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.
The objective of this policy and procedure is to:
<li>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.</li>
<li>To provide protection to the RI from reprisal as a direct consequence of making disclosure and to safeguard the RI’s confidentiality.</li>
<li>To provide clear procedures for the reporting of such matters.</li>
<li>To manage all disclosure in a timely, consistent and professional manner.</li>
<strong><u>SCOPE OF POLICY</u></strong>
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:
<li>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.</li>
<li>Gross waste of the Company’s resources or intended destruction of Company’s property.</li>
<li>Failure to comply with legal or regulatory obligations.</li>
<li>Damage to the environment.</li>
<li>An act or omission which creates a substantial and specific danger to lives, health or safety risk to the public as well other employees.</li>
<li>Other unethical conducts.</li>
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.
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:
<li>Matters which are trivial, frivolous, malicious or vexatious in nature or motivated by personal agenda or ill will;</li>
<li>Matters pending or determined through any tribunal or authority or court, arbitration or similar proceedings;</li>
<li>Disclosure specifically prohibited by any written law.</li>
However, the protection can be revoked if the reporting individual (RI):
<li>Participated in the improper conduct;</li>
<li>Wilfully disclosed a false statement;</li>
<li>Makes a disclosure with malicious intent; and</li>
<li>Makes a malicious or vexatious disclosure.</li>
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 <a href=”mailto:email@example.com”>firstname.lastname@example.org</a>
Any disclosure made should contain the following:
<li>Details of the person(s) involved;</li>
<li>Details of the allegations:</li>
<li>Other relevant information;</li>
<li>Any supporting evidence if available.</li>
<li>Name, NRIC No., Contact Details – Office Contact/Mobile/Home of the RI (These personnel details will be kept confidential)</li>
<table style=”width: 100%;” border=”0″ cellspacing=”0″ cellpadding=”0″>
<td valign=”top”><strong><u>CONFIDENTIALITY</u></strong>Report 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.
<strong><u>HANDLING OF REPORTED VIOLATIONS
Where 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 appoint external 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.
An identified Senior Manager in charge of Internal Audit, Risk Management & Corporate Compliance at e-mail, <a href=”mailto:email@example.com”>firstname.lastname@example.org</a> and designate is responsible for the administration, revision, interpretation and application of the policy. The policy will be reviewed annually and revised as needed.</td>
<b><span style=”text-decoration: underline;”>BOARD CHARTER</span></b>
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.
The Board Charter of <b>ONLY WORLD GROUP HOLDINGS BERHAD</b> sets out the composition, roles and responsibilities of the Board.
<b>3. BOARD STRUCTURE</b>
<b>3.1 Composition and Board Balance</b>
- 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.
- 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.
- 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.
<b>3.4 Tenure of Independent Director</b>
- 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.
<b>3.5 Independence Criteria </b>
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)
<b>3.6 Performance Assessment</b>
- The Board reviews and evaluates its own performance and the performance of its Committees on an annual basis against both measurable and qualitative indicators.
<b>4. COMPANY SECRETARY</b>
- 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.
<b>5. BOARD COMMITTEES</b>
- 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.
<b>6. DIRECTORS’ REMUNERATION</b>
- 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.
<b>7. ROLES AND RESPONSIBILITIES OF THE BOARD</b>
- 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.
<b>7.1 Role of Board</b>
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.
<b>7.2 Role of Chairman, Chief Executive Officer and Independent Non-Executive Director</b>
- 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.
<b>7.3</b> <b>Compliance with laws and internal codes of conduct</b>
- 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.
<b>7.4 Declaration of Interests</b>
- 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.
<b>7.5 Financial Reporting</b>
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.
<b>8. BOARD PROCESSES</b>
<b>8.1 Board Meetings</b>
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.
<b>8.2 Minutes and Resolutions</b>
- 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.
<b>8.3 Notices and Board Papers</b>
- 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.
<b>8.4 Access to Information</b>
- 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.
<b>8.5 Matters Reserved for OWG Board</b>
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.
<b><span style=”text-decoration: underline;”>STRATEGY AND BUSINESS PLANING</span></b>
- 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.
<b><span style=”text-decoration: underline;”>FINANCE AND CONTROLS </span></b>
- 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.
<b><span style=”text-decoration: underline;”>PEOPLE</span></b>
- 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.
<b><span style=”text-decoration: underline;”>COMPLIANCE AND SUPPORT</span></b>
- 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.
<b>9. DIRECTORS’ TRAINING</b>
- 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.
<b> 10. The Board’s Relationship with Shareholders and Investors</b>
- 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.
<b>11. REVIEW OF BOARD CHARTER</b>
- The Board will review this Charter from time to time to ensure it remains consistent with its objectives and responsibilities and existing regulatory requirements.
<span style=”text-decoration: underline;”><strong><u>PURPOSE</u></strong></span>
<li>The Board of Directors of <strong>ONLY WORLD GROUP HOLDINGS BERHAD</strong> (“the Company”) has adopted the following Code of Ethics and Conduct (hereinafter referred to as “the Code”) for Directors and Employees.</li>
<li>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.</li>
<li>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.</li>
<strong><u>Code of Ethics</u></strong>
Each Board member shall adhere to the following Code of Ethics:
<li>Observe high standards of corporate governance and uphold accountability and transparency at all times;</li>
<li>Act honestly, fairly, ethically, with integrity and loyalty and conduct themselves in a professional, courteous and respectful manner;</li>
<li>Act in the best interests of the Company and the Group in a manner to enhance and maintain the reputation of the Company, and fulfil their fiduciary duties to the Company and the stakeholders of the Company;</li>
<li>Act in good faith, with responsibility, due care, competence, diligence and independence;</li>
<li>Shall not accept positions on Board Committees or working group where a conflict of interest is likely to arise, without firstly declaring that interest.</li>
<li>Declaring any personal, professional or business interests that may conflict with the Director’s responsibilities.</li>
<li>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.</li>
<li>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.</li>
<strong>STANDARDS OF CONDUCT</strong>
<strong><u>Conflicts of Interest</u></strong>
<li>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.</li>
<li>A “conflict of interest” may occur when :
i) When a person’s private interest interferes in any way, with the interest of the Company; or
ii) 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;
iii) Employees (or his or her family member) receives improper personal gains as a result of the director’s position in the Company.</li>
<li>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.</li>
<li>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.</li>
<li>Directors and Employees shall declare any personal, professional or business interests that may be in conflict with their responsibilities.</li>
The Directors and Employees should not:
<li>Take for themselves personally opportunities that are discovered through the use of Company property, information or position;</li>
<li>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.</li>
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.
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.
<strong><u>Protection and Proper Use of Company Assets</u></strong>
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.
<strong><u>Compliance with Laws, Rules and Regulations (including Insider Trading)</u></strong>
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.
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.
<strong><u>Review of the Code</u></strong>
The Code is made available for reference in the Company’s website at <em>www.owg.com.my</em>
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 an Independent Non-Executive Director to whom shareholders’ concerns can be conveyed
<a href=”http://www.owg.com.my/wp-content/uploads/Corporate-Governance-Report-2020.pdf” target=”_blank” rel=”noopener noreferrer”><b><span style=”text-decoration: underline;”>Corporate Governance Report</span></b></a>
<b><span style=”text-decoration: underline;”><a href=”http://www.owg.com.my/wp-content/uploads/Remuneration-Policy-and-Procedures.pdf” target=”_blank” rel=”noopener noreferrer”>Remuneration Policy and Procedures</a> </span></b>