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CORPORATE GOVERNANCE

Rules (including circulars and letters) from the regulators shall automatically supersede the existing operating policies and procedures herein stated. As soon as practicable, the operating policies and procedures will be amended to be in line with the rules.

  • Board Charter
  • Terms Of Reference
  • Code Of Business Conduct & Ethics For Directors
  • Policies
  • Corporate Governance Report
  • Constitution

BOARD CHARTER

  • The board of directors (“the Board”) of Taliworks Corporation Berhad (“the Company”) is committed to upholding the highest standards of corporate governance throughout the Company and its subsidiaries (“the Group”) by applying and adopting the pertinent best practices and principles of good governance in the discharge of the Board’s duties and responsibilities and in all dealings with its shareholders and relevant stakeholders.
  • All Board members are expected to exercise their powers and judgement for proper purpose, in good faith and in the best interest of the Company and the Group. Therefore, it is important for all Board members to act in a professional manner, thereby upholding the core values of transparency, integrity and enterprise with due regard to their fiduciary duties and responsibilities as directors of the Company.
  • The board charter of the Company (“Board Charter”) shall constitute, and form, an integral part of each Director’s duties and responsibilities.

The key objectives of this Board Charter are:

  • to specify how the Group is governed to promote the Group and protect and uphold the interests of shareholders as well as other stakeholders;
  • to list out the roles and duties of the Directors and how they relate to the Group’s overall mission and goals;
  • 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 laws and regulations affecting their conduct;
  • to ensure that the principles and practices of good corporate governance are applied in all the Directors’ dealings in respect, and on behalf of the Company; and
  • to exceed “minimum legal requirements” with due consideration of recognised standards of best practices locally and internationally.
  • The Board is charged with leading and managing the Group in an effective and responsible manner. Each Director has a legal duty to act in the best interest of the Group. The Directors, collectively and individually, are aware of their responsibilities to shareholders and stakeholders for the manner in which the affairs of the Group are managed. The Board is to set the Group’s values and standards and ensure that its obligations to its shareholders and stakeholders are understood and met.
  • The Board understands the responsibility for good corporate governance rests with them and therefore strives to follow the principles and practices stated in the Malaysian Code on Corporate Governance. The Board includes a narrative statement in the Company’s Annual Report on the extent of compliance with the principles and practices stated under each principle in the Corporate Governance Report made pursuant to the Main Market Listing Requirements (“Listing Requirements”).
  • The Company by its admission to the Official List of Bursa Malaysia Securities Berhad (“the Exchange”) is bound by the Listing Requirements, the Rules of the Exchange and the Rules of Bursa Malaysia Depository Sdn. Bhd.
  • The Board shall hold meetings in the manner as stated in Article 94 of the Company’s constitution at least once every quarter to facilitate the discharge of its 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.
  • The non-executive directors are encouraged to meet among themselves as and when required to discuss among others strategic, governance and operational issues of the Group.
  • Duties of the Board shall include establishing the corporate vision and mission, as well as the philosophy of the Group, setting the aims of the Management and monitoring the performance of the Management.
  • The Board shall assume the following specific duties:
    • reviewing and adopting a strategic plan for the Group;
    • overseeing the conduct of the Group’s businesses;
    • identifying principal risks and ensuring the implementation of appropriate internal controls and mitigation measures;
    • establishing a succession plan;
    • overseeing the development and implementation of a shareholder communication policy for the Group;
    • reviewing the adequacy and integrity of the management information and internal control system; and
    • ensuing the Group’s sustainability strategies, priorities and targets as well as ensuring that the performance against these targets is communicated to its internal and external stakeholders.
  • The Board shall establish written procedures determining which issues require a decision of the full Board and which issues can be delegated to Board Committees or the Management.
  • The Board reserves full decision-making powers, among others, on the following matters:
    • conflict of interest and potential conflict of interest issues relating to Director and key senior management and measures taken to resolve, eliminate, or mitigate such conflicts;
    • material acquisitions and disposition of assets not in the ordinary course of business;
    • annual budgets and investments in capital projects;
    • the limits of authority of the Board Committees and Management;
    • treasury policies;
    • risk management policies; and
    • key human resource issues.
  • The Board shall establish a procedure whereby the Directors, collectively or individually, may seek independent professional advice in furtherance of their duties at the Company’s expense.
  • The Board shall commit to ethical values through a Code of Business Conduct and Ethics for Directors and ensure the implementation of appropriate internal systems to support, promote and ensure its compliance.
  • The Board shall ensure that the Directors, chief executive and chief financial officer have the character, experience, integrity, competence and time to effectively discharge their respective roles.
  • The Board together with Management takes responsibility for the governance of sustainability in the Group including setting the Group’s sustainability strategies, priorities and targets. The Board shall take into account sustainability considerations when exercising its duties including among others the development and implementation of Group’s strategies, business plans, major plans of action and risk management.
  • The Board shall consist of qualified individuals with diverse experience, background and perspective. The composition and size of the Board are such that it facilitates the making of informed and critical decisions.
  • In principle, the appointment of Directors should benefit the Company and the Group with their diversity of skills, experience, knowledge, perspectives and insight from other businesses and sectors that are relevant to their roles. The Directors should possess the right calibre to ensure that their contribution to the Board and Board Committees remain relevant by: -
    • regularly updating their knowledge and skills by continuously attending trainings, seminars, forums and conferences, particularly on corporate ethics and integrity matters, risk management, latest developments or changes in statutes, relevant regulatory requirements and corporate governance practices;
    • gaining a good understanding of businesses and markets in which the Group operates through written reports and presentations by Management or external advisors;
    • bringing independent and external dimension as well as providing constructive comments on the Group’s strategies, policies, performance, resources and standards of conduct, through regular attendance and active participation in the Board and Board Committee meetings;
    • developing proposals on strategies and thereafter fully empowering and supporting the Chief Executive Officer (“CEO”) to implement the strategies; and
    • complementing the skills and experience of the CEO by reviewing and analysing the Group’s activities and associated risks.
  • At any one time, at least two (2) or one-third (1/3), whichever is higher, of the Board members shall be Independent Directors. Where the Chairperson of the Board is not an independent Director, the majority of Board members shall be independent Directors.
  • The positions of Chairperson and CEO are to be held by different individuals, and the Chairperson must be a Non-Executive member of the Board.
  • The Chairperson of the Board should not be a member of the Audit and Risk Management Committee, Nominating Committee or Remuneration Committee.
  • The profile of Board members shall be included in the Annual Report and/or website of the Company.
  • The CEO is the “Executive” Director on the Board. However, the views of the Management are represented at meetings of the Board by the presence of senior executives when required.
  • Identifying individuals of suitable quality and background is essential for a high performing Board. The nomination and appointment process is crucial to strong corporate performance as well as effective accountability.
  • The Independent Directors shall provide independent judgment, experience and objectivity without being subordinated to operational considerations.
  • The Independent Directors shall 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.
  • The views of the Independent Directors shall carry significant weight in the Board’s decision-making process.
  • The Board shall appoint a Senior Independent Director to whom shareholders’ concerns can be conveyed if there are reasons that contact through the normal channels of the Chairperson or the CEO has failed to resolve them. The Senior Independent Director shall chair the meetings between the Non-Executive Directors where both the Chairperson and Executive Directors do not attend.
  • The duties of the Senior Independent Director shall include acting as an intermediary for other Directors and the point of contact for the shareholders and other stakeholders, when necessary.
  • 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 shall clearly reflect this.
  • The appointment of a new Director is a matter for consideration and decision by the full Board upon appropriate recommendation from the Nominating Committee.
  • New Directors are expected to have such expertise to qualify them to make a positive contribution to the Board performance of its duties and to give sufficient time and attention to the affairs of the Company.
  • The Company Secretary shall have the responsibility of ensuring that relevant procedures relating to the appointment of new Directors are properly executed.
  • Upon the appointment of a new Director, the Company Secretary shall advise the Director of his/her principal duties and responsibilities and explains the restrictions to which he or she is subject to in relation to price-sensitive information and dealings in the Company’s securities.
  • The Company shall adopt educational/training programmes 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.
  • In addition to the Mandatory Accredited Programme as required by the Exchange, Board members are also encouraged to attend training programmes conducted by competent professionals and which are relevant to the Company’s operations and business. The Board, through the Nominating Committee, shall assess the training needs of the Directors and disclose in the Annual Report the trainings attended by the Directors.
  • The directorships held by any Board member at any one time shall not exceed any number as may be prescribed under the Listing Requirements or by any other relevant authorities.
  • Each Director should devote sufficient time to the Company and observe the following policies and procedures: -
    • to disclose to the Board, through the Nominating Committee, at the time of his/her appointment, and in a timely manner for any change, the number and nature of office held in public listed companies, non-listed companies or organisations and any other significant commitments;
    • to notify the Chairperson and the Board before accepting any new directorships and provide an indication of the time that will be spent in the new appointment which should include the time required to prepare and attend board and board committee meetings, general meetings, continuous training programmes, site visitation and major company events. At the beginning of each calendar year, a schedule for Board and Board Committee meetings are to be prepared and distributed to all Board Members for their reference. It is important that each Board Member allocates sufficient time for these meetings and attend all the scheduled meetings. If a Board Member is unable to attend any of the scheduled meetings, he/she should notify the Board, through the Company Secretary, as early as practicable;
    • to ensure that sufficient time and attention is allocated to the Company and that other commitments do not affect the effectiveness of their contribution or the time available in the discharge of their duties and responsibilities; and
    • to take an interest in the affairs of the Group, obtain a general understanding of its businesses and to follow up on all the unusual transactions that come to his/her attention.
    • to disclose and declare the nature and extent of any conflict of interest or potential conflict of interest including interest in any competing business, that they have with the Company and the Group.
  • Directors shall not accept appointment of directorship in other companies having similar businesses which may put them in a position of conflict with the Company.
  • Any appointment that may cast doubt on the integrity and governance of the Company should be avoided.
  • The Company shall avoid from appointing an active politician as a director on its Board. A person is considered politically active if he/she is a Member of Parliament, State Assemblyman or holds a position at the Supreme Council, or division level in a political party.

All Directors shall be subjected to retirement by rotation.

  • The Company aims to provide all Directors with timely and quality information and in a form and manner appropriate for them to discharge their duties effectively.
  • The Management shall be responsible for providing the Board with the required information in an appropriate and timely manner. The Chairperson, assisted by the Company Secretary, shall assess the type of information required to be provided to the Board. If the information provided by the Management is insufficient, the Board shall make further enquiries where necessary to which the persons responsible will respond as fully and promptly as possible.
  • A full agenda and comprehensive Board papers shall be circulated to all Directors within a reasonable period in advance of each Board meeting. Upon conclusion of the meeting, the minutes are circulated in a timely manner.
  • Among others, the Board papers shall include the following:
    • quarterly financial report including that of the Group’s cash and borrowing positions;
    • minutes of meetings of all Committees of the Board;
    • current review of the operations of the Group;
    • reports on Related Party Transactions and Recurrent Related Party Transactions;
    • reports on conflict of interest and potential conflict of interest of Directors and key senior management;
    • Directors’ share-dealings;
    • material litigation;
    • any of the matters referred to in Section 3.1.8; and
    • updates from relevant regulatory bodies.
  • Full Board minutes of each Board meeting shall be kept by the Company Secretary and are to be made available for inspection by any Director during office hours.
  • The Board shall promote diversity and gender mix in its composition and gives due recognition to the financial, technical and business experience of the Directors.
  • The Board believes the presence of diverse nationalities and gender mix on the Board can widen the Board’s perspectives in effectively discharging its duties and responsibilities as well as assist the Board in its decision-making process in line with the challenging and evolving business environment.
  • The Board expresses its commitment to maintain a balanced diversity as set out in the Board Diversity Policy.
  • It is the intention of the Board to provide equal opportunity to suitable candidates that have the necessary competency and experience to bring value to the Board. To comply with the directive of the Government in promoting women leadership in boards of listed companies, the Board shall set a target to reach 30% of women represented in the Board by 30 April 2024.
  • The tenure of an Independent Director does not exceed a term limit of nine years.
  • Upon completion of the nine years, an Independent Director may continue to serve on the Board as a Non-Independent Director. If the Board intends to retain an Independent Director beyond nine years, it will provide justification and seek annual shareholders’ approval through a two-tier voting process.
  • If the Board intends to retain an Independent Director beyond nine years, the Nominating Committee will assess and determine whether he/she can remain as a Director.
  • To encourage periodic refresh of Board composition, the Board shall not retain an Independent Director with tenure of more than 12 years.
  • The Company aims to ensure a balance of power and authority between the Chairperson and CEO with a clear division of responsibility between the running of the Board and the Company’s business respectively.
  • The positions of Chairperson and CEO shall be separated to promote accountability and clearly established and defined.
  • The Chairperson, who must be an Independent Director, is responsible for all aspects of its role. The Chairperson shall be responsible for:
    • leading the Board in setting the values and promoting high standards of corporate governance within the Group;
    • maintaining a relationship of trust with and between the Executive and Non- Executive Directors;
    • ensuring the provision of accurate, timely and clear information to Directors;
    • ensuring effective communication with shareholders and relevant stakeholders;
    • ensuring regular evaluation by the Nominating Committee of the performance of the Board, its Committees and individual Directors; and
    • facilitating the effective contribution of Non-Executive Directors and ensuring constructive relations be maintained between Executive and Non-Executive Directors.
  • The Chairperson in consultation with the CEO and the Company Secretary shall set the agenda for Board meetings and shall ensure that all relevant issues are on the agenda.
  • The Chairperson shall be 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 a thorough preparation for the Board discussion; and
    • the issues discussed are forward looking and concentrates on strategy.
  • The Chairperson shall ensure that every Board resolution is out to vote to ensure the will of the majority prevails.
  • The Chairperson shall ensure that Executive Directors look beyond their executive functions and accept their full share of responsibilities on governance.
  • The Chairperson 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.

A CEO in relation to a corporation, means the principal executive officer of the corporation for the time being, by whatever name called, and whether or not he or she is a director of the corporation.

  • The CEO shall be the conduit between the Board and the Management in ensuring the success of the Group’s governance and management functions.
  • The CEO shall have the executive responsibility for the day-to-day operations of the Group’s business.
  • The CEO shall implement the policies, strategies and decisions adopted by the Board.
  • All Board authorities conferred on the Management shall be delegated through the CEO and this will be considered as the CEO’s authority and accountability as far as the Board is concerned.

The Board shall establish the following Board Committees with specific terms of reference:

  • Audit and Risk Management Committee;
  • Nominating Committee; and
  • Remuneration Committee.

The Board shall also establish various Board Committees with specific terms of reference, to address important areas in greater detail which may not be possible at Board meeting.

Independent and Non-Executive Directors shall play a leading role in these Committees. The Management and third parties maybe co-opted to the Committees as and when required.

  • The Audit and Risk Management Committee shall comprise at least three (3) members, a majority of whom are Independent Directors. All members of the Audit and Risk Management Committee are non-executive directors.
  • No alternate Director can be appointed as a member of the Audit and Risk Management Committee.
  • The Chairperson of the Audit and Risk Management Committee shall be appointed by the Board and the positions of Chairperson of the Audit and Risk Management Committee and Chairperson of the Board are to be held by different individuals.
  • The Audit and Risk Management Committee shall undertake the following responsibilities and duties:

    Risk Management

    • to review and recommend risk management strategies, policies and risk tolerance;
    • to review and assess adequacy of risk management policies and framework in identifying, measuring, monitoring and controlling risk and the extent to which they are operating effectively;
    • to ensure adequate infrastructure, resources and systems are in place for risk management i.e. to ensure that the staff responsible for implementing risk management systems perform those duties independently of the risk originating activities of the Group;
    • to review periodic reports from the Risk Management Working Group on risk exposure, risk portfolio composition and risk management activities;
    • to review and recommend new policies or changes to policies, and to consider their risk implications;
    • to review the impact of risk on capital adequacy and profitability under normal and stress scenarios;
    • to review and evaluate the various processes and systems engaged by the Group and to ensure that they are conducted within the standards and policies as set by the Board;
    • to assess the adequacy of the business recovery/disaster recovery procedures; and
    • to monitor the health, safety and environmental performance of the Group.

    Financial Reporting

    • to review the quarterly results and year-end financial statements prior to approval by the Board, focusing particularly on: -
      • changes in or implementation of major accounting policies changes;
      • significant and unusual events; and
      • compliance with accounting standards and other regulatory requirements.

    External Audit

    • to discuss with the external auditors, prior to the commencement of an audit, the audit plan which states the nature and scope of the audit;
    • to consider the nomination and appointment of external auditors, as well as fixing their remuneration;
    • to establish policies governing the circumstances under which contracts for the provision of non-audit services can be entered and procedures that must be followed by the external auditors;
    • to review major audit findings arising from interim and final audits, the audit report and the assistance given by the employees of the Group to the external auditors;
    • to review with the external auditors, their evaluation of the system of internal controls, the management letter and management’s response;
    • to establish policies and procedures to assess on an annual basis the suitability, objectivity and independence of the external auditors. The Audit and Risk Management Committee is to obtain written assurance from the external auditors confirming that they are, and have been, independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements;
    • to review any letter of resignation from the external auditors and any questions of resignation or dismissal; and
    • to review whether there is reason (supported by grounds) to believe that the external auditors are not suitable for re-appointment.

    Internal Audit

    • to support and provide directions to the internal audit function to ensure that the internal audit function is effective and able to function independently;
    • to review the adequacy and effectiveness of internal control systems instituted within the Group;
    • to review the adequacy of scope, competency and resources of the internal audit function (including its budget) and whether it has the necessary authority to carry out its work;
    • to review the internal audit plan, internal audit reports, recommendations raised, investigations undertaken and whether or not appropriate action is taken on the recommendations;
    • to review 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;
    • to review any appraisal or assessment of the performance of members of the internal audit function;
    • to approve any appointment or termination of senior staff members of the internal audit function;
    • to take cognisance of resignations of internal audit staff and provide the resigning staff an opportunity to submit his reasons for resigning; and
    • to ensure that the internal audit function is carried out in accordance with a recognised framework.

    Related Party Transactions and Conflict of Interest Situations

    • To review and report to the Board any related party transactions and conflict of interest situation that arose, persist or may arise within the Group including any transaction, procedure or course of conduct that raises questions of management integrity, and the measures taken to resolve, eliminate, or mitigate such conflicts, and in particular ensuring that any related party transactions to be entered into are: -
      • at arm’s length;
      • on normal commercial terms;
      • on terms not more favourable to the related party than those generally available to the public;
      • not detrimental to the minority shareholders; and
      • in the best interest of the Group.
    • To review, monitor and report to the Board the recurrent related party transactions entered into by the Group to ensure that :
      • All transactions are fair, reasonable and undertaken on the Group’s normal commercial terms;
      • Internal control procedures with regard to such transactions are sufficient and have been complied with; and
      • Compliance with the relevant provisions of the Bursa Securities’ Main Market Listing Requirements.
    • To ensure that the Group has adequate procedures and processes in place to minor and track related party transactions and to review these processes.

    Others

    • 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
    • to promptly report to the Exchange 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.
  • The Audit and Risk Management Committee shall meet at least four (4) times for each financial year and should call for additional meetings as and when necessary to carry out its functions. The Audit and Risk Management Committee shall also be 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.
  • The Audit and Risk Management Committee shall ensure that other directors and employees attend any particular Audit and Risk Management Committee meeting only at the Audit and Risk Management Committee’s invitation, specific to the relevant meeting.
  • The Board, through the Nominating Committee, shall review the term of office and performance of the Audit and Risk Management Committee and each of its members annually to determine whether the Audit and Risk Management Committee and its members have carried out their duties in accordance with these terms of reference.
  • The Nominating Committee shall comprise no less than three (3) members made up exclusively of Non-Executive Directors, a majority of whom must be Independent Directors.
  • The members of the Nominating Committee shall elect a Chairperson from among their members who shall be an Independent Director.
  • The primary objectives of the Nominating Committee are to act as a committee of the full Board to assist in discharging the Board’s responsibilities in: -
    • assessing the existing Directors’ ability to contribute to the effective decision making of the Board;
    • identifying, appointing and orientating new directors;
    • identifying the mix of skills and experience and other qualities the Board requires for it to function completely and efficiently;
    • establishing a policy formalising its approach to boardroom diversity.
  • The Nominating Committee shall have the following responsibilities: -
    • developing, maintaining and reviewing the criteria to be used in the recruitment process and annual assessment of Directors and Independent Directors.
      • The following criteria should be considered in the recruitment process before making any recommendation to the Board for consideration: -
        • mix of skills;
        • knowledge, expertise and experience;
        • professionalism;
        • integrity;
        • diversity (including gender diversity and diversity in ethnicity and age);
        • fit and properness;
        • ability to discharge the responsibilities expected by the Board as stated in the Board Charter; and
        • time commitment.
      • with regard to the annual assessment of Directors and Independent Directors, the Nominating Committee shall be guided by the Board Assessment Procedures on Directors and Independent Directors.
    • proposing or assessing the candidature of Directors for the Board as well as the Directors to fill the seats on Board Committees. In identifying suitably qualified candidates for appointment of Directors for the Board, the Nominating Committee shall utilise independent sources and not rely solely on recommendations from existing Board members, management or major shareholders. If the selection of candidates was based on recommendations made by existing Board members, management or major shareholders, the Nominating Committee should explain why these source(s) suffice and other sources were not used;
    • undertaking a formal and objective annual evaluation to determine the effectiveness of the Board, the Board Committees and each individual Director and to disclose to the Board how the assessment was carried out and its outcome;
    • making recommendation, based on the assessment results, to the Board for the re-election and/or re-appointment of Directors at the Annual General Meeting;
    • reviewing the succession plans of the Board, the Audit and Risk Management Committee, the CEO and the senior management;
    • reviewing training programs for the Board and ensure that all newly appointed Directors undergo appropriate induction programs and receive continuous training;
    • facilitating the achievement of Board diversity policies and targets; and
    • ensuring that the composition of the Board is refreshed periodically.
  • In the event that the Board appoints a new Chairperson, the Nominating Committee shall be guided by the following principles prior to making recommendations to the Board:
    • that the Senior Independent Director shall lead the appointment process;
    • that a systematic evaluation shall be undertaken to identify the skills and expertise required for the role; and
    • that all short-listed candidates shall be considered with the possibility of obtaining external advice, if necessary.
  • The Remuneration Committee shall comprise no less than three (3) members made up exclusively of Non-Executive Directors, a majority of whom must be Independent Directors.
  • The members of the Remuneration Committee shall elect a Chairperson from among their number who shall be a non-executive director.
  • The primary objective of the Remuneration Committee is to act as a committee of the Board to assist in discharging the Board’s responsibilities in: -
    • assessing the remuneration of: -
      • the Directors reflecting the responsibility and commitment undertaken by the Board members;
      • the Executive Director and/or the CEO of the Company; and
      • the senior management of the Company.
    • setting the relevant performance standards of the Executive Director and/or the CEO and the senior management to commensurate with their remuneration.
  • The Remuneration Committee shall have the following responsibilities: -
    • recommending to the Board the remuneration policies, procedures and framework for the remuneration of Directors including remuneration and terms of service of the Executive Director and/or the CEO and senior management in all its forms, drawing from external advice, if necessary;
    • reviewing and recommending to the Board the remuneration packages of the Directors, the Executive Director and/or the CEO and senior management. A fair remuneration is critical to attract, retain and motivate them;
    • determining and setting performance measures for incentive plans of the Executive Director and/or the CEO and the senior management; and
    • reviewing the compensation policy of the Executive Director and/or the CEO and the senior management and ensuring alignment of compensation to corporate performance, and that the compensation offered is in line with market practice and industry norm.
  • The Company aims to set remuneration at levels which are sufficient to attract and retain the Directors needed to run the Group successfully, taking into consideration all relevant factors including the function, workload and responsibilities involved, but without paying more than is necessary to achieve this goal.
  • The level of remuneration for the Executive Director and/or the CEO and senior management shall be determined by the Remuneration Committee after giving due consideration to the compensation levels for comparable positions among other similar Malaysian public listed companies.
  • Non-Executive Directors shall be entitled to participate in the Company’s Employee Share Options Scheme (“ESOS”) subject to approval at a general meeting. Non-Executive Directors who participated in the ESOS shall be prohibited to sell, transfer or assign the shares within one (1) year from the date of offer of such options.
  • No Director other than the Executive Director and/or the CEO, shall have a service contract with the Company.
  • A formal independent review of the Directors’ remuneration shall be undertaken no less frequently than once every three (3) years or as and when necessary.
  • There shall be adequate disclosure in the Annual Report with a note on the remuneration of Directors and senior management.
  • The Directors shall present a clear and balanced assessment of the Group’s financial position and future prospects that extends to the interim and price-sensitive information and other relevant reports submitted to regulators.
  • The Directors shall ensure that the financial statements are prepared so as to give a true and fair view of the current financial status of the Group in accordance with the approved accounting standards.
  • The Group’s practice is to announce to the Exchange its quarterly financial results as early as possible within two (2) months after the end of each quarterly financial period or at such other period(s) as maybe stipulated by the Exchange from time to time.
  • 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.
  • The Board shall establish 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 and Risk Management Committee.
  • The Audit and Risk Management Committee shall also keep under review the scope and results of the audit and its cost effectiveness and the independence and objectivity of the Company Auditors. The Board shall ensure that the Company Auditors do not supply a substantial volume of non-audit services to the Group.
  • Appointment of the Company Auditors shall be subjected to approval of shareholders at general meetings. The Company Auditors shall retire during the annual general meetings of the Company every year and be re-appointed by shareholders for the ensuing year.
  • The Board shall ensure a well-resourced internal audit function, which critically reviews all aspects of the Group’s activities and its internal controls. Comprehensive audits of the practices, procedures, expenditure and internal audit controls of all business support units and subsidiaries shall be undertaken on a regular basis. The Head of Internal Audit shall have direct access to the Board through the Chairperson of the Audit and Risk Management Committee.
  • The Board shall ensure the system of internal controls is reviewed on a regular basis.
  • The Audit and Risk Management Committee shall receive reports regarding the outcome of such reviews on a regular basis.
  • The Company regards the AGM as an important event in the corporate calendar of which all Directors and key senior executives should attend.
  • The Company regards the AGM as the principal forum for dialogue with shareholders and aims to ensure that the AGM provides an important opportunity for effective communication with, and constructive feedback from, the Company’s shareholders.
  • The Chairperson shall encourage active participation by the shareholders during the AGM.
  • The Chairperson and, where appropriate, others as maybe directed by the Chairperson, shall respond to shareholders’ queries during the meeting. Where necessary, the Chairperson shall undertake to provide a written answer to any significant question that cannot be readily answered at the meeting.

The Directors shall consider requisitions by shareholders to convene an EGM or any other urgent matters requiring immediate attention of the Company.

  • The Board acknowledges the need for shareholders to be informed of all material business matters affecting the Group and as such adopts an open and transparent policy in respect of its relationship with its shareholders and investors.
  • The Board shall ensure the timely release of financial results on a quarterly basis to provide shareholders with an overview of the Group’s performance and operations in addition to the various announcements made during the year.
  • The Board shall ensure that the Company’s website provide easy access to corporate information pertaining to the Group and its activities and is continuously updated.

In the course of pursuing the Group’s mission and goals, the Board recognises that no Company can exist by maximising shareholders' value alone. In this regard, the needs and interests of other stakeholders shall be taken into consideration by the Board and the Management.

  • The Board acknowledges that the employees are invaluable assets of the Group and play a vital role in achieving the Group’s mission and goals.
  • The Board is committed to promoting a safe and healthy working environment that foster mutual respect where employees irrespective of status, position and gender are treated with dignity.
  • The Board acknowledges the need to safeguard and minimise the impact on the environment in the course of achieving the Group’s mission and goals.
  • The Board shall adopt policies and procedures which includes the sustainability strategies, priorities and targets, as part of its commitment to protect the environment and contribute towards sustainable development.
  • The Board supports initiatives on environmental issues.
  • The Board acknowledges that the Group should play a vital role in contributing towards the welfare of the community in which it operates.
  • The Board shall adopt policies and procedures towards responsible marketing and advertising of its products and services.
  • The Board supports charitable causes and initiatives on community development projects.
  • The Board shall appoint the Company Secretary, who plays an important advisory role, and shall ensure that the Company Secretary fulfils the functions for which he/she has been appointed.
  • The Company Secretary shall be accountable to the Board through the Chairperson of the Board and its Committee on all governance matters.
  • The Company Secretary is the central source of information and advice to the Board and its Committee on issues relating to compliance with corporate laws, rules, procedures, regulations affecting the Company and the Group and advocate adoption of corporate governance practices.
  • The Company Secretary shall advise Directors of their obligations to adhere to matters relating to:
    • disclosures of interest in securities;
    • disclosures of any conflict of interest in a transaction involving the Company and the Group;
    • prohibitions on dealing in securities;
    • restrictions on disclosure of price-sensitive information.
  • The Company Secretary shall keep abreast of, and inform, the Board of the current Listing Requirements particularly on provisions relating to corporate governance and disclosure obligations.
  • The Board members shall have unlimited access to the professional advice and services of the Company Secretary.
  • The principles on which this Board Charter is drawn are subject to the provisions of the Companies Act 2016, the Malaysian Code on Corporate Governance, the Listing Requirements and any other applicable laws or regulatory requirements. The Board Charter has been prepared specifically intended to meet the requirements of the aforesaid regulations.
  • The principles set out in this Board Charter are:
    • kept under review and updated as practices on Corporate Governance develop and further guidelines on Corporate Governance are issued by the relevant regulatory authorities; and
    • applied in practice having regard to their spirit and general principles rather than to the letter alone.
  • The Board shall endeavour to comply with the principles and practices set out in this Board Charter.
  • The provisions of this Board Charter are in addition to, and not in substitution for, any obligation imposed upon a Director by agreement, common law, equity, statute or regulation. The Directors acknowledge that compliance with this Board Charter will not relieve them from any such obligations.
  • Directors are responsible for establishing, reviewing and updating appropriate policies, guidelines and procedures for this Board Charter. They are also required to provide advice and if appropriate, issue written opinions to Directors on matters in relation to the Board Charter that they may encounter in fulfilling their respective responsibilities.
  • The Board shall review and reassess the adequacy of the Board Charter periodically and make such amendments to the Board Charter as the Board may deem appropriate.
  • The provisions of this Board Charter can be amended and supplemented from time to time by resolution of the Board.
  • A copy of this Board Charter is made available for reference in the Company’s website at https://www.taliworks.com.my/corporate-governance/

  • The Audit and Risk Management Committee (“ARMC”) 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 ARMC must comprise of non-executive directors;
  • The chairperson of the Board and/or an alternate director shall not be appointed as a member of the ARMC;
  • In the event of any vacancy in the ARMC resulting in the non-compliance of the above, the Company must fill the vacancy within three (3) months after occurrence of event;
  • A former key partner of the external audit firm of the Company and/or the affiliate firm (including those providing advisory services, tax consulting etc) shall observe a cooling-off period of at least three (3) years before being appointed as a member of the ARMC;
  • The ARMC must adopt written terms of reference dealing with its authority, duties and responsibilities;
  • The Board, through the Nominating Committee, shall review the term of office and performance of the ARMC and each of its members annually, to determine whether the ARMC and its members have carried out their duties in accordance with these terms of reference.

The quorum for each meeting shall be two independent directors.

A resolution in writing signed by a majority of members for the time being shall be as valid and effectual as if it had been passed at a meeting of the ARMC duly called and constituted. Any such resolution may consist of several documents in like form, each signed by one (1) or more members.

At least one (1) member of the ARMC;

  • must be a member of the Malaysian Institute of Accountants; or
  • 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 associations of accountants specified in Part II of the First Schedule of the Accountants Act, 1967; or
    • fulfils such other requirement as prescribed or approved by the Bursa Malaysia Securities Berhad (“Bursa Securities”).
  • The Chairperson of the ARMC shall be elected by the Board from among their members. The Chairperson of the ARMC shall be an Independent Director.
  • In the absence of the Chairperson of the ARMC, the remaining members present shall elect one of their members as Chairperson of the ARMC; and
  • Upon the request of the external auditors, the Chairperson of the ARMC must convene a meeting of the ARMC to consider any matter the external auditors believe should be brought to the attention of the Directors or shareholders.
  • The ARMC shall meet at least four (4) times for each financial year and should call for additional meetings as and when necessary, with due notice of issues to be discussed, and shall record its conclusions in discharging its duties and responsibilities. The Chairperson of the ARMC shall summarise and report on each meeting to the Board. Minutes of the ARMC shall subsequently be made available to the Board once they have been confirmed by the Chairperson of the ARMC;
  • Question arising at any meeting of ARMC shall be decided by a majority of votes and a determination by a majority of members shall for all purposes be deemed a determination of the ARMC;
  • In the case of an equality of votes, the Chairperson of the meeting shall have a second or casting vote PROVIDED THAT where two (2) members form a quorum, the Chairperson 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;
  • If, on any matter discussed at a meeting of the ARMC, any member of the ARMC holds views contrary to those of any of the other members, the minutes of the ARMC shall clearly reflect this;
  • The presence of external and/or internal auditors would be requested, if required. Other members of the Board and/or senior management may attend meetings upon the invitation of the ARMC. Both the internal and external auditors may also request a meeting if they consider that one is necessary;
  • The ARMC shall meet with the external auditors, the internal auditors or both excluding the attendance of other directors and employees of the Group at least twice a year;
  • The Chairperson of the ARMC shall engage on a continuous basis with senior management, the internal auditors and the external auditors in order to be kept informed of matters affecting the Group;
  • The Company Secretary shall be the secretary of the ARMC;
  • A member shall have deemed to be present at a meeting of the ARMC if he/she participates by means of a conference telephone or other similar electronics telecommunicating equipment or other electronic means and all members participating in the meeting are able to hear each other;
  • A member of ARMC who is directly or indirectly interested in a contract or proposed contract or has conflict of interest or potential conflict of interest on a matter to be discussed by the ARMC, shall not participate in any discussion and shall abstain from voting at the ARMC Meeting on that particular matter. Where this cause insufficient directors to make up a quorum, the ARMC has the right to appoint another director(s) which meets the membership criteria.
  • The ARMC is authorised by the Board to investigate any activity within its terms of reference and shall have unrestricted access to both the internal and external auditors and to all employees of the Group;
  • The ARMC is also authorised by the Board to obtain external legal or other independent professional advice as necessary.

In fulfilling its primary objectives, the ARMC shall undertake the following responsibilities and duties: -

  • Risk Management

    • to review and recommend risk management strategies, policies and risk tolerance;
    • to review and assess adequacy of risk management policies and framework on an annual basis in identifying, measuring, monitoring and controlling risk and the extent to which they are operating effectively;
    • to ensure adequate infrastructure, resources and systems are in place for risk management i.e. to ensure that the staff responsible for implementing risk management systems perform those duties independently of the risk originating activities of the Group;
    • to review periodic reports from the Risk Management Working Group on risk exposure, risk portfolio composition and risk management activities;
    • to review and recommend new policies or changes to policies, and to consider their risk implications;
    • to review the impact of risk on capital adequacy and profitability under normal and stress scenarios;
    • to review and evaluate the various processes and systems engaged by the Group and to ensure that they are conducted within the standards and policies as set by the Board;
    • to assess the adequacy of the business recovery/disaster recovery procedures; and
    • to monitor the health, safety and environmental performance of the Group.
  • Financial Reporting

    To review the quarterly results and year-end financial statements prior to approval by the Board, focusing particularly on: -

    • changes in or implementation of major accounting policies changes;
    • significant and unusual events; and
    • compliance with accounting standards and other regulatory requirements.
  • External Audit

    • to discuss with the external auditors, prior to the commencement of an audit, the audit plan which states the nature and scope of the audit;
    • to consider the nomination and appointment of external auditors, as well as fixing their remuneration;
    • to establish policies governing the circumstances under which contracts for the provision of non-audit services can be entered into and procedures that must be followed by the external auditors;
    • to review major audit findings arising from interim and final audits, the audit report and the assistance given by the employees of the Group to the external auditors;
    • to review with the external auditors, their evaluation of the system of internal controls, the management letter and management’s response;
    • to establish policies and procedures to assess on an annual basis the suitability, objectivity and independence of the external auditors. The ARMC is to obtain written assurance from the external auditors confirming that they are, and have been, independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements;
    • to review any letter of resignation from the external auditors and any questions of resignation or dismissal; and
    • to review whether there is reason (supported by grounds) to believe that the external auditors are not suitable for re-appointment.
  • Internal Audit

    • to support and provide directions to the internal audit function to ensure that the internal audit function is effective and able to function independently;
    • to review the adequacy and effectiveness of internal control systems instituted within the Group;
    • to review the adequacy of scope, competency and resources of the internal audit function (including its budget) and whether it has the necessary authority to carry out its work;
    • to review the internal audit plan, processes, the internal audit reports, recommendations raised, investigations undertaken and whether or not appropriate action is taken on the recommendations;
    • to review 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;
    • to review any appraisal or assessment of the performance of members of the internal audit function;
    • to approve any appointment or termination of senior staff members of the internal audit function;
    • to take cognisance of resignations of internal audit staff and provide the resigning staff an opportunity to submit his reasons for resigning;
    • to ensure that the internal audit function is carried out in accordance with a recognised framework.
  • Related Party Transactions and Conflict of Interest Situations

    • To review and report to the Board any related party transactions and conflict of interest situation that arose, persist or may arise within the Group including any transaction, procedure or course of conduct that raises questions of management integrity, and the measures taken to resolve, eliminate, or mitigate such conflicts, and in particular ensuring that any related party transactions to be entered into are: -
      • at arm’s length;
      • on normal commercial terms;
      • on terms not more favourable to the related party than those generally available to the public;
      • not detrimental to the minority shareholders; and
      • in the best interest of the Group.
    • To review, monitor and report to the Board the recurrent related party transactions entered into by the Group to ensure that :
      • All transactions are fair, reasonable and undertaken on the Group’s normal commercial terms;
      • Internal control procedures with regard to such transactions are sufficient and have been complied with; and
      • There is compliance with the relevant provisions of the Bursa Securities’ Main Market Listing Requirements.
    • To ensure that the Group has adequate procedures and processes in place to monitor and track related party transactions and to review these processes.
  • Others

    • to prepare an ARMC Report at the end of the financial year for inclusion in the Annual Report pursuant to the Bursa Securities’ Main Market Listing Requirements;
    • 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
    • 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 Main Market Listing Requirements.
  • The Board shall review and reassess the adequacy of these Terms of Reference at least once in every three years or as and when required. These Terms of Reference can be amended and supplemented from time to time by resolution of the Board; and
  • These Terms of Reference are made available for reference on the Company’s website and the revised copy of these Terms of Reference supersede all previous published versions.

The primary objectives of the Remuneration Committee (“RC”) is to act as a committee of the Board to assist in discharging the Board’s responsibilities in: -

  • assessing the remuneration of: -
    • the Directors thereby reflecting the responsibility and commitment undertaken by the Board members; and
    • the executive directors (“ED”) and/or the chief executive officer (“CEO”) of the Company;
  • setting the relevant performance standards of the ED and/or the CEO to commensurate with their remuneration.
  • ensuring the evaluation process for senior management is fair and equitable.
  • The RC shall consist of not less than three (3) members;
  • All the members shall be Non-Executive Directors, the majority of whom shall comprise of independent directors;
  • In the event of any vacancy in the RC resulting in the non-compliance of the above, the Company must fill the vacancy within three (3) months after the occurrence of the event;
  • Unless decided otherwise by the Board, the maximum tenure of a member shall be capped at five (5) years from the date of his/her appointment;
  • The Chairperson of the Board shall not be appointed as a member of the RC.

The quorum for each meeting shall be two independent directors.

A resolution in writing signed by a majority of members of the RC for the time being shall be as valid and effectual as if it had been passed at a meeting of the RC duly called and constituted, any such resolution may consist of several documents in like form, each signed by one (1) or more members.

  • The members of the RC shall elect a Chairperson from among their members who shall be an Independent Director;
  • In the absence of the Chairperson, the remaining members present shall elect one of their members as Chairperson such of RC Meeting.
  • Meetings of the RC shall be held not less than once a year. A member may at any time, and the Secretary shall on the requisition of a Director, summon a meeting of the RC;
  • Questions arising at any meeting of the RC shall be decided by a majority of votes and a determination by a majority of members shall for all purposes be deemed a determination of the RC. Members must abstain from discussing their own remuneration;
  • In the case of an equality of votes, the Chairperson of the meeting shall have a second or casting vote PROVIDED THAT where two (2) members form a quorum, the Chairperson 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;
  • If, on any matter discussed at a meeting of the RC, any member of the RC holds views contrary to those of any of the other members, the minutes of the RC shall clearly reflect this;
  • A member shall be deemed to be present at a meeting of the RC if he/she participates by means of a conference telephone or other similar electronic telecommunication equipment or other electronic means and all members participating in the meeting are able to hear each other;
  • The Chairperson of the RC shall summarise and report on each meeting to the Board. Minutes of the RC shall subsequently be made available to the Board once they have been confirmed by the Chairperson of the RC;
  • The company secretary of the Company shall be the Secretary of the RC;
  • The RC may hold separate sessions with the Nominating Committee as a formal forum to gather insights on the performance of directors.
  • The RC shall keep minutes of its meetings and shall record in such minutes all decisions made and the factors which have been considered by them in reaching their decision.
  • Minutes of meetings shall be made available by the Secretary and distributed to the members within fourteen (14) working days after the meeting for confirmation.

The RC shall have the following responsibilities: -

  • Recommending to the Board the remuneration policies, procedures and framework for the remuneration of Directors, including remuneration and terms of service of the ED and/or the CEO in all its forms, drawing from external advice, if necessary;
  • Reviewing and recommending to the Board the remuneration packages of the Directors, and the ED and/or the CEO. A fair remuneration is critical to attract, retain and motivate them;
  • Determining and setting performance measures for incentive plans of the ED and/or the CEO;
  • Reviewing the compensation policy of the ED and/or the CEO and ensuring alignment of compensation to corporate performance, and that the compensations offered are in line with market practice and industry norm;
  • Overseeing the qualitative and quantitative disclosures of remuneration made in the annual report and notice to general meetings; and
  • Reviewing the performance of the Board and senior management in addressing the Group’s material sustainability risks and opportunities.

The RC shall have the following responsibilities: -

  • The Board shall review and reassess the adequacy of these Terms of Reference at least once in every three years or as and when required. These Terms of Reference can be amended and supplemented from time to time by resolution of the Board;
  • These Terms of Reference are made available for reference on the Company’s website and the revised copy of these Terms of Reference supersede all previous published versions.

The primary objectives of the Nominating Committee (“NC”) are to act as a committee of the Board to assist in discharging the Board’s responsibilities in: -

  • assessing the ability of Directors to contribute to the effective decision making of the Board and assessing the ability of the executive director (“ED”) and/or the chief executive officer (“CEO”) of the Company in managing the business of the Group;
  • identifying, appointing and orientating new Directors;
  • identifying the mix of skills, experience and other qualities the Board requires for it to function completely and efficiently; and
  • establishing a policy formalising the Board’s approach to boardroom diversity.
  • The NC shall consist of not less than three (3) members;
  • All the members shall be Non-Executive Directors, the majority of whom shall comprise of independent directors;
  • In the event of any vacancy in the NC resulting in the non-compliance of the above, the Company must fill the vacancy within three (3) months after the occurrence of event;
  • Unless decided otherwise by the Board, the maximum tenure of a member shall be capped at five (5) years from the date of his/her appointment;
  • Chairperson of the Board shall not be appointed as a member of the NC.

The quorum for each meeting shall be two independent directors.

A resolution in writing signed by a majority of members of the NC for the time being shall be as valid and effectual as if it had been passed at a meeting of the NC duly called and constituted, any such resolution may consist of several documents in like form, each signed by one (1) or more members.

  • The members of the NC shall elect a Chairperson from among their members who shall be an Independent Director;
  • In the absence of the Chairperson, the remaining members present shall elect one of their members who is an Independent Director as Chairperson of such NC Meeting.
  • The meetings of the NC shall be held not less than one (1) time a year. A member may at any time and the Secretary shall on the requisition of a Director summon a meeting of the NC;
  • Question arising at any meeting of NC shall be decided by a majority of votes and a determination by a majority of members shall for all purposes be deemed a determination of the NC;
  • In the case of an equality of votes, the Chairperson of the meeting shall have a second or casting vote PROVIDED THAT where two (2) members form a quorum, the Chairperson 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;
  • If, on any matter discussed at a meeting of the NC, any member of the NC holds views contrary to those of any of the other members, the minutes of the NC shall clearly reflect this;
  • A member shall be deemed to be present at a meeting of NC if he/she participates by means of a conference telephone or other similar electronic telecommunication equipment or other electronic means and all members participating in the meeting are able to hear each other;
  • The Chairperson of the NC shall summarise and report on each meeting to the Board. Minutes of the NC shall subsequently be made available to the Board once they have been confirmed by the Chairperson of the NC;
  • The company secretary of the Company shall be the secretary of the NC.
  • The NC shall keep minutes of its meetings and shall record in such minutes all decisions made and the factors which have been considered by them in reaching their decision.
  • Minutes of meetings shall be made available by the Secretary and distributed to the members within fourteen (14) working days after the meeting for confirmation.

The NC shall have the following responsibilities: -

  • Developing, maintaining and reviewing the criteria to be used in the recruitment process and annual assessment of Directors, Independent Directors, Executive Director and/or the CEO.
    • The following criteria should be considered in the recruitment process before making any recommendation to the Board for consideration: -
      • mix of skills;
      • knowledge, expertise and experience;
      • professionalism;
      • integrity;
      • diversity (including gender diversity and diversity in ethnicity and age);
      • ability to discharge the responsibilities expected by the Board as stated in the Board Charter; and
      • time commitment.
    • With regards to the annual assessment of Directors and Independent Directors, the NC shall be guided by the Board Assessment Procedures on Directors and Independent Directors;
    • With regards to the annual assessment of the ED and/or the CEO, the NC shall be guided by the Board Assessment Procedures on Executive Director /CEO.
  • Proposing or assessing the candidature of Directors for the Board as well as the Directors to fill the seats on Board Committees. In identifying suitably qualified candidates for appointment of Directors for the Board, the NC shall utilise independent sources and not rely solely on recommendations from existing Board members, management or major shareholders. If the selection of candidates was based on recommendations made by existing Board members, management or major shareholders, the NC should explain why these source(s) suffice and other sources were not used;
  • Undertaking a formal and objective annual evaluation to determine the effectiveness of the Board, the Board Committees and each individual Director and to disclose to the Board how the assessment was carried out and its outcome;
  • Making recommendations, based on the assessment results, to the Board for the re-election and/or re-appointment of Directors at the Annual General Meeting;
  • Reviewing the succession plans of the Board, the Audit & Risk Management Committee, ED and/or the CEO and the senior management;
  • Reviewing training programmes for the Board and ensure that all newly appointed Directors undergo appropriate induction programmes and receive continuous training;
  • Facilitating achievement of Board diversity policies and targets; and
  • Ensuring that the composition of the Board is refreshed periodically.
  • The Board shall review and reassess the adequacy of these Terms of Reference at least once in every three years or as and when required. These Terms of Reference can be amended and supplemented from time to time by resolution of the Board;
  • These Terms of Reference are made available for reference on the Company’s website and the revised copy of these Terms of Reference supersede all previous published versions.

Code Of Business Conduct & Ethics For Directors

  • The directors (“Directors”) of Taliworks Corporation Berhad (“TCB” or “the Company”) and its subsidiaries (“collectively known as “TCB Group” or “the Group”) hold a position of trust with the public, shareholders, other stakeholders, officers and employees as well as with each other. Therefore, it is important to establish appropriate standards of business conduct and ethical behaviour to govern the exercise of the Directors’ duties and responsibilities as Directors of the Group to uphold good corporate integrity.
  • This Code of Business Conduct and Ethics for Directors (“the Code”) sets out the general principles and standards of business conduct and ethical behaviour for the Directors in the performance and exercise of their responsibilities as directors of the Group or when representing the Group and includes the expectation of professionalism and trustworthiness from the Directors.
  • The formulation of corporate accountability standards in the Code is fundamental to the preservation of the Group’s reputation and the success of its business and is important for the promotion and maintenance of confidence and trust in the Group.
  • The Board has formally adopted this Code pursuant to Practice 3.1 of Principle A stipulated in the Malaysian Code on Corporate Governance.

The objectives of the Code are:

  • to establish a standard of ethical corporate behaviour for the Directors based on universally accepted values;
  • to uphold the spirit of social responsibility in line with the laws, regulations and guidelines for administrating a company;
  • to offer guidance to the Directors in their business conduct;
  • to prevent the development and acceptance of unethical practices by the Directors;
  • to enhance the standard of corporate governance; and
  • to enhance public confidence and trust in the integrity, objectivity and impartiality of the Group and its Directors.

The Code is based on principles of integrity, objectivity, accountability, commitment, transparency, honesty and corporate social responsibility.

a. Integrity
  • Directors shall not place themselves under any financial or other obligation to any person that might reasonably be thought to influence them in the performance of their duties. They shall ensure full, fair, accurate, timely and understandable disclosure in regulatory filings and shall also through the Audit and Risk Management Committee, uphold integrity in financial reporting.
b. Objectivity
  • Directors shall make decisions solely on merit when carrying out the business of the Group. The decision making and advice provided should be based on the relevant laws and policies, and the merits of each case, without regard for personal gain and should not be prejudiced by personal preferences.
c. Accountability
  • Directors shall consider issues on their merit, take account of views of others and ensure that the Group uses its resources prudently and in accordance with the law. They shall always exercise their powers for the purposes for which they were conferred, for the benefit and prosperity of the Group and in conscious consideration of the interests of shareholders, employees, creditors and customers of the Group.
d. Commitment
  • Directors shall observe their time commitment to the Group by attending the Board and Board committee meetings unless valid reason(s) are given.
  • Directors shall limit their directorship in other listed and non-listed companies to a number in which he/she can best devote his/her time and effectiveness to the Group.
  • Directors shall ensure they are not ‘over stretched’ in terms of their commitment to the Board commitment in order to meet the demands and expectations of their role as directors.
e. Transparency
  • Subject to the restraints of the relevant laws and regulations, Directors shall be as open as possible and provide rationale for their decisions and actions. They shall establish appropriate and transparent corporate disclosure policies and procedures and accord shareholders access to information and advice. An open and transparent dialogue with the shareholders and other stakeholders should be maintained based on fairness, mutual respect and professionalism.
f. Honesty
  • Directors shall act in accordance with the highest standards of honesty and with utmost good faith towards the Group in any transaction in the best interest of the Group.
  • Any interest, whether directly or indirectly, in a proposed contract, business dealing or transaction with the Group must be declared to the Board and/or to the Company Secretary and the interested Director shall abstain from deliberation and voting.
g. Corporate Social Responsibility
  • Directors shall provide a better account of the effects and outcomes of the Group’s business strategies and practices on external stakeholders as well as clearly indicate their commitment towards environmental, social, governance (“ESG”) and sustainability agendas.
  • Directors shall work towards a balanced approach in ESG and sustainability issues and ensure that the activities and the operations of the Group minimise any unfavourable impact on the well-being of stakeholders at large.
a. Compliance with applicable laws and regulations
  • Directors shall comply with all laws and regulations governing their conduct. They have a responsibility to be sufficiently familiar with any laws or regulations that apply to their directorship and, where appropriate, to seek legal advice or advice from the Company Secretary.
b. Maintain the highest standards and uphold corporate values
  • Directors shall maintain the highest standard of ethical behaviour and business conduct in the performance and exercise of their responsibilities as Directors of the Group or when otherwise representing the Group. The Directors shall further conduct themselves in a manner that reflects the corporate values and overall spirit of the Code.
c. Conflict of interest
  • Conflict of interest occurs when a Director’s private or personal interest interferes, or may appear to interfere, with the interests of the Group. A conflict of interest can arise when a Director takes actions or has interests that may make it difficult to perform his/ her responsibilities objectively and effectively.
  • Directors shall avoid conflicts of interest and take steps to resolve any conflicts arising in a way that protects the interests of the Group.
  • The Directors shall not hold positions or engage in other interests that adversely impact the performance of duties owed to the Group and shall avoid any relationship with a third party that could compromise their individual and collective ability to transact business on an impartial and competitive basis.
  • Where a conflict of interest situation arises, the relevant Director shall disclose to the Board the nature and extent of any conflict of interest or all potential conflict of interest including interest in any competing business, that he/she has with the Company or the Group and where relevant, abstain from participation in any discussion and voting as a member of the Board or relevant Board committee on any matter in which he/she may have an interest (direct or indirect) or where there may be potential conflict of interest.
d. Personal and Family Relationships
  • Directors who have a personal or family relationship with another Director, officer or employee of the Group must take appropriate steps to ensure that the relationship will not affect the credibility or reputation of the Group or cloud their judgement in carrying out their responsibilities.
e. Gifts, Gratuities and/or Bribes
  • It is a violation of the Code for Directors to solicit or accept any gift which is deemed excessive in nature or “personal benefit” in connection with his/her service at the Group.
  • For the purpose of this Code, a “personal benefit” would include but is not limited to any gifts, items of legacy, fees, rebates, rewards, commissions, services, favours, offices, employment contracts, holidays and any item where there is a likelihood that the Directors will be or will appear to have been improperly influence the objectivity of the Directors in the performance of their duties. Any other business courtesy given to motivate the Directors to do anything that contravenes the law, regulations or the Group’s policies is also prohibited.
  • To this end, Directors may consult with the Chairman of the Board for advice. Directors shall not accept any personal benefit when they are placed in a position in which their views or judgement is likely to be biased.
f. Confidentiality
  • Directors are prohibited from disclosing any confidential information they obtain during their employment or service with the Group. Directors have a contractual and moral responsibility to safeguard the confidential information to which they may have access to.
  • It is therefore pertinent that Directors exercise caution and due care in handling such information. They shall not make improper use of any unpublished price sensitive information which if generally known might reasonably be expected to affect materially the share price of the Company.
  • Directors shall not do, say or publish anything which may be detrimental to the interests of the Group without first having obtained the prior approval from the Board.
  • No Director, except for the Executive Director and/or the Chief Executive Officer who is authorised to be the spokesperson for the Company, is permitted to make any statements about the Group to the media or the public (except in a shareholders’ meeting) without prior approval of TCB Board.
g. Insider Trading
  • Directors are prohibited from engaging in insider trading. Restrictions apply to trading in securities of the Company while aware of confidential information about the Group that could, if it became public, affect the share price and securities of other companies using confidential information that the Directors have access to because of employment or service with the Group.
  • Insider trading is an illegal act and would expose Directors to civil and/or criminal action.
h. Money Laundering
  • Directors are prohibited from engaging in money laundering. Offences covered by anti-money laundering legislation include prejudicing or obstructing an investigation and failing to report suspicious activity.
i. Abuse of power
  • There should be control over the corporate resources that can be misused for the Directors’ personal benefits and operational checks and balances should be in place.
j. Commitment against Corrupt Practices
  • Directors are committed to ensure that payments of bribe or kickback of any kind, whether in dealings with public officials or individuals in the private sector will not be permitted.
  • General Compliance
    • The principles on which this Code is based are drawn and derived from the Malaysian Code on Corporate Governance, Companies Commission of Malaysia’s Code of Ethics for Company Directors, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and Malaysian Code of Business Ethics. The Code specifically intended to meet the requirements of the aforesaid regulations.
    • No Code can replace the thoughtful behaviour of an ethical director or offer a complete guide to cover all possible situations that might be encountered, and Directors acknowledge that they must exercise judgment in applying the principles embodied in the Code to any situation. The provisions of this Code are in addition to, and not in substitution for, any obligation imposed upon a Director by agreement, common law, equity or regulation. Directors acknowledge that compliance with this Code will not relieve them from any such obligations.
  • Reporting of violations of the Code
    • Directors who have reasonable grounds to believe that another Director has done something unethical or illegal that breaches this Code, including violations of laws, rules, regulations or the Group’s policies, are under an obligation to report the name of such suspected Director to the Chairman or to the Board.
  • Review of the Code
    • Directors are responsible for establishing, reviewing and updating appropriate policies, guidelines and procedures for this Code. They are also required to provide advice and if appropriate, issue written opinions to Directors on code of conduct matters they may encounter in fulfilling their respective responsibilities.
    • The Board shall review and reassess the adequacy of the Code every three (3) years or at such times as necessary and make such amendments to the Code as the Board may deem appropriate. The provisions of this Code can be amended and supplemented from time to time by resolution of the Board.
    • The Code was approved by the Board on 23 August 2021 and is made available for reference in the Company’s website at https://www.taliworks.com.my/corporate-governance/

    Reviewed and approved by the Board on 22 November 2023

Taliworks Corporation Berhad (“Taliworks” or the “Company”)’s Directors’ Fit and Proper Policy (the “Policy”) sets out the fit and proper criteria to ensure a formal and transparent process for the appointment and re-election of directors of the Company is in place.

In formulating this policy, the Company is obliged to comply with the requirements contained in the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad and other applicable rules and regulations.

The Policy aims to guide the Nominating Committee and Board of Directors (the “Board”) in their review and assessment of candidates who are to be appointed to the Board as well as directors who are seeking re-election in complying with the new para 15.01A of MMLR.

It ensures that the directors possess the requisite experience, qualification, integrity and competence as well as having adequate time to effectively discharge their role as directors of the Company.

The fit and proper criteria of directors include but not limited to the following:

  • Probity
    • is compliant with legal obligations, regulatory requirements and professional standards;
    • has not been obstructive, misleading or untruthful in dealings with regulatory bodies or a court.
  • Personal integrity
    • has not perpetrated or participated in any business practices which are deceitful, oppressive improper (whether unlawful or not), or which otherwise reflect discredit on his professional conduct;
    • service contract (i.e. in the capacity of management or director) had not been terminated in the past due to concerns on personal integrity;
    • has not abused other positions (i.e. political appointment) to facilitate government relations for the company in a manner that contravenes the principles of good governance.
  • Financial integrity
    • manages personal debts or financial affairs satisfactorily;
    • demonstrates the ability to fulfil personal financial obligations as and when they fall due.
  • Reputation
    • is of good repute in the financial and business community;
    • has not been the subject of civil or criminal proceedings or enforcement action, in managing or governing an entity for the past 10 years;
    • has not been substantially involved in the management of a business or company which has failed, where that failure has been occasioned in part by deficiencies in that management.
  • 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 of the workings of a corporation;
    • possesses general management skills as well as an 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.
  • Relevant experience and expertise
    • possesses relevant experience and expertise with due consideration given to the past length of service, nature and size of business, responsibilities held, number of subordinates as well as reporting lines and delegated authorities.
  • Relevant past performance or track record
    • had a career of occupying a high-level position in a comparable organization, and was accountable for driving or leading the organization’s governance, business performance or operations;
    • possesses a commendable past performance record as gathered from the results of the board effectiveness evaluation.
  • 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 organizations).
  • Participation and contribution to the board or track record
    • demonstrates a willingness to participate actively in board activities;
    • demonstrates a 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 the ability to articulate views independently, objectively and constructively;
    • exhibits open-mindedness to the views of others and the ability to make a considered judgment after hearing the views of others.
  • The Board and the Nominating Committee shall be directly responsible for conducting assessments on the fitness and propriety of directors and making decisions on their appointments and re-appointments.
  • The Nominating Committee will assess each candidate for the new appointments or re-appointments based on the criteria as stated in Clause 3 of the Policy.
  • The fit and proper assessments on each director within the scope of this Policy shall be conducted by the Company both prior to initial appointments and at regular intervals of at least annually or whenever the Company becomes aware of information that may materially compromise a director’s fitness and propriety.
  • The specifications required for the position and other relevant considerations for the position are required to be periodically assessed and reviewed by the Nominating Committee and the Board of Directors to ensure their relevance and alignment with the organisation’s needs and structure.
  • The Company will consider the factors set out in Clause 3 above in assessing a director’s fitness and propriety. The factors shall be assessed 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 Company will consider the specific circumstances surrounding a director’s failure to meet specific factors, such as the lapse of time since the occurrence of events, other contributing factors and the significance of the event from the perspective of potential risks posed to the Company.
  • The Board should monitor and ensure ongoing compliance of the Policy with other policies and procedures such as Board Charter and Code of Business Conduct and Ethics for Directors.
  • The necessary actions should be taken when a director is assessed to be no longer fit and proper for a specific reason.

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 MMLR and/or any other applicable laws enforced at the time being.

  • The Board of Directors (the “Board”) on the recommendation of the Malaysian Code on Corporate Governance (the “Code”) and taking into consideration the best practices, guidance and illustrations from the Corporate Disclosure Guide (“CD Guide”) issued by Bursa Malaysia Securities Berhad (“Bursa Securities”), has formalised its policies and procedures on corporate disclosure to ensure that communication to the investing public are accurate, timely, factual, informative, balanced, broadly disseminated and in compliance with applicable legal and regulatory requirements. The Board shall strive to achieve high standards and constant improvement in the level of disclosure and sustained commitment in ensuring transparency in the reporting framework of Taliworks Corporation Berhad ( “Company”).
  • Under Paragraph 3.33 of the CD Guide, a listed issuer should have in place a written Corporate Disclosure Policies and Procedures (“CDPP”) that provides a good framework for compliance with the disclosure policies under the Main Market Listing Requirements (“Listing Requirements”) of Bursa Securities. This CDPP sets out the general principles and standards of disclosure of information in relation to the business, operations and financial performance of the Company and its subsidiaries (“Group”).
  • The formulation of the CDPP provides the mechanisms for timely and accurate disclosure on all material matters, including financial situation, performance, ownership and governance of the Group. The CDPP is fundamental to the preservation of the Group’s market integrity as a strong transparent disclosure regime is pivotal for the public’s understanding of the Group’s business activities, policies and performance.

The objectives of this CDPP with regards to disclosure to the investing public are: -

  • to confirm in writing the existing disclosure policies, guidelines, procedures and practices of the Group;
  • to ensure consistency, accuracy and completeness of the disclosure practices throughout the Group;
  • to raise awareness of the Group’s approach to disclosure among directors, officers, employees and ensure that all persons to whom this CDPP applies understand their obligations thereto; and
  • to reinforce the Group’s commitment to compliance with the continuous disclosure obligations imposed by the securities law and regulations in Malaysia and the Listing Requirements and to enhance the standard of corporate governance.

This CDPP applies to directors, officers and employees of the Group and those who have been authorised to speak on their behalf and to whom access to confidential and material corporation information have been given and in particular, it covers, among others, the following: -

  • disclosures made in documents filed with Bursa Securities, the Companies Commission of Malaysia and the Securities Commission of Malaysia;
  • financial and non-financial disclosures and all written statements made in the Company’s annual and quarterly reports to Bursa Securities and the Securities Commission of Malaysia;
  • press releases;
  • letters, prospectus and circulars to shareholders;
  • information contained in the Company’s website and other electronic communication;
  • oral and written statements made in meetings, presentations, conferences, speeches, interviews with the media, telephone conversation; and
  • any other dealings with the general public.

Such corporate information shall be collectively known as (the “Public Disclosure Materials”).

  • Composition
    • Subject to applicable laws and any other developments as maybe determined by the Board, the Board authorises the Executive Committee (“EXCO”) to establish a committee ( “Disclosure Committee”) to be headed by an executive director or by the chief executive officer, as a representative of the Board, to administer, implement and interpret this CDPP.
    • The members of the Disclosure Committee shall comprise the following: -
      • the chief executive officer (“CEO”) of the Company;
      • the chief investment officer (“CIO”) of the Company;
      • the chief financial officer (“CFO”) of the Company;
      • the chief regulatory officer (“CRO”) of the Company; and
      • any other officers of the Company as may be determined by the EXCO.

      The “chief executive officer” in relation to a corporation, shall mean the principal executive officer of the corporation for the time being, by whatever name called, and whether or not he is a director.

      The “chief investment officer” in relation to a corporation, shall mean the person primarily responsible for the management of the company’s investment portfolios and/or the investors’ relationship function for the corporation, by whatever name called.

      The “chief financial officer” in relation to a corporation, shall mean the person primarily responsible for the management of the financial affairs of the corporation, by whatever name called.

      The “chief regulatory officer” in relation to a corporation, shall mean the person primarily responsible for ensuring compliance with the disclosure obligations under the securities law and regulations, by whatever name called.

  • Role and Responsibilities

    The role and responsibilities of the Disclosure Committee are to: -

    • oversee and monitor compliance of this CDPP;
    • initiate disclosure of material information in accordance with the processes and procedures set out in this CDPP; and
    • deal with any issues which may be raised by the regulatory authorities.

    The Disclosure Committee shall be assisted by the Company Secretary who will assist in interpreting the regulatory requirements under the Listing Requirements pertaining to corporate disclosures and best practices, guidelines and illustrations under the CD Guide.

Under this CDPP, the following parties are designated as spokespersons (“Authorised Spokespersons”) to communicate with shareholders, warrant holders, bondholders, regulators, the investing community and the media (“Stakeholder Group”).

To avoid the dissemination of inconsistent corporate information, directors, officers, and employees other than the Authorised Spokespersons are not permitted to respond under any circumstances to inquiries from the Stakeholder Group unless specifically authorised by the respective Authorised Spokespersons.

The Authorised Spokespersons appointed under the CDPP are as follows: -

Stakeholder Group Authorised Spokespersons
1 2 3 4 5 6
Shareholders and warrant holders of the Company X X X
Bondholders of the Company X X X X X
Regulators and Public Authorities X X X X X X
Minority Shareholder Watchdog Group X X X X
Institutional Investors, Fund Managers, Analysts X X X X
Media – on Group matters/business/investments X X X
Media – on Business Unit’s operational matters X X

Note

  • Chairman of the Company
  • CEO
  • CIO
  • CFO
  • CRO
  • Heads of Business Units

Where there are inconsistencies between this CDPP and the approved Limits of Authority, the Limits of Authority shall prevail.

The CEO and the CIO have been identified as the primary contact for investor relationship matters.

  • Material Information
    • In accordance with the Listing Requirements, information is generally considered as “material” if it is reasonably expected to have a material effect on: -
      • the price, value or market activity of the Company’s securities traded on the stock exchange; or
      • the decision of a holder of securities or an investor in determining his/her choice of action.
      Material information is generally considered to be any information relating to the business, operations and financial performance of the Group.
    • Directors, officers and employees privy to undisclosed material information are prohibited from disclosing such information to any party unless it is necessary to do so in the course of business or is required by law or was authorised by the Disclosure Committee.
    • Employees of the Group who have access or are privy to price-sensitive information in relation to the Group are defined as principal officers and are required to observe the requirements under Chapter 14 of the Listing Requirements – Dealings in Listed Securities.
    • Every effort shall be made to restrict access to undisclosed material information to only those who need to know the information, and such persons shall be advised that the information is to be kept confidential.
    • Directors, officers and employees must ensure that outside parties who receive or are privy to undisclosed material information in the course of conducting business with the Group, must confirm their commitment to non-disclosure in a written confidentiality agreement or that they are bound by confidentiality provisions in the letter of engagement.
    • To prevent the misuse or inadvertent disclosure of undisclosed material information, the following general procedures should always be observed by directors, officers and employees: -
      • Security and use of code names

        Documents, records and files containing undisclosed material information should be kept in a secured location or within the Group’s secured IT system, with accessibility restricted to individuals who "need to know” in the necessary course of their work. Code names should be used, where necessary.

      • No discussion in public places

        Undisclosed material information should not be discussed in places where the discussion may be overheard.

      • Exercise caution when reading confidential information in public places

        One should exercise caution when reading undisclosed material information on his/her mobile or electronic devices in public places. All mobile or electronic devices should be secured by a password and every effort should be made to safeguard such devices from being misplaced, lost or stolen.

      • Restricted access to non-authorised personnel

        Non-authorised personnel should be restricted from having access to offices, premises or sites containing undisclosed material information and they should always be accompanied by a Company personnel.

      • Non-participation in social media on matters relating to the Group

        Officers and employees are strictly prohibited from participating in internet blogs, chat rooms, social media forums or newsgroup discussions on matters pertaining to the Group’s business affairs unless authorised to do so by the Disclosure Committee or the Head of Information Technology.

  • Insider Information and Dealing in Securities

    A person with insider knowledge of undisclosed material information affecting the Group which has not been publicly disclosed, is prohibited directly or indirectly, from dealing in the Company’s securities or communicating the information or causing such information to be communicated, to another person, unless and until such information has been made public by the Company.

    Any contravention of the above provision can result in both criminal and civil liabilities.

The following Public Disclosure Materials must be duly authorised prior to release as follows: -

Type of Public Disclosure Materials Authoriser(s)
Material announcements to Bursa Securities (other than any announcement of financial results) The Board
Non-Material public announcements to Bursa Securities (other than any announcement of financial results) EXCO
Announcements of financial results to Bursa Securities The Board, on recommendation of the Audit and Risk Management Committee
Annual reports of the Company All sections EXCO
  • Corporate Governance Report and Corporate Governance Overview Statement
  • Statement of Risk Management & Internal Control
  • Management Discussion & Analysis
  • Sustainability Statement
Board
Report of the Audit and Risk Management Committee
  • Board
  • Audit and Risk Management Committee
Press releases made by the Company The Board, on recommendation of the CIO and/or Head of Corporate Communications, as the case maybe
Letters, prospectus and circulars to shareholders of the Company The Board, on recommendation of the Due Diligence Working Group
Information contained in the Company’s website The Disclosure Committee, on recommendation of the Head of Corporate Communications

All Public Disclosure Materials to be submitted to the Board and Board Committees are to be approved by the EXCO.

Officers and employees of the Group, directly or through their immediate superior, must keep the Disclosure Committee, through the Legal & Secretarial Department, sufficiently informed of potentially material developments to enable the Disclosure Committee to discuss and evaluate any events that might give rise to a disclosure obligation.

In particular, all public announcements to Bursa Securities are to comply with the following procedures: -

  • every party to whom this CDPP applies who becomes aware of information that appears to be material shall immediately disclose such information to the Disclosure Committee via the Legal & Secretarial Department;
  • upon the receiving of an information or notification of the commencement of or involvement in a transaction or any development arising from such transaction (“Information”), parties concerned are required to ensure promptness in the provision of the Information and supporting documents to the Disclosure Committee via the Legal & Secretarial Department;
  • once the Information is circulated to the Disclosure Committee by the Legal & Secretarial Department, the Disclosure Committee shall, unless public disclosure is mandatory under the Listing Requirements, undertake a materiality assessment to decide whether the Information should be announced in accordance with the principles as laid down under Section 6.1 of this CDPP;
  • if such Information is considered to be material, the Company Secretary shall prepare the draft announcement, the contents of which, must comply with the Listing Requirements;
  • all draft announcements are to be duly verified and proper due diligence exercised in the disclosure of material information;
  • the Company Secretary will make the relevant public announcement to Bursa Securities after approval from the Board has been procured; and
  • all public announcements shall, if prior approval is not obtained, be subsequently ratified by the Board.

In complying with the requirements on disclosure of material information imposed by Bursa Securities, the Group shall be governed by the following principles in disseminating material information: -

  • Immediate announcement to Bursa Securities

    Subject to the terms of this CDPP, material information or the occurrence of events predetermined under the Listing Requirements as being material, shall be announced immediately to Bursa Securities, the dissemination of which shall contemporaneously include all applicable regulators and be made available on the Company’s website as soon as practicable.

  • Consistent approach to materiality

    The Company shall adopt a consistent approach in assessing materiality for the purposes of an announcement after considering the following: -

    • the anticipated impact of the information on the Company’s entire scope of activities;
    • the anticipated impact of the information on the Company’s financial position or performance; or
    • the relevance of the information on the factors that determine the price of the Company’s listed securities.
  • Material information to be temporarily withheld

    • Material information may be temporarily withheld or disclosure delayed when disclosure would prejudice the ability of the Company to pursue its corporate objectives or when the facts are in a state of flux and a more appropriate moment for disclosure is imminent or where the laws prohibit the disclosure of such information.
    • Whenever material information is being temporarily withheld, the Company must ensure that the strictest confidentiality is maintained, including limiting the number of persons having access to the material information and ensuring security of all confidential documents.
    • During a period where information is withheld from the public, the market activity of the Company’s securities must be closely monitored. The Company must immediately announce the information withheld to Bursa Securities in accordance with the Listing Requirements, if the following circumstances occurs:-
      • unusual market activity in the Company’s securities which signifies that a “leak” of the information may have occurred;
      • rumours or reports concerning the information have appeared; or
      • where the Company learns that there are signs that insider trading may be taking place.
  • Factual and non-speculative disclosure

    The Company shall endeavour to ensure that all disclosures are factual, accurate, objective and non-speculative and must include all relevant material information, the omission of which would make the rest of the disclosure misleading.

  • Prompt disclosure of unfavourable material information

    There is no distinction between favourable and unfavourable material information for disclosure purposes. Unfavourable material information must be disclosed promptly and completely, consistent with favourable information.

  • Inadvertent disclosures to be disclosed immediately via announcements

    If previously undisclosed material information has been inadvertently disclosed, such information must be broadly disclosed immediately via announcements. In certain circumstances, applicable securities laws allow for selective disclosure where doing so is in the necessary course of business.

  • Immediate correction of material error in disclosure

    The Company shall immediately take steps to rectify any disclosure if it subsequently ascertains that an earlier disclosure contained a material error at the time it was originally disclosed.

  • Published Articles and Reports

    The Company does not respond to or clarify articles or reports if it considers the published information to be general in nature, unless such the information is perceived to have an impact on investors’ investment decisions or there is sufficient evidence to show that the movement in the share price and volume of the Company’s securities relates to that information.

  • Equal access to material information

    The Company shall endeavour to ensure that all investors have equal access to material information. Selective disclosure of material information will not be permitted. If material information is inadvertently disclosed at any meetings with analysts, shareholders, journalists or others, it must be publicly disseminated as promptly as possible.

  • Use of Plain Language

    The Company shall endeavour to use plain and simple language that is easy to read and understand and avoiding legalistic or technical terms.

  • Compliance with the Listing Requirements

    Where there are inconsistencies between this CDPP and the Listing Requirements, the Listing Requirements shall prevail. Where required, the Disclosure Committee may seek advice from the Company Secretary on the corporate disclosure requirements under the Listing Requirements and the guidance under the CD Guide.

  • This CDPP is made available to directors, officers and employees of the Group, by posting on the Company’s website.
  • Upon posting of the CDPP on the Company’s website, all directors, officers and employees of the Group shall be bound by it.
  • A revised version of this CDPP will be posted on the Company’s website and directors, officers and employees of the Group shall be informed whenever significant changes are made.
  • General compliance

    The provisions of this CDPP are in addition to, and not in substitution for, any obligation imposed upon a director, officer or employee by agreement, common law, equity, statute or regulation. Directors, officers and employees acknowledge that compliance with this CDPP will not relieve them from any such obligations.

  • Reporting of violations

    Directors, officers or employees who have reasonable grounds to believe that if any person, to whom this CDPP applies, has done something unethical or illegal that breaches this CDPP, they are under an obligation to report the same to the Disclosure Committee.

  • Misrepresentations

    The Disclosure Committee should be promptly notified if any person, to whom this CDPP applies, becomes aware that: -

    • any information publicly disclosed by the Company contained or may have contained a misrepresentation; or
    • there has been or may have been a failure to make timely disclosure of material information.

    The Disclosure Committee, after conducting a reasonable investigation of the information, shall endeavour to ensure that the material information, or correction thereof, as the case may be, is promptly disclosed in accordance with applicable laws and the Listing Requirements.

  • Review of the CDPP

    • The Disclosure Committee is responsible for establishing, reviewing and updating appropriate policies, guidelines and procedures for this CDPP. The Disclosure Committee is also required to provide advice and if appropriate, issue written opinions to directors, officers or employees on disclosure matters they may encounter in fulfilling their respective responsibilities.
    • The Disclosure Committee shall review and reassess the adequacy of the CDPP at least once in every three years or as and when required. The provisions of this CDPP can be amended and supplemented from time to time by resolution of the EXCO.
    • The CDPP is made available for reference on the Company’s website and the revised copy of this CDPP supersedes all previous published versions.

The purpose of this policy is to establish a fair and competitive remuneration framework that drives superior performance which increases shareholders’ value in the long term. Remuneration shall not be discriminated on grounds of gender, ethnic background, national origin, age or other irrelevant factors.

Chief Executive Officer (“CEO”) / Executive Director

The total remuneration package for the CEO / Executive Director comprises two main components:-

  • Employment benefits which are stated in the Company’s Executive Handbook; and
  • Monetary payment

The monetary remuneration for the CEO / Executive Director is made up of two main components, namely: -

  • Fixed remuneration that is paid monthly (basic salary), and
  • Variable Performance-based remuneration (e.g. performance bonus) that is paid after the closing of each financial year and when the Key Performance Indicators set by the Remuneration Committee have been met.

The basic salary is determined on per calendar basis, with salary revision on January 1 each year as approved by the Remuneration Committee. In determining the quantum of increase, consideration is given to:-

  • the general salary increases awarded across the Group,
  • the size or scope of responsibilities of the individual; and
  • the market data for the Company’s remuneration peer group, comprising public listed companies of a similar size and scope of operations.

In determining the quantum of performance based remuneration, consideration is given to the individual and the Group’s achievement against financial and non-financial targets that were established by the Remuneration Committee at the commencement of the financial year.

Non-Executive Directors

The remuneration of a non-Executive Director is guided by the following principles :-

  • Fees payable shall be by a fixed sum;
  • Meeting allowance shall be made on a per-meeting attendance basis;
  • The Chairperson of the Board and Audit and Risk Management Committee shall be remunerated with a higher retainer fee to reflect the additional responsibilities assumed by him or her;
  • The Chairperson of the respective Board Committees shall receive higher meeting allowance for chairing the respective meetings;
  • Periodic benchmarking of remuneration shall be undertaken to ascertain the competitiveness of the fees against other public listed companies which are in similar industry or with similar market capitalisation;
  • Independent non-executive directors generally shall not be remunerated with shares or options. If exceptionally granted, the quantum granted shall not amount to the extent that it would result in the independent non-executive directors becoming a major shareholder.

The remuneration of the Board shall take into account the demands, complexities and performance of the Group, skills and experience required, as well as the directors’ performance in addressing the Group’s material sustainability risks and opportunities.

In conjunction with the Executive Director;

  • Duties of the Non-Executive Director shall include establishing the corporate vision and mission, as well as the philosophy of the Group, setting the aims of the Management and monitoring the performance of the Management.
  • The Non-Executive Director shall assume the following duties:
    • reviewing and adopting a strategic plan for the Group;
    • reviewing the conduct of the Group’s businesses;
    • identifying principal risks and ensuring the implementation of appropriate internal controls and mitigation measures;
    • reviewing the succession plan;
    • reviewing the shareholder communication policy for the Group;
    • reviewing the management information and internal control system; and
    • ensuing the Group’s sustainability strategies, priorities and targets as well as ensuring that the performance against these targets is communicated to its internal and external stakeholders.
  • The Non-Executive Director reserves full decision-making powers, among others, on the following matters:
    • conflict of interest issues relating to a substantial shareholder or a Director;
    • material acquisitions and disposition of assets not in the ordinary course of business;
    • annual budgets and investments in capital projects;
    • the limits of authority of the Board Committees and Management;
    • treasury policies;
    • risk management policies; and
    • key human resource issues.
  • The Non-Executive Director shall establish a procedure whereby the Directors, collectively or individually, may seek independent professional advice in furtherance of their duties at the Company’s expense.
  • The Non-Executive Director together with management takes responsibility for the governance of sustainability in the Group including setting the Group’s sustainability strategies, priorities and targets. The Board shall take into account sustainability considerations when exercising its duties including among others the development and implementation of Group’s strategies, business plans, major plans of action and risk management.
  • The Non-Executive Directors are encouraged to meet among themselves as and when required to discuss among others strategic, governance and operational issues of the Group.
  • The Executive Director is tasked to develop, in conjunction with the Board, the Group’s strategic plans for existing businesses and future growth expansion plans and is also responsible for its implementation.
  • The Executive Director is responsible to carry out all the directions of the Board and ensuring that they are implemented, and that adequate actions have been taken to follow up on significant outstanding matters on a timely basis.
  • The Executive Director keeps the Board informed of the overall operations and major issues faced by the Group, together with bringing forward to the Board, significant matters for its consideration and approval, where required.
  • The Executive Director is accountable to the Board, and he oversees all the business and corporate division within the Group on day-to-day basis.
  • The Executive Director shall be the conduit between the Board and the Management in ensuring the success of the Group’s governance and management functions.
  • The Executive Director shall have the executive responsibility for the day-to-day operations of the Group’s business.
  • The Executive Director shall implement the policies, strategies and decisions adopted by the Board.
  • All Board authorities conferred on the management shall be delegated through the Executive Director and this will be considered as the Executive Director’s authority and accountability as far as the Board is concerned.

In January each year, the Head of Human Resource shall prepare a proposal on the revised basic salary and bonus payment for the CEO / Executive Director, and submit the same to the Remuneration Committee for review and consideration. Amendments, if any, shall be made at the recommendation of the Remuneration Committee and thereafter the proposal is submitted to the Board for final review and approval. The Head of Human Resource shall implement the approved proposal accordingly.

The fees and meeting allowances for non-Executive Directors shall be proposed by Remuneration Committee for the Board’s approval and subsequently to be paid after obtaining shareholders’ approval.

This policy may be revised from time to time at the discretion of the Remuneration Committee.

The purpose of this policy is to establish a formal and transparent procedure for developing the policy and structure for the remuneration of senior management staff of the Company and of its subsidiaries (“Group”), such that the remuneration packages offered by the Group can be competitive, adequate and in line with current market practices to attract, retain, motivate and reward our senior management staff.

This policy forms an integral part of the Group’s Human Resource strategy and maintains a sustainable balance between short-term and long-term value creation, taking into account the interest of all the stakeholders.

This policy is established by the Executive Committee and adopted by the Board based on the recommendation of the Remuneration Committee.

This policy shall apply to employees who have been categorized as senior management staff of the Group. The Group shall take into account the demands, complexities and performance of the companies within the Group as well as skills, knowledge, experience, capabilities and abilities required to manage the business operations and corporate divisions.

The remuneration package for senior management staff consists of two main components:

  • Annual base salary
  • Annual variable performance based payment

The base salary is determined based on the experience of the incumbent, the nature of the position, job responsibility, complexity and the expectation of the senior management staff; and in line with other market conditions.

Performance is measured during a one-year performance period with reference to individual achievement and contribution, and the financial and non-financial performance indicators. The performance criteria are aligned to long-term value creation for all stakeholders by containing strategic development, risk appetite, financial goals, operational development, performance achievement, personal growth and development, and succession planning.

Performance-based payment such as bonus is awarded on a discretionary basis to motivate and reward high performers. The actual quantum is decided by reference to the Company’s performance (or the financial performance of the operating subsidiaries, as the case may be, for senior management staff managing the business operations) as well as the individual performance of the senior management staff. Where appropriate, the performance-based payment takes into consideration, amongst others, the following criteria:-

  • Achieving the budget:
    This target is determined every year based on two quantitative criteria; return on equity and an efficiency ratio.
  • Strategic progress:
    This target is determined every year based on a number of quantitative and qualitative criteria. These are related to the sustainable development of the market position and progress in the areas of risk management, administrative organisation, client satisfaction, etc.
  • Operational progress:
    This target is determined every year based on a number of quantitative and qualitative criteria. These are related to the operational development and progress in the areas of employee satisfaction, operational efficiency, compliance with regulatory requirements etc.
  • Sustainability strategies and performance:
    This target is determined based on the sustainability targets as agreed by the senior management. These are related to the sustainability risks and opportunities relevant to the Group and its business.

As a general guide, the performance-based payment is between 20% to 60% of the total annual base salary. To ensure that the remuneration packages remain relevant and competitive, the Group shall from time to time, benchmark against the remuneration packages of companies which are comparable to the Group.

The Group may consider other long-term incentives in the future such as share options to motivate, recognise, reward and retain key and high performers.

It is the Group’s policy that remuneration information is strictly confidential and restricted only to authorised personnel of the Group.

The Company through the Remuneration Committee shall review, at least once in every three years or, if necessary, further develop this policy from time to time to ensure that it is in line with current market practices and requirements of the Malaysian Code of Corporate Governance. Any amendment to this policy will be submitted to the Board for approval.

This policy is made available for reference on the Company’s website and the revised copy of this policy supersedes all previous published versions.

  • Taliworks Corporation Berhad has implemented the Whistleblowing Policies and Procedures for reporting of legitimate concerns related to, amongst others, bribery, violation of or exploitation of weakness in the Anti-Bribery Management System within the Organisation or other forms of misconduct including fraud, financial irregularity, serious breaches of the Employees Code of Conduct and Ethics, non-compliance with laws and regulations or company policies, illegal, unethical, or questionable practices etc.
  • The policy is a specific mean by which an employee or a concerned stakeholder can exercise their responsibility to report or disclose through established channels, their legitimate concerns regarding the above misconduct in a responsible manner.

The main purpose of the Whistleblowing Policies and Procedures is to:

  • provide a platform for legitimate concerns related to the above misconduct to be raised or reported, investigated and where necessary, appropriate action to be taken to resolve such issues promptly and effectively within the Organisation.
  • protect a complainant or whistleblower (collectively referred to as “Whistleblower”) from any form of harassment, reprisal, or retaliation as a direct consequence of him or her reporting any legitimate concerns under this procedure. The protection accorded is to encourage a Whistleblower to report such legitimate concerns whilst removing any fear or risk or disclosure of his or her identity.
  • If any employee or a concerned stakeholder has reasonable ground(s) for believing that any of the above misconduct has occurred or is occurring in the Organisation, a formal report can be raised directly to the Whistleblowing Committee at we_hear@lgb.com.my .
  • Alternatively, a written report sealed in an envelope and marked “Strictly Private & Confidential & to be Opened by Addressee only” can be hand delivered or posted to the Whistleblowing Committee at the following address:-

    The Whistleblowing Committee
    LGB Group
    Level 18, Menara LGB,
    1 Jalan Wan Kadir,
    Taman Tun Dr. Ismail,
    60000 Kuala Lumpur

  • Other than lodging a report or complaint to the Whistleblowing Committee, the Organisation has also made available the following reporting channels:-

The board and management views any party leaking the whistleblower’s identity and confidential information as a serious breach of protocol and will treat such action as gross misconduct, which if proven after due inquiry, may lead to disciplinary action, dismissal of the perpetrator(s) and/or other actions as maybe deemed appropriate.

A summary of the Whistleblowing Policies and Procedures can be downloaded here .