Focus Dynamics Group Berhad (Company No.582924-P)

BOARD CHARTER

Article 1. OBJECTIVES

The objectives of this Board Charter are to ensure that all Board members acting on behalf of the Company are aware of their duties and responsibilities as Board members and the various legislations and regulations affecting their conduct and that the principles and recommendations of good Corporate Governance are applied in all their dealings in respect, and on behalf of, the Company. This Board of the Directors of the Company shall review this Board Charter annually.

Article2. THE BOARD

2.1 Role

2.1.1 The Board is charged with leading and managing the Company in an effective and responsible manner. Each Director has a legal duty to act at all times exercise his powers for a proper purpose and in good faith in the best interest of the Company. The Directors, collectively and individually, are aware of their responsibilities to shareholders and stakeholders for the manner in which the affairs of the Company are managed. The Board sets the Company’s values and standards and ensures that its obligations to its shareholders and stakeholders are understood and met.

2.1.2 The Board understands that the responsibility for good Corporate Governance rests with them and therefore strives to follow the principles and recommendations stated in the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”). The Board includes a narrative statement in its Company’s Annual Report on the extent of application of the principles and the compliance with the recommendations in MCCG 2012 pursuant to Paragraph 15.26 of the Listing Requirements (“LR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”).

2.1.3 The Company complies with the various guidelines issued by Bursa Securities and the Securities Commission (“SC”) relating to disclosure and internal audit functions.

2.1.4 The Board meets in person at least once every quarter to facilitate the discharge of their responsibilities. Members of the Management who are not Directors may be invited to attend and speak at meetings on matters relating to their sphere of responsibility.

2.1.5 Duties of the Board include establishing the corporate vision and mission, as well as the philosophy of the Company, setting the aims of the Management and monitoring the performance of the Management.

2.1.6 The Board assumes the following specific duties:

a) Reviewing and adopting a strategic plan for the Company;

b) Overseeing the conduct of the Company’s businesses;

c) Identifying principal risks and ensuring the implementation of appropriate internal controls and mitigation measures;

d) Establishing a succession plan;

e) Overseeing the development and implementation of a shareholder communication policy for the Company; and

f) Reviewing the adequacy and the integrity of the management information and internal control system of the Company.

2.1.7 The Board has formalise the Company’s strategies on promoting sustainability.

2.1.8 The Board has established written procedures determining which issues require a decision of the full Board and which issues can be delegated to Board Committees or the Management.

2.1.9 The Board reserves full decision-making powers on the following matters:

a) Conflict of interest issues relating to a substantial shareholder or a Director;

b) Material acquisitions and disposition of assets not in the ordinary course of business;

c) Investments in Capital projects;

d) Authority levels;

e) Treasury policies;

f) Risk management policies; and

g) Key human resource issues.

2.1.10 The Board has established a procedure whereby the Directors, collectively or individually, may access to all information pertaining to the Company and may also seek independent professional advice in furtherance of their duties at the Company’s expense.

 

2.2 Composition and Board Balance

2.2.1 The Board consists of qualified individuals with diverse experiences, backgrounds, competence and perspectives. The composition and size of the Board is such that it facilitates the making of informed and critical decisions.

2.2.2 At any one time, at least two (2) or one-third (1/3), whichever is higher, of the Board members are Independent Directors.

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

2.2.4 The Chief Executive Officer (CEO) and the Executive Director(s) are the “Executive” Directors on the Board. However, the views of the Management are represented at meetings of the Board by the presence of senior executives when required.

2.2.5 Non-Executive Directors meet as a group at least twice a year without the Chairman or Executive Directors present.

2.2.6 The Independent Directors provide independent judgement, experience and objectivity without being subordinated to operational considerations.

2.2.7 The Board through the Nomination Committee to undertake an annual assessment of the Independence of the Independent Directors of the Company.

2.2.8 The tenure of an independent director should not exceed a cumulative term of nine years. The board must justify and seek shareholders’ approval in the event it retains as an independent director, a person who has served in that capacity for more than nine years.

2.2.9 The Independent Directors help to ensure that the interests 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.

2.2.10 The views of the Independent Directors should carry significant weight in the Board’s decision-making process.

2.2.11 The Board may appoint a Senior Independent Director to whom shareholders’ concerns can be conveyed if there are reasons that contact through the normal channels of the Chairman or the CEO or Executive Directors have failed to resolve them.

2.2.12 The duties of the Senior Independent Director shall include:-

a) To chair the meetings between the Non-Executive Directors where both the Chairman and Executive Directors do not attend; and

b) Serve as the principal conduit between the Independent directors and the chairman on sensitive issues, for example issues that arise from whistle blowing.

c) To attend genuine concerns raised by the employees of the Group about possible improprieties in matters of financial reporting, compliance and other malpractices within the Group.

2.2.13 If, on any matter discussed at a Board meeting, any Director holds views contrary to those of any of the other Directors, the Board minutes will clearly reflect this.

2.3 Appointments

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

2.3.2 New Directors are expected to have such competencies, commitment, 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.

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

2.3.4 Upon the appointment of a new Director, the newly appointed Director will be briefed on his/her principal duties and responsibilities and explains the restrictions to which he or she is subject to in relation to pricesensitive information and dealings in the Company’s securities. Thereafter, all Directors are provided with appropriate briefings on the Company’s affairs and up-to-date Corporate Governance materials published by the relevant bodies.

2.3.5 The Company has adopted an induction programme for newly appointed Directors. The induction programme aims at communicating to the newly appointed Directors, the Company’s vision and mission, its philosophy and nature of business, current issues within the Company, the corporate strategy and the expectations of the Company concerning input from Directors.

2.3.6 A briefing will be arranged to update the Board in relation to new developments pertaining to the laws and regulations and changing commercial risks which may affect the Board and/or the Company.

2.3.7 In addition to the Mandatory Accredited Programme (MAP) as required by the Bursa Securities, Board members should also attend training programmes prescribed by Bursa Securities or conducted by highly competent professionals and which are relevant to the Company’s operations and business. The Board will assess the training needs of each Director and disclose in the Annual Report the trainings attended by the Directors.

2.3.8 The directorships held by any Board member at any one time shall not exceed five (5) in listed companies.

2.3.9 The directors of the Company should notify the Chairman before accepting any new directorship and the notification should include an indication of time that will be spent on the new appointment.

2.4 Re-election

2.4.1 All Directors are subject to retirement by rotation.

2.5 Supply of Information

2.5.1 The Company aims to provide all Directors with accurate, timely, quality and complete information and in a form and manner appropriate for them to discharge their duties effectively.

2.5.2 The Management is responsible for providing the Board with the required information in an appropriate and timely manner. The Chairman, assisted by the Company Secretary, assesses the type of information required to be provided to the Board. If the information provided by the Management is insufficient, the Board will make further enquiries where necessary to which the persons responsible will respond as fully and promptly as possible.

2.5.3 A full agenda and comprehensive Board papers are circulated to all Directors well in advance of each Board meeting.

2.5.4 Amongst others, the Board papers include the following:

a) Quarterly financial report and report on the Company’s cash and borrowing positions;

b) Minutes of meetings of all Committees of the Board;

c) A current review of the operations of the Company;

d) Reports on Related Party Transactions and Recurrent Related Party Transactions;

e) Directors’ share-dealings; and

f) Annual budget or projection.

2.5.6 Full Board minutes of each Board meeting are kept by the Company Secretary and are available for inspection by any Director during office hours.

Article 3 CHAIRMAN AND CHIEF EXECUTIVE OFFICER (CEO)/EXECUTIVE DIRECTOR (ED)

The Company aims to ensure a balance of power and authority between the Chairman and the CEO/ED with a clear division of responsibility between the running of the Board and the Company’s business respectively. The positions of Chairman and CEO are separated and clearly defined.

3.1 Chairman

3.1.1 The Chairman is responsible for leadership of the Board in ensuring the effectiveness of all aspects of its role. The Chairman is responsible for:

a) leading the Board in setting the values and standards of the Company;

b) maintaining a relationship of trust with and between the Executive and Non-Executive Directors;

c) ensuring the provision of accurate, timely and clear information to Directors;

d) ensuring effective communication with shareholders and relevant stakeholders;

e) arranging regular evaluation of the performance of the Board, its Committees and individual Directors;

f) facilitating the effective contribution of Non-Executive Directors and ensuring constructive relations be maintained between Executive and Non-Executive Directors.

3.1.2 The Chairman, in consultation with the CEO and the Company Secretary, sets the agenda for Board meetings and ensures that all relevant issues are on the agenda.

3.1.3 The Chairman is responsible for managing the business of the Board to ensure that:

• all Directors are properly briefed on issues arising at Board meetings.

• sufficient time is allowed for the discussion of complex or contentious issues and, where appropriate, arranging for informal meetings beforehand to enable thorough preparation for the Board discussion.

• the issues discussed are forward looking and concentrates on strategy.

3.1.4 The Chairman ensures that every Board resolution is put to vote to ensure the will of the majority prevails.

3.1.5 The Chairman ensures that Executive Directors look beyond their executive functions and accept their full share of responsibilities on governance.

3.1.6 The Chairman will have no casting vote if two (2) Directors form a quorum, or if there are only two (2) Directors competent to vote on the question at issue.

3.2 Chief Executive Officer (CEO) and/or Executive Directors (ED)

3.2.1 The CEO/ED is the conduit between the Board and the Management in ensuring the success of the Company’s governance and management functions.

3.2.2 The CEO/ED has the executive responsibility for the day-to-day operation of the Company’s business.

3.2.3 The CEO/ED implements the policies, strategies and decisions adopted by the Board.

3.2.4 All Board authorities conferred on the Management is delegated through the CEO/ED and this will be considered as the CEO’s/ED’s authority and accountability as far as the Board is concerned.

Article 4 BOARD COMMITTEES

The Board appoints the following Board Committees with specific terms of reference:

• Audit Committee

• Nomination Committee

• Remuneration Committee

• Risk Management Committee

Independent and Non-Executive Directors play a leading role in these Committees. The Management and third parties are co-opted to the Committees as and when required. The membership and the terms of reference of each Committee shall be approved by the Board.

4.1 Audit Committee

4.1.1 The Audit Committee comprises at least three (3) members, all of them must be Non-Executive Directors, with a majority of whom are Independent Directors.

4.1.2 No alternate Director can be appointed as a member of the Audit Committee.

4.1.3 The Audit Committee will elect an Independent Director from amongst them as its Chairman.

4.1.4 A quorum for the Audit Committee shall be a majority of members present who must be independent directors.

4.1.5 The functions of the Audit Committee are to review the following and report the same to the Board:

a) with the external Auditor, the audit plan;

b) with the external Auditor, his evaluation of the system of internal controls;

c) with the external Auditor, his audit report;

d) the assistance given by the employees of the Company to the external Auditor;

e) the adequacy of the scope, functions and resources of the internal audit functions and that it has the necessary authority to carry out its work;

f) the internal audit programme, processes, the results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit functions

g) the quarterly results and year-end financial statements, prior to the approval by the Board of Directors, focusing particularly on:

(i) changes in or implementation of major accounting policy changes; 

(ii) significant and unusual events; and

(iii) compliance with accounting standards and other legal requirements;

h) any related party transaction and conflict of interest situation that may arise within the Company or group including any transaction, procedure or course of conduct that raises questions of management integrity; 

i) any letter of resignation from the external Auditor of the Company; and

j) whether there is reason (supported by grounds) to believe that the Company’s external Auditor is not suitable for re-appointment.

4.1.6 The Audit Committee meets on a quarterly basis to carry out its functions. The Audit Committee is also responsible for recommending the person or persons to be nominated to act as the external Auditor and the remuneration and terms of engagement of the external Auditor.

4.1.7 The CEO/ED, General Manager, the Internal Auditor and the Financial Controller may attend the meetings only at the invitation of the Audit Committee.

4.1.8 The Board will review the performance of the Audit Committee once in every three (3) years.

4.2 Nomination Committee

4.2.1 The Nomination Committee comprises exclusively of Non-Executive Directors and a majority of the Committee members are appointed from the Independent Directors.

4.2.2 The Chairman of the Nomination Committee should be the senior independent director identified by the Board.

4.2.3 A quorum for the Nomination Committee shall be a majority of members present.

4.2.4 The Nomination Committee’s primary responsibilities include:

a) leading the process for Board selection and appointments and making recommendations to the Board.

b) Facilitating board induction and training programmes.

c) assessing Directors on an on-going basis.

d) annually reviewing the required skills and core competencies of Directors, including familiarization with the Company’s operations;

e) Annually reviewing the Board’s succession plans and training programmes for the Board.

4.2.5 Duties

The Nomination Committee will:

a) Be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise.

b) Evaluate the balance of skills, knowledge, competencies, commitment, contribution, gender diversity and experience on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment of Director.

c) Review the time required from a Non-Executive Director. The performance evaluation should be used to assess whether the Non- Executive Director is spending enough time to fulfil their duties.

d) Consider candidates from a wide range of backgrounds.

e) Give full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the Company and what skills and expertise are needed on the Board in the future.

f) Regularly review the structure, size, gender diversity and composition (including the skills, knowledge, competencies, commitment and experience) of the Board and make recommendations to the Board with regard to any changes.

g) Keep under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace.

h) Make a statement in the annual report about its activities; the process used for appointments; the membership of the Committee, number of Committee meetings and attendance of members over the course of the year.

i) Ensure that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, Committee service and involvement outside Board meetings.

4.2.6 The Nomination Committee will make the following recommendations to the Board:

• As regards plans for succession for Directors and Senior Management to maintain an appropriate balance of skills on the Board;

• As regards the re-appointment of any Non-Executive Director at the conclusion of their specified term of office;

• Concerning the re-election by shareholders of any Director under the retirement by rotation provisions in the Company’s articles of association;

• Concerning any matters relating to the continuation in office of any Director at any time; and

• Concerning the appointment of any Director to executive or other office other than to the positions of Chairman and Chief Executive, the recommendation for which would be considered at a meeting of the Board.

4.2.7 In the event that the Board appoints a new Chairman, the Nomination Committee will be guided by the following principles prior to making recommendations to the Board:

a) That the Senior Independent Director leads the appointment process.

b) That a systematic evaluation be undertaken to identify the skills and expertise required for the role.

c) That all short listed candidates be considered with the possibility of obtaining external advice, if necessary.

4.3 Remuneration Committee

4.3.1 The Remuneration Committee comprises Non-Executive Directors and a majority of the Committee members are appointed from amongst the Independent Non-Executive Directors.

4.3.2 The Remuneration Committee will elect an Independent Non-Executive Director from amongst them as its Chairman.

4.3.3 A quorum for the Remuneration Committee shall be a majority of members present.

4.3.4 The Remuneration Committee’s primary responsibilities includes establishing, reviewing and recommending to the Board the remuneration packages of each individual Executive Directors, the Executive Chairman and the Company Secretary.

4.3.5 The Remuneration Committee is also responsible for recommending the remuneration for the Senior Management and that the remuneration should reflect the Board’s responsibility, expertise, complexity of the Company’s activities and commitment that goes with it.

4.4 Risk Management Committee

4.4.1 The Risk Management Committee comprises Executive Directors and senior management.

4.4.2 The Risk Management Committee will elect its Chairman from amongst them.

4.4.3 A quorum for the Risk Management Committee shall be a majority of members present.

4.4.4 The Risk Management Committee’s primary responsibilities includes formulating a risk management framework, actively identify, evaluating, reporting of risks, implement of appropriate risk management system and monitor key business risks to safeguard shareholders’ investments and the Company’s assets.

4.4.5 The Risk Management Committee shall meet at least twice a year. Additional meetings shall be scheduled as considered necessary by the Risk Management Committee or chair.

4.4.6 The Risk Management Committee, through the committee chair, shall report periodically, as deemed necessary, at least twice a year, to the Audit Committee. In addition, the Risk Management Committee is responsible for providing the members of the Audit Committee and the Board with the summarised minutes from the Risk Management Committee meetings, separately identifying monitoring activities from approvals in an appropriate and timely manner.

Article 5 REMUNERATION LEVELS OF DIRECTORS

5.1 The Company aims to set remuneration at levels which are sufficient to attract and retain the Directors needed to run the Company successfully, taking into consideration all relevant factors including the business strategy, long-term objectives of the Company, function, workload and responsibilities involved, but without paying more than is necessary to achieve this goal.

5.2 The level of remuneration for the CEO and Executive Directors is determined by the Remuneration Committee after giving due consideration to the compensation levels for comparable positions among other similar industry players or Malaysian public listed companies.

5.3 Non-Executive Directors are entitled to participate in the Company’s Share Scheme for Employees (“Share Scheme”) subject to approval at a General Meeting. Non-Executive Directors who participated in the Share Scheme are prohibited to sell, transfer or assign the shares within one

(1) year from the date of offer of such options.

5.4 No Director other than the CEO and Executive Directors shall have a service contract with the Company.

5.5 There is adequate disclosure in the Annual Report with a note on the remuneration of Directors.

Article 6 FINANCIAL REPORTING

6.1 Transparency

6.1.1 The Company aims to present a clear and balanced assessment of the Company’s financial position and future prospects that extends to the interim and price-sensitive information and other relevant reports submitted to regulators.

6.1.2 The Directors ensure that the financial statements are prepared so as to give a true and fair view of the current financial status of the Company in accordance with the applicable approved accounting standards.

6.1.3 The Company’s practice is to announce to Bursa Securities its quarterly financial results as early as possible within two (2) months after the end of each quarterly financial period.

6.1.4 The Auditors Report shall contain a statement from the Auditors explaining their responsibility in forming an independent opinion, based on their audit, of the financial statements

6.2 Company Auditors

6.2.1 The Board has established formal and transparent arrangements for considering how financial reporting and internal control principles will be applied and for maintaining an appropriate relationship with the Company Auditors through its Audit Committee.

6.2.2 The Audit Committee also keeps under review the scope and results of the audit and its cost effectiveness and monitor the independence and objectivity of the Company Auditors. The Company ensures that the Company Auditors do not supply a substantial volume of non-audit services to the Company.

6.2.3 Prior to the provision of any engagement of non-audit services by the Company Auditors to the Company and/or its subsidiaries, the Audit Committee should review and approve the acceptance of such engagement, whenever deemed necessary after taking into consideration the By-Laws of the Malaysian Institute of Accountants, the suitability of service provider, the nature of the non-audit services, including the related fee levels and if there are mitigating controls in place to avoid the threat against objectivity and independence.

6.2.4 Appointment of the Company Auditors is subject to approval of shareholders at General Meetings. The Company Auditors have to retire during the AGM every year and be re-appointed by shareholders for the ensuing year.

6.2.5 In the event of removal or resignation of the Company Auditors, the Audit Committee should look into the reasons thereof, especially when the impending removal or resignation arises from an impasse in the resolution of contentious matters that affect financial reporting.

6.2.6 The Company must forward to Bursa Malaysia a copy of any written representations or written explanations of the resignation made by the Company Auditors at the same time copies of such representations or explanations are submitted to the Registrar of Companies Commission of Malaysia pursuant to Section 172A of the Companies Act, 1965

6.3 Internal Controls and Risk Management

6.3.1 The Company has a well-resourced internal audit function, which critically reviews all aspects of the Company’s activities and its internal controls. Comprehensive audits of the practices, procedures, expenditure and internal controls of all business and support units and subsidiaries are undertaken on a regular basis. The Internal Auditor has direct access and report directly to the Audit Committee.

6.3.2 The Internal Auditors should comprehend with the relevant qualifications and be responsible for providing assurance to the Board that the internal controls are operating effectively. The Internal Auditors should carry out their functions according to the standards set by recognised professional body and the relevant authorities. The Internal Auditors should also conduct regular reviews and appraisals of the effectiveness of the governance, risk management and internal controls processes within the Company.

6.3.3 The Board ensures the system of internal controls is reviewed on a regular basis.

6.3.4 The Audit Committee receives reports regarding the outcome of such reviews on a regular basis.

Article 7 GENERAL MEETINGS

7.1 General Meeting

7.1.1 The Company regards the Annual General Meeting (“AGM”) as an important event in the corporate calendar of which all Directors and key senior executives should attend. The Board should take active steps to encourage shareholders participation at general meetings.

7.1.2 The Company regards the AGM as the important avenue through which the shareholders can exercise their rights and aims to ensure that the AGM provides an important opportunity for effective communication with, and constructive feedback from, the Company’s shareholders.

7.1.3 The Chairman encourages active participation by the shareholders during the general meetings of the Company. The Board should direct the Company to disclose all relevant information to shareholders to enable them to exercise their rights.

7.1.4 The Chairman should inform shareholders of their right to demand a poll vote at the commencement of the general meetings of the Company.

7.1.5 The Chairman and, where appropriate, the CEO responds to shareholders’ queries during the meeting. Where necessary, the Chairman will undertake to provide a written answer to any significant question that cannot be readily answered at the meeting.

7.1.6 The Directors will consider requisitions by shareholders to convene an Extraordinary General Meetings or any other urgent matters requiring immediate attention of the Company.

7.1.7 The Board will ensure to put the resolutions on the related party transactions to vote by poll and make an announcement of the detailed results showing the number of votes cast for and against each resolution.

7.1.8 The Board would consider to adopt electronic voting to facilitate greater shareholders participation whenever is deemed necessary and if the circumstances is permitted. The Company will inform shareholders the electronic voting arrangement via the notice of the general meetings if the Company intends to adopt electronic voting at any general meetings.

Article 8 INVESTOR RELATIONS AND SHAREHOLDER COMMUNICATION

8.1 The Board acknowledges the need for shareholders to be informed of all material business matters affecting the Company and as such adopts an open and transparent policy in respect of its relationship with its shareholders and investors.

8.2 The Board ensures the timely release of financial results on a quarterly basis to provide shareholders with an overview of the Company’s performance and operations in addition to the various announcements made during the year.

8.3 The Company conducts dialogues with financial analysts from time to time as a means of effective communication that enables the Board and Management to convey information relating to the Company’s performance, corporate strategy and other matters affecting shareholders’ interests.

8.4 The Company may conduct a press conference whenever is deemed necessary. At this press conference, the Chairman or CEO or ED will give a press release stating the Company’s results, their prospects and outline any specific event for notation. All press releases will be vetted by the Company to ensure that information that has yet to be released to Bursa Securities is not released to the press.

8.5 The Company’s website provides easy access to corporate information pertaining to the Company and its activities and is continuously updated. The Company will publish and update corporate information, the Company’s activities, all press releases, annual reports, financial reports, financial statements, board charter, code of ethic or policies of the Company and all relevant information at its corporate website to communicate with shareholders of the Company.

8.6 The Company establishes an internal corporate disclose policies and procedures which will comply with the disclosure requirements as set out in the Bursa Securities Listing Requirements.

Article 9 RELATIONSHIP WITH OTHER STAKEHOLDERS

In the course of pursuing the vision and mission of the Company, the Board recognises that no Company can exist by maximising shareholders value alone. In this regards, the needs and interests of other stakeholders are also taken into consideration.

9.1 Employees

9.1.1 The Board acknowledges that the employees are invaluable assets of the Company and play a vital role in achieving the vision and mission of the Company.

9.1.2 The Company adopts comprehensive and documented policies and procedures with respect to the following:

a) Code of ethic

b) Corporate Disclosure Policy

c) Preparation Financial Statement Policy

d) Whistle-Blowing Policy; and

e) Shareholders Communication Policy

9.2 Environment

9.2.1 The Board acknowledges the need to safeguard and minimise the impact to the environment in the course of achieving the Company’s vision and mission.

9.2.2 The Company adopts comprehensive and documented policies and procedures as part of its commitment to protect the environment and contribute towards sustainable development.

9.2.3 The Company supports initiatives on environmental issues.

9.3 Social Responsibility

9.3.1 The Board acknowledges that the Company should play a vital role in contributing towards the welfare of the community in which it operates.

9.3.2 The Company adopts comprehensive and documented policies and procedures towards responsible marketing and advertising of its products and services.

9.3.3 The Company supports charitable causes and initiatives on community development projects.

 

Article 10 COMPANY SECRETARY

10.1 The Board appoints a qualified and competent Company Secretary, who plays an important advisory role, and ensures that the Compan Secretary fulfils the functions for which he/she has been appointed and who can support the Board in carrying out its roles and responsibilities.

10.2 The Company Secretary is accountable to the Board through the Chairman of the Board and Committees on all governance matters.

10.3 The Company Secretary is a central source of information and advice to the Board and its Committees on issues relating to compliance with laws, rules, procedures and regulations affecting the Company.

10.4 The roles and responsibilities of the Company Secretary shall include:-

i) Arrange meetings:

a. Prepare calendar and agenda;

b. Ensure quality, quantity and timely dissemination of information;

c. Preserve confidentiality;

d. Involve all directors.

ii) Assist Chairman in the preparation for and conduct of meetings.

iii) Attend Board, Committees and general meetings.

iv) Assist Chairman in determining the annual Board plan and the administration of other strategic issues.

v) Take proper minutes

vi) Ensure compliance of listing and related statutory obligations and procedures are followed and minimize distractions.

vii) Convey information between board directors, committee members and management.

viii) Advise the Board and Management on governance issues.

ix) Ensure proper upkeep of statutory registers and records.

x) Continuously update the Board on changes to listing rules, other related legislations and regulations.

10.5 The Company shall possess the following required personal characteristics:

i) Integrity;

ii) Discretion;

iii) Judgment;

iv) Courage;

v) Ability to inspire confidence of Chair, directors and management.

vi) Continually expand his/her professional toolbox by developing his/her skills and abilities.

10.6 The Company Secretary must keep abreast of, and inform, the Board ofcurrent governance practices.

10.7 The Board members have unlimited access to the professional advice and services of the Company Secretary.

 

Article 11 APPLICATION

11.1 The principles set out in this Charter are:

a) kept under review and updated as practices on Corporate Governance develop and further guidelines on Corporate Governance are issued by the relevant regulatory authorities;

b) applied in practice having regard to their spirit and general principles rather than to the letter alone; and

c) report by the Directors in the Annual Report on compliance with the Malaysian Code on Corporate Governance.

11.2 The Board endeavours to comply at all times with the principles and practices set out in this Charter.

11.3 Any updates to the principles and practices set out in this Charter will be made available on the Company’s website.

11.4 This Board Charter is to be implemented with the approval of the Board of Directors of the Company. Any future amendment will require the approval of the Board of Directors of the Company.

Article 1. Introduction

This Code of Business Conduct and Ethics (this “Code”) is approved by the board of directors on 27 November 2012. This Code sets forth the standards of conduct required of all directors, officers, managers and employees of the Company with the objective of ensuring their proper behaviour and ethical conduct. The Company intends this Code to apply to all directors, officers, managers and employees of its subsidiaries and will use its best efforts to ensure that this Code or its equivalent is adopted by its subsidiaries.

The purpose of this Code is to deter wrongdoing and to promote:

a) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

b) full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the relevant authorities and in other public communications made by the Company;

c) compliance with applicable governmental laws, rules and regulations;

d) the prompt internal reporting to an appropriate person or persons identified below of violations of this Code;

e) Uphold the spirit of social responsibility and accountability in line with the legislation, regulation and guidelines governing the Company.

f) Establishment of standards of ethical conduct for to all directors, officers, managers and employees of the Company and its subsidiaries based on acceptable belief and values one upholds and to create an ethical corporate climate

All company personnels are responsible for reading and understanding this Code. The failure to read or understand this Code will not excuse violations, so company personnel should contact their immediate managers or the other persons indicated in this Code if they have any questions regarding their obligations under this Code.

Whenever company personnel have questions about this Code, including concerns about the legality or propriety of any proposed conduct, they should obtain advice from their immediate managers and, when appropriate, should request advice from members of senior management or the directors and the Audit Committee.

 

Article 2. Use of Terms and Interpretation

The term “the Company” is used in this code to refer to Focus Dynamics Technologies Berhad.

The term “Company personnel” is used in this Code to refer to the Company’s directors, officers, managers and employees.

The term “laws” as used in this Code includes the laws, rules, regulations and other legal requirements of each jurisdiction that are applicable to the activities of the Company. These may include the laws of jurisdictions other than Malaysia.

The term “Material information” or “price-sensitive information” is used in this code to refer to information which, if publicly disclosed, could reasonably be expected to affect the market value of the Company’s securities or to influence investor decisions with respect to those securities.

In some cases, the Company and its individual business units may have additional policies that are applicable to company personnel, including policies relating to subjects that are also covered under this Code. These policies include responsibilities and requirements in addition to those contained in this Code. While it is important for Company personnel to comply with these additional policies, they are separate policies and are not intended to form part of this Code.

This Code does not create any contractual obligations on the part of the Company.

 

Article 3. Standards of Conduct

3.1 Honest, Good Faith and Ethical Conduct

The Company expects company personnel to act honestly, good faith and ethically in the conduct of business activities for the Company and to comply fully with the policies comprising this Code. The company personnel shall exercise reasonable care, skill and diligence in discharge their duties and responsibilities.

3.2 Corporate Opportunities

Company personnel may not take for themselves personally opportunities that are discovered through the use of Company property, information or position, use Company property, information or position for personal gain, or compete with the Company. Company personnel owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

3.3 Avoidance of Conflicts of Interest

Company personnel are required to disclose conflicts between their personal interests and the interests of the Company including any activities, financial interests or relationships that may present an actual or potential conflict of interest.

A “conflict of interest” exists when a person’s private interest interferes or is perceived to interfere, with the interests of the Company. A conflict situation can arise when a director, officer, manager or employee takes actions or has investments, interests or associations that interfere or might interfere with the objective or independent exercise of their best judgment or with the performance of their responsibilities in the interests of the Company. Conflicts of interest also arise when a director, officer, manager, employee, or member of such person’s family receives improper personal benefits as a result of his or her position in the Company.

Employees other than the Chairman, the Independent Directors and senior executive and financial officers of the Company should promptly disclose any actual or potential conflicts of interest in writing to the Audit Committee or their immediate managers or to members of senior management.

The Company’s Chairman, the Directors including the Independent Directors and senior executive and financial officers should promptly inform the Board of Directors and the Audit Committee of any actual or potential conflicts of interest. If any conflict or potential conflict of interest arises for a director or Independent Director, the affected director or the affected Independent Director should promptly inform the Senior Independent Non-Executive Director or the Chairman of the Audit Committee.

3.4 Confidentiality

Company personnel should maintain the confidentiality of information entrusted to them by the Company or its customers, except when disclosure is duly authorized.

Company personnel should promptly report to their immediate managers any attempt by outsiders to obtain trade secrets or confidential information or any unauthorized use or disclosure of trade secrets or confidential information by other company personnel.

The obligation to maintain the confidentiality of information may be subject to legal or regulatory requirements to disclose that information. In such cases, the Company’s legal counsel will assist in determining what disclosure is required.

 

Article 4. Compliance with Laws, Rules and Regulations

It is the Company’s policy to proactively promote integrity and compliance with all applicable laws in connection with the Company’s business. All Company personnel are therefore expected to comply fully with the laws of each country or other jurisdiction that are applicable to the Company and its business. These laws include, among others, Anti-Corruption law, securities laws, competition laws, money laundering laws and any other legislation. Company personnel should familiarize themselves with the legal standards and restrictions applicable to their assigned duties and responsibilities. The Company requires and encourages compliance with the spirit, as well as the later, of the law. Even the appearance of illegal, dishonest or inappropriate behaviour could have a negative impact on the Company and its employees.

 

Article 5. Securities Dealing

Except as specifically permitted by applicable law, company personnel should not trade in or deal with or recommend the purchase or a sale of Company’s securities while they are in possession of “material information” or “pricesensitive information” regarding the operations or prospects of the Company that has not been publicly disclosed and disseminated to the investment community or the authorities. Company personnel should also similarly avoid trading in or dealing with or recommending the purchase or sale of the securities of any other corporation of which they have obtained unpublicized “material information” or “price-sensitive information” as a result of their employment by the Company.

 

Article 6. Accuracy of Public Communications

All company personnel are encouraged and instructed to provide reliable and accurate data to, and otherwise assist, the Company’s Chairman and senior financial officers to discharge their responsibilities to establish and maintain adequate and effective disclosure controls and procedures. The Company’s Chief Executive Officer/Executive Director and senior financial officers have a responsibility to supervise the establishment and maintenance of adequate and effective disclosure controls and procedures. In addition, all Company books, records and accounts must accurately reflect the nature of the transactions recorded.

These controls are designed to provide assurances to the Company and its shareholders that disclosures of material information related to the Company and its subsidiaries in its periodic reports filed with, or submitted to, the relevant authorities and other public communications are full, fair, accurate, timely and understandable.

 

Article 7. Social Responsibility and Environment

All company personnel must ensure that :-

i) the activities and the operations of the Company and its subsidiaries do not harm the interest and well-being of the society at large and to assist in the fight against inflation.

ii) to be more proactive to the needs of the community and to assist in society related programme in line with the aspirations of the concept of “Caring Society” in Vision 2020

iii) effective use of natural resources, and to improve quality of life by promoting corporate social responsibilities

iv) to adopt an objective and positive attitude and give the utmost co-operation for the common good when dealing with governmental authorities or regulatory bodies.

 

Article 8. Reporting of Possible Violations of laws, rules, regulations or this code

Company personnel who believe any law, rules, regulations or this Code may have been violated should raise the issue immediately with their immediate managers. If the issue is not resolved, company personnel may refer to the Company’s Whistle Blowing policy and follow the procedures and steps as set out in the said policy to raise genuine concerns about possible improprieties in matters of financial reporting, compliance and other malpractices at the earliest opportunity, and in an appropriate way.

Reports of possible violations of any laws, rules, regulations or this Code will be promptly investigated by the Company and will be treated confidentially to the extent consistent with the Company’s interests and its legal obligations. Company personnel are expected to cooperate in investigations of possible violations.

 

Article 9. No Retaliation for Reporting of Violations in Good Faith

The Company prohibits reprisals for good faith reporting of actual or possible violations of any laws, rules, regulations or this Code. Retaliation in any form against any Company personnel who report a possible violation, or who assist in the investigation of a possible violation, is itself a violation of this Code and will be disciplined appropriately.

If any employee or agent believes that he/she has been retaliated against for reporting or assisting in an investigation under this policy, he/she should immediately report such perceived retaliation to the Audit Committee and/or Senior Independent Non-Executive Director. All such reports will also be investigated and treated confidentially to the extent consistent with the Company’s interests and its legal obligations, and remedied as appropriate.

 

Article 10. Discipline for Violations

Allegations of potential wrongdoing will be investigated by the proper corporate or departmental personnel or management or, in the appropriate circumstances, the relevant authorities. Company personnel who violate either the letter or the spirit of this Code may be subject to disciplinary action, which may include counselling, warning, reprimand, suspensions with or without pay, demotions, restitution or termination of employment. The following types of conduct may subject Company personnel to discipline:

– violating this Code or asking others to violate this Code;

– failing to report a known or suspected violation of this Code;

– failing to cooperate in a Company investigation of possible violations of this Code; and

– retaliating against other Company personnel for reporting in good faith a possible violation of any laws, rules, regulations or this Code.

Violations of this Code can in some cases also result in violations of applicable law and expose the Company and Company personnel to government enforcement proceedings, including civil and criminal fines and imprisonment.

 

Article 11. Amendments to this Code

This Code may not be amended or modified substantively without the prior approval of the Company’s Board of Directors. A current version of this Code will be circulated to all employees for their reference. This Code shall be effective beginning 27 November 2012.

Any waiver of this Code for directors, the Audit Committee or senior executive or financial officers of the Company may be made only by the Company’s Board of Directors or designated Board committee, and will be promptly disclosed to shareholders, along with reasons for the waiver, as required by applicable law or stock exchange regulations.

A. Whistleblowing Policy

Background

1            In line with corporate governance best practice, Focus Dynamics Group Berhad, (“the Company”) has revised its Whistleblowing Policy in November 2017 to provide a channel for internal staff to report corporate wrongdoings. A review on this Policy was completed, which resulted in three key changes, namely:

(a)          Outsourcing of reporting channels to an external independent party, Polaris Corporate Solutions Sdn Bhd (“Polaris”), which provides whistleblower with greater assurance of anonymity;

(b)         Clearer definition of corporate wrongdoings covered by the Policy;

(c)          Revised reporting and investigation processes arising from (a).

 

2    A further review was recently completed in February 2020 which resulted in the following key changes:

1. Coverage of the Policy expanded;
2. Responsibility and protection of the whistleblower enhanced;
3. Success measures included in the Policy.

Coverage

3            The Policy is meant for reporting by internal staff. Internal staff include any person directly or indirectly employed (e.g. through recruitment agencies) by the Company to carry out official duties on behalf of the Company.  This includes permanent, contract and temporary staff, i.e. any person who is issued the Company’s official staff pass.  All divisional levels of staff, including Core Management (i.e. Chief Executive Officer, Executive Directors, Chief Financial Officer and etc.) are included.

4            As the Policy is meant for reporting by the Company’s staff only, staff are not to reveal the whistleblowing hotline number and reporting channels to parties external to the Company.

Purpose

5            This Policy is part of the Company’s corporate governance control and aims to strengthen the Company’s accountability.

6            More importantly, the Policy aims to:

(a)          Protect the whistleblower:

The identity of the whistleblower is protected as it will be kept in confidentiality by Polaris, unless he/she chooses to reveal it. The whistleblower may also choose to remain anonymous. Every effort will be made not to reveal the identity to the extent feasible and permissible under the law.

(b)          Protect the victim:

The identity of the victim is protected and will not be disclosed to others, except those staff conducting the investigation.

(c)          Protect the staff reported upon:

The identity of the staff reported upon is protected and will not be disclosed to others, except those staff conducting the investigation. No disciplinary action will be taken against the staff reported upon until due investigation process is completed and reveals that there is a genuine wrongdoing committed.

(d)          Protect the organization:

The Policy offers the Company the opportunity to have first-hand knowledge of wrongdoings committed and take relevant actions early before any further loss or damage to the Company.

Scope

7            This Policy covers the following act(s) of corporate wrongdoing by internal staff:

(a)          Illegal activities, such as

1.            Fraud
2.           Theft

iii.          Corruption

1.         Bribery
2.          Financial Statement Fraud

(b)         Breach of internal policies

(c)         Conflict of interest.

8            Personnel issues such as workplace grievances, and Health and Safety issues do not fall within the scope of the Policy and should be reported to the Human Resource Department.

Reporting Channels

9            Staff may whistleblow through the whistleblowing hotline or the supporting reporting channels manned by Polaris, an external vendor with expertise in fraud and whistleblowing management.

10          The reporting channels are as follows:

Channels	Description	Details
(a)    Telephone	Dedicated hotline	03-7890 2455
(b)    Email	Dedicated email address	[email protected]
(c)    Website	Dedicated website	http://myspeakup.com/focusdynamics

 

11 These channels mentioned above can also provide confidential advice to staff if they face ethical dilemma or need guidance on the right channel to report to.

12 Alternatively, staff can report directly to their supervisors, who would in turn report it through the whistleblowing hotline for cases that fall within the scope of the Policy, while keeping the staff’s identity anonymous where possible.

13 In alignment with the values of being a good staff, it is the responsibility of every staff of the Company to make a report when he/she comes into the knowledge of suspected fraudulent activity within the Company.

14 For alleged or suspected corrupt activities, the Company must refer the reported allegation or complaint to the Malaysian Anti-Corruption Commission (“MACC”) for investigation and must not conduct any initial inquiry to ascertain the truth as it could jeopardize the investigation that must be done by the MACC.

Responsibility and Protection of whistleblower

1. Whistleblowers must act in good faith and have reasonable grounds for believing the information disclosed indicate concerns of suspected improper activities or behaviour. Although the whistleblower is not expected to prove the truth of an allegation, the whistleblower needs to provide facts and evidence in support of the concerns.
2. If an allegation is made in good faith, but it is not confirmed by an investigation, no action will be taken against the whistleblower. If, however, an allegation is made frivolously, maliciously or for personal gain, disciplinary action will be taken against the whistleblower.
3. The whistleblower’s employment, remuneration and career opportunities will not be jeopardised for the reason of making a report if the report is made in good faith. If the whistleblower is of the opinion that this has occurred, the whistleblower may make an appeal to Human Resource.
4. The Company and the external vendor will not disclose the whistleblower’s identity without the whistleblower’s consent, unless required by the court or other regulatory authorities to disclose the identity.
5. Blowing the whistle does not lessen the guilt or criminal liability of a whistleblower who is involved in wrongdoing, although this might be taken into account.
6. The Company will not tolerate victimisation of the whistleblower, and considers this serious misconduct. Disciplinary action will be taken against those who victimise the whistleblower.

 

Investigation Process and Reporting

21. All details on the case(s) will be forwarded by the Polaris to the Whistleblowing Team. The Whistleblowing Team consists of the Executive Director and Independent Non-Executive Director.
22. The disclosure report forwarded to the Whistleblowing Team would include recommendations by Polaris, and the Whistleblowing Team would make a decision whether to proceed with an investigation.
23. Whistleblowers who would like to be informed of the status of the investigations or follow-up may do so by contacting the Polaris.  The Company will provide a brief update to Polaris every 28 days until the case is closed. The whistleblower may be contacted by the Polaris for more information where required.

Punishment for Wrongdoings

24.         The possible punishments for wrongdoings include:

(a)           Breaches of Law

1.    Criminal and civil penalties

(b)            Violating the Code of Conduct

1.    Various corrective actions
2.   Disciplinary actions

     iii.  Termination of appointment

 

Policy Review and Success Measures

25. The whistleblowing policy will be reviewed periodically for its effectiveness.
26. The success of the whistleblowing programme will be measured periodically by the level of awareness and satisfaction.

 

——————————————————————————————————————————–

1. Anti-Bribery and Anti-Corruption Policy

Introduction

Focus Dynamics Group Berhad and its subsidiaries (collectively referred to the “Group” or “FOCUS”) has adopted zero tolerance policy against all forms of bribery and corruption, whereby all forms of bribery and corruption is unacceptable. The Group acknowledges and is committed to conducting business dealings ethically and with integrity, ensuring uncompromising adherence to laws and regulations enacted for countering bribery and corruption.

 

Failure in reporting or participating in any act of giving, promising, soliciting, accepting bribes or corrupt practices is equivalent to committing an offence, which may lead to dismission, fines and imprisonment. This would subsequently tarnish the Group’s reputation and image.

 

The Anti-Bribery and Anti-Corruption Policy has been circulated to employees of the Group. The electronic version of the Policy is available to the public on the Group’s Website.

 

Application

This Anti-Bribery and Anti-Corruption Policy (hereinafter referred to as the “Policy”) sets out the Group’s responsibilities in providing principles, guidelines and recommendation to the employees on the procedures to deal with solicitation, bribery and corruption that could possibly arise during business dealing and operation activities. It applies to all directors, officers, employees, consultants, suppliers, subcontractors, agents or any other person associated with or acting on behalf of the Group (collectively referred to the “Third Parties”), whereby compliance is required.

This Policy is regularly reviewed to reflect any changes made by the law, regulation and any changes in the business operations and nature.

 

Gifts, Corporate Hospitality And Expenses

Gifts could be in the form of tangible or intangible goods or services given or received as a form of appreciation or friendship. Corporate hospitality includes entertainments, meals, receptions, tickets to entertainment or events, being occasionally given or received at a reasonable and modest level to initiate and foster relationship with Third Parties. Expenses include reimbursable payments such as flight ticket and accommodation incurred from potential customers or business partners that are not specific in the contractual agreement.

As a general rule, employees are discouraged from giving or accepting gifts, entertainment and other benefits to or from any third parties. Notwithstanding this, the Company recognizes that the occasional acceptance or offer of modest gifts and entertainment may be a legitimate and inevitable contribution to good business relationships.

Employees and directors shall exercise proper care and judgement (e.g. reasonable in value, infrequent in nature, transparent and not given to influence an unfair advantage) in respect of giving or accepting gifts, entertainment and other benefits to or from any third parties.

The reporting and approvals guidelines set forth below must be strictly adhere to:

 

Description	Valued at > USD 500	Valued at ≤ USD 500
Gifts (give or receive)	Seek Head of Department and Chief Executive Officer/ Executive Director /Director approval.	Inform Head of Department
Entertainment (give or receive)	Seek Head of Department and Chief Executive Officer/ Executive Director /Director approval.	Follow the usual reporting and approval requirements in accordance with expense policy.

 

Dealing With Public Officials

Officers, employees and directors must exercise proper care and judgment when handling gift and corporate hospitality activities by applying the Group’s Code of Conduct principles to determine the appropriateness of the gift and corporate hospitality or entertainment, in particular when dealing with public officials and public agencies/bodies.

If the gifts, corporate hospitality or expenses are intended for public officials, the Group’s personnel must ensure that it is not excessive and lavish, and also commensurate with the official designation of the public official and not his personal capacity. All gifts, corporate hospitality and expenses are required to be made transparent and open, solely for business purposes.

The reporting and approvals guidelines set forth below must be strictly adhere to:

Description	Valued at > USD 500	Valued at ≤ USD 500
Gifts and entertainment involving government officials	Seek prior approval from HOD and CEO/ ED/ Director.	Seek prior approval from HOD.

 

Facilitation Payments And Kickbacks

Facilitation payment is an unofficial and usually a small amount of cash payment to induce or reward a person, which could be public or public official to obtain preferential treatment or to expedite the performance of a routine action. Kickbacks are typically payments, compensation or reward made in return for a business transaction or advantage.

The Group strictly prohibits any form of facilitation payments and kickbacks, which is not only limited to cash, financial asset, services and gift-in-kind. When employees are in doubt whether the payment made falls within the scope of facilitation payments or kickbacks, employees are required to consult the Head of Department prior to making any payments.

Donations And Sponsorship

Contributions, donations and sponsorships activities by FOCUS to community projects or charitable organisations need to be made in good faith and in compliance with this Policy and all relevant FOCUS’s policies and procedures. The Group shall carry out due diligence to ensure all the contributions made to the registered charity are legitimate and proper administration of the fund received is present. For all contributions made, it would be supported with Official Receipts and recorded accurately in the Group’s books of account.

No donation which may or may be perceived to breach applicable laws or any other sections of this Policy should be made.

In respect of political contributions, the Group does not make contribution of funds or resources to political party or candidate for public office without the approval from the Board of Directors or Executive Director.

Conflict Of Interest

FOCUS’s dealings with third parties includes contractors, suppliers, agents, consultants, joint venture partners, introducers/government intermediaries etc. A conflict of interest is a situation in which a person or organisation is involved in multiple interests, financial or otherwise, and serving one interest could involve working against another.

Employees shall avoid or deal appropriately with situations in which personal interest could conflict with obligations or duties. Employees must not use their position, official working hours, Group’s resources and assets for personal gain or to the Group’s disadvantage. Employees shall:

1. Ensure that personal financial circumstances and transactions do not jeopardise their independent judgment or adversely affect their job performance.
2. Not having any financial, non-financial, directly or indirectly interest in any contractor, vendor, potential customer or any Third Parties defines in this Policy.
3. Not have any direct or indirect involvement in other employment (remunerated or otherwise) except with the prior written consent from the Group.
4. Ensure proper care and judgement are exercise prior decision making in the normal course of business dealing.
5. Appropriate assessment shall be carried out to individuals or Third Parties to ensure the business and background of the potential business partners are free from bribery elements or conflict of interest.

Employees are required to inform the Head of Department immediately and shall not conceal any information where possible conflict of interest arises.

 

Recruitment Of Employees

FOCUS, being a diversified business entity, provides equal opportunity for any qualified and competent individual to be employed by the Group from various multicultural and multiracial backgrounds.

The recruitment of employees performed are based on approved selection criteria to ensure that only the most qualified and suitable individuals are employed. This is crucial to ensure that no element of corruption is involved in the hiring of employees. In line with this, proper background checks shall be conducted in order to ensure that the potential employee has not been convicted in any bribery or corruption cases nationally or internationally. More detailed background checks should be taken when hiring employees that would be responsible in management positions, as they would be tasked with decision making obligations.

If employees suspect that another person subject to this policy has violated or about to violate this policy or applicable law, whether deliberately or inadvertently, employees of the Group must forthwith report the same, in writing, to his/her Head of Department/ Division or Human Resources Manager.

 

Record Keeping

FOCUS has established adequate internal controls procedures and ensuring all financial records are kept, serving as an evidence to justify and substantiate the business reason on the payment made.

The Group ensures all expenses claims relating to gifts, hospitality, reimbursable expenses, facilitation payments incurred to Third Parties are submitted and recorded promptly in the books in accordance with the Group’s standard operating procedures and adhered to the Terms and Conditions stated in this Policy.

All the documents as the proof of transaction dealing to or from the Third Parties such as Invoices, Official Receipts, Contracts, Agreements and other documents are prepared and maintained with strict accuracy and completeness. No accounts must be kept “off-book” to facilitate or conceal improper payments.

 

Awareness, Training And Communication

FOCUS provides training on this Policy to raise awareness on anti-bribery and anti-corruption as well as to embed its zero tolerance approach in the Group procedures and working practices. The Group is committed to provide employees with the skills needed for them to excel in their career with the Group. Training would also be given to all the new recruits as part of induction programme.

A mandatory compliance to this Policy is expected from all the employees and new recruits. Sanctions could be applied in the event of a violation. Wherever possible, all the Associated Third Parties shall always refer to this Policy published on the Group website.

 

Whistleblowing Policy

FOCUS encourages openness and transparency, in line with its commitment to the highest standard of integrity and accountability.

If employees were to make a report or disclosure about any actual or perceived bribery or corruption in good faith, belief, without malicious intent, that a breach or violation as aforesaid may have occurred or may about to occur, employees will be accorded protection of confidentiality, to the extent reasonably practicable. In addition, employees who whistle blow internally will be also be protected against detrimental action for having made the disclosure, to the extent reasonably practicable.

 

FOCUS’s Whistleblowing Policy is available on its corporate website.

——————————————————————————————————————————–

 

REMUNERATION POLICY

Policy and Procedures for the remuneration of the Directors and Senior Management

The remuneration policy of Focus Dynamics Group Berhad (the “Company“) is designed to ensure that the key principles for remuneration are appropriate and competitive to attract and retain experienced, knowledgeable, highly skilled and high calibre Executive Directors and Senior Management needed to manage the Group successfully in terms of supporting and driving business strategies.

Amongst others, the following are some of the criteria adopted by the Company and its subsidiaries in considering the remuneration of the Executive Directors and Senior Management: –

1. The overall performance of the Company and its subsidiaries tracked against the predetermined key performance indicators and/or targets;
2. General economic situation;
3. Prevailing market practice;
4. Salary positions against market trends;
5. Skills and experience; and
6. Individual performance.

 

In this regard, the Remuneration Committee is responsible for implementing the policies and procedures whilst the Board is responsible for approving such policies and procedures which govern the remuneration of the employees including Executive Directors and Senior Management.

The remuneration packages are reflective of the Directors’ and Senior Management’s experience and level of responsibilities and are structured to link and commensurate with corporate and individual performances.

The Remuneration Committee is responsible for determining the levels and make up of Executive Directors’ remuneration and approved by the Board and implemented in the presence of majority of the Non-Executive Directors.

Long term incentives are implemented through share issuance scheme to employees. The Executive Directors, however, do not participate in any way when determining their respective remuneration package.

For Non-Executive Directors, the policy is to ensure that the remuneration commensurate with their respective responsibilities and commitment to the Board and the Group. The fees payable are determined based on the level of expertise, experience, responsibilities undertaken, and commitment of time. Meeting attendance allowances are paid to eligible Non-Executive Directors in accordance with the number of meetings attended during the financial year. Individual Directors will abstain from participating in the discussion and decision of their own remuneration.

The determination of the annual directors’ fee for Executive Directors and Non-Executive Directors’ remuneration is a matter for the Board to decide and approve as a whole taking into consideration any additional responsibilities taken. The annual directors’ fees payable to Directors and meeting attendance allowance and benefits-in-kind payable to Non-Executive Directors are presented to the shareholders at the Annual General Meeting for their approval.

This Remuneration Policy shall be reviewed as and when necessary.