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Directors’ Fit and Proper Policy

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 3 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

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

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

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

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

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

(c) Head of Departments (Senior General Managers and General Managers).

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

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

(c) Reflective of market competitiveness so as to attract the best talent.

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 

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.

Anti-Bribery And Corruption Policy

1. Introduction

LBS Bina Group Berhad (“LBGB” or “Company”) recognises the importance of establishing and upholding good corporate governance in its daily business operations in accordance with the highest ethical standards and in full compliance with all applicable laws, regulations and/or standards in all jurisdictions in which the Group operates.

The Company has at all material times adopt a zero tolerance approach against all forms of bribery and corruption within the Company and remains committed to comply with all laws and regulations which govern the Company’s business and operation to the highest standards of ethical conduct and integrity, professionally and fairly.

2. Scope

This policy is applicable to the LBGB Personnel, its subsidiaries (“LBGB Group” or “Group”) and Business Associates acting on LBGB Group’s behalf. Joint-venture companies and associated companies are encouraged to adopt these or similar principles.

3. Definition

“Audit Committee” means the Audit Committee of LBGB.

“Board of Directors” means the LBGB Group’s Board of Directors.

“Bribery & Corruption” means any action which would be considered as an offence of giving or receiving ‘gratification’ under the Malaysian Anti-Corruption Commission Act 2009 (“MACCA”). In practice, this means offering, giving, receiving or soliciting something of value in an attempt to illicitly influence the decisions or actions of a person who is in a position of trust within an organisation.

Bribery may be ‘outbound’, where someone acting on behalf of LBGB Group attempts to influence the actions of someone external, such as a Government official or client decision-maker. It may also be ‘inbound’, where an external party is attempting to influence someone within the Company such as a senior decision-maker or someone with access to confidential information.

“Business Associate” means an external party with whom LBGB Group has, or plans to establish, some form of business relationship. This may include clients, customers, joint ventures, joint venture partners, consortium partners, outsourcing providers, contractors, consultants, subcontractors, suppliers, vendors, advisers, agents, distributors, representatives, intermediaries and investors.

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

“Donation & Sponsorship” means charitable contributions and sponsorship payments made to support the community.

“Gratification” is defined in the MACCA to mean the following:

(a) money, donation, gift, loan, fee, reward, valuable security, property or interest in property being property of any description whether movable or immovable, financial benefit, or any other similar advantage;

(b) any office, dignity, employment, contract of employment or services, and agreement to give employment or render services in any capacity;

(c) any payment, release, discharge or liquidation of any loan, obligation or other liability; whether in whole or in part;

(d) any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction or percentage;

(e) any forbearance to demand any money or money’s worth or valuable thing;

(f) any other service or favour of any description, including protection from any penalty or disability incurred or apprehended or from any action or proceedings of a disciplinary, civil or criminal nature, whether or not already instituted, and including the exercise or the forbearance from the exercise of any right or any official power or duty; and

g) any offer, undertaking or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (a) to (f).

“Hospitality” means the considerate care of guests, which may include refreshments, accommodation and entertainment at a restaurant, hotel, club, resort, convention, concert, sporting event or other venue such as Company offices, with or without the personal presence of the host. Provision of travel may also be included, as may other services such as provision of guides, attendants and escorts; use of facilities such as a spa and golf course.

“Personnel” means Directors and all individuals directly contracted to the Company on an employment basis, including permanent, temporary employees and interns.

4. Objective

This policy sets out LBGB Group’s overall position in observing and upholding LBGB Group’s stance against bribery and corruption in all its forms, as well as to provide guidance and information on the recognition of bribery and corruption and methods of dealing with such circumstances.

5. Anti-Bribery And Corruption Policy

LBGB Group prohibits all forms of bribery and corruption in relation to all its activities.

Bribery and corruption may take the form of anything of value, such as money, goods, services, property, privilege, employment position or preferential treatment. LBGB Personnel and its Business Associates shall not whether directly or indirectly, offer, give, receive or solicit any item of value, in the attempt to illicitly influence the decisions or actions of a person in a position of trust within an organisation, either for the intended benefit of the Group or the persons involved in the transaction.

The anti-bribery and corruption statement applies equally to its business dealings with commercial (‘private sector’) and Government (‘public sector’) entities, and includes their directors, officers, agents and other appointed representatives.

No employee or external party will suffer discrimination, demotion, penalty or other adverse consequences in retaliation for refusing to pay or receive bribes or participate in other illicit behaviour.

6. Recognition of Relevant Legislation

LBGB Group is committed to conduct its business ethically and in compliance with all applicable laws and regulations in each country and/or jurisdiction that it conducts its business in, including but not limited to MACCA, Malaysian Penal Code (revised 1977) (and its amendments) and the Companies Act 2016 (Malaysia) or such other applicable laws in each respective country and/or jurisdiction.

In cases where there is a conflict between mandatory law of each country and/or jurisdiction, and the principles contained in this policy herein, such law shall prevail.

7. Gifts & Hospitality

LBGB Personnel are prohibited from receiving or asking for (soliciting) gifts from external parties. Under no circumstances may LBGB Personnel accept gifts in the form of cash or cash equivalent, including gift certificates, loans, commissions, coupons, discounts or any other related forms.

There are exception whereby receiving and provisions of the gifts are permitted in the following situation:-

a) Exchange of gifts or the corporate gifts of nominal / appropriate value at the company-to-company level (for example: gifts exchanged between companies as part of official visit);

b) Festive or ceremonial gifts of appropriate value during festive seasons or other ceremonial occasions;

c) Gifts given to external organisations or individual in relation to company official function, work-related conferences, corporate events and activities (for example: door gifts or commemorative gifts to all that attending the events);

d) Corporate gifts bearing the Company’s name and logo and are of nominal / appropriate value.

8. Entertainment

It is a common practice within the business environment to provide entertainment to foster business relationship by providing reasonable and proportionate entertainment under appropriate circumstances. LBGB Personnel may offer appropriate and proportionate entertainment that is legal and reasonable within the scope of their work as part of business networking as well as a measure of goodwill towards the recipients.

LBGB Personnel is expected to always exercise proper care and good judgement when providing entertainment to external parties.

9. Donation And Sponsorship

LBGB Group may offer charitable donations and sponsorships provided that they are ethical and legal under applicable laws and not with the intention to influence any business decisions or cause others to perceive it as such.

10. Conflict Of Interest

Conflict of interest arise in situations where there is personal interest that could be considered to have potential interference with objectivity in performing duties or exercising judgment on behalf of the Company. All Personnel should avoid situations in which personal interest could conflict with their professional obligations or duties. Personnel must not use their position, official working hours, Company’s resources and assets, or information available to them for personal gain or to the Company’s disadvantage.

11. Recruitment And Promotion

LBGB Group recognises the value of integrity in its Personnel and Business Associates. The Company’s recruitment, training, performance evaluation, remuneration, recognition and promotion for all LBGB Personnel, including management, shall be designed and regularly updated to recognise integrity.

12. Staff Declaration

All LBGB Personnel shall certify in writing that they have read, understood and will abide by this policy. A copy of this declaration shall be documented and retained by the Human Resources Department for the duration of the Personnel’s employment.

13. Systematic Review & Monitoring

LBGB Group recognises that managing an anti-bribery and corruption programme is a continuous process, risk assessment and a systematic review and monitoring process is necessary to ensure its objectives are being met. The Audit Committee will be responsible for overseeing the process of reviewing the effectiveness and compliance to the anti-bribery and corruption programme and policy. The reviews may take the form of independent audits carried out by an external party, where necessary.

14. Record Keeping

LBGB Personnel must ensure that all expense claims relating to hospitality, gifts or expenses incurred to Business Associates and/or any person are submitted in accordance with the Company’s applicable policy and specifically record the reason for such expenditure. LBGB Personnel shall further ensure that all expense claims shall comply with the terms and conditions of this policy.

15. Reporting Of Policy Violation

It is the responsibility of LBGB Personnel to prevent, detect and/or report any bribery and other forms of corruption.

Suitable reporting channels have been established and maintained for receiving information regarding violations of this policy, and other matters of integrity provided in good faith by LBGB Personnel and Business Associates and is provided for under the Whistle Blowing Policy. For further details, the Whistle Blowing Policy of LBGB is available at the Company’s corporate website, www.lbs.com.my.

Reports made in good faith, shall be addressed in a timely manner and without incurring fear of reprisal regardless of the outcome of any investigation.

Retaliation in any form against LBGB Personnel where the person has, in good faith, reported a violation or possible violation of this policy is strictly prohibited. Any LBGB Personnel found to have deliberately acted against the interests of a person who has in good faith reported a violation or possible violation of this policy shall be subjected to disciplinary proceedings including demotion, suspension, dismissal or other actions (including legal action) which
LBGB Group may pursue.

16. Training & Communication

LBGB conducts awareness programmes for the Personnel to refresh awareness of anti-bribery and anti-corruption measures, and to continuously propagate integrity and ethics.

17. Consequences Of Non-Compliance

LBGB Group regards bribery and acts of corruption as serious matters and will apply penalties in the event of non-compliance to this policy. For LBGB Personnel, non-compliance may lead to disciplinary action, up to and including termination of employment.

For external parties, non-compliance may lead to penalties including termination of contract. Further legal action may also be taken in the event that LBGB Group’s interests have been harmed by the results on non compliance by individuals and organisations.

18. Reviw Of The Policy

This policy 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 updated whenever necessary to ensure its effective implementation. Any subsequent amendments to this Policy should be approved by the Board of Directors upon recommendation by the Audit Committee.

Whistle Blowing Policy

1. INTRODUCTION

LBS Bina Group Berhad (“LBGB” or “Company”) is committed in promoting high standard of integrity and accountability as well as good corporate governance practices in managing its day-to-day businesses and operations. The Company also aims to conduct its affairs in an ethical, responsible and transparent manner.

The Whistle Blowing Policy (“Policy”) is designed to allow Whistleblower, as hereinafter defined, to disclose any improper conduct in accordance with the procedures and to provide protection to the Whistleblower from reprisal as consequences of making such disclosure.

This Policy is created to enhance the alignment with all the existing laws namely the Whistleblower Protection Act 2010, Companies Act 2016, Malaysian Anti-Corruption Commission Act 2009, Capital Market and Services Act 2007, Personal Data Protection Act 2010 and other applicable laws and regulations in Malaysia pertaining to the above.
However, this Policy does not absolve employees and stakeholders from any statutory obligations contained in any Act and/or Regulation to report criminal offences and/or breaches of law with the relevant enforcement agencies.

This Policy shall be read conjunctively with the existing policies imposed on the Company’s Code of Ethics as well as the procedures set out in the Company’s Employee Handbook and other internal, statutory or regulatory reporting procedures. This policy is not to invalidate the existing policies but to provide more avenues to disclose improper conduct committed or about to be committed to the Company or may be harmful to the Company.

2. SCOPE

This Policy applies to all employees (including employees on contract terms, temporary or short-term employees and employees on secondment) or third parties who have become aware of or genuinely suspect on a reasonably belief that an employee of the Company and/or its subsidiary (“LBGB Group” or “Group”) has engaged, is engaged or is preparing to engage in any Improper Conduct, as hereinafter defined.

3. DEFINITIONS

“Confidential Information” shall include without limitation to the following: 

a) information about the identity, occupation, residential address, work address or whereabouts of a Whistleblower and a person against whom a Whistleblower has made a disclosure of Improper Conduct;
b) information disclosed by a Whistleblower; and
c) information that, if disclosed, may cause detriment to any person. 

“Detrimental Action” shall include without limitation to the following: 

a) action causing injury, loss and/or damage;
b) intimidation and/or harassment;
c) interference with the lawful employment or livelihood of any person, including discrimination, discharge, demotion, suspension, disadvantage, termination or adverse treatment in relation to a person’s employment, career, profession, trade or business or the taking of disciplinary action; and
d) the threat to take any of the actions referred to above.

“Disciplinary Offence” means any action or omission which constitutes a breach of any laws or by-laws or discipline in the Group as provided by law or the Group’s code of conduct, policies and/or contract of employment, as the case may be.

“Improper Conduct” is any conduct which if proved, constitutes a Disciplinary Offence or a criminal offence. Improper Conduct includes, but not limited to, the following:

a) criminal offences, unlawful acts, fraud, corruption, bribery and blackmail;
b) failure to comply with legal or regulatory obligations;
c) misuse of the Group’s funds or assets;
d) an act or omission which creates a substantial and specific danger to the lives, health or safety of the employees or the public or the environment;
e) unsafe work practices or substantial wasting of the Group’s resources;
f) abuse of power by an officer of the Group; and
g) concealment or abetment of any of the above.

“Investigating Team” means authorised persons to receive report(s) and carry out investigation on Whistleblowing matters.

“Third Party” refers to the Group’ service providers, independent contractors, vendors, suppliers, customers or general public, where relevant.

“Whistleblower” is a person who disclose or reporting information or concerns on Improper Conduct in accordance with this Policy.

“Whistleblowing” is the disclosure of Improper Conduct based on one’s reasonable belief that any person has engaged, is engaging or preparing to engage in Improper Conduct. This applies even in circumstances where information regarding Improper Conduct is supposed to be treated as confidential.

 

4. OBJECTIVES

The objectives of this Policy are as follows:-

a) Provide avenue for all employees and third parties to disclose any Improper Conduct that adversely impacts the Group.

b) Provide opportunity and encourage employee to make any disclosure openly, honestly and transparency and that concerns raised will be treated fairly and properly.

c) Provide proper internal reporting channel to make a disclosure of any Improper Conduct made under this Policy.

d) Provide protection to the Whistleblower from reprisal as the consequences of making a disclosure and to safeguard his/her confidentiality.

e) To ensure the disclosure is in appropriate way and timely manner. Any anonymous disclosure will not be entertained.

f) To enhance the culture of openness and transparent by encouraging Whistleblower to raise concerns regarding any form of Improper Conducts without fear.

5. LIMITATIONS

This Policy does not however, cover any issues, complaints or concerns in relation to:-

a) matters which are trivial or frivolous in nature;
b) matters which are motivated by malice;
c) matters pending or determined through the Group’s disciplinary proceedings; and
d) matters pending or determined through any tribunal or authority or court, arbitration or other similar proceedings.

If a Whistleblower is unsure whether a particular act or omission constitutes an Improper Conduct under this Policy, he or she is encouraged to seek advice or guidance from his/her immediate superior or Head of Department, Head of Human Resources Department, or any member of the Investigation Team.

6. REPORTING

A disclosure of Improper Conduct shall be made to Investigating Team in writing by completing the Whistle Blowing Form. The form to be emailed to whistleblowing@lbs.com.my which is accessible by all the Designated Persons in the Investigating Team, or hand over to the Designated Persons or post/courier to :

LBS BINA GROUP BERHAD

The Whistleblowing Investigating Team
Level 1-4, Plaza Seri Setia, No. 1, Jalan SS9/2, 47300 Petaling Jaya, Selangor.

The Designated Persons of the Investigating Team are as follows:

  Administrator: Ms. Cindy Booi Sek Tze Head of Human Resources Department
Mr. Kevin Loo Head of Legal Department
  Investigating
  Committee:
Datuk Haji Baharum bin
Haji Mohamed
Senior Independent Non-Executive
Director
Datuk Lim Si Cheng Independent Non-Executive Director
Dato’ Lim Han Boon Chairman of Audit Committee &
Independent Non-Executive Director
Dato’ Yong Lei Choo Independent Non-Executive Director

7. PROCEDURES

a) The Whistleblower that discovers or genuinely suspects any Improper Conduct shall submit the Whistle Blowing Form disclosing his/her name, contact number, details of alleged person(s), nature of allegation and provide evidence if possible, to the Investigating Team.

b) If the Improper Conduct involved any members of the Investigating Team, the implicated person(s) shall then be excluded from the activities of screening and subsequent follow-up actions including investigation. In the event, the implicated person is the Group Managing Director or his family member, the Board shall replace the function of Group Managing Director under this Policy.

c) The Administrator shall within seven (7) days (or extended deadline as approved by any one of the Investigating Committee) from the receipt of the Whistle Blowing Form, conduct a preliminary screening or assessment of the case and prepare a report (“Assessment Report”) to the Investigating Committee informing the result of assessment and recommend either to disregard the report or to take further action.

d) Within seven (7) days from the receipt of Assessment Report, so far as is practicable and reasonable, the Investigating Committee shall meet up with Administrator to discuss on the Assessment Report, after fair and due consideration, Investigating Committee has the authority to make final decision, including but not limited to, any of the following:

i) rejection of the Whistle Blowing Form, either in part of in total, if it falls outside the scope of this Policy;

ii) directing the matter or any part thereof to be dealt with under other appropriate internal procedures which includes disciplinary procedures;

iii) directing an investigation into the Whistleblowing made and on any persons involved or implicated;

iv) suspending the persons implicated in the Improper Conduct from work pending any further investigation and/or disciplinary procedures;

v) designating the Administrator or any other persons from within or outside of the Group to conduct investigations or take any other action pursuant to the Policy;

vi) obtaining any other assistance from third parties such as external auditors or obtaining legal advice whether from internal or external solicitors; and

vii) referring the matter to an appropriate enforcement agency, which includes the police and the Malaysian Anti-Corruption Commission.

e) The Investigating Committee may also exclude from its meetings any persons it deems appropriate, depending on the nature of the complaint.

8. CONDUCT OF INVESTIGATION

a) In the event further investigation is required, the Investigating Committee shall, as soon as possible, conduct an investigation into the matter.

b) The Investigating Committee may compel any relevant individual/witnesses deemed relevant to the subject matter reported to disclose evidence/data/materials through interview(s). The Investigating Committee shall have absolute discretion to render any assistance, as they may deem fit, to the witness during the interview, subject to a request made by the witness.

c) All interviews and activities carried out during the course of the investigation shall be recorded and reduced to writing and filed by the Investigating Team.

d) The Investigating Committee shall have free and unrestricted access to all records of the Group and shall have the authority to examine, obtain and/or make copies of all or any portion of the contents of the documents, files, desks, cabinets, and other storage facilities of the Group so far as it is necessary to assist in the investigation of the Improper Conduct.

9. INVESTIGATION REPORT

Upon the completion of the investigation procedures, the Investigating Team will submit an Investigation Report of findings to the Group Managing Director or the Board of Directors. The Whistleblower will be notified on the outcome of the investigation by the Administrator. The Investigation Report will contain the following sections, among others:-

a) The specific allegation(s) of Improper Conduct;

b) All relevant information/evidence received and the grounds for accepting/rejecting them. Copies of interview transcripts and any documents obtained during the course of investigation shall accompany the Investigation Report;

c) The conclusions made and the basis for them;

d) The steps or recommendations that need to be taken by the Group to prevent the Improper Conduct from continuing or re-occurring in future; and

e) Any further action to be taken by the Company in respect of the Improper Conduct. The further action includes initiating disciplinary proceedings and referring the matter to the appropriate external authority.

In the event the Group Managing Director or the Board of Directors (as the case may be) is satisfied that based on the findings and recommendations made in the Investigation Report,an Improper Conduct has been committed, the matter shall be referred to the Human Resources Department to follow up with disciplinary proceedings in accordance with the policies of the Company as well as to the Company’s Legal Department for further advice. No disciplinary action, which includes suspension or termination, shall be taken without the authorisation of the Group Managing Director or the Board of Directors.

If the Group Managing Director or the Board of Directors is not satisfied with the Investigation Report, he may instruct the Investigating Committee to proceed with further investigation.

10. REFERRAL TO EXTERNAL ENFORCEMENT AUTHORITY

Referral of the Improper Conduct, where appropriate, to the relevant enforcement body or the initiation of any legal action shall be managed by the Company’s Legal Department.

11. CONFIDENTIALITY

a) Reasonable steps will be taken by Administrator and Investigating Committee to maintain the confidentiality of Whistleblower’s identity and Confidential Information unless:-

i) the Whistleblower expressly agrees otherwise, and provides his/her agreement in writing; or

i) otherwise required by law.

b) The Whistleblower or any person who is involved in the investigation process, shall not disseminate to third parties information regarding the Improper Conduct or any part thereof, including the status of outcome of an investigation, except:

i) to those who are authorised under this Policy;

ii) by lodging a report of the Improper Conduct directly with an enforcement agency in accordance with the Whistleblower Protection Act 2010 or any other prevailing law;

iii) in adherence to any law or in adherence to a legally binding requirement of any statutory authority; or

iv) on a strictly confidential basis to a professionally qualified lawyer for the purpose of obtaining legal advice.

c) The Whistleblower shall not:

i) Contact the suspected individual to determine facts or demand restitution; and

ii) Discuss the case, facts, suspicions, or allegations with anyone except to assist in the investigation.

12. INVESTIGATION STATUS

All inquiries concerning the status of the investigation from the person implicated, his/her attorney or representative, or the Whistleblower should be made in writing and directed to the Investigating Committee.

A written response on the request for the status of the investigation will be provided within seven (7) days from the receipt of such written request, subject to any extension of time that may be granted by the Investigating Committee.

13. RECORD SAFEKEEPING

A confidential record of each disclosure will be marked ‘CONFIDENTIAL’ and stored securely by the Human Resources Department of the Company for not more than 7 years from the date the disclosure was lodged.

It is the responsibility of the Human Resources Department to be the guardian of the records and to ensure that the documents are properly filed.

All records of disclosures made shall be managed in compliance with the provisions of the Personal Data Protection Act 2010 and other applicable laws.

14. PROTECTION

Upon making a disclosure in good faith, based on reasonable grounds and in accordance with and pursuant to this Policy:

a) The Whistleblower shall be protected from any Detrimental Action within the Company as a direct consequence of the disclosure; and

b) The Whistleblower’s identity and such other Confidential Information of the Whistleblower shall not be disclosed save in accordance with Clause 11.

The protection against Detrimental Action is extended to any person related to or associated with the Whistleblower that have assisted in providing relevant information to the investigation.

The identity and personal information of the Whistleblower as well as the person implicated in the disclosure may be revealed to persons involved in investigations or any other processes save as so far as is necessary to assist and/or to assist investigations.

A Whistleblower may lodge a complaint to the Company, Administrator or the Investigating Committee of any Detrimental Action committed against the Whistleblower or any person related to or associated with the Whistleblower, by any personnel of the Company.

A Whistleblower or any person associated with her/him who fears or has suffered Detrimental Action may request to the Company in writing, for relocation of his/her place of employment. The Company shall, as far as is practicable, make arrangements for the relocation if there is a danger or likelihood of Detrimental Action and the only practicalmeans of removing or substantially removing the danger of the effect of Detrimental Action is by way of relocation.

The Whistleblower protection conferred under this Policy is not limited or affected notwithstanding that the disclosure of the Improper Conduct does not result in any disciplinary action of the person against whom the disclosure was made.

This Policy does not limit the protection conferred by any other written law to any person in relation to information given in respect of the commission of an offence.

The Whistleblower protection conferred under this Policy does not apply where a disclosure was made in a manner inconsistent with or not in compliance with the provisions of this Policy. Notwithstanding the above, the Whistleblower will still be conferred protection save as so far as afforded by the Whistleblower Protection Act 2010 or any other written law.

15. REVOCATION OF PROTECTION

The Company reserves the right to revoke the Whistleblower protection provided pursuant to this Policy if it is of the opinion, based on an investigation or in the course of an investigation that:

a) the Whistleblower herself/himself has participated in the Improper Conduct disclosed, except in instances where:

(i) the participation was under duress; or

(ii) in the view of the Company, the participation could be justified under the circumstances.

b) the Whistleblower willfully made in his/her disclosure of Improper Conduct a material statement which he/she knows or believes to be false or did not believe to be true;

c) the disclosure is made solely with the motive of avoiding dismissal or other disciplinary action;

d) the disclosure of Improper Conduct is frivolous and/or vexatious; and/or

e) the Whistleblower, in the course of making the disclosure or providing further information, breaches the provisions of this Policy and/or commits an offence underthe Whistleblower Protection Act 2010.

If the Whistleblower protection has been revoked, the Company shall give a written notice to the Whistleblower of the revocation together with reasons for the same.

16. REVIEW OF POLICY

This Policy 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 updated whenever necessary to ensure its effective implementation. Any subsequent amendments to this Policy should be approved by the Board of Directors upon recommendation by the Audit Committee.

WHISTLE BLOWING FORM

FLOW CHART

Term of Reference of Nomination And Remuneration Committee

1. Objective

The main objective of the Nomination and Remuneration Committee (“the Committee”) is to assist the Board in fulfilling its responsibilities in going through a formal process of reviewing the balance and effectiveness of its Board, identifying the skills needed and those individuals who might best provide them.

The Committee shall also assist the Board in fulfilling its fiduciary responsibilities for reviewing and making recommendations to the Board of Directors the terms of employment of and all elements of the remuneration of the Executive Directors and Senior Manager (Grade GM1 and above) of the Company.

2. Members

(1) The Committee shall comprise at least three (3) members, each of whom shall be appointed by the Board of Directors primarily from amongst the Independent Non-Executive Directors of the Company.

(2) The members of the Committee shall elect a Chairman from amongst their number whom shall be an Independent Non-Executive Director. In the absence of the Committee Chairman, the remaining members present shall elect one of them to chair the meeting.

(3) No alternate director can be appointed as a member of the Committee.

3. Meeting

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

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

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

4. Reporting Procedures

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 on each meeting to the Board.

5. Authority

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.

6. Duties And Responsibilities 

(1) With regard to the nomination functions, the Committee shall:-

(a) regularly review the structure, size and composition of the Board and make recommendations to the Board with regard to any adjustments that are deemed necessary;

(b) be responsible for identifying and nominating for the approval of the Board candidates to fill Board vacancies as and when they arise;

(c) keep under review the core competencies and skills required of Directors to best serve the business and operations of the Company and its Group as a whole with a view to ensure the continued ability to compete effectively in the marketplace;

(d) review the independence of Independent Directors on an annual basis;

(e) to facilitate annual evaluation and assessment of the effectiveness of the
Board as a whole and the Board Committees, as well as the contributions and performance of individual Directors and Board Committee members; and

(f) To review and facilitate Board’s induction program and training needs in areas which the Directors could improve on.

(2) It shall also make recommendations to the Board:

(a) with regard to plans for succession for directors and senior management positions;

(b) with regard to the re-appointment of any non-executive director at the conclusion of his/her specified term of office;

(c) for the continuation (or not) in service of any director who has reached the age of seventy (70);

(d) concerning the re-election by shareholders of any director under the “retirement by rotation” provisions in the Company’s Constitution;

(e) concerning any matters relating to the continuation in office as a director at any time; and

(f) any such regulations, guidelines and/or procedures to function effectively and fulfill the Committee’s objectives.

(3) The duties and functions of the Committee with regard to remuneration of the Directors shall include:-

(a) to establish and agree with the Board of Directors the framework or board policy for the remuneration of the executive directors and senior management;

(b) to provide an objective and independent assessment of benefits and incentives granted to the executive directors and senior management of the Company to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Group;

(c) within the terms of the agreed policy, recommend the total individual remuneration package of new executive director including, where appropriate, benefits and incentive payments.

(d) establish the policy for and scope of termination payments and compensation commitments;

(e) oversee any major changes in employee benefit structures throughout the Group; and

(f) ensure that provisions regarding disclosure of remuneration under the Listing Requirements of Bursa Malaysia Securities Berhad.

7. Review

The terms of reference shall be assessed, reviewed, updated from time to time when necessary and recommend the revised terms of reference to the Board for approval.