CORPORATE GOVERNANCE

Anti-Bribery and Anti-Corruption Policy and Procedure

1 Introduction
1.1 The Group is committed to the highest ethical standards in conducting business
dealings with integrity and in compliance with all applicable laws, including the MACC
Act.

1.2 The Group has adopted a zero-tolerance approach against all forms of Bribery and
Corruption and takes a strong stance against such acts.

1.3 The Policy and Procedure leverages on the core principles of the Group as set out in
the Group’s Code of Conduct and Code of Ethics.

1.4 This Policy and Procedure is not intended to provide definitive answers to all
questions regarding Bribery and Corruption, but is instead envisioned to provide a
basic introduction to how the Group combats bribery and corruption in furtherance
of its commitment to lawful, fair and ethical behavior at all times, in addition to being
designed to avoid situations in which bribery and corruption may take root.

1.5 Failure to comply with this Policy and Procedure, whether intentional or not, may
lead to disciplinary action and criminal liability for the individual(s) involved.

2 Objective

2.1 The Policy and Procedure sets out the Group’s position on Bribery and Corruption in
all its forms and matters that might confront the Group in its day to day operations.

2.2 The Policy and Procedure serve as a guideline on how to deal with Bribery and
Corruption which may arise in the course of business.

3 Scope

3.1 This Policy and Procedure applies to the following persons:-

a) The Directors; and

b) The employees of the Company;

(collectively referred to as “the Parties”)

3.2 This Policy and Procedure would not be able to provide the Parties with
comprehensive solution to every potential Bribery and Corruption that may arise.

3.3 In the event of doubt in relation to this Policy and Procedure, the Parties should contact the Company’s Human Resource Department immediately.

4 Responsibilities of the Parties

4.1 The Parties are responsible for understanding and complying with this Policy and Procedure which includes the following:-

a) Be familiar with the requirements and directives of the Policy and Procedure and communicate them to subordinates;

b) Promptly record all transactions of Gifts, Entertainment, Hospitality, Travel, Donation and Sponsorship (collectively referred to as “GEHTDS”) accurately and in reasonable detail;

c) Always raise suspicion transactions to immediate superior for guidance on next course of action;

d) Promptly report violations or suspected violations through appropriate channels; and

e) Attend and complete all trainings and assessments in relation to the Policy and Procedure.

5 Anti-Bribery and Anti-Corruption

5.1 All forms of Bribery and Corruption are prohibited. The Parties should not participate in any corrupt or unethical activity such as but not limited to extortion, abuse of power, trading under influence fraud and/or money laundering.

5.2 Bribery and Corruption may take the form of exchange of money, goods, services, property, privilege and/or preferential treatment. The Parties shall not, whether directly or indirectly, offer, give, receive or solicit any item of value, in an attempt to influence decisions or actions of a person in a position in the Group, either for the intended benefit of the Group or the Business Associate involved in the transaction.

5.3 This Policy and Procedure applies to the Group’s business dealings with commercial and government entities, and includes interactions with their directors, employees, agents and other appointed representatives.

5.4 No employee will suffer demotion, penalty or other adverse consequence for refusing to pay or receive bribes or other illicit behavior, even if such refusal may result in the Group losing business or experience a delay in business operations.

5.5 The Group awards contracts based on merits and tenders. Support letters in all forms shall not be recognized as part of the business decision making process.

5.6 The Group’s internal audit function shall conduct risk assessments in relation to Bribery and Corruption on a periodic basis.

6 Conflict of Interest

6.1 A situation of conflict of interest arise in situations where a personal interest that might be considered to interfere with a person’s objectivity in performing or exercising duties/judgement on behalf of the Group.

6.2 The Parties should avoid or deal appropriately with situations in which conflict of interest arise and they must not use their position to gain or to cause disadvantage to the Group.

7 Business Associate

7.1 The Group expects all Business Associate to refrain from Bribery and Corruption.

7.2 If suspicion of Bribery and Corruption arises in any collaboration with the Business Associate, the Group shall seek an alternative Business Associate.

7.3 The Group shall endeavor to include clauses in contracts which would enable the Group to terminate any contract in which Bribery or Corruption is made suspicious of.

7.4 In the event of suspicious behavior, allegations and/or investigations relating to Bribery and Corruption in relation to collaboration with the Group and Business Associate, the Group shall conduct due diligence on any relevant parties which include but not limited to search through relevant database, background checks and conducting interviews to identify relationship and documenting the reasons for choosing one particular Business Associate over another.

7.5 All Business Associates are required to adhere to industry best practice and accepted standards of behavior and are required to execute the Declaration Form as set out in Appendix I.

8 Gifts, Entertainment, Hospitality, Travel, Donation and Sponsorship

8.1 The Group prohibits both the giving and receiving of GEHTDS which may influence business decisions. As GEHTDS varies between countries and regions and what may be normal and acceptable in one region may not be in another. The intention behind the GEHTDS should always be considered, so that it does not create an appearance of bad faith and impropriety and should not be misunderstood by others to be a bribe.

8.2 The Group shall maintain a GEHTDS register to record GEHTDS received or provided amounting to RM1,000.00 (or equivalent amount/value in other countries depending on cultural difference) or greater for audit purposes. Such register should state the gift’s nature, its value, the name of the provider, name of the recipient, reason or occasion for the gift.

8.3 The Group should not solicit any GEHTDS from any Business Associate directly or indirectly.

8.4 The Group allows appropriate business related GEHTDS if the following principles are observed:-

a) Transparency

Receipt and/or provision of any GEHTDS should be comfortably recorded into the Group’s designated register which would be made available for audit purposes.

b) Recipients

Receipt and/or provision of any GEHTDS would not result the Parties to be in a Conflict of Interest position.

c) Ability to Influence

Receipt and/or provision of any GEHTDS should not occur which may detriment the direction of a business decision.

d) Value

Receipt and/or provision of any GEHTDS must be modest and not be so frequent as to place the recipient under an obligation.

e) Purpose

Receipt and/or provision of any GEHTDS offered openly in normal course of business to promote good relations and mark special occasions must not be interpreted as to gain unmerited advantage or cause disadvantage to others.

8.5 The Group should avoid from offering and/or accepting GEHTDS from government officials without the approval from the Board of Directors.

8.6 The Group should not exercise any of its resources to make any direct or indirect political contributions to any political party without the approval from the Board of Directors.

8.7 Even if refusal of the gift and/ or hospitality is considered disrespectful or may offend the other party, the gift must be politely returned with a note of explanation of the Group’s “no gift” policy if there is a potential conflict of interest situation.

8.8 The Group must ensure that all Donation and Sponsorship are given through legal and proper channels. Particular care must be taken in ensuring that the charities or sponsored organisations on the receiving end are valid bodies and are able to manage the funds properly. Steps must be taken to ensure that donations to foreign-based charities or beneficiaries are not disguised illegal payments to government officials nor act as conduit to fund illegal activities in violation of any applicable law. When in doubt, employees can escalate the matter to Chief Executive Officer to determine the authenticity of such requests.

8.9 Corporate Gifts and/or Festive Gifts may be given to any Business Associate provided it is made for the right reason, not obligatory, not expecting expectation, made openly, within reasonable value and legal.

9 Facilitation Payments

9.1 The Group adopts a strict stance in disallowing Facilitation Payments.

9.2 In the event of an encounter with any requests for a Facilitation Payments, the Parties are expected to notify their immediate superior. In the event that such payment has been made and the Parties are unsure of the nature, their immediate superior must be immediately notified and consulted. Such occurrence has to be recorded in a register for audit purposes.

9.3 In the event that the safety of the Party is at stake, a Facilitation Payment is permitted if:-

a) That the Facilitation Payment is the immediate available recourse to protect the safety of the Parties; and

b) Approval has been obtained by the Chief Executive Officer.

10 Non-Compliance

10.1 The Group would take immediate action against any party who did not adhere to the Policy and Procedure. This may include but not limited to the termination of employment, business arrangements, initiation of legal action and/or notification to the authorities.

10.2 Any Parties found guilty by the authorities pursuant to Section 17A(2) of the MACC Act, is punishable by a fine not less than ten (10) times the sum or value of the gratification which is the subject matter of the offence, where the gratification is capable of being valued or is of a pecuniary nature, or RM1.0 million, whichever is higher or imprisonment for a term not exceeding twenty (20) years or both.

11 Record Keeping for Managing Documentation

11.1 The Group would keep and maintain data, record and documents in accordance with statutory and regulatory requirements. The Group would have appropriate internal controls in place to safe-keep, archival, retrieval, retain and store proper records.

11.2 The Group must ensure that all GEHTDS are recorded in the register in a timely manner.

12 Whistleblowing Channel

12.1 The Group has established a Whistleblowing Policy which details the Group’s policies and procedures in relation to disclosure of any known malpractices or wrongdoings occurred in the Group.

12.2 The Parties who encounter actual or suspected violations of this Policy and Procedure are required to report their concerns. The parties are responsible to ensure that suspected Bribery and Corruption incidents are reported promptly via the procedures set out in the Whistleblowing Policy which is made available in the Group’s website.

12.3 Reports made in good faith, either anonymously or otherwise, would be addressed in a timely manner and without incurring fear of reprisal regardless of the outcome of any investigation.13. Awareness and Training
13.1 The Group is committed in arranging awareness programmes for all Parties to refresh awareness in relation to the Policy and Procedure and to continuously promulgate integrity and ethics.

13.2 In addition, the Group provides training in relation to the Policy and Procedure to New Recruits.

13.3 The Group will also provide reminders in relation to the Policy and Procedure on an annual basis.

14 Recognition of local and international legislations

14.1 The Group is committed in conducting its business ethically and in compliance with all applicable laws and regulations.

14.2 In the event that any clause in this Policy and Procedure is inconsistent with or in breach of any applicable laws and regulations, the applicable laws and regulations shall prevail.

15 Monitoring, Periodic Review and Disclosure

15.1 The Group is committed to continually improve the Policy and Procedure and may therefore endeavor to develop further integrity measures.

15.2 The Board shall conduct a review on the effectiveness of the implementation of this Policy and Procedure at appropriate intervals, considering its suitability, adequacy and effectiveness.

15.3 This Policy and Procedure should be reviewed annually and may be amended by the Board as it deems appropriate.

15.4 This Policy and Procedure should be disclosed on the Company’s website.

Board Charter

1 Introduction

1.1 The Board regards corporate governance as vitally important to the success of the Group’s business and are unreservedly committed in ensuring that the following principles of good governance are practised in all of its business dealings in respect of its shareholders and relevant stakeholders:

(a) The Board is the focal point of the Group’s corporate governance system. It is ultimately accountable and responsible for the performance and affairs of the Group.

(b) All Board members are expected to act in a professional manner, thereby upholding the core values of integrity and enterprise with due regard to their fiduciary duties and responsibilities.

(d) This Board Charter shall constitute, and form, an integral part of each Director’s duties and responsibilities.

1.2 The Board Charter serves as a reference point for Board activities and should not be construed as a blueprint for Board operations. Just as each organisation has its own corporate culture, the dynamics of each Board is unique. The dynamics shift as the composition of the Board changes, and the Directors of the Company should always be open to new opportunities and ready to confront new challenges brought about by change.

1.3 This Board Charter is to promote high standards of corporate governance and is designed to provide guidance and clarity for Directors and Management with regard to the role of the Board and its Committees, the requirements of Directors in carrying out their stewardship role and in discharging their duties towards the Company as well as the Board’s operating practices. This Board Charter does not overrule or pre-empt the statutory requirements of Directors enshrined in the CA, the Income Tax Act, 1967 and other relevant statutes, including the conduct of the Board as stipulated in the constitution of the Company. To the extent of any conflict between the terms of this Board Charter and the Constitution, the Constitution prevails.

2 Objective

2.1 The objectives of this Board Charter are to ensure that all Board members are aware of their duties and responsibilities as Board members and the various legislations and regulations affecting their conduct and that the principles and practices of good corporate governance are applied in all their dealings in respect, and on behalf of, the Group.

2.2. In pursuit of the ideals in this Board Charter, the intention is to exceed “minimum legal requirements” with due consideration to recognised standards of best practices locally and internationally.

3 Composition of the Board

3.1 The Board shall be of a size and composition with the benefit of diversity in perspectives and skills to understand properly and deal with the current and emerging issues of the business of the Company.

3.2 The Board shall comprise at least two (2) Directors or one-third (1/3) of the Board, whichever is higher, who are Independent Directors.

3.3 If the Chairman is not an Independent Director, the Board shall comprise a majority (more than half) of Independent Directors.

3.4 The appointment of a new member to the Board is only made after consultation with the Nomination Committee.

3.5 The Board recognises the importance of having a clearly accepted division of power and responsibilities at the head of the Company to ensure a balance of power and authority. It is the policy of the Board to keep the roles of the Chairman and the Chief Executive Officer (“CEO”) separate.

3.6 A Director shall inform the Board’s Chairman before he/she accepts any new directorships in other Public Listed Companies.

3.7 The Board shall obtain time commitment from newly appointed Directors at the time of appointment.

3.8 The Board shall utilized independent sources to identify suitably qualified candidate, with recommendation from the Nomination Committee.

3.9 The Board may appoint a Senior Independent Director who serves as the point of contact between the Independent Directors and the Chairman on sensitive issues, ensure all Independent Directors have an opportunity to provide input on the agenda and ensure the Independent Directors can discharge their duties responsibly and with sufficient time for discussion of all agenda items.

3.10 The tenure of an Independent Director shall not exceed a cumulative term of nine (9) years. Upon completion of nine (9) years, an Independent Director may continue to serve on the Board subject to the directors’ redesignation as a Non-Independent Director, through a two-tier voting process.

4 Role of the Board

4.1 The Board is charged with leading and managing the Group in an effective and responsible manner. Each Director has a legal duty to act in good faith, to use reasonable care, skill and diligence and to act in the best interest of the Group. The Directors, collectively and individually, are aware of their responsibilities to shareholders and stakeholders for the manner in which the affairs of the Group are managed. The Board sets the Group’s values and standards and ensures that its obligations to its shareholders and stakeholders are understood and met.

4.2 The Board is fully committed to developing and maintaining high standards of corporate governance by implementing the prescriptions of the principles and best practices stated in the MCCG. Good governance holds management accountable to the Board and the Board accountable to the owners and other stakeholders. The Board’s fundamental approach in this regard is to ensure that the right executive leadership, strategy and internal controls for risk management are well in place. The Board includes a narrative statement in its Company’s annual report on the extent of compliance with the principles and best practices set out in the MCCG pursuant to Rule 15.25 of the Listing Requirements.

4.3 The Board ensures that the Company complies with the various guidelines issued by Bursa Securities and the SC relating to disclosure and internal audit functions.

4.4 Duties of the Board include establishing the corporate vision and mission of the Company, establishing its objectives and developing the strategies that direct the ongoing activities of the Company to achieve these objectives as well as the philosophy of the Company, setting the aims of Management and monitoring the performance of Management. The Board shall also determine the future of the Company and shall protect its assets and reputation.

4.5 The Board assumes the following specific duties and responsibilities:

(a) reviewing and approving the overall strategic plans and direction of our Company including updating regularly and monitoring management’s performance in its implementation;

(b) overseeing and evaluating the conduct and performance of our Company including our acquisition exercises;

(c) identifying our Company’s principal risks and establishing, reviewing, monitoring and ensuring implementation of a proper risk management system, policies, processes and infrastructure;

(d) establishing procedures to identify, assess, evaluate and approve any related party transactions or conflict of interest situations that may arise within our Company;

(e) establishing internal control systems and corporate governance practices to be in compliance with the MCCG;

(f) establishing a succession plan and considering emerging issues which may be material to the business and affairs of our Company;

(g) reviewing and approving the financial reports as required by Bursa Securities and Audit Committee report at the end of each financial year;

(h) overseeing the development and implementation of a shareholder communication policy for our Company to ensure appropriate disclosure and effective communication are delivered on a timely manner; and

(i) reviewing the adequacy and the integrity of the management information and internal controls system of our Company, including systems for compliance with applicable laws and regulations, accounting standards and guidelines such as AMLR, CMSA and the CA.

4.6 The Board reserves full decision-making powers on the following matters:

(a) Conflict of interest issues relating to a substantial shareholder or a Director including approving related party transactions;

(b) Material acquisitions and disposition of assets not in the ordinary course of business including significant capital expenditures;

(d) Authority levels;

(e) Treasury policies;

(f) Risk management policies; and

(g) Key human resource issues.

5 Role of the Chairman

5.1 The Chairman is primarily responsible for:

(a) Leading the Board in the oversight of management;

(b) Setting the Board agenda and ensuring that the Board receives complete and accurate information in a timely manner;

(d) Encouraging active participation and allowing dissenting views to be freely expressed and discussed;

(e) Managing the interface between Board and management;

(f) Representing the Board to shareholders and chairing general meeting of shareholders;

(g) Ensuring appropriate steps are taken to provide effective communication with stakeholders and that their views are communicated to the Board as a whole;

(h) Ensuring the integrity of the governance process and issues;

(i) Maintaining regular dialogue with the CEO over all operational matters and consulting with the remainder of the Board promptly over any matters that gives him/her cause for major concern;

(j) Functioning as a facilitator at meetings of the Board to ensure that no member dominates discussion, that appropriate discussions take place and that relevant opinions among members is forthcoming;

(k) Ensuring that all Directors are enabled and encouraged to participate in its activities;

(l) Ensuring that Executive Directors look beyond their executive function and accept their share of responsibilities in governance;

(m) Guiding and mediating Board actions with respect to organisational priorities and governance concerns; Undertaking the primary responsibility for organising information necessary for the Board to deal with items on the agenda and for providing this information to Directors on a timely basis; and

(n) Performing other responsibilities assigned by the Board from time to time.

6. Role of the CEO

6.1 The position of the CEO in essence is to ensure the effective implementation of the Group’s Business Plans and policies established by the Board as well as to manage the daily conduct of the business and affairs to ensure its smooth operation.

6.2 The CEO is responsible for the following:

(a) Executive management of the Group’s Business covering, inter alia, the development of a strategic plan; an annual operating plan and budget; performance benchmarks to gauge management performance and the analysis of management reports;

(b) Developing long-term strategic and short-term profit plans;

(d) Directing and controlling all aspects of the business operations;

(e) Effectively oversee the human resources of the Group with respect to key positions in the Group’s hierarchy;

(f) Ensures that the Group’s Financial Reports present a true and fair view of the Group’s financial condition and operational results and are in accordance with the relevant accounting standards;

(g) Assures the Group’s corporate identity, products and services are of high standards and are reflective of the market environment;

(h) Be the official spokesperson for the Company and responsible for regulatory, governmental and business relationships;

(i) Ensures compliance with governmental procedures and regulations;

(j) Coordinates business plans with the businesses heads, coordinates management issues through the Board, and oversees divisional function groups and cost containment process in consultation with the Financial Controller;

(k) Maintains and facilitates a positive working environment and good employee relations; and

(l) Assists the Chairman in organising information necessary for the Board to deal with the agenda and for providing this information to Directors on a timely basis.

7 Role of Independent Directors

7.1 Independent Directors are those who have no direct or indirect pecuniary interest in the Company other than the remuneration for their services as members of the Board and Board Committees of the Group, as defined under Rule 1.01 of the Listing Requirements.

7.2 The role of Independent Directors is to constructively challenge and help develop proposals on strategy include, inter alia:

(a) To make independent assessment of the information, reports or statements, having regard to the Directors’ knowledge, experience and competence, to provide independent view and demonstrate objectivity in reviewing and challenging the management’s proposals at meetings;

(b) To devote sufficient time to update their knowledge and enhance their skills through appropriate continuing education programmes, so as to keep abreast of industry issues, market development and trend, and enable them to sustain their active participation in Board deliberations; and

(c) To act as a channel of communication between management, shareholders and other stakeholders, and provide the relevant checks and balances, focusing on shareholders’ and other stakeholders’ interests and ensuring that high standards of corporate governance are applied.

8 Role of Senior Independent Director

8.1 The role of the Senior Independent Director includes, amongst others:

(a) Act as a sound Board for the Chairman;

(b) Ensure all Independent Directors have the opportunity to give input on the agenda, and advise the Chairman on the quality, quantity and timeliness of the information submitted by management that is necessary or appropriate for the Independent Directors to perform their duties effectively;

(c) Consult the Chairman regarding Board meeting schedules to ensure the Independent Directors can discharge their duties responsibly and with sufficient time for discussion of all agenda items;

(d) Serve as the principal conduit between the Independent Directors and the Chairman on sensitive issues; and

(e) Serve as a designated contact for consultation and direct communication with shareholders on areas that cannot be resolved through the normal channels of contact with the Chairman or CEO.

9 Board Process

9.1 Board Meetings shall be conducted in a business-like manner where all Directors are encouraged to share their views and partake in discussions.

9.2 Frequency

(a) The Board shall meet regularly, at least on a quarterly basis. In addition to the quarterly meetings, Special Board meetings shall be convened as and when required to consider urgent matters that require the Board’s expeditious review and consideration. Prior notice of meetings will be given to all who are required to attend the meetings.

(b) The Board is required to attend the Board meetings and attendance of each individual Director in the meetings held in a financial year is required to be disclosed in the Annual Report.

(c) Other senior officers may be invited to attend for particular items within their responsibility. The Board may also invite external parties such as the auditors, solicitors and consultants as and when the need arises.

9.3 Agenda

(a) The notice of a Directors’ meeting together with the meeting papers shall be given in writing not less than five (5) days, unless such requirement is waived by all the eligible Directors.

(b) The agenda shall include, amongst others, matters specifically reserved for the Board’s decision. The Board shall record its deliberation, in terms of the issues discussed, and the conclusions thereof in discharging its duties and responsibilities.

9.4 Access to information and Independent Professional Advice

(a) All Directors (Executive and Non-Executive) have the same right of access to all information within the Group whether as a full Board or in their individual capacity, in furtherance of their duties and responsibilities as Directors of the Company, subject to a formal written request to the Chairman furnishing satisfactory and explicit justification for such request.

(b) All Directors shall have access to the advice and services of the Company Secretary. The Board shall recognise that the Chairman is entitled to the strong and positive support of the Company Secretary in ensuring the effective functioning of the Board.

(c) The full Board or in their individual capacity, in furtherance of their duties, shall be able to obtain an independent professional advice at the Company’s expenses.

10 Company Secretary

10.1 The Company Secretary shall be suitably qualified, competent and capable of carrying out the duties required of the post.

10.2 The key role of the Company Secretary shall include:

(a) Provide unhindered advice and services for the Directors, as and when the need arises;

(b) Enhance the effective functioning of the Board;

(d) Preparing agendas and coordinating the preparation of the Board papers in a timely and effective manner;

(e) Ensure that the Board procedures and applicable rules are observed;

(f) Maintaining records of the Board and ensure effective management of organisation’s records;

(g) Preparing comprehensive minutes to document Board proceedings and ensure conclusions are accurately recorded;

(h) Assisting the communications between the Board and management; and

(i) Providing full access and services to the Board and carrying out other functions deemed appropriate by the Board from time to time.

11 Board Committees

11.1 The Board reserves the right to establish Board Committees from time to time in the discharge of its duties and responsibilities and to support the Board in carrying out its functions.

11.2 Where a Board Committee is formed, a specific terms of reference of the Board Committee would be established to serve a guidance note which covers matters such as the purpose, composition and functions of the Committee.

11.3 A number of standing Board Committees with written terms of reference has been established as follows:

(a) Audit Committee

Audit Committee assists in providing oversight on the Group’s financial reporting, disclosure, regulatory compliance and monitoring of internal control processes within the Group. The Audit Committee reviews the quarterly financial results, unaudited and audited financial statements, internal and external audit reports as well as related party transactions.

(b) Risk Management and Sustainability Committee

The Risk Management and Sustainability Committee assist in evaluating the Group’s level of risk tolerance, assess and monitor risks, review the Group’s internal controls system and engage with management to periodically test the adequacy and effectiveness of the risk management and internal control system. The Risk Management and Sustainability Committee also sets the risk appetite of the Group as well as ensures that appropriate risk management processes are in place and applied.

(c) Nomination Committee

The Nomination Committee oversees matters relating to the nomination of new Directors, annually reviews the required mix of skills, experience and other requisite qualities of Directors as well as the annual assessment of the effectiveness of the Board as a whole, its Committees and the contribution of each individual Director as well as identify candidates to fill Board vacancies, and nominating them for approval by the Board.

(d) Remuneration Committee

The Remuneration Committee is primarily responsible for recommending to the Board the remuneration of Executive Directors, Non-Executive Directors and senior management in all its forms, drawing from outside advice if necessary.

12 Board’s Relationship with shareholders and Stakeholders

12.1 The Board shall maintain an effective communications policy that enables both the Board and management to communicate effectively with its shareholders, stakeholders and the general public.

12.2 The Board has to ensure that the AGM and EGM of the Company are conducted in an efficient matter and serves as a crucial mechanism in shareholder communications. Key ingredients behind this include the supply of comprehensive and timely information to shareholders and the encouragement of active participation at the AGM.

12.3 The Board will focus its efforts on the following best practices to enhance the effectiveness of the general meeting:

12.4 Reports made in good faith, either anonymously or otherwise, would be addressed in a timely manner and without incurring fear of reprisal regardless of the outcome of any investigation.

(a) Ensure that each item of special business included in the notice to be accompanied by a full explanation of the effects of the proposed resolution;

(b) Encourage poll voting on substantive resolution and make an announcement of the detailed results showing the number of votes cast for and against each resolution;

(c) Ensure that the Chairman provides reasonable time for discussion at the meeting. Where appropriate and if required, the Chairman will also undertake to provide written answer to any significant question which cannot be answered immediately; and

(d) Conduct a business presentation with a question and answer session, where appropriate and if required.

12.5 The CEO shall take responsibility for addressing queries from shareholders, stakeholders and analysts.

13 Induction Process

13.1 Induction of newly appointed Directors may include, but not limited to, the following:

(a) Furnishing of a copy of the previous Board minutes for at least the past six (6) months; the Business/strategic plan, pertinent management reports; profile of key competitors and significant reports by management consultants on areas of Board responsibilities;

(b) Visits to key sites; and

(c) A formal one (1) to two (2) days’ induction programme, including the elements above, and also presentations from various divisions on their strengths, weaknesses and ambitions.

14 Representation of the Company

14.1 The Board appoints the CEO to speak on behalf of the Group to manage the communication of information to investors, other stakeholders and the public in an orderly and effective manner while adhering, at all times, to relevant laws and regulatory requirements.

15 Monitoring, Periodic Review and Disclosure

15.1 This Board Charter should be reviewed annually and may be amended by the Board as it deems appropriate.

15.2 This Board Charter should be disclosed on the Company’s website.

Whistle Blowing Policy

1 OBJECTIVE OF THIS POLICY

The Company is committed to the highest possible standards of openness, integrity and accountability. In line with this commitment, this policy provides an avenue for all employees of Mikro MSC Berhad (“the Company”) and its subsidiaries (collectively referred to as the “Group”) and members of the public to come forward and voice their concerns.

2 POLICY APPLICATION

This policy is applicable to all employees of the Company and Group, as well as to stakeholders and member of the public, where relevant.

3 SCOPE OF THE POLICY

This policy provides a specific means by which employees, shareholders or members of the public can report or disclose through established channels, any improper conduct such as:

(a) Unethical behavior

(b) Malpractices

(d) Abuse of power

(e) Conflict of interest

(f) Illegal acts

(g) Failure to comply with any regulatory requirements

(h) Damage to environment

(i) Misuse of company’ property or funds

(j) The breach of a legal obligation (including negligence, criminal activity, breach of contract and breach of law).

(k) The miscarriage of justice,

(l) The danger to health and safety; or to the environment; and

(m) To cover-up of any of the above in the workplace.

The above list is not exhaustive and includes any misconduct mentioned in the organisation’s Code of Ethics and Code of Conduct.
Only genuine concerns should be reported under whistle blowing procedures. This report should be made in good faith with a reasonable belief that the information and any allegation in it are substantially true, and the report is no made for personal gain. Malicious and false allegations will be viewed seriously and treated as a gross misconducted and if proven may lead to dismissal.

3 PROTECTION TO WHISTLE BLOWER

All whistle blowers are encouraged to report genuine concerns without fear of reprisal should they act in good faith when reporting such concerns. He/She will be accorded with protection of confidentiality of identity, to any extend practicable if he/she wish to remain anonymous. An employee who whistleblows internally shall be protected against any harassments or retaliations in any forms or manners and the organisation views such actions as gross misconduct and may lead to dismissal, if proven. Any report made must be done in good faith with a reasonable belief that the information and any allegation in it are substantially true, and are not made to seek for any personal gains or for malicious purposes.

4 PROCEDURE IN MAKING A DISCLOSURE

It is advisable that any concern shall be raised with the immediate superior. However, if it is believed that it is not possible, then the concern should be reported to Executive Director which is as follow:

Attention :Executive Director
Email : symhafiz@itmikro.com

In the event where reporting to management is not possible, the concern should be addressed to the following:
Attention : Audit Committee
Email : mikroac@itmikro.com

5 ACTION

Any reports received shall be investigated promptly by the person receiving the report. If required, he can obtain assistance from other resources within the Group (e.g. Internal Audit, Accounts & Finance Department, Human Resource Department, etc.) and external resources (e.g. legal and other professional advisory, etc.) The matters and the results of the investigation shall be reported to the Audit Committee from time to time as it progresses.
Upon completion of investigation, appropriate course of action will be recommended to the Audit Committee for their deliberation. Decision taken by the Audit Committee will be implemented immediately. Where possible, steps will also be implemented to prevent similar situation arising.

6 REVIEW

This Whistle Blowing Policy should be reviewed annually by the AC.
Any revision or amendment to this Whistleblower Policy, as proposed by the Committee or any third party, shall first be presented to the Board for its approval. Upon the Board’s approval, the said revision or amendment shall form part of this Whistle Blowing Policy and this Whistle Blowing Policy shall be considered duly revised or amended.
The Whistle Blowing Policy should be disclosed on the Company’s website.

Terms of Reference for Remuneration Committee

1 Objectives

1.1 The Remuneration Committee (“RC” or “the Committee”) was formed by the Board of Directors (“the Board”) of the Company. Its primary function, in line with the Malaysian Code on Corporate Governance, is to assist the Board in the following areas:

(a) Recommend to the Board the remuneration package of executive directors and non-executive directors of the Company and its subsidiaries (“Group”) to attract, retain and motivate them; and

(b) Recommend the engagement of external professional advisors to assist and / or advise the Committee, on remuneration matters, where necessary.

2 Composition

2.1 The Remuneration Committee shall be appointed from amongst the Board and shall:

(a) comprise no fewer than three (3) members;

(b) comprise exclusively of non-executive directors, a majority of whom are independent; and

(c) elect a Chairman from its members. The Chairman shall be an Independent Non-Executive Director or the Senior Independent Director.

2.2 In the event of any vacancy with the result that the number of members (including Chairman) is reduced to below three (3), the Board shall upon the recommendation of the Nomination Committee to fill the vacancy within three (3) months. Therefore a member of the Committee who wishes to retire or resign should provide sufficient written notice to the Company so that a replacement may be appointed before he leaves.

3 Quorum and Meeting Procedures

3.1 The Committee shall meet at least once (1) a year. More meetings may be conducted if necessary.

3.2 The quorum for a meeting of the Committee shall be two (2) members. In the absence of the Chairman, the members present shall elect a Chairman for the meeting among the members present.

3.3 The secretary of the Company or his/her representative shall act as the secretary of the Committee (“the Secretary”). The Secretary, in conjunction with the Chairman, shall draw up an agenda, which shall be circulated together with the relevant support papers, at least five (5) days prior to each meeting to the members of the Committee.

3.4 The Secretary shall also be in attendance at each Committee meeting and responsible for keeping the minutes of meetings of the Committee and circulating them to Committee members and other members of the Board.

3.5. The Managing Director, Executive Directors and Chief Executive Officer (“CEO”) should play no part in decisions on their own remuneration.

3.6 The Committee members may participate in a meeting by means of conference telephone, conference videophone or any similar or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at such meeting.

3.7 A resolution in writing, signed by majority of the members of the Committee, shall be as effectual as if it has been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more committee members.

4 Advisers

4.1 The Committee is authorised by the Board to seek appropriate professional advice inside and outside the Group at the expense of the Company as and when it considers necessary in the discharge of its responsibilities.

5 Responsibilities and Duties

5.1 In fulfilling its primary objectives, the Committee shall undertake the following responsibilities and duties:

(a) Review and recommend the general remuneration policy of the Group. In determining such policy, take into account all factors which it deems necessary including relevant legal and regulatory requirements. The objective of the remuneration policy should have regard to the risk appetite of the Company and alignment to the Company’s long term strategic gains. A significant proportion of remuneration should be structured so as to link rewards to corporate and individual performance and designed to promote the long term success of the Company.

(b) Recommend to the Board the remuneration package of the Executive Directors, and Senior Management in all its forms, drawing from outside advice as necessary.

(c) Recommend to the Board the remuneration package of Non-Executive Directors. The individuals concerned should abstain from discussion on their own remuneration.

(d) Review the performance of the Managing Director Executive Directors, and Senior Management within the Group.

(e) Recommend the appointment and promotion of top executives (i.e. Executive Directors, CEO and the General Managers) within the Group, determine their salaries and recommend salary revisions and improvements as are considered necessary together with fringe benefits, prerequisites and bonus programmes.

(f) Recommend suitable incentive plans for the Managing Director, Executive Directors, and Senior Management based on key performance indicators to be developed by the Company.

(g) Carry out such other assignments as may be delegated by the Board.

6 Monitoring, Periodic Review and Disclosure

6.1 This Terms of Reference should be reviewed annually by the Remuneration Committee.

6.2 Any revision or amendment to this Terms of Reference, as proposed by the Committee or any third party, shall first be presented to the Board for its approval. Upon the Board’s approval, the said revision or amendment shall form part of this Terms of Reference and this Terms of Reference shall be considered duly revised or amended.

6.3 The Terms of Reference should be disclosed on the Company’s website.

Terms of Reference for Audit Committee

1 Objectives

1.1 The Audit Committee (“AC” or “the Committee”) was formed by the Board of Directors (“the Board”) of the Company. Its primary function, in line with the Malaysian Code on Corporate Governance, is to assist the Board in the following areas:

(a) In complying with specified accounting standards and required disclosure as administered by Bursa Malaysia Securities Berhad (“Bursa Securities”), relevant accounting standards bodies, and any other laws and regulations as amended from time to time;

(b) In presenting a balanced and understandable assessment of the Company’s position and prospects;

(c) In establishing a formal and transparent arrangement for maintaining an appropriate relationship with the Company’s external and internal auditors;

(d) Evaluate the Company and its subsidiaries (“Group”) level of risk tolerance, risk appetite and risk profile;

(e) Assess and monitor risks to be within its risk appetite; and

(f) Review the Company’s internal control and engage with management to periodically test the adequacy and effectives of the risk management framework and internal control system.

2 Composition

2.1 The AC shall be appointed from amongst the Board and shall:

(a) comprise no fewer than three (3) members;

(b) comprise exclusively of Non-Executive Directors, a majority of whom are independent;

(c) elect a Chairman from its members. The Chairman shall be an Independent Non-Executive Director and is not the Chairman of the Board.

(d) at least one (1) member must be a member of the Malaysian Institute of Accountants or possess such other qualification and/or experience as approved by Bursa Securities.

2.2 A former partner of the external audit firm is required to observe a cooling-off period of at least three (3) years. No alternate director shall be appointed as a member of the Committee.

2.3 In the event of any vacancy with the result that the number of members (including Chairman) is reduced to below three (3), the Board shall upon the recommendation of the Nomination Committee to fill the vacancy within three (3) months. Therefore a member of the Committee who wishes to retire or resign should provide sufficient written notice to the Company so that a replacement may be appointed before he leaves.

3 Quorum and Meeting Procedures

3.1 The Committee shall meet at least four (4) times in each financial year. More meetings may be conducted if necessary.

3.2 The quorum for a meeting of the Committee shall be two (2) members. In the absence of the Chairman, the members present shall elect a Chairman for the meeting among the members present.

3.3 The secretary of the Company or his/her representative shall act as the secretary of the Committee (“the Secretary”). The Secretary, in conjunction with the Chairman, shall draw up an agenda, which shall be circulated together with the relevant support papers, at least five (5) days prior to each meeting to the members of the Committee.

3.5 The internal auditors have the right to appear and be heard at any meeting of the Committee and are recommended to attend each AC meeting.

3.6 Upon the request of the external and / or internal auditors, the Chairman shall also convene a meeting of the AC to consider any matter the external and / or internal auditors believe should be brought to the attention of the Board or the shareholders.

3.7 The AC shall meet with the external and internal auditors without the presence of executive Board members and the management whenever deemed necessary.

3.8 The Committee members may participate in a meeting by means of conference telephone, conference videophone or any similar or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at such meeting.

3.9. A resolution in writing, signed by majority of the members of the Committee, shall be as effectual as if it has been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more committee members.

4 Disclosure

4.1 The AC is required to prepare an AC Report at the end of each financial year to be included and published in the Annual Report. The AC Report shall include the following:

(a) Composition of the AC, including the name, designation (indicating the Chairman) and directorship of the members (indicating whether the Directors are independent or otherwise);

(b) Number of AC meetings held during the financial year and details of attendance of each AC member;

(c) Summary of the activities carried out by the AC in the discharge of its responsibilities, functions and duties for that financial year of the Company;

(d) Summary of the activities carried out by the internal auditors; and

(e) Summary of any conflict of interest or potential conflict of interest situation reviewed by the AC (excluding a related party transaction), and the measures taken to resolve, eliminate, or mitigate such conflicts.

4.2 The AC shall assist the Board in making the following additional statements in the Annual Report:-

(a) Statement explaining the Board’s responsibility for preparing the annual audited financial statements of the Group; and

(b) Statement about the state of internal control and risk management of the Group.

5 Advisers

5.1. The Committee is authorised by the Board to seek appropriate professional advice inside and outside the Group at the expense of the Company as and when it considers necessary in the discharge of its responsibilities.

6 Rights

6.1 The Committee shall:

(a) Have authority to investigate any matter within its terms of reference;

(b) Have the resources which are required to perform its duties;

(c) Have full and unrestricted access to any information pertaining to the Group which is required for the purpose of discharging its functions and responsibilities;

(d) Have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity and senior management of the Company;

(e) Have the right to obtain independent professional or other advice at the Company’s expense;

(f) Have the right to convene meetings with the external auditors and the persons carrying out the internal audit function, excluding the attendance of the management and any executive members of the Board, whenever deemed necessary;

(g) Promptly report to the Bursa Securities, or such other name(s) as may be adopted by Bursa Securities, matters which have not been satisfactorily resolved by the Board resulting in a breach of the listing requirements;

(h) Have the right to pass resolutions by a simple majority vote from the Committee and that the Chairman shall have the casting vote should a tie arise;

(i) Meet as and when required on a reasonable notice; and

(j) The Chairman shall call for a meeting upon the request of the external auditors or internal auditors

7 Responsibilities and Duties

7.1 In fulfilling its primary objectives, the Committee shall undertake the following responsibilities and duties:-

(a) To review with the external auditors on:

(i) The audit plan, its scope and nature;

(ii) The audit report;

(iii) The result of their evaluation of the accounting policies and system of internal accounting controls within the Group;

(iv) The assistance given by the officers of the Company to external auditors, including any difficulties or disputes with management encountered during the audit; and

(v) Any other matters the external auditors may wish to discuss in the absence of the management, if necessary.

(b) To review the adequacy of the scope, functions and resources and set the standards of the internal audit function.

(i) 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;

(ii) Review the internal audit programme, processes, the results of the internal audit programme and process and where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function;

(iii) Review any appraisal or assessment of the performance of members of the internal audit function;

(iv) Review the independency of members of the internal audit function;

(v) Approve any appointment or termination of the internal auditors;

(vi) Take cognizance of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning;

(vii) Review the necessary budget allocated to internal audit function;

(viii) Investigate or cause to be investigated any activity within its Terms of Reference; and

(ix) To have explicit authority over the resources such as professional advice and full access to information to investigate certain matters.

(d) To review with management:

(i) Audit reports and management letter issued by the external auditors and the implementation of audit recommendations;

(ii) Interim financial information; and

(iii) The assistance given by the officers of the Company to external auditors.

(e) To review and monitor related party transactions and conflict of interest and/or potential conflict of interest situation that arose, persist or may arise within the Group including any transaction, procedure or course of conduct that raises questions of management integrity, and the measures taken to resolve, eliminate, or mitigate such conflicts.

(f) To review the quarterly reports on consolidated results and annual financial statements prior to submission to the Board, focusing particularly on:

(i) Changes in or implementation of major accounting policy and practices;

(ii) Significant and/or unusual matters highlighted including financial reporting issues, significant judgements made by management, significant and unusual events or transactions and how these matters are being addressed;

(iii) The going concern assumption;

(iv) Compliance with accounting standards and other legal requirements; and

(v) Major areas.

(g) To consider the appointment and/or re-appointment of auditors, the audit fee and any questions of resignation or dismissal including recommending the nomination of person or persons as auditors. In considering the appointment and/or re-appointment of the auditors, to consider among others:

(i) The adequacy of the experience and resources of the accounting firm;

(ii) The persons assigned to the audit;

(iii) The accounting firm’s audit engagements;

(iv) The size and complexity of the Company’s Group being audited;

(v) The number and experience of supervisory and professional staff assigned to the particular audit.
The Committee shall also consider the performance of the external auditors and its independence annually as below:

(i) The competence, audit quality and resource capacity of the external auditors in relation to the audit;

(ii) The external auditors’ ability to meet deadlines in providing services and responding to issues in a timely manner as contemplated in the external audit plan;

(iii) The nature of the non-audit services provided by the external auditors and fees paid for such services relative to the audit fee;

(iv) Whether there are safeguards in place to ensure that there is no threat to the objectivity and independence of the audit arising from the provision of non-audit services or tenure of the external auditors; and

(v) Obtaining written assurance from the external auditors confirming that they are and have been independent throughout the conduct of the audit engagement and in accordance with the terms of all relevant regulatory requirements.

(h) To review and approve the non-audit services provided by the external auditors and/or its network firms to the Company for the financial year, including the nature of the non-audit services, fees for the non-audit services relative to the external audit fees and safeguards deployed to eliminate or reduce the threat to objectivity and independence in the conduct of the external audit resulting from the non-audit services provided.

In the event that the non-audit fees paid to the Company’s external auditors, or a firm or corporation affiliated to the external auditors’ firm are significant (e.g. constitute 50% of the total amount of audit fees paid to the Company’s external auditors) the Company is required to state the details on the nature of non-audit services-rendered in the Annual Report under the AC Report.

(i) To verify any allocation of options in accordance with the employees share scheme of the Company, at the end of the financial year.

(j) review the adequacy and integrity, including effectiveness, of risk management and internal control systems, management information system, and the internal auditors’ and/or external auditors’ evaluation of the said systems and assess the resources and knowledge of the management and employee involved in the risk management process.

(k) review the risk profile of the Group (including risk registers) and the Risk Management team’s plans to mitigate business risks as identified from time to time.

(l) review the effectiveness of internal control systems deployed by the management to address those risks.

(m) review and recommend the corrective measures undertaken to remedy failings and/or weakness.

(n) review and recommend risk management strategies and policies.

(o) review and assess adequacy of risk management policies and framework in identifying, measuring, monitoring, mitigating, and controlling risk and the extent to which these are operating effectively.

(p) ensure adequate infrastructure, resources and systems are in place for risk management.

(q) review periodic reports from the management on risk exposure, risk portfolio composition and risk management activities.

(r) review and recommend new policies or changes to policies, and to consider their risk implications including the procedures in place by management to prevent and detect fraud such as cyber fraud.

(s) review the impact of risk on capital adequacy and profitability under normal and stress scenarios.

(t) review and evaluate the various processes and systems engaged by the Company and to ensure that they are conducted within the standards and policies as set by the Board.

(u) assess the adequacy of the business recovery/disaster recovery procedures.

(v) oversee the Group’s internal control structure to ensure operational effectiveness and efficiency, reduce risk of inaccurate financial reporting, protect the Group’s assets from misappropriation and encourage legal and regulatory compliance.

(w) provide reporting and update the Board on key risk management issues.

(x) To review the statement with regard to the statement of risk management and internal controls of the Company for inclusion in the Annual Report and report the same to the Board.

(y) To consider other areas as defined by the Board or as may be prescribed by Bursa Securities or any other relevant authority from time to time.

8 Monitoring, Periodic Review and Disclosure

8.1 This Terms of Reference should be reviewed annually by the AC.

8.2 Any revision or amendment to this Terms of Reference, as proposed by the Committee or any third party, shall first be presented to the Board for its approval. Upon the Board’s approval, the said revision or amendment shall form part of this Terms of Reference and this Terms of Reference shall be considered duly revised or amended.

8.3 The Terms of Reference should be disclosed on the Company’s website.

Terms of Reference for Nominating Committee

1 Objectives

1.1 The Nomination Committee (“NC” or “the Committee”) was formed by the Board of Directors (“the Board”) of the Company. Its primary function, in line with the Malaysian Code on Corporate Governance, is to assist the Board in the following areas:

(a) Proposing new nominees for the Board – the actual decision as to who shall be nominated shall be the responsibility of the full Board after considering the recommendations of the Committee;

(b) Assessing the effectiveness of the directors of the Company and its subsidiaries (“Group”) on an on-going basis;

(d) Assess the size and composition of the Board; and

2 Composition

2.1 The NC shall be appointed from amongst the Board and shall:

(a) comprise no fewer than three (3) members;

(b) comprise exclusively of non-executive directors, a majority of whom are independent; and

(c) elect a Chairman from its members. The Chairman shall be an Independent Non-Executive Director or the Senior Independent Director.

2.2 In the event of any vacancy with the result that the number of members (including Chairman) is reduced to below three (3), the Board shall upon the recommendation of the NC to fill the vacancy within three (3) months. Therefore a member of the Committee who wishes to retire or resign should provide sufficient written notice to the Company so that a replacement may be appointed before he leaves.

3 Quorum and Meeting Procedures

3.1 The Committee shall meet at least once (1) a year. More meetings may be conducted if necessary.

3.2 The quorum for a meeting of the Committee shall be two (2) members. In the absence of the Chairman, the members present shall elect a Chairman for the meeting among the members present.

3.5 The Chairman shall submit an annual committee report to the Board, summarising the Committee’s activities during the year and the related significant results and findings thereof, including details of relevant training attended by each Committee member. The activities of the Committee in the discharge of its duties for the relevant year should also be included the Annual Report.

3.7 The Committee may pass a resolution by a simple majority vote and that the Chairman shall have the casting vote should a tie arise;

3.8 A resolution in writing, signed by majority of the members of the Committee, shall be as effectual as if it has been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more committee members.

4 Advisers

5 Responsibilities and Duties

5.1 In fulfilling its primary objectives, the Committee shall undertake the following responsibilities and duties:-

(a) Annually review the Board’s required mix of skills, experience, quality and core competencies which Non-Executive Directors should bring to the Board. This should be disclosed in the Annual Report.

(b) Annually assess the effectiveness of the Board as a whole, the Committees of the Board and the contribution of each individual Director.

(d) Recommend to the Board, candidates for all directorships to be filled by the shareholders or the Board. In making its recommendations, the Committee shall assess and consider the following attributes or factors:-

(i) skills, knowledge, expertise and experience;

(ii) professionalism;

(iii) commitment (including time commitment) to effectively discharge his/her role as a Director;

(iv) contribution and performance;

(v) background, character, integrity, and competence; in the case of candidates for the position of Independent Non-Executive Directors, the Committee shall also evaluate the candidates’ ability to discharge such responsibilities/functions as are expected from Independent Non-executive Directors; and

(vi) Boardroom diversity including gender diversity.

(e) Review the term of office and performance of the audit committee and each of its members to determine whether such audit committee and members have carried out their duties in accordance with their terms of reference.

(f) Review the Board’s diversity including gender, age experience and ethnicity.

(g) Recommend the re-appointment/re-election of the Directors at the conclusion of his/her specified term of office by rotation in accordance with the Constitution of the Company.

(h) Consider candidates for directorships proposed by the CEO and, within the bounds of practicability, by any other senior executive or any Director or shareholder.

(i) Recommend to the Board, Directors to fill the seats on Board committees.

(j) Consider and recommend suitable persons for appointment as Board members of subsidiary and associate companies as Group nominees and to annually review their contribution.

(k) Consider and recommend any measures to upgrade the effectiveness of Directors of the Group and its subsidiary and associate companies.

(l) To ensure that all Directors and senior management receive appropriate continuous training in order to keep abreast with the industry and with changes in the relevant statutory and regulatory requirements and to be equipped with the knowledge and skills to contribute effectively to the Board
(m) Plan for succession to the position of Chairman of the Board, Managing Director (“MD”) and CEO as well as certain other senior management positions in the Group. The MD/CEO annually provides the Committee with an assessment of senior managers and their potential.
(n) Establish management development programme for the Company.
(o) Carry out such other assignments as may be delegated by the Board.

6 Procedures

6.1 The Committee follows formal and transparent procedures when appointing directors, as follows:

(a) The Committee shall prepare descriptions of the director characteristics the Board is looking for in a new appointment.

(b) The Committee will seek professional advice as and when it considers necessary to identify a short-list of suitable candidates and a list of nominations for candidates proposed by the MD/CEO, and within the bounds of practicability, by any other senior executive, director or shareholder for considerations.

(c) All the candidates are interviewed by at least two (2) members of the Committee whose evaluations will be circulated to all the members of the Committee. A target appointment date is then fixed.

(d) The Committee will then have to make a majority decision in recommending the appointment to the Board.

(e) The Board will then decide on the best candidate by ballot or majority decision and a Board resolution will be passed to appoint the candidate.

(f) The written consent of the nominees to act if elected shall be secured.

6.2 The Committee shall regulate its own procedure to be followed in the discharge of its duties and responsibilities. The regulation and implementation of such procedure shall, as far as circumstances permit be in keeping with the principles and requirements of the Malaysian Code on Corporate Governance.

7 Succession Planning

7.1 The Committee shall:

(a) keep under review the leadership needs of the Company, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;

(b) give full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the Company, and the skills and expertise needed on the Board in future;

(d) make recommendations to the Board concerning the re-appointment of any non-executive Director at the conclusion of his or her specified term of office, re-election of any Director under the retirement by rotation provisions in the Constitution of the Company;

(e) make any necessary recommendations to the Board concerning the continuation in office, suspension or termination of service of any director of the Group (the exception of Executive Directors whose employment is subject to the provisions of their service contracts, if any); and

8 Monitoring, Periodic Review and Disclosure

8.1 This Terms of Reference should be reviewed annually by the NC.

8.3 The Terms of Reference should be disclosed on the Company’s website.

Corporate Disclosure Policy

1 Introduction

1.1 The Board of Directors (“the Board”) of Mikro MSC Berhad (“the Company”) has
adopted this policy (“the Policy”) for Directors of the Company and its subsidiaries
(collectively referred to as “the Group”). This Policy has taken into account the
recommendation contained in the Malaysian Code on Corporate Governance and
disclosure obligations contained in the listing requirements of Bursa Malaysia
Securities Berhad.

2 Investor Relations Structure and Responsibilities

2.1. The Group has established the following Investor Relations (“IR”) structure and
responsibility for the implementation of IR programme and strategy:
Spokespersons: Managing Director (“MD”)/Chief Executive Officer (“CEO”)

2.2 The Group’s MD and CEO have been appointed to communicate with audience
constituents and respond to questions in relation to the corporate vision, strategies,
developments, future prospects, financial results and plans, operation matters, etc.

3 Mode of Disclosure

3.1 The Group makes use of a broad range of communication channels to disseminate
information regarding the Group. These would include:

(a) Electronic facilities provided by Bursa Malaysia Securities Berhad;

(b) Press releases;

(d) Emails;

(e) Road shows or events; and

(f) Annual General Meetings / Extraordinary General Meetings

4 IR Programmes and Strategies

4.1 The Group has the following programmes and strategies in place to bridge and
enhance the relationship with investors or potential investors:

(a) Announcement of Material Information and Press Release
After the approval from the Board of Directors on releasing material information
is obtained, an announcement is made to the Bursa Exchange or a company
press release will be issued to all major newspapers.

(b) Annual General Meeting or Extraordinary General Meeting and Press Conference
The Annual General Meeting / Extraordinary General Meeting / Press Conference is held to communicate with the shareholders on the Group’s performance, strategy, proposed corporate exercises, outlook, operational matters, etc.

(c) Annual and Quarterly Financial Reports
The Annual Report and Quarterly financial reports are submitted to the Bursa Exchange and also available on the corporate website of the Group.

(d) Meetings or Interviews with Investors, Analysts and Media
The spokespersons will meet the shareholders, analysts or media to update them on the Group’s performance, strategy, development, etc.

(e)Participate in Investor Relations Web Portal
The Group has established a company website including the creation of an IR web portal to reach out to current and potential investors.

5 Reports and Rumours

5.1 Analysts’ Reports

5.1.1 It is the Group’s policy not to provide focused guidance to analysts in their efforts to develop their financial reports or earnings estimate of the Company. The Company will point out factual errors or assumptions which are inconsistent with previously announced information.

5.2 Rumours

5.2.1 It is the Group’s policy not to respond or comment on market rumours and speculation, unless they appear to contain material information or misinformation, or may be reasonably expected to affect the price of the Group’s securities or trading activity in those securities.

6 Obtaining Feedback

The Group has developed various channels for shareholders and major stakeholders to provide their comments and feedback. The Group will consider the relevant comments and feedback received in establishing its corporate strategy.

7 Monitoring, Periodic Review and Disclosure

7.1 This Policy should be reviewed annually and may be amended by the Board as it deems appropriate.

Director and Senior Management Remuneration Policy

1 Introduction

1.1 This policy sets out the criteria to be used in recommending the remuneration package of the Directors, Chief Executive Officer (“CEO”) and senior management of Mikro MSC Berhad (“the Company”) and is in line with the best practice provision of the Malaysian Code on Corporate Governance.

2 Objectives

2.1 This policy is designed to:

(a) Determine the level of remuneration package of Directors, CEO and senior management;

(b) Attract, develop and retain high performing and motivated Directors, Group CEO and senior management with a competitive remuneration package;

(c) Provide a remuneration such that the Directors, CEO and senior management are paid a remuneration commensurate with the responsibilities of their position; and

(d) The remuneration shall be based on conditions that are market competitive and at the same time aligned with shareholders’ interests. Hence, encourage the value creation for the Company and its Stakeholders.

3 Remuneration Components

3.1 Fixed Salary

3.1.1 Fixed Salary for the Executive Directors, CEO and Senior Management and is determined according to:

(a) The scope of the duty and responsibilities;

(b) The conditions and experiences required;

(d) The corporate and individual performance; and

(e) Current market rate within the industry and in comparable companies.

3.2 Bonus

3.2.1 The bonus in the case of the Executives Directors, CEO and Senior Management is designed to reward outstanding performance. The bonus is granted to reflect the Executive Directors, CEO and Senior Management’s performance as well as the Group results. A discretionary assessment is made to ensure that all factors which include measurable and not directly measurable are considered.

3.3 Fixed Fee for members of Board of Directors

3.3.1 The fixed fee for the members of Board of Directors is determined according to:

(a) On par with the rest of the market;

(b) Reflect the qualifications and contribution required in view of the Group’s complexity;

(d) The number of Board meetings; and

(e) The corporate and individual performance

3.4 Other Benefits and Allowances

3.4.1 The benefits and allowances which should be decided by the Board as a whole include:

(a) Chairman’s allowance;

(b) Meeting allowance;

(d) Benefit in kind such as motor vehicle, petrol, driver, medical benefits, use of mobile phone and accommodation.

4 Remuneration Procedures

4.1 The Remuneration Committee comprised of only Independent Directors. The Remuneration Committee reviews and approves the annual salaries, incentive arrangements, service arrangements and other employment conditions for the executive Directors.

4.2 The determination of the remuneration for Non-Executive Directors is a matter for the Board as a whole. The Executive Directors should not be present when matters affecting their own remuneration arrangements are considered.

4.3 The policy of the Remuneration Committee is in line with the Group’s overall practice on compensation and benefits, which is to reward employees competitively, taking into account performance, market comparisons and competitive pressures in the industry. Whilst not seeking to maintain a strict market position, it takes into account comparable roles in similar organisations.

5 Monitoring, Periodic Review and Disclosure

5.1 The Policy should be reviewed annually by the Remuneration Committee.

5.2 The Policy should be disclosed on the Company’s website.

External Auditor Assessment Policy

1 Introduction

1.1 External Auditors play a vital role in the process of accountability for shareholders and the effective functioning of the capital market by the provision of consistent and reliable financial reporting. The Board of Directors (“the Board”) and its Audit Committee (“AC”) of the Company are committed to ensuring the suitability and independence of external auditors in substance as well as in form.

1.2 Management shall obtain assurance from the external auditors confirming that they are, and have been, independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements.

1.3. Both the Internal and External Auditors of the Company provide integral support for the AC which was established by the Board, among others, to assist in its oversight function of the Company’s financial reporting. As such, in relation to the External Auditors, the AC, as a measure for ensuring financial statements are a reliable source of information, has to ensure the suitability and independence of its External Auditors.

2 Objective

2.1 The objective of this External Auditors Assessment Policy is to outline the guidelines and procedures for the AC to review, assess and monitor the performance, suitability and independence of the Company’s External Auditors.

3 Selection and Appointment

3.1 In discharging of the AC responsibility above, the AC is entrusted the duty to oversee the appointment, remuneration and removal of External Auditors.

3.2 Should the AC determine a need for a change in External Auditors, the AC will follow the following procedures for selection and appointment of new External Auditors:

(a) To identify the audit firms which meet the criteria for appointment upon considering the engagement proposals;

(b) To assess the proposals and shortlist the suitable audit firms;

(d) To recommend the appropriate audit firm to the Board for appointment as External Auditors; and

(e) To endorse the recommendation and seek shareholders’ approval for the appointment of the new External Auditors and/or resignation/removal of the existing External Auditors at the general meeting.

3.3 The AC may delegate or seek the assistance of the Chief Financial Officer to perform items (a) to (c) above;

4 Annual Assessment

4.1 The Company shall at each annual general meeting appoint or re-appoint the External Auditors of the Company, and External Auditors so appointed shall, hold office until the conclusion of the next annual general meeting of the Company.

4.2 In discharging this duty, AC shall carry out annual assessment on the performance and may request the Chief Financial Officer and Internal Auditors to join the assessment, on the suitability of the External Auditors on the following areas:

(a) Service quality;

(b) Sufficiency of resources;

(d) Independence, Objectivity and Professionalism;

(e) Ability to meet deadlines in providing services and responding to issues in a timely manner as contemplated in the external audit plan;

(f) The nature of the non-audit fees provided and fees paid for such services related to the audit fee; and

(g) Whether there are safeguards in place to ensure there is no threat to the objectivity and independence of the audit arising from the provision of non-audit services or tenure of the external auditors.

5 Assessment of Independence

5.1 The External Auditors are precluded from providing any services that may impair their independence or conflict with their role as External Auditor. In avoidance of doubt, the AC shall obtain a written assurance from the External Auditors confirming that they are, and have been, independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements.

6 Non-Audit Engagement

6.1 The External Auditors can be engaged to perform non-audit services provided such services provided do not impair, or appear to impair the auditor’s independence or objectivity.

6.2 The prohibition of non-audit services is based on the following three (3) basic principles:

(a) External Auditors cannot function in the role of Management;

(b) External Auditors cannot audit their own work; and

6.3 The External Auditors shall also observe and comply with the By-Laws of the Malaysian Institute of Accountants in connection with the provision of non-audit services, which also prohibits the provision of certain services including the following:-

(a) Accounting and book keeping services;

(b) Valuations services;

(d) Internal audit services;

(e) IT systems services;

(f) Litigation support services;

(g) Recruitment services; and

(h) Corporate finance services.

6.4 All engagement of the External Auditors to provide non-audit services are subject to the approval/endorsement of the AC. Management shall also obtain written assurance from the External Auditors that the independence of the External Auditors will not be impaired by the provision of non-audit services.

6.5 Should the non-audit services constitute 50% of the total amount of audit fees paid to the External Auditors, the AC to recommend to the Board on the provision of such non-audit services.

6.6. Additionally, for non-audit services which exceed 50% of the total amount of fees, the AC will consider the skills and experience of the External Auditors and other suppliers who would make it the most suitable suppliers of such non-audit services. In deciding whether to appoint External Auditors to carry out the services, the principal consideration should be to ensure that the provision of the service does not impair the External Auditors’ independence and objectivity.

7 Term of Audit Partner

7.1 The external audit firm shall be required to rotate the Audit Partner on engagement at least every five (5) financial years.

8 Annual Reporting

8.1 The External Auditors shall:

(a) issue an annual audit plan for review and discussion with the AC;

(b) at the conclusion of the audit review, shall discuss findings, significant audit weakness and audit related recommendations with the AC and Senior Management; and

9 Monitoring, Periodic Review and Disclosure

9.1 This Policy should be reviewed annually by the AC.

9.2 Any revision or amendment to this policy, as proposed by the Committee or any third party, shall first be presented to the Board for its approval. Upon the Board’s approval, the said revision or amendment shall form part of this policy and this policy shall be considered duly revised or amended.

Code of Conduct

1 Introduction

1.1 Mikro MSC Berhad (“the Company”) and its subsidiaries (collectively referred to as “the Group”) business practices have been governed by integrity, honesty, fair dealing and compliance with all applicable laws since its inception.

1.2 The Group’s Code of Conduct (“the Code”) applies to all Directors, officers and employees (“Affected Personnel”) and sets forth the standards by which we conduct our operations as well as to assist in the continued implementation of the Group’s business principles.

1.3 The Code applies to all business and countries in which the Group operates and is not intended to be exhaustive nor can it anticipate every situation which may occur. Affected Personnel should seek guidance when they are in doubt about the proper course of action in a given situation. In this regard, the Group expects the Affected Personnel to use their common sense and sound judgment. However, compliance with this Code is an obligation owed by all Affected Personnel to each other and to the Group.

2 General Principles

2.1 Organisational Code of Conduct

2.1.1 The Group and all Affected Personnel must, at all times, comply with all applicable laws and regulations. The Group will not condone the activities of Affected Personnel who achieve results through violation of the law or unethical business dealings.

2.1.2 All business conduct should be well above the minimum standards required by law. Accordingly, the Affected Personnel must ensure that their actions cannot be interpreted as being, in any way, in contravention of the laws and regulations governing the Group’s operations.

2.2 General Employee Conduct

2.2.1 All Affected Personnel must act honestly and fairly in all business transactions and dealings with others and must act within the best interests of the Group.

2.2.2 Affected Personnel must treat others within the Group, suppliers, customers, and all other persons with whom they deal with at work with the utmost courtesy and respect.

3 Professional Conduct

3.1 Conflict of Interest

3.1.1 The Group expects that the Affected Personnel will perform their duties conscientiously, honestly, and in accordance with the best interests of the Group.

3.1.2 Affected Personnel must take care to separate their personal roles from their positions when communicating on matters not involving the Group’s business.

3.1.3 Affected Personnel must not use their positions or the knowledge gained as a result of their positions for private or personal advantage. Regardless of the circumstances, if the Affected Personnel sense that a course of action they have pursued, or are presently pursuing, or are contemplating pursuing may involve them in a conflict of interest with their employer, they should immediately communicate all the facts to their immediate superior.

3.2 Gifts, Gratuities and Entertainment

3.2.1 Affected Personnel must not accept entertainment, gifts, or personal favours that could, in any way, influence, or appear to influence, business decisions in favour of any person or organization with whom or with which the Group has, or is likely to have, business dealings.

3.2.2 The Affected Personnel must not accept any other preferential treatment under these circumstances because their positions with the Group might be inclined to, or be perceived to, place them under obligation to return the preferential treatment.

3.2.3 Similarly, Affected Personnel must not corruptly give, agree to give, promise or offer to any person any gratification whether for the benefit of that person or another person with intent to obtain or retain business for the Group or to obtain or retain an advantage in the conduct of business for the Group.

3.3 Involvement in Other Employment or Business

3.3.1 Affected Personnel are expected to devote the whole of their time and attention during working hours to the business of the Group and at other times as reasonably necessary to properly perform their duties.

3.3.2 The Group discourages Affected Personnel from seeking additional employment or business outside the Group which may interfere with their commitments with the Group. Specifically, this means any employment outside the Group which:

(a) Could lead to a conflict of interest, such as working for a customer, supplier or competitor of the Group.

(b) Results in absenteeism, inability to meet job requirements, or poor job performance at the Group.

3.3.3 Affected Personnel shall not without the consent of the Group be engaged in any additional employment or business outside the Group.

3.4 Fair Dealings with Third Parties

3.4.1 Affected Personnel involved in the negotiation of agreements and contracts on behalf of the Group must ensure that all statements, communications and representations are accurate and truthful and must act honestly and fairly in all such business transactions.

3.5 Fraudulent Activities

3.5.1 Affected Personnel must not enter into fraudulent activities. Fraudulent activities encompass an array of irregularities and illegal acts characterised by intentional deception. Fraud can be perpetrated by persons outside as well as inside the Group.

3.5.2 No one has the authority to commit illegal acts related to the Group. Fraudulent activities include acts that are not only a detriment to the Group, but also a detriment to third parties. Engaging in any act that involves fraud, theft, embezzlement or misappropriation of any property, including that of the Group, or any of its employees, suppliers or customers is strictly prohibited.

3.6 Insider Trading

3.6.1 Affected Personnel must not use misuse market sensitive confidential information and trade in securities of the Group in the stock exchange if that information has not been made public.

3.6.2 Affected Personnel must not disclose market sensitive information of the Group to any parties regardless of circumstances to deal with securities of the Group.

3.7 Prompt Communications

3.7.1 In all matters relevant to customers, suppliers, government authorities, the public and others in the Group, the Affected Personnel must make every effort to achieve complete, accurate, and timely communications, responding promptly and courteously to all proper requests for information and to all complaints.

4 Use of Company Property, Information and Resources

4.1 General Misuse

4.1.1 Generally, the use of the property, information, and resources of the Group for any purposes other than the business of the Group is prohibited.

4.1.2 Affected Personnel are not authorised to use the Group’s name or letterhead except in the ordinary course of business and for the legitimate business of the Group.

4.2 Funds and Other Assets

4.2.1 Affected Personnel who have access to funds in any form must follow the prescribed procedures for recording, handling, and protecting money as detailed in the Group’s policies and procedures.

4.2.2 The Group imposes strict standards to prevent fraud and dishonesty. If any Affected Personnel become aware of any evidence of fraud and dishonesty, they should immediately advise their superior so that the matter can be promptly investigated.

4.2.3 Funds and all other assets of the Group are for the use of the Group only and not for personal benefit. When an Affected Personnel’s position requires spending the Group’s funds or incurring any reimbursable personal expenses, that individual must use good judgment on the Group’s behalf to ensure that good value is received for every expenditure.

4.3 Records and Communications

4.3.1 Accurate and reliable financial books, records and statements are necessary to meet the Group’s legal and financial obligations and to manage the affairs of the Group. The books and records must reflect in an accurate and timely manner all business transactions undertaken by the Group. The Affected Personnel responsible for accounting and recordkeeping must fully disclose and record all assets and liabilities, and must exercise diligence in enforcing these requirements.

4.4 Confidentiality

4.4.1 Over the course of employment with the Group, the Affected Personnel may be exposed to confidential information regarding the Group, its customers, suppliers, contractors or employees. The Affected Personnel are expected to keep any such information confidential.

4.4.2 All current and former Affected Personnel of the Group may not make improper use of confidential information which they may have acquired as a result of their employment with the Group to gain directly or indirectly an advantage for themselves, or any other person, or to cause detriment to the Group or its customers, suppliers, contractors or employees.

4.4.3 Confidential information includes, but is not limited to, all trade secrets, intellectual property, marketing, sales and business plans, customer and supplier lists, personal customer information, including account history/activity, and any other information concerning the business, finances, transactions or affairs of the Group.

4.4.4 It is important for all Affected Personnel to note that the obligations relating to confidentiality will remain in force for the duration of their employment and after the termination of their employment.

5 Administration of the Code

5.1 Where to get guidance

5.1.1 Affected Personnel can seek advice from Group Human Resources if you are uncertain as to the interpretation of the Code.

5.2 Whistle Blowing

5.2.1 Affected Personnel who become aware of a suspected violation of the Code, whether before or after it has occurred, must promptly report the matter to their superior or Group Human Resources in accordance with the Group’s Whistle Blowing Policies and Procedures. If the Affected Personnel are still concerned after speaking with such person or feel uncomfortable speaking with such person (for whatever reason), they may contact the Chairman of the Audit Committee or the Chairman of the Board of Directors.

5.2.2 Violations or any concerns or questions about potential violations by any Director or senior management personnel of the Group should be promptly reported to the Chairman of the Audit Committee or the Chairman of the Board of Directors.

6 Monitoring, Periodic Review and Disclosure

6.1 The Code should be reviewed annually and may be amended by the Board as it deems appropriate.

6.2 The Code should be disclosed on the Company’s website.

Directors' Fit and Proper Policy

1 Introduction

1.1 The Board of Directors of Mikro MSC Berhad (“the Company”) has adopted this Directors’ Fit and Proper Policy (“the Policy”) which is intended for the Company and its subsidiaries (collectively referred to as “the Group”).

1.2. The Policy serves to guide the Nomination Committee (“NC”) of the Company and its Directors to review and assessment of candidates that are to be appointed onto the Board as well as Directors who are seeking for election or re-election.

1.3 This Policy is firmly aligned with the achievement of the Company’s business objectives, values and principles.

2 Criteria

2.1 For the purpose of establishing whether a person is fit and proper to be elected or re-elected to the Board of the Group, the candidate has to be assessed based on the following criteria:

2.1.1 Character and Integrity

a) Probity

• is compliant with legal obligations, regulatory requirements and professional standards.

• has not been obstructive, misleading or untruthful in dealings with regulatory bodies or a court.

b) Personal Integrity

• has not perpetrated or participated in any business practices which are deceitful, oppressive, improper (whether unlawful or not), or which otherwise reflect discredit on his professional conduct.

• service contract (i.e. in the capacity of management or Director) had not been terminated in the past due to concerns on personal integrity.

• has not abused other positions (i.e. political appointment) to facilitate government relations for the company in a manner that contravenes the principles of good governance.

• has no concurrent responsibilities and/or interest which would contribute to a conflict of interest or potential conflict of interest situation, including interest in any competing business with the Group.

c) Financial Integrity

• manages personal debts or financial affairs satisfactorily.

• demonstrates ability to fulfil personal financial obligations as and when they fall due.

d) Reputation

• is of good repute in the financial and business community.

• has not been the subject of civil or criminal proceedings or enforcement action, in managing or governing an entity for the past ten (10) years.

• has not been substantially involved in the management of a business or company which has failed, where that failure has been occasioned in part by deficiencies in that management.

2.1.2 Experience and competence

a) Qualifications, training and skills

• possesses education qualification that is relevant to the skill set that the Director is earmarked to bring to bear onto the boardroom (i.e. a match to the board skill set matrix).

• has a considerable understanding on the business and workings of a corporation.

• possesses general management skills as well as understanding of corporate governance and sustainability issues.

• keeps knowledge current based on continuous professional development.

• possesses leadership capabilities and a high level of emotional intelligence.

b) Relevant experience and expertise

• possesses relevant experience and expertise with due consideration given to past length of service, nature and size of business, responsibilities held, number of subordinates as well as reporting lines and delegated authorities.

c) Relevant past performance or track record

• had a career of occupying a high-level position in a comparable organisation, and was accountable for driving or leading the organisation’s governance, business performance or operations.
• possesses commendable past performance record as gathered from the results of the board effectiveness evaluation.

2.1.3. Time and commitment

a) Ability to discharge role having regard to other commitments

• able to devote time as a board member, having factored other outside obligations including concurrent board positions held by the Director across listed issuers and non-listed entities (including not-for-profit organisations).

b) Participation and contribution in the board or track record

• demonstrates willingness to participate actively in board activities.

• demonstrates willingness to devote time and effort to understand the businesses and exemplifies readiness to participate in events outside the boardroom.

• manifests passion in the vocation of a Director.

• exhibits ability to articulate views independently, objectively and constructively.

• exhibits open mindedness to the views of others and ability to make considered judgment after hearing the views of others.

3 Assessment

3.1 Company

3.1.1 The NC will assess each candidate for appointment or re-election based on the criteria set under item 2.1 before recommending to the Board for approval.

3.1.2 For the appointment of a new Director, the candidate is required to provide a consent in writing to be a director and make a declaration that he is not disqualified from being appointed or holding office as a director of a company under the Companies Act 2016.

3.2. Subsidiaries

3.2.1 Where the candidate is an employee of the Group, the Managing Director/Chief Executive1 Officer will assess each candidate for appointment or re-election based on the criteria set under item 2.1 before recommending to the Board of the subsidiary of the Company for approval.

3.2.2 Where a candidate who is not an employee of the Group is being proposed for appointment or re-election to the Board of the subsidiary of the Company, then the NC will assess such candidate based on the criteria set under item 2.1 before recommending to the Board for approval.

3.2.3 For the appointment of a new Director, the candidate is required to provide a consent in writing to be a director and make a declaration that he is not disqualified from being appointed or holding office as a director of a company under the Companies Act 2016.

4 Monitoring, Periodic Review and Disclosure

4.1 This Policy should be reviewed annually by the NC.

4.2 Any revision or amendment to this Policy, as proposed by the Committee or any third party, shall first be presented to the Board for its approval. Upon the Board’s approval, the said revision or amendment shall form part of this Policy and this Policy shall be considered duly revised or amended.

4.3 The Policy should be disclosed on the Company’s website.

Diversity Policy

1 Introduction

1.1 The Board of Directors (“the Board”) of Mikro MSC Berhad (“the Company”) has adopted this Diversity Policy (“the Policy”) which is intended for the Company and its subsidiaries (collectively referred to as “the Group”).

1.2 The Policy sets out to promote diversity for the Board and workforce of the Group. Diversity in this context refers to age, gender, ethnicity, nationality, sexual orientation, cultural background, religious belief and social-economic status. Diversity also encompasses the way people differ in terms of education, life experience, job function, work experience, personality, location, marital status and career responsibilities.

1.3 This Policy is firmly aligned with the achievement of the Company’s business objectives, values and principles.

2 Objectives

2.1. The Company is committed to manage diversity, which may result from a range of factors including age, gender, ethnicity, nationality, cultural background or other personal factors, as a means of enhancing the Company’s performance by recognising and utilising contribution of diverse skills and talents from its directors, officers and employees.

3 Policy Statement

3.1 Building a diverse and inclusive culture is essential to the Group’s success to enable the Company respond to Malaysia’s diverse customer base. A truly diversified Board can enhance the effectiveness, creativity and capacity of the Board and Group.

3.2 The Company’s strategic intent for boardroom diversity is the attraction, retention and development of a diverse team of skilled people who are increasingly engaged towards the delivery of the Company’s strategies as set out in this Policy.

4 Roles and Responsibilities

4.1 Board of Directors

4.1.1 Identifying potential candidates and balancing the mix of skills, expertise and industry experience, gender, age, ethnicity and backgrounds of Directors in the recruitment and selection process;

4.1.2 Retained Directors based on merit, in the context of skills, time commitments and experience, in order for the effective functioning of the Board;

4.1.3 The Nomination Committee has to consider the following responsibilities:

(a) To take into consideration the benefits from boardroom diversity and to appoint candidates based on merit and without prejudice, when reviewing the Board’s composition;

(b) To consider the balance of skills, experience, independence, knowledge and the diversity of representation on the Board, as part of the annual performance evaluation on the effectiveness of the Board, Board Committees and individual Directors;

(d) Upon identifying the appropriate candidate to be appointed as director or board member, the Nomination Committee will make its recommendations to the Board for approval.

4.2 Officers and Employees

4.2.1 In line with promoting diversity in the workplace, the Board has established the following procedures:

(a) All persons, regardless of age, gender, ethnicity, cultural background or other personal factors, with appropriate experience and qualifications will be considered equally when recruiting new staff.

(b) There will be no preference given to male applicants for a position and will ensure that any women with appropriate experience and qualifications are considered equally in the recruitment and selection process.

(c) The settings of the remuneration levels of the officers and employees regardless of age, gender, ethnicity, cultural background or other personal factors without bias.

(d) All decisions associated with career advancement, including promotions, transfers, and other assignments, will have to meet the Company’s needs and be determined based on skills and merit regardless of age, gender, ethnicity, cultural background or other personal factors.

4.3 Training

4.3.1 All internal and external training opportunities will be based on needs regardless of age, gender, ethnicity, cultural background or other personal factors.

4.4 Workplace Diversity Principles

4.4.1 The Company is committed to workplace diversity ensuring that we value and respect our differences and that our workplace is fair, accessible, flexible and inclusive and free from discrimination.

4.4.2 Promoting workplace diversity is everyone’s responsibility and includes:

(a) practising and promoting behaviour consistent with the Company’s Code of Conduct;

(b) respecting different ways of thinking and using our employees’ different perspectives to improve business outcomes;

(d) provide a safe, secure and healthy workplace;

(e) make decisions genuinely based on equity and fairness;

(f) value the diversity of people; and

(g) take appropriate action to eliminate discrimination.

5 Monitoring, Periodic Review and Disclosure

5.1 This Policy should be reviewed annually and may be amended by the Board as it deems appropriate.

Code of Ethics

1 Introduction

1.1 The Board of Directors (“the Board”) of Mikro MSC Berhad (“the Company”) has adopted this Code of Ethics (“the Code”) for Directors of the Company and its subsidiaries (collectively referred to as “the Group”). This Code is intended to focus the Board and each Director on areas of ethical risk, provide guidance to Directors to help them recognise and deal with ethical issues, provide mechanisms to report unethical conduct and help foster a culture of honesty and accountability.

2 Principle

2.1 This Code is based on the core principles of integrity, transparency, accountability and corporate social responsibility.

3 Purpose

3.1 This Code is formulated to enhance the standard of corporate governance and corporate behaviour with the intention of achieving the following aims:

(a) To establish a standard of ethical behaviour for Directors based on acceptable belief and values.

(b) To uphold the spirit of social responsibility and accountability in line with the legislation, regulations and guidelines governing a company.

3.2 No code or policy can anticipate every situation that may arise, or replace the thoughtful behaviour of an ethical Director. Directors are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of this Code to the attention of the Chairman of the Board, who may consult with internal or external legal counsel as appropriate.

4 The Code

4.1 Corporate Governance

4.1.1 Should have a clear understanding of the aims and purpose, capabilities and capacity of the Company;

4.1.2 Should devote time and effort to attend meetings and to know what is required of the Board and each of its Directors, and to discharge those functions;

4.1.3 Should ensure at all times that the Company is properly managed and effectively controlled;

4.1.4 Should stay abreast of the affairs of the Company and be kept informed of the Company’s compliance with the relevant legislation and contractual requirements;

4.1.5 Should insist on being kept informed on all matters of importance to the Company in order to be effective in corporate management;

4.1.6 Should limit his directorship of companies to a number in which he can best devote his time and effectiveness; each Director is his own judge of his abilities and how best to manage his time effectively in the Company in which he holds directorship;

4.1.7 Should have access to the advice and services of the Company Secretary, who is responsible to the Board to ensure proper procedures, rules and regulations are complied with;

4.1.8 Should at all times exercise his powers for the purposes they were conferred, for the benefit and prosperity of the Company;

4.1.9 Should disclose immediately all contractual interests whether directly or indirectly with the Company;

4.1.10 Should neither divert to his own advantage any business opportunity that the Company is pursuing, nor may he use confidential information obtained by reason of his office for his own advantage or that of others;

4.1.11 Should at all times act with utmost good faith towards the Company in any transaction and to act honestly and responsibly in the exercise of his powers in discharging his duties; and

4.1.12 Should be willing to exercise independent judgement and, if necessary, openly oppose if the vital interest of the Company is at stake.

4.2. Relationship with shareholders, employees, creditors and customers

4.2.1 Should be conscious of the interest of shareholders, employees, creditors and customers of the Company;

4.2.2 Should at all times promote professionalism and improve the competency of management and employees; and

4.2.3 Should ensure adequate safety measures and provide proper protection to workers and employees at the workplace.

4.2.4 Should not accept entertainment, gifts, or personal favours that could, in any way, influence, or appear to influence, business decisions in favour of any person or organisation with whom or with which the Company has, or is likely to have, business dealings.

4.2.5 Should not accept any other preferential treatment under any circumstances due to their position in the Company, which might be inclined to, or be perceived to, place them under obligation to return the preferential treatment.

4.2.6 Should not corruptly give, agree to give, promise or offer to any person any gratification whether for the benefit of that person or another person with intent to obtain or retain business for the Company or to obtain or retain an advantage in the conduct of business for the Company.

4.3 Social Responsibilities and the Environment

4.3.1 Should adopt an objective and positive attitude and give the utmost cooperation for the common good when dealing with government authorities or regulatory bodies;

4.3.2 Should ensure the effective use of natural resources and improve quality of life by promoting corporate social responsibilities; and

4.3.3 Should ensure that the activities and the operations of the Company do not harm the interest and well-being of society at large.

4.4 Compliance Standards

4.4.1 Should communicate any suspected violations of this Code promptly to the Chairman of the Audit Committee; and

4.4.2. Violations will be investigated by the Board or by persons designated by the Board and appropriate action will be taken in the event of any violations of this Code.

5 Monitoring, Periodic Review and Disclosure

5.1 The Code should be reviewed annually and may be amended by the Board as it deems appropriate.

Mikro MSC Berhad Since 1997

Corporate Overview

Corporate Structure

Board Of Directors

Key Senior Management

Awards & Achievements

Notable Projects

Advancing the frontiers of research on aging

USEFUL INFO

Facilities

Technologies

Notable Projects

Sustainability Statement

Certification Information