Governance and Ethics

of conduct


The Code of Conduct & Ethics for Directors (“the Code”) sets out the underlying core ethical values and commitment to form the fundamental principles on integrity, fairness, transparency, accountability, social and environmental contribution of the Board of Directors (“Board”) of Ygl Convergence Berhad and its Group (“Ygl” or the Company”).

The Board must abide by and uphold the provisions of the Code and the standards therein when carrying out their daily duties and responsibilities.


The objectives of the Code for the Board are to set high benchmark for underlying values of integrity, honesty and ethics to promote adherence to these values for all conducts of the Board to provide guidance to the Directors in observing honest, fair, ethical and law abiding behaviour and to protect the integrity of the Company and interests of the shareholders and all other stakeholders

Principal Standards

The Directors shall at all times within the authority conferred upon them:
1.Act in good faith and in the best interests of Ygl and its shareholders;

2.Fulfill their fiduciary obligations with due care, competence and diligence;

3.Conduct themselves responsibly in a professional, courteous and respectful manner;

4.Uphold integrity with honesty, fairness and ethics;

5.Exercise objective and prudent judgment;

6.Avoid situations which give or could give rise to conflict of interest;

7.Abstain from situations, decisions or relationships which give or could give rise to conflict of interest situations;

8.Promptly inform or consult the Board of any such or potential conflict of interest situations;

9.Safeguard the information, properties and facilities of the Company;

10.Protect the reputation of Ygl;

11.Refrain from taking advantage of their position to obtain information or access to information or properties

12.for personal gains and opportunities; and

13.Contribute towards the growth and sustainability of the Company.

Conflict of Interest

1.The Company respects the right of the Directors to partake in outside financial or business ventures on the condition that the activities are legal and do not conflict with the Directors’ duties and obligations. As such, the Directors must not be involved directly or indirectly in any business or other relationships which contradict the best interests of Ygl.

2.A conflict of interest situation is defined as a situation where a Director or family member of a Director, through direct or indirect relationships, obtains personal benefits at the expense of the Company’s best interests. The conflict of interest situations include situations which cause the Company losses in monetary terms, opportunities, resources, reputation, confidential information, properties, business relationships or network.

3.If a Director is in doubt as to whether any business undertaking or financial venture may give rise to conflict of interest situation, the Director should observe the highest standard of conduct, in consultation with the Board or refrain from such undertaking.

Gift and Contribution

1.The Directors must not directly or indirectly, receive or offer any gift or contribution from or to any other person with the intention to solicit for business favours or promises or any other gains. The gift and contribution referred herein include but not limited to goods, cash, hospitality in any form and comparable benefits.

2.The Directors must not even be perceived to be in such compromised situation.

3.The Directors may accept nominal gift of commemorative nature such as tokens of appreciation which do not hold any value in the market place or have value below RM1,000 (Ringgit Malaysia one thousand only) Tokens of appreciation are normally given to Directors for attending certain event as representative of the Company. As such, these tokens of appreciations should be placed in one of the Ygl offices.

Confidential Information

1.All private and confidential information about Ygl’s corporate, business and any related matters to which the Director has access or possesses is considered as privileged and must be strictly kept confidential at all times.

2.The Directors must not disclose or divulge any private and confidential information about the Company to any third party including employee of Ygl, ex-employee of Ygl or their families.

3.All Directors are also prohibited from making any forward-looking statement which is based on current expectation to predict or project future event of the Company. Forward looking statements are usually price sensitive.

4.Any disclosure of any information about the Company must be:
-Authorized by the Board; or
-Such information is part of public domain at the time of disclosure; or
-Required by law or any regulatory body including Bursa Malaysia Securities Berhad or
Securities Commission

Insider Trading

1.All Directors must abide by the applicable laws and regulations relating to dealings with the shares of the Company.

2.All Directors must also abide by the guidelines set out in the Company’s Corporate Disclosure Policy and Procedures.

3.All Directors must not make use of the privileged and confidential information to which he/she has access by virtue of his/her position for personal or any other gains.

Public Representation

1.The Company recognises the importance of dissemination of relevant corporate information to the stakeholders and the wider investment community for informed decision making. The Company shall be represented by the Board and its “Authorised Spokeperson” when making any public representation in respect of disclosing information of the Company to the public including its employees, shareholders, other stakeholders, media or financial community.

2.The Board and its “Authorised Spokeperson” must strictly adhere to the procedures set out in the Company’s Corporate Disclosure Policy and Procedures when making public representation. Public representation encompasses announcements, press releases, speeches, forecast and any other communication must be accurate, timely and reflective of the facts at that time.

Protection of Assets

1.The assets of the Company include tangible assets comprising property, hardware and equipment, software, infrastructure etc and intangible assets comprising human resources, information, goodwill, relationships with customers, suppliers and business associates etc.

2.The Directors must execute reasonable care and prudence to protect the assets of the Company such that the assets are utilised efficiently and for legitimate purpose.

3.Whilst the Directors do not have legal ownership of the Company’s assets, they have effective control over the acquisition and disposal of the Company’s assets. The Directors must deploy the assets in the best interest of the Company.

4.No Director shall illegally withhold any Company‘s assets or use the assets for purposes other than purported or approved by the Board.

Principal Compliance with Laws and Regulations

1.Every Director shall in all business conduct comply with the laws and regulations applicable to the Company in all the territories it operates.

2.The Directors must acquire the necessary knowledge relating to their scope of responsibilities to recognize non-compliance issues faced by the Company. The Directors may seek professional advice from external parties such as the corporate secretaries, auditors, other consultants or deliberate with the Management to resolve such non-compliance issue.

3.In the event that any suspected violation of law has or would have occurred, the Directors must immediately notify the Board to initiate investigation and take appropriate remedial action.

Health, Safety, and Environment

1.The Company is committed to create a conducive working environment that is also clean and safe for the Directors and employees. The layout of the offices complies with the applicable safety regulations as well as they are equipped with access lock and CCTV to ensure safety and security.

2.The Company is committed to prevent waste of natural resources and put in place recycling of waste materials procedures.

3.The Company’s business does not involve production or disposal of any material which may have hazardous impact on the environment.

Amendments to the Code

1.The Board reserves the right to amend and modify the provisions of the Code from time to time in line with any changes in the Company’s vision, business direction, business environment and laws and regulations etc. Such amendments shall take effect from the date of adoption.


1.In the event where a Director has breached the Code, the Board shall take appropriate action deemed necessary

Corporate Website

1.Pursuant to the Malaysian Code on Corporate Governance 2012, a copy of the Code is posted on the Company’s website.

The Board has approved and adopted the Policy on 1 July 2022.

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