Board Charter/ Term of Reference of Committees

Investor’s Relations

1.	Role of the Board
	The Board Charter sets out the principles for the operation of the Board of Directors (“Board”) of Muda Holdings Berhad (“Muda” or “the Company”) and describes the functions of the Board and those functions delegated to the management of Muda. The Board has primary responsibility to the shareholders for the welfare of Muda by guiding and monitoring the business and affairs of Muda. Muda recognises the importance of the Board in providing a sound base for good corporate governance in the operations of Muda. The Board must at all times act honestly, fairly, and diligently in all respect in accordance with all applicable laws. Each of the directors, when representing Muda, must act in the best interests of the shareholders of Muda and in the best interests of Muda as a whole. This Board Charter and the various complementary charter adopted by the Board and the various committees have been prepared and adopted on the basis that there is recognition that good governance and good governance procedures can add to the performance of Muda.
2.	Duties and Responsibilities of the Board
	One of the key ways the Board can add value to Muda is by selecting the right chief executive officer for Muda. Beyond this, the Board will ensure that the management has in place appropriate processes for risk assessment and management, internal control, and the monitoring of performance against agreed benchmarks. The Board will work with senior management as collaborators in advancing the interests of Muda. The Board Charter recognises that the Board will delegate authority and recognises that, once delegated, management needs to be free to manage. The Board will not be too accepting of management’s views and will test and question management’s assertions, monitor progress, evaluate management’s performance and will, where warranted, take corrective actions. The duties and responsibilities of the Board include:-
	Review and approve the Group’s overall strategy, vision, mission, objectives, core values and governance framework of the Group. This includes incorporating sustainability- and climate-related considerations in the formulation of strategic priorities to support long-term value creation; Evaluate, approve, and monitor new investments, divestments, major capital expenditure and operating expenditure, capital management and major funding activities including the issue of securities, taking into account potential financial, environmental, and social trade-offs of such decisions over the short-, medium-, and long-term; Monitor actual performance against defined performance expectations and reviewing operating information to always understand the state of the health of the Company, including progress towards material sustainability performance targets; Provide guidance on strategic direction, challenge assumptions, priorities, and options, and review and approve business plans, the budgets put forward by management. This includes embedding sustainability- and climate-related risks and opportunities into strategic deliberations, and evaluating its impact on the financial, business, operational performance, resilience, and value creation; Set the Company’s enterprise risk management framework, review major risk exposure, including those of sustainability and climate-related, and ensure that appropriate risk mitigation plan is in place and such risk are factored into decision-making for major projects; Satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that proper operational, financial, compliance, risk management and internal control processes are in place and functioning appropriately. This includes ensuring that adequate controls, resourcing, and reporting structures exist to support the Company’s sustainability and climate governance; Plan and determine succession plan for Executive Directors and Senior Management including appointment, compensation, renewal of employment contract and replacement; Delegating appropriate powers to the executive directors and senior management to ensure that the effective day-to-day management of the business and monitoring the exercise of these powers to ensure alignment with the Company’s strategic direction and sustainability commitments; Together with management, promote good governance culture that upholds ethical, professional, and sustainable business conduct in keeping with the Company’s policies; and Oversee the implementation of investor relation programmes and appropriate shareholders’ communication policy.
	The Board may establish other policies and practices to ensure that the Board fulfils its duties and ensuring that it remains an effective decision-making body.
2.1	Board Reserved Matters
	In addition to matters required by laws, the following duties are reserved to the Board:
	Approval of contents of annual reports, quarterly financial statements, annual audited financial statements, and annual sustainability reports or statements. Approval of the Company’s dividend policy and any declaration and payment of dividends. Approval of the Company’s long term financial plan and annual capital expenditure programme. Approval of capital expenditures more than monetary authority levels delegated to management. Approval and adoption of any significant change in accounting policies and practices. Approval of change in capital structure of the Company with regards to issuance or allotment of shares or other securities and status as listed issuer. Appointment, re-appointment, retirement, or removal of Directors and recommendations for their re-election pursuant to the Constitution. Appointment of directors to fill vacancy or additional directors. Approval of remuneration of the Executive Directors and any changes to the authority delegated to them. Appointment or removal of the Company Secretary. Recommend to shareholder the appointment, re-appointment, or removal of external auditors. Review and approve the establishment of Board Committees, their terms of reference, delegated authority and where appropriate endorse their decisions. Review of corporate governance principles, policies, and related public documents. Calling of meetings of shareholders. Any other specific matters nominated by the Board from time to time.
2.2	Delegation to Management
	The responsibility of managing the Company is delegated to Senior Management through the Executive Directors. In this regard, the Board sets the Company’s policies and strategic directions, and ensure its decisions are executed accordingly by Senior Management. The implementation of policies and strategic directions, execution of Board decisions are controlled via procedures set out in the Group Financial Policies and Procedures which outline the appropriate approving authority and types of decisions required.
3.	COMPOSITION AND BOARD BALANCE
3.1	Composition
	The composition of the Board comprises Executive Directors and Non-Executive Directors (“NED”) including Independent Non-Executive Directors (“INED”) so that no individual or group of individuals dominate the Board’s decision-making. The Board consist of qualified individuals with diverse experience, background, and perspective. The composition and size of the Board are tailored such that they facilitate the making of informed and sound decisions. In line with the Constitution, members of the Board shall be not less than two (2) nor more than ten (10). At any time at least two (2) or one-third (1/3), whichever is higher, of members of the Board shall be INEDs.
3.2	Appointment
	The appointment of new directors is a matter for consideration and decision of the Board upon the recommendation of the Nomination Committee (“NC”). In the selection process, the NC considers the pre-determined criteria as required from a candidate, among others, skills, expertise, educational background and qualifications, experience, competency, integrity, independence, and diversity. In identifying candidate for appointment of Directors, the Board engages with existing Directors. The Board may engage independent sources to identify suitably qualified candidates which may include advertisements in the media or the service of an independent search firms. New Directors are provided with formal letter of appointment setting out the key terms and conditions of their appointment. Directors are invited to participate in inductions programs and any continuing education arranged for them.
3.3	Fit and Proper Requirements
	As prescribed in the Muda’s Directors’ Fit & Proper Policy and Procedures, all Directors must fulfil the criteria of “fit and proper” person as part of their appointment on the Board as well as Directors who are seeking re-election at general meetings. Any person to be appointed on the Board or re-elected as Director shall satisfy the following general criteria: • Person must have the personal qualities such as honesty, integrity, diligence, independence of mind and fairness. • Person must have the necessary skills, experience, ability and time commitment to carry out the role of a director. To carry out an annual review on existing Directors or Directors seeking re-election at general meetings in accordance with the Directors’ Fit & Proper Policy and Procedure requirements. Upon completion of review, the NC would submit its assessment to the Board for deliberation.
3.4	Diversity
	The Board adopts a policy that the Board shall have at least one (1) Women Director in its Board composition. In seeking potential candidate for new appointment, the Board do not discount the aspects of ethnicity, cultural background, and age of the candidate to maintain a balanced composition on the Board. Notwithstanding, the Board considers merit as the most important aspect of any new appointment in its composition.
3.5	Tenure
	The tenure of an INED should not exceed a cumulative term of nine (9) years. If the Board intends to retain an Independent Director beyond nine (9) years, it should provide justification for the retention and seek annual shareholders’ approval via two-tier voting. Upon completion of nine (9) years, an Independent Director may continue to serve on the Board subject to being re-designated as a Non-Independent Director.
3.6	Re-election
	The Constitution provides that every newly appointed Director shall retire at the next annual general meeting (“AGM”) following his/her appointment and being eligible, may offer himself/herself for re-election at the said AGM. Further, one-third (1/3) or the nearest to 1/3 of the members of the Board shall retire from office at an AGM every three (3) years and being eligible, may offer himself/herself for re-election at the AGM.
4.	Division of Responsibility
	The positions of the Chairman and Managing Director (MD) shall be held by different individuals. The division of responsibilities between the Chairman and the MD are clearly demarcated to ensure objectivity between the functions of the Board and Management.
4.1	Chairman of the Board
	The Chairman is responsible for leading the Board in ensuring the effective discharge of directors’ duties and responsibilities. He is responsible to:
	Lead the Board in setting the values and standards of the Company. Lead the Board in adopting and implementing corporate governance best principles and practices. Maintain a relationship of trust between Executive Directors and NEDs. Ensure the supply of accurate, timely and adequate information to the Board. Ensure effective communication with shareholders and other stakeholders and that their views are communicated to the Board. Act as a facilitator before and during Board meetings to ensure: • Adequate notice is given to convene meetings. • Appropriate number of agenda items and prioritization are set to enable effective board deliberations. • Adequate information is supplied to the Board. • No individual or group of individuals dominate Board discussions. • Variety of opinion among Board members are drawn out. • Consensus is achieved in Board decisions; and when necessary, to call for vote to ensure the will of the majority prevails. • Sufficient time is allowed for discussion of complex or contentious issues, and where appropriate, arranging for informal meetings beforehand to enable full preparation for Board discussions; and • Issues discussed at Board meetings are forward looking focusing on strategy and policy. (vii) Lead annual evaluation of the Board, Board Committees, and individual Directors. Ensure effective contribution from NEDs and ensure constructive relationships are maintained between Executive Directors and NEDs. Delegate responsibilities to other Directors, Board Committees and Senior Management. Chair all general meetings of the Company. Where relevant, ensure that sustainability matters, including climate change, are deliberated at Board meetings as part of the Board agenda. This includes relevant updates on the latest external or regulatory developments, internally generated findings and recommendations, performance data, and others.
4.2	Managing Director (“MD”)
	The MD is the channel between the Board and Management for the implementation of the Company’s policies, strategies, and executing decisions of the Board. In this regard, he has the exclusive responsibility for the day-to-day operation and management of the Company. All powers conferred to Management (with the exception of internal audit function) are delegated through the MD and regarded as his authority and accountability subject to control by the Board. He is answerable to the Board for the achievement of the Company’s goals. The MD ensures the Board receives timely updates and advice on the Company’s affairs during Board meetings or at any time when necessary. Among others, his advice covers the following matters: • All matter that materially affect the Company’s affairs and performance including any prospect for strategic development; • Any sustainability and climate-related risks and opportunities which have been deemed financially material that may influence the Company’s long-term strategic planning and value creation; • Any underperforming business activity including relevant proposal to rectify the situation; and • All material information that affects or could affect shareholders’ investment decision.
5.	Senior Independent Non-Executive Director
	The Senior Independent Non-Executive Director leads and coordinates the activities of the Independent Directors when necessary and appropriate.
	The role of the Senior Independent Non-Executive Directors is to act as:
	a) a sounding board for the Chairman; b) an intermediary between the Independent Directors and the Chairman on sensitive issues; and c) a designated contact for shareholders and other stakeholder when the normal channel of communication with Chairman or Managing Director is inappropriate or inadequate.
6.	Board Meetings
6.1	Frequency of Meetings
	Meetings of Directors are schedule regularly to ensure the Board sufficiently discharges its duties and responsibilities. The Board shall meet at least four (4) time per year to coincide with announcement of quarterly financial results to Bursa Malaysia Securities Berhad and additional meeting will be convened as warranted by circumstances. Members of Senior Manager who are not members of the Board may be invited to attend Board Meetings to contribute to discussions on matters within their sphere of responsibility. Non-Executive Directors shall meet without the presence of Executive Directors and management with the external auditors at least twice a year.
6.2	Notice and Agenda
	Notice of Board meetings are circulated to all Directors’ at least fourteen (14) calendar days in advance of each meeting. This is followed by the agenda and corresponding board papers which are circulated to all Directors five (5) business days in advance of each meeting. This allows Directors sufficient time to read and review the meeting materials.
6.3	Quorum
	As stipulated under the Constitution, the quorum for each Board meeting shall be two (2) Directors.
6.4	Mode of Meetings
	Meetings of the Directors may be held within or outside Malaysia at two (2) or more venues using any telecommunication devices or such other communication facilities that enable the Directors to participate during the entire duration of the meeting. Participation by a Director in a meeting using any telecommunication device or other communication facilities shall be treated as present in person and counted towards the quorum notwithstanding that fact that he/she is not physically present at the venue where the meeting is held.
6.5	Voting
	Questions arising at any meeting of Directors shall be decided by a majority of votes with each Director having one vote, and in the case of an equality of votes, the Chairman shall have a second or casting vote. In a situation where two directors form a quorum and only such quorum is present, or at a meeting of Directors at which only two (2) Directors are competent to vote on the question at issue, the Chairman of such meeting shall not have a casting vote.
6.6	Conflict of Interests
	As a general principle every director must bring an inquiring open and independent mind to Board meetings, listen to the debate on each issue raised, consider the arguments for and against each motion, and reach a decision that he/she believes to be in the best interests of the Company as a whole, free of any personal interest, and consistent with the Directors’ Code of Business Conduct and Ethics. If the Board determines that a director may be in a position where there is a reasonable possibility of conflict between his/personal or business interests or the interests of any associated person or his/her duties to any other company on the one hand, and the interest of the Company or his/her duties to the Company on the other hand, the Board will require that the Director:
	a) Makes a full and frank disclosure to the Board about the circumstances giving rise to the conflict; and b) Abstains from voting on any motion relating to the matter and absenting himself/herself from all Board deliberations relation to the matter including receipt of Board papers bearing on the matter.
	If the Board resolved to permit a director to have any involvement in a matter in which there is a possible conflict of interest, the Board must minute full details of the basis of the determination and the nature of the conflict including a formal resolution concerning the matter. If a director believes that he/she may have a conflict of interest or duty in relation to a particular matter, the director should immediately consult the Chairman. Each director must give general notice to the Board at the beginning of each financial year pursuant to Section 221(4) of the Companies Act, 2016 of his/her interest and his/her position in a corporation/firm and such disclosure shall be tabled, read, and noted at a Board Meeting and will be regarded as being sufficient disclosure of being interested in any contract made with such corporations or firms disclosed thereafter.
7.	Access to Information and Independent Advice
	All Directors have the right to be provided with full and unrestricted access to resources and services required to enable the effective performance of their duties at a cost to be borne by the Company, including but not limited to:
	a) Obtain full and unrestricted access to information pertaining to the Company; b) Obtain full and unrestricted access to the advice and service from Senior Management. c) Obtain independent professional advice.
8.	Board Evaluation
	A structured Board Performance Evaluation is carried out on an annual basis whereby the performance of the Board, Board Committees and individual directors are evaluated based on agreed criteria implemented through a set of questionnaires to facilitate the Board Performance Evaluation wherein the Directors provide their written feedbacks. Thereafter, the findings, outcome, analysis, and recommended action plan are tabled to the Board via the Nomination Committee.
9.	Time Commitment
	Directors must devote sufficient time to prepare for and attend Board meetings, and maintain a sound understanding of the business of the Company as well as relevant market and regulatory developments. The Directors must not hold more than five (5) directorships in public listed companies with Bursa to ensure that Directors do not have competing time commitment that impair their ability to discharge their duties effectively.
10.	Directors’ Code of Business Conduct and Ethics
	The Directors’ Code of Business Conduct and Ethics (“BCE Code”) serves as a guiding principle for the conduct of the Directors. It summarises the Board’s fiduciary duty, provide guidance to Directors in dealing with ethical issue and helps foster the spirit of social responsibility and accountability in line with the rules and regulations governing the Company. All members of the Board are expected to act in good faith in the best interest of the Company and they are anticipated to exercise reasonable diligence in discharging their duties and responsibilities. The Directors are expected to deal in the business affairs of the Company with honesty, integrity, diligence, and reasonable competence.
11.	Board Training and Development
	The Board determines and evaluates the training needs of its members on a continuous basis. The Company ensures all members of the Board have access to appropriate continuing education programmes to enhance their knowledge and skills and keep abreast of the latest development in the market and regulatory environment. This extends to training on sustainability and climate-related topics to enable the Board and its members to continuously possess adequate awareness, knowledge, and competencies to oversee the Company’s sustainability agenda effectively and respond to the evolving sustainability landscape in line with local and global reporting requirements. In addition to the Mandatory Accreditation Programme Part I and Part II (MAP) required by Bursa Securities, all members of the Board must ensure that they attend trainings as may be determined by the Board from time to time.
12.	Investor Relations and Shareholder Communication
	The Board must ensure the timely release of quarterly and annual financial results to ensure the shareholders and investment community received quality information on the overview and status of the Company’s performance and operation, in addition to other announcements required by Bursa Securities Malaysia Berhad under the MMLR. The email, address, name(s) of designated person and their contact numbers are available on the Company’s website to enable the public to forward their queries and concerns. The website provides easy access to the latest news and information pertaining to the Company’s business activities and all announcements released to Bursa Securities Malaysia Berhad.
13.	Board Committees
	The Board may from time to time establish committees to assist it in carrying out its responsibilities. Current standing Committees established by the Board are:-
	• Audit Committee • Nomination Committee • Remuneration Committee • Sustainability Committee • Executive Committee
	Each of these Committees has its own terms of reference, setting out its roles and responsibilities, compositions, structure, membership requirements and the way the Committee operates. All terms of reference of these Committees are reviewed regularly. The Audit Committee, Nomination Committee and Remuneration Committee comprises of at least three (3) members who are all Non-Executive Directors and a majority of whom shall be independent.

1. INTRODUCTION
One of Muda Holdings Berhad’s core values is to uphold sound, responsible and fair business practices. The Company and its subsidiaries is committed to promoting and maintaining the highest possible ethical standards in relation to all business activities. The Company’s reputation for maintaining ethical and lawful business practices is of paramount importance and this policy is designed to preserve these values. The Company, therefore has zero tolerance policy towards any form of corruption, including but not limited to making, receiving or accepting any bribe, corrupt payment, kickback, or facilitation payment to or from anyone, anywhere in the world.

For purposes of this Code, the terms “Company” and “the Muda Group” mean Muda Holdings Berhad and all its subsidiaries and affiliates worldwide.

2. PURPOSE AND SCOPE
This policy sets the Muda Group’s position on any form of bribery and provides minimum standards aimed at:-

(a) ensuring compliance with all applicable anti-bribery and anti-corruption laws, rules and regulations, not only in Malaysia, but also in any other country within which the Muda Group may carry out its business or in relation to which its business may be connected;
(b) enabling employees and persons associated with the Muda Group to understand risks associated with inappropriate and unlawful conduct and to enable and encourage them to be vigilant and to effectively recognize, prevent, avoid and report any wrongdoing, whether by themselves or others;
(c) providing suitable and secure reporting and communication channels and ensuring that any information that is reported is properly and effectively dealt with;
(d) creating and maintaining a rigorous and effective framework for dealing with any suspected instances of bribery or other unethical conduct; and
(e) ensuring that the relationships between the Muda Group employees and their dependents with suppliers, contractors and customers are transparent and lear.

This policy applies to Muda Holdings Berhad (together with its subsidiaries, the “Muda Group” or the “Company”), its employees (including full time, probationary, contract and temporary staff) (“Employees”) and Directors of the Group. It applies to any individuals or corporate entity associated with the Muda Group or who performs functions in relation to, or for and on behalf of the Muda Group including agents, contractors, consultants, third party service providers, joint venture artners, suppliers and sponsors.

The purpose of this Anti-Bribery and Anti-Corruption Policy is to reiterate Muda Group’s commitment to full compliance by the Company, its subsidiaries and its affiliates and its officers, directors, employees and agents of any local anti-bribery or anti-corruption laws that may be applicable. This Policy sets out the parameters to prevent the occurrence of bribery and corrupt practices in relation to the business of the Group. This Policy is supplemental to, and shall be read in conjunction with the Code of Business Conduct and Ethics.

3. DEFINITION
Corruption is the abuse of public power for private profit, or the misuse of entrusted power for private gain. Bribery is the offer, promise, or payment of cash, gifts, or even excessive entertainment, or an inducement of any kind offered or given to a person in a position of trust to influence that person’s views or conduct to obtain an improper advantage. Bribery and corruption can take many forms, including or acceptance of:-
(a) cash payments or cash equivalent;
(b) “consulting” relationships or phony jobs;
(c) facilitation payments or “kickbacks”;
(d) political and charitable contributions; and
(g) hospitality, gifts and entertainment.

4. OBLIGATIONS
The policy is designed to avoid violations of applicable anti-bribery and anti-corruption laws and prohibits:-

(a) offer, promise or give a financial advantage to another person (i.e. to bribe a person) including but not limited to any employee, employees of private and non- governmental entities, agent or representative of a government, political party and party official and candidate for the purpose of inducing or rewarding improper conduct.
(b) request, agreement to receive or accept a financial and other advantage (i.e. a bribe) for or in relation to improper conduct.
(c) the maintenance of inaccurate or the falsification of books and records detailing transactions and failing to establish and maintain a system of internal controls to reasonably assure all transactions are accurately recorded.

It is an offence to bribe another person in the course of doing business, for the purpose of obtaining or retaining business, or obtaining or retaining an advantage in the conduct business, for the Muda Group. Any employee or associated persons, as well as the Company itself, may be held liable for this offence. The Muda Group may suffer substantial reputational damage in connection with this offence.

5. POLICY
All employees, directors and associated persons are required to:-

(a) comply with Section 17A of the Malaysian Anti-Corruption Commission Act, 2009 (MACC Act) and any anti-bribery and anti-corruption legislation that applies in any jurisdiction in any part of the world in which the Muda Group might be expected to conduct business.
(b) act honestly, responsibly and with integrity.
(c) safeguard and uphold the Muda Group’s core values by operating in an ethical, professional and lawful manner at all times.

Bribery of any kind is strictly prohibited. Under no circumstances should any provision be made, money set aside or accounts created for the purpose of facilitating the payment or receipt of a bribe.

Personal funds may not be used to accomplish what is prohibited by this policy. If in doubt as to what might amount to bribery or other unethical conduct or might constitute a breach of this policy, you should refer the matter to the Chief Executive Officer/ Senior General Manager/General Manager/Head of Department.

Breach of any of the provisions of this policy will constitute a disciplinary offence. Depending on the gravity of the offence, it may be treated as gross misconduct and could render the employee liable for summary dismissal. As far as associated persons or other corporate entities are concerned, breach of this policy could lead to suspension or termination of any relevant contract, sub-contract or other agreement with these associated persons or corporate entities.

6. RESPONSIBILITIES AND REPORTING PROCEDURE
It is the contractual duty and responsibility of all employees and directors and associated persons or corporate entities to take whatever reasonable steps that are necessary to ensure compliance with this policy and prevent, detect and report any suspected bribery, fraud, corruption in accordance with the procedure set out in the Whistleblowing Policy and Procedures Manual. You must immediately disclose to the Company or its subsidiaries, any knowledge or suspicion they may have that you, or any other employee or associated person or another corporate entity, has plans to offer, promise or give a bribe or a request, agree to receive or accept a bribe in connection with the business of the Muda Group. For the avoidance of doubt, this includes reporting your own wrongdoing.

The duty to prevent, detect and report any incident of bribery and any potential risks rests not only with the Directors of Muda Holdings Berhad and its subsidiaries, but applies equally to all employees and associated persons and other corporate entities that have business dealing with the Muda Group. Employees are required to immediately report known or suspected violations of this Policy to the Chief Executive Officer.

7. RISK ASSESSMENTS
The Company and its subsidiaries shall regularly assess the nature and extent of the risks relating to bribery to which it is exposed, being aware that risks are potentially present internally and externally. The Senior General Manager/General Manager/Head of Departments of the Company and its subsidiaries will take responsibility for instigating and carrying out relevant risk assessment exercises at regular intervals, such exercises shall include consideration of:-

(a) the Company’s and its subsidiaries’ business activities across all operations nationally and internationally and any actual or proposed changes to those activities.
(b) the Company’s and its subsidiaries’ employees and their knowledge and understanding of the Muda Group’s business profile and associated bribery risks.
(c) the business activities of the Company’s and subsidiaries’ customers, suppliers, contractors, intermediaries, agents, joint venture and other business partners and the interface between those activities and those of the Company and the subsidiaries.
(d) the markets and countries in which the Company and its subsidiaries and those acting on the Company’s and subsidiaries’ behalf operates.

The Company and its subsidiaries are committed to investigating and be fully informed about the individuals and organization with whom it has business dealing and the markets in which it operates.

The extent of due diligence into business relationships will vary according to the risk. Where appropriate, before entering into any business relationship, the ctions the Company and its subsidiaries may take include, but not limited to:-

(a) making enquiries about the risk of bribery in a particular country or location in which the Company or its subsidiaries are seeking a business relationship, the types of bribery most commonly encountered and any information about the preventive actions which are most effective;
(b) investigating the bribery risks that a particular business opportunity raises, for example, establishing whether the project is to be undertaken at market prices and has a defined legitimate objective and specifications;
(c) establishing whether individuals or organizations involve in key decisions, such as intermediaries, consortium or joint venture partners, contractors, onsultants, suppliers or agents have a reputation for bribery and whether anyone associated with them is being investigated or prosecuted or has been convicted or debarred, for bribery or related offences. This may include considering the risks associated with politically exposed persons where the proposed business relationship involves, or is linked to, a prominent public office holder.
(d) checking that potential partners internal anti-corruption measures are consistent with the terms of this policy, and where necessary, encouraging the adoption of such measures.
(e) ensuring all business relationships and transactions are properly documented and recorded and have the express approval of the requisite Chief Executive Officer/Managing Director/Senior General Manager/Heads of Department.
(f) ensuring that the Company and its subsidiaries are able to exit from any business relationship if bribery occurs or is reasonably thought to have occurred.

8. HOSPITALITY, GIFTS AND ENTERTAINMENT
This Policy does not prohibit normal and appropriate hospitality (given and received) to and from third parties.

Hospitality, Gifts and Entertainment Given

Typical and appropriate client lunches and dinners are deemed appropriate and do not in themselves exert nor are intended to exert undue influence and are thus not specifically recorded to comply with this policy Information on corporate events over and above normal client lunches and dinners are recorded by the Finance Department. This information will include details of all clients that attended the event.

It is understood that when authorizing expenditure the attendees at such events, may if appropriate, include transport to and from as well as accommodation at the event. All hospitality is offered in an open non-secretive manner. All expenditure and expenses on hospitality and entertainment must be approved in accordance with the Group’s Financial Policy and Procedures.

Flower, cards and seasonal/festival gifts under RM500.00 are deemed not in themselves to exert undue influence. Such activities are not recorded in a formal register. Gifts of over RM500.00 are recorded on the Company’s and its subsidiaries’ platform and brought to the attention of the Chief Executive Officer/Senior General Manager/General Manager. Gifts will only be provided if:-

(a) they do not exert undue influence,
(b) they comply with local law;
(c) they are given in the name of the Company or its subsidiaries and not in the
name of an individual;
(d) they do not include cash or a cash equivalent;
(e) they are appropriate in the circumstance and for that market sector; and
(f) they are given openly and not secretly.

Hospitality, Gifts and Entertainment Received

Typical and appropriate business lunches and dinner are deemed appropriate and do not in themselves exert nor are intended to exert undue influence and are thus not specifically recorded to comply with this Policy. All entertainment received with an estimated value of more than RM500.00 shall be reported by email to both the person’s line manager and the Chief Executive Officer. The estimated cost will include food, alcohol, travel and tickets paid by a third party. All gifts received by employees with an estimate, or actual retail value of RM500.00 or more, must be reported by email to both the persons line manager and the Chief
Executive Officer. If appropriate, the line manager will seek advice from the Chief Executive Officer as to whether the gift should be returned. The Human Resource Department will keep a record of all declarations made and issued to the Chief Executive Officer on request.

9. FACILITATION PAYMENTS AND KICKBACKS
We do not make, and will not accept, facilitation payments or “kickbacks” of any kind.

10. DONATIONS
We do not make donations to political parties. We only make charitable donations that are legal and ethical under local laws and practices. Company donations shall not be offered or made without the prior approval of the Chief Executive Officer.

Typical individual to individual donations for their charitable activities are deemed not in themselves to exert undue influence and are not recorded.

11. RECORD KEEPING
We shall keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties. All staff expense claims relating to hospitality, gifts or expenses incurred to third parties shall be submitted in accordance with our expenses policy and specifically records the reasons for the expenditure.

All accounts, invoices, memoranda and other documents and records relating to dealings with third parties such as customers, suppliers, agents, consultants and
business contacts should be prepared and maintained with strict accuracy and completeness. No accounts must be kept “off-book” to facilitate or conceal improper payments.

12. TRAINING AND COMMUNICATION
Training on this Policy forms part of the induction process for all new employees. All existing employees will receive training on how to adhere to this Policy. All subsequent changes to this Policy will be communicated to all employees through the Human Resource Department of the Company and its subsidiaries.

Our zero tolerance approach to bribery, fraud and corruption is communicated to all customers, suppliers, contractors, business partners and intermediaries at the outset of our business relationship with them and as appropriate thereafter.

13. MONITORING AND REVIEW
The Senior General Manager/General Manager will monitor the effectiveness and review the implementation of this policy in the Company and the subsidiaries, considering the suitability, adequacy and effectiveness. Any improvements identified will be made as soon as possible. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption.

Employees are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries shall be reviewed by the Board of Directors. This policy does not form part of any employee’s contract of employment and it may be amended at any time. This policy is subject to review once in every three (3) years by the Board of Directors.

**********************************

Terms of Reference

Members	Dato’ Hazli Bin Ibrahim (CHAIRMAN) (Independent Non-Executive Director) Mr Wong Choong Yee (Senior Independent Non-Executive Director) Dato’ Tan Tian Meng (Independent Non-Executive Director)
Membership	The Committee shall be appointed by the Board from among their number and shall consist of at least 3 members, a majority of whom are independent and all of whom are non-executive directors. All members of the Committee should be financially literate and at least one 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 3 years’ 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 of the associations of accountants specified in Part II of the First Schedule of the Accountants Act 1967. No alternate director shall be appointed a member of the Committee. No former key audit partner shall be appointed as the member of the Audit Committee until the lapse of at least three years cooling-off period. The members of the Committee shall select a Chairman from among their number who is an independent director and who is not the Chairman of the Board. All members of the Committee should undertake continuous professional development to keep themselves abreast of relevant developments in accounting and auditing standards, practices and rules. If a member of the Committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced below 3, the Board of Director shall, within 3 months of that event, appoint such number of new member as may be required to make up the minimum number of 3 members. The terms of office and performance of the Committee and each of its committee members should be reviewed by the Nomination Committee annually.
Authority	The Committee is authorized by the Board to investigate any matter within its terms of reference and shall be given the full resources to perform its duties. The Committee shall have full and unrestricted access to any information pertaining to the Company and its subsidiary companies. The Committee is authorized by the Board to obtain external professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. The Committee shall have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity.
Functions	The functions of the Committee shall include the following:- consider the appointment of external auditor, the audit fee and any question of resignation and dismissal; discuss with the external auditor before the audit commences, the audit plan, nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved; review with the external auditor, his evaluation of the system of internal controls; assess the suitability, objectivity and independence of the external auditors on annual basis; any changes in accounting policies and practices; significant adjustments arising from the audit including financial reporting issues, significant judgments made by management, significant and unusual events or transactions, and how these matters are addressed; compliance with accounting standards and other legal requirements; ensuring that the external auditors are well-positioned to identify any inconsistencies or potential risks arising from misalignment between the Company’s financial statements and its sustainability-related or other non-financial disclosures;review the quarterly results and year-end financial statements, prior to the approval of the Board of Directors, focusing particularly on:- discuss problems and reservations arising from the interim and final audits and any matter the auditor may wish to discuss (in the absence of management where necessary); review the external auditor’s management letter and management’s response; review the adequacy of the scope, functions and resources of the internal audit function, and that it has the necessary authority to carry out its work and to ensure that the head of internal audit function who shall be responsible for the regular review and or appraisal of the effectiveness of the risk management, internal control, and governance process within the Company reports directly to the Committee; review the internal audit program and results of the internal audit process and where necessary ensure that appropriate actions are taken on the recommendations of the internal audit function; review any appraisal or assessment of the performance of members of the internal audit function; approve any appointment or termination of senior staff members of the internal audit function; take cognizance of resignations of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning; To review any related party transaction and conflict of interest situation that may arise or persist within the Company or the Group and the measures taken to resolve, eliminate or mitigate such conflicts; consider the major findings or internal investigations and management’s response; review and advise appropriateness of risk management and effectiveness of internal control systems of the Company and the Group based on reports and information made available to the Committee with assistance from the Internal Auditor, including risks pertaining to sustainability and climate change; consider and review, on an annual basis, the Group’s Risk Management Framework and ensure that the methodology employed enables the regular identification, analysis, assessment, monitoring, and communication of risks, which includes sustainability and climate-related risks, so as to support effective mitigation, minimize losses, and maximize opportunities; oversee the progressive integration of sustainability and climate-related risks and opportunities into the Company’s enterprise risk management process, including regular identification and assessment of material sustainability and climate-related risks that may warrant adjustments to the carrying value of assets or liabilities, and review of mitigation or transition plans for managing material risks; consider other topics as defined by the Board of Directors; the Chairman to engage with senior management, the head of internal audit function and external auditors on regular basis to be kept informed of matters affecting the Company and its subsidiaries; to convene meetings with external auditors, the internal auditors or both, excluding attendance of other directors and employees of the Company, whenever deemed necessary; and to verify and confirm allocation of options pursuant to the Company’s share option scheme as being in compliance with the criteria set out in the By-Law of the share option scheme, if any.
Meetings	The Committee shall hold at least four (4) meetings per year to review the quarterly results and year-end financial statements of the Company and Group and audit plan of the Company and such additional meetings as the Chairperson shall decide in order to fulfill its duties. In addition, the Chairperson shall call a meeting of the Committee if requested to do so by any Committee member, the management or the internal or external auditor. The Committee may invite any person to be in attendance to assist in its deliberation. The Committee shall meet with external auditors without presence of executive board members at least twice a year. A meeting of the Committee shall be called by at least five (5) working days’ notice in writing or by such shorter notice with the consent of all members concerned. The Company Secretary shall be the Secretary of the Committee. The Secretary shall be responsible for keeping the minutes of meetings of the Committee and circulate them to the Committee members and to the other Board members. The quorum for the meeting shall consist of a majority of independent non-executive directors.

Terms of Reference

A	Members	Mr Wong Choong Yee (CHAIRMAN) (Senior Independent Non-Executive Director) Datuk Nik Ibrahim Bin Nik Abdullah (Non-Independent Non-Executive Director) Tan Sri Lim Guan Teik (Non-Independent Non-Executive Director) Dato’ Tan Tian Meng (Independent Non-Executive Director) Dato’ Hazli Bin Ibrahim (Independent Non-Executive Director)
B	Membership	1. The Committee shall have at least two (2) membersvcomprises exclusively of non-executive directors of the Company, a majority of whom shall be independent directors. 2. The Chairman of the Nomination Committee shall be an Independent Director and not the Chairman of the Board.
C	Secretary	The Company Secretary shall act as the Secretary of the Nomination Committee.
D	Quorum	The quorum necessary for the transaction of business shall be two. A duly convened meeting of the Nomination Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers, discretion vested in or exercisable by the Nomination Committee.
E	Meetings	1. The Nomination Committee shall agree each year the dates on which meetings are to be held that year and may meet at such other times as the Chairman of the Nomination Committee may determine. 2. Meetings of the Nomination Committee shall be summoned by the Secretary of the Nomination Committee at the request of any member thereof. 3. The Chief Executive Officer shall attend meetings of the Nomination Committee as required.
F	Minutes of Meeting	1. The Secretary shall minute the proceedings and resolutions of all Nomination Committee meetings. 2. The Minutes of the Nomination Committee meetings shall be circulated to all members of the Board after they have been approved by the Committee unless the Chairman of the Nomination Committee deems it inappropriate to do so because of the nature of any matter discussed at a particular meeting.
F	Duties	The Committee shall:- Review regularly the structure, size and composition of the Board and make recommendations to the Board with regards to any changes that it believes are necessary or desirable. Assist the Board in annual review of the required mix of skills and experience and other qualities, including core competencies, which Non-Executive Directors should bring to the Board. Prepare a description of the role and capabilities required for particular Board appointments having regard to the balance of skills, knowledge, expertise and experience of the Board. Identify and nominate for the approval of the Board suitable candidates to fill vacancies for non-executive positions on the Board as and when they arise. As part of the process for nominating candidates for appointment, obtain details of and review any interests the candidate may have which conflict or may conflict with the interests of the Company. The Nomination Committee shall consider whether despite of any such conflict, there are nevertheless grounds for recommending the candidate for appointment and for the Board to authorize the relevant conflict. The Nomination Committee shall, as part of any proposal to the Board for appointment, make recommendations as to the conditions on which any conflicts should be authorized. Review on an annual basis any Board authorization, and conditions applicable to such authorizations, in respect of interests that conflict with those of the Company. Following such review, the Nomination Committee shall make recommendations as to whether such authorizations should continue to stand and, if it is recommended that they should, the conditions that should apply. Plan for the orderly succession of new directors to the Board by reviewing on a regular basis the Company’s senior management resource and the competencies within that resource relative to the Group’s requirements and particular key Board and non-Board executive appointments. With the assistance of the Chief Executive and Chairman, identify suitable candidates to fill vacancies for executive positions on the Board and to nominate them for the Board’s approval. Recommend to the Board the membership and chairmanship of the Audit and Remuneration Committee. Nominate suitable candidates for the role of senior independent director. Review and make recommendations to the Board on the re-appointment of non-executive directors at the conclusion of their specified terms of office having given due regard to their performance and ability to continue to contribute to the Board. Consider and make recommendations to the Board on matters relating to the continuation in office at any time of any Director including the suspension or termination of services of any executive director as an employee of the Company. Annually carry out the process to assess the effectiveness of the Board as a whole, the committees of the Board and for assessing the contribution of each individual director, including independent non-executive directors, as well as the Chief Executive Officer and to ensure that all assessments and evaluations carried out by the Committee in the discharge of all its functions is properly documented. Assist the Board in annual assessment of Director’s independence and in the assessment process, the Nomination Committee be guided by the provisions of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad which stipulates that an independent director is one who:a. is not, and has not been within the last 3 years, an officer of the Company or any related corporation of the Company (each corporation is referred to as “said Corporation”). For this purpose, “officer” has the meaning given in Section 2 of the Companies Act, 2016 but excludes a director who has served as an independent director in any one or more of the said Corporations for a cumulative period of less than 12 years; b. is not a major shareholder of the said Corporation; c. is not a family member of any executive director, officer, or major shareholder of the said Corporation; d. is not acting as a nominee or representative of any executive director or major shareholder of the said Corporation; e. has not been engaged as an adviser by the said Corporation or is not presently a partner, director (except as an independent director) or major shareholder, as the case may be, of a firm or corporation which provides professional advisory services to the said Corporation; f. has not engaged in any transaction with the said Corporation or is not presently a partner, director or major shareholder, as the case may be, of a firm or corporation (other than subsidiaries of the Company) which has engaged in any transaction with the said Corporation; or g. has not served as an independent director in any one or more of the said Corporations for a cumulative period of more than 12 years from the date of his first appointment as an independent director. Facilitate board induction and annual training programs for newly appointed directors and for members of the Board respectively. Take appropriate steps to consider women candidates for Board membership to achieve the gender diversity policy as may be set by the Board from time to time. To review and recommend to the Board, the term of office and performance of the Audit Committee and each of its members annually to determine whether the Audit Committee and members have carried out their duties in accordance with their terms of reference.

Terms of Reference

Members	Dato’ Tan Tian Meng (CHAIRMAN) (Independent Non-Executive Director) Mr Wong Choong Yee (Senior Independent Non-Executive Director) Tan Sri Lim Guan Teik (Non-Independent Non-Executive Director) Datuk Nik Ibrahim Bin Nik Abdullah (Non-Independent Non-Executive Director) Dato’ Hazli Bin Ibrahim ((Independent Non-Executive Director)
Membership	The Committee shall have at least three (3) members consisting of non-executive directors and a majority of them must be Independent Directors. The Chairman shall be an Independent Director and not the Chairman of the Board.
Functions	To review and recommend to the Board of Directors the remuneration packages of Executive Directors and senior management, considering the demands, complexities and performance of the Company as well as skills and experience required. To assist the Board in developing and administer a fair and transparent procedure for setting policy on remuneration of directors and senior management to ensure that remuneration packages are determined based on the directors’ and senior management’s merit, qualification and competence, having regard to the Company’s operating results, individual performance and comparable market statistics. To recommend to the Board of Directors after reviewing management’s proposals:- a.overall annual salary increments guidelines/limits of all non-unionised staff; b.annual bonus limits/guidelines; c.ex-gratia payment for unionised staff; d.remuneration, benefits and other terms and conditions of employment, which have to be introduced as part of the Group’s overall human resource development plan. This would include matters such as pegging the Group salaries in line with industry standards and major changes in benefits package.
Meetings and Procedures	Meetings are to be held as and when necessary. The quorum for each meeting shall be two (2) members. The Remuneration Committee shall decide on its own procedures and administrative arrangements. The chief executive shall attend and make representations at meetings, whenever business is not related to Executive Directors’ remuneration. Minutes of each meeting shall be kept by the Company Secretary as evidence that the Remuneration Committee has discharged its function. The Chairman of the Remuneration Committee will report to the Board after each Remuneration Committee Meeting.

SECTION 1 - POLICY

This policy addresses the commitment of Muda Holdings Berhad Group (“the Company or Muda”) to integrity and ethical behaviour by helping to foster and maintain an environment where employees can act appropriately, without fear of retaliation. To maintain these standards, Muda encourages its employees who have concerns about suspected serious misconduct or any breach or suspected breach of law or regulation that may adversely impact the company, to come forward and express these concerns without fear of punishment or unfair treatment.

Muda conducts business based on the principles of fairness, honesty, openness, decency, integrity and respect. It is Muda’s policy to support and encourage its employees to report and disclose improper or illegal activities, and to fully investigate such reports and disclosures. It is also Muda’s policy to address any complains that alleged acts or attempted acts of interference, reprisal, retaliation, threats, coercion or intimidation against employees who report, disclose, or investigate improper or illegal activities (“the Whistleblowers”) and to protect those who come forward to report such activities.

Muda ensures that all reports will be treated as strictly confidential and to promptly investigate and that reports can be made anonymously, if desired. Muda’s internal control and operating procedures are intended to detect and to prevent or deter improper activities. However, even the best systems of controls cannot provide absolute safeguards against irregularities. Muda has the responsibility to investigate and report to appropriate parties, allegations of suspected improper activities and to take appropriate actions. Employees and others are encouraged to use guidelines provided by this policy for reporting all allegations of suspected misconduct and improper activities.

This policy is intended to act as a deterrent to fraud or other corruption or serious malpractices and is also intended to protect the Group’s business and reputation.

SECTION 2 - BACKGROUND

Employees will usually be the first to know when someone inside or connected with an organisation is doing something illegal, dishonest or improper, but may feel apprehensive about voicing their concerns. Muda does not believe that it is in anyone’s interest for employees with knowledge of wrongdoing to remain silent.

Reports are not limited to fraud, theft or corruption, but about possible misconduct, cover a much wider range of bad practices, including behaviour that is not in line with Muda’s values. Such bad practices can be happening, likely to happen or even have happened. These procedures are designed to encourage employees to voice concerns internally and promptly so as to prevent or remedy acts of misconduct.

SECTION 3 - OBJECTIVES AND SCOPE

Section 3.1 : Objectives of this Policy

The intended objectives of this policy are:-

To help develop a culture of openness, accountability and integrity.

To provide avenues for employees to raise concerns and define a way to handle these concerns.

To enable Management to be informed at an early stage about acts of misconduct.

To reassure employees that they will be protected from punishment or unfair treatment for disclosing concerns in good faith in accordance with this procedure.

Section 3.2 : Scope of this Policy

This Policy governs the reporting and investigation of improper or illegal activities in Muda Group as well as the protection offered to the “Whistleblowers”. This Policy DOES NOT apply to or change the Group’s policies and procedures for individual employee grievances or complaints relating to job performance, terms and conditions of employment, which will continue to be administered and reviewed by Muda’s Human Resource Department.

SECTION 4 - DEFINITIONS

a.Whistleblower

A person or entity making protected disclosure about improper or illegal activities is commonly referred to as a whistleblower. Whistleblower may be Muda employees, applicants for employment, vendors, contractors, customers or the general public. The whistleblower’s role is as a reporting party. They are not, investigators or finders of fact, nor do they determine the appropriate corrective or remedial action that may be warranted.

b.Good Faith

Good faith is evident when the report is made without malice or consideration for personal bbenefit and the employee has a reasonable basis to believe that the report is true; provided however, a report does not have to be proven to be true to be made in good faith. Good faith is lacking when the disclosure is known to be malicious or false.

c.Misconduct/Improper Activities

Examples of misconduct includes, but not limited to fraud, corruption, bribery or other malpractices which could lead to a financial loss to the Group; criminal offences, eg. theft, drug taking; breaches relating to accuracy or integrity of the Group’s financial statements; failure to comply with laws and regulations and violation of Company policies or practices, endangerment to public health or safety and negligence of duty.5

SECTION 5 - PROCEDURES

Section 5.1: General Guidance

This Policy presumes that employees will act in good faith and will not make false accusations when reporting misconduct by the Company’s employees. An employee who knowingly or recklessly makes statements or disclosures that are not in good faith may be subject to disciplinary procedures, which may include termination. Muda will not tolerate spurious or inconsequential allegations.

Section 5.2: Reporting Allegations of Misconduct or Improper Activities

Any person may report allegations of suspected serious misconduct or any breach or suspected breach of law and regulation that may adversely impact the Muda Group, the Muda Group’s customers, shareholders, employees, investors or the public at large.
Acts of misconduct may be disclosed in writing, telephonically or in person. However, all reports are encouraged to be made in writing, so as to assure a clear understanding of the issues raised. The format provided in Appendix I may be used for reporting purposes.
Individuals are recommended to self-identify, though it is not a requirement of the policy.
All reports should be sent directly to any of the members of the Whistleblowing Committee. Contact information of the “Whistleblowing Committee” members are as follows:-

	Name	Common Contact Address
Chairman	Mr Wong Choong Yee	c/o The Company Secretary Lot 7, Jalan 51A/241, 46100 Petaling Jaya, Selangor Darul Ehsan
Members	Dato’ Hazli Bin Ibrahim
Members	Dato’ Tan Tian Meng

In case of reports sent through emails, it is recommended to mark the subject as “Muda Whistleblower” for case identification.
Although the whistleblower is not expected to prove the truth of an allegation, he/she need to demonstrate to the person contacted that there are sufficient grounds for concern.

Section 5.3: Investigating Alleged Misconduct or Improper Activities

Whistleblowing Committee Member who receives a report will notify the sender and acknowledge receipt of the reported violation or suspected violation within 5 working days.
The Committee members shall meet to discuss about the action/investigation on the reports received from the whistleblower. The Committee may also exclude from its meetings any persons it deems appropriate, depending on the nature of the compliant.
The Committee Members have the responsibility to conduct investigations. In addition, other parties may also be involved in the investigations.
The Committee Members will ensure investigations are carried out using appropriate channels, resources and expertise.
Some concerns may be resolved by agreed action without the need for an investigation. Concerns about allegations which fall within the scope of specific procedures of the Muda Group will be referred for consideration under those procedures.
The Committee Members will report to the Committee Chairman on a periodic basis about the reports received and actions taken.
The Management reserves the right to make any decisions on the findings by the Committee.

SECTION 6: ROLES AND RESPONSIBILITIES

Whistleblowers

Whistleblowers should act in good faith and should not make false accusations when reporting of misconduct by the Company’s employees.

Suspects

Suspects have a duty to cooperate with investigators. The identity of the suspect shall remain confidential.

Investigators

All investigators should handle all matters seriously, confidentially, and promptly. All investigators shall be independent and unbiased both in fact and appearance.

Investigation Participants

Employees who are interviewed or asked to provide information have a duty to fully cooperate with the investigators. Participants should refrain from discussing or disclosing matters concerning the investigations.

Appendix 1 (Page 1)

Please provide the following details for any suspected serious misconduct or any breach or suspected breach of law and regulations that may adversely impact the Muda Group and submit directly to any of the Whistleblowing Committee members. Please note that you may be called upon to assist in the investigation, if required.

Note: Please follow the guidelines as laid out in the Whistleblowing Policy and Procedure

DOWNLOAD THE FORM