The Board of Directors (the “Board”) of Ygl Convergence Berhad (“Ygl” or the “Company”) recognizes the importance of communications with the stakeholders and the broader investment community in relation to the business, operations and financial performance of the Company. In this respect, the Board is committed to ensuring that the information released is accurate, consistent, timely, reflective of the facts at that time, widely disseminated and where applicable, the information is filed with the relevant regulators in accordance with the applicable laws and regulations.
The Board must abide by the Corporate Disclosure Policy and Procedures (“Corporate Disclosure Policy”) hereunder when dealing with disclosure of corporate information of the Company to the public
The objectives of the Corporate Disclosure Policy are:-
1.to establish written guidelines and procedures in dealing with corporate disclosure;
2.to ensure the Board’s adherence to the policy and procedures to preserve confidentiality of material information;
3.to promote understanding of the Company’s business and enhance the corporate image of the Company via open and accessible communications
4.to protect the Company’s interests in compliance with the regulatory requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and best practice recommended by the Malaysian Code on Corporate Governance 2012 (“MCCG 2012”).
The Corporate Disclosure Policy is applicable to all Directors, officers and employees of the Company and Group and the “Authorised Spokeperson” appointed by the Board. Corporate disclosure encompasses but is not limited to the followings:
1.Corporate disclosure documents such as annual and quarterly reports filed with Bursa Securities and Securities Commission;
2.Written financial and non-financial statements filed with the Malaysian securities regulators and relevant authorities;
3.Interview with media;
4.Speeches made in industry or investor conferences;
5.Press releases and news conferences;
6.Presentation by senior management;
7.Oral statements made in meetings of all kinds;
8.Communications with shareholders;
9.Information contained on the Company’s website and other digital media;
10.Any other communication with the public.
1.The Board is entrusted with the responsibilities to:-
-Determine whether the information is material information;
-Timely disclose material information to the securities regulators;
-Ensure compliance with the Corporate Disclosure Policy;
-Monitor disclosure control measures and procedures
2.Decision of the Board will be based on majority where the determination of material information does not achieve unanimous decision. Majority herein means more than 50% of the Board’s vote.
1.The Board designates the Chief Executive Officer (“CEO”) as the “Authorised Spokeperson” to speak on behalf of the Company on all matters pertaining to the Company. In the absence of the CEO during urgent issue, the Board may designate the Executive Director to speak on behalf of the Company. The matters for response by the CEO as “Authorised Spokeperson” cover the Company’s operations, financial position, future direction, strategies, governance, management, products and services.
2.Any other person who has not been designated as the Authorised Spokeperson must not respond under any circumstances to enquiries from the media, investment community or others. All such enquiries should be directed to the Board for deliberation and the Authorised Spokeperson with the consensus of the Board shall respond accordingly.
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.All private and confidential information about Ygl’s corporate, business and any related matters to which any Ygl employee has access or possesses during the course of work is considered as restricted and must be strictly kept confidential at all times.
3.Outside parties who have certain information about Ygl’s business during the course of work are sternly informed of the consequence of divulging such confidential information to any other person including employee of Ygl. Outside parties are required by the Management to declare their commitment to non-disclosure through written confidentiality agreement.
The Management has implemented certain control measures in order to prevent misuse or inadvertent disclosure of confidential information. These control measures must be observed at all times:
1.Restricted access and password
Confidential documents and files are kept in safe place with lock by the person in charge. Access to information in the computer system is restricted by password and protected files.
2.No discussion in public places
Ygl employees including Directors have been advised not to discuss company matters in public places including hallways, elevators, restrooms, restaurants etc. In the event that urgent matters must be discussed outside the office premises, caution should be exercised such that the information including identity of relevant party must be protected.
3.Exercise caution when reading confidential documents outside the office
Generally office documents cannot be taken out of the office except for certain sales documents. Caution should be exercised that Company’s documents must not be left unattended or digital information left open for others to see.
4.Visitors to office
Visitors to the office are prohibited to enter to the work area of the Company. They should be seated at the reception area.
5.No participation in social media discussion
All Directors and employees are strictly prohibited from participating in social media to discuss any matter which may relate to the Company to mitigate the risk that certain information may be inadvertently disclosed to unauthorised persons including other employees.
Material information is defined as any information relating to the business, operations and financial performance of the Company that would result in or would reasonably expected to result in a significant change in the market price, value or market activity of the Company’s securities or decision of a shareholder of the Company or an investor’s choice of action.
The following basic disclosure principles are set out to ensure timely disclosure of material information in compliance with the requirements of Bursa Securities:-
1.Timely announcement to Bursa Malaysia
Material information must be announced to Bursa Securities immediately or within the limited time frame set by Bursa Securities.
2.Consistent determination of material information
The Board must consistently apply the basis for determining the materiality of information.
3.Factual and non-speculative disclosure
The material information disclosed must be factual and not speculative in nature and must include any information the omission of which would make the rest of the disclosure misleading.
4.Immediate correction of material error in disclosure
The Company must immediately correct any material error contained in an earlier disclosure of which the Company subsequently know.
The Company does not comment on verbal rumours unless there is significant reaction in the market which the Company’s securities are listed. In response to published rumours, it is up to the Board to decide on the course of action. It is not the Company’s policy to comment on rumours or speculations in the market.
6.Prohibit of informal meetings
The Company shall not conduct informal meetings or issue “off record” comments in public.
7.Disclosure of unfavourable material information
Unfavourable material information must be announced to Bursa Securities immediately or within the limited time frame set by Bursa Securities consistent with announcement of other material information.
- Equal access to material information by the public
The public should have equal access to the disclosed material information. There should not be disclosure of material information to selective crowd only.
1.Once the Board determines that an issue or a development is material information that must be disclosed, it will authorise the issuance of an announcement to Bursa Securities. There may be ensuing press release or response to public queries or media interview.
2.The public disclosure materials must contain sufficient details in plain language so that investors or public media can understand the substance and relevance of the material information to make informed decision.
3.The public disclosure materials must be circulated to the Board for approval. The Board shall give due considerations to the terms and conditions or obligations of the Company under any agreement to which the Company is a party.
4.The public disclosure materials shall be filed with Bursa Securities in compliance with the regulations.
5.If a press release is arranged, the designated representative of the Company will prepare the “press kit” which include a contact point for the Company and the media.
6.All announcements made to Bursa Malaysia are available on the Bursa Securities’s website at www.bursamalaysia.com. The Company will also post the announcement on the Company’s website at www.yglworld.com. The posting on the Company’s website will include a notice stating that the information posted was accurate at the time of posting but may be superceded by subsequent news releases.
1.The Board must be immediately notified if any Director, officer or employee of Ygl becomes aware of any information publicly disclosed by the Company contained or may have contained a misrepresentation or there has been or may have been a failure to make timely disclosure of material information.
2.The Board shall conduct a reasonable investigation of the material information take remedial action and promptly disclose the said misrepresentation or omission and file explanation to the relevant regulatory body.
1.If a material information includes a statement of opinion by an external expert (as defined by the regulatory body), the Company shall obtain written consent from the external expert who issues the opinion or statement for the filing prior to submission of public disclosure material with the relevant regulatory body.
2.The Board should take reasonable steps to ensure that at that time there is no reasonable ground to believe that the statement made on the authority of the external expert contain any shortcoming and that the disclosure fairly represents the opinion of the expert.
Under Section 188(1) of the Capital Market & Services Act 2007 (“CMSA”), a person is an “insider” if that person:
- possesses information that is not generally available which on becoming generally available a reasonable person would expect it to have a material effect on the price or the value of the securities; and
- knows or ought reasonably to know that the information is not generally available
Under Section 188(2) of the CMSA, an “insider” shall not, whether as principal or agent, in respect of any securities to which information in Section 188(1) relates:
- acquire or dispose of, or enter into an agreement for or with a view to the acquisition or disposal of such securities; or
- procure, directly or indirectly, an acquisition or disposal of, or the entering into an agreement for or with a view to the acquisition or disposal of such securities.
As such, any of but not limited to the following persons may be implicated:
- Directors and officers of the Company and subsidiary companies;
- Suppliers, business affiliates, professionals who deal with the Company and Group;
- Any other person, company or organisation who has been informed of such material information by the above persons.
2.Restriction on Trading
The persons stated in the above paragraph are prohibited from trading in the Company’s securities until after the material information has been publicly disclosed.
Any person who has insider knowledge of undisclosed material information is prohibited from acquiring or disposing of the Company’s securities.
It is also an offence for both tip provider and receiver of material non-public information to trade in the Company’s securities.
The Directors should exercise caution such that they do not inadvertently disclose any undisclosed material information to anyone in any situation. The Board has the responsibility to ensure that any “insider” information is secured and take precaution to prevent slippage of information.
1.“Closed Period” as stated in the Listing Requirements of ACE Market of Bursa Securities Malaysia refers to the period commencing 30 calendar days before the targeted date of announcement up to the date of announcement of the Group’s quarterly results to Bursa Securities.
2.During “Closed Period”, the Board and its Authorised Spokeperson are prohibited from commenting on current period financial estimates and assumptions. The Board should be cautious if the Directors have to attend any investment meeting, conference or media interview. The relevant representative of the Company must choose their topic and conversation carefully avoiding any material information which has not been disclosed to the public.
1.The Board from time to time may convey the future direction of its business to the public to enhance the image of the Company and Group and promote its products and services. The Board should be reminded to keep the discussion topics to general trends, events and other matters reasonably expected based on historical and current known information.
2.All documents which contain forward looking information should be separately identified so that the user is cautioned not to convey it at all.
3.The conveying of forward looking information gives rise to uncertainties and risks which could affect the actual results or development of business to vary materially from those anticipated if such information is not disclosed at all.
All relevant announcements required by law are fully posted on the Company’s website while press releases, analyst reports, media interviews, conference presentation etc are only shown the relevant excerpts. These are made available on the Company’s website for a reasonable period of time. The content of the Company’s website is periodically reviewed by the Management and it is kept up to date with the latest disclosures.
2.Meetings with Analysts, Investors and Media Interviews
There may be meetings with analysts, investors and other industry groups as well as media interviews arranged for the Directors. The Directors shall convey information about the Company in accordance with this Corporate Disclosure Policy.
The Directors may be requested by analyst to review and make comments on the reports written by them in relation to the Company. The Directors should limit the comments to identifying publicly disclosed information which could have impact on the assumptions, economic model or basis used by the analyst and pinpointing inaccuracies with reference to publicly available information.
The Directors shall not influence or attempt to influence the conclusion of an analyst report. And the analyst report should carry a disclaimer that the view expressed in the report including any statement or projection made is strictly the views of the analyst and not that of the Company.
4.Other Company Materials – Presentation to Outsiders
The contents of all Company materials such as Company profile, products and services brochures, conferences & industry presentation etc are reviewed and approved by the Directors before they are presented to prevent inadvertent disclosure of any material information
The Board will review this Corporate Disclosure Policy periodically and reserves the right to amend and modify the provisions of the policy and improve disclosure procedures from time to time in line with any changes in laws and regulations. Such amendments shall take effect from the date of adoption.
Where a Director, officer or employee of Ygl does not comply with this Corporate Disclosure Policy but does not contravene any securities or criminal law, the Board shall take appropriate disciplinary action deemed necessary; where there is also violation of any securities or criminal law, the Board shall refer the matter to the appropriate regulatory authorities or police for further investigations.
Pursuant to the MCCG 2012, a copy of the Corporate Disclosure Policy is posted on the Company’s website.
The Board has approved and adopted the Policy on 1 July 2022.