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CORPORATE GOVERNANCE

  • Board Charter
  • Terms Of Reference Of The Audit & Risk Management Committee
  • Terms Of Reference Of The Remuneration Committee
  • Terms Of Reference Of The Nominating Committee
  • Code Of Business Conduct & Ethics For Directors
  • Corporate Disclosure Policies & Procedures
  • Minutes Of Shareholders' Meetings

1. INTRODUCTION

The Board of Directors 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 of the 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. It is therefore 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.

This Board Charter shall constitute, and form, an integral part of each Director’s duties and responsibilities.

2. KEY OBJECTIVES

The key objectives of this Board Charter are:

  • to specify how the Group is governed so as 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 position 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 legislations 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;
  • to exceed “minimum legal requirements” with due consideration to recognised standards of best practices locally and internationally.

3. THE BOARD

3.1 Role and Responsibilities

  • 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 ensures 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, best practices and recommendations stated in the Malaysian Code of Corporate Governance. The Board includes a narrative statement in the Company’s Annual Report on the extent of compliance with the principles and recommendations stated under each principle in the Statement of Corporate Governance made pursuant to the Main Market Listing Requirements (“MMLR”).
  • The Company by virtue of its admission to the Official List of Bursa Malaysia Securities Berhad (“the Exchange”) is bound by the MMLR, the Rules of the Exchange and the Rules of the Bursa Malaysia Depository Sdn. Bhd.
  • The Board shall meet in person 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.
  • 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; and
    • reviewing the adequacy and the integrity of the management information and internal control system.
  • 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 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;
    • investments in capital projects;
    • authority levels;
    • 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 ensures the implementation of appropriate internal systems to support, promote and ensure its compliance.

3.2 Composition and Board Balance

  • The Board shall consist of qualified individuals with diverse experience, backgrounds and perspectives. The composition and size of the Board is 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 insights from other businesses and sectors that are relevant to their roles. The Directors should process their 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 development or changes in statutes, relevant regulatory requirements and corporate governance practices;
    • gaining 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 dimensions as well as 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 empower and support 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.
  • Profile of Board members shall be included in the Annual Report and/or website of the Company.
  • The CEO is the “Executive” Director of 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.
  • In the event where any Independent Director has served the Board for a cumulative term of nine years, the Nominating Committee, will assess and determine whether he/she can remain as an Independent Director. In such a situation, the Board will make a recommendation and provide strong justification to the shareholders in a general meeting.
  • Where the Board has determined that the said Independent Director shall not remain as an Independent Director, then he/she will be re-designated as a Non-Independent Director accordingly.
  • 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 have 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.
  • 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.

3.3 Appointments

  • 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 so as to qualify them to make a positive contribution to the Board performance of its duties and to give sufficient time and attention to the affairs of the Company.
  • The 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 explain 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 (MAP) as required by the Exchange, Board members are also encouraged to attend training programmes conducted by competent professionals 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 MMLR or by any other relevant authorities.
  • The Directors 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 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 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 comes to his/her attention.
  • 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.

3.4 Re-election

All Directors shall be subjected to retirement by rotation.

3.5 Supply of Information

  • 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 well in advance of each Board meeting.
  • Amongst others, the Board papers shall include the following:
    • quarterly financial reports 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;
    • Directors’ share-dealings;
    • material litigations;
    • any of the matters referred to in Section 3.1.8;
    • 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.

3.6 Board Diversity

  • The Board shall promote diversity and gender mix in its composition and give 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.
  • No gender diversity policy and target is established. 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. Nevertheless, the composition of the members of the Board should always comprise of mixed genders to bring about a more diverse perspective to issues faced by the Group.

4. CHAIRPERSON AND CHIEF EXECUTIVE OFFICER (“CEO”)

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 and clearly defined.

4.1 Chairperson

  • The Chairperson is responsible for all aspects of its role. The Chairperson shall be responsible to:
    • lead the Board in setting the values and standards of the Group;
    • maintain a relationship of trust with and between the Executive and Non-Executive Directors;
    • ensure the provision of accurate, timely and clear information to Directors;
    • ensure effective communication with shareholders and relevant stakeholders;
    • ensure regular evaluation by the Nominating Committee, of the performance of the Board, its Committees and individual Directors;
    • facilitate the effective contribution of Non-Executive Directors and ensuring constructive relations are 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 thorough preparation for the Board discussion;
    • the issues discussed are forward looking and concentrates on strategy.
  • The Chairperson shall ensure that every Board resolution is out to vote to ensure that 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 issue in question.

4.2 Chief Executive Officer (“CEO”)

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 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 by 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.

5. BOARD COMMITTEES

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 meetings.

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

5.1 Audit and Risk Management Committee

  • The Audit and Risk Management Committee shall comprise of 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 an Independent Director who shall be appointed by the Board.
  • 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 policy 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 monitor independence and qualification 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 its effectiveness;
    • to review the adequacy and effectiveness of internal control systems instituted within the Group;
    • to review the adequacy of scope, functions, competency and resources of the internal audit function and whether it has the necessary authority to carry out its work;
    • to review the internal audit programme, processes, the results of the internal audit programme, processes or investigations undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;
    • 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; and
    • to take cognisance of resignations of internal audit staff and provide the resigning staff an opportunity to submit his reasons for resigning.

    Related Party Transactions

    To review any related party transactions and conflict of interest situation that may arise within the Group including any transaction, procedure or course of conduct that raises questions of management integrity 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.

    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.

5.2 Nominating Committee

  • 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, 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);
        • 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 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 having regard to the mix of skills, independence, diversity (including gender diversity and diversity in ethnicity and age), competencies, commitment, contribution and performance (if applicable);
    • reviewing on an annual basis the effectiveness of the Board as a whole, Executive Director, Independent Directors, Board Committees and the contribution of each individual Director and the required mix of skills and experience and other core qualities, including core competencies, which the Directors should bring to the Board;
    • 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;
    • reviewing training programs for the Board and ensure that all newly appointed Directors undergo appropriate induction programs and receive continuous training; and
    • facilitating achievement of Board diversity policies and targets.
  • 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;
    • that all short listed candidates shall be considered with the possibility of obtaining external advice, if necessary.

5.3 Remuneration Committee

  • The Remuneration Committee shall comprise of no less than three (3) members, the majority of whom shall comprise of Non-Executive 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; and
      • the Chief Executive Officer (“CEO”) of the Company;
    • setting the relevant performance standards of the Executive Directors and the CEO 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 Directors in all its forms, drawing from external advice, if necessary;
    • reviewing and recommending to the Board the remuneration packages of the Directors and the CEO. A fair remuneration is critical to attract, retain and motivate the Directors and the CEO;
    • determining and setting performance measures for incentive plans of the Executive Directors and the CEO; and
    • reviewing the compensation policy of the Executive Directors and the CEO and ensuring alignment of compensation to corporate performance, and that the compensation offered is in line with market practices and industry norms.

6. REMUNERATION LEVELS OF DIRECTORS

  • 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 CEO and Executive Directors 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 CEO and Executive Directors, 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.

7. FINANCIAL REPORTING

7.1 Transparency

  • 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 may be 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.

7.2 Company Auditors

  • 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.

7.3 Internal Controls

  • 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.

8. GENERAL MEETINGS

8.1 Annual General Meeting (“AGM”)

  • 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, the CEO shall respond to shareholders’ queries during the meeting. Where necessary, the Chairperson shall undertake the responsibility to provide a written answer to any significant question that cannot be readily answered at the meeting.

8.2 Extraordinary General Meeting (“EGM”)

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

9. SHAREHOLDER COMMUNICATION AND INVESTOR RELATIONS

  • 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 provides easy access to corporate information pertaining to the Group and its activities and is continuously updated.

10. RELATIONSHIP WITH OTHER STAKEHOLDERS

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.

10.1 Employees

  • 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 fosters mutual respect where employees irrespective of status, position and gender are treated with dignity.

10.2 Environment

  • 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 as part of its commitment to protect the environment and contribute towards sustainable development.
  • The Board supports initiatives on environmental issues.

10.3 Social Responsibility

  • 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.

11. COMPANY SECRETARY

  • 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 central source of information and advice to the Board and its Committee on issues relating to compliance with corporate laws, rules, procedures and regulations affecting the Company and the Group.
  • 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 current governance practices.
  • The Board members shall have unlimited access to the professional advice and services of the Company Secretary.

12. APPLICATION OF THE BOARD CHARTER

The principles on which this Board Charter is based are drawn and derived from the Malaysian Code of Corporate Governance, Main Market Listing Requirements and Corporate Disclosure Guide. 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 issued by the relevant regulatory authorities;
  • 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.

13. REVIEW OF THE BOARD CHARTER

  • 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 http://www.taliworks.com.my.

Membership

  • 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 members, a majority of whom shall be Independent Directors. All members of the ARMC must comprise of Non-Executive Directors.
  • The members of the ARMC shall elect a Chairperson from among their members who shall be an Independent Director. No alternate Director shall 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 3 months after the occurrence of the event.
  • The ARMC must adopt a written terms of reference dealing with its authority, duties and responsibilities.
  • The Board shall review the term of office and performance of the ARMC and each of its members at least once in every three years to determine whether the ARMC and its members have carried out their duties in accordance with these terms of reference.

Quorum

Majority of members present must be Independent Directors.

Circular Resolution

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 Committee duly called and constituted. Any such resolution may consist of several documents in like form, each signed by one (1) or more members.

Qualification

At least one (1) member of the Committee;

  • must be a member of the Malaysian Institute of Accountants; or
  • if he is not a member of the Malaysian Institute of Accountants, he must have at least three year's working experience and:
    • he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act, 1967; or
    • he 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 Securities.

Chairperson

  • 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.
  • 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.

Meeting and Minutes

  • 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.
  • The presence of external and/or internal auditors will 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 be deemed present at a meeting of the ARMC if he/she participates by means of 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 shall not participate in any discussion and shall abstain from voting at the ARMC Meeting on the contract or proposed contract.

Authority

  • The Committee 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 Committee is also authorised by the Board to obtain external legal or other independent professional advice as necessary

Responsibilities and Duties

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 frameworks 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 monitor independence and qualification 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 its effectiveness;
    • to review the adequacy and effectiveness of internal control systems instituted within the Group;
    • to review the adequacy of scope, functions, competency and resources of the internal audit function and whether it has the necessary authority to carry out its work;
    • to review the internal audit programme, processes, the results of the internal audit programme, processes or investigations undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;
    • 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; and
    • to take cognisance of resignations of internal audit staff and provide the resigning staff an opportunity to submit his reasons for resigning.
  • Related Party Transactions

    To review any related party transactions and conflict of interest situation that may arise within the Group including any transaction, procedure or course of conduct that raises questions of management integrity 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.
  • 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 Bursa Securities if it is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the Listing Requirements.

Variation

The Board may from time to time, vary any of these terms of reference, by way of board circular resolution.

Objectives

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; and
    • the Chief Executive Officer (“CEO”) of the Company;
  • setting the relevant performance standards of the Executive Directors and the CEO to commensurate with their remuneration.

Composition

  • The Remuneration Committee shall consist of not less than three (3) members, the majority of whom shall comprise of Non-Executive Directors.
  • In the event of any vacancy in the Remuneration Committee resulting in the non-compliance of the above, the Company must fill the vacancy within three (3) months after the occurrence of the event.

Quorum

The quorum for each meeting shall be a majority of members present.

Circular resolution

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 Committee duly called and constituted. Any such resolution may consist of several documents in like form, each signed by one (1) or more members.

Chairperson

  • The members of the Remuneration Committee shall elect a Chairperson from among their members who shall be a non-executive director.
  • In the absence of the Chairperson, the remaining members present shall elect one of their members as Chairperson of the Remuneration Committee Meeting.

Meetings

  • The meetings 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 Remuneration Committee.
  • Questions arising at any meeting of Remuneration Committee shall be decided by a majority of votes and a determination by a majority of members shall for all purposes be deemed a determination of the Remuneration Committee. 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.
  • A member shall be deemed to be present at a meeting of Remuneration Committee if he/she participates by means of a conference telephone or other similar electronic telecommunicating equipment or other electronic means and all members participating in the meeting are able to hear each other.
  • The Chairperson of the Remuneration Committee shall summarise and report on each meeting to the Board. Minutes of the Remuneration Committee shall subsequently be made available to the Board once they have been confirmed by the Chairperson of the Remuneration Committee.
  • The Company Secretary shall be the secretary of the Remuneration Committee.

Records

  • The Remuneration Committee 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.

Responsibilities

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 Directors in all its forms, drawing from external advice, if necessary;
  • Reviewing and recommending to the Board the remuneration packages of the Directors and the CEO. A fair remuneration is critical to attract, retain and motivate the Directors and the CEO;
  • Determining and setting performance measures for incentive plans of the Executive Directors and the CEO; and
  • Reviewing the compensation policy of the Executive Directors and the CEO and ensuring alignment of compensation to corporate performance, and that compensations offered are in line with market practices and industry norms.

Variation

The Board may from time to time, vary any of these terms of reference, by way of board circular resolution.

Objectives

The primary objectives of the Nominating Committee 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 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 and 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.

Composition

  • The Nominating Committee 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 Nominating Committee resulting in the non-compliance of the above, the Company must fill the vacancy within three (3) months after the occurrence of the event.

Quorum

The quorum for each meeting shall be a majority of members present.

Circular resolution

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 Committee duly called and constituted. Any such resolution may consist of several documents in like form, each signed by one (1) or more members.

Chairperson

  • The members of the Nominating Committee 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 the Nominating Committee Meeting.

Meetings

  • The Meetings 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 Nominating Committee.
  • Questions arising at any meeting of the Nominating Committee shall be decided by a majority of votes and a determination by a majority of members shall for all purposes be deemed a determination of the Nominating Committee.
  • 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.
  • A member shall be deemed to be present at a meeting of the Nominating Committee if he/she participates by means of a conference telephone or other similar electronic telecommunicating equipment or other electronic means and all members participating in the meeting are able to hear each other.
  • The Chairperson of the Nominating Committee shall summarise and report on each meeting to the Board. Minutes of the Nominating Committee shall subsequently be made available to the Board once they have been confirmed by the Chairperson of the Nominating Committee.
  • The Company Secretary shall be the secretary of the Nominating Committee.

Records

  • The Nominating Committee 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.

Responsibilities

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, Independent Directors and 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 Nominating Committee shall be guided by the Board Assessment Procedures on Directors and Independent Directors;
    • With regards to the annual assessment of the CEO, the Nominating Committee shall be guided by the Board Assessment Procedures on the CEO.
  • Proposing or assessing the candidature of Directors for the Board as well as the Directors to fill the seats on Board Committees having regard to the mix of skills, independence, diversity (including gender diversity and diversity in ethnicity and age), competencies, commitment, contribution and performance (if applicable);
  • Reviewing on an annual basis the effectiveness of the Board as a whole, Executive Director, Independent Directors, Board Committees and the contribution of each individual Director and the required mix of skills and experience and other core qualities, including core competencies, which the Directors should bring to the Board;
  • 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 and the CEO;
  • Reviewing training programs for the Board and ensure that all newly appointed Directors undergo appropriate induction programs and receive continuous training; and
  • Facilitating achievement of Board diversity policies and targets.

Variation

The Board may from time to time, vary any of these terms of reference, by way of board circular resolution.

1. INTRODUCTION

  • The directors of Taliworks Corporation Berhad (“the Company”) hold the 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 Company in order 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 Company or when representing the Company 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 Company’s reputation and the success of its business and is important for the promotion and maintenance of confidence and trust in the Company.
  • The Board has formally adopted this Code pursuant to Recommendation 1.3 of the Principles and the Recommendations stipulated in the Malaysian Code on Corporate Governance (revised 2012).

2. OBJECTIVES

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 legislations, 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;
  • to enhance public confidence and trust in the integrity, objectivity and impartiality of the Company and its directors.

3. PRINCIPLES

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 Company. The decision making and advice provided should be on the basis of the relevant law and policy, 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 Company uses its resources prudently and in accordance with the law. They shall at all times exercise their powers for the purposes they were conferred, for the benefit and prosperity of the Company and always be conscious of the interest of shareholders, employees, creditors and customers of the Company.
d. Commitment
  • Directors shall observe their time commitment to the Company by attending the Board and board committee meetings unless valid reason(s) are given.
  • Directors shall also 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 Company.
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 Company in any transaction in the best interest of the Company.
  • Any interest, whether directly or indirectly, in a proposed contract, business dealing or transaction with the Company must be declared to the Board and/or to the Company Secretary and the interested Director abstain from deliberation and voting.
g. Corporate Social Responsibility
  • Directors shall provide a better account of the effects and outcomes of the Company’s business strategies and practices on external stakeholders as well as indicate clearly 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 Company minimise any unfavourable impact on the well-being of stakeholders at large.

4. THE EXPECTED STANDARDS OF CONDUCT AND ETHICS

a. Compliance with applicable laws and regulations
  • Directors shall comply with the laws and regulations governing their conduct. They have a responsibility to be sufficiently familiar with any legislations 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 Company or when otherwise representing the Company. 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 Company. 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 Company.
  • The Directors shall not hold positions or engage in other interests that adversely impact the performance of duties owed to the Company and shall avoid any relationship with a third party that could compromise the ability to transact business on an impartial and competitive basis.
  • Where a conflict of interest situation arises, the Director shall disclose to the Board all potential conflict and where relevant, abstain from 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 Company must take appropriate steps to ensure that the relationship will not affect the credibility or reputation of the Company 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 Company.
  • For the purpose of this Code, “personal benefit” here would include but are 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 influenced concerning the objectivity of the Directors in the performance of their duties. Any other business courtesy given in an attempt to motivate the Directors to do anything that contravenes the law, regulation or the Company’s policies is also prohibited.
  • To this end, Directors may consult with the Chairman or 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 in the course of their employment or service with the Company. 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 and that 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 Company without first having obtained the prior approval from the Board.
  • No Director, with the exception of the Executive Director who is authorised to be the spokesperson for the Company, is permitted to make any statements about the Company to the media or the public (except in a shareholders’ meeting) without prior approval of the 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 Company that could, if it became public, affect the share price and in the securities of other companies using confidential information that the Directors have access to because of employment or service with the Company.
  • Insider trading is an illegal act and would expose Directors to civil and/or criminal action.

5. COMPLIANCE OF THE CODE

a.

General Compliance

  • The principles on which this Code is based are drawn and derived from the Malaysian Code of Corporate Governance, Companies Commission of Malaysia’s Code of Ethics for Company Directors, Main Market Listing Requirements of Bursa Malaysia Securities Berhad and Malaysian Code of Business Ethics. The Code is 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 particular 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, statute or regulation. Directors acknowledge that compliance with this Code will not relieve them from any such obligations.
b.

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 Company’s policies, they are under an obligation to report the name to the Chairman or to the Board.
c.

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 is approved by the Board on 30 March 2016 and is made available for reference in the Company’s website at http://www.taliworks.com.my.

1. INTRODUCTION

  • The Board of Directors (the “Board”) on the recommendation of the Malaysian Code on Corporate Governance 2012 (the “Code”) and taking into consideration the best practices from the Corporate Disclosure Guide (“CD Guide”) issued by Bursa Malaysia Securities Berhad (“Bursa Securities”), is committed to formalise its policies and procedures on corporate disclosure to ensure that communications to the investing public are accurate, timely, factual, informative, balanced, broadly disseminated and in compliance with applicable legal and regulatory requirements. The Board at all times strives to achieve high standards and constant improvement in the level of disclosure and sustained commitment in ensuring transparency in the reporting system of Taliworks Corporation Berhad (the “Company”).
  • This Corporate Disclosure Policies and Procedures (the “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 (the “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 market integrity as a strong transparent disclosure regime is pivotal for public understanding of the Group’s business activities, policies and performance.

2. OBJECTIVES

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

  • to confirm in writing the existing disclosure policies, guidelines, procedures, 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 Main Market Listing Requirements (“Listing Requirements”) of Bursa Securities and to enhance the standard of corporate governance.

3. APPLICATION

This CDPP applies to directors, officers, 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, amongst others, the following:-

  • disclosures made in documents filed with Bursa Securities, Companies Commission of Malaysia and the Securities Commission of Malaysia;
  • financial and non-financial disclosure and all written statements made in the Company’s annual and quarterly reports to Bursa Securities;
  • 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 conversations; and
  • any other dealings with the general public.

collectively known as the “Public Disclosure Materials”.

4. DISCLOSURE COMMITTEE

4.1 Composition

Subject to applicable laws and any other developments as may be determined by the Board, the Board authorises the EXCO to establish a committee (the “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 of 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;
  • such any other directors and officers of the Company as may be determined by the Board.
  • 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.

4.2 Role and Responsibilities

The role and responsibilities of the Disclosure Committee is 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.

5. AUTHORISED SPOKESPERSONS

Under this CDPP, the following parties are designated as spokespersons (“Authorised Spokespersons”) to communicate with shareholders, warrant holders (if any), bondholders (if any), regulators, 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:-

Stakeholders Group Authorised Spokespersons
1 2 3 4 5 6
Shareholders and warrant holders (if any) 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 Limits of Authority, this CDPP shall prevail.

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

6. MAINTAINING CONFIDENTIALITY OF MATERIAL INFORMATION

6.1 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 is 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 Company are defined as principal officers and are required to observe the disclosure 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 be observed by directors, officers and employees at all times:-
    • 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 be accompanied by a Company personnel at all times.

    • 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.

6.2 Insider Information and Dealing in Securities

A person with insider knowledge of undisclosed material information affecting the Company which has not been publicly disclosed, is prohibited directly or indirectly, from dealing in the Company’s securities or communicate the information or cause 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 shall be regarded as an offence under the Capital Market & Services Act, 2007 and Capital Market & Services (Amendment) Act, 2015 and is punishable upon conviction.

7. DISCLOSURE PROCEDURES

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

Type of Public Disclosure Materials Authoriser(s)
Public announcements (other than announcement of financial results) to Bursa Securities The Board and the Disclosure Committee, on recommendation of the Company Secretary
Annual reports of the Company All sections EXCO
  • Statement of Corporate Governance
  • 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
Financial reports to Bursa Securities The Board, on recommendation of the Audit and Risk Management Committee
Press releases made by the Company The Disclosure Committee, on recommendation of the CIO and/or Head of Corporate Communications, as the case may be
Letters, prospectus and circulars to shareholders of the Company The Board, on recommendation of the Disclosure Committee
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 required 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 receiving information or notification of the commencement 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 the 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, complies 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 public announcement to Bursa Securities after the approval from the Board and the Disclosure Committee;
  • all public announcements shall, if prior approval is not obtained, be subsequently ratified by the Board.

8. DISCLOSURE PRINCIPLES

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 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 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 taking into account 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 or where company or securities laws restrict such disclosures.

    In such cases, the information will be kept confidential until the Company determines it is appropriate to publicly disclose or that the Company has a legal obligation to do so or confidentiality of undisclosed material information has been breached.

  • 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 unfavorable material information

    There is no distinction between favorable and unfavorable material information for disclosure purposes. Unfavorable material information must be disclosed as promptly and completely, consistent to favorable 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 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.

  • Use of Plain Language

    The Company shall endeavour to use plain and simple language that is easy to read and understand.

9. PUBLICATION

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.

10. COMPLIANCE

  • 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 Board.

    The CDPP is made available for reference in the Company’s website.