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GOVERNANCE & POLICY
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1. INTRODUCTION
Geohan Corporation Berhad (“Geohan” or “the Company”), together with all its subsidiary(ies), joint venture companies and associates (collectively, “the Group”) is committed to ethical, transparent, and responsible business practices. This commitment extends to compliance with all applicable laws, which include compliance with the Malaysian Anti-Corruption Commission Act 2009 (“MACC Act 2009”), Anti- Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 and the Malaysian Anti-Corruption Commission (Amendment) Act 2018 (“MACC (Amendment) Act 2018”), as well as any of its amendments or re-enactments that may be made by the relevant authority from time to time and regulatory requirements related to corporate liability in term of anti-bribery and anti-corruption in the countries or jurisdictions where the Group operates.
This Anti-Bribery and Corruption Policy (“Policy”) outlines the guidelines, principles, and requirements for the Group to have an unambiguous policy statement on the Group’s position regarding bribery and corruption forms the cornerstone of effective integrity management in relation to the businesses and operations of the Group.
This Policy is supplemental to and shall be read in conjunction with the Group’s Code of Ethics and Conduct of the Group as annexed herewith, as well as the Whistleblowing Policy, the MACC Act 2009, and the MACC (Amendment) Act 2018, where applicable. In cases of conflict between mandatory laws and the principles contained in this and other policies, the mandatory laws shall prevail.
2. OBJECTIVES
The objectives of this Policy are to:
(i) set out the Group’s position on matters related to bribery and corruption that may be encountered by the Directors and employees of the Group in the course of business, for the purpose of providing guidance in dealing with and preventing acts of bribery and corruption.
(ii) set out the Group’s responsibilities in complying with laws against bribery and corruption.
(iii) take reasonable and appropriate measures to ensure that its businesses do not participate in corrupt activities for its advantage or benefit.
(iv) provide adequate procedures and protection to those working for it on how to recognise and deal with bribery and corruption issues.
3. SCOPE
This Policy applies to the following:
(i) All Directors, employees and individuals (whether full-time, part-time, contract, or temporary) of the Group working at all levels and grades (“Employees”) and any third parties associated with the Group, which may include but not limited to suppliers, contractors, agents, consultants, outsourced personnel, distributors, advisers, government and public bodies, including their advisors, representatives, and officials (collectively referred to as “Associated Third Parties”);
(ii) The Group’s business dealings with private and public sector entities, including
their directors, employees, and intermediaries; and
(iii) All jurisdictions in which the Group operates.
For the purpose of this Policy:
(a) All references to “we”, “us” and “our” are to our Company, or where the context
requires in this Policy are to the Group taken as a whole;
(b) “Bribery” means the act of offering, promising, giving, or receiving something of value in exchange for some kind of influence or action in return that the recipient would otherwise not offer;
(c) “Corruption” means the act of soliciting, giving, accepting, or receiving gratification, directly or indirectly, from/to a person in authority either in the form of money, services, or valuable goods as an inducement or reward to do or not to do any act concerning the person’s principal affairs. In short, corruption is essentially an abuse of entrusted power or position to obtain a personal gain or benefit;
(d) “Facilitation payments” mean small sums, unofficial payments made to secure or expedite a routine government action by a government official. However, this excludes situations where the process is official, transparent, and the fees are directed to a Government account, as seen in legitimate fast-track channels.
(e) “Gratification” is defined in Section 3 of the MACC Act 2009 to mean the following:
(i) money, donation, gift, loan, fee, reward, valuable security, property, or interest in the property being the property of any description whether movable or immovable, financial benefit, or any other similar advantage;
(ii) any office, dignity, employment, contract of employment or services, and agreement to give employment or render services in any capacity;
(iii) any payment, release, discharge, or liquidation of any loan, obligation, or other liability, whether in whole or in part;
(iv) any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction, or percentage;
(v) any forbearance to demand any money or money’s worth or valuable
thing;
(vi) any other service or favour of any description, including protection from any penalty or disability incurred or apprehended or from any action or proceedings of a disciplinary, civil, or criminal nature, whether or not already instituted, and including the exercise or the forbearance from the exercise of any right or any official power or duty; and
(vii) any offer, undertaking, or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (i) to (vi).
(f) “Kickbacks” mean the return of a sum already paid or due as a reward for the awarding of business to certain parties or Associated Third Parties.
4. ANTI-BRIBERY AND CORRUPTION PRINCIPLES
We adopt a zero-tolerance approach to corruption and bribery. All our business activities are conducted honestly and ethically. We are committed to behaving professionally, fairly, and with integrity in all our relationships and business dealings, following our Code of Ethics and Conduct. We are committed to implementing and enforcing an effective system to counter bribery.
In the event of an investigation into corruption involving the Group, we shall ensure full cooperation with the enforcement agencies and other competent authorities, such as the Malaysian Anti-Corruption Commission.
In case of suspicious behaviour, allegations, and/or investigations related to bribery or corruption, the Human Resources Manager / Human Resources Assistant Manager reserves the right to request the relevant Employees to declare information regarding the assets owned by them as deemed necessary.
If Employees come across any suspicious activity or have a reasonable belief that this Policy has been breached or violated, you may report your concerns to your Head of Department, or follow the procedures outlined in the Whistleblowing Policy available through reporting channels at https://www.geohan.com/.
The Employee who is found violating this Policy may be subjected to disciplinary action as well as potential criminal investigation and prosecution.
The Audit and Risk Management Committee (“ARMC”) will conduct periodic risk assessments on the bribery and corruption risk of the Group, assisted by the Internal Auditors. The ARMC will periodically report to the Board of Directors of the Company (“Board”) for deliberation on the results of the bribery and corruption risk assessment, if any.
5. SPONSORSHIPS AND DONATIONS
(i) Donations and sponsorships may be permissible depending on the circumstances and should be made directly to an official entity and be capable of being publicly disclosed.
(ii) Donations and sponsorships must not be made to influence business decisions or to cover up undue payments or bribery.
(iii) The provisions relating to donations and sponsorships also apply to charitable support and donations, whether of in-kind services, knowledge, time, or direct financial contributions.
(iv) All donations and sponsorship payments must be accurately reflected in the Group’s accounting books and records, be permitted by the applicable law, and be capable of being publicly disclosed. They must state support for local community or welfare development and reciprocal business arrangements to ensure that the said donations and sponsorship payments are not used as a scheme to conceal bribery or corruption or to influence business decisions.
(v) Written or verbal approval, on a case-by-case basis, must be obtained from the Managing Director/Executive Director(s) before the Group’s funds or resources may be utilised for any direct or indirect political contributions. In the event of verbal approval, an acknowledgement must be obtained from the recipient.
6. FACILITATION PAYMENTS AND KICKBACKS
The Employees and Associated Third Parties dealing with the Group shall not accept, obtain, attempt to accept or obtain, solicit, offer, promise, or give facilitation payments and kickbacks to secure or expedite the performance of their duty. However, the Group recognises that, in exceptional circumstances, facilitation payment or kickbacks may be an immediate recourse to protect the safety of the Employees. In such situations, the prior approval of the Managing Director/Executive Director(s) is required or, in an emergency, retroactively as soon as possible after the payment.
Any request for facilitation payment or kickbacks must be reported immediately to the superior, Head of Department, or management for further advice.
7. GIFTS, HOSPITALITY AND ENTERTAINMENT
7.1 NO GIFT POLICY
The Group is committed to conducting our business in the highest standards of integrity and good governance. We practice a “No Gift Policy”, where our Employees are prohibited from directly or indirectly receiving or providing gifts.
Receiving of Gifts: In certain cultures or circumstances, gift-giving is a business etiquette, and it may be disrespectful to refuse a gift. In such circumstances, employees may receive the gift, but he/she must report to the respective Head of Department and record it in the Gift Register Form. However, under no circumstances may an employee or their family members accept gifts in the form of cash or cash equivalents.
Exemptions: There are certain exceptions whereby the provision and receiving of gifts can be accepted in the following situations:
o Token gifts are offered equally to members of the public, delegates, customers, partners, and key stakeholders attending work-related seminars, conferences, trade and business events (e.g. t-shirts, goodie bags, calendars, pens, diaries).
o Gifts offered to external parties in relation to the Group or the organisation’s official functions, events, and celebrations which is commonly given in public (e.g. commemorative gifts or door gifts offered to all guests attending the event).
o Recognition gifts from the Group to employees and Directors and/or their family members in relation to an internal or external company’s recognition function, event, and celebration (e.g. long service award).
o Gifts exchange at the organisation-to-organisation level (e.g. gifts exchanged between companies as part of an official company visit).
7.2 HOSPITALITY AND ENTERTAINMENT
This Policy does not prohibit giving or accepting hospitality and entertainment arrangements, as long as it is reasonable and appropriate to do so in circumstances that do not influence business decisions. Any such business courtesies offered or received that are transacted on behalf of the Group must be approved in accordance with the Group's limits of authority as stated in the Group’s Limits of Authority and Employee’s Handbook.
The following criteria are to be considered when giving or accepting any hospitality and entertainment arrangement:
o reasonable in value;
o transparent;
o infrequent in nature;
o not given to influence or obtain an unfair advantage; and
o respectful and customary.
Hospitality and entertainment arrangements may consist of meals, travel or transportation, accommodation, entertainment, and recreation in relation to the following circumstances:
(i) participation at work-related conferences, seminars and/or business events;
(ii) gratitude for hosting business events, conferences and/or seminars; and
(iii) business situations or to all participants and attendees, for example, work-related seminars, conferences, trade and business events.
As a general principle, Employees are expected to exercise due care and judgement in receiving or providing gifts according to the policies above and to uphold the highest standards of integrity, avoid conflicts of interest, and comply with applicable rules and regulations, as well as the Company’s Code of Ethics and Conduct. Employees shall not accept or provide gifts, hospitality, and entertainment arrangements to a third party if it is made to influence the third party to obtain or retain business, or in exchange for favours or benefits. In addition, lavish or unreasonable gifts, as well as hospitality and entertainment arrangements, should not be accepted.
All persons subject to this Policy shall observe and refer to our latest available Group’s Employee Handbook and corresponding updates from time to time.
8. CONFLICT OF INTEREST
The Employees shall not use their official position, confidential information, assets, and other resources for their personal gain or the advantage of their family and associates.
Should the Employees encounter a conflict-of-interest situation, they are required to disclose the said situation according to the terms of the Employee’s Handbook.
9. ASSOCIATED THIRD PARTIES
(i) The Associated Third Parties are expected to abide by ethical business practices and avoid corrupt practices, including bribery.
(ii) The Associated Third Parties acting on behalf of the Group must contractually agree to abstain from bribery and corrupt practices.
(iii) The Associated Third Parties are required to sign a declaration confirming they have been provided with a copy of this Policy and that they undertake to abide by the provisions of this Policy directly or indirectly applicable to them.
(iv) The appropriate assessment shall be conducted on the Associated Third Parties acting on behalf of the Group to ensure the business and background of the potential Associated Third Parties are free from bribery elements or conflict of interest prior to the procurement process, with the duly completed declaration form submitted to the Group.
(v) If there are suspicions of bribery and corruption on the part of the Associated Third Parties in their dealings with the Group, the Group reserves the right to seek an alternative supplier for the goods or services.
10. COMMUNICATION AND TRAINING
The Group will continue to provide specific and regular training in relation to anti- corruption and bribery laws and compliance with this Policy for all new and existing Employees.
This Policy is published on the Company’s website, and awareness is reinforced through emails, newsletters, and the Group’s Employee’s Handbook.
All Employees are required to sign a declaration that they have read and understood and will abide by this Policy.
The current Employees are required to sign the declaration as soon as practicable. It is envisaged that the declaration may be submitted electronically in the future.
Due diligence procedures such as background checks on the person or entity, a document verification process, or interviews may be carried out prior to entering into any formalised relationships.
11. CONFIDENTIALITY AND PROTECTION
Any individual who knows of or suspects a violation of this Policy is encouraged to whistle blow or report the concerns through the mechanism set out under the Group’s Whistleblowing Policy. The provision, protection, and procedures of the Whistleblowing Policy for reporting violations of this Policy are available on the Company’s website.
No individual will be discriminated against or suffer any sort or manner of retaliation for raising genuine concerns or reporting in good faith on violations or suspected violations of this Policy. All reports will be treated confidentially.
12. MONITORING AND REVIEW
The Employees and the Associated Third Parties are responsible for the success of this Policy and should ensure adherence to this Policy and use it to disclose any suspected danger or wrongdoing.
Internal control systems and procedures of the Group will be subject to regular audits to provide assurance that they are effective in countering corruption and bribery.
The Company will conduct regular risk assessments to identify bribery and corruption risks facing the business, set anti-bribery and corruption objectives, and assess the effectiveness of existing controls in achieving those objectives.
13. RECORDS-KEEPING
Proper and complete records must be maintained of all payments made to third parties in the usual course of business, as these would serve as evidence that such payments were bona fide and not linked to corrupt and/or unethical conduct. All accounts, invoices, documents, and records relating to dealings with the Associated Third Parties are maintained and recorded with accuracy and completeness.
All expense claims relating to gifts or entertainment made to third parties must be submitted in accordance with the Group’s reimbursement procedures and/or applicable policy and specifically record the reasons for such expenditure.
All documents, accounts, and records relating to dealings with third parties, such as customers, suppliers, and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts should be kept “off-book” to facilitate or conceal improper payments.
The Group will also maintain records of the relevant declaration submitted by the Employees and Associated Third Parties to ensure that all persons subject to this Policy comply with the requirements.
14. COMPLIANCE WITH THE LAW
The Group will comply with all applicable laws, rules, and regulations of the governments, commissions, and exchanges in jurisdictions within which the Group operates. The Employees are expected to understand and comply with the MACC Act 2009 (including any amendments thereof). The Group reserves the right to report any actions or activities suspected of being criminal in nature to the police or other relevant authorities.
15. PERIODIC REVIEW
This Policy will be reviewed periodically, and in any event, at least once every (3) years to ensure its effectiveness and consistency with the governing legislation and regulatory requirements, or more frequently should there be material changes to the said legislation and regulations or circumstance of the business, if any.
16. BOARD APPROVAL
This Policy (Version No. 1) was reviewed and approved by the Board on 29 May 2025. Any amendment(s) to this Policy shall be approved by the Board from time to time, when necessary.
CODE OF ETHICS AND CONDUCT
All Directors and employees of the Group, in exercising and/or discharging his/ her powers or duties, shall comply with all applicable laws, rules and regulations, including the constitutions of the Company. The core areas of conduct include the following:-
(a) Adherence to the Code of Ethics and Conduct at all times.
(b) Maintenance of high standards of business, professional, and ethical conduct, refraining from accepting gifts or other forms of benefits that may reasonably influence the performance of their duties.
(c) Adherence to the principles of selflessness, integrity, objectivity, accountability, openness, honesty, and leadership, including the ethical handling of conflicts of interest.
(d) Prohibition of the use of information gained in the course of duties for personal gain or political purposes.
(e) Upholding accountability, acting in good faith, and serving the best interests of the Group's corporate opportunities, assets, and confidential information.
(f) Ensuring the protection of the Group's legitimate business interests, including corporate opportunities, assets, and confidential information.
(g) Providing full, fair, accurate, timely, and understandable disclosure.
(h) Declaration of any personal, professional, or business or potential conflict of interests that may conflict with responsibilities.
ENFORCEMENT OF THE CODE OF ETHICS AND CONDUCT
In the event of any violation of this Code of Ethics and Conduct by any Director or employees of the Group, the Board shall determine appropriate actions to be taken after considering all relevant information and circumstances.
REVIEW OF THE CODE OF ETHICS AND CONDUCT
The Board will review this Code of Ethics and Conduct from time to time to ensure that it continues to remain relevant and appropriate.
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1. INTRODUCTION
Geohan Corporation Berhad (“Geohan” or “the Company”) and its subsidiary(ies) (collectively “the Group”) are committed to the highest standard of corporate governance and business integrity.
In recognising the abovementioned values, the Group provides an avenue for all employees of the Group and members of the public to raise their concerns or disclose any improper conduct within the Group and to take appropriate action to resolve them effectively.
2. OBJECTIVE
This Whistleblowing Policy (“this Policy”) is formulated to enable the reporting of genuine concerns about any actual or possible improprieties at the earliest opportunity in good faith without the fear of retaliation so that appropriate actions can be taken to address or mitigate such concerns.
The intended objectives of this Policy are:
i. To encourage and develop a culture of openness, accountability, and integrity.
ii. To provide a transparent and confidential process for dealing with concerns.
iii. To protect the long-term reputation of the Group.
iv. To maintain a healthy working culture and an efficient corporation.
v. To provide avenues for the employees to raise genuine concerns or allegations through the appropriate channels upon discovery of any possible misconduct.
vi. To ensure protection for an individual who reports the concerns or allegations in good faith in accordance with the procedures.
vii. To enable the Management to be informed at an early stage about acts of misconduct.
3. SCOPE OF THE POLICY
This Policy applies to the Group.
All Directors and employees of the Group working at all levels and grades, shareholders, and any third parties associated with the Group, which may include but not limited to customers, suppliers, contractors, agents, consultants, outsourced personnel, distributors, advisers, government and public bodies including their advisers, representatives, and officials are encouraged to report or disclose through established channels, concerns about any violations of the Code of Ethics and Conduct of the Group, including, but not limited to the following:-
a. Fraud or Dishonesty;
b. Breaches of Policies, Procedures and applicable laws and regulations;
c. Bribery or Corruption or blackmail;
d. Abuse of Power;
e. Conflict of Interest;
f. Insider Trading;
g. Criminal breach of trust;
h. Sexual Harassment;
i. Criminal Offences;
j. Misuse of confidential information;
k. Acts or omissions that endanger employees’ or public health and safety;
l. Deficiencies in or non-compliance with the Group’s internal controls;
m. Gross mismanagement, including breaches affecting society or the environment; and/or
n. Concealment of any, or a combination, of the above.
This Policy does not apply to grievances concerning an employee’s terms of employment or other aspects of concerns or complaints within the scope of the Staff/Employment Policy.
4. ACTING IN GOOD FAITH
The Group expects all parties to act in good faith and have a reasonable belief that the information and any allegations in it are sustainably true and not acting for personal gain. Any anonymous whistleblower will not be entertained. However, the Group reserves its right to investigate any anonymous disclosure. If allegations are proven to be malicious, parties responsible may be subject to appropriate action, up to and including legal action, where applicable.
5. CONFIDENTIALITY
The identity of the whistleblower will be kept confidential. Consent of the whistleblower will be sought should there be a need to disclose identity for investigation purposes.
6. PROTECTION
The Group assures the whistleblower who raises issues of concern that he/she will be protected from interference with his/her lawful employment or livelihood, including discrimination, discharge, demotion, suspension, disadvantage, termination, or adverse treatment in relation to his/her employment, career, profession, trade or business or the taking of disciplinary action as a result of his/her reporting, provided the report is made in good faith and without malice. Any party that retaliates, including harassment and victimization, against a whistleblower who has reported allegations in good faith may be subject to appropriate action, up to and including legal action, where applicable.
7. REVOCATION OF POLICY
The protection stated above shall be revoked by the Group if:
i. The whistleblower himself/herself has participated in improper conduct, wrongdoings, corruption, fraud and/or abuse;
ii. The whistleblower made his/her disclosure without good faith;
iii. The disclosure was frivolous or vexatious; or
iv. The disclosure was made with the intention or motive to avoid dismissal or other disciplinary action against the whistleblower himself/herself.
8. ACTION
a. The Chairperson/Managing Director (“MD”)/Executive Director(s) (“ED”) of the Company who receives the complaint shall maintain all complaints received, tracking their receipt, investigation, and resolution.
b. Each report shall be screened to assess its reliability and whether there is sufficient information to warrant an investigation.
c. All reports will be investigated promptly by the person receiving the report or disclosure. If required, assistance from other resources within the Group can be sought.
d. Upon completion of the investigation, an appropriate course of action will be recommended to the Audit and Risk Management Committee of the Company (“ARMC”) for their deliberation.
e. The decision taken by the ARMC will be implemented immediately. Where possible, steps will also be implemented to prevent similar situations from arising.
f. The ARMC shall then update the Board of Directors of the Company (“Board”) on the report of the status and outcome of the investigation and whether the effectiveness of the implementation of this policy requires their attention and approval.
9. WHISTLEBLOWING REQUIREMENTS
The reports should be submitted together with the following information:-
a. Details of the whistleblower (strongly encouraged, even though whistleblower may choose to remain anonymous);
b. Type of activity/conduct;
c. The reason for the concerns;
d. Details of suspected personnel involved;
e. Details of the incident (including date, time and location of the incident); and
f. Any supporting/documentation of all factual evidence.
10. REVERTING TO COMPLAINANT
The whistleblower will be informed on the progress and status of the investigation, however, the Group reserves the right not to inform the whistleblower of the precise action plan and/or the outcome of the investigation as this may infringe a duty of confidentiality owed to someone else.
11. WHISTLEBLOWING CHANNEL
The established channels for whistleblowing reporting are as follows:
a. Any concern should be raised with the immediate superior. If for any reason, it is believed that this is not possible or appropriate, then the concern should be reported to the Chairperson/MD/ED. The channel of reporting is as follows:
By Mail: Strictly Confidential
Geohan Corporation Berhad
40, Jalan Datuk Sulaiman,
Taman Tun Dr. Ismail,
60000 Kuala Lumpur. Malaysia
Attention: The Chairperson / MD / ED
Or
By Email: wbc@geohan.com
b. If for any reason, it is believed that reporting to Management is a concern or not possible or appropriate, then the concern should be reported to the Chairperson of ARMC. The channel of reporting to the ARMC Chairperson is as follows:
By Mail: Strictly Confidential
Geohan Corporation Berhad
40, Jalan Datuk Sulaiman,
Taman Tun Dr. Ismail,
60000 Kuala Lumpur. Malaysia
Attention: The Audit and Risk Management Comittee Chairperson
Or
By Email: wbc@geohan.com
12. REVIEW OF THE POLICY
This Policy will be reviewed at least once every three (3) years to ensure its effectiveness, and consistency with the governing legislation, the Board’s objectives, responsibilities and standards of corporate governance and regulatory requirements, or more frequently should there be material changes to the said legislation and regulations or circumstance of the business, if any.
This Policy (Version No. 1) was reviewed and approved by the Board on 29 May 2025.
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1. INTRODUCTION
The Directors’ Fit and Proper Policy (“Policy”) of Geohan Corporation Berhad (“Geohan” or “the Company”) and its subsidiary(ies) (collectively, “the Group”) is to ensure a transparent and rigorous process for the appointment and re-election of Directors of the Group in accordance with Paragraph 15.01A of the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”).
This Policy sets out the criteria for the appointment and re-election of Directors of the Group and ensure compliance with the Listing Requirements of Bursa Securities.
2. OBJECTIVE
This Policy serves as a guidance to the Nomination Committee of the Company and the Board of Directors of the Company (“Board”) in their review and assessment of the potential candidates for appointment to the Board as well as the retiring Directors who are seeking re-election at the annual general meeting.
This Policy aims to ensure that the Directors of the Group comply with Paragraph 2.20A of the Listing Requirements of Bursa Securities who possess the character, integrity, relevant range of skills, knowledge, experience, competence and time commitment to perform their roles and responsibilities with the highest integrity and professionalism as well as to act effectively, honestly and in the best interest of the Group.
3. FIT AND PROPER CRITERIA
Factors for the “Fit and Proper Criteria” to assess the relevant person include but are
not limited to the following:
(i) Character and integrity;
(ii) Experience and competence; and
(iii) Time and commitment.
3.1 Character and Integrity
(a) Probity
o is compliant with legal obligations, regulatory requirements and professional standards; and
o has not been obstructive, misleading or untruthful in dealings with regulatory bodies or a court.
(b) Personal Integrity
o has not perpetrated or participated in any business practices which are deceitful, oppressive, improper (whether unlawful or not), or which otherwise reflect discredit on his professional conduct;
o service contract (i.e. in the capacity of management or Director) had not been terminated in the past due to concerns about personal integrity; and
o has not abused other positions (i.e. political appointment) to facilitate government relations for the Company in a manner that contravenes the principles of good governance.
(c) Financial Integrity
o manages personal debts or financial affairs satisfactorily; and
o demonstrates the ability to fulfil personal financial obligations as and when they fall due.
(d) Good Reputation
o is of good repute in the financial and business community;
o has not been convicted for offences or any public sanction or penalty been imposed by the relevant regulatory bodies, in managing or governing an entity for the past five (5) years; and
o has not been substantially involved in the management of a business or company which has failed, where that failure has been occasioned in part by deficiencies in that management.
3.2 Experience and Competence
(a) Qualifications, training and skills
o possess education qualification that is relevant to the skill set that the Director is earmarked to bring to bear onto the boardroom (i.e. a match to the board skill set matrix);
o has a considerable understanding of the workings of a corporation;
o possesses general management skills as well as an understanding of corporate governance and sustainability issues;
o keeps knowledge current based on continuous professional development; and
o possesses leadership capabilities and a high level of emotional intelligence.
(b) Relevant experience and expertise
o possesses relevant experience and expertise with due consideration given to past length of service, nature and size of business, responsibilities held, number of subordinates as well as reporting lines and delegated authorities.
(c) Relevant past performance or track record for the position of Director
o had a career of occupying a high level position in a comparable organisation and was accountable for driving or leading the organisation’s governance, business performance or operations; and
o possesses commendable past performance record as gathered from the results of the board effectiveness evaluation.
3.3 Time and Commitment
(a) Ability to discharge role having regard to other commitments
o able to devote time as a board member, having factored in other outside obligations including concurrent board positions held by the Director across listed issuers and non-listed entities (including non- profit organisations).
(b) Participation and contribution in the board or track record
o demonstrates a willingness to participate actively in board activities;
o demonstrates willingness to devote time and effort to understand the businesses and exemplifies readiness to participate in events outside the boardroom;
o manifests passion in the vocation of a Director;
o exhibits the ability to articulate views independently, objectively and constructively; and
o exhibits open-mindedness to the views of others and the ability to make a considered judgment after hearing the views of others.
4. REVIEW OF THE POLICY
The Board will review this Policy from time to time and make any necessary amendments to ensure that this Policy remain consistent with the Board’s objectives, current law and practices.
This Policy is made available for reference on the Company’s website.
This Policy (Version No. 1) was reviewed and approved by the Board on 29 May 2025.
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1. INTRODUCTION
This Remuneration Policy (“this Policy”) sets out the criteria to be used in recommending the remuneration of Directors and/or key senior management of Geohan Corporation Berhad (“Geohan” or “the Company”) and its subsidiary(ies) (collectively, “the Group”) and is aligned with the best practices recommended under the Malaysian Code on Corporate Governance.
2. OBJECTIVES
This Policy establishes the remuneration principles and guidelines for the Board of Directors of the Company (“Board”) and the Remuneration Committee of the Company (“RC”) to determine the remuneration of Directors and/or key senior management of the Company, which takes into account the demands, complexities, and performance of the Company, as well as skills and experience required.
3. PRINCIPLES
This Policy is guided by the following key principles in remunerating the Directors of the Company:
(i) fees payable to Directors who hold non-executive role in the Company shall be paid by a fixed sum and not by a commission on or percentage of profits or turnover;
(ii) fees and/or benefits (including meeting allowance) payable to Directors are subject to annual shareholders’ approval at a general meeting, where notice of the proposed fees and/or benefits has been given in the notice convening the meeting;
(iii) fees payable to an alternate Director (if any) shall be agreed upon between himself and the Director nominating him and shall be paid out of the remuneration of the latter; and
(iv) salaries and other emoluments payable to Directors who hold an executive role in the Company pursuant to a contract of service need not be determined by the Company in a general meeting, but such salaries and emoluments may not include a commission on or percentage of turnover.
4. REMUNERATION STRUCTURE
The tables below set out the main components and operation of the remuneration structure packages of Directors and key senior management of the Company:
(I) Remuneration structure for the key senior management and/or Directors who hold an executive role in the Company
Component of PayParticularsOther BenefitsOther benefits which include contribution of EPF, SOCSO, medical fees, medical or health insurance, motor vehicle, driver, handphone, commission, travelling and entertainment claims, and allowance amongst others, will be provided based on the Group’s human resource policy in the context of market practices from time to timeBonus/Incentive/FeeAnnual bonus/ incentive/ fee will be paid to reward, retain and motivate the individual and will depend on the performance of the Company/the Group and the personal contribution of the individual to the achievement of those results. This may include a profit-sharing scheme designed to align individual success with organisational achievements.Base SalaryA fixed salary will be paid for performing the scope of duties and responsibilities and will be reviewed based on the individual performance and achievements of the Company/the Group and comparable market rate within the industry.(II) Remuneration structure for the Directors who hold a non-executive role in the Company
Component of PayParticularsMeeting allowance and other benefitsA reasonable fixed meeting allowance will be paid on per trip basis with the condition that attendance is a prerequisite for such remittance.
Other benefits include flight tickets, accommodation, travelling expenses, amongst others, incurred in the course of performing his duties or other things required of him as a Director of the Company.
FeesA fixed retainer sum will be paid for their contribution to the Board and the Company. The fixed fee is determined based on the following factors:
On par with the rest of the market;
Reflect the qualifications and contribution required in view of the Group’s complexity;
The extent of the duties and responsibilities; and
The number of Board meetings and Board Committees’ meetings.
5. GOVERNANCE OF REMUNERATION
i. The RC shall assist the Board in implementing this Policy on the remuneration packages for Directors of the Company. The RC also seeks to ensure that the remuneration packages are commensurate with the expected responsibility and contribution by the Directors and subsequently furnishes their recommendations to the Board for adoption.
ii. The evaluation of remuneration packages (including annual increment to the base salary) of the key senior managementshall be reviewed by the Managing Director and/or Executive Director(s). Whereas, for Directors who hold an Executive role in the Company (including the Managing Director and/or Executive Director(s)), their remuneration packages (including annual increment to the base salary) shall be reviewed and evaluated by RC and then tabled to the Board for consideration.
iii. Directors and/or key senior management of the Company may be accorded with Directors and Officers liability insurance in respect of any liability (civil or criminal) arising in the course of discharging their duties as Directors and/or key senior management of the Company provided that such liabilities were occasioned in good faith and not as a result of negligence, default or breach of duty. The premium paid for such insurance shall be borne by the Company and does not form part of the benefits given to the Directors and/or key senior management of the Company as part of their remuneration packages.
iv. The fees and/or benefits payable to the Directors including any compensation for loss of employment of a Director or former Director of the Company shall be approved at the general meeting pursuant to the Companies Act 2016.
v. Salaries, bonuses, benefits and other emoluments payable to Executive Board Members pursuant to an employment contract or a contract of service need not be determined by the Company in a general meeting but such salaries may not include a commission on or percentage of turnover.
vi. All handphone, travelling, entertainment claims, motor vehicles, or other expenses incurred by key senior management and/or Directors in discharging their duties relating to the ordinary course of business of the Company and/or its subsidiaries shall be reimbursed accordingly. All claims and reimbursements must be accompanied by the claims receipts and shall be submitted to the Accounts/Finance Department for processing in a timely manner.
6. REVIEW AND DISCLOSURE
i. The Board will review this Policy from time to time and make any necessary amendments to ensure that this Policy remains consistent with the Board’s objectives, current law and practices.
ii. The Board shall disclose this Policy in the annual report of the Company.
iii. This Policy is made available for reference on the Company’s website.
This Policy (Version No. 1) was reviewed and adopted by the Board on 29 May 2025.
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1. INTRODUCTION
Geohan Corporation Berhad (“Geohan” or “Company”) and its subsidiary(ies) (collectively “the Group”) are dedicated to integrating sustainable initiatives into our business operations. Our Sustainability Policy serves as a “Statement of Intent”, expressing our commitment to promoting sound sustainability practices to our employees, customers, and stakeholders. Sustainability, as defined in our policy, extends across all facets of ethical business conduct, responsibly and profitably addressing pertinent Environmental, Social, and Governance practices.
2. OBJECTIVES
This Sustainability Policy (“Policy”) aims to:
2.1. endeavour to integrate sustainability considerations into the day-to-day operations of the Group and ensure the effective implementation of the Group’s sustainability strategies, priorities and targets;
2.2. ensure that the Board of Directors of the Company (“Board”) and key senior management of the Company proactively consider sustainability issues when it oversees the planning, performance, and long-term strategy of the Group;
2.3. ensure the Group remains resilient and is able to deliver durable and sustainable value while maintaining the confidence of its stakeholders; and
2.4. create a culture of sustainability within the Group and the community, emphasising the integration of Environmental, Social, and Governance considerations into decision-making and the delivery of outcomes.
3. SUSTAINABLITY OPTIONS
As a conscientious corporation, the Group consistently upholds the principles of sustainability in our operations and team management. We are committed to contributing to sustainable development by directing our efforts toward the essential aspects of the Environmental, Social and Governance.
3.1 Environmental
We are dedicated to safeguarding the well-being of our employees and customers, incorporating environmental quality considerations into our day-today business operations. Our commitment involves exerting every reasonable effort to reduce materials and energy consumption, prevent air, water, and other forms of pollution, and manage waste in a secure and responsible manner.
3.2 Social
We aim to cultivate an inspiring workplace fostering a diverse workforce that maximizes its potential, all while prioritising a safe and healthy working environment for every employee. We are dedicated to continuous improvement, offering both in-house and external training programs to enhance and augment our employees' job-related skills, knowledge, and experience.
3.3 Governance
We incorporate governance into our business strategy by adhering to all legal and regulatory requirements, industry standards, and best practices. Upholding elevated ethical values, we enforce these principles through our Code of Ethics and Conduct. Additionally, we establish policies and procedures to ensure the sufficiency and integrity of our Group's internal control systems.
4. REPORTING
This Policy is embedded into our business practices through our key senior management. As needed, our key senior management will discuss with the Managing Director and Executive Director(s) regarding measurable objectives and the progress made to date in achieving business sustainability and for subsequent endorsement by the Board.
5. DISCLOSURE
The reporting and disclosures about the sustainability position of the Group will be included in the sustainability statement of our Company’s Annual Report.
6. REVIEW OF THE POLICY
The Board will review this Policy from time to time and make any necessary amendments to ensure that this Policy remains consistent with the Group’s objectives and responsibilities.
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1. INTRODUCTION
(a) To outline the procedures for the purpose of identifying, monitoring, evaluating, reporting and approving related party transactions and recurrent related party transactions.
(b) To comply with Part E, Paragraphs 10.08 and 10.09 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and other applicable laws.
2. OBJECTIVES
(a) “ARMC” shall mean the Audit and Risk Management Committee of the Company.
(b) “Board” shall mean the Board of Directors of the Company.
(c) “Bursa Securities” shall mean Bursa Malaysia Securities Berhad.
(d) “Company” or “Geohan” shall mean Geohan Corporation Berhad.
(e) “Geohan Group” or “the Group” shall mean Geohan Corporation Berhad and its subsidiary(ies).
(f) “Director” shall have the meaning given in Section 2(1) of the Capital Markets and Services Act 2007 and includes any person who is or was within the preceding six (6) months from the date on which the terms of the transaction were agreed upon:-
(i) a director of the listed issuer, its subsidiary(ies) or holding company; or
(ii) a chief executive of the listed issuer, its subsidiary(ies) or holding company.
(g) “Family” in relation to a person means such person who falls within any one (1) of the following categories:-
(i) spouse;
(ii) parent;
(iii) child including an adopted child and step-child;
(iv) brother or sister; and
(v) spouse of the person referred to in points (g) (iii) and (iv) above.
(h) “Listing Requirements” shall mean Main Market Listing Requirements of Bursa Securities.
(i) “Major Shareholder” includes any person who is or was within the preceding six (6) months of the date on which the terms of the transaction were agreed upon - a major shareholder of the listed issuer as defined under Paragraph 1.01 of Listing Requirements or any other corporation which is its subsidiary or holding company.
(j) “Person connected” in relation to a Director or Major Shareholder, means such a person who falls under any one (1) of the following categories:-
(i) a family member of the Director or Major Shareholder;
(ii) a trustee of a trust (other than a trustee for a share scheme for employees or pension scheme) under which the Director or Major Shareholder, or family member of the Director or Major Shareholder is the sole beneficiary;
(iii) a partner of the Director or Major Shareholder, or a partner of a person connected with that Director or Major Shareholder;
(iv) a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the Director or Major Shareholder;
(v) a person in accordance with whose directions, instructions or wishes the Director or Major Shareholder is accustomed or is under an obligation, whether formal or informal, to act;
(vi) a body corporate or its Directors which/who is/are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the Director or Major Shareholder;
(vii) a body corporate or its Directors, in accordance with whose directions, instructions or wishes the Director or Major Shareholder is accustomed or under an obligation, whether formal or informal, to act;
(viii) a body corporate in which the Director or Major Shareholder, or person connected with him/her are entitled to exercise, or control the exercise of, not less than 20% of the votes attached to voting shares in the body corporate; or
(ix) a body corporate which is a related corporation of the Director or Major Shareholder.
(k) “Recurrent Related Party Transaction” or “RRPT” shall mean a related party transaction which is recurrent, of revenue or trading nature, which is necessary for day-to-day operations of the Company or its subsidiaries and which has been made or will be made by the Company and/or its subsidiaries at least once in three (3) years in the course of its business.
(l) “Related Party” shall mean Director, Major Shareholder or person connected with such Director or Major Shareholder of the Company, its subsidiary(ies) or holding company.
(m) “Related Party Transaction” or “RPT” shall mean a transaction entered into by the Company or its subsidiaries that involves the interest, direct or indirect, of a Related Party.
(n) “Transaction” shall mean the acquisition, disposal or leasing of assets, the establishment of joint ventures, the provision of financial assistance, the provision or receipt of services or any business transaction or arrangement entered into, by the Company or its subsidiary(ies) but excludes transactions entered into between the Company (or any of its wholly-owned subsidiaries) and its wholly-owned subsidiary(ies).
3. IDENTIFICATION OF RELATED PARTIES
(a) The list of Related Parties (which is not exhaustive) will be compiled and kept by the Finance Department and circulated within the Group (i.e. Finance Department and its head of subsidiaries) annually.
(b) The Group are advised to understand and familiarise themselves with the list of Related Parties when entering into any transaction.
(c) In the event that the proposed transaction is to be entered into with any of the Related Parties as identified in the list of Related Parties, such proposed transaction shall be reported to the Finance Department to ascertain the compliance requirements under the Listing Requirements.
4. REPORTING PROCESS AND APPROVING AUTHORITY FOR RPT AND RRPT
(a) RPT
(i) Before entering into a Transaction, the originator/buyer must notify and furnish the details of the contract/agreement/transaction to the Finance Department for verification of whether it is a RPT.
(ii) The Finance Department will compute the percentage ratio in accordance with formulas that are provided in the Listing Requirements as set out in Appendix I (Percentage Ratios) and ensure the compliance requirements as set out in Appendix II (Compliance Requirements for RPT).
(iii) RPT which is below RM500,000 in value for each transaction is subject to the approval of the Managing Director or Executive Director(s) of the Company. The Board’s approval is not required for RPTs with value less than RM500,000.
(iv) RPT which is RM500,000 and above in value shall be reviewed and approved by the ARMC and the Board before the Transaction is entered into.
(v) The ARMC and the Board shall satisfy that the RPT is:-
➢ in the best interest of the Company;
➢ fair, reasonable and on normal commercial terms; and
➢ not detrimental to the interest of the minority shareholders.
(vi) Submit the draft announcement for the RPT to the Board for deliberation and approval based on the ARMC’s recommendation when any one (1) of the percentage ratios of the RPT is 0.25% or more. The announcement is not required if the value of the consideration of the RPT is less than RM500,000 or if it is a RRPT.
(vii) If a member of the ARMC, the Board or the Board of Geohan’s subsidiary(ies) has any interest (direct or indirect), in the RPT, he/she shall:
➢ declare his/her interest in the RPT and abstain from any deliberation and decision making by the ARMC, the Board, or the Board of Geohan’s subsidiaries in respect of such RPT and continue to abstain from voting on the resolution approving the RPT; and
➢ undertake that he/she will ensure that persons connected with him/her abstain from voting on the resolution deliberating or approving the proposal at the general meeting.
(viii) The Finance Department will maintain and update a Register of RPTs after verifying with the company secretary and ensure that all relevant announcements are released to Bursa Securities accordingly.
(ix) The Internal and External Auditors to review the Register of RPTs on an annual basis, where applicable.
(x) The Finance Department shall report the RPTs to the ARMC and the Board on a quarterly basis and disclose any material RPTs in the quarterly report to Bursa Securities.
(b) RRPT
(i) Before entering into a Transaction, the originator/buyer must notify and furnish the details of the contract/agreement/transaction to the Finance Department for verification of whether it is a RRPT.
(ii) The Finance Department will:
➢ maintain and update the Register of RRPTs.
➢ monitor the threshold of the RRPT in consultation with the company secretary and ensure that an immediate announcement is made if:-
• in relation to a listed issuer with a share capital of RM60 million and above -
▪ the consideration, value of the assets, capital outlay or costs of the RRPT is RM1 million or more; or
▪ the percentage ratio of the RRPT is 1% or more,
whichever is the higher.
• in relation to a listed issuer with a share capital which is less than RM60 million -
▪ the consideration, value of the assets, capital outlay or costs of the RRPT is RM1 million or more; or
▪ the percentage ratio of the RRPT is 1% or more,
whichever is the lower.
➢ monitor the threshold of the RRPT and ensure that an immediate announcement is made when the actual value of RRPT exceeds the estimated value of the RRPT disclosed in the circular (shareholders’ mandate for RRPT, if any) by 10% or more.
(iii) Internal and External Auditors to review the Register of RRPTs on an annual basis, where applicable.
(iv) The pricing for services and products to be provided/supplied and/or received will be determined based on the Group’s business practices and policies to ensure that prices and terms and conditions are based on competitive prices of similar products and services in the open market.
(v) At least two (2) other contemporaneous transactions with unrelated third parties for similar products/services and/or quantities will be used as a comparison, wherever possible, to determine whether the price and terms offered to/by the related parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar type of products/services and/or quantities.
(vi) In the event that quotation or comparative pricing from unrelated third parties cannot be obtained, the transaction price will be based on prevailing market rates/prices that are agreed based on usual business practices and policies and on terms that are generally in line with industry norms in order to ensure that the RRPT is not detrimental to the Company or the Group.
(vii) The RRPT which is below RM1.0 million in value for each transaction is subject to the approval of the Managing Director or the Executive Director(s) of the Company.
(viii) The RRPT which is RM1.0 million and above or 1% of any percentage ratios shall be reviewed and approved by the ARMC and the Board before the transaction is entered into.
(ix) The ARMC shall review the findings of internal audit reports relating to the RRPT (if any).
(x) Any member of the ARMC may, as he/she deems fit, request for additional information pertaining to the transaction from independent sources or advisers, including obtaining of valuation from professional valuers or advisers.
(xi) If a member of the ARMC, the Board or the Board of Geohan’s subsidiary(ies) has any interest (direct or indirect), in the RRPT, he/she shall:
➢ declare his/her interest in the RRPT and abstain from any deliberation and decision making by the ARMC, the Board or the Board of Geohan’s subsidiary(ies) in respect of such RRPT and continue to abstain from voting on the resolution approving the transactions; and
➢ Undertake that he/she will ensure that persons connected with him/her abstain from voting on the resolution deliberating or approving the proposal at the general meeting.
(xvi) The Finance Department shall report to the ARMC and the Board on the RRPT on a quarterly basis and disclose the RRPT in the quarterly report to Bursa Securities.
(xvii) The Company may seek a mandate from its shareholders for the RRPTs subject to the following:-
➢ the transactions are entered into in the ordinary course of business and are on terms not more favourable to the Related Party than those generally available to the public;
➢ the shareholders’ mandate is subject to annual renewal and disclosure is made in the annual report of the aggregate value of transactions conducted pursuant to the shareholder mandate during the financial year where the aggregate value is equal to or more than a prescribed threshold;
➢ the Company’s circular to shareholders for the shareholder mandate includes such information as may be prescribed by Bursa Securities. The draft circular must be submitted to Bursa Securities together with a compliance checklist;
➢ at the general meeting to obtain the shareholder mandate, the interested related party must abstain from voting on the resolution approving the RRPT. An interested related party must ensure that the persons connected with him abstain from voting on the resolution in respect of RRPT;
➢ the Company must immediately announce to Bursa Securities when the actual value of a RRPT, exceeds the estimated value of the RRPT as disclosed in the circular by 10% or more and must include such information as may be prescribed by Bursa Securities in its announcement; and
➢ where the Company has procured the shareholder mandate, the provisions of Paragraph 10.08 of the Listing Requirements on the RPT shall not apply.
5. MAINTENANCE OF RECORDS
(a) The Finance Department shall keep the list of Related Parties and Directors and Major Shareholders’ declaration forms.
(b) The Finance Department shall keep the Registers of RPTs and RRPTs and ensure proper maintenance and retention of documentation. Such documentation should be readily accessible to regulators and other interested parties
6. REVIEW OF THE POLICY
The ARMC and the Board reserve the right to modify or amend this Policy at any time as it may deem necessary to align the policy with Listing Requirements, the Companies Act 2016, the latest Malaysian Code on Corporate Governance and any other applicable laws enforced at the time being.
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OBJECTIVE
The objective of this Policy is to ensure effective communication to the shareholders and the general public regarding the business, operations and financial performance of Geohan Corporation Berhad (“Geohan” or “the Company”) and its subsidiary(ies) (collectively “the Group”), and where necessary, information filed with regulators is in accordance with all applicable legal and regulatory requirements.
1. APPLICATION OF THE POLICY
This Corporate Disclosure Policy (“this Policy”) applies to all Directors, Officers, Management and employees of the Group, and those authorised to speak on their behalf (“Geohan’s Personnel and Officers”).
The disclosure requirements consist of the following:
a. Periodic disclosures;
b. Immediate disclosures;
c. Transaction based disclosures; and
d. Prescribed material events.
2. DISCLOSURE COMMITTEE
2.1 General
The Board of Directors of the Company (“Board”) is ultimately responsible for ensuring that this Policy is implemented effectively, and the disclosure requirements as set out are strictly complied with. The Board delegates the implementation of this Policy to the Disclosure Committee to be headed by the Managing Director (“MD”) or Executive Director(s) (“ED”). It is the responsibility of Geohan’s Personnel and Officers to keep the Disclosure Committee and/or authorised spokespersons fully informed of all significant developments in the Group that could potentially impact the disclosure process to facilitate the determination of materiality, appropriateness, and timing for public disclosure of the information.
2.2 Composition of the Disclosure Committee
The Disclosure Committee is responsible for overseeing the Company’s disclosure practices in complying with this Policy. The Disclosure Committee comprises the following members:
a. MD;
b. ED;
c. Chief Financial Officer (“CFO”) or Financial Controller (“FC”) (“Head of Finance”); and
d. Outsourced Company Secretary Agent (“Secretary Agent”).
The Head of Finance will serve as the primary contact person for the Disclosure Committee and will engage other members as necessary and appropriate to the matter at hand. In his or her absence, other members can be contacted for matters referred to in this Policy.
3. DESIGNATED SPOKESPERSONS
The Company designates a limited number of spokespersons (“Authorised Spokespersons”) responsible for the disclosure of corporate information and communication with Bursa Malaysia Securities Berhad (“Bursa Securities”), investment analysts, potential investors, or the media. The following personnel are currently the Authorised Spokespersons, and they may authorise other persons to communicate with the media or the investor community from time to time:
a. Chairman of the Board;
b. MD;
c. ED; and
d. Head of Finance.
In addition, the representatives designated by the Secretary Agent are authorised to release and submit all relevant announcements, periodic financial reports/returns, disclosure forms as approved by the Director(s) and/or any other secretarial related information to Bursa Securities and Securities Commission Malaysia for and on behalf of the Company, including communicating, orally or in writing, with Bursa Securities and/or any other authorities as well as the shareholders and beneficial owners regarding secretarial, corporate governance, other shareholders or administrative matters.
Geohan’s Personnel and Officers who have not been designated by the Authorised Spokespersons MUST NOT respond under any circumstances to inquiries from the investment community, the media, or others. All such inquiries should be referred to the Authorised Spokespersons or to those persons designated by the Authorised Spokespersons, from time to time.
4. RESPONSIBILITIES AND PROCEDURES FOR DISCLOSURE OF MATERIAL INFORMATION
The Disclosure Committee will manage all the Company’s release of announcements of material information to Bursa Securities through the Secretary Agent via their Bursa LINK.
The Secretary Agent and/or Head of Finance of the Company or the appointed Adviser will draft the announcement which will then be reviewed by the Disclosure Committee to ensure compliance with the Main Market Listing Requirements (“Listing Requirements”) of Bursa Securities and the accuracy of the contents in the announcement.
All announcements must be approved by the MD and/or ED before their release to Bursa Securities. In the absence of the MD and ED, the Head of Finance shall approve the announcement.
After public dissemination, the announcement will be made available and accessible on the Company’s corporate website. The Head of Finance is responsible for ensuring that the information contained in the “Investor Relations” section of the Company’s corporate website is accurate and kept up-to-date.
5. CONFIDENTIALITY OF INFORMATION
Any employee privy to confidential corporate information is prohibited from communicating such information to anyone else unless it is necessary to do so in the course of business or required by law or authorised by the Disclosure Committee. Efforts will be made to limit access to such confidential information to only those who “need to know” the information.
Outside parties privy to undisclosed material information concerning the Company will be told that they must not divulge such information to anyone else.
6. MATERIAL INFORMATION
For the purpose of this Policy, material information should follow the guidelines and interpretation of applicable rules and regulations of Listing Requirements of Bursa Securities.
As a general guideline, information relating to the business and affairs of the Company is considered material if it is reasonably expected to have a material effect on:
a. the price, value, or market activity of any of the Company’s securities;
b. the decision of a holder of securities of the Company or an investor in determining his or her choice of action;
c. the anticipated impact of the information on the Company’s entire scope of activities; or
d. the anticipated impact of the information on the Company’s financial position performance.
Without limiting the generality of the above, material information may include information which –
a. concerns the listed corporation’s assets and liabilities, business, financial condition or prospects;
b. relates to dealings with employees, suppliers, customers and others;
c. relates to any event affecting the present or potential dilution of the rights or interests of the listed corporation’s securities; or
d. relates to any event materially affecting the size of the public holding of its securities.
7. IMMEDIATE DISCLOSURE OF MATERIAL INFORMATION
Subject to the terms of this Policy, material information will be announced immediately to Bursa Securities first and made available on the Company’s corporate website. The Company would endeavour to take a consistent approach to materiality.
Materiality can be very subjective and the Company will take the approach of assessing the likely effect of the information on the price, value or market activity of any of the Company’s securities; or the decision of a holder of securities of the Company or an investor in determining his choice of action, in addition to whether the circumstances or event are measurable and trigger the materiality thresholds in the percentage ratio calculation method set out in the Listing Requirements.
8. CLARIFICATION, CONFIRMATION OR DENIAL OF RUMOURS OR REPORTS
Whenever the Company becomes aware of a rumour or report, true or false, that contains material information, it will consult with its Directors, major shareholders and such other persons familiar with the matter, to ascertain whether:
a. the rumour or report contains undisclosed material information; and
b. immediate disclosure is required to clarify, confirm or deny the rumour or report.
All announcements made must contain sufficient facts to support the clarification, confirmation or denial and also publicly clarify any rumors or reports circulated by any means including by word-of-mouth, an article published in a newspaper, newswire, magazine, a broker’s market report or any other publication.
The Company must respond to a rumour or report by making an immediate announcement to the Bursa Securities as follows:
a. if the rumour or report contains erroneous material information, a denial or clarification of the rumour or report together with facts sufficient to support the denial or to clarify any misleading aspects of the rumour or report. The Company must also take reasonable effort to bring the announcement to the attention of the party that initially distributed the erroneous rumour or report; and
b. if the rumour or report contains material information that is correct, a confirmation of the rumour or report together with the facts of the matter and an indication of the state of negotiations or of corporate plans in the rumoured area. Such announcements are essential even if the matter has yet to be presented to the Board for consideration.
In the case of a rumour or report predicting future sales, earnings or other quantitative data, the Company is not ordinarily required to provide a response. However, if such a report is manifestly based on or contains erroneous information, or is wrongly attributed to the Company, the Company must: -
a. respond promptly to the supposedly factual elements of the rumour or report as required under MMLR; and
b. include in the announcement, a statement to the effect that the Company itself has made no such prediction and it is unaware of any facts that would justify making such a prediction.
9. UNUSUAL MARKET ACTIVITY
Where there is an unusual trading activity or price movement in the Company’s securities, the Company must upon query from Bursa Securities undertake due enquiry with the relevant persons such as its Directors and major shareholders to determine the cause and issue a clarifying announcement.
The Company must consider in particular whether there is any information which would account for the unusual market activity that –
c. has recently been publicly disclosed;
d. has not been publicly disclosed (in which case the unusual market activity may signify that a “leak” has occurred); or
e. is the subject matter of a rumour or report.
If the Company determines that the unusual market activity results from material information that has already been publicly disclosed pursuant to the Listing Requirements, the Company is generally not required to make further announcement. However, if the unusual market activity indicates that such information may have been misinterpreted, the Company must issue a clarifying announcement to Bursa Securities.
If the unusual market activity results from a “leak” of previously undisclosed information, the Company must publicly disclose the information in question in accordance with the Listing Requirements.
If the unusual market activity results from a rumour or report, the Company must comply with paragraph 8 above. If the cause of the unusual market activity cannot be determined, the Company must announce that there have been no undisclosed developments which would account for the unusual market activity
10. WITHHOLDING OF MATERIAL INFORMATION
Material information may be kept confidential temporarily if the immediate release of the information would be unduly detrimental to the interests of the Group, when the facts are in a state of flux and a more appropriate moment for disclosure is imminent or where the laws prohibit the disclosure of such information. Where material information is withheld, the Company must refrain from delaying disclosure for an unreasonable period of time since it is unlikely that confidentiality can be maintained beyond a short period of time.
In such cases, the information will be kept confidential at all times or to allow only certain persons to have access to such information to minimise leakage of information and ensure the security of the relevant confidential documents until the Disclosure Committee determines it is appropriate to publicly disclose or that the Company has a legal obligation to do so.
The Company will monitor its market activity and rumours or news reports concerning the information (if any). If confidentiality of information is lost or cannot be maintained or is believed to have been inadvertently disclosed to third parties or where the material information has become generally available through the media or otherwise, the Company shall immediately announce the information to Bursa Securities.
11. DEALINGS WITH ANALYSTS, INVESTORS AND THE MEDIA
Authorised Spokespersons are permitted to participate in briefing sessions with the financial analysts, institutional investors, media, and other market professionals on an individual or small group basis as needed. The Authorised Spokespersons will initiate contacts or respond to their calls in a timely, consistent, and accurate fashion in accordance with this Policy. The Company will provide only factual and nonspeculative information during such meetings/briefings.
If during such meetings or responses to the calls, there is inadvertent selective disclosure of previously undisclosed material information, the Company will immediately disclose such information and/or consider whether a request for suspension is needed to enable the release of information.
12. INSIDER TRADING RESTRICTION
Under Section 188(1) of the Capital Markets and Services Act 2007, a person is an “insider” if that person:
a. Possesses information that is not generally available, which on becoming generally available, a reasonable person would expect to have a material effect on the price or the value of the securities; and
b. Knows or reasonably ought to know that information is generally not available.
Based on the above definitions, these persons would include but are not limited to the following:
o Directors, officers and employees of the Group;
o Persons who provide business or professional services to the Group; and
o Any other person or company informed of undisclosed material information about the Group by any of the above parties.
As such, the persons stated above with insider knowledge of undisclosed material information are prohibited from trading in the Company’s securities until after the information has been publicly disclosed.
13. UNWARRANTED PROMOTIONAL DISCLOSURE ACTIVITY
The Company must refrain from any form of promotional disclosure activity that may mislead investors or cause unwarranted price movement and activity in a listed corporation’s securities. Such activity includes news releases, public announcements, predictions, reports, or advertisements that are:
a. not justified by actual developments concerning the Company;
b. exaggerated;
c. flamboyant;
d. overstated; or e. over-zealous.
14. CLOSED PERIODS
Pursuant to Paragraph 14.02(b) of the Listing Requirements of Bursa Securities, “Closed Period” refers to a period commencing 30 calendar days before the targeted date of announcement up to the date of the announcement of the Company’s quarterly results to Bursa Securities.
The above requirement applies to dealings in the Company’s securities by the following persons (collectively referred to as “Affected Person”):
a. A director of the Company or its major subsidiary; and
b. *A principal officer of the Company or its major subsidiary.
*Principal officer means the chief executive who is not a director, the Chief Financial Officer or any other employee of the Company or its major subsidiary respectively who has access or is privy to price-sensitive information.
As required under the Listing Requirements of Bursa Securities, the Affected Person must not deal in the Company’s securities as long as he/she is in possession of price-sensitive information relating to the Company’s securities during the Closed Period.
The Affected Person who wishes to deal in the Company’s securities during a Closed Period must first give notice of his/her intention to deal in writing to the Company and further comply with Paragraph 14.08 of Listing Requirements of Bursa Securities.
In summary, the procedures for dealing during the Closed Period are as follows:
o before any proposed dealing, the Affected Person must give notice of intention to deal in writing to the Company during a Closed Period;
o upon receipt of such notice, the Company must immediately announce it to Bursa Securities;
o any proposed dealing can only be effected after 1 full market day from the date of the announcement made above;
o the affected person must give notice of his/her dealing in writing to the Company Secretary of the Company within 1 full market day after the dealing has occurred;
o the Company must immediately announce such notice to Bursa Securities.
15. REVIEW OF THIS POLICY
The Board will review this Policy from time to time and make any necessary amendments to ensure that this Policy remains consistent with the Board’s objectives and responsibilities
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1. INTRODUCTION
This Conflict of Interest Policy (“COI Policy") sets forth guidelines and procedures to identify, disclose, and address conflicts of interest that may arise among the Key Persons (as defined herein) of Geohan Corporation Berhad (“the Company”) and its subsidiary(ies) (collectively, “the Group”). By adhering to these guidelines, the Key Persons can protect the Group's interests, promote transparency, and build trust among shareholders and stakeholders.
2. OBJECTIVE
The objective of this COI policy is to ensure that any actual, potential and perceived conflicts of interest are identified and managed effectively. This COI Policy is designed to ensure compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and provisions under the Companies Act 2016, as well as to uphold the highest standards of corporate governance and transparency.
3. SCOPE
This COI Policy applies to all Key Persons of the Group.
4. DEFINITIONS
“ARMC” means the Audit and Risk Management Committee of the Company.
“Board” means the Board of Directors of the Company.
“Conflict of Interest” or “COI” means any situation in which a Key Person's personal, financial, non-financial or other interests may influence or appear to influence his or her objectivity, integrity, or decision-making in the performance of his or her duties and responsibilities as a Key Person of the Group. A conflict of interest may be actual or potential.
“Directors” includes all independent and non-independent directors, executive and non-executive directors of the Group, and shall also include alternate or substitute directors.
“Key Persons” means all Directors, Key Senior Management and Legal Representative(s) appointed by the Group.
“Key Senior Management” means individuals holding executive positions with significant decision-making authority in the Group and/or holding substantial influence over the Group's operations and strategic direction as may be determined by the Board from time to time.
“Legal Representative(s)” means person(s) with sole powers to represent, exercise rights or enter into binding obligations, on behalf of the Company or its foreign principal subsidiary (if any) (refer to paragraph 9.16 of the frequently asked questions of the Main Market Listing Requirements issued by Bursa Malaysia Securities Berhad).
5. DUTY OF THE KEY PERSONS
5.1 The Key Persons shall act honestly, in good faith, and in the best interests of the Group. They shall exercise their powers and perform their duties with due care, skill, and diligence.
5.2 The Key Persons shall avoid any situation that may result in a COI or the perception of a COI. They shall act independently and impartially, without allowing personal or third-party interests to compromise the Group's interests.
6. CIRCUMSTANCES THAT CONSTITUTE OR MAY GIVE RISE TO COI
6.1 Generally, COI refers to situations where:
(a) The interests of a Key Person, interfere, or appear to interfere, with the interests of the Group; or
(b) The Key Persons has interests that may make it difficult to perform his or her role objectively and effectively.
6.2 A Key Person can be regarded as having a COI which includes, but shall not be limited to the following, where he or she:
(a) has an interest in a contract with the Group;
(b) uses property, information, or resources of the Group for his or her personal gain;
(c) channels benefits or resources meant for the Group to a company in which he or she has an interest;
(d) engages in business that competes with the Group;
(e) prioritises his or her private venture by depriving the Group of an identified business opportunity;
(f) takes advantage of any opportunity which may be given to the Group;
(g) leverages on the Group’s business or developmental plan by acquiring adjacent lands using the said person’s private company;
(h) holds offices or directorships in competitors of the Group; or
(i) holds any office or possesses any property where his or her duties or interests may create a conflict with his or her duties or interests as Director of the Group.
7. DISCLOSURE OF COI
7.1 The Key Persons shall promptly disclose any actual, potential, or perceived COI to the Board and the Company Secretary(ies) in writing or electronic means, whether direct or indirect or whether actual or potential, with the Group. The Company Secretary(ies) will record such declaration and thereafter table the COI matter to the ARMC and the Board for consideration.
7.2 The Key Persons are required to disclose and complete the Conflict of Interest Questionnaire for Directors, Key Senior Management and Legal Representative(s) attached in this COI Policy as Appendix A before their appointment as Key Persons of the Group.
7.3 All Key Persons are required to annually complete the Annual Conflict of Interest Disclosure Form attached in this COI Policy as Appendix B.
7.4 The disclosure shall include all relevant facts and circumstances that may reasonably be expected to give rise to a COI such as the name of the company, number of shares, percentage of shareholdings, and relationship in which the Key Persons have.
7.5 The Key Persons shall update their disclosures on an ongoing basis, notifying the Board and the Company Secretary(ies) of any changes or developments regarding the disclosed COI.
8. EVALUATION AND MANAGEMENT OF COI
8.1 Where a Director has disclosed a COI as required, the affected Director:
(a) shall not receive Board papers or other information which relates in any way to the matter or issue which is the subject of the COI;
(b) shall abstain from participating and/or deliberating in any part of a Board or Board Committee meeting during the discussion or consideration of the subject of the COI; and
(c) shall refrain from voting on the subject of the COI.
8.2 Once disclosure of COI is made, regardless of the requirement for approval or ratification, the ARMC shall evaluate all disclosed conflicts to assess their nature, significance, and potential impact on the Group. The ARMC shall then report its findings to the Board.
8.3 The Board upon reviewing the recommendation by the ARMC, shall engage in deliberation, review the matter and decide on the next course of action.
8.4 In the process of assessing and managing COI, the Board or the ARMC are authorised to seek independent advice or opinions to aid in their evaluation.
8.5 When a potential COI is disclosed, the ARMC and the Board shall carefully evaluate the situation and may consider various feedback and actions to address the matter. The options considered shall not be limited to the following:
(a) Request for Additional Information If the initial disclosure lacks of sufficient detail, the ARMC and the Board may request further information or clarification from the individual to better understand the situation.
(b) Evaluate the Nature of the Conflict The ARMC and the Board will assess the disclosed COI to understand its nature and potential implications for the individual's ability to act impartially and in the best interest of the Group.
(c) Determine the Impact Assess the potential impact of the disclosed COI on the individual's ability to fulfil their duties objectively and act in the best interest of the Group.
(d) Seek Independent Expertise If necessary, the ARMC and the Board may seek advice from external experts or consultants with expertise in conflict management to ensure impartiality in their evaluation.
(e) Mitigation Measures Propose and implement mitigation measures to minimize or eliminate the impact of the COI of the Group. For example:
1. Establishing protocols for recusal from relevant decision-making processes.
2. Assigning an independent third party to oversee transactions related to the conflict.
3. Reallocating responsibilities to avoid potential conflicts.
4. Implementing a monitoring system to ensure compliance with disclosure and conflict management.
(f) Enforcement Enforce disciplinary measures in case of intentional non-disclosure or violation of the COI policy.
(g) Disciplinary Actions If the disclosed conflict poses a significant risk to the Group, the ARMC and the Board may take necessary disciplinary actions, such as reassignment, termination, or other appropriate measures, as outlined in the Company's policies.
8.6 The ARMC shall report annually to shareholders in its ARMC Report a summary of any COI or potential COI situation reviewed by the ARMC (excluding a related party transaction), and the measures taken to resolve, eliminate or mitigate such conflicts.
8.7 It is essential for the ARMC and the Board to handle potential COI diligently, transparently, and in line with applicable laws and regulations to safeguard the Group's reputation and ensure the fair and ethical conduct of its operation.
8.8 Other than a declaration of the interest in a contract or proposed contract with the Group, the affected directors are prohibited from participating in the discussion and voting on such contract or proposed contract at the Board meeting pursuant to the constitution of the Company and/or respective subsidiaries of the Company.
9 RECORD KEEPING AND REPORTING
9.1 The Company Secretary(ies) shall be responsible to record all COI disclosures by the affected Key Persons in the minutes of ARMC and Board meetings or by way of a written resolution of the ARMC or the Board as the case may be, at which the declaration was made and maintained an updated record of such COI disclosures received.
9.2 These records shall be made available for inspection by auditors or other regulatory authorities upon request.
10. REVIEW OF THE COI POLICY
The Board will review this COI Policy from time to time and make any necessary amendments to ensure that this COI Policy remain consistent with the Board’s objectives, current law, and practices.
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OVERVIEW
The Board of Directors (“Board”) of Geohan Corporation Berhad (“Geohan” or the “Company”) and all of its respective subsidiaries as may be established from time to time (collectively referred to as the “Group”) is unequivocally dedicated to upholding the utmost standards of corporate governance, ensuring the implementation and sustenance of best practices throughout the Group. This Board Charter serves the purpose of delineating the composition, roles, responsibilities, operations, and processes of the Board. The primary objective is to guarantee that all Board members comprehend their duties and obligations, acting in the best interests of the Company and its stakeholders. This commitment aligns with the principles and best practices articulated in the Malaysian Code on Corporate Governance (“the Code”).
The Board Charter operates under the governance of, where applicable, the Company’s Constitution, the Companies Act 2016, the Code, Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing Requirements”), relevant regulatory and legislative mandates, and other esteemed norms of corporate governance.
1. COMPOSITION AND BALANCE OF THE BOARD
1.1 Size and Composition
The Group is led by an effective and experienced Board comprising members with diverse expertise in both general business and financial aspects, as well as technical and operational aspects.
The Board shall be led by a Chairman appointed by the Board. The Constitution of the Company provides for a minimum of two (2) Directors. As required under the Listing Requirements, at least two (2) or one-third (1/3) of the Board, whichever is higher, are Independent Non-Executive Directors. Additionally, there must be at least one (1) female Director. The Board takes cognisance of the recommendation of the Code to have at least 30% women Directors. The Company shall endeavour to increase female representation on the Board if there are appropriate candidates available when Board vacancies arise.
The composition and size of the Board are subject to periodic reviews to ensure that the composition and size of the Board remain appropriate for the Company’s needs. In the event of any vacancy in the Board, resulting in non-compliance with the required Board composition under the Listing Requirements, the Company must fill the vacancy within three (3) months.
1.2 Nomination and Appointments
The selection of Board members adheres to a formal and transparent process in accordance with the Code. The Nomination Committee puts forth recommendations for candidates to the Board, which then evaluates the roster and makes decisions regarding the appointment of new Directors. The Company Secretary(ies) oversees the process, ensuring that all appointments align with legal and regulatory obligations.
Decisions on appointments are grounded in objective criteria and merit, with due consideration given to diversity in skills, experience, age, cultural background, and gender. Directors selected must allocate sufficient time to effectively contribute to Board responsibilities. The Board also takes into account any current board positions held by a Director, including those in non-listed companies. It is imperative to avoid appointments that could compromise the Company’s integrity and governance.
All Board members shall notify the Chairman of the Board before accepting any new Directorship in other companies. The notification shall include an indication of the time that will be spent on the new appointment. The Chairman shall also notify the Board if he has any new Directorship or significant commitments outside the Company. The Directors shall not hold more than five (5) directorships in listed issuers.
1.3 Re-election
Election of Directors shall take place each year at the annual general meeting of the Company (“AGM”). In accordance with the Company’s Constitution, all Directors appointed are subject to re-election by the shareholders at the AGM following their appointment. At least one-third (1/3) of the Directors are required to retire from office by rotation annually, and all Directors shall retire from office at least once in every three (3) years, but shall be eligible for re-election. Any new Director appointed during the year shall hold office until the next AGM and shall be eligible for re-election.
1.4 Independence
The presence of Independent Non-Executive Directors on the Board ensures that decision-making is impartial and independent, while also ensuring that the interests of all stakeholders, including minority shareholders, are taken into account and sufficiently safeguarded. These Directors offer objective views, exercise independent judgment, and provide an additional layer of oversight to the Board.
1.5 Tenure of Independent Non-Executive Director
An Independent Non-Executive Director is required to resign or be re-designated as a Non-Independent Director after serving a cumulative term of more than twelve (12) years in accordance with the Listing Requirements.
In the case of an Independent Non-Executive Director who has served the Board for cumulative terms of nine (9) years, the Board must justify their continued designation as an Independent Non-Executive Director and seek annual shareholder approval through a two-tier voting process, in accordance with the Code, as follows:
• Tier 1: Only the Large Shareholder(s) of the Company votes; and
• Tier 2: Shareholders other than Large Shareholders vote.
A Large Shareholder means a person who–
• is entitled to exercise, or control the exercise of, not less than 33% of the voting shares in the Company;
• is the largest shareholder of voting shares in the Company;
• has the power to appoint or cause to be appointed a majority of the Directors of the Company; or
• has the power to make or cause to be made, decisions in respect of the business or administration of the Company, and to give effect to such decisions or cause them to be given effect to.
The decision for the resolution to retain an Independent Non-Executive Director is determined based on the vote of Tier 1 and a simple majority of Tier 2. If there is more than one (1) Large Shareholder, a simple majority of votes determine the outcome of the Tier 1 vote. The said resolution is deemed successful if both Tier 1 and Tier 2 votes support the said resolution. However, the said resolution is deemed to be defeated where the vote between the two (2) tiers differs or where Tier 1 voter(s) abstained from voting.
The Board, through the Nomination Committee, will assess the independence of the Independent Non-Executive Directors annually.
1.6 Evaluation of the performance of the Directors and the Board as a whole and its Committees
The Board recognises the importance of conducting regular assessments to evaluate the effectiveness of individual Directors, the Board as a whole, and its Committees. The Nomination Committee is responsible for conducting annual reviews and evaluations of Director performance, as well as the effectiveness of the Board and its Committees.
In addition to assessing competencies, commitment, and performance, the Nomination Committee will evaluate the Board’s ability to challenge and ask critical questions, as well as the character and integrity of individual Directors in managing potential conflicts of interest. The Nomination Committee will also assess the Board’s confidence in expressing their opinions.
The Nomination Committee will report annually to the Board, providing an evaluation of the effectiveness of the Board and its Committees, as well as the individual contributions of each Director to the success of the Board and relevant Committees.
2. ROLES AND RESPONSIBILITIES
2.1 Board Responsibilities
The Managing Director (“MD”) / Chief Executive Officer (“CEO”) and Executive Director(s) of the Company (collectively referred to as “Executive Board Members”) together with the management, have the responsibility to manage the day-to-day operations of the business, implement Board policies and make strategic decisions for the expansion of the business. The Non-Executive Directors contribute their expertise and experiences to provide independent judgment to the Board on issues of strategy, performance and resources, including major policies, key directions, and standards of conduct.
The stewardship responsibilities and duties of the Board focus principally on strategies, financial performance, and critical business decisions that may include the following:
(i) Overseeing and evaluating the conduct and sustainability of the businesses of the Group.
(ii) Reviewing and adopting the overall strategic direction, business plans, and annual budgets of the Group, including major capital commitments.
(iii) Ensuring that the strategic plan of the Company supports long-term value creation and includes strategies on economic, environmental, and social considerations underpinning sustainability.
(iv) Establishing key performance indicators and succession plans.
(v) Reviewing and approving new ventures, major acquisitions and disposal of undertakings and properties.
(vi) Reviewing, challenging, and deciding on management’s proposals for the Company and monitoring their implementation by management.
(vii) Supervising and assessing management performance to determine whether the business is being properly managed.
(viii) Identifying and understanding the principal risks of the Company’s business and ensuring the implementation of appropriate internal control systems and mitigation measures to manage these risks.
(ix) Reviewing the adequacy and integrity of the Group’s internal control systems, risk management, and management information systems.
(x) Setting the risk appetite within which the Board expects management to operate and ensuring that there is an appropriate risk management framework to identify, analyse, evaluate, manage and monitor significant financial and non-financial risks.
(xi) Ensuring that key senior management has the necessary skills and experience and there are measures in place to provide for the orderly succession of the Board and key senior management.
(xii) Ensuring that the Company has in place procedures to enable effective communication with stakeholders.
(xiii) Ensuring that all its Directors are able to understand financial statements and form a view on the information presented.
(xiv) Supervising the creation and execution of the investor relations program or shareholders’ communication policy for the Company to facilitate productive communication.
(xv) Ensuring the Group’s core values, vision and mission and shareholders’ interests are met.
(xvi) Ensuring all significant systems and procedures are in place for the Group to run effectively, efficiently, and meet all legal and contractual requirements.
(xvii) Collaborating with key senior management to establish and maintain effective corporate governance practices, which include ethical, prudent, and professional conduct standards, and fostering a corporate responsibility culture throughout the Group.
(xviii) Ensuring the integrity of the Company’s financial and non-financial reporting.
The Directors are required to declare their direct and indirect interests in the Company and related companies. The Directors are also responsible for declaring whether they and/or any person(s) connected to them have any potential conflict of interest in any transaction and/or in any contract with the Company and/or any of its related companies. Any Director who has a conflict of interest or is involved in any related party transaction shall abstain from the Board deliberation and voting and shall ensure that he or she and the person(s) connected to him or her will abstain from voting on the related resolution.
2.2 Accountability and Audit
(i) Financial Reporting
The Board bears overall responsibility for ensuring the quality and completeness of the financial statements of the Company and the Group, both on a quarterly and annual basis. This includes ensuring that the financial statements are prepared in accordance with appropriate and consistently applied accounting policies, supported by reasonably prudent judgment and estimates, and in compliance with applicable financial reporting standards.
The Audit and Risk Management Committee has a critical role to play in assisting the Board with its responsibilities. This includes assessing the suitability, objectivity, and independence of the external auditors, reviewing the Company’s financial reporting process, transactions, and other financial information, scrutinising information for disclosure to shareholders to ensure its material accuracy, adequacy, and timeliness, and challenging management’s assertions on the Company’s financials.
(ii) Internal Control and Risk Management
The Board is responsible for maintaining a sound system of internal control to safeguard shareholders’ investments and the Company’s assets, and for reviewing the adequacy and integrity of the system. The system of internal control covers not only financial controls but operational and compliance controls and risk management.
Risk management is an integral part of the Group’s business operations and is subject to periodic reviews by the Board. The Group has adopted a structured risk management framework with discussions involving different levels of management to identify and address risks faced by the Group including compliance with environment, safety, and health legislation and sustainable corporate governance.
The Board should disclose the features of its risk management and internal control framework, and the adequacy and effectiveness of this framework. This disclosure should include:
• a discussion on how key risk areas such as finance, operations, regulatory compliance, reputation, cyber security, and sustainability were evaluated and the controls in place to mitigate or manage those risks;
• a statement on whether the risk management framework adopted by the Company is based on an internationally recognised risk management framework; and
• whether it has conducted an annual review and periodic testing of the Company’s internal control and risk management framework, as well as any insights gained from the review and any changes made to its internal control and risk management framework arising from the review.
The Management is responsible for implementing the processes for identifying, evaluating, setting the risk appetite, monitoring and reporting risks and internal control, taking appropriate and timely corrective actions as needed, and providing assurance to the Board that the processes have been carried out.
The Audit and Risk Management Committee has been entrusted by the Board to ensure the effectiveness of the Group’s internal control systems. The activities of the outsourced internal auditors are reported regularly to the Audit and Risk Management Committee, which should satisfy itself that the internal auditors have the relevant experience, sufficient standing and authority to enable them to discharge their functions, sufficient resources, and are able to access information to enable them to carry out their role effectively, and the necessary competency, experience and resources to carry out the function effectively.
The Board should disclose whether the internal auditors are free from any relationships or conflicts of interest which could impair their objectivity and independence, the number of resources the internal auditors have, the name and qualifications of the persons responsible, and whether the internal audit function is carried out in accordance with a recognised framework.
The Board recognises that identification, evaluation, and management of significant risks faced by the Company are an ongoing process. The improvement of the system of internal controls is an on-going process, and the Board maintains a commitment to strengthening the Company’s control environment and processes.
The Company outsources its internal audit function to an independent professional firm to help the Company accomplish its goals by bringing an objective and disciplined approach to evaluate and improve the effectiveness of risk management, internal control, anti-corruption, whistle-blowing, and governance processes.
(iii) Relationship with Auditors
The Group has established a transparent and appropriate relationship with both the outsourced internal auditors and the external auditors. Such a relationship allows the Group to seek professional advice on matters relating to compliance and corporate governance. The internal audit function of the Group is outsourced to a third party. Similar to external auditors, internal auditors also have direct reporting access to the Board and the Audit and Risk Management Committee to ensure that issues highlighted are addressed independently, objectively and impartially without any undue influence of the management.
2.3 Responsibilities of the Directors
There is a clear division of responsibility between the Chairman and the MD/CEO in order to provide for a balance of power and authority, promote accountability and facilitates the division of responsibilities between them. The Chairman is responsible for the orderly conduct and effectiveness of the Board, in addition to facilitating constructive deliberation of matters at hand, while the MD/CEO leads the management of the Company and has overall responsibility for the operating units and the implementation of the Board’s policies and decisions.
The responsibilities of the Chairman, amongst others, are as follows:
(i) Provide leadership to the Board.
(ii) Oversee the effective discharge of the Board’s supervisory role.
(iii) Facilitate the effective contribution of all Directors.
(iv) Collaborate with the MD/CEO and the Company Secretary(ies) to set the agenda for Board meetings.
(v) Lead the Board’s function, meetings and discussions. (vi) Ensure adequate time is allocated during Board Meetings for discussion of issues tabled to the Board for deliberation.
(vii) Brief all the Directors in relation to issues arising at meetings and encourage active participation and allow dissenting views to be freely expressed.
(viii) Set the board agenda and ensure that quality information to facilitate decisionmaking is delivered to the Board in a timely manner.
(ix) Conduct and chair Board meetings and general meetings of the Company.
(x) Ensure Board Meetings and General Meetings comply with good conduct and best practices.
(xi) Lead the Board in the adoption and implementation of good corporate governance practices in the Group.
(xii) Promote constructive and respectful relations and communication among Board members, stakeholders and between the Board and the Management.
(xiii) Ensure the general meetings support meaningful engagement between the Board, key senior management and shareholders.
(xiv) Brief all the Directors concerning issues arising at Board Meetings.
(xv) Ensure that appropriate steps are taken to provide effective communication with stakeholders and that their views are communicated to the board as a whole.
(xvi) Promote the Company’s commitment to environmental, social, and governance (“ESG”) initiatives, sustainability, and ethical business practices.
(xvii) Together with the MD/CEO, represent the Company and/or Group to external groups such as shareholders, creditors, consumer groups, local communities and federal, state, and local governments.
The MD/CEO together with the Executive Directors and key senior management shall assume the following responsibilities, amongst others:
(i) Develop and recommend to the Board, the strategic business direction, plans and policies of the Group that lead to the creation of shareholders’ value.
(ii) Develop and recommend to the Board the operational plan and annual budget that supports the Company or the Group’s long-term strategy.
(iii) Monitor the performance of the Company against the financial budgets and strategic objectives.
(iv) Ensure the efficiency and effectiveness of the Group’s operations, emphasising sustainability practices and environmental responsibility.
(v) Oversee management of day-to-day business affairs, focusing on continuous improvement and development, implementation, and achievement of corporate policies and strategies sanctioned by the Board.
(vi) Ensure that the Company has an effective management team and structure, management development program and succession plans.
(vii) Evaluate market trends, risks, and opportunities to guide long-term growth and value creation.
(viii) Evaluate potential business opportunities that are of benefit to the Group.
(ix) Maintain high standards for the Company’s corporate identity, products, and services, ensuring they reflect the evolving market environment.
(x) Promote the Company’s commitment to ESG initiatives, sustainability, and ethical business practices.
(xi) Report to the Board on key performance indicators in relation to the financial results, market conditions and other developments.
(xii) Keep the Board fully informed of all important aspects of the Group’s operations and ensure information is distributed to the Board members.
(xiii) Ensure compliance with governmental procedures and regulations.
(xiv) Ensure that effective internal controls and governance measures are deployed.
(xv) Ensure that the Company has appropriate risk management policies and procedures in place.
(xvi) Foster positive relationships with significant external agencies such as regulatory bodies, government agencies, investors, shareholders, and other trade associations and institutions.
(xvii) Assure that the Company’s corporate identity, products and services are of high standards and reflective of the market environment.
The responsibilities of the Independent Non-Executive Directors, amongst others, are as follows:
(i) Scrutinise the performance of the Board and Management in meeting agreed goals and objectives and monitor the reporting of financial performance, including sustainability metrics and compliance with ethical standards.
(ii) Bring an independent judgment to bear on the Board’s deliberations, especially on issues of strategy, performance, risk management, resources, director and key senior management appointments, and standards of conduct.
(iii) Bring an objective view to the evaluation of the performance of the Board and management, identifying and addressing any conflicts of interest within the Group.
(iv) Ensure the integrity of financial information and satisfy themselves that the financial performance presented is accurate and scrutinise related party transactions for transparency and compliance with regulations and ethical standards.
(v) Review and assess the risk management and internal control systems to ensure that they are robust, transparent, and capable of identifying and mitigating conflicts of interest and sustainability risks.
(vi) Play a primary role in the selection and, as needed, make recommendations to the Board for the appointment and re-election/re-appointment of directors, internal auditors, and external auditors, with a focus on their ethical conduct, qualifications, background, and alignment with sustainability objectives.
2.4 Board Committees
The Board may from time to time establish Committees as is considered appropriate to assist in carrying out its duties and responsibilities. The Board delegates certain functions to the following Committees to assist in the execution of its responsibilities:-
(i) Audit and Risk Management Committee;
(ii) Nomination Committee; and
(iii) Remuneration Committee.
The Committees shall operate under clearly defined terms of reference. The Committees are authorised by the Board to deal with and deliberate on matters delegated to them within their terms of reference.
2.5 Company Secretary(ies)
The Board appoints the Company Secretary(ies), who plays an important advisory role, and ensures that the Company Secretary(ies) fulfils the functions for which he/she has been appointed.
The appointment and removal of the Company Secretary(ies) is a matter for the Board as a whole. The Board recognises the fact that the Company Secretary(ies) should be suitably qualified and capable of carrying out the duties required, including providing sound governance advice, ensuring adherence to rules and procedures, and advocating the adoption of corporate governance best practices. These may include knowledge of the companies and securities law, finance, governance, company secretaryship and other areas of compliance such as the Listing Requirements. The Company Secretary(ies) should undertake continuous professional development.
The roles and responsibilities of a Company Secretary(ies) include, but are not limited to the following:
(i) Manage, attend and record minutes of all Board and committee meetings, facilitating effective Board communications.
(ii) Provide advisory support to the Board concerning its roles and responsibilities, promoting good governance practices.
(iii) Assist in director training and development, ensuring that the Board remains well-informed and up-to-date with governance best practices.
(iv) Advise the Board on corporate disclosures, compliance with the Companies Act 2016 and securities regulations, and adherence to Listing Requirements, thus upholding regulatory compliance.
(v) Manage processes related to shareholders’ meetings, ensuring that these events are conducted efficiently and in compliance with relevant regulations.
(vi) Monitor developments in corporate governance and aid the Board in applying governance practices that align with the Board’s requirements and the expectations of stakeholders.
(vii) Ensure the proper maintenance, retention, and recording of all secretarial records of the Company, maintaining the integrity and accessibility of vital corporate documents.
All Board Members have unrestricted access to the advice and services of the Company Secretary(ies) concerning the affairs and business of the Board.
3. BOARD PROCESSES
3.1 Board Meetings
The Board meets no less than four (4) times a year, and additional meetings are convened whenever necessary. The Company Secretary(ies) provides notice of meetings to Directors at least five (5) business days before the scheduled date, accompanied by an agenda and a comprehensive set of Board Papers. The Board Papers include all relevant financial and non-financial information, both qualitative and quantitative, necessary for informed decision-making. Key senior management and external professionals may be invited to attend meetings to clarify or explain matters being tabled.
Minutes of Board meetings are accurately recorded by the Company Secretary(ies), including any resolutions passed and the attendance of each Director. Directors must ensure that the minutes accurately reflect the Board’s deliberations and decisions, including instances where Directors abstain from voting or deliberating on a particular matter.
The Listing Requirements mandate that Directors attend no less than 50% of all Board meetings. The office of a Director shall become vacant if a Director is absent from more than 50% of the total Board Meetings held during a financial year.
Key senior management who are not Directors may be invited to attend and speak at Board meetings on matters relating to their areas of responsibility. External parties such as auditors, solicitors, and consultants may be invited to attend meetings as and when required.
Directors may participate in Board meetings via telephone, video conference, or other communication equipment. Such participation is deemed as a physical presence, and Directors participating at any such meeting will be counted towards the quorum. Resolutions passed at virtual meetings will be deemed as effective as resolutions passed at meetings held in person.
The Board will review and assess the effectiveness of its meetings and communication processes annually to ensure that they remain effective and efficient.
3.2 Directors’ Training
The Directors shall ensure attendance at all the relevant seminars and training programmes as may be prescribed by Bursa Securities to equip themselves with the knowledge to effectively discharge their duties. In addition, individual Directors are responsible for determining their continuous training needs to keep abreast of changes in both the regulatory and business environments, as well as with new developments within the industry in which the Group operates.
The Board will assess the training needs of the Directors and ensure Directors have access to continuing education programmes. The Board shall disclose in the Annual Report the training attended by the Directors and shall include the following details on the training:
(a) the Board has undertaken an assessment of the training needs of each Director
(b) a brief description of the type of training that the Directors have attended for the financial year; and
(c) in exceptional circumstances where any Director has not attended any training during the financial year, valid justifications for the non-attendance of such Director.
3.3 Directors’ Remuneration
The Board shall establish a transparent and equitable procedure for determining the remuneration policy for Directors and key senior management, which shall be implemented by the Remuneration Committee.
The Remuneration Committee has published its terms of reference on the Company’s website, outlining its authority and responsibilities.
To align the interests of the Directors with those of the shareholders, the remuneration structure is designed to link rewards to corporate and individual performance. The Board recognises that remuneration levels must be adequate to attract, retain and motivate the calibre of Directors required to manage the Company effectively.
The Board shall determine the remuneration of Board Members, considering the recommendations of the Remuneration Committee for Executive Board Members. However, Directors who are also shareholders shall abstain from voting on their fees at general meetings, and Executive Board Members shall not be involved in setting their own remuneration.
Non-Executive Directors shall receive a basic fee as regular remuneration, along with an additional amount based on their committee and Board responsibilities, attendance, and/or specialised skills and expertise. The fee shall be a fixed amount and not a commission or percentage of profits or turnover.
The Company shall disclose a detailed breakdown of individual Director remuneration, including fees, salary, bonuses, benefits in kind, and other emoluments.
The Remuneration Policy shall outline the remuneration for the Board and the Remuneration Committee to determine Director and/or key senior management remuneration, considering the Company’s demands, complexities, performance, required skills and experience, and shall be periodically reviewed by the Board and published on the Company’s website.
3.4 Access to Information and Independent Advice
The Directors shall have unrestricted access to information from the management, the Company Secretary(ies), the outsourced internal auditors as well as the external auditors of the Group in furtherance of their duties. If the need arises, they shall be free to obtain independent professional advice at the Company’s expense.
3.5 Investor Relations and Shareholder Communication
The Board recognises the significance of disseminating information regarding major developments of the Group to shareholders, potential investors, and the general public in a fair and timely manner. Effective, transparent, and regular communication with the Company’s stakeholders is ensured by the Board. Quarterly results, announcements, annual reports, and circulars are used as primary means of disseminating information, ensuring shareholders are continuously kept informed of the Group’s progress and development.
The Company’s corporate website provides a convenient way for shareholders and the public to access corporate information, news, and events related to the Group. The Board will ensure that the conduct of general meetings of the Company is efficient and serves as a mode of communication with shareholders. Comprehensive and timely information is provided to shareholders, and active participation in general meetings is encouraged.
The AGM remains a principal forum for communication with the Group’s shareholders. Attendance by all Directors is mandatory, and the chairpersons of the various Board Committees must provide meaningful responses to questions addressed to them. During the AGM, shareholders have the opportunity to query the Board on proposed resolutions and matters relating to the Group’s performance, developments, and future direction. Shareholders are invited to convey their inputs to the Board.
Where applicable, each item of special business included in the notice of the meeting is accompanied by a full written explanation of that resolution and its effects, facilitating its understanding and evaluation. In the event the Company holds its general meeting at a physical venue concurrently or utilise virtual meeting technology for shareholders to attend the hybrid general meeting remotely, the Board needs to ensure that the necessary infrastructure and tools must be in place to support a smooth broadcast of the general meeting and interactive participation by shareholders, allowing them to have real-time interaction with the Board and key senior management, including responses to any questions or remarks posted.
4. ANTI-BRIBERY AND CORRUPTION POLICY
The Anti-Bribery and Corruption Policy applies to all employees (whether temporary, contractual, or permanent), Directors, and business associates of the Group. They are expected to carry out their duties with the utmost integrity, grounded on sound moral and ethical principles.
The Board will review the Anti-Bribery and Corruption Policy periodically, and in any event, at least once every three (3) years to ensure its effectiveness and consistency with the governing legislation and regulatory requirements. This Policy is published on the Company’s website.
5. WHISTLEBLOWING POLICY
The Whistleblowing Policy serves to provide an avenue for all employees of the Group and members of the public to raise concerns or disclose any improper conduct within the Group and to take appropriate action to resolve them effectively. The Board will review the Whistleblowing Policy periodically, and in any event, at least once every three (3) years and it is published on the Company’s website.
6. CODE OF ETHICS AND CONDUCT
In the course of their duties, all Directors and employees of the Group must comply with applicable laws, rules, and regulations, including the Constitution of the Group. The following areas of conduct are essential:
(a) Adherence to the Code of Ethics and Conduct at all times.
(b) Maintenance of high standards of business, professional, and ethical conduct, refraining from accepting gifts or other forms of benefits that may reasonably influence the performance of their duties.
(c) Adherence to the principles of selflessness, integrity, objectivity, accountability, openness, honesty, and leadership, including the ethical handling of conflicts of interest.
(d) Prohibition of the use of information gained in the course of duties for personal gain or political purposes.
(e) Upholding accountability, acting in good faith, and serving the best interests of the Group's corporate opportunities, assets, and confidential information.
(f) Ensuring the protection of the Group’s legitimate business interests, including corporate opportunities, assets, and confidential information.
(g) Providing full, fair, accurate, timely, and understandable disclosure.
(h) Declaration of any personal, professional, or business or potential conflict of interests that may conflict with responsibilities.
The Board will decide the appropriate action to be taken after evaluating all pertinent information and circumstances in the event of any violation of this Code of Ethics and Conduct by any Director or employee of the Group.
7. REVIEW OF THE BOARD CHARTER
The Board will review this Board Charter from time to time and make any necessary amendments to ensure they remain consistent with the Board’s objectives, current law and practices. The Board Charter is made available for reference on the Company’s website.
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1. COMPOSITION
The composition of the Nomination Committee (“NC” or “Committee”) of Geohan Corporation Berhad (“Geohan” or the “Company”) shall be appointed by the Board of Directors of the Company (“Board”) from among its members and shall comprise exclusively of Non-Executive Directors and a majority of whom must be Independent Non-Executive Directors. Alternate director shall not be appointed as a member of the Committee.
The Board may from time to time and at its absolute discretion, revise the composition, roles, and responsibilities of the NC.
2. CHAIRMAN
The Committee shall elect a chairman from amongst its members (“Chairman”) who shall be an Independent Non-Executive Director or Senior Independent Non-Executive Director and the elected Chairman of the Committee shall be approved by the Board.
The Chairman of the Committee shall:
i. lead the succession planning and appointment of Directors, and oversee the development of a diverse pipeline for Board and management succession, including the future Chairman, Managing Director/Chief Executive Officer and Executive Directors; and
ii. lead the annual review of Board effectiveness, ensuring that the performance of each individual Director and Chairman of the Board are independently assessed.
All members of the NC, including the Chairman, shall hold office only for so long as they serve as Director of the Company. Members of the NC may relinquish their membership in the NC with prior written notice to the Board. In the event that the elected Chairman is not able to attend the Committee meeting, a member of the Committee shall be nominated as Chairman of the meeting.
3. MEETINGS
i. Meetings
The Committee may meet together for the despatch of business, adjourn and otherwise regulate their meetings, at least once a year or more frequently as deemed necessary.
The Secretary(ies) shall, on the requisition of the members of the NC, summon a meeting of the NC.
In the event issues requiring the Committee’s decision arise between meetings, such issues shall be resolved through written resolution. Such written resolution in writing shall be valid and effectual if it is signed or approved by letter, facsimile or any electronic means by a majority of the members of the Committee.
For the Committee’s meetings (except in the case of an emergency), reasonable notice shall be given in writing to all the members of the Committee. The members of the NC may participate in a meeting by means of conference telephone, conference videophone or any other audio visual or other communications equipment by means of which allows all persons participating in the meeting to hear and speak with each other. Such participation in a meeting shall constitute presence in person at such meeting.
Other Board members and key senior management may be invited to attend the Committee meetings.
ii. Quorum
A minimum of two (2) members present shall form the quorum.
iii. Secretary of the Committee
The Company Secretary(ies) shall be the secretary of the Committee. The Secretary(ies) shall circulate the notice and minutes of the Committee to all members of the Committee.
iv. Minutes of the Committee Meeting
Every meeting of the Committee shall be minuted either by the Company Secretary(ies) or any other person approved by the Committee and such minutes shall be confirmed by the Committee at the next succeeding Committee meeting.
The Minutes of each meeting shall be signed by the Chairman of that meeting or by the Chairman of the next succeeding meeting and shall be evidence of the proceedings that the meeting was duly convened and held.
The Minutes of each meeting shall be kept at the registered office and distributed to each member of the NC and also to the other members of the Board.
4. FUNCTIONS OF THE COMMITTEE
The functions of the Committee are as follows:
i. The Committee is responsible for reviewing, assessing, and recommending suitable candidates for appointment as Directors of the Company, as well as retiring Directors seeking re-election at the annual general meeting. When making recommendations to the Board regarding directorship or reappointment, the Committee must consider the “Fit and Proper Criteria” outlined in the Company’s Directors’ Fit and Proper Policy. These criteria include, but are not limited to:
a. diversity in skills, knowledge, expertise, experience, age, cultural background and gender;
b. competence and professionalism;
c. character and integrity;
d. time and commitment;
e. any business interest or relationship that may result in a conflict of interest that could affect the execution of the role; and
f. in the case of candidates for the position of Independent Director, the Committee shall also evaluate the candidates’ ability to discharge such responsibilities/functions as expected from Independent Director.
ii. The Committee may seek out independent sources to identify qualified candidates for the Board. The Committee is responsible for appointing a gender-diverse Board.
iii. To evaluate the necessary mix of skills, experience, core competencies, and diversity (including age, cultural background, and gender) of the Board and the Board Committees. The Committee will assess the contribution and performance of each Director to ensure the Board and the Board Committees operate effectively and efficiently.
iv. To review the size, structure, balance, and composition of the Board and the Board Committees to ensure optimal performance.
v. To identify and review the core competence, skills and other qualities including but not limited to the skills, knowledge, experience and diversity required by each of the Non-Executive Directors, that are essential to contribute towards the effectiveness and balance of the Board.
vi. To review and evaluate the contributions made by each member of the Board, including the Independent Non-Executive Directors and the Chairman of the Board, as well as the Managing Director/Chief Executive Officer and Executive Directors. The evaluation will consider their experience, knowledge, credibility, and credentials, and assess their effectiveness in fulfilling their duties as Board members of the Company. All assessments and evaluations conducted by the Committee in the course of its duties must be properly documented.
vii. To assess each Director’s ability to contribute to the Board’s decision-making process and ensure that the Board operates actively, efficiently, and effectively in all its decision-making.
viii. To conduct an annual review of the term of office and performance of the Audit and Risk Management Committee and each of its members. The review will assess whether the Audit and Risk Management Committee and its members have fulfilled their duties in accordance with their terms of reference.
ix. To evaluate annually the effectiveness of the Board and the Board Committees as a whole for assessing the contribution to the effectiveness of the decisionmaking process of the Board.
x. To review and assess annually the independence of the Independent NonExecutive Directors of the Company.
xi. To review, consider and make recommendations regarding the continuation in office of Independent Non-Executive Directors who have served for more than nine (9) years. The assessment will take into account their performance and ability to contribute to the Board, in light of the necessary knowledge, skills, and experience.
xii. To oversee the development of succession planning of the Board and key senior management of the Company.
xiii. To ensure that all Directors, including the Executive Directors, shall retire from office at least once every three (3) years but shall be eligible for re-election.
xiv. To assess and recommend the re-election of Directors who are due to retire in accordance with the Company’s Constitution. The recommendation will be based on the Director’s performance, contributions to the Board, and compliance with the Company’s policies and procedures.
xiv. To remain up-to-date and fully informed about strategic issues and commercial changes that impact the Company and the market in which it operates.
xv. To act in line with the directions of the Board.
xvi. To carry out such other functions or assignments as may be delegated by the Board from time to time.
5. ADVISER
The NC is authorised by the Board to seek appropriate professional advice, both internally and externally, at the Company’s expense, whenever it deems necessary.
6. REPORTING RESPONSIBILITIES
i. The Chairman shall report to the Board on its proceedings after each meeting on all matters within the scope of its duties and responsibilities.
ii. The Committee shall make whatever recommendations to the Board it deems appropriate, on any area within its terms of reference and/or where action or improvement is needed.
iii. The Committee shall regularly report to the Board on its activities, based on its terms of reference.
7. GENERAL MEETINGS
The Chairman of the Committee shall attend the general meetings of the Company to respond to any queries or concerns regarding the Committee’s functions and responsibilities and provide updates on its activities.
8. REVIEW OF THE TERMS OF REFERENCE
The Committee is responsible for periodically reviewing the Terms of Reference and recommending any necessary changes to ensure their continued relevance and viability. Such changes may be necessary in response to updates to the Malaysian Code on Corporate Governance, Main Market Listing Requirements of Bursa Malaysia Securities Berhad, or other regulatory requirements. The Terms of Reference should also be reviewed and updated if there are changes to the Company’s direction or strategies that could impact the Committee's role and ability to meet its objectives. Any recommended changes will be submitted to the Board for approval.
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1. COMPOSITION
The composition of the Remuneration Committee (“RC” or “Committee”) of Geohan Corporation Berhad (“Geohan” or the “Company”) shall be appointed by the Board of Directors of the Company (“Board”) from among its members and shall comprise whereby all members must be Non-Executive Directors and a majority of whom must be Independent Non-Executive Directors. Alternate director shall not be appointed as a member of the Committee.
The Board may from time to time and at its absolute discretion, revise the composition, roles, and responsibilities of the RC.
2. CHAIRMAN
The Committee shall elect a chairman from amongst its members (“Chairman”) who shall be an Independent Non-Executive Director and the elected Chairman of the Committee shall be approved by the Board.
All members of the RC, including the Chairman, shall hold office only for so long as they serve as Director of the Company. Members of the RC may relinquish their membership in the RC with prior written notice to the Board
. In the event that the elected Chairman is not able to attend the Committee meeting, a member of the Committee shall be nominated as Chairman of the meeting.
3. MEETINGS
i. Meetings
The Committee may meet together for the despatch of business, adjourn and otherwise regulate their meetings, at least once a year or more frequently as deemed necessary. The Chairman may call for additional meetings at any time at his discretion.
The Committee may participate in the meeting by means of conference telephone, conference videophone or any similar or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at such meeting.
In the event issues requiring the Committee’s decision arise between meetings, such issues shall be resolved through written resolution. Such written resolution in writing shall be valid and effectual if it is signed or approved by letter, facsimile or any electronic means by a majority of the members of the Committee.
For the Committee’s meetings (except in the case of an emergency), reasonable notice shall be given in writing to all the members of the Committee. Other Board members and key senior management may be invited to attend the Committee meetings.
Managing Director/Chief Executive Officer and Executive Director(s) should not be involved in the decision-making process relating to their own remuneration. Each member of the Committee should abstain from discussion or voting on any resolutions in respect of his/ her own remuneration
ii. Quorum
A minimum of two (2) members present shall form the quorum.
iii. Secretary of the Committee
The Company Secretary(ies) shall be the secretary of the Committee. The Secretary(ies) shall circulate the notice and minutes of the Committee to all members of the Committee.
iv. Minutes of the Committee Meeting
Every meeting of the Committee must be minuted either by the Company Secretary(ies) or any other person approved by the Committee and such minutes must be confirmed by the Committee at the next succeeding Committee meeting.
The Minutes of each meeting signed by the Chairman of that meeting or by the Chairman of the next succeeding meeting shall be evidence of the proceedings that the meeting was duly convened and held.
4. FUNCTIONS OF THE COMMITTEE
The Committee is responsible for the following functions:
i. Reviewing and recommending appropriate remuneration packages for all Directors, with or without professional advice.
ii. Reviewing and recommending fees and benefits payable to the Directors.
iii. Assisting the Board in formulating policies and guidelines for the composition of various components of remuneration such as basic salary, bonus, and other benefits for Directors and key senior management.
iv. Ensuring that remuneration packages and benefits for Directors align with the Company’s business strategies, long-term objectives, and remuneration policy, as well as comply with all laws, rules, regulations, and guidelines set by relevant authorities and the Board.
v. Developing and administering a fair and transparent procedure for setting policy on the remuneration of Directors and key senior management, which considers the demands, complexities, and performance of the Company, as well as the skills and experience required.
vi. Implementing the Board's remuneration policy and procedures in a transparent process, including reviewing and recommending matters related to the remuneration of the Board and key senior management.
vii. Ensuring that the level of remuneration packages is fair and appropriate according to the industry, general market sentiments, or conditions, and the Company’s operating results, as well as the Directors’ merit, qualification, competence, and individual performance.
viii. Ensuring that appropriate rewards, benefits, compensation, and remuneration are offered to retain Directors, and structuring remuneration packages to link rewards to individual performance.
ix. Carrying out any other functions delegated by the Board that would benefit the Company and ensure the effective discharge of the Committee's duties and responsibilities.
5. ADVISER
The Committee is authorised by the Board to seek appropriate professional advice both internally and externally, at the Company’s expense, whenever it deems necessary.
6. REPORTING RESPONSIBILITIES
i. The Chairman shall report to the Board on its proceedings after each meeting on all matters within the scope of its duties and responsibilities.
ii. The Committee shall make whatever recommendations to the Board it deems appropriate, on any area within its terms of reference and/or where action or improvement is needed.
iii. The Committee shall report to the Board on its activities, based on these terms of reference.
7. GENERAL MEETINGS The Chairman of the Committee shall attend the general meetings of the Company to respond to any queries or concerns regarding the Committee's functions and responsibilities and provide updates on its activities.
8. REVIEW OF THE TERMS OF REFERENCE
The Committee is responsible for periodically reviewing the terms of reference and recommending any necessary changes to ensure their continued relevance and viability. Such changes may be necessary in response to updates to the Malaysian Code on Corporate Governance, Main Market Listing Requirements of Bursa Malaysia Securities Berhad, or other regulatory requirements. The terms of reference should also be reviewed and updated if there are changes to the Company's direction or strategies that could impact the Committee's role and ability to meet its objectives. Any recommended changes will be submitted to the Board for approval.
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1. COMPOSITION
i. The composition of the Audit and Risk Management Committee (“ARMC” or “Committee”) of Geohan Corporation Berhad (“Geohan” or the “Company”) shall be appointed by the Board of Directors of the Company (“Board”) from among its members and shall comprise no fewer than three (3) members, whereby all members must be Non-Executive Directors, are financially literate and are able to understand matters under the purview of the Committee including the financial reporting process, with a majority of them being Independent Non-Executive Directors, and at least one (1) member of the Committee:
a. must be a member of the Malaysian Institute of Accountants; or
b. if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years’ working experience and:
o he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or
o he must be a member of one (1) of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act 1967; or
c. fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad (“Bursa Securities” or “Exchange”).
ii. Alternate Director shall not be appointed as a member of the Committee.
iii. The Committee shall elect a chairman from among its members (“Chairman”) who shall be an Independent Non-Executive Director..
iv. In the event the elected Chairman is not able to attend a meeting, the remaining members present shall elect one (1) of themselves as chairman of the meeting. The elected chairman shall be an Independent Non-Executive Director.
v. The former partner of the external audit firm of the Company, if any, shall observe a cooling-off period of at least three (3) years before being eligible to be appointed as a member of the Committee.
vi. In the event of any vacancy in an ARMC member resulting in non-compliance with paragraph 1(i) above, the Board shall fill the vacancy within three (3) months.
vii. The Nomination Committee shall conduct an annual review of the term of office and performance of the ARMC and its members to assess whether ARMC and its members have fulfilled their obligations as outlined in its Terms of Reference.
2. MEETINGS
i. Meetings
a. Meetings shall be held no fewer than four (4) times a year. However, additional meetings may be called at any time depending on the scope of activities of the Committee. In the event, that any issues requiring the Committee’s decision arise between meetings, such issues may be resolved through written resolutions of the Committee. Such written resolution shall be deemed valid and effectual if it is signed or approved by letter, facsimile or any electronic means by a majority of the members of the Committee pursuant to the Constitution of the Company.
b. Other Board members, key senior management, internal and external auditors may be invited to attend specific relevant meetings.
c. For the Committee’s meetings (except in the case of emergency), reasonable notice shall be given to all the members of the Committee. The members of the ARMC may participate in a meeting by means of conference telephone, conference videophone or any other audio visual or other communications equipment by means of which allows all persons participating in the meeting to hear and speak with each other. Such participation in a meeting shall constitute presence in person at such meeting.
d. Upon the request of the external auditors, the Chairman of the ARMC shall convene a meeting of the ARMC to consider any matter the external auditors believe should be brought to the attention of the ARMC, the Board or the shareholders.
ii. Quorum
The quorum for the meeting is two (2) members of the Committee, and a majority of members present must be Independent and Non-Executive Directors.
iii. Secretary of the Committee The Company Secretary(ies) shall be the secretary of the Committee. The Secretary(ies) shall issue and circulate the notice and minutes of the Committee to all members of the Committee.
iv. Minutes of the Committee Meeting
Every meeting of the Committee shall be minuted either by the Company Secretary(ies) or any other person approved by the Committee and such minutes shall be confirmed by the Committee at the next succeeding Committee meeting.
The Minutes of each meeting signed by the Chairman of that meeting or by the Chairman of the next succeeding meeting shall be evidence of the proceedings that the meeting was duly convened and held.
The Chairman shall update the Board on the activities undertaken by the Committee at each Board meeting.
3. FUNCTIONS OF THE COMMITTEE
The functions of the Committee are as follows:
External Auditors
i. To consider any matters concerning the appointment and re-appointment, the audit and non-audit fees and any questions of resignation or dismissal of external auditors.
ii. To ensure and annually assess the suitability, objectivity and independence of external auditors, taking into consideration:
a. the adequacy of the experience, competence, audit quality and resource capacity of the external auditor in relation to the audit;
b. the persons assigned to the audit;
c. the accounting firm’s audit engagements;
d. the size and complexity of the Company and all of its respective subsidiaries as may be established from time to time (collectively referred to as the “Group”) being audited;
e. the number and experience of supervisory and professional staff assigned to the particular audit;
f. the nature and extent of the non-audit services rendered and the appropriateness of the level of fees; and
g. the 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.
iii. To appropriately communicate the Committee’s insights, views and concerns about relevant transactions and events to internal and external auditors as well as concerns on matters that may have an effect on the financials or audit of the Company to the external auditors.
iv. To ensure coordination between the external auditors and the internal auditors.
v. To review with the external auditors:
a. their audit plan, process, scope and nature of the audit of the Group;
b. their evaluation and findings of the system of risk management and internal controls;
c. their audit reports on financial statements;
d. the management letter and management’s response with regard to problems and reservations arising from their audits;
e. the coordination of audits where more than one (1) audit firm is involved; and f. any other matters that the external auditors may wish to discuss (in the absence of management where necessary).
vi. To review the assistance given by the management and employees of the Group to the external auditors. vii. To review any letter of resignation from the external auditors of the Company.
viii. To review whether there is a reason (supported by grounds) to believe that the Company’s external auditors are not suitable for re-appointment.
ix. To recommend the nomination of a person or persons as external auditors of the Company.
Review of Statements
To ensure that the external auditors review a statement made by the Board with regards to the state of risk management and internal control of the Company and report the results thereof to the Board.
Removal or resignation of external auditors
Where external auditors are removed from office or give notice to the Company of their desire to resign as external auditors of the Company, the Company must forward to the Exchange a copy of any written representations or statement of circumstances connected with the resignation made by the external auditors at the same time as copies of such representations or statement of circumstances are submitted to the Companies Commission of Malaysia pursuant to Section 284 of the Companies Act 2016.
Internal Audit Function
i. To review and assess the adequacy of the scope, functions, competency, experience and resources of the internal audit functions of which the internal auditors should report directly.
ii. To ensure that the internal auditors are independent and objective, and have the relevant qualifications and be responsible for assuring the Committee that the internal controls are operating effectively.
iii. To receive reports directly from the persons responsible for the internal audit.
iv. To appropriately communicate the Committee’s insights, views and concerns about relevant transactions and events as well as concerns on matters that may affect the financials or audit of the Company to the internal auditors.
v. To ensure coordination between the internal auditors and the external auditors.
vi. To review the internal audit plan, processes, the results of internal audit assessments or investigations undertaken and whether or not appropriate action is taken on the recommendations made.
vii. To review the adequacy and effectiveness of the Group’s internal control systems, anti-bribery and corruption and whistleblowing as evaluated, identified and reported by the Management, internal or external auditors as well as to review whether actions taken to ratify the same are appropriate or timely.
viii. To review whether the internal audit function is carried out in accordance with a recognised framework.
Committee Report
i. To ensure that a Committee Report is prepared at the end of each financial year that complies with subparagraphs (ii) and (iii) below.
ii. To ensure that the Committee Report is set out in the Annual Report of the Company.
iii. To ensure that the Committee Report includes the following:
a. the composition of the Committee, including the name, designation (indicating the Chairman) and directorship of the members (indicating whether the Directors are independent or otherwise);
b. the number of Committee meetings held during the financial year and details of attendance of each Committee member;
c. a summary of the work of the Committee in the discharge of its functions and duties for that financial year of the Company and how it has met its responsibilities;
d. a summary of the work of the internal audit function; and
e. a summary of any conflict of interest or potential conflict of interest situation that arose, persist or may arise within the Company or the Group including any transaction, procedure or course of conduct that raises questions of management integrity (exclude a related party transaction) and the measures taken to resolve, eliminate or mitigate such conflicts.
Financial Reporting
i. To ensure that the Committee is fully informed about significant matters related to the Company’s audit and its financial statements and addresses these matters.
ii. To review the quarterly results and year-end financial statements of the Group before the approval by the Board, focusing particularly on:
a. any changes in or implementation of major accounting policy changes;
b. significant matters highlighted including financial reporting issues, a significant judgement made by management, significant and unusual events or transactions and, how these matters are addressed; and
c. compliance with accounting standards and other legal and regulatory requirements.
Risk Management
i. Assisting the Board to effectively discharge its risk oversight responsibilities by monitoring and overseeing the Group’s risk management and processes in identifying, evaluating, monitoring and managing significant risks within the Group.
ii. Reviewing the risk profiles in respective business units of the Group.
iii. Identifying the key risks faced by the Group and respective business units and major changes and the management action plans to manage the risks.
iv. Reviewing and assessing the adequacy and effectiveness of the systems of internal control, anti-corruption, whistle blowing, governance process and accounting control procedures and appropriate systems in place to manage and mitigate risks.
v. Reviewing the Group’s risk managing policy and implementation of the risk management framework.
Sustainability
To perform the following in relation to sustainability:
i. oversee and review the development and implementation of the Company’s sustainability vision, strategy, framework, initiatives, policies and practices, and explore ways to incorporate them into the Company’s overall operations and business goals;
ii. regularly review the sustainability framework of the Company which is grounded in the Environmental, Social and Governance (ESG) pillars, to ensure its alignment with evolving local and global sustainability trends and developments, while also confirming its feasibility within the Company’s existing resources and capabilities; and
iii. assist the Board with regard to the disclosures in the Sustainability Statement to be included in the Company’s Annual Report.
Related Party Transactions
To perform the following in relation to related party transactions:
i. ensure that the Board establishes a comprehensive framework/policy to identify, evaluate, approve and report related party transactions;
ii. review with the internal auditors their quarterly report from work performed to establish whether recurring related party transactions have been carried out in accordance with the mandate approved by shareholders and on commercial terms no more favourable than those available to non-related third parties; and
iii. review non-recurring corporate proposals involving related parties to ensure that they are in the best interest of the Group and not detrimental to the interest of minority shareholders.
Conflict of Interest Situations
i. To assess all the disclosed conflicts by the Directors and key senior management, to evaluate their nature, significance and potential impact on the Group. During the process of evaluating and handling the conflict of interest, the Committee has the authority to seek independent advice or opinions to aid in their evaluation.
ii. To review the adequacy of the arrangements within the Group when dealing with any conflict of interest.
iii. To review and recommend appropriate measures, such as reassignment, termination or other actions if the disclosed conflict poses a significant risk to the Group.
Reporting of breaches to the Exchange
Where the Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the Main Market Listing Requirements of Bursa Securities (“Listing Requirements”), the Committee must promptly report such matter to the Bursa Securities.
Compliance and Other Matters
i. To verify the allocation of options under a share issuance scheme or the allocation of shares according to any incentive plan for employees of the Group at the end of each financial year to comply with the criteria which are disclosed to the employees.
ii. To review and conduct an annual performance evaluation of the internal and external auditors, in respect of each financial year under review, to monitor the performance, suitability, objectivity and independence of the internal and external auditors.
iii. To carry out such other functions or assignments as may be delegated by the Board from time to time.
4. RIGHTS OF THE COMMITTEE
The Company must ensure that wherever necessary and reasonable for the performance of its duties, the Committee must, in accordance with a procedure to be determined by the Board and at the cost of the Company:
i. have authority to investigate any matter within its Terms of Reference;
ii. have the resources which are required to perform their duties;
iii. have full and unrestricted access to any information pertaining to the Company or Group;
iv. have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity;
v. be able to obtain independent professional or other advice; and
vi. be able to convene meetings with the external auditors, the person(s) carrying out the internal audit function or activity or both, excluding the attendance of other directors and employees of the Company, whenever deemed necessary.
5. ADVISER
The Committee is authorised by the Board to seek appropriate professional advice, both internally and externally, at the Company’s expense, whenever it deems necessary.
6. REPORTING RESPONSIBILITIES
i. The Chairman shall report to the Board on its proceedings after each meeting on all matters within the scope of its duties and responsibilities. ii. The Committee shall make whatever recommendations to the Board it deems appropriate, on any area within its Terms of Reference and/or where action or improvement is needed. iii. The Committee shall report to the Board on its activities, based on its Terms of Reference.
7. GENERAL MEETINGS
The Chairman of the Committee shall attend the general meetings of the Company to respond to any queries or concerns regarding the Committee's functions and responsibilities and provide updates on its activities.
8. REVIEW OF THE TERMS OF REFERENCE
The Committee is responsible for periodically reviewing the Terms of Reference and recommending any necessary changes to ensure their continued relevance and viability. Such changes may be necessary in response to updates to the Malaysian Code on Corporate Governance, Listing Requirements, or other regulatory requirements. The Terms of Reference should also be reviewed and updated if there are changes to the Company's direction or strategies that could impact the Committee's role and ability to meet its objectives. Any recommended changes will be submitted to the Board for approval.