The objective of this Policy is to ensure the effective identification and management of conflicts of interest. It provides guidance on addressing conflict of interest situations, safeguarding the Group’s interests while supporting its Directors and Key Senior Management in maintaining high standards of integrity and ethics.

This Policy applies to all Directors and Key Senior Management of the Group.

a. Code of Ethics & Conduct Policy;
b. Whistleblowing Policy;
c. Anti-Bribery and Corruption Policy;
d. Paragraphs 3.02, 3.05 & 3.06 of Guidelines on Conduct of Directors of Listed Corporations and Their Subsidiaries;
e. The statutory duties and responsibilities of directors under the relevant provisions as set out under Sections 214, 217 to 219, 221, 222 and 228 of the Companies Act 2016; and
f. Issuers Communication – Guidance on Conflict of Interest (ICN 1/2023) issued by Bursa Malaysia Securities Berhad on 26 May 2023.

Conflict of interest refers to situations where:

a. the interests of the Directors and Key Senior Management interfere, or appear to interfere, with the interests of the Group; or
b. the Directors and Key Senior Management have interests that may make it difficult to perform their role objectively and effectively.

The Directors and Key Senior Management of the Group should exercise due care to avoid any actual or potential conflict of interest arising from, but not limited to, the following situations:

a. Equity or other forms of interest in entities having a business relationship with the Group

This applies when a Director or Key Senior Management or their family member holds shares or equity ownership, or any position or interest (e.g. directorship and partnership) in entities that having a business
relationship with the Group. This does not apply to shares held in publicly listed companies that have a business relationship with the Group unless the holding is considered material (5.00% or more).

b. Dealings with competitors

This applies to situations where a Director, Key Senior Management or their family member has any interest, employment, business appointment or undertaking in the competing business with or without business relationship with the Group. This does not apply to shares held in publicly listed companies unless the holding is considered material (5.00% or more).

c. Other employment, business appointments or undertakings

This applies to situations where a Director or Key Senior Management holds other employment, business appointments or undertakings that are in non-competing business and not having any business relationship with the Group, that may interfere with the proper discharge of their official duties in the Group.

d. Dealings with Directors or Key Senior Management or their family member

This applies to situations where the Group purchases or leases from Directors or Key Senior Management or their family member, or enters into contractual arrangements with them (excluding employment contracts).

e. Personal use of Group’s properties, information, position or opportunitie

This applies to situations where a Director or Key Senior Management uses the Group’s properties, information, position or diverting corporate opportunities to directly or indirectly benefit themselves or others, or to cause detriment to the Group.

For the purpose of this Policy, “family member” refers to:

a. spouse; and
b. child, including adopted child or step child. 

a.  All Directors and Key Senior Management shall act in the best interest of the Group.

b.  All Directors and Key Senior Management shall avoid placing themselves in positions of conflict of interest.

c.  Exception may be considered for directorship, employment, appointment or arrangement with other entities relating to family businesses.

d.  All Directors and Key Senior Management shall safeguard the confidential business information and shall not disclose to third parties, unless required by law.

e.  Business decisions made by Directors and Key Senior Management must be based on integrity, sound judgment and ethical practices and not be influenced by personal interest.

All Directors and Key Senior Management shall complete the Conflict of Interest Declaration Form (Appendix I) as and when a conflict of interest or potential conflict of interest arises within thirty (30) days, as well as on a yearly basis. As and when a conflict arises other than those disclosed, the relevant Director or Key Senior Management shall promptly notify the Company Secretary who will escalate the matter to the Audit Committee (“AC”) for review and the Board of Directors (“Board”) for approval, and retain the record of declaration.

Director or Key Senior Management with conflict of interest shall adhere to the recommendation made by the AC and abide by the decision made by the Board on the reasonable steps and measures to manage or resolve the conflict of interest.

Any information disclosed under this Policy shall be kept strictly confidential.

The Board is responsible for the administration, revision, interpretation, and application of this policy. The policy will be reviewed by the Board as and when required.

Appendix I – Conflict of Interest Declaration Form

Appendix II – Details for conflict of interest situations no 1 to 4

Appendix III – Details for conflict of interest situations no 5