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Board Charter

Appendix A

DIRECTORS' CODE OF CONDUCT AND ETHICS (“CODE”)

Introduction and Objectives

As prescribed by Section 213 of the Companies Act 2016 (“Act”), Directors of a Company shall at all time act in good faith and in the best interest of the Company. Directors shall adhere to the highest ethical standards and general principles of selflessness, integrity, objectivity, accountability, openness, honesty and leadership, to carry out their oversight responsibility in the interest of all stakeholders of the Company.

Code

The Directors shall observe the Code as follows:-

  1. Compliance at all times with this Code, the Board Charter and regulatory requirements expected to be adhered to by Directors of the Company.
  2. Act honestly, fairly and ethically with integrity, responsibility, competency and diligence, as well as act in good faith in the best interest of the Company and to fulfil their fiduciary obligations to all its stakeholders.
  3. Observe high standards of corporate governance, in particular the practices as set out in the Malaysian Code on Corporate Governance, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Listing Requirements"), the Act and the Capital Markets and Services Act, 2007.
  4. Limit the number of directorships to be undertaken to a number in which they can best devote their time, effort and effectiveness to attend meetings and insist on being kept informed on all matters of importance to discharge their duties as Directors.
  5. Not to misuse information gained in the course of duties for personal gain or for any other purpose, nor seek the opportunity of the service as Directors to promote private interests or those of connected persons, firms, businesses or other organisations.
  6. Safeguard the Company’s assets and resources.
  7. Directors shall not accept positions in board committees or working groups where a conflict of interest is likely to arise, without first declaring their interest at board of directors’ meeting.
  8. Directors shall declare any personal, professional or business interests, whether directly or indirectly, that may conflict with their responsibilities as Directors of the Company and that the Directors concerned are to abstain from deliberating and voting in relation to the transactions or matters.
  9. Directors shall adhere to the regulatory requirements pertaining to trading or dealing in the Company’s shares, including insider trading.
  10. Prohibit to accept or offer, directly or indirectly, any gifts, remuneration, hospitality, donations, illegal payments and comparable benefits which are intended to solicit business favours or decisions for the conduct of business.
  11. Encourage to whistle blow or report unlawful or unethical behaviour and any violation of the Code through the Whistle Blowing Policy.

Review of the Code

The board of directors will review the Code regularly to ensure that it remains relevant and appropriate.