INTRODUCTION

Only World Group Holdings Berhad (“the Company”) is committed to promoting and maintaining high standards of integrity of transparency, accountability in the conduct of its businesses and operations.

In line with this commitment and with the introduction of the Whistle Blower Protection Act 2010, all employees and interested parties (“the reporting individual”) are encouraged to report suspected and/or known misconduct, wrongdoings, corruption and instances of fraud, waste and/or abuse involving the resources of the Company.

OBJECTIVES

The objective of this policy and procedure is to

– To provide and facilitate a mechanism for any reporting individual (“RI”) to report concerns about any suspected and/or known misconduct, wrongdoings, corruption, fraud, waste and/or abuse.

– To provide protection to the RI from reprisal as a direct consequence of making disclosure and to safeguard the RI’s confidentiality.

– To provide clear procedures for the reporting of such matters.

– To manage all disclosure in a timely, consistent and professional manner.

SCOPE OF THE POLICY

This policy applies to all employees of the Company and its subsidiaries (“the Group”), persons providing services to the Group and members of the public where relevant.

The policy covers the following allegations of misconduct, wrongdoing or improper conduct or abuse:

1. conduct which constitute a criminal offence under the law, such as fraud, corruption, forgery, cheating, criminal breach of trust, insider dealing, abetting or intending to commit criminal offence.
2. gross waste of the Company’s resources or intended destruction of Company’s property.
3. failure to comply with legal or regulatory obligations.
4. damage to the environment.
5. an act or omission which creates a substantial and specific danger to lives, health or safety risk to the public as well other employees.
6. other unethical conduct.

The above list is not exhaustive. This policy does not apply or replace the Company’s existing range of policies and procedures which deal with standards of behaviour at work. Employees are encouraged to use the provision of these procedures when appropriate.

 

PROTECTION

It is the policy of the Company to provide assurance that the RI would be protected against reprisals and/or retaliation from his/her colleagues, immediate superior or head of department/division.

In addition, the Company provided assurance that no disciplinary action can be taken against the RI as long as he/she is doing it in good faith.

The Policy excludes any issues, complaints or concerns about:

1. Matters which are trivial, frivolous, malicious or vexatious in nature or  motivated by personal agenda or ill will;
2. Matters pending or determined through any tribunal or authority or court, arbitration or similar proceedings;
3. Disclosure specifically prohibited by any written law

However, the protection can revoked if the RI:

– Participated in the improper conduct;

– Willfully disclosed a false statement;

– Makes a disclosure with malicious intent; and

– Makes a malicious or vexatious disclosure.

REPORTING VIOLATION

If the RI has a concern/suspect improper conduct, wrong doings, corruptions, fraud, waste or abuse (“the said Violation”) has occurred, the employee may first raise it with his/her Head of Department. This may be done orally or in writing such as using e-mail or existing suggestion box. However, if the RI is uncomfortable speaking with the Head of Department, the RI is encouraged to raise the matter to anyone in management the RI is comfortable in approaching. If these channels have been followed and the employee still has concerns or feels that the matter is so serious that it cannot be discussed with any one of the above, then he/she must raise it to the Chairman of the Audit Committee, Mr Ooi Guan Hoe by e-mail to ooiguanhoe@owg.com.my.

Any disclosure made should contain the following:

1. Details of the person(s) involved;
2. Details of the allegations
   – nature of the allegation;
   – where and when the alleged misconduct/wrongdoing        took place;
3. Other relevant information; and
4. Any supporting evidence if available
5. Name, NRIC No., Contact Details – Office Contact/Mobile/Home of the RI (These personnel details will be kept confidential)

 

CONFIDENTIALITYReport of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.The identity and particulars of the RI shall also be kept private and confidential unless the RI chose to reveal his/her identity.HANDLING OF REPORTED VIOLATIONSWhere the RI reports the said Violation to the Head of Department or Management, the said Violation should be forwarded to the Senior Management.If the Chairman of the Audit Committee is the one who receives the report, he/she will conduct a preliminary assessment to establish whether the disclosure has merit and can be substantiated.If the case where the allegation has serious and significant adverse impact on the Company, the Chairman of the Audit Committee shall then refer the concern raised to the Chief Executive Officer/Chairman. If the disclosure warrants an investigation, disclosure will be conducted as speedily and sensitively as possible. As far as reasonably practicable, the confidentiality of the RI will be maintained. Most investigation will be managed internally but the Company may appointexternal investigators or investigating team, if deem appropriate. If the claim of malpractice is established, appropriate disciplinary action will be taken against the defaulting party/ies. Where it is believed that criminal activity has taken place, the matter may be reported to the police and appropriate legal action taken.However, if it is later discovered from an investigation that the disclosure /report was made with malicious intent, appropriate action can be taken against the RI.The RI may withdraw the disclosure/report giving reasons, but the Company reserves the right to proceed with the investigations.The RI will be notified of the outcome of his/her disclosure.ADMINISTRATIONAn identified Senior Manager in charge of Internal Audit, Risk Management & Corporate Compliance at e-mail, whistleblower@owg.com.my and designate is responsible for the administration, revision, interpretation and application of the policy. The policy will be reviewed annually and revised as needed.

BOARD CHARTER

1. INTRODUCTION

The Board of Directors (“Board”) of Only World Group Holdings Berhad (“OWG” or  the “Company”) recognizes that good corporate governance practices and culture are the keys to the Only World Group Holdings Berhad’s success, sustainability and survival in the ever changing social, economic and political eco-systems in the business environment locally and globally. The Board is, therefore, wholly committed to applying the principles necessary to ensure good corporate governance is practiced throughout OWG in all its business dealings in respect of its shareholders and other stakeholders.

This Charter sets out the key corporate governance principles adopted by the Board of the Company.

2. PURPOSE

The Board Charter of ONLY WORLD GROUP HOLDINGS BERHAD sets out the composition, roles and responsibilities of the Board.

3. BOARD STRUCTURE

3.1 Composition and Board Balance

– The Board consists of qualified individuals with diverse set of skills, experiences and knowledge that are necessary and relevant to the Group’s business operations. The composition and size of the Board is such that it facilities the decision making of the Company.

– There is a clear segregation of responsibilities between the Chairman and the Chief Executive Officer to ensure a balance of power and authority.

– The number of directors shall be not less than two (2) nor more than fifteen (15) as set out in the Company’s Articles of Association.

– Profiles of Board members are included in the Annual Report of the Company.

– In accordance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company must ensure that at least two (2) directors or 1/3 of the board of directors of the Company, whichever is the higher, are independent directors. If the number of directors of the Company is not three (3) or a multiple of three (3), then the number nearest 1/3 must be used. In the event of any vacancy in the board of directors, resulting in non-compliance, the Company must fill the vacancy within three (3) months.

– An Independent Director is one who is independent from management, free from any relationship or any transaction, which may interfere with their independent judgment or the ability to act in the best interest of the Company and are willing to express his/her opinion at the Board Meeting free of concern about their position or position of any third party.

3.2 Appointments

– New Directors are expected to have such expertise so as to qualify them to make a positive contribution to the Board performance of its duties and to give sufficient time and attention to the affairs of the Company.

– The appointment of a new Director is a matter for consideration and decision by the full Board upon appropriate recommendation from the Nominating Committee.

– In the case of candidates for the position of Independent Non-Executive Directors, the Nomination Committee should also evaluate the candidates’ ability to discharge such responsibilities/functions as expected from Independent Non-Executive Directors.

– The Company Secretary has the responsibility of ensuring that relevant procedures relating to the appointments of new Directors are properly executed.

3.3 Re-election

– All newly appointed directors shall retire and shall be eligible to be re-elected by the shareholders at the Company’s annual general meeting.

– Pursuant to the Company’s Articles of Association, an election of directors takes place subsequent to their appointment each year where 1/3 of the directors or if their number is not 3 or a multiple of 3, then the number nearest to 1/3, shall retire by rotation from office and shall be eligible for re-election at each annual general meeting and that each director shall retire from office at least once in every 3 years and shall be eligible for re-election.

– The directors to retire in each year shall be those who have been longest in office since their last election, but as between persons who became directors on the same day those to retire (unless they otherwise agree among themselves) be determined by lot.

3.4 Tenure of Independent Director

– The tenure of the independent directors shall not exceed a cumulative term of nine (9) years. Upon completion of the nine (9) years, an independent director may continue, to serve on the Board subject to the directors’ re-designation as a non-independent director. In the event the Board intends to retain the Independent Director as an Independent Director after serving a cumulative term of nine (9) years, shareholders’ approval will be sought.

– The Board (Nomination Committee) assesses the independence of the Directors annually.

 

 

 

3.5 Independence Criteria

In determining/assessing the “independence” of its Directors, the Company also adopts the independence criteria of the Main Market Listing Requirements which states that an Independent Director:

– is not an executive Director of the Company or any related corporation (“Said Corporation”);

– has not been within 2 years and is not an officer (except as a non-executive director) of the Said Corporation;

– is not a major shareholder of the Said Corporation;

– is not a family member of any executive director, officer or major shareholder of the Said Corporation;

– is not acting as a nominee or representative of any executive director or major shareholder;

– has not been engaged as a professional adviser or is not presently a partner, director (except as an independent director) or a major shareholder, as the case may be, of a firm or corporation (“Entity”)  which provides professional services to the Said Corporation (provided that the consideration for the professional advisory services in aggregate is  not more than 5% of the gross revenue on a consolidated basis (where applicable) of the said Director or Entity  or RM1 million, whichever is higher – Practice Note 13 of the Main Market Listing Requirements); and

– has not engaged in any transactions or is not presently a partner, Director of major shareholder as the case may be, of the Entity (other than subsidiaries of the Company) which has been engaged in any transactions (provided that the consideration for the transaction in aggregate is not more than 5% of the gross revenue on a consolidated basis (where applicable) of the Said Director or Entity  or RM1 million, whichever is higher – Practice Note 13 of the Main Market Listing Requirements)

3.6 Performance Assessment

– The Board reviews and evaluates its own performance and the performance of its Committees on an annual basis against both measurable and qualitative indicators.

4. COMPANY SECRETARY

– The Board appoints the Company Secretary, who plays an important advisory role, and ensure that the Company Secretary fulfils the functions for which he/she has been appointed.

– The Company Secretary provides guidance to the Board on matters pertaining to the Board’s responsibilities in order to ensure that they are effectively discharged within relevant legal and regulatory requirements.

– The appointment and removal of the Company Secretary is a matter for the Board as a whole. The Board recognizes the fact that the Company Secretary should be suitably qualified and capable of carrying out the duties required.

– The Company Secretary must keep abreast of, and inform, the Board of current governance practices.

 

5. BOARD COMMITTEES

– The Board has delegated certain functions to certain Committees with each operating within its clearly defined terms of reference. The Chairman of the various Committees will report to the Board on the outcome of the Committee meetings.

– The Board has established the following Committees to assist the Board in the execution of its duties:

(i)  Audit Committee
(ii) Remuneration Committee
(iii) Nominating Committee

– The roles and responsibilities of Audit, Remuneration and Nominating Committees are set out in the terms and reference of each Committee.

– The Chairman of the relevant Board Committees will report to the Board on the key issues deliberated by the Board Committees at the Board meetings.

6. DIRECTORS’ REMUNERATION

– Directors’ remuneration is generally determined at levels which would continue to attract and retain Directors of such calibre to provide the necessary skills and experience as required and commensurate with the responsibilities for the effective management and operations of the Group.

– The level of remuneration of the Chief Executive Officer and Executive Directors are determined by the Remuneration Committee after giving due consideration to the compensations levels for comparable positions among other similar Malaysia public listed companies and are so as to link short and long-term rewards to corporate and individual performance.

– The level for Non-Executive Directors shall reflect the contribution and level of responsibilities undertaken by the particular Non-Executive Director.

– The fees of the individual Board members of the Company are disclosed in the Annual Report.

 

 

7. ROLES AND RESPONSIBILITIES OF THE BOARD

– The Directors are responsible for managing the business of the Company and may exercise all the powers of the Company which are required, by the provisions of the Companies Act, 1965, Articles of Association and Listing Requirements of Bursa Malaysia Securities Berhad as well as other applicable laws and regulations.

– In discharging his/her duties, each Director must:

(i) exercise care and diligence;

(ii) act in good faith in the best interests of the Company;

(iii) not improperly use his/her position or misuse
information of the Company; and

(iv) commit the time necessary to discharge effectively
his/her role as a Director.

7.1 Role of Board

The functions of the Board are to:

– Establish the organization’s values, vision, mission and strategies.

– Provide guidance to Senior Management in developing corporate strategy.

– Reviewing and set the Group’s strategic plan and direction.

– Review and agree the business (action) plans and annual budget proposed by the Executive management team.

– Monitor the achievement of the strategic and business plans and annual budget.

– Promote better investors relations and shareholder communications.

– Ensure that the Group’s core values, vision and mission and shareholders’ interest are met.

– Establish such committees, policies and procedures as appropriate, compliance obligation and functions are effectively discharged.

– Arrange for directors to attend courses, seminars and participate in development programs as the Board judges appropriate.

– Ensure that all significant systems and procedures are in place for the organization to run effectively, efficiently, and meet all legal and contractual requirements.

– Ensure that all significant risks are adequately considered and accounted for by the Executive management team.

– Ensure that organization has appropriate corporate governance in place including standards of ethical behaviour and promoting a culture of corporate responsibility.

– Approving specific items of capital expenditure and investments, acquisitions and dis-investments and any significant initiatives or opportunities that arise outside the annual planning and budgeting process.

– Approving and monitoring major projects including corporate restructuring/re-organization.

– Overseeing the conduct and performance of the Company and subsidiaries to ensure that they are being properly and appropriately managed.

– Appointing directors to the Board.

– Approving the quarterly, full-year financial statements and annual report.

– Recommending the interim and final dividends to shareholders, where applicable.

– Reviewing and monitoring all related party transactions to identify whether consideration should be given to seeking shareholders’ approval.

 

7.2 Role of Chairman, Chief Executive Officer and Independent Non-Executive Director

– The roles of the Chairman, Chief Executive Officer and Independent Non-Executive Director are strictly separated.

– The Chairman is responsible for:

(i) leading the Board in setting the values and standard of the Company.
(ii) overseeing the effective discharge of the Board’s supervisory role.
(iii) facilitating the effective contribution of all directors.
(iv) conducting the Board’s function and meetings.
(v) briefing all the directors in relation to issues arising at meetings.
(vi) ensuring effective communication with shareholders and relevant stakeholders.

(vii) scheduling regular and effective evaluations of the Board’s performance.
(viii) ensuring the provision of accurate, timely and clear information to Directors.
(ix) promoting constructive and respectful relations between Board members and between the Board and the Management.

– The Chief Executive Officer is responsible for:

(i) the implementation of strategic business direction, plans and policies of the Group.
(ii) the efficient and effective operation of the Group.
(iii) the running of day-to-day management of the Group with all powers, discretions and delegations authorised, from time to time, by the Board.
(iv) to assess business opportunities which are potential benefit to the Group.
(v) bringing material matters to the attention of the Board in an accurate and timely manner.

– The Independent Non-Executive Director:

(i) Ensures that all Independent Non-Executive Directors have an opportunity to provide input on the agenda, and advise the Chairman on the quality, quantity and timeliness of information submitted by Management that is necessary or appropriate for the Independent Non-Executive Directors to perform their duties effectively.
(ii) whom concerns relating to Company by shareholders may be addressed.

7.3 Compliance with laws and internal codes of conduct

– The Directors must comply with all relevant requirements of law, including those set out in the Companies Act, 1965 and relevant common law duties.

– In addition, all directors must comply with the Code of Ethic and Conduct developed and approved by the Board from time to time.

7.4 Declaration of Interests

– Every director shall declare in writing to the Secretary of the Board of Directors the nature and extent of any relationship, arrangement, contract or agreement which creates a duty to or interest in any other entity or individual which may result in a conflict of interest, real or perceived.

– A director who has an interest, direct and/or indirect, in any matter, business, or transaction (“Matter”) before the Board of Directors in respect of which the Board will be rendering a decision shall provide written disclosure of the nature and extent of his or her interest to the Secretary of the Board.

– A director who is interested in a Matter shall not be present at or participate in any discussion or vote on the decision regarding that Matter. The disclosure of the director shall be recorded in, or annexed to, the minutes of the meeting at which such disclosure was made.

7.5 Financial Reporting

The Board ensures that the financial statements are prepared to give a true and fair view of the current financial position of the Group and of the Company in accordance with the approved accounting standards.

8. BOARD PROCESSES

8.1 Board Meetings

Meetings will be conducted at least four (4) times a year, with additional meetings convened as and when necessary.

A quorum for a meeting of the Board is two (2) directors.

Actions on all matters arising from any meeting are reported at the following meeting.

– The Board may invite external parties such as auditors (both internal and/or external auditors), solicitors or consultants as and when the need arises. Such invited parties may attend part or all of the Board Meeting at the discretion of the Board.

8.2 Minutes and Resolutions

– Proceedings of all meetings are minuted and signed by the Chairman of the meeting. Minutes of all Board meetings are circulated to the directors and approved by the Board at the subsequent meeting. Directors’ Circular Resolutions signed by the directors are as valid and effectual as if the resolutions had been passed at the meeting of the directors. The resolutions are to be recorded in the Company’s minute book kept by the Company Secretary.

8.3 Notices and Board Papers

– The notice of Board meetings shall be issued at least seven (7) days prior to the meeting.

– The Board paper and agenda items shall be circulated at least seven (7) days prior to the meeting.

– Minutes prepared following the Board meeting will be circulated in draft form. The draft minutes will be re-circulated with the Board papers in readiness for signing at the following meeting. Issues discussed in arriving at each Board’s decision shall be recorded.

8.4 Access to Information

– The Directors, collectively or individually may seek the advice and services of the Company Secretary and Senior Management staff in the Group and may obtain independent professional advice at the Company’s expense in the furtherance of their duties so as to ensure that the Directors able to make independent and informed decision.

8.5 Matters Reserved for OWG Board

Below is a list of matters reserved for OWG and its Board Committees.

The list is not exhaustive and when in doubt regarding a matter/issue, it shall be referred to the Chief Executive Officer.

STRATEGY AND BUSINESS PLANING

– Approval of business strategy and group operational plan and annual budget.

– Approval of investment or divestment in a company/business/property/undertaking.

– Approval of investment or divestment of a capital project which represents a significant diversification from the existing business activities.

– Approval of changes in major activities of the Company or Group.

FINANCE AND CONTROLS

– Quarterly unaudited results, audited financial statements or any audited financial statements for special purpose.

– Interim dividend and recommendation of final dividend .

– Approval of any significant change in accounting policies and practices of the Group.

– Remuneration of auditors and recommendations for appointment, re-appointment or removal of auditors.

– Reports and findings of the external auditors.

– Proposed increase/decrease in authorised and paid-up capital including share buy back capitalization of reserves and corporate restructuring.

– Inter-company shareholder advances and loans.

– Corporate/financial guarantee and letter of comfort/support.

– Debt, loan agreements and working capital facilities.

– Financial Instruments and derivatives.

– Related party sale of assets between OWG and its subsidiaries.

– Write-off of intercompany transactions.

– Schedule of Recurrent Related Party Transactions.

PEOPLE

– Succession plan.

– Company-wide Human Resource policy on terms and conditions of employment and benefits.

– Annual salary increment budget and performance bonus budget.

– Misconduct and disciplinary matters.

– Long term employment incentives.

COMPLIANCE AND SUPPORT

– The granting of powers of attorney by the Company .

– The entering into of any indemnities or guarantees.

– Changes to Memorandum and Articles of Association.

– Any others matters requiring the convening of a general meeting of shareholders or any class of shareholders.

– Any other matters as may be required by laws or the governing authorities.

9. DIRECTORS’ TRAINING

– The Directors are regularly updated by the Company Secretary and/or Management on new statutory, corporate and regulatory developments relating to Directors’ duties and responsibilities or the discharge of their duties as Directors of the Company.

– Directors are expected to undertake any necessary continuing professional education to enable them to discharge their duties.

 10. The Board’s Relationship with Shareholders and Investors

– The Board will maintain an effective communications policy that enables both the Board and Management to communicate effectively with shareholders, investors and the general public.

– The Board will ensure that the General Meetings of the Company are conducted in an efficient manner and serve as a principal forum for dialogue with the shareholders.

11. REVIEW OF BOARD CHARTER

– The Board will review this Charter from time to time to ensure it remains consistent with its objectives and responsibilities and existing regulatory requirements.

PURPOSE

1. The Board of Directors of ONLY WORLD GROUP HOLDINGS BERHAD (“the Company”) has adopted the following Code of Ethics and Conduct for Directors and Employees (hereinafter referred to as “the Code”).
2. It is the intention of the Code for the Board, Director and Employees to direct their attention to the areas of ethical risk, provide guidance to Directors and Employees to assist them to identify and handle ethical issues, provide procedures to report unethical practices, and encourage the development of a culture of honesty, trust, responsibility and accountability. The Code reflects the Company’s commitment to integrity, transparency, accountability and self-regulation.
3. The Code cannot and do not cover every issue that may arise or every situation where ethical decision must be made, but rather set forth key guiding principles and policies. Directors and Employees are encouraged to highlight and discuss matters of particular circumstances that may affect the Company’s reputation or image in a negative manner arising from the ordinary course of business to the attention of the Senior Independent Director and/or to the Board or any related party transaction or conflict of interest situation that may arise within the Company and the Group including transactions the Group including transactions, procedure or course of conduct that raises question or doubt of management integrity.

Code of Ethics

Each Board member shall adhere to the following Code of Ethics:

– Observe high standards of corporate governance and uphold accountability and transparency at all times;

– Act honestly, fairly, ethically, with integrity and loyalty and conduct themselves in a professional, courteous and respectful manner;

– Act in the best interests of the Company and the Group in a manner to enhance and maintain the reputation of the Company, and fulfill their fiduciary duties to the Company and the stakeholders of the Company;

– Act in good faith, with responsibility, due care, competence, diligence and independence;

– Shall not accept positions on Board Committees or working group where a conflict of interest is likely to arise, without firstly declaring that interest.

– Declaring any personal, professional or business interests that may conflict with the Director’s responsibilities.

– Treat colleagues and other associates of the Company with dignity and shall not harass any of them in any manner regardless of creed, race, religion, rank or gender; and

– Exercise due diligence to avoid breaches of duty via negligence, intentional action or omission, and unauthorized communications with individuals trying to influence by improper means or seeking to receive personal gains through Board decisions.

STANDARDS OF CONDUCT

Conflicts of Interest

1. All Directors and Employees should endeavour to avoid situation that present a potential or actual conflict between their interest and the interest of the Company. Directors and Employees are required to disclose to the Board any situation that may be, or appear to be, a conflict of interest (“Conflicted Director”). Directors and Employees are, therefore, obliged to act in the best interest of the Company.
2. A “conflict of interest” may occur:
   – When a person’s private interest interferes in any way, with the interest of the Company; or
   – When a Director, Employees or his/her family member takes an action or has an interest that may make it difficult for that Director and Employees to perform his/her work objectively and effectively; or- When a Director and
   – Employees (or his or her family member) receives improper personal gains as a result of the director’s position in the Company.
3. Directors and Employees are not to use information gained in the course of their duties for personal gains, to seek to use the opportunities they acquire in the course of their tenure as Directors and Employees of the Company and/or its subsidiaries to promote their private interests or those of connected persons, firms, business or other entities.
4. If a conflict of interest, potential or otherwise exists, it is required that the Conflicted Director and Employees should be absent from the meeting which the Board discusses the matter unless the Conflicted Director and Employees has been invited to be present in that meeting to clarify or assist in the discussion of the matter and not to vote on matter.
5. Directors and Employees shall declare any personal, professional or business interests that may be in conflict with their responsibilities.

 

Corporate Opportunities

The Directors and Employees should not: (a) take for themselves personally opportunities that are discovered through the use of Company property, information or position; (b) use Company property, information, or position for personal gain; or (c) compete with the Company for business. The Directors and Employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

Confidentiality

The Directors and Employees should maintain the confidentiality of information entrusted to them by the Company or its customers or other parties, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed.

The Company respects and is diligent in protecting the privacy of information relating to its employees, customers and consumers.

Fair Practices

The Directors and Employees should carry out fair practices in dealing with the Company’s customers, suppliers, competitors, employees and other stakeholders. No Directors and Employees should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing. The Company will not accept or use anyone’s else propriety information that is improperly obtained, and will not copy or otherwise misappropriate others’ copyrighted materials.

Protection and Proper use of Company Assets

The Directors and Employees as custodian of the Company should protect the Company’s assets against loss, theft or other misuse and ensure their efficient use. All of the Company’s assets should be used for legitimate business purposes.

Compliance with Laws, Rules and Regulations (including Insider Trading)

The Directors and Employees should proactively promote, carry out their responsibilities in compliance with all laws, rules and regulations, including insider trading laws. They are expected to understand and comply with Anti-Money Laundering and Anti-Terrorism Financing Act 2001, Malaysian Anti-Corruption Commission Act 2009, Personal Data Protection Act 2010 and Competition Act 2010.

Insider trading is both unethical and illegal. The Directors, Principal Officer, senior management personnel and employees are at all times prohibited from trading in the Company’s securities while they are aware of material, non-public information concerning the Company or providing family members, friends, business associates or other person with tips. The Directors, Principal Officers and senior management personnel and employees expected to inform persons connected to them to refrain from dealing in securities of the Company during the Company’s closed periods provided that he/she complies with the procedures set out in the Listing Requirements.

The Directors and Employees shall not engage with any improper communications or agreement with competitors.

Gifts

The Directors and Employees shall not solicit or accept lavish gifts or gratuities or any offer, payment, promise to pay, or authorization to pay any money, or anything of value that could be interpreted to adversely affect business decisions or likely to compromise their personal or professional integrity.

No bribes, kickbacks or other corrupt payments in any form should be made to or for anyone for the purpose of obtaining or returning business or obtaining any other favours.

Occasional business gifts of modest value and entertainment may be allowed, but no gift or entertainment   may be offered or given if it is deemed to be illegal or deemed to be inappropriate.

REVIEW OF THE CODE

The Code is made available for reference in the Company’s website at www.owg.com.my

– The Independent Directors help to ensure that the interest of all shareholders and not only the interests of a particular fraction or group, are indeed taken into account by the Board and that the relevant issues are subjected to objective and impartial consideration by the Board.

– The Board promotes and embraces diversity and gender mix in its composition and believes that the presence of diverse ethnicities, nationalities and gender on the Board can widen the Board’s perspectives in effectively discharging its duties and responsibilities. While promoting diversity, due recognition to the financial, technical, experience and skill-sets of the Director’s concern and business imperative should remain a priority. In line with the Corporate Governance Blueprint 2011 to ensure that women participation on Boards reaches 30% by year 2016, despite not setting any specific target for OWG, the Board will actively work towards meeting this target.

– The Board has a Independent Non-Executive Director to whom shareholders’ concerns can be conveyed.

Corporate Governance Report

 

Remuneration Policy and Procedures 

Dato’ Dr Tengku Rethwan Bin Tengku Mansor, male, a Malaysian aged 64, is the Independent Non-Executive Chairman of the Company and was appointed to the Board on 14 June 2013. He is a member of Audit Committee, Nominating Committee and Remuneration Committee.

He graduated with Bachelor of Medicine and Bachelor of Surgery (MBBS) from the University of Malaya in 1981 and obtained a Master Degree in Business Administration (MBA) from the same University in 2000 as well as a Bachelor of Law (LLB) from University of London in 2012. Before joining the corporate sector, he was a practicing doctor for about 15 years.

Currently, he sits on the board of several private limited companies in Malaysia and overseas with business activities ranging from property development, telecommunication, information technology, leisure and tourism, education, manufacturing and trading. He is also sits on the board of Dancom Holdings (M) Bhd and Kotaraja Bhd.

Dato’ Dr Tengku Rethwan is also a business consultant in the area of business strategy and entrepreneurship. Dato’ Dr Tengku Rethwan is not related to any Director or major shareholder of the Company. He does not have any conflict of interest in any business arrangement involving the Company or its subsidiaries. He has had no conviction for any offences within the past 5 years. He attended five Board Meetings held during the financial year.

Tan Sri Dato’ Sri Dato’ Koh Cheng Keong, male, a Malaysian aged 64, was appointed as Managing Director and Group Chief Executive Officer of the Company on 8 November 2012.

He completed his secondary school education in 1971 and ventured into various businesses including entertainment, theme park and food and beverage. He is actively involved in various trade associations. He held the position of President of the Malaysian Association of Amusement Themepark & Family Attractions (MAATFA) from 2003 and was subsequently appointed as Honorary Advisor of MAATFA in 2013. He was President of ASEAN Retail Chain Association (ARFF) from March 2013 to March 2018 before appointed as the Chairman of ARFF in March 2018. Tan Sri Dato’ Sri Dato’ Koh Cheng Keong also held the position as Advisory for Malaysian Entrepreneurs Development Association (PUMM Penang) and is a member of ASEAN Advisory of the International Association of Amusement Parks & Attractions (IAAPA).

He does not hold any directorship in any other public or public listed company.

Tan Sri Dato’ Sri Dato’ Koh Cheng Keong is the husband of Puan Sri Datin Sri Dato’ Chew Lean Hong and is a director and shareholder of Rich Dad Cafe Sdn. Bhd., a major shareholder of the Company. He does not have any conflict of interest in any business arrangement involving the Company or its subsidiaries. He has had no conviction for any offences within the past 5 years. He attended five Board meetings held during the financial year.

Puan Sri Datin Sri Dato’ Chew Lean Hong, female, a Malaysian aged 62, was appointed as Executive Director and Group Chief Operating Officer of the Company on 8 November 2012.

She completed her secondary school education in 1973 and embarked on a career in life insurance where she honed her skills to find new leads, to work with prospects to identify needs, create solutions and ensure a smooth sales process. This developed into an intrinsic motivation for a disciplined approach towards personal development and growth. Three years later, she joined World Equipment Sdn. Bhd., a company whose main business is in the design, build and operations of themed and amusement parks. In addition the day to day operations of the Company, she managed various new businesses including entertainment, theme parks and food and beverage. Her focus was on business development, inter-control systems, human resource and development and operations. She learnt to appreciate meticulous preparations and thorough research in delivering the best results in every situation. Having a keen interest in theme parks development and operations, she enrolled for the Amusement Parks and Attractions Institute Program at Cornell University in 1993.

She does not hold any directorship in any other public or public listed company.

Puan Sri Datin Sri Dato’ Chew Lean Hong is the wife of Tan Sri Dato’ Sri Dato’ Koh Cheng Keong and is also a director and shareholder of Rich Dad Cafe Sdn. Bhd., a major shareholder of the Company. She does not have any conflict of interest in any business arrangement involving the Company or its subsidiaries. She has had no conviction for any offences within the past 5 years. She attended five Board Meetings held during the financial year.

Tan Sri Foong Cheng Yuen, male, a Malaysian aged 72, was appointed an Independent Non-Executive Director of the Company on 5 February 2015 and subsequently redesignated as Senior Independent Non-Executive Director on 21 August 2016. He is the Chairman of both Nominating Committee and Remuneration Committee. He is also a member of the Audit Committee.

He graduated from the University of London with LL.B. (Honours) in 1969 and was called to the English Bar by the Honourable Society of the Inner Temple in 1970. Subsequently, he was called to the Malaysian Bar as an advocate and solicitor in 1971. He was engaged in private legal practice in both criminal and civil law, majoring in insurance law from 1971 to 1990. While in practice, he acted as legal adviser to numerous guilds and associations in Malaysia. He was a Commissioner of Oath and Public Notary. He was conferred honorary Doctorate of Laws degree by the University of the West of England in 2011. He was also made Bencher of the Honorable Society of the Inner Temple, London in 2009.

He was appointed as Judicial Commissioner in 1990 and elevated to be High Court Bench in 1992. He also served as a High Court Judge at Kuala Lumpur (Criminal Division), Johor Bahru, Shah Alam, Kuala Lumpur (Civil Division), Ipoh, and Kuala Lumpur (Family Division and Civil Division). He was elevated to the Court of Appeal in 2005 and subsequently elevated to the Federal Court (Malaysia Supreme Court) in 2009. As a Federal Court Judge, he was made a Managing Judge of the Civil Division of the High Court at Kuala Lumpur and of the High Court and Subordinate Courts in the State of Penang. He retired from the Malaysian Judiciary on 25 February 2012.

He also sits on the board of Genting Berhad and Paramount Corporation Bhd, as well as being the Chairman of Ombudsman for Financial Services.

Tan Sri Foong Cheng Yuen is not related to any Director or major shareholder of the Company. He does not have any conflict of interest in any business arrangement involving the Company or its subsidiaries. He has had no conviction for any offences within the past 5 years. He attended five Board Meetings held during the financial year.

Mr Ooi Guan Hoe, male, a Malaysian aged 43, was appointed as Independent Non-Executive Director of the Company on 14 June 2013. He is the Chairman of the Audit Committee and a member of both Nominating Committee and Remuneration Committee.

He graduated with a Bachelor of Accountancy (Honours) in 1999 from University Putra Malaysia. He is a member of the Malaysian Institute of Accountants. He attended the Harvard Business School Executive Education on Private Equity and Venture Capital in 2011.

He began his career with Arthur Andersen (now merged with Ernst & Young) where he was involved in auditing, financial due diligence and reporting accounting work for listing exercises and mergers and acquisitions. In November 2002, he joined the Corporate Finance team of CIMB Investment Bank Berhad and was involved in marketing, originating and implementing corporate proposals such as initial public offerings, mergers and acquisitions, real estate investment trusts, joint ventures, fund-raising exercises, privatization exercises and general financial advisory work. He resigned from CIMB as a Senior Manager in October 2009.

From 2010 to July 2017, he was the Director and Management Board member of various listed companies in Malaysia and Germany. He also sits on the board of Revenue Group Berhad, a company listed on ACE Market of Bursa Malaysia Securities Berhad and Techbond Group Berhad. Currently he is the financial adviser to a few group of companies.

Mr Ooi Guan Hoe is not related to any Director or major shareholder of the Company. He does not have any conflict of interest in any business arrangement involving the Company or its subsidiaries. He has had no conviction for any offences within the past 5 years. He attended five Board Meetings held during the financial year.

Inspired by the strong and silent demeanour of the horse, Only World Group has been working behind the scenes, silently, in bringing people together and creating fond memories until present.

As the Group embraces the philosophy of “Fun,Food and Good Living”, it also make strides in operating and managing F&B and leisure related brands, found in popular resorts and shopping malls.

The Group ventures into good living by providing outlets to relax the body and revitalise the mind namely spas and other related activities. As the future beholds, Only World Group will continue to run ahead in affirming our position of being Only the Best in what we do. With our experience, coupled with forward thinking leaders, we will implement the best business strategy and system in exploring new horizons to create more sparks that will excite the world in terms of “Fun, Food and Good Living”.

Beginning

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In 1973, Only World Group was established with the purpose of creating and designing fun centers for the family and roller skating rinks throughout Malaysia. It then designed and built the country’s first large scale amusement- Taman Subang Ria Park in 1980. As the years progressed, Only World Group has taken significant roles in huge projects such as Resorts World Genting, Universal Studios Singapore, Wet World Waterparks, Sunway Lagoon Resort, Mines Wonderland and Desa WaterPark. The Group involved in designing, building and managing Wet World Shah Alam, Wet World Air Panas Pedas Resort and Wet World Batu Pahat Village Resort. It has also received accolades in the Malaysia Book of Records for the “Longest Water Propelled Coaster” for Wet World WaterPark Shah Alam (2001).

Our Company was incorporated in Malaysia under the Act on 8 November 2012 as a private limited company under the name of Only World Group Holdings Sdn Bhd and was subsequently converted to a public company limited by shares on 6 June 2013.

 

Establishment

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We are an investment holding company and are engaged in the provision of management services whilst our Subsidiaries are principally providers of leisure and hospitality services incorporating the operation of food service outlets, water amusement parks and family attractions and other services.

The history of our Group can be traced back to 1984 with the establishment of a private limited company, namely Family Fun World Sdn Bhd, the owner of the Wet World brand and is principally engaged in the merchandising of the Wet World branded products. In 1997, Family Fun World Sdn Bhd changed its name to Wet World Sdn Bhd and subsequently assumed its present name in 2002.

In 1996, our Group through Mercu Jutaan had commenced our foray into the leisure and hospitality industry by opening our first (1st) water amusement park, namely Wet World Water Park Shah Alam in Selangor Darul Ehsan. Three (3) years later, our Group through Pedas Hot Spring, had launched our second (2nd) water amusement park, namely Wet World Air Panas Pedas Resort in Negeri Sembilan Darul Khusus.

 

Venture

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In 1997, our Promoters acquired Tanjung Keris Sdn Bhd, which is now known as Platinum Attractions and launched our third (3rd) water amusement park, namely Wet World Batu Pahat Village Resort in Johor Darul Takzim in 1999. Subsequently in 2003, Platinum Attractions expanded its business operation into the food service sector and opened Only Curry House, now known as jR CURRY at First World Plaza, Genting Highlands.

In 1999, our Group ventured into resort operations through Kota Tinggi Resorts and opened Kota Tinggi Waterfalls Resort in Johor Darul Takzim. In the same year, our Group ventured into the food service sector when Dunia Setulin commenced its business operations and opened our first (1st) Marrybrown franchise outlet at Theme Park Hotel, Genting Highlands. We opened our second (2nd) Marrybrown franchise outlet in 2005 at First World Plaza, Genting Highlands.

 

Launch

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In 2002, our Group through Platinum Paradise had launched three (3) other food service outlets, namely Yummy Yummy, now known as Jia Food For The Seasons, Mmm Yum Yum Bak Kut Teh, now known as eastcourt and Shanghai 10, which are all located at First World Plaza, Genting Highlands. Platinum Paradise had also opened other food service outlets, namely HOT POT, eastcourt and RICHDAD at First World Plaza, Genting Highlands in 2005, 2007 and 2009, respectively.

In 2003, our Group, through KCK had set-up a centralised kitchen facility, which is located at our corporate office in Shah Alam, Selangor Darul Ehsan to support the Group’s food service operations and to facilitate the Group’s in-house R&D activities. In the same year, Believe It or Not had entered into a franchise agreement with Ripley’s Attractions, Inc. and subsequently opened RIPLEY’S Believe It or Not and HAUNTED ADVENTURE at First World Plaza, Genting Highlands.

 

Expansion

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In 2005, our Group through Only Mee opened Only Mee food service outlets at First World Plaza, Genting Highlands and SACC Mall, Shah Alam in Selangor Darul Ehsan. In the same year, our Group also opened other food service outlets, namely Market Food Street and Only Easy Store at First World Plaza, Genting Highlands.

Subsequently in 2006, our Group expanded our presence to East Malaysia and opened Only Mee food service outlet at Kuching International Airport, Sarawak. In the same year, Magnificent Empire opened London CAFE and three (3) other F&B kiosks at the Outdoor Theme Park, Genting Highlands.

In 2008, Magnificent Empire opened Only Easy Cafe, now known as 1 Meter Teh at First World Plaza, Genting Highlands. Platinum Paradise established a food preparation area located at First World Plaza, Genting Highlands in 2009. One (1) year later in 2010, Platinum Paradise opened a food service outlet, known as The FOOD tree at our Group’s corporate office in Shah Alam, Selangor Darul Ehsan.

Awards

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The depth of experience in theme park design and operating alongside excellence performance over the years has earned Only World Group prestigious awards, namely:

 

“Best Museum” MAATFA AWARDS 2011 for Ripley’s Believe It or Not	“1st Green Water Park” MAATFA AWARDS 2011 for Wet World Shah Alam	“Best Small Water Park” MAATFA AWARDS 2011 for Wet World Shah Alam

 

“Industry Leadership Award” (1999)	“Longest Water Propelled Coaster” for Wet World Shah Alam (2001)