Erfan Sakib, Author at LBS Bina

Corporate Disclosure Policy

Erfan Sakib on December 16, 2024

1. INTRODUCTION

a) LBS Bina Group Berhad (“LBGB” or “Company”) is committed in maintaining transparent and effective communication with all external parties, including shareholders, investors, analysts, media, regulatory authorities, purchasers and other stakeholders (“Stakeholders“). The Company’s disclosure practices are guided by the principle of providing timely, accurate, fair and easily comprehensible information related to management policies, business strategies and financial performance.

b) Employees of LBGB and its subsidiaries’ (“LBGB Group”) are prohibited from disclosing or commenting on any information regarding the LBGB Group that is not publicly available or disclosed to the market, unless specifically authorised to do so in accordance to the Company’s Corporate Disclosure Policy (“Policy”).

2. OBJECTIVE

The objectives of this Policy are among others to:

a) to ensure that sensitive and/or non-public information are safeguarded and shared only in accordance with the appropriate procedures and regulations, maintaining the integrity and confidentiality of the LBGB Group’s operations and market position;

b) provide guidance to the Board of Directors, management and employees of LBGB Group on the Company’s disclosure requirements and practices;

c) provide guidance and policies in disseminating corporate information to, and in dealing with Stakeholders;

d) to reinforce LBGB’s commitment to comply with the continuous disclosure obligations imposed by Malaysian securities laws and regulations; and ;

e) develop and maintain a positive relationship with Stakeholders through active two-way communication to promote and maintain market integrity and investor confidence.

3. SCOPE

This Policy applies to all Directors, employees and other individuals affiliated with the LBGB Group.

3. DISCLOSURE PRINCIPLES

a) LBGB Group implements timely and appropriate information disclosures in accordance with relevant laws, regulations and the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”), and is committed to equality among all market participants for accessibility to material information that may influence investment decisions.

b) All information disclosure shall be planned and executed in line with LBGB’s vision, mission and strategic objectives, and shall follow the following criteria:

Clarity and Reliability: Information shall be accurate, clear and straightforward.

Transparency: Information shall be open and transparent. Decision regarding not to comment on or not to share information must be based on legitimate business and/or legal concerns.

Speed: Information disclosure shall be timely.

Consistency: Information about LBGB Group shall be consistent, in line with a “one company, one voice” approach and the consistent promotion of LBGB’s brand and image.

Language: The principal language used is English. Other languages may be used as and when necessary.

5. AUTHORISED SPOKESPERSONS

The Authorised Spokespersons for the LBGB Group are Group Executive Chairman, Group Managing Director/Chief Executive Officer, Executive Directors, Deputy Chief Executive Officer and who has the authority to nominate other officers who maybe
authorised as the spokesperson.

The Authorised Spokespersons in response to the specific enquiries from the public, shall not disclose material information that has not been previously made public.

If authorised officers other than Authorised Spokepersons have any ambiguity about the appropriateness of supplying information to an external party, the Authorised Spokespersons should be contacted for advice.

6. DISCLOSURE TO STAKEHOLDERS

a) Announcement to Bursa Malaysia

Any material information related to the LBGB Group will be immediate disclosed through an announcement to Bursa Malaysia. If necessary, a subsequent press release may be issued to the media for material and complex announcements to facilitate better understanding by the investing community.

Material information refers to any information concerning LBGB Group which is reasonably expected to have a material effect on:

i) the market price or value of the Company’s securities; or activity in the trading of its securities; or

ii) the decision to buy, sell or continue holding the Company’s securities which is made by an existing holder of those securities, or someone considering an investment in those securities.

b) Integrated Annual Report (“IAR”) and Sustainability Report (“SR”)

The IAR and SR provide stakeholders with the comprehensive information about the Company’s performance and business activities.

The IAR and SR are submitted to the Bursa Malaysia and are also made available on the Company’s website. Both shall be published in printed and/or electronic form and distributed to shareholders in accordance with the rules of Bursa Malaysia.

c) General Meetings of shareholders

The Company shall conduct the general meetings of shareholders to provide a platform for Directors and senior management to engage with the shareholders to facilitate greater understanding on the company’s business, governance and performance.

d) Website, press release and digital media

The Corporate Communication, Media & Digital Department shall oversee the management of the Company’s website, press releases and digital media platforms. Press Release will be disseminated to various media organisations and publications to ensure broad visibility and effective communication.

The Authorised Spokespersons may engage with journalists individually or in small groups through various communication modes, including one-on-one meetings, email inquiries and site visits.

e) Investors and analysts

The Authorised Spokespersons will periodically conduct briefing with presentation for investors and analysts on quarterly and year-end results, and other major corporate exercises. Information provided by Investor Relations Department to obtain information that supplements the information which has been made available by the Company must be approved for dissemination by the Authorised Spokespersons.

7. PREVENTION OF INFORMATION LEAKS

To prevent information leaks, LBGB Group’s employees shall act according to the following guidance:

a) for confidential information, all persons involved, both internal staff or advisor/consultant engaged, must be explicitly informed about the importance of maintaining confidentiality; and

b) it is the responsibility of every employee handling confidential information to safeguard the security of that information and to take all actions necessary to prevent leakage.

8. UNUSUAL MARKET ACTIVITY

LBGB does not comment on rumours or speculation, unless obliged to do so in compliance with the Listing Requirements. If Bursa Malaysia requests clarification, the Company will make the requisite announcement.

LBGB shall carry out an enquiry to ascertain the cause of any unusual market activity in its securities. In the case of any misinterpretations, clarification shall be provided via the
appropriate channels to Bursa Malaysia.

9. PROMOTIONAL DISCLOSURE ACTIVITY

LBGB shall not participate in any form of promotional disclosure activity that may mislead its investors or cause unwarranted price movement and activity in its securities.

10. INSIDERS AND TRADING IN LBGB’S SECURITIES

Insiders are all persons who have access to material and/or price sensitive information about LBGB Group and its operations which is not known to the public. Any person who possesses insider knowledge of undisclosed material information, is prohibited from trading in LBGB Group’s securities until after the information has been publicly disclosed.

The provisions of the Listing Requirements, Capital Market Services Act 2007 and other relevant rules, regulations and act apply to all insiders.

11. REVIEW OF POLICY

This Policy has been approved by the Board and is made available for reference in LBGB’s corporate website and internal computer network system.

This Policy shall be reviewed by the Board once in every two years and updated whenever necessary to ensure its effective implementation. Any subsequent amendments to the Policy should be approved by the Board.

Conflict of Interest

Erfan Sakib on December 16, 2024

1. INTRODUCTION

LBS Bina Group Berhad (“LBGB” or “Company”) and its subsidiaries (“LBGB Group”) is committed to upholding the highest ethical standards and integrity in its business operation by complying with all applicable laws, regulations and/or standards in the jurisdictions, where LBGB Group operates. In line with this commitment, LBGB Group has adopted a comprehensive Conflict of Interest (“COI”) Policy (“Policy”) to assist the Directors and Key Senior Management (“KSM”) of LBGB Group in recognising and managing any potential COI that may arise, thereby protecting the interest of LBGB Group.

2. OBJECTIVE

The objectives of this Policy are among others to:

a. ensure that all actual, potential and perceived COI are identified and managed effectively.

b. provides guidance on how to identify, manage and disclose the COI or potential COI situations as they arise within LBGB Group, as well as outlining the measures to resolve, eliminate or mitigate such conflicts to minimise risks of bribery and corruption as part of the Anti-Bribery and Corruption Policy; and

c. ensure that business decisions are made in the best interest of LBGB Group and are protected from any consequential damage to its activities and reputation.

3. SCOPE

This Policy applies to all Directors and KSM of LBGB Group. This Policy applies whenever an individual recognises or should reasonably recognise, that a conflict of interest may arise from the activities undertaken by the respective individuals. The scope of this Policy should be read in conjunction with the all relevant and applicable laws and regulations as well as policies of LBGB Group, including but not limited to the followings:

a. Regulations:

i. Companies Act, 2016;

ii. Main Market Listing Requirements of Bursa Malaysia Securities Berhad;

iii. Malaysian Code on Corporate Governance;

iv. Bursa Malaysia Corporate Governance Guide; and

v. Whistleblower Protection Act 2010.

b. Internal policies:

i. Anti-Bribery and Corruption Policy;

ii. Board Charter;

iii. Directors’ Code of Ethics;

iv. Gift, Entertainment & Hospitality Policy; and

v. Donations and Sponsorships Policy.

4. DEFINITIONS

“Interest” means any rights or benefits, whether direct or indirect, financial or non-financial, beneficial, legal or otherwise of a person.

“Conflict of Interest” means when a Director’s or KSM’s own interests either influence, have the potential to influence, or are perceived to influence their decision making at LBGB Group.

“Key Senior Management” means a person who is primarily responsible for the business operations of the LBGB’s core business and principal subsidiaries.

5. Identification of Conflict of Interest Circumstances and Situations

A COI situation arises when a Director and KSM’s ability to carry out their duties and responsibilities is compromised or potentially compromised by personal interests, and considerations. This personal interest is not limited to direct financial interest but also includes indirect financial interest, non-financial interest (e.g. arising from family, business or professional interests and relationships), or competing loyalties or interests.

Generally, COI may be described under the following, the list is not exhaustive:

a. Equity ownership in companies having a business relationship with LBGB Group

Director or KSM who has ownership of shares in privately-owned companies having a business relationship with LBGB Group, either directly or indirectly (e.g., through a family member). However, this does not extend to shares held in publicly quoted companies
that have a business relationship with LBGB Group unless such holdings are deemed material and could potentially impair their objectivity.

b. Having interest in Person, Entity or Contract that has dealing with LBGB Group

Any direct or indirect financial or other interest in a person, entity, or contract that has dealings with LBGB Group, where such interest could influence or potentially influence decisions regarding LBGB Group’s dealings with said person, entity or contract.

c. Having interest in Person, Entity or Contract of a Competitor of LBGB Group

Any direct or indirect financial or other interest in a person, entity, or contract that has dealings with the competitor of LBGB Group, where such interest could influence or potentially influence the decision of such Director or KSM.

d. Other employment, business appointments or undertakings

Director or KSM hold other part time employment or have other business appointments, opportunities or undertakings which may interfere with the proper discharge of official duties in LBGB Group, resulting in a negative impact on their performance or give rise to
COI or potential COI with regards to their employment.

e. Personal relationships

A COI will arise if a family member of a Director or KSM has a reporting relationship with the particular Director or KSM. A conflict of interest would also arise if a Director or KSM has a family member with an interest (e.g. in the form of ownership, directorships, partnerships, employment, etc.) in entities which have a contractual arrangement with LBGB Group.

f. Contractual dealings with Director or KSM

LBGB Group purchases or leases of property, equipment, materials, etc from Directors or KSM, or enters into contractual arrangements with Directors or KSM (other than employment contracts). Such situations give rise to a conflict of interest and should be
declared.

For the purpose of this Policy, “Family Member” refers the Director or KSM’s spouse, parents, child (including adopted child and step child), brother, sister and the spouse of the Director’s or KSM’s child, brother or sister.

Further examples are listed in Appendix A.

6. RESPONSIBILITIES

All Directors and KSM are responsible for identifying and managing COI on an ongoing basis and are required to:

a. adhere with this Policy and other relevant applicable policies and guidelines regarding the identification, documentation, escalation and management of COI;

b. act with objectivity, integrity and independence, and exercise sound judgement and discretion;

c. avoid, wherever possible, situations that may lead to COI as outlined in this Policy; and

d. immediately declare any COI in accordance with this Policy, refrain from participating in the decision-making process including discussion and voting on such contract or proposed contract, and not attempt to influence such decisions thereafter.

7. DECLARATION OF COI

Any situation in which a Director or KSM having an interest, whether direct or indirect, actual or potential, in any significant transaction or arrangement involving LBGB Group, or who holds an office or possessing any property where duty and interests as Director or
KSM may create conflict with their duties or interests within LBGB Group, shall promptly declare these facts upon becoming aware of it. He or she shall declare the nature, character and extent of the COI by completing the COI Declaration Form (Appendix B) of
the existence of the actual or potential COI.

If a Director or KSM is unsure whether they have a COI, they should as soon as practicable consult the Company Secretary or the Group Compliance.

8. MANAGEMENT OF COI

The completed COI Declaration Form shall be escalated to the Company Secretary and Audit Committee (“AC”). The AC will then review and report any COI situations to the Board of Directors of LBGB, along with the measures taken to resolve, eliminate, or mitigate such conflicts, as well ensure relevant disclosures are properly made.

The Board may implement appropriate measures to manage COI, including but not limited to the following:

a. requiring Director and KSM of LBGB Group to promptly and regularly declare any COI;

b. restricting the participation of individuals with COI in relevant board, committee or general meetings, requiring them to abstain or recuse themselves from deliberation and voting on matters related to the conflicts;

c. conducting an assessment of COI during annual performance appraisal and prior to new appointments;

d. executing non-disclosure or confidentiality agreements to safeguard confidential and proprietary information or trade secrets;

e. preventing Director and KSM from engaging in businesses that compete with LBGB Group; and

f. in cases where COI significantly impacts the performance of Director or KSM, requiring them to divest the COI or consider resigning from LBGB Group. Given the significance of the COI and potential ramifications of a failure to handle the conflict properly, Directors should consider whether to inform the Board not to send them board papers relating to the resolution.

9. MONITORING AND RECORDING OF COI SITUATIONS

The identification and management of COI should be subject to periodic review by the AC for conflicted Directors and KSM, in response to any changes in circumstances. Upon receiving the COI Declaration Form, the AC shall review the actions taken to address the conflict and decide, on a case-by-case basis whether such actions are appropriate and/or sufficient.

The Company Secretary shall be responsible for recording all COI declared by Directors and KSM. Information regarding these COI shall be made available to Directors and persons duly authorised by Directors in writing upon request.

A quarterly summary report shall be provided to the AC and the Board, detailing the COI declared during the quarter.

10. CONSEQUENCES OF NON-COMPLIANCE

LBGB Group regards conflict of interest as a serious matter. Failure to disclose a conflict of interest, provide comprehensive and accurate information about the conflict, or appropriately manage the conflict is considered a breach of this Policy. Non-compliance may result in disciplinary action, including termination of employment, as well as potential legal actions against such person in the interest of LBGB Group.

11. REVIEW OF POLICY

This Policy has been approved by the Board and is made available for reference in the LBGB’s corporate website and internal computer networking system.

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Directors’ Fit and Proper Policy

Erfan Sakib on September 21, 2022

1. Introduction

LBS Bina Group Berhad (“LBGB” or “Company”) is committed to meeting its obligations towards ensuring compliance with the relevant provisions of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and other relevant regulatory requirements.

In view thereof, the Company adopted the Directors’ Fit and Proper Policy (“Policy”) in assessing fitness and proprietary and take into account all relevant matters including competence and capability, honesty, integrity, fairness, ethical behaviour and financial soundness of the Directors of LBGB and its subsidiaries (collectively “LBGB Group” or “Group”).

2. Objective

This Policy serves as a guide to Nomination and Remuneration Committee (“NRC”) and Board of Director (“Board”) in review and assess of the candidates that are to be appointed as the Director as well as Directors who are seeking for re-election/reappointment. It is to ensure each Directors has the character, experience, integrity, competence and time to effectively discharge his/her role as Directors of the Group.

3. Scope

This Policy is applicable to the appointment and re-election/re-appointment of Directors of the Group.

4. Criteria

The NRC and Board shall take the following criteria into consideration when determine whether a candidate is fit and proper to held the directorship in the Group:

a) Character and integrity
b) Experience and competence
c) Time and commitment

4.1 Character and integrity

(i) 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.

(ii) 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.

(iii) Financial integrity

manages personal debts or financial affairs satisfactorily.
demonstrates ability to fulfil personal financial obligations as and when they fall due.

(iv) 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 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.

4.2 Experience and competence

(i) 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 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.

(ii) 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.

(iii) 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.

4.3 Time and commitment

(i) 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).

(ii) 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.

5. Assessment

The fit and proper assessments on each person shall be conducted prior to the appointment or re-election/re-appointment of Directors in accordance with the factors set out in Clause 4 above before approval of the Board. The factors shall be assessed individually, as well as collectively, taking into account their relative importance.

The Declaration of Fit and Proper Form to be completed by a person who has been identified for appointment or re-election/re-appointment as a Director is set out in Annexure A or in such other form as the NRC may determine from time to time.

For the appointment of new Director, the person also required to complete the Form of Particular and Declaration of the person to be appointed as Director as set out in Annexure B and provide the necessary documents as mentioned in the Annexure C.

Failure to meet one factor on its own does not necessarily mean failure to meet the fit and proper criteria. The Group should consider the specific circumstances surrounding a person’s failure to meet specific factors, including the lapse of time since the occurrence of events, other contributing factors and the significance of the event from the perspective of potential risks posed to the Group.

The assessment process should be exercised objectively and always in the best interests of the Group and the sound conduct of the Group’s business.

6. Policy Review

This Policy has been approved by the Board and is made available for reference on the Company’s corporate website and internal computer networking system.

It shall be reviewed by the NRC and update whenever necessary to ensure its effective implementation. Any subsequent amendments to the Policy should be approved by the Board upon recommendation of the NRC.