Annual General Meeting
The Anti-Bribery and Corruption Policy (“Policy”) of Tex Cycle Technology (M) Berhad (“TCTB” or “Company”) and its subsidiaries (“Group”) is drafted in accordance to sub section (5) of Section 17A under the Malaysian Anti-Corruption Commission Act 2009 and the Malaysian Anti-Corruption Commission (Amendment) Act 2018, the Anti-Bribery and Corruption Policy based on the Guidelines on Adequate Procedures issued by the National Centre For Governance, Integrity and Anti-Corruption (GIACC).
TCTB is committed in ensuring that the Group meets its legal obligations and prevents, detects, minimises and eliminates all form of corrupt practices. The Policy encompasses an ethical framework that serves as a guide to the actions and behavior of all Directors, employees of the Group and business associates which include but are not limited to current or prospective customers, joint venture or business partners, contractors, vendors, suppliers, distributors, outsourcing providers, consultants, agents, investors, advisers, associates, representatives or any other business partners (“Business Associate”) in the ordinary course of its business activities. It is reflective of the ever increasing need for effective corporate governance compliance measures in the conduct of the Group’s businesses. The Policy focuses on discipline, good conduct, professionalism, loyalty and integrity, and cohesiveness, which are seen to be critical success indicators of the Group. The Group will take reasonable and appropriate measures to ensure that its businesses do not participate in corrupt activities for its advantage or benefit.
This Policy is supplemental to and shall be read together with TCTB’s internal policies and procedures, Whistleblowing Policy and Code of Ethics and Conduct.
Serves to ensure all Directors, employees of the Group and Business Associate are guided on standards of behaviour to be in compliance with all applicable laws, rules and regulations in discharging their duties. The policy is non- exhaustive and is subject to review to further include additional obligations that the Directors, employees of the Group and Business Associate are expected to adhere to in the performance of their duties.
Applicable to all Directors (Executive and Non-Executive) of the Group, employees (including full-time, probationary, contract and temporary staff) of the Group and Business Associate. Each employee of the Group has a duty to read and understand the policy. Violation of any of the policy’s provisions may result in disciplinary action, including termination of employment.
DEFINITION OF BRIBERY, CORRUPTION AND GRATIFICATION
For the purpose of this Policy, bribery includes, but is not limited to, the promising or granting or the requesting or receiving of benefits in money or money’s worth to a person with the aim of influencing that person in order to obtain business or reward improperly or to gain any improper commercial, contractual, regulatory or personal advantage. It is the offer, promise, giving, soliciting, demanding or acceptance of an advantage as an inducement for an action which is illegal, unethical or a breach of trust. The most obvious form of inducement is the giving / offer of money, gifts, loans, fees, rewards, goods or an advantage, but it can include the promise of favours in the future.
Corruption is the abuse of entrusted power for personal gain. Conflict of interest may arise in situations where personal interest either interfere, has the potential to interference, or is perceived to interfere with :-
Objectivity in performing professional obligations and duties.
Exercising of judgement in the discharge of duties and responsibilities as well as in decision making.
The individual’s official position, company’s working hours, resources and assets or information accessible to him or her may be misused for personal interest or to the company’s disadvantage.
Definition under section 3 of Malaysian Anti-Corruption Commission Act 2009
- money, donation, gift, loan, fee, reward, valuable security, property or interest in property being property of any description whether movable or immovable, financial benefit, or any other similar advantage;
- any office, dignity, employment, contract of employment or services, and agreement to give employment or render services in any capacity;
- any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part;
- any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction or percentage;
- any forbearance to demand any money or money’s worth or valuable thing;
- any other service or favour of any description, including protection from any penalty or disability incurred or apprehended or from any action or proceedings of a disciplinary, civil or criminal nature, whether or not already instituted, and including the exercise or the forbearance from the exercise of any right or any official power or duty; and
- any offer, undertaking or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (1) to (6).
This Policy is not set out to prohibit common practices which are proportionate, properly recorded, and lawful in the jurisdiction they are carried out. Practices that are aimed at establishing/strengthening relationships with suppliers and customers while promoting the Group’s products and/or services, must be carried out in moderation, be transparent without expecting the recipient to reciprocate either by performing, or failing to perform, any other task in return.
COMMON FORMS OF BRIBERY & CORRUPTION
Policy on Accepting Gifts by Third Parties or Giving Gifts to Third Parties
The Group’s policy on accepting gifts by third parties or giving gifts to third parties does not prohibit normal and transparent gifts that are deemed appropriate in nature, moderate in value, occasional and bona fide corporate hospitality, in the course of ordinary business, unless :-
- The exchange was made with the intention of receiving or performing personal favours or benefits;
- Has the propensity to inappropriately influences business decision made by the recipient;
- Portrays or has the potential to create the appearance of impropriety; and
- Places the Group’s Business Associate or regulatory body in an obligatory position whether present or
Acceptance or giving of the following are strictly and expressly prohibited by the Group:
- Gifts of gratuities or other items requested by staff members or any third parties that would benefit them personally, regardless of its value;
- Gifts received or given during a tender process involving the giver or recipient;
- Gifts of cash or cash equivalent (such as gift cards or certificates, lavish or unreasonable gifts, hospitality loans, fees, rewards, commissions, coupons, discounts or any other related forms);
- Gifts prohibited by local law;
- Gifts that the recipient knows the giver is not permitted to give; and
- Gifts otherwise denied or previously denied by the Company.
The Group recommends that both, gifts received or presented used to benefit all employees ought to be recorded and be acknowledged by the giver in writing while setting out how that gift was distributed or utilised.
The staff of the Group are expected to exercise sound judgement when accepting gifts and are required to obtain advice from their immediate superior, head of department or a member of the legal team (wherever applicable) if they are in any doubt.
Policy on Invitation to Entertainment
The Group is committed to undertake and perform business with integrity and transparency but also appreciates the occasional offer of gifts and/invitations for meals or social events while preventing suspicion of corruption or misuse of Group’s assets.
To ensure that gifts/invitations are only accepted appropriately, the following guidance are always to be adhered to by the staff of the Group:
Invitations to Lunch, Dinner and/or Social Events offered by Third Parties
- Must be reasonable, proportionate, and made in good faith to improve the image of a commercial organisation or establish cordial relations;
- The recipient should never create the appearance of receiving a bribe, a payoff, obtaining and retaining business, or securing a biased and unfair advantage;
- The giver should not be seen to be entitled to receive preferential treatment, obtain an improper or unfair advantage through the invitation; and
- Is reasonable and appropriate in the context of the business occasion.
Acceptance or giving of the following are strictly and expressly prohibited by the Group:
- Any events that would undermine or damage the reputation of the Group, eg. adult entertainment, gambling, lewd behaviour;
- Invitations that the recipient knows he or she is unable to accept;
- Invitations otherwise denied or previously denied by the management of the Group; and
- Invitations made amidst a tender process involving the giver or recipient.
The staffs of the Group are expected to exercise sound judgement when accepting any offers to invitation that are above RM300 and are required to obtain advice from their head of department or a member of the legal team if they are in any doubt.
Policy on Accepting Travel Offers by Third Parties
Occasionally, the Group deems its appropriate for third parties to pay for travel-related expenses for its staff. However, the said offer of travel must be approved by the staff’s head of department, who should take into serious consideration the following:
- The primary purpose of the travel must be business related
- Itinerary minimises side trips and avoids tourist destinations
- Travel offered for family members is not allowed
The staff of the Group is expected to exercise sound judgement when travel offers and are required to obtain advice from their head of department or a member of the legal team if they are in any doubt.
Facilitation payments refer to unofficial payments or other advantages made to secure or expedite performance of a routine action by an officer of a public body. Directors or employees shall not promise or offer facilitation payments to an officer of any public body. However, there could arise circumstances in which the Directors or employees have no alternative but to make a facilitation payment in order to protect themselves from injury, loss of life or liberty where their security is at stake. Any request for facilitation payment must be reported immediately to the superior or Head of Division or management for further advice.
Donations & Sponsorships
Donations and sponsorships may be given for legitimate or valid causes to support local community or welfare development and reciprocal business arrangements. However, it must be ensured that donations and sponsorships are not used as a scheme to conceal bribery or corruption practices or to influence business decisions.
The Directors must ensure the following :-
- Request for donation and sponsorship is to be supported by an official request in writing by the intended recipient;
- Background and reputation of the intended recipient is to be reviewed in writing before approval by immediate superior or management;
- Upon receipt of donation / sponsorship by the recipient, receipt of acknowledgement is to be obtained from the recipient.
Subject to prevailing laws governing political contributions, the Group may contribute to political parties or candidates, subject to the Management and Board of Directors’ approval and maintenance of accurate records on contributions made.
As part of the Group’s commitment to combat bribery, the Group expects all Business Associate to refrain from bribery.
- If suspicion of bribery and corruption arises in the dealings with any Business Associate, the Group shall seek an alternative provider of the services / goods.
- The Group expects all Business Associate acting on behalf the Group to contractually agree to refrain from bribery and corruption, and to adhere to this Policy.
- If the Group is not satisfied that bribery and corruption prevention has been upheld, due diligence shall be undertaken with regard to any Business Associate intending to act on the Group’s behalf.
- The extent of the due diligence should be risk-based and shall include a bribery risk assessment. Due diligence may include a search through relevant databases, checking for relationships with public officials, and documenting the reasons for choosing one particular Business Associate over another.
- The Group shall endeavour to include clauses in all contracts enabling the Group to terminate any contract in which bribery or corruption has been observed.
- The Group strives to build and strengthen its relationships with Business Associate. In ensuring that the Business Associate adhere to industry best practice and accepted standards of behaviour, Business Associate may be required to complete the Business Partner Compliance Verification form, where deemed necessary based on circumstantial requirements.
- Guidance and standards for appropriate practices and behaviours are expected to also be regulated to prevent corrupt practices.
RESPONSIBILITIES OF EMPLOYEES
Employees are responsible for understanding and complying with this Policy. In particular, the role of all employees includes the following:
- Be familiar with applicable requirements and directives of this Policy and communicate them to subordinates;
- Promptly record all transactions and payments accurately and in reasonable detail;
- Always raise suspicious transactions to immediate superiors for guidance on next course of action; and
- Promptly report violations or suspected violations through appropriate channels.
RECORD MANAGEMENT & CONTROL
Accurate and complete invoices, documents, and records of all the Group’s transactions with third parties including customers, suppliers, and business contacts are to be maintained to ensure they are bona fide and conform to generally accepted and applicable laws and regulations.
TRAINING AND COMMUNICATION
This Policy is a public document which published in our website and shall be communicated to all our employees and Business Associate. Our employees and Business Associate are required to understand the Company position on anti-bribery and anti-corruption.
Adequate training on this Policy shall be provided to our employees, especially to new recruits. This Policy must be communicated to all the new Business Associate at the outset of our business relationship with them and as appropriate thereafter. Wherever possible, all the Business Associate should be sent a copy of this Policy at the outset of the business relationship or shall always refer to this Policy published on our Company’s website.
AWARENESS & COMPLIANCE WITH LAWS & REGULATIONS
The Group is committed to always comply with applicable laws, rules, and regulations of all relevant authorities in jurisdictions where it operates. Appropriate and reasonable measures shall be taken to ensure the Group complies with the Policy (including any amendment thereof).
Reporting of Violation of Policy
An employee of the Group who encounters actual or suspected violation of the Policy is encouraged to :-
- obtain independent advice, if he or she is not certain of an appropriate legal or ethical course of action; and
- whistle blow or report any concerns through appropriate channels under the Group’s Whistle Blowing Policy and Procedures.
No individual shall be discriminated against or subject to any form of reprisal for :-
- refusing to pay or receive bribes or participate in any form of unethical activities; and
- raising or reporting genuine suspicions, concerns or queries in good faith on actual or suspected violation of the Policy.
Should an investigation conclude that an improper conduct had been committed, the matter shall be handled in accordance with the Group’s disciplinary procedures and applicable laws and regulations of the jurisdiction in which the Group is situated in. Improper conduct includes but limited to illegal act, malpractice, unethical conduct, and other forms of wrongful conduct, which if proven, constitutes a disciplinary or criminal offence.
All employees are required to sign a Staff Declaration Form on the Policy that they have read, understood and will abide by the Policy before returning the Form to Human Resource Department for safekeeping.
MONITORING & REVIEW OF POLICY
The Group is aware that managing a framework that spells out its internal policy on anti-bribery and corruption is a continuous process that requires systematic reviews and monitoring to ensure its objectives are met. The Group and the Board shall jointly review and monitor compliance of the Policy regularly or when there are changes or amendments in the relevant legislation or business environment, which may impact the Group’s businesses locally or overseas.
The Board of Directors of Tex Cycle Technology (M) Berhad has adopted this formal Board Charter, detailing the functions and responsibilities of the Board and delegated authority to management.
1.0 INTRODUCTION TO THE BOARD CHARTER
1.1. General This Board Charter sets out the principals governing the Board of Tex Cycle Technology (M) Berhad.
1.2 Board Approval The Board had approved this Board Charter. The Board may approve updates and amendments to this Board Charter from time to time.
1.3 Definitions Unless the contrary intention is expressed in this Board Charter, the following words (when used in this Board Charter) have the meaning set out below:
- Board means the Board of Directors of Tex Cycle Technology (M) Berhad from time to time.
- Company means Tex Cycle Technology (M) Berhad (642619-P) having its registered office at 5-9A, The Boulevard Offices, Lingkaran Syed Putra, Mid Valley City, 59200 Kuala Lumpur
- Group means Company and its subsidiaries.
2.0 ROLE OF THE BOARD
- The Board has the primary responsibility for guiding and monitoring the business and affairs of the Group including compliance with the Company’s corporate governance objectives.
- In giving effect to this Board Charter, each Director will at all times act honestly, fairly and diligently in all respects in accordance with the law applicable to the Company.
- Each Director will at all times act in the interests of shareholders of the Company and of the Company as a whole, and will have regard to the interests of employees and customers of the Group and the community and environment in which the Group operates.
- The Board will seek to support and maintain a culture within the Group that embraces and establishes the principles set out in this Board Charter.
3.0 DUTIES AND RESPONSIBILITIES OF THE BOARD
The Board is responsible to shareholders for the management and performance of the Group, including the following matters:
3.1 Strategic and Financial Objectives of The Group
- Evaluating, approving and monitoring the Company’s strategic and financial plans for the Group;
- Evaluating, approving and monitoring the annual budgets and business plans and evaluating the Group’s performance in relation to them;
- Evaluating, approving and monitoring the progress of major capital expenditure, capital management, acquisitions, divestitures and all major corporate transactions including the issue and buy-back of any securities of the Company;
- Monitoring major litigation;
- Approving all financial reports to be published and related stock exchange announcements;
- Monitoring other material reporting and external communications by the Company;
- Approving the dividend policy and payment of dividends;
- Appointing external auditors (subject to shareholder’s approval); and
- Considering and reviewing the social, ethical and environmental impact of the Group’s activities and determining, monitoring and reviewing standards and policies to guide the Group in this regard.
3.2 Company Secretary Appointing and removing the Company Secretary.
3.3 Risk and Compliance Management
- Monitoring the Group’s performance in relation to best practice principals of Corporate Governance;
- Approving and monitoring the Group’s risk management strategy, internal controls and reporting systems (including their establishment and maintenance), evaluating and reporting on their effectiveness and identifying and rectifying significant deficiencies;
- Approving and monitoring compliance with the Company’s Code of Ethics, Code of Conduct and other material policies;
- Monitoring and reviewing the Group’s operations in relation to and compliance with legal and regulatory requirements; and
- Dealing with sensitive or unusual matters of a material nature.
3.4 Communication with shareholders
Disclosure to and communicating with the Company’s shareholders and the community, at the appropriate times, the results of and developments in the business operations of the Group.
3.5 Referrals from Committees
- Dealing with matters referred to it by any Board Committee.
4.0 COMPOSITION AND STRUCTURE OF THE BOARD
- The Board shall comprise one third of independent non-executive Directors.
5.0 MEETINGS OF THE BOARD
Board meetings are to be held at least every quarter and the Secretary will be required to give reasonable notice of a meeting;
- Other meetings may be held provided that sufficient notice is given to all Directors;
- The Chairman will call a meeting of the Board if so requested by minimum three Directors on urgent case basis Director; and
- The Chairman of the meeting may request the attendance of any person at a meeting who is responsible for, or associated with, a matter included as an agenda item at a meeting.
6.0 BOARD COMMITTEES AND DELEGATION
To assist the Board in fulfilling its duties and responsibilities, it has established three committees:
- Audit Committee;
- Nomination Committee; and
- Remuneration Committee.
(hereinafter collectively referred to as “Committees”)
- The Board will adopt the terms of reference in respect of all Committees, addressing the role, duties and responsibilities, composition and structure, administration and any other matters the Board determines relevant to such Committee;
- The Board will appoint members to the Committees and make changes to membership;
- The Board will regularly evaluate the operations of the Committees;
- All directors will receive copies of Committees papers, including minutes, in respect of each Committee and may attend meetings of Committees of which there are not members; and
- The Board delegates carriage of the operation and management of the Group’s business to the Chief Executive Officer and the Senior Management team.
7.0 INDEPENDENT EXTERNAL ADVICE
The Board, an individual Director or a Committee may engage an independent external adviser in relation to any Board matter, at the expenses of the Company. Before the external advise is sought, consent needs to be obtained. In case of:
- the Board – from the Chairman;
- an individual Director – from the Chairman or the relevant Committee Chairman, as the case may be; and
- A Committee – from the Committee Chairman.
The Chairman or a Committee Chairman, as applicable, may determine that any external advise received by an individual Director be circulated to the remainder of the Board.
8.0 DIVISION OF RESPONSIBILITY BETWEEN THE BOARD AND SENIOR MANAGEMENT
The Board is responsible for setting the strategic direction for the Company, establishing goals for management and monitoring the achievement of these goals. The Chief Executive Officer is responsible to the board for the day-to-day management of the Company with all powers, discretions and delegations authorised, from time to time by the Board. In turn, the Senior Management team and the Chief Executive Officer is responsible to the Board relative to their particular areas of responsibility.
9.0 ASSESSMENT AND EVALUATION OF BOARD’S PERFORMANCE
The Board shall undertake an annual performance evaluation of itself that:
- compares the performance of the Board with the requirements of this Charter;
- sets forth the goals and objectives of the Board for the upcoming year; and
- effects any improvements to the Board Charter deemed necessary or desirable.
The performance evaluation shall be conducted in such manner as the Board deems appropriate.
10.0 REVIEW OF CHARTER
The Board will regularly review the Board Charter and make any changes it determines necessary or desirable from time to time to ensure that it continues to reflect the spirit of all applicable laws and regulations and Tex Cycle Technology (M) Berhad commitment to its staff and the community and environment in which the Group operates.
This Code of Conduct was adopted by the Board of Directors of TEX CYCLE TECHNOLOGY BERHAD for the Directors and Senior Management (“the management”) of the Company. This Code provides guidance to the management to practice, manage and conduct the business and operations of the Company to its ethical standards.
Responsibilities/Honest & Ethical Conduct
The management is required to act in accordance with the highest standards of personal and professional integrity, honestly, ethical and legal conduct when acting on behalf of the Company.
The management shall:-
- Act in the best interests of, and fulfill their fiduciary obligations to the Company,
- Act honestly, fairly, ethically and with integrity,
- Conduct themselves in a professional, courteous and respectful manner and not take improper advantage of their position,
- Will deal fairly with all stakeholders,
- Act in a manner to enhance and maintain the reputation of the Company
- Help create and maintain a culture of high ethical standards and commitment to compliance.
Conflict of Interest
The management is expected to avoid and disclose any situation or matter that creates or appears to create a conflict between the personal and company’s interests.
The management is required to disclose any personal interest that they may have regarding any matters that may come before the Board and abstain from discussion, voting or otherwise influencing a decision on any matter in which the concerned person has or may have such an interest. The management is also required to abstain from discussion, voting or otherwise influencing a decision on any matters that may come before the Board in which they may have a conflict or potential conflict of interest.
The common conflicts from which the management must refrain or disclose are as follow:-
- Activities/matters or dealings with related person or company which he/she and his or her relatives are interested
- Any outside employment, business, professional or other activities that would directly or indirectly materially adversely affect the Company
- Acceptance of directorship on the Board of other companies which may appear or arise doubt of a conflict of interest
- Divert business opportunities of the Company which may result or appear to have personal gain
- Investments that may create appearance of conflict of interest (i.e. Significant investment in a competitor, supplier, customer or distributor)
- Gifts that is more than modest value or the acceptance of the gifts could create the appearance of a conflict of interest
- Personal use of Company assets such as fixed assets, labour/staff or information unless approved by the Board of Directors
- Other situation/matter/activities that may possibly arise any questions or doubts of the person conflict of interest
The management is required to respect the confidentiality information relating to the affairs of the Company acquired in the course of their service as the management, except when authorized or legally required to disclose such information. The management must not use the confidential information for their personal advantage or for the advantage of any other entity.
For the purpose of this Code, “confidential information” includes all non-public information relating to the Company.
Anti-Bribery and Corruption
The management is required to comply with the Company’s policies and procedures of Anti-Bribery and Corruption Act.
The management is required to conduct the business and operations of the Company in accordance with all applicable laws, rules and regulations. The management shall acquire appropriate knowledge of the legal requirements relating to their duties to enable them to perform their obligation diligently. The management should also comply with the internal policies and procedures of the Company to the extend applicable to them including but not limited to compliance with prohibition of insider trading laws.
The management shall read and fully understand this Code of Conduct and is required to comply with the policies and principles contained therein. Any violation of the Code shall be reported to the Chairman of the Board.
The Board of Directors (“Board”) of Tex Cycle Technology (M) Berhad (the “Company”) and its subsidiaries (the “Group”) has adopted the Fit and Proper Policy to ensure a formal, rigorous and transparent process for the appointment and re-election of Directors and senior management of the Company and its subsidiaries.
In formulating this policy, the Company is obliged to comply with the requirements contained in the ACE Market Listing Requirements (“AMLR”) of Bursa Malaysia Securities Berhad and other applicable rules and regulations at the prevailing country to ensure compliance with the obligations imposed.
This Policy aims to guide the Company’s Nomination Committee and the Board in their review and assessment of candidates who are to be appointed onto the Board as well as directors who are seeking for re-election.
The general criteria that form the overarching criteria in relation to the Policy are outlined below:
a) Character and integrity;
b) Experience and competence; and
c) Time and commitment
FIT AND PROPER CRITERIA
The general criteria that may form the overarching criteria in relation to this fit and proper policy are outlined below:
Character and integrity
• is compliant with legal obligations, regulatory requirements and professional standards
• has not been obstructive, misleading or untruthful in dealings with regulatory bodies or a court
(ii) Personal integrity
• has not perpetrated or participated in any business practices which are deceitful, oppressive, improper (whether unlawful or not), or which otherwise reflect discredit on his professional conduct
• service contract(s) (i.e. in the capacity of management or director) had not been terminated in the past due to concerns on personal integrity
• has not abused other positions (i.e. political appointment) to facilitate government relations for the company in a manner that contravenes the principles of good governance
(iii) Financial integrity
• manages personal debts or financial affairs satisfactorily
• demonstrates ability to fulfil personal financial obligations as and when they fall due
• is of good repute in the financial and business community
• has not been the subject of civil or criminal proceedings or enforcement action, in managing or governing an entity for the past 10 years
• has not been substantially involved in the management of a business or company which has failed, where that failure has been occasioned in part by deficiencies in that management
Experience and competence
(i) Qualifications, training and skills
• possesses education qualification that is relevant to the skill set that the director is earmarked to bring to bear onto the boardroom (i.e. a match to the board skill set matrix)
• has a considerable understanding on the workings of a corporation
• possesses general management skills as well as understanding of corporate governance and sustainability issues
• keeps knowledge current based on continuous professional development
• possesses leadership capabilities and a high level of emotional intelligence
(ii) Relevant experience and expertise
• possesses relevant experience and expertise with due consideration given to past length of service, nature and size of business, responsibilities held, number of subordinates as well as reporting lines and delegated authorities
(iii) Relevant past performance or track record
• had a career of occupying a high-level position in a comparable organisation, and was accountable for driving or leading the organisation’s governance, business performance or operations
• possesses commendable past performance record as gathered from the results of the board effectiveness evaluation
Time and commitment
(i) Ability to discharge role having regard to other commitments
• able to devote time as a board member, having factored other outside obligations including concurrent board positions held by the director across listed issuers and non-listed entities (including not-for-profit organisations)
(ii) Participation and contribution in the board or track record
• demonstrates willingness to participate actively in board activities
• demonstrates willingness to devote time and effort to understand the businesses and exemplifies readiness to participate in events outside the boardroom
• manifests passion in the vocation of a director
• exhibits ability to articulate views independently, objectively and constructively
• exhibits open mindedness to the views of others and ability to make considered judgment after hearing the views of others
PROCEDURE FOR FIT AND PROPER ASSESSMENT
The fit and proper assessments on each person within the scope of this policy document shall be conducted both prior to initial appointments or whenever the Group becomes aware of information that may materially compromise a person’s fitness and properness.
The Group must support the fit and proper assessments with relevant information in relation to the person being assessed. Where significant reliance is placed on information that is obtained from the person being assessed, and that information is material to the determination of the person’s fitness and properness, the Group shall take reasonable steps to verify the information against independent sources.
The Group shall have regard to the factors set out in Section 3 in assessing a person’s fitness and properness. The Group shall assess the factors individually, as well as collectively, taking into account their relative importance.
Failure to meet one factor on its own does not necessarily mean failure to meet the fit and proper criteria. The Group should consider the circumstances surrounding a person’s failure to meet specific factors, including the lapse of time since the occurrence of events, other contributing factors and the potential risks posed to the Group.
The assessment process will involve a good measure of judgement, which should be exercised objectively and in the best interests of the Group. The Group should consider that information relevant to such assessment may vary depending on the degree of an individual’s influence and responsibilities in the affairs of the Group.
PERIODIC REVIEW AND DISCLOSURE
This Policy shall be reviewed periodically by the Board and be revised at any time as it may deem necessary in accordance with the needs of the Company, the AMLR and/or any other applicable laws enforced at the time being.
Whilst the Company should disclose the customised considerations and expectations in this Policy, the Company will not disclose any sensitive and confidential information.
The Audit Committee shall be appointed by the Board from amongst the Directors and shall consist of not less than three (3) members, a majority of whom shall be Independent Directors. All members of the audit committee should be non-executive directors.
The members of the Audit Committee shall elect a chairman from among their members who shall be an independent director. No alternate director shall be appointed as a member of the Audit Committee.
At least one (1) member of the Audit Committee:-
a) must be a member of the Malaysian Institute of Accountants; or
b) if he/she is not a member of the Malaysian Institute of Accountants, he/she must have at least three (3) years’ working experience and:
- he/she must have passed the examinations specified in Part I of the First Schedule of the Accountants Act, 1967; or
- he/she must be a member of one (1) of the association of accountants specified in Part II of the First Schedule of the Accountants Act, 1967; or
- fulfils such other requirement as prescribed by the Bursa Securities.
Meeting and Minutes
Meetings shall be held not less than four (4) times a year, and will normally be attended by the Chief Executive Officer, General Manager of Finance and other senior management, if necessary. The presence of external and/or internal auditors will be requested, if required. Other members of the Board and senior management may attend meetings upon the invitation of the Audit Committee. Both the internal and/or external auditors may request a meeting if they consider it to be necessary. The Audit Committee shall meet with the external auditors without executive board members present at least twice a year.
The Secretary to the Audit Committee shall be the Company Secretary. The Chairman of the Audit Committee shall report on each meeting to the Board.
The Audit Committee is authorised by the Board to investigate any activity within its terms of reference and shall have unrestricted access to any information pertaining to the Group, both the internal and external auditors and to all employees of the Group. The Committee is also authorised by the Board to obtain external legal or other independent professional advice as necessary in the discharge of its duties.
Responsibilities and Duties
In fulfilling its primary objectives, the Audit Committee undertakes, amongst others, the following responsibilities and duties:-
a) To discuss with the external auditors, prior to the commencement of audit, the audit plan which states the nature and scope of audit;
b) To review major audit findings arising from the interim and final external audits, the audit report and the assistance given by the Group’s officers to the external auditors;
c) To review with the external auditors, their evaluation of the system of internal controls, their management letter and management’s responses;
d) To review the following in respect of internal audit:-
- adequacy of scope, functions and resources of the firm of internal auditors (that was engaged to undertake the internal audit function) and that it has the necessary authority to carry out its work;
- the internal audit programme and results of the internal audit process and, where necessary, ensure that appropriate actions are taken on the recommendations of the internal audit function;
- the major findings of internal audit investigations and management’s response, and ensure that appropriate actions are taken on the recommendations of the internal audit function.
- review any appraisal or assessment of the performance of members of the internal audit function;
- review and approve any appointment or termination of senior staff members of the internal audit function; and
- take cognisance of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning.
e) To review the quarterly reporting to the Bursa Securities and year end annual financial statements of the Group before submission to the Board, focusing on:-
- compliance with accounting standards and regulatory requirements;
- any major changes in accounting policies;
- significant and unusual items and events.
f) To review any related party transaction and conflict of interest situation that may arise within the Group including any transaction, procedure or course of conduct that raises questions of management integrity;
g) To consider the nomination and appointment of external auditors, as well as the audit fee;
h) To review any letter of resignation from the external auditors and any questions of resignation or dismissal;
i) To review whether there is reason (supported by grounds) to believe that the external auditors are not suitable for re-appointment;
j) To verify that the allocation of options pursuant to the Employees’ Share Options Scheme of the Company is in accordance with the criteria for allocation established under the scheme at the end of each financial year; and
k) To promptly report to Bursa Securities if it is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the Listing Requirements.
TEX CYCLE TECHNOLOGY (M) BERHAD
(Company No. : 642619-P)
(Incorporated in Malaysia)
TERMS OF REFERENCE OF REMUNERATION COMMITTEE
The Committee shall be appointed by the Board from among the Directors of the Company consisting wholly or mainly of non-executive Directors.
It shall consist of not less than three (3) members.
Two (2) members shall form a quorum for meetings.
The members of the Committee shall elect a Chairman from among their members who shall be an Independent Non-Executive Director. In the absence of the Chairman of the Remuneration Committee, the remaining members present shall elect one of their members as Chairman of the meeting.
The Secretary to the Remuneration Committee shall be the Company Secretary or his representative(s).
5. Meetings and Minutes
a. The Remuneration Committee shall meet at least once a year or at such other times as the Chairman of the Committee deems necessary.
b. Minutes of meetings should be recorded and kept.
c. Question arising shall be decided by a majority of votes and determination by a majority of members shall for all purposes be deemed a determination of the Remuneration Committee.
d. In the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote provided that where two (2) members form a quorum, the Chairman of the meeting at which only such a quorum is present, or at which only two (2) members are competent to vote on the question at issue, shall not have a casting vote.
6. Scope of Responsibilities
a. To recommend to the Board the framework of Executive Directors’ remuneration and the remuneration package for each Executive Director, drawing from outside advice as necessary.
b. To recommend to the Board, guidelines for determining remuneration of Non-Executive Directors.
c. To recommend to the Board any performance related pay schemes for Executive Directors.
d. To review Executive Directors’ scope of service contracts.
e. To consider the appointment of the service of such advisers or consultants as it deems necessary to fulfill its functions.
7. Reporting Procedures
a. The remuneration of Directors shall be the ultimate responsibility of the full Board after considering the recommendation of the Committee.
b. Executive Directors do not participate in discussion on their own remunerations.
c. The determination of remuneration packages of Non-Executive Directors should be a matter for the Board as a whole.
d. Level of remuneration should be sufficient to attract and retain the Directors needed to run the Company successfully.
e. Membership of the Remuneration Committee.
f. Decisions and recommendations of the Committee shall be reported to the Board.
REVISED TERMS OF REFERENCE
The primary objective of the Nominating Committee is to act as a committee of the Board to assist in discharging the Board’s responsibilities in: –
- assessing each of the existing directors’ ability to contribute to the effective decision making of the Board;
- identifying, appointing and orientating new directors;
- reviewing the mix skills and experience and other qualities the Board requires for it to function independently and efficiently;
- membership of the Audit and Remuneration Committees and any other Board Committees as appropriate, in consultation with the chairmen of those committees;
- assessing and evaluating the effectiveness of the Board as a whole and the board committees, assessing the performance of independence of Independent Non-Executive Directors and Chief Executive Officer/Managing Director; and
- identifying and recommending directors who are to be put forward for retirement by rotation in accordance with the Company’s Articles of Association.
The Nominating Committee shall be appointed by the Board of Directors from among their members and shall consist of not less than three (3) members. All the members shall be Non-Executive Directors, the majority of whom shall be independent Directors.
The quorum for each meeting shall be two members present.
The Chairman of the Nominating Committee shall be an Independent Non-Executive Director. In the absence of the Nominating Committee Chairman, the remaining members present shall elect one of them to chair the meeting.
The number of Meetings shall be held not less than once a year and additional meetings shall be held as required. A member may at any time and the Secretary shall on the requisition of a director summon a meeting of the Nominating Committee.
Questions arising at any meeting of Nominating Committee shall be decided by a majority of votes and a determination by a majority of members shall for all purposes be deemed a determination/decision of the Nominating Committee.
In the case of an equality of votes, the chairman of the meeting shall have a second or casting vote PROVIDED THAT where two (2) members form a quorum, the Chairman of the meeting at which only such a quorum is present, or at which only two members are competent to vote on the question at issue, shall not have a casting vote.
Minutes of Meeting shall be recorded and kept.
The Company Secretary shall be the Secretary of the Nominating Committee.
The Nominating Committee shall have the following responsibilities:-
(a) Recommend to the Board, candidates for all directorships to be filled by the shareholders or the Board. In making its recommendations, the Nominating Committee should consider the candidates’
– skills, knowledge, expertise and experience;
– integrity; and
– in the case of candidates for the position of independent non-executive directors, the Nominating Committee should also evaluate the candidates’ ability to discharge such responsibilities/functions as expected from independent non-executive directors.
- Consider in making its recommendations, candidates for directorship proposed by the Chief Executive Officer/Managing Director and, within the bounds of practicability, by any other senior executive or any director or shareholder.
- Recommend to the Board, directors to fill seats on Board Committees.
- Assess the effectiveness of the Board as a whole.
- Assess the effectiveness of the committees of the Board.
- Assess the contribution of each individual director.\
- Review and recommend to the Board the required mix of skills and experience and other qualities the Board requires in order to function independently and efficiently.
- Develop and review the criteria used for the selection process of new directors and annual assessment of the board, board committees and individual directors.
- Formulate a policy on Board composition including mix of skills, independence and diversity (including gender diversity).
- Assess the independence of the Directors annually who have served on the Board for a cumulative term of more than nine (9) years for appointment or otherwise.
- Review the training and professional development programs for the Board.
- Develop succession plans in order for the Board to maintain appropriate experience, expertise and diversity (including gender diversity).
- Consider gender diversity generally when making appointments to the Board.
WHISTLE BLOWING POLICY
Tex Cycle Technology (M) Berhad group of companies (herein after refers as the “Company“) is committed to achieving the highest possible ethical standards in all of its practices. To achieve these means it encourages freedom of speech. All of us at one time or another has concerns about what is happening at work. Usually these concerns are easily resolved. However, when they are about unlawful conduct, financial malpractice or dangers to the Company or the environment, it can be difficult to know what to do.
Employees may be worried about raising such issues or may want to keep the concerns to themselves, perhaps feeling that it is none of their business or that it is only a suspicion. Employees may feel that raising the matter would be disloyal to colleagues, managers or to the Company. Employees may decide to say something but find that they have spoken to the wrong person or raised the issue in the wrong way and are not sure what to do next.
The Company has introduced this policy to encourage all employees to release any information that is evidence of illegal, immoral conduct or malpractices in the Company.
The Board is committed to this policy. If employees raise a genuine concern under this policy, they will not be at risk of losing their job or suffering any form of victimization. Provided they are acting in good faith, reasonably believe that information and any allegations contained in it are substantially true and they are not acting for personal gain. The Company does not extend this assurance to someone who maliciously raises a matter they know are untrue. The Company will not tolerate the harassment or victimization of anyone raising a genuine concern however the Company recognize that an employee may nonetheless want to raise a concern in confidence under this policy. The Company will protect the identity and will not disclose it without the employee’s consent.
How to Raise a Concern
If the employee has a concern about malpractice, they could raise it with his/her own or any other Head of Department or the Managers or the Managing Director whoever is comfortable to the employee. This may be done orally or in writing such as using e-mail or existing suggestion box. If the particular employee feels unable to raise the matter to the above channels for whatever reason, then they may raise the matter directly to the Chairman of Audit Committee, Ms Carrie Ho Ai Hoon by email to email@example.com
If the concern is raised verbally, the person receiving the information should put it in writing as soon as is practicable to ensure that it properly reflects the concerns that have been raised. The employee must also indicate if the concern is to be treated in confidence. The person receiving the information will make judgment of that confidence before disclosing it to other person. Where appropriate, the matter raised may involve an internal inquiry or more formal investigation, be referred to the police or be referred to the external auditor. Subject to any legal constraints, the relevant employees will be informed of the final outcome of any investigation. However the Company may not be able to tell the precise action taken where this would infringe a duty of confidence owed by the Company to someone else.
What is Malpractice or Wrongdoing?
Malpractice and Wrongdoing will include the following. This is not, however a comprehensive list but is intended to illustrate the sorts of issue, which may be raised under the ‘Whistle Blowing Policy’:
Any unlawful act which is an offence or breach of civil/ criminal law
Any failure to comply with appropriate professional standards or with a legal obligation
Breach of trust, fraud, corruption or dishonesty
Damage to the environment
Health and safety risks to the public as well as employees
Unauthorized use of Company’s fund
Actions which are likely to cause significant loss or damage to Company’s income or property including misappropriation of assets, questionable or improper accounting
Failure to take reasonable steps to report and rectify any situation which is likely to give rise to a significant avoidable cost or loss of income to the Company
Abuse of power or the use of powers and authority for any unauthorized purpose
Discrimination in the Company’s employment or services
Action which considered as causing sexual harassment or physical abuse or danger to any person
Breach of Company’s Group Policies and Authorities
Misuse of Company’s confidential information
Actions which are unethical, unprofessional, inappropriate or conflict with a general understanding of what is right and wrong
The identified Senior Management or his designate is responsible for the administration, revision, interpretation and application of this policy. The policy will be reviewed annually and revised as needed.