Policies Archives

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:

To comply with the Occupational Safety and Health Act 1994 and all other applicable statutory requirements and regulations where we operate;
To ensure that all work is managed according to applicable OSH requirements and standards;
To adopt best practices and to mitigate work-related injuries and OSH risks;
To provide a safe and healthy work environment for our internal and external stakeholders;
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;
To continuously engage and provide relevant training to our employees and business partners to achieve a safe and healthy working environment;
To consult and include participation of employees where applicable in the planning, implementation, performance evaluation or actions in OSH management;
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.

External Auditors Policy

Mannju on September 20, 2022

1. Introduction

The Audit Committee of LBS BINA GROUP Berhad (“the Company”) is responsible for reviewing, assessing and monitoring the performance, suitability and independence of external auditors. The objective of this External Auditors Policy (“the Policy”) is to outline the guidelines and procedures for the Committee to assess and monitor the external auditors.

2. Scope

This Policy applies to the external auditors of LBS Group.

3. Definitions

“ Board” refers to the Board of Directors of LBS at any one time.

“Committee” refers to the Audit Committee of LBS at any one time.

“Company” refers to LBS Bina Group Berhad (Company No.: 518482-H). “LBS Group” refers LBS Bina Group Berhad and its subsidiaries.

“Policy” refers to this External Auditors Policy including any amendments made or to be made from time to time.

4. Objectives

The objective of this Policy is to outline the guidelines and procedures for the Committee to assess and
monitor the external auditors.

5. Selection & Appointment

Pursuant to Section 273 of the Companies Act 2016, the office of auditors shall cease at the conclusion of each annual general meeting. Accordingly, the members shall appoint or re-appoint the external auditors of the Company, and the external auditors so appointed shall, hold office until the conclusion of the next annual general meeting of the Company. Should the Committee determine a need for a change of external auditors, the Committee will follow the following procedures for selection and appointment of new external auditors:-

a) the Committee to identify the audit firms who meet the criteria for appointment and to request for
their proposals of engagement for consideration;

b) the Committee will assess the proposals received and shortlist the suitable audit firms;

c) the Committee will meet and/or interview the shortlisted candidates;

d) the Committee may delegate or seek the assistance of the Chief Financial Officer/Finance Director to
perform items (a) to (c) above;

e) the Committee will recommend the appropriate audit firm to the Board for appointment as external
auditors; and

f) the Board will endorse, after due consideration, 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.

6. Selection Criteria

The Committee will evaluate potential audit firm on a number of criteria including, but not limited to:

a) Independency, objectivity and professional scepticism

b) Quality of engagement team

c) Reputation

d) Internal governance process

e) Human Resources and qualification

f) Proven and demonstrated experience in audit of listed companies

g) Cost

h) Clientele (size, spread, etc.)

7. Independence

The external auditor’s independence is a key factor in ensuring that the financial statements of the
Company and its subsidiaries are true and fair, and meet high standards of financial integrity.
The Committee monitors the independence of the external auditor, including any relationship with the
Group or any other person or entity that may impair or compromise, or appear to impair or compromise,
the external auditor’s independence.
Independence may be impaired or compromised by the provision of services of a non-audit nature to
LBS Group, depending on the materiality of those services and the fees charged for them. Therefore,
the external auditors are precluded from providing any services that may impair their independence or
conflict with their role as external auditors.
The Committee 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.

8. Non-Audit Services

The external auditor’s independence is a key factor in ensuring that the financial statements of the Company and its subsidiaries are true and fair, and meet high standards of financial integrity.The external auditors can be engaged to perform non-audit services that are not, and are not perceived to be, in conflict with the role of the external auditors. This excludes audit related work in compliance with statutory requirements.

The prohibition of non-audit services is based on three (3) basic principles as follows:-
a) external auditors cannot function in the role of Management;
b) external auditors cannot audit their own work; and
c) external auditors cannot serve in an advocacy role of LBS Group.

The external auditors shall observe and comply with the By-Laws of the Malaysian Institute of Accountants in relation to the provision of non-audit services, which include the followings:-
i) accounting and book keeping services;
ii) valuation services;
iii) taxation services;
iv) internal audit services;
v) information technology system services;
vi) litigation support services;
vii) recruitment services; and
viii) corporate finance services.

All engagements of the external auditors to provide non-audit services are subject to the approval/endorsement of the Committee.

Management shall obtain confirmation from the external auditors that the independence of the external auditors will not be impaired by the provision of non-audit services.

9. Rotation of Audit Partner

The audit partner responsible for the external audit of LBS Group is subject to rotation at least every five (5) financial years, followed by a two year minimum time out period during which they may not take part in the audit of the Group.

10. Annual Reporting

The external auditors shall issue an annual audit plan for review and discussion with the Committee. The external auditors shall also provide a management letter to the Committee upon completion of the annual audit.

11. Annual Assessment

The Committee shall carry out annual assessment on the performance, suitability and independence
of the external auditors based on the following four (4) key areas:-

i) quality of service;

ii) sufficiency of resources;

iii) communication and interaction; and

iv) independence, objectivity and professional scepticism.

The Committee may also request the Chief Financial Officer/Finance Director to perform the annual assessment of the external auditors.

12. Review of Policy

This Policy has been approved by the Committee and is made available for reference on Company’s corporate website and internal computer networking. It shall be reviewed by the Committee and updated whenever necessary to ensure its effective implementation.

Environmental Policy Statement

D on July 7, 2022

LBS Bina Group Berhad (“LBGB or Company”) recognises the potential environmental impact and climate change. We committed to managing environmental impact as an integral part of our operations at all times, by adhering to the following principles:

1. Complying with all applicable environmental legislation, sustainability commitments and/or standards in all jurisdictions in where we operate.
2. Convey our Environmental Policy Statement to our internal and external stakeholders; encouraging them to adopt effective environmental management practices through regular awareness and training to minimise those impacts and in meeting our environmental commitments.
3. Promoting the preservation and enhancement of environment through strategic engagement with our internal and/or external stakeholders which including but not limited to our employees, environmental entities, NGOs and etc., across our business operation.
4. Make every effort and taking necessary measures to Greenhouse Gas (GHG) emissions reduction, water conservation, biodiversity preservation and etc., to reduce the environmental impacts.
5. Continually identify environmental risks and impacts arising from our activities, and reduce them as low as reasonably practicable levels.
6. Ensure that energy and resources inclusive of water, paper, fuel consumption and etc. are used responsibly, and conserved through innovative practices and procedures.
7. Adopt material and resources optimisation that promote waste minimisation: re-use, recovery and recycling, as appropriate.
8. Adopt proper waste management throughout the company’s business operations including 3R practices (reduce, reuse and recycle).
9. Continually seek opportunities to improve our environmental performance by establishing objectives and targets, measuring progress, and reporting our results.
10. Strive to explore and invest in the environmental preservation and conservation initiatives that will further reduce our impacts on the environment in achieving our environmental objectives.

REVIEW OF THE POLICY

This policy statement 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 on a regular basis and updated whenever necessary to ensure its effective implementation.

Succession Planning Policy

D on June 29, 2022

1. Introduction

Changes in management are inevitable and can present unique challenges. LBS Bina Group Berhad has established a succession plan to provide continuity in the leadership pipeline and avoid extended and costly vacancies in key positions.

Succession planning requires collaboration across the organization. It is an ongoing process to ensure that the Group identifies high-potential employees and prepare them for high-level management positions through mentoring, coaching and training to replace those key business leaders who leaves their positions.

2. Objective

(1) To ensure the stability and accountability of the Group by having a plan to support operation and service continuity when the Managing Director, Executive Directors or Senior Management leave their positions;

(2) To help the Group in preserving its information and knowledge that will be lost due to resignation, retirement or general attrition;

(3) To prepare a diverse pool of suitably qualifies and motivated employees for higher role and responsibilities; and

(4) To develop career paths for employees which will facilitate the Group’s ability to recruit, train and retain top-performing or high talent employee, by addressing competency and skill gaps.

3. Roles And Responsibilities

Key positions are identified as follows:

(a) Group Managing Director;

(b) Executive Directors; and

The Board is responsible for succession planning for the Managing Directors and Executive Directors’ position. The Board should consider either to hire or to internally promote the new Managing Director and Executive Directors, when anyone of the mentioned positions leaves and to ensure the successor has the required skills to implement the Group’s mission and vision.

Whereas, the Executive Director is responsible for the succession planning for the Head of Departments (Senior General Managers and General Managers) in the Group.

4. Succession Planning Process

(1) Identify capabilities and talent needs, based on strategic business plan and Company’s Vision and Mission;

(2) Determine the required capabilities for critical positions;

(3) List down the competency profile of the selected talents or employees;

(4) Analyse and match the competencies between the critical positions and the selected employee to identify the gaps;

(5) Provide high level development plan for the selected employees to develop into target positions;

(6) Assess the performance of the selected employees on a periodic basis; and

(7) Monitor and track the overall progress.

5. Key Success Factors

The support from the Board, Managing Director, Executive Directors and Senior Management are important for the succession planning process. This will give all employees and understanding and emphasis on the importance of succession planning to the Company.

The selected employees should be provided with adequate time for development and mentoring. Regular review and update for the succession plan is vital to ensure the hiring needs and assess the development progress of the selected candidates.

6. Review

This Policy has been endorsed by the Board. It shall be reviewed by the Nomination and Remuneration Committee (“NRC”) and updated from time to time to ensure the Group remains at the forefront of best practices in corporate governance. Any subsequent amendments to this Policy should be endorsed by the Board upon recommendation by NRC.

Remuneration Policy

D on June 29, 2022

1. Introduction

The Company has formulated a policy called “Remuneration Policy” to ensure the payment of equitable, competitive remuneration to key managerial personnel, senior management and all employees of the Company which is based on individual performance, Company’s benchmark, Industry practices and performance of the Company as a whole.

2. Key Principles

The following set of principles act as guiding factors:

(a) Performance measures and targets to be aligned with the Company’s corporate strategy and its shareholders’ interest;

(b) Promote a culture of “Pay for Performance” as its business drivers; and

3. Objective And Purpose

(1) To determine remuneration based on the Company’s business outlook, financial position, growth and trends and practices on remuneration prevailing in competitive compensation;

(2) To align reward and recognition mechanism directly to the effort, performance, dedication and achievement relating to the Company’s operations;

(3) To attract, retain, motivate and promote talent and to ensure long term sustainability of talented persons and create competitive advantage; and

(4) To ‘Pay for Performance’ i.e. the remuneration shall be linked to the individual performance and to strike the right balance between fixed and variable pay reflecting short and long term performance objectives appropriate to the goals of the Company.

4. Key Managerial Personnel, Senior Management & Employees

The compensation for the key managerial personnel, senior management and employees of our organization would be guided by the external competitiveness and internal parity through annual benchmarking surveys. The remuneration structure is broadly divided into fixed and variable components. The fixed component comprises salary, allowances, perquisites, benefits-in-kind etc. The variable component comprises annual performance bonus of the individual employee and Company’s performance as a whole.

Internally, performance ratings of all employees would be spread across a normal distribution bell curve. The rating obtained by an employee will be used as an input to determine bonus payout and annual pay increases. Variable and annual pay increase will be calculated using a combination of individual performance and organizational performance. Compensation can also be determined based on identified skill sets which is critical to the success of our organization. It is determined as per management’s review of market demand and supply, Industry benchmarks etc.

The competitive comparator is selected based on Industry Relevance, Task relevance and Size of Organization.

5. Pay For Performance

A distribution bell curve is built to maintain significant differential between low, average and high performers. Remuneration Policy emphasis on performance besides taking into consideration of employees’ attendance record and disciplinary issues. The variable and annual pay increase are determined based on the standard evaluation matrix prevailing in the organization.

6. Review Policy

Contact Us

Diversity Policy

Dividen Policy

Occupational Safety and Health Policy

Directors’ Fit and Proper Policy

Terms of Reference of Sustainability Committee

Internal Audit Charter

External Auditors Policy

Environmental Policy Statement

Succession Planning Policy

Remuneration Policy

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