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Quality Policy

"Doing the right things right"

Our Quality Policy is based on the following corporate values:-

  • Customer Satisfaction - meeting customers’ needs and their expectations.
  • Human Resource Considerations - promoting a conducive work place to work, learn and grow.
  • Service Excellence - measurement and review of performance through set Key Performance Indicators for continuous improvement.
  • Corporate Responsibility - practise respectable corporate responsibility towards safety, environment and society.
Safety & Health Policy

Century provides a safe and healthy working environment for all employees and contractors.

Our Objectives:

  • Develop and enforce safe working practices and provide training to employees.
  • Compliance to all applicable legal requirements and take every measure to prevent job related hazards.
  • Employees of Century and contractors shall strive in preventing occupational illnesses, accidents and injuries and pollution to the environment.
  • Assess risks and hazards, which may potentially lead to accidents or illnesses.

Century is committed to continuously improve the safety and health policy.

Board Charter

Introduction

The Board of Century Logistics Holdings Berhad ("Century" or "Company") recognizes the need to maintain high standards of corporate governance and strives to achieve this objective by enhancing shareholders' value with corporate accountability and transparency. Thus the Board is committed to ensure that the corporate governance is in line with the principles and recommendations of the Malaysian Code on Corporate Governance 2012 ("the Code"). One of the recommendations of the Code is that the Board should formalise, periodically review and make public its board charter.

The Board Charter sets out the Board's strategic intent and outlines the Board's roles and responsibilities, in accordance with good corporate governance.

1.   Strategic Intent

Century's Vision

To transform Century through process evolution and strategic alliances taking cognizance of the global trend where third-party logistics (3PL) providers are able to offer value-added integrated logistics solutions that effectively enhance the customers' supply chain.

Century's Objectives

To perform efficient and responsible business activities to enhance the interest and quality of life of Century's stakeholders.

2.   Establish clear roles and responsibilities

2.1   Functions of the Board

The Board is responsible for oversight of the Company. Key matters reserved for the Board's approval include the following:

  • Approval of financial results
  • Dividend policy
  • Issuance of new securities
  • Annual business plan
  • Annual financial budget
  • Acquisition or disposal of material fixed assets
  • Acquisition or disposal of group companies

To ensure the effective discharge of its function and responsibilities, the Board delegates some of the Board's authorities and discretion on the Executive Directors, representing the Management, as well as to properly constituted Board Committees. The Board Members, in carrying out their duties and responsibilities, are firmly committed to ensuring that the highest standards of corporate governance and corporate conduct are adhered to, in order that the Company achieves strong financial performance for each financial year, and more importantly delivers long-term and sustainable value to stakeholders.

The Board Committees are entrusted with specific responsibilities to oversee the Company's affairs, in accordance with their respective Terms of References. At each Board meeting, minutes of the Board Committee meetings are presented to the Board. The respective Chairmen of the Board Committees will also report to the Board on key issues deliberated by the Board Committees.

2.2   Roles and Responsibilities

The Board provides stewardship to the Group's strategic direction and operations, and ultimately the enhancement of long-term shareholders' value. The Board is primarily responsible for:

  • adopting and monitoring progress of the Company's strategies, budgets, plans and policies;
  • overseeing the conduct of the Company's business to evaluate whether the business is being properly managed;
  • considering management recommendations on key issues including acquisitions and divestments, restructuring, funding and significant capital expenditure;
  • succession planning including appointing and reviewing the compensation of the top management;
  • identifying principal risks and ensuring the implementation of appropriate systems to manage these risks; and
  • reviewing the adequacy and integrity of the Company's internal control systems and management information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines.

The Board has delegated certain responsibilities to several Board Committees such as the Audit Committee, Nomination Committee and Remuneration Committee which operates within clearly defined terms of reference.

2.3   Formalized Ethical Standards through Code of Ethics

The Company's Codes of Ethics are set out in the Company's Employee Handbook, under the section of Conduct and Discipline, which covers all aspects of the Company's business operations, such as confidentiality of information, conflict of interest, gifts, gratuities or bribes, dishonest conduct and assault. The Code is expected to govern the standards of ethics and good conduct expected of Directors and employees of the Group.

2.4   Strategies Promoting Sustainability

The Board promotes good Corporate Governance in the application of sustainability practices throughout the Company, the benefits of which are believed to translate into better corporate performance.

2.5   Access to Information and Advice

The Directors have individual and independent access to the advice and dedicated support services of the Company Secretary in ensuring the effective functioning of the Board. The Directors may seek advice from the Management on issues under their respective purview. The Directors may also interact directly with the Management, or request further explanation, information or updates on any aspect of the Company's operations or business concerns from them.

In addition, the Board may seek independent professional advice at the Company's expense on specific issues to enable it to discharge its duties in relation to matters being deliberated. Individual Directors may also obtain independent professional or other advice in furtherance of their duties, subject to the approval of the Chairman or the Board, depending on the quantum of the fees involved.

2.6   Qualified and Competent Company Secretary

The Company Secretary plays an advisory role to the Board in relation to the Company's constitution, Board's policies and procedures and compliance with the relevant regulatory requirements, codes or guidance and legislations. The Company Secretary support the Board in managing the Company's governance model, ensuring it is effective and relevant. The Company Secretary also ensures that deliberations at the Board meetings are well captured and minuted.

3.   Strengthen Composition

3.1   Audit Committee

The Board shall appoint the Audit Committee members from amongst themselves, comprising no fewer than three (3) Non-Executive Directors, of which the majority shall be Independent Directors.

All members of the Audit Committee shall be financially literate and at least one (1) member of the Audit Committee must be:

  1. a member of the Malaysian Institute of Accountants ("MIA"); or
  2. if he is not a member of MIA, he must have at least three (3) years of working experience and fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad ("Bursa Securities").

The duties and responsibilities of the Audit Committee are as follows:

  • To consider the appointment of the external auditor, the audit fee and any question of resignation or dismissal.
  • To discuss with the external auditor before the audit commences, the nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved.
  • To review with the external auditor their evaluation of the system of internal controls and the audit report.
  • To review the quarterly and year-end financial statements of the Board.
  • To discuss problems and reservations arising from the interim and final audits, and any matter the auditor may wish to discuss (in the absence of management, where necessary).
  • To review the external auditor's management letter and management's response.
  • To consider the appointment of the internal auditors, the audit fee and any question of resignation or dismissal.
  • To review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it has the necessary authority to carry out its work.
  • To review the internal audit programme and results of the internal audit process and, where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function.
  • To consider any related party transactions and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity.
  • To report its findings on the financial and management performance, and other material matters to the Board.
  • To consider the major findings of internal investigations and management's response.
  • To verify the allocation of Employees' Share Option Scheme ("ESOS") in compliance with the criteria as stipulated in the by-laws of ESOS of the Company, if any.
  • To consider other topics as defined by the Board.
  • To consider and examine such other matters as the Audit Committee considers appropriate.

3.2   Nomination Committee

The Board of Directors shall elect the members of the Nomination Committee from amongst themselves, composed exclusively of Non-Executive Directors, a majority of whom is independent. The term of office of the Nomination Committee shall be for a period of two (2) years and may be re-nominated and appointed by the Board of Directors from time to time.

The terms of reference of the Nomination Committee include:

  • annually review the required mix of skills and experience and other qualities, including core competencies which Non-Executive and Executive Directors should have.
  • assess on an annual basis, the effectiveness of the Board as a whole, the committees of the Board and for assessing the contribution of each individual Director, including Independent Non-Executive Directors. All assessments and evaluations carried out by the Nomination Committee in the discharge of all its functions should be properly documented.
  • be entitled to the services of the Company Secretary who must ensure that all appointments are properly made, that all necessary information is obtained from Directors, both for the Company's own records and for the purposes of meeting statutory obligations, as well as obligations arising from the Bursa Securities Main Market Listing Requirements or other regulatory requirements.

The duties and responsibilities of the Nomination Committee are as follows:

  • To recommend candidates for all directorship to the Board of Directors. In making its recommendations, the Nomination Committee would consider the candidates':
    • skills, knowledge, expertise and experience;
    • professionalism;
    • integrity; and
    • in the case of the candidates for the position of independent Non-Executive Directors, the Nomination Committee would evaluate the candidates' ability to discharge such responsibilities/functions as expected from independent Non-Executive Directors.
  • To consider, in making its recommendations, candidates for directorships proposed by the Managing Director and, within the bounds of practicability, by any Director or major Shareholder.
  • To recommend to the Board of Directors the nominees to fill the seats on the committees of the Board.
  • To assess the effectiveness of the Board of Directors as a whole and each individual Directors/committee of the Board. All assessments and evaluations carried out by the Nomination Committee in the discharge of all its functions to be properly documented.
  • To act in line with the directions of the Board of Directors.
  • To consider and examine such other matters as the members of the Nomination Committee consider appropriate.
  • To assess the training needs of each Director.

3.3   Remuneration Committee

The Board of Directors shall elect the members of the Remuneration Committee from amongst themselves, composed wholly or mainly of Non-Executive Directors. The term of office of the Remuneration Committee shall be for a period of two (2) years and may be re-nominated and appointed by the Board of Directors from time to time.

The terms of reference of the Remuneration Committee include:

  • review, assess and recommend to the Board of Directors the remuneration packages of the Executive Directors in all forms, with other independent professional advice or outside advice, if necessary.
  • be entitled to the services of the Company Secretary who must ensure that all decisions made on the remuneration packages of the Executive Directors be properly recorded and minuted.

The duties and responsibilities of the Remuneration Committee are as follows:

  • To review and assess the remuneration packages of the Executive Directors in all forms, with or without other independent professional advice or other outside advice.
  • To ensure the levels of remuneration be sufficiently attractive and be able to retain Directors needed to run the Company successfully.
  • To structure the component parts of remuneration so as to link rewards to corporate and individual performance and to assess the needs of the Company for talent at Board level at a particular time.
  • To recommend to the Board of Directors the remuneration packages of the Executive Directors.
  • To act in line with the directions of the Board of Directors.
  • To consider and examine such other matters as the members of the Remuneration Committee consider appropriate.

4.   Reinforce independence

4.1   Annual Assessment of Independence

The Board has set out policies and procedures to ensure effectiveness of the Independent Non-Executive Directors on the Board, including new appointments. The Board assesses the independence of the Non-Executive Directors annually, taking into account the individual Director's ability to exercise independent judgment at all times and to contribute to the effective functioning of the Board.

The Non-Executive Directors are not employees and they do not participate in the day-to-day management as well as the daily business of the Company. They bring and external perspective, constructively challenge and help develop proposals on strategy, scrutinize the performance of Management in meeting approved goals and objectives, and monitor risk profile of the Company's business and the reporting of monthly business performances.

4.2   Tenure of Independent Directors

One of the recommendations of the Code states that the tenure of an Independent Director should not exceed a cumulative term of nine years. However, in the event the Nomination Committee and Board have determined at the annual assessment that the Independent Director concerned remains objective and independent in expressing their views and in participating in deliberations and decision making of the Board and Board Committees, it may recommend to the shareholders to retain the Independent Director who has served in that capacity for more than nine years.

4.3   Separation of Positions of the Chairman and Managing Director

The position of Chairman and Managing Director are held by two different individuals. The Chairman is primarily responsible for the leadership of the Board and ensures effectiveness of the Board while the Managing Director manages the business and operations and implements the Board's decisions. The distinct and separate role of the Chairman and Managing Director, with a clear division of responsibilities, ensure a balance of power and authority, such that no one individual has unfettered powers of decision-making.

4.4   Composition of the Board

The size of the Board is dictated by the Company's Articles of Association which permits a minimum of two (2) Directors and a maximum of twelve (12) Directors to be appointed to the Board.

The members of the Board shall comprise Directors of high caliber and integrity, possessing appropriate skills, knowledge, experience and competencies to address key risks and major issues relating to the Company's policies and strategies.

At least two (2) or one third (1/3) of the Board member, whichever is higher, shall be Independent Directors.

The Independent Non-Executive Directors must ensure that they are independent of management and free from any business relationship, which could materially interfere with their independent judgment. Their role is to provide independent view, advice and judgment to ensure a balanced and unbiased decision-making process as well as to safeguard the interest of public shareholders. The Independent Directors are expected to advise the Chairman immediately if they belief that they may no longer be independent.

5.   Foster commitment

5.1   Time Commitment

To ensure that the Directors have the time to focus and fulfill their roles and responsibilities effectively, one criterion as agreed by the Board for determining candidates for the pool of potential Directors is that they must be able to commit sufficient time to the Company.

The Directors are required to submit an update on their other directorships and shareholdings in the Company every quarter. Such information is used to monitor the number of directorship held by the Directors and to notify the Companies Commission of Malaysia accordingly.

To facilitate the Directors' time planning, an annual meeting calendar is prepared and circulated to them before the beginning of every year. It provides the scheduled dates for meetings of the Board and Board Committees as well as the Annual General Meeting.

5.2   Training

The Board assesses the training needs of each Director and encourages its Directors to attend talks, seminars, workshops and conferences to update and enhance their skills and knowledge to enable them to carry out their roles effectively as Directors in discharging their responsibilities towards corporate governance, operational and regulatory issues. The Company Secretary will brief the Directors on the letters and circulars issued by Bursa Securities at every Board Meeting.

6.   Procedures for Board Meeting

Board Meetings will be conducted at least once on a quarterly basis. If additional Meetings are to be convened, any one (1) of the Directors may request for such Meeting to table matters of urgency, and the Company Secretary shall upon the request of the Chairman of the Board or any one (1) of the Director, convene a Meeting.

The Board may invite external parties such as the auditors, solicitors or consultants as and when the need arises. Such invited parties may attend part or all of the Board Meetings at the discretion of the Board.

6.1   Chairman of the Meeting

The Director may elect and remove a Chairman of their Meetings and determine the period for which he is to hold office unless otherwise determined the Chairman shall be elected annually; but if no such Chairman is elected, or if at any Meeting, the Chairman is not present within ten (10) minutes after the time appointed for holding the Meeting, the Directors present may choose one (1) of their number to be Chairman of the Meeting.

6.2   Notice and Quorum of Meeting

The notice of a Directors' meeting shall be given in writing at least seven (7) days, or shorter notice where it is unavoidable, prior to the meeting. The Board shall record its deliberation, in terms of the issues discussed, and the conclusions thereof, in discharging its duties and responsibilities.

The quorum necessary for the transaction of business of the Directors shall from time to time be fixed by the Directors, and unless so fixed at any other number shall be two (2).

6.3   Minutes

Minutes are prepared following a Board meeting and are circulated in draft form. The draft minutes will be re-circulated for signing at the following meeting. The practice is for minutes to record processes and decisions.

6.4   Teleconferencing

The Directors may participate in a meeting of the Directors by means of telephone and video conference or by other means of communication. The physical presence of Director(s) is not compulsory and participation in the meeting in the aforestated manner shall be deemed to constitute presence in person at such meeting. The Directors participating in any such meeting shall be counted in the quorum for such meeting. A Director may not leave the meeting by disconnecting his instantaneous telecommunication device unless he has previously obtained the express consent of the Chairman of the meeting or a Director will be conclusively presumed to have been present and to have formed part of the quorum at all times during the meeting by instantaneous telecommunication device unless he has previously obtained the express consent of the Chairman of the meeting to leave the meeting.

Code of Conduct
  • You are expected to do your job for the benefit of Century. You must not use the company’s property, company information or your position for personal gains.
  • You must not participate in, or attempt to influence a decision, negotiation or transaction that could materially affect the value of a financial interest held by you, a member of your family, or another person whom you have a close relationship.
  • You must not use your position to obtain or provide favoured treatment for yourself or others whom you have a personal relationship when selecting contractors or vendors.
  • Accepting cash or cash equivalent ins a business setting can create a sense of obligation or the appearance of an obligation. You may not accept cash or cash equivalent as this can be construed as a bribe or kickbacks, or become a party to the payment of cash or cash equivalent for the purpose of bribery.
  • You are not allowed to disclose suppliers’ confidential business information which includes pricing and contact information to a third party without appropriate approval and a legitimate business reason. You are required to comply with any non-disclosure agreement or the confidentiality provisions of an applicable supplier/vendor agreement.
  • You may have access to confidential proprietary non-public information on the job. You are not allowed to disclose the information to a third party or use the information for personal gain or advantage.

Corporate Responsibility

Century recognises corporate responsibility commitments Market based on ethical values and respect for the people, to contributing sustainably to the communities and environment. For Century, sustainability means managing its business for long term success while creating enduring values for our shareholders.

COMMUNITY DEVELOPMENT Education

Education holds the key to the future. For the 6th year running, Century donated tuition fees and school expenses for needy students under the Century Adoption Program. We will continue to support students who have the capacity and ambition but lack the means to pursue education.

Community Sports

Sports programmes are important as they promote good health, unity and develop a wide range of positive societal attributes. Century supports activities related to sports development and provides opportunities that nurture Malaysia’s young talents and athletes. Since year 2013, we have honoured our yearly commitment towards sponsoring the Malaysian Tenpin Bowling Congress.

Support of The Underprivileged

In conjunction with the Hari Raya celebration, the employees of Century spread some festive cheer and fulfilled the wishes of underprivileged children by holding a Jamuan Buka Puasa and donation of green packet.

Flood Relief Donation for East Coast

In response to the flood situation in the East Coast of Malaysia during March 2015, the Group has donated 100 mattresses to residents of the affected areas.


MARKET PLACE

Creating A Pool of Future Leaders

Learning is an irreplaceable component in defining a culture to support innovation, market adaptation and success. Century consistently host study visits to enable students from various colleges and universities to learn about logistics.


Supplier Management

Century maintains strong governance in its procurement activities and this is demonstrated in its well defined procurement policy, which reflect transparency and accountability.

- Procurement policy

  • Adoption of tender exercises for procurement of all major items
  • Centralising procurement functions at Head Office to ensure that the best and optimum value in terms of quality, quantity and pricing is obtained

- Selection of vendors and service providers with

  • Sound management background with good business ethics
  • Competitive pricing
  • Reliability and quality of products and services
  • Speedy delivery

- Prompt payment to vendors and service providers

  • Migrate payment using cheques to electronic payment system
  • Educate and give clear guidance to suppliers to reduce mismatched invoices

WORK PLACE DEVELOPMENT

The Century Group currently employs more than 700 people, with equal opportunity provided to all regardless of age, gender, race, religion etc. Our workforce is encouraged to reach their full potential through training, career development and promotion from within wherever possible. Opportunity to have a direct ownership of the Company is provided through the Employees’ Share Option Scheme.

Health and well-being play a crucial role in Century – contributing to bottom- line growth through the productivity of its employees. The management employees are encouraged to attend medical check-ups for an update of their health status and to facilitate early detection and treatment of any serious illness. This is further supplemented by an introduction of Group Term Life Insurance scheme and the enhancement of the existing Group Hospitalisation and Surgical Insurance scheme for the Executive employees.

The Non-Executive employees are not neglected either, with improved personal accident cover.

To sustain a dedicated and effective workforce, Century continues to invest in a host of trainings and seminars to engage the hearts and minds of its employees such as:

  • Well-being programmes encompassing health and safety at work place, enhancing quality of life, the basic and legal responsibilities and how to avoid work related accidents.
  • Skills and competency development.
  • Employees engagement including new employees undergo a series of induction programmes to enable them to be oriented to the Company’s culture.

Century has conducted employees satisfaction survey, with the goal of understanding employees’ satisfaction level, identifying issues and making improvements. Initiatives are taken towards improving possible issues in each area based on the analysis of the results.

ENVIRONMENT SUSTAINABILITY

Century views safety as its priority. During year 2015, Century worked together with PDRM (Polis Diraja Malaysia) to conduct an Accident Drill to mentally and physically prepare our drivers in handling traffic accidents scenario.

Preventing Traffic accidents through Vehicle Maintenance

Century emphasises on maintenance of company vehicles with the goals of eliminating traffic accidents caused by vehicle maintenance defect and reducing their environmental impact.

All our vehicles are equipped with GPS to manage drivers’ driving habits. The GPS system assigns scores to measure drivers’ ability and to monitor the idling time of vehicles.

Sound Environmental Practices

While Century strives to meet customers’ needs and exceed their expectations through our provision of value-added total logistics solutions, we also ensure that our operations result in minimal environmental impact. Our initiatives to environmental stewardship include our fleet renewal programme, where all our new trucks are fitted with at least Euro 4 Engines, which entitles us to Green Engine Certification from SIRIM and JPJ, resulting in 50% of road tax rebate. In addition, Century operates double decker and 45’ curtain sider trucks amongst its fleet, enabling shippers to consolidate more cargo into fewer trips. Our increased use of higher capacity vehicles and effective capacity planning means we are carrying more freight and using less fuel, without the need for safety compromises.

In an effort to reduce carbon footprint and contribute to a better environment, Century embarked on smart operational practices and new products. We help our customers to convert their documents into digital form to promote “paperless office” and to help improve the urban ecosystem.

In addition to this, with the goal of reducing air pollution and preventing global warming, Century has replaced a majority of the Company passenger cars for senior management with hybrid vehicles that offer superior fuel consumption.

We continue to promote the responsible usage of resources and the importance of environmental protection amongst our employees.


Terms of Reference of the Audit Committee

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Terms of Reference of the Nomination Committee

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