Policies Archives

Human Rights Policy

Mannju on September 8, 2023

1. INTRODUCTION

LBS Bina Group Berhad (“LBGB” or “Company”) and its subsidiaries (“LBGB Group”) endeavours to provide a conducive working environment that is characterised by mutual respect. LBGB Group is committed to respecting and abiding internationally recognised human rights standards and fair labour practices according to relevant international treaties and/or convention and local statutory laws within LBGB Group operations (“Human Rights Laws”). LBGB Group recognises the importance of fair labour practices and a good relationship with mutual respect between LBGB Group and its employees to foster high morale amongst employees and to improve employees’ engagement within LBGB Group. LBGB Group strictly do not condone any practices, events, and activities that are in violation of the abovementioned Human Rights Laws.

2. OBJECTIVE

The objectives of this Human Rights Policy are amongst others;

a) To ensure all employment in LBGB Group are in accordance with relevant employment laws and principles including but not limited to the Employment Act 1955 and International Labour Organization (ILO).

b) To identify any risks relating to current labour practices in LBGB Group and to determine an effective method to prevent and eliminate these risks.

c) To provide a fair, respectable and safe workplace for all employees in LBGB Group.

d) To foster a pleasant, cordial, and harmonious relationship between employer and employees for smooth operations, and to promote stability as well as prosperity.

3. SCOPE

This Policy applies to all Directors, employees (including employees on contract terms, temporary or short-term employees and employees on secondment) or third parties who have become aware of or are genuinely suspected on a reasonable belief to be an employee of LBGB Group that has engaged, is engaged, is preparing to engage as well as our external stakeholders such as consultants, contractors, distributors, independent contractors, licensees, manufacturers, primary producers and subcontractors to be committed for the conducts as stated below.

In accordance with our commitment to the best practices on Human Rights Policy, we also expect our external stakeholders to aspire to the same standards in their business operation included but not limited to our commitment.

4. COMMITMENTS

In the pursuit of the objective, LBGB Group undertakes the following:

a) Non-discrimination

LBGB Group has a zero-tolerance policy against discrimination in any form and employees of LGBG Group are provided with equal and merit-based career opportunities regardless of gender, race, caste, nationality, religion, age, physical condition, marital status, union membership/affiliation/activity, employment status or political affiliation.

b) Fair Employment Conditions

LBGB Group operates in full compliance to applicable wage, work hours, overtime and benefits laws. LBGB Group provides recognition based on performance and contribution of the employee towards LBGB Group’s success.

c) Health and Safety

LBGB Group provides a safe and healthy workplace environment for employees. LBGB Group complies with applicable health and safety laws, regulations and requirements. LBGB Group is dedicated in maintaining a safe, productive workplace and strive to take every measure to prevent job-related injuries and illnesses.

d) Workplace Security

We strive to provide a safe and mutually respectful workplace environment free from violence, harassment, humiliation and intimidation of any nature which includes but is not limited to physical, verbal, gesture and any other form.

e) Child Labour

LBGB Group does not recruit child labour and is committed to strictly comply with applicable child labour laws as legislated under the Children and Young Persons (Employment) Act 1966 in the event LBGB Group decides to incorporate young workers into LBGB Group via various internship programs or otherwise. LBGB Group condemns all forms of child exploitation and slavery.

f) Forced Labour

LBGB Group recognises that forced labour, modern slavery, debt bondage, and human trafficking may stem from coercive tactics and undue influence from people in position of higher authority towards people in lower positions of authority which may include violence or threats of violence, or more subtle means such as accumulated debt, retention of identity papers or threats of denunciation to authorities.

LBGB Group supports the elimination of forced labour, modern slavery, debt bondage and human trafficking. LBGB Group takes the stand that the foregoing constitutes a severe violation of human rights and restriction of human freedom.

g) Freedom of Association & Collective Bargaining

LBGB Group respects freedom of association as part of our commitment to support fair and equitable treatment of LBGB Group’s employees regardless of gender, race, caste, nationality, religion, age, physical condition, marital status, union membership/affiliation/activity, employment status or political affiliation. Any form of discrimination based on the aforementioned factors is prohibited, and any union membership/activity will not lead to disciplinary measures or punitive actions.

h) Equal Opportunities

LBGB Group is committed to inculcating diversity and equal opportunity in our workplace which allows us to gain a competitive edge through embracing workforce diversity as well as providing fair treatment to all our employees to promote improved morale and loyalty towards LBGB Group.

LBGB Group shall ensure that all employees receive equal and fair treatment based solely on merits and competency regardless of any form, whether based on gender, race, caste, nationality, religion, age, physical condition, marital status, union membership/affiliation/activity, employment status or political affiliation throughout the organisation.

i) Excessive Working Hours

LBGB Group’s working hours are regulated under the employment contract with the respective employee, Malaysia Employment Act 1955 and/or the Employment (Limitation of Overtime Work) Regulations 1980.

LBGB Group is committed to ensuring that all employees are accorded with proper rest days to recuperate for the operational efficiency of LBGB Group.

j) Minimum Living Wage

LBGB Group recognises that a minimum wage has been mandated by the Malaysian authorities with the aim to protect employees against exploitative low wages. LBGB Group is committed to comply with the local statutory laws on minimum wages and ensures that all wages are paid in a timely manner.

5. REPORTING OF VIOLATIONS OF THE POLICY

Any employee who knows of, or reasonably suspects, of a violation of this Policy, is encouraged to report via:

i) Grievance Mechanism: For further details, please refer the section of “Grievance Mechanism” in this policy.

ii) Whistle Blowing Policy: For further details, the Whistle Blowing Policy of LBGB Group is available on LBGB’s corporate website at www.lbs.com.my/

6. REVIEW OF POLICY

This Policy has been approved by the Board and is available for reference in the LBGB’s corporate website and internal computer networking 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 shall be approved by the Board upon recommendation of the Sustainability Committee.

GRIEVANCE MECHANISM

1. INTRODUCTION

LBS Bina Group Berhad (“LBGB” or “Company”) and its subsidiaries (“LBGB Group”) tailored the grievance mechanism to provide employees an additional channel to address concerns and complaints related to workplace matters that do not fall under the purview of the Whistleblowing Policy. While the Whistleblowing Policy primarily deals with serious misconduct and unethical behavior, this grievance mechanism is intended to address broader workplace grievances, disputes, or concerns. It is also typically an internal procedure for complaints followed by consideration, management response and feedback. Grievance reporting enables LBGB Group to validate and monitor the policies construct.

2. OBJECTIVE

The objectives of this Grievance Mechanism are amongst others;

a) To help LBGB Group to identify any unacceptable or unlawful gaps in current approach to grievances.

b) To resolve any issues/concerns before they become serious issues or result in litigation

c) To protect LBGB Group’s brand or company image by avoiding the ‘bad press’ associated with a mishandled grievance

3. SCOPE

This grievance mechanism applies to all Directors, employees (including employees on contract terms, temporary or short-term employees and employees on secondment) or third parties who have become aware of or are genuinely suspected on a reasonable belief to be an employee of LBGB Group that has engaged, is engaged, is preparing to engage.

4. GRIEVANCES

a) Economic: Concerns from employee regarding wages or benefits.

b) Work Environment: Concerns from physical work conditions such as too much heat or cold, cramped or limited work space, low lighting, bad quality equipment, faulty appliances etc., all constitute work environment related grievances and are valid causes of it.

c) Supervisory: Workload, biased performance rating, berating, subtle insulting, harassment of any sort, all constitute supervision related grievances.

d) Employee Relations: Bullying, conflict with co-worker/team member in delivering a project/task assigned

5. PROCESS FLOW

Please view PDF for more info.

6. REPORTING

Any disclosure of grievances shall be made in writing via the few channels as follows:

1. File the grievance through E-Form submission Grievance raisers may file and lodge their grievances via this E-Form link: https://forms.office.com/r/jMwKfDKUeJ

2. File the grievance through E-mail / Mail

Grievance raisers may also obtain soft form / physical copy form (Appendix 1) from HR department and fill up the form. They can submit the form via the followings:

a. E-mail: [email protected]

b. Mail to: LBS Bina Group Berhad, Level 1-4, Plaza Seri Setia, No. 1, Jalan SS9/2, 47300 Petaling Jaya, Selangor. (Attention: Grievance Coordinator)

The grievance raiser will receive an acknowledgement of the receipt. In cases where more information is required to start the investigation, the Grievance Coordinator shall contact the complainant for additional information. Grievance Coordinator will be personnel from HR Department or GHR Department.

The Grievance Committee is a group of panels which consists of three (3) independent members from difference departments. The selection criteria of Grievance Committee as follows:

a) Grievance Committee’s designation must be higher than grievance raiser.

b) Grievance Committee must be free of partisanship that might hamper the independence of the committee

Each member of Grievance Committee is responsible for:

a) Review, assess and identify the grievance raised

b) Propose options to the grievance raiser or any other related parties to address the grievance c) Ensure comments, responses and grievances are handled in fair, transparent and timely manner in line with LBGB Group core values and best practices

7. TRANSPARENCY AND CONFIDENTIALITY

LBGB Group is committed to the transparency in handling of grievances. Grievance raisers can contact the Grievance Coordinator for inquiries regarding the status of the case (by email / in writing). All grievances reported under this mechanism will be treated with utmost confidentiality to protect the privacy of the parties involved and ensure a fair resolution process.

8. REVIEW OF MECHANISM

This grievance mechanism has been endorsed by Executive Director and is made available for reference in internal computer networking system.

It shall be reviewed and updated whenever necessary to ensure its effective implementation. Any subsequent amendments to this mechanism should be approved by Executive Director upon recommendation by the HR Department or GHR Department.

Group Sustainability Policy

Mannju on September 8, 2023

1. INTRODUCTION

LBS Bina Group Berhad (“LBGB” or “Company”) and its subsidiaries (“LBGB Group”) recognises the importance of sustainability and its increasing relevant impact to the business. Sustainability encompasses all aspects of ethical business practices, addressing relevant Economic, Environmental, Social and Governance (“EESG”).

LBGB Group aspires to integrate sustainable practices into its business operations, which hopes to bring benefits to the business, whilst attempting to achieve the right balance between the various needs and requirements of the local community, the requirements of shareholders and stakeholders, improving environmental footprints and economic success, as well as progressively aligning LBGB Group’s commitment towards the United Nations Sustainable Development Goals (“UN SDGs”).

2. OBJECTIVE

The objectives of this Policy are amongst others to provide guidance for LBGB Group:

a) To ensure the business operation as well as strategies and approaches adopted are aligned with our commitment.

b) To promote the integration of EESG principles into the governance agenda and framework of LBGB Group.

c) To create long-term sustainable value to all our stakeholders.

d) To support and enable employees at all levels in LBGB Group to act in line with our commitments and approach.

3. SCOPE

This Policy is applicable to LBGB Group and external stakeholders. In accordance with our commitment to the best practice on sustainability, LBGB Group also expects its external stakeholders to aspire to the same standards in their business operations, including but not limited to LBGB Group’s commitments.

This Policy makes reference to, and shall be read together with the following policies:

a) Environmental Policy Statement

b) Diversity Policy

c) Human Rights Policy

d) Whistle Blowing Policy

e) Workplace Harassment Policy

f) Occupational Safety and Health Policy

4. SUSTAINABILITY GOVERNANCE FRAMEWORK

The Group recognises the importance of good governance sustainability and incorporating it into all functions and processes which includes but is not limited to strategic planning, accountability, risk management, sustainable planning, and development.

LBGB’s Board of Directors (“the Board”) has the overarching responsibilities to deliver sustainable value to stakeholders through the principles, frameworks, policies, objectives, and strategies of the LBGB Group, whereby three dedicated taskforces, namely Sustainability Committee (“SC” or “Committee”), Group Sustainability (“GS”) and Sustainability Team have been established to assist the Board in its responsibilities.

The SC is responsible to review and drive the LBGB Group’s sustainability strategies and affairs, EESG’s key targets and performance, and progress and scorecard to advance the LBGB Group’s sustainability leadership.

The GS which comprises of dedicated personnel are tasked to oversee material EESG matters, to develop feasible action plans for the realisation of set goals and targets, to oversee key sustainability risks and opportunities, maintain stakeholder engagement as well as to perform materiality assessments. The GS also oversees and monitors sustainability trends including governance, reporting and Sustainability Key Performance Indicators (“KPIs”).

LBS BINA GROUP BERHAD SUSTAINABILITY GOVERNANCE FRAMEWORK

5. COMMITMENTS

In the pursuit of the objectives, the LBGB Group undertakes the following:

5.1 Economic

Financial performance is a core imperative of LBGB’s role as a responsible developer. LBGB is accountable to its investors for the responsible management of its assets and capitals. Our Approach:

(a) Uphold competitive financial performance and realise greater value for our stakeholders through progressive integration of EESG considerations into our business.

(b) Incorporate EESG values into investment decisions and management practices to better anticipate potential risks, improve returns and identify opportunities while contributing to the betterment of society and the planet.

(c) Gradually transform towards digitalising the business operations of the LBGB Group by integrating technology and automation on its processes and procedures, in improving the productivity and reliability.

(d) Place a strong emphasis on supporting local procurement and supply chains by intentionally prioritises the selection of local goods and service providers by matching the mandatory standards in terms of cost, quality and other defined criteria.

5.2 Environmental

While adhering to environmental legal and regulatory obligations and our commitment towards Net Zero Carbon Emission by 2050, LBGB Group contributes to safeguarding the environment and preserving biodiversity. Our Approach:

(a) Reduce carbon emission by minimising the environmental impact through monitoring and working with all value chain players and conserving the use of energy and other resources in ensuring regulations compliance.

(b) Ensure responsible water management and energy consumption management on water usage and energy consumption.

(c) Ensure responsible waste management by adopting 6-level waste management hierarchy such as prevention, reuse, reduce, recycle, compost and disposal.

(d) Ensure responsible resource management of materials and effluents.

(e) Conserve, enhance local flora species at all sites and promote environmental consciousness in the community.

(f) Enforce rigorous environmental pollution monitoring at all project sites to ensure that effluent, noise, and emission levels comply with the standards prescribed by the Department of Environment.

(g) Comply with the Environmental Impact Assessment and Environmental Management Plan prerequisites to uphold the environment’s safety and quality.

5.3 Workplace

As a responsible developer, LBGB is committed to:

i. Diversity and inclusion in the workplace and strive to provide equal opportunity for all employees, regardless of age, gender, race, religion, disability, or nationality.

ii. Provide a safe, healthy, and harassment-free work environment for all employees and believes that every employee should be treated with dignity, decency, and respect. Our Approach:

(a) Promote diversity and provision of a safe, healthy, and conducive working environment.

(b) Provide fair and market competitive employee remuneration and benefits and introduce performance-based rewards.

(d) Respect fundamental human rights and employee rights as enshrined in the respective laws of the country and prevent the use of child or forced labour.

5.4 Community

As a responsible developer, LBGB is committed to building a society that continues to grow and prosper. Our Approach:

(a) Making positive societal impacts in 4 key areas: Health, Education, Environment and Community.

(b) Provide equal opportunities by reducing poverty by addressing education gaps, helping societies attain access to quality and affordable health.

(c) Work progressively with identified communities and business segments for positive impact in all aspects through our philanthropic arm – LBS Foundation.

(d) Continue community initiatives and deliver commitment towards community development through volunteerism programmes, philanthropic activities, and collaborative programmes.

5.5 Governance

Governance represents a fundamental facet of LBGB Group’s sustainability, integrated across every aspect of the company’s functions and processes. It serves as a driver for transparency and accountability, managing risks, ensuring operational and business sustainability, and maintaining the confidence of LBGB Group’s stakeholders. Our Approach:

(a) Committed to good corporate and sustainability governance across all level of LBGB Group’s business operations and consistently demonstrated by its compliance with local laws, industry best practices, and recommended corporate governance practices of Bursa Malaysia and Malaysian Code on Corporate Governance (MCCG) 2021.

(b) Establish and maintain the sustainability policy, framework and governance structure that are robust and aligned to the business and operational agenda of LBGB to guide the management of its EESG material matters.

(c) Ensure the expectations, issues, and concerns of the stakeholders, including the portfolio companies are taken into consideration in the formulation of the Company’s business plans and strategies.

(d) Formulate appropriate sustainability strategies, initiatives, and targets to address any identified EESG gaps.

(e) Uphold the highest standards to corporate governance, business ethics and transparency in all our dealings, taking into consideration of all relevant legislation and regulatory requirements.

6. REVIEW OF THE POLICY

This Policy has been approved by the Board and is available for reference in the LBGB’s corporate website and internal computer networking 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 shall be approved by the Board upon recommendation of the Sustainability Committee.

Group Sustainable Procurement Policy

Mannju on September 8, 2023

1. INTRODUCTION

LBS Bina Group Berhad (“LBGB” or “Company”) and its subsidiaries (“LBGB Group”) recognises the importance of Sustainable Procurement Policy and its increasing relevance to the Company’s businesses. The purpose of this Policy is to support the LBGB Group’s overarching strategy and ensure that employees involved in the procurement of goods, services and works throughout the LBGB Group consider appropriate environmental, social and economic factors in the procurement practices.

Procurement plays an important and wide scope in role from the daily administrative needs to the completion of the developments. This Policy serves as a guide for the LBGB Group’s procurement activities as well as the procurement practices of LBGB Group’s supply chain partners conducting business with and on behalf of LBGB Group.

Sustainability can be incorporated into the whole procurement practices by assessing and defining the need, evaluating options, design and specification, supplier selection, tender evaluation, post-contract management and supplier development.

In line with the 17 United Nations Sustainable Development Goals (“UN SDGs”) and LBGB Group’s commitment to reduce the environmental and social impact and promotion of local suppliers, LBGB Group has established this Policy to guide the businesses and strive for sustainability across every function, including sourcing goods and services.

2. OBJECTIVE

The objectives of this Policy are amongst others, to ensure that LBGB Group’s operations are more sustainable and ethically and financially sound by:

a) Complying the laws and regulations in Malaysia;

b) Endorsing highest standards of economic, social, ethical, and environmental practices into the sustainable procurement process;

c) Identifying and moderating risks associated with the procurement practices;

d) Communicating this Policy with internal and external stakeholders and raising awareness among the employees and suppliers; and

e) Prioritising suppliers and/or business partners that are committed to similar cause.

3. SCOPE

This Policy is applicable to LBGB Group’s employees and external stakeholders such as supplier, vendors and business partners. Supplier is the upstream entity from the organisation (i.e. in the organisation’s supply chain), which provides a product or service that is used in the development of the organisation’s products or services such as consultants, contractors, distributors, independent contractors, licensees, manufacturers, primary producers and sub-contractors.

In accordance with LBGB Group’s commitment to the best practice on sustainable procurement, LBGB Group also expects its external stakeholders to aspire to the same standards in their business operations, including but not limited to LBGB Group’s commitments.

LBGB Group favours/prioritises suppliers which observe this Policy or who are in the process of adopting the same.

This Policy makes reference to, and shall be read together with the following policies:

a) Environmental Policy Statement

b) Human Rights Policy

4. COMMITMENTS

In the pursuit of the objectives, LBGB Group undertakes the following:

a) Environmental

i. Compliance and adherence to all the applicable environmental laws and regulations.

ii. Commitment to the reduction of greenhouse gases and other emissions harmful to the environment.

iii. Conservation of non-renewable natural resources.

iv. Initiatives to promote greater environmental responsibility such as:

- - - - Responsible waste management and disposal
      - Resources and material management
      - Pollution management
      - Climate change
      - Water security
      - Biodiversity

b) Social

i. Business Ethics:

- - - - Compliance and adherence to all the applicable laws, regulations, and ethical business practices
      - Prohibition of fraud, bribery and/or corruption
      - Prohibition of money laundering
      - Prevention of conflicts of interest
      - Prevention of data security theft, misuses and/or mismanagement

ii. Labour Standards and Human Rights:

- - - - Compliance and adherence to all applicable laws and regulations
      - Prohibition of unlawful discrimination and harassment, to provide a safe and inclusive work environment
      - Prohibition of slavery and the use of forced, compulsory and child labour across the supply chain
      - Commitment to comply with the local statutory on minimum wages

c) Governance

Committed to good corporate and sustainability governance across all level of LBGB Group’s business operations and is consistently demonstrated by its compliance with local laws, regulations, industry best practices, and recommended corporate governance practices of Bursa Malaysia Securities Berhad and Malaysian Code on Corporate Governance (MCCG) 2021.

5. REVIEW OF THE POLICY

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

Term of Reference of Risk Management Committee

Mannju on June 7, 2023

1. OBJECTIVE

The principal objective of the Risk Management Committee is to assist the Board of Directors in their responsibilities to identify, assess and monitor key business risks to safeguard shareholders’ investments and the company’s assets.

2. COMPOSITION

(a) The Risk Management Committee (“RMC”) shall be appointed by the Board and shall comprise no fewer than 3 in number.

(b) The members of the RMC shall elect a Chairman from among their number.

(c) In the event of any vacancy in the RMC resulting in the number of members being reduced to below 3, the Board shall, within one (1) month fill the vacancy.

(d) The Board shall have the discretion as it deems fit to rescind and/or revoke the appointment of any person(s) in the RMC.

3. MEETING

(1) The quorum for the meeting shall be 3 members

(2) The RMC shall meet at least twice a year. However, additional meetings may be called at any time at the RMC Chairman’s discretion.

(3) Meetings of the Committee shall be summoned by the Secretary of the Committee at the request of any member thereof. Notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee not less than three (3) working days prior to the date of the meeting.

(4) A resolution in writing signed by a majority of the Committee Members for the time being shall be as valid and effectual as if it had been passed at a Meeting of the Committee duly called and constituted. Any such resolution may consist of several documents in like form each signed by one (1) or more Committee Members. Any such document, may be accepted as sufficiently signed by a Committee Member if transmitted to Company by telex, telegram, cable, facsimile or other electrical or digital written message purporting to include a signature of a Committee Member.

(5) The Company Secretary shall be the Secretary of the Committee.

(6) For good governance, each member must attend at least 50% of the meetings held within the year, failing which Nomination and Remuneration Committee will decide on the member’s disqualification.

4. REPORTING

The Secretary shall circulate the minutes of meetings of the Committee to all members of the Committee. Minutes of each meeting shall be duly entered in the book provided therefor. The Chairman shall report the proceedings of each meeting to the Board.

5. ROLES AND FUNCTIONS

The RMC has the overall responsibility for overseeing the risk management activities of the Group, approving appropriate risk management procedures and measurement methodologies across the organization as well as identification and management of strategic business risks of the Group. Its primary roles include the following:-

a) To promote the Enterprise Risk Management (ie. risk awareness and training) and to ensure that the risk management process and culture are embedded throughout the Group.

b) To formulate the Risk Management Policy of the Group and to ensure the implementation of the objectives outlined in the Risk Management Policy and compliance with them.

c) To provide routine quarterly reporting and update the Board of Directors on key risk management issues as well as ad-hoc reporting and evaluation on investment proposals.

d) To review the Statement on Internal Control for inclusion in the Company’s Annual Report and to recommend the same for the approvals of the Audit Committee and the Board.

e) To ensure that management and other relevant parties provide the Committee with adequate information to understand the significant risks to which the Company is exposed.

f) To review the Company’s procedures, policies and techniques to measure the Company’s risk exposures and to identify, evaluate and manage the significant risks to which the Company is exposed, including in the areas of market, operational, liquidity, credit, regulatory and reputation risk.

g) To review and to approve risk principles, policies and procedures recommended by management and the related management programs to ensure compliance with the related regulatory requirements.

The RMC delegates to the respective Heads of Department the responsibility for identification and management of operational risks, software management, training and ensuring effective implementation and maintenance of Risk Management Policy and that all personnel adhere to its mandate.

The Heads of Department shall assist the RMC by assuming direct responsibility for the routine risk management activities within the organization. They shall provid

5.1 Routine Roles & Responsibilities

(a) Provide quarterly reporting and update on operations of the Enterprise Risk Management framework to the Board.

(b) Review Enterprise Risk Profile for effectiveness of management of risks.

(d) Follow-up on management action plans reported by the Heads of Department.

(e) Responsible for ensuring that strategic business risks are considered.

5.2 Risk Evaluation of Investment Proposals

(a) Propose to the Board, the monetary threshold and nature of proposed investments that require the RMC’s evaluation and endorsement before submission to the Board.

(b) Review investment proposals which meet the requisite threshold.

6. REVIEW OF TERM OF REFERENCE

This Term of Reference 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 Committee 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 Committee.

Diversity Policy

Mannju on February 22, 2023

INTRODUCTION

The Board of Directors (“Board”) of LBS Bina Group Berhad (“LBGB” or “Company”) recognises that diversity in Board composition and Key Senior Management is an essential element in attaining the strategic objectives of the Group and promoting good corporate governance.

2. OBJECTIVES

To set out Company’s policy in relation to diversity of the Board of Directors and Key Senior Management of the Company.

3. PRINCIPLES ON DIVERSITY POLICY

The Company recognises and embraces the benefits of having a diverse Board and Key Senior Management to enhance the quality of its performance. With a view to achieving a sustainable and balanced development, the Company aims at increasing diversity at the Board and Key Senior Management level as an essential element in supporting the attainment of its strategic objectives and its sustainable development The diversity for the Board and Key Senior Management will be considered based on a number of aspects, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills and knowledge. All Board appointments will be based on merit, contribution that the selected candidates will bring to the Board. The candidates will be considered against selection criteria and objective, having due regard for the benefits of diversity on the Board. The appointment of Senior Management is also based on merit and leadership skills, with due regard for diversity in skills, experience, age, cultural background and gender.

4. MEASURABLE OBJECTIVE

The Board would take into consideration the following measures:

The Board is of the view that, while it is important to promote diversity including gender, age and ethnicity, the board selection criteria based on an effective blend of competencies, skills, extensive experience and knowledge to strengthen the Board should remain a priority. Thus, the Company does not set any specific target for female directors in the Diversity Policy and will actively work towards having more women directors on the Board to comply with the recommendation of the Malaysian Code of Corporate Governance 2021 to have at least 30% women directors on the Board. In addition, the Company shall also observe this Policy when engaging senior management personnel.
The Nomination and Remuneration Committee (“NRC”) is responsible in ensuring that diversity principles are adopted in Board and/ or Key Senior Management’s appointment, board performance evaluation and succession planning processes.
The Company shall provide a suitable working environment that is free from harassment and discrimination in order to attract and retain women participation on the Board and/ or Key Senior Management.

5. MONITORING AND REPORTING

The Human Resource Department is (among other things) responsible for:

assessing the appropriate mix of diversity in addition to skills, experience and expertise required on the Key Senior Management;
making recommendations to the NRC to maintain an appropriate mix of diversity in addition to skills, experience and expertise on the Key Senior Management; and
reporting to the NRC in relation to new appointment of Key Senior Management.

The NRC is (among other things) responsible for:

assessing the appropriate mix of diversity in addition to skills, experience and expertise required on the Board and assessing the extent to which the diversity is required on the Board;
making recommendations to the Board in relation to Board succession, including the succession of the Chairman, to maintain an appropriate mix of diversity in addition to skills, experience and expertise on the Board;
reviewing and reporting to the Board in relation to any new development regarding Board and/or Key Senior Management’ diversity; and
report to the Board on:

✓ initiatives undertaken by the NRC in relation to board and/or Key Senior Management’ diversity and to achieve the Measurable Objectives.

✓ progress in achieving the Measurable Objectives and to make recommendations to the Board on the same.

6. REVIEW OF POLICY

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

It shall be reviewed by the Board and updated whenever necessary to ensure the Group remains at the forefront of best practices in corporate governance. Any subsequent amendments to the Policy should only be approved by the Board upon recommendation by NRC.

Dividen Policy

Mannju on February 16, 2023

The Company’s normal dividend policy is adopted to ensure sustainable long-term yields to shareholders consistent with the Company’s earnings growth, while maintaining an efficient capital structure and ensuring sufficiency of funds for future growth.

The dividend policy seeks to distribute 30% of the Company’s profit after taxation and minority interest commencing from the financial year ended 31 December 2021, subject to availability of distributable reserves as well as the Company’s future cash flow requirements and market conditions.

Dividends will be paid only if approved by the Board of Directors of the Company or shareholders, as the case may be, out of funds available for such distribution. The actual amount and timing of dividend payments will depend upon the Company’s cash flow position, results of operations, business prospects, current and expected obligations, and such other matters as the Board of Directors may deem relevant.

Occupational Safety and Health Policy

Mannju on November 11, 2022

LBS Bina Group Berhad (“LBGB” or “Company”) and its subsidiaries (“LBGB Group” or “Group”) strives to create and promote a safe and healthy work environment for all employees, visitors and related stakeholders.

We believe that Occupational Safety and Health (“OSH”) is an integral part of business and we are committed:

1. To comply with the Occupational Safety and Health Act 1994 and all other applicable statutory requirements and regulations where we operate;
2. To ensure that all work is managed according to applicable OSH requirements and standards;
3. To adopt best practices and to mitigate work-related injuries and OSH risks;
4. To provide a safe and healthy work environment for our internal and external stakeholders;
5. To create a proactive working culture where all OSH risks associated with our daily business activities are managed to a level as low as reasonably practicable;
6. To continuously engage and provide relevant training to our employees and business partners to achieve a safe and healthy working environment;
7. To consult and include participation of employees where applicable in the planning, implementation, performance evaluation or actions in OSH management;
8. To continuously improve on our OSH through the Occupational Safety & Health Committee by monitoring and evaluating our performance target regularly.

REVIEW OF POLICY

This policy has been approved by the Board Sustainability Committees (“BSC”) and is available on the Group’s corporate website and internal computer networking system.

The Policy shall be reviewed by the BSC and updated whenever necessary to ensure its effective implementation. Any subsequent amendments to this Policy should be approved by the BSC.

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.

Terms of Reference of Sustainability Committee

Mannju on September 20, 2022

1. Objective

The principal objective of the Sustainability Committee (“Committee”) is to assist the Board of Directors of LBS Bina Group Berhad (“LBS” or “Company”) in fulfilling its oversight responsibilities in relation to the sustainability strategy and initiatives covering economic, environmental, social and governance (ESSG) aspect as well as embedding sustainability practices into the businesses of the Company and its subsidiaries (“Group”).

2. Members

(a) The Sustainability Committee shall be appointed by the Board and shall comprise at least 3 members.

(b) The members of the Committee shall elect a Chairman from among their number.

(c) In the event of any vacancy in the Committee resulting in the number of members being reduced to below 3, the Board shall, within one (1) month fill the vacancy.

(d) The Board shall have the discretion as it deems fit to rescind and/or revoke the appointment of any person(s) in the Committee.

3. Meeting

(a) The quorum for meeting of the Committee shall be three (3).

(b) Meetings shall be held as and when appropriate, but shall not less than once in a calendar year.

(c) Meetings of the Committee shall be summoned by the Secretary of the Committee at the request of any member thereof. Notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee not less than three (3) working days prior to the date of the meeting.

(d) A resolution in writing signed by a majority of the Committee Members for the time being shall be as valid and effectual as if it had been passed at a Meeting of the Committee duly called and constituted. Any such resolution may consist of several documents in like form each signed by one (1) or more Committee Members. Any such document, may be accepted as sufficiently signed by a Committee Member if transmitted to Company by telex, telegram, cable, facsimile or other electrical or digital written message purporting to include a signature of a Committee Member.

(e) The Company Secretary shall be the Secretary of the Committee.

(f) The Committee is authorised to call any employee to attend at a meeting of the Committee as and when required.

4. Reporting Procedures

(a) The Secretary shall circulate the minutes of meetings of the Committee to all members of the Committee. Minutes of each meeting shall be duly entered in the book provided therefor.

(b) The Chairman shall report the proceedings of each meeting to the Board.

5. Authority

(a) The Committee is authorized by the Board to undertake the specific duties and responsibilities stated below. The Committee is also authorized to obtain external legal or other independent professional advice, as it considers necessary.

(b) The Committee may sub-delegate any of its powers and authority as it thinks fit, including, without limitation the establishment of sub-committees to analyse particular issues or themes and to report back to the Committee.

6. Duties and Responsibilities

The Committee has the overall responsibility for overseeing the requirements for the Group to conduct its business in a responsible manner in relation to its impact to the environment, economic, social and governance aspects:-

(a) To advise the Board and recommending the sustainability strategies and related policies for adoption and the implementation of such strategies and policies;

(b) To monitor the implementation of processes, standards, measures and actions designed in achieving the organisation’s sustainability milestones and goals;

(c) Monitoring the adequacy of resource allocated in achieving compliance with strategies, targets, policies and roadmaps pertaining to sustainability;

(d) Monitoring the overall management of stakeholder engagement and its outcomes, including ensuring mechanisms for sustainability-related grievances are in place;

(e) Assisting the Board members to keep abreast with and understand the sustainability issues relevant to the Group and its business, including but not limited to climate-related risks and opportunities; and

(f) Assessing, reviewing and recommending to the Board for approval the Company’s annual sustainability report/statement.

7. Review

This Terms of Reference has been endorsed by the Board of Directors and is made available for reference on Company’s corporate website and internal computer networking system. It shall be reviewed by the Board of Directors and update whenever necessary to ensure its effective implementation.

Internal Audit Charter

Mannju on September 20, 2022

1. Mission

To add value to the overall organisational performance and independently ascertain whether the on-going processes for controlling operations throughout LBS Bina Group Berhad (“LBGB” or “Company”) and its subsidiaries (collectively referred to “Group”) are adequately designed and functioning in an effective manner.

2. Objective

To provide independent and objective assessment and assurance that the Group’s risk management, internal controls and governance processes are operating effectively and efficiently.

3. Role and Scope of Activities

The role of Internal Audit is to assist the Board of Director, Audit Committee and Management to carry out their oversight responsibilities effectively in establishing cost-effective controls, assessing risks, recommending measures to mitigate those risks and assuring proper controls and governance processes. It also assists in the creation of shareholders’ confidence in the Company’s system of internal control.

The Internal Audit Function’s scope of activities is to ascertain, through selective testing, that the processes for controlling, as they have been designed and represented by Management, are adequate and functioning in an effective manner to ensure:

- resources are adequately protected;
- significant financial, managerial and operating information are accurate and reliable; and
- employees’ actions are in compliance with the LBGB’s policies, standards, procedures, and applicable laws and regulations.

4. Accountability

The Internal Audit Function, in the discharge of its duties, shall be accountable to the Audit Committee to:

- provide quarterly an assessment of the adequacy and effectiveness of the Group’s processes for controlling its activities;
- report significant issues related to the processes for controlling the activities of the Group and provide information concerning such issues through resolution; and
- periodically provide information on the status and results of the Internal Audit Plan.

5. Responsibility

The Internal Audit Function has responsibility to:

- develop an Annual Internal Audit Plan, based on significant exposures to loss or failure, and submit that plan to the Audit Committee for approval;
- consider the scope of work of External Auditors and regulatory examiners, as appropriate, for the purpose of providing optimal audit coverage to the Group;
- implement the Internal Audit Plan as approved by the Audit Committee;
- issue periodic reports to the Audit Committee summarising results of audit activities;
- maintain professional Internal Auditors with sufficient knowledge, skills and experience to meet the requirements of this Charter; and
- evaluate and assess controls coincident with the introduction of major changes to systems.

6. Authority

The Internal Auditors are authorised to:

- have unrestricted access to all of the Group’s functions, records, property, and personnel;
- have full and free access to the Audit Committee; and
- allocate resources, set frequencies, select subjects, determine scope of work,
  and apply the techniques required to accomplish audit objectives.

The Internal Auditors are not authorised to:

- perform any operational duties for Group; and
- initiate or approve accounting transactions external to the Internal Audit Department.

7. Independence

To provide for the independence of the Internal Auditing Function, the Internal Audit will report to the Audit Committee.

8. Standards of Audit Practice

The Internal Audit Function shall meet the Standards for the Professional Practice of Internal Auditing, as adopted by the Institute of Internal Auditors.

9. Review of Internal Audit Charter

This Charter has been endorsed by the Audit Committee and is made available for reference on Company’s corporate website and internal computer networking system. It shall be reviewed by the Audit Committee and update whenever necessary to ensure its effective implementation. Any subsequent amendments to the Charter should only be approved by the Audit Committee.

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