TERMS OF REFERENCE
TERMS OF REFERENCE
FOR REMUNERATION COMMITTEE
TERMS OF REFERENCE OF THE AUDIT
AND RISK MANAGEMENT COMMITTEE
ANTI BRIBERY AND CORRUPTION POLICY
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
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.
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.
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.
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
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.
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.
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.
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.
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.
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
1.Pursuant to the Malaysian Code on Corporate Governance 2012, a copy of the Code is posted on the Company’s website.
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 Committee shall be appointed by the Board from amongst the directors of the Company and shall consist of no fewer than 3 members, all of whom must be non-executive directors and a majority of whom are independent.
The Chairman of the Committee shall be appointed among the members of the Committee.
The Committee shall meet as and when is required. In order to form a quorum, at least two (2) members of the Committee must be present.
A Resolution taking the form of one or more documents in writing signed or approved by other electronic communications by a majority of the members of the Committee, provided that they are sufficient to form a quorum at a meeting of the Committee, shall be as valid and effectual as if it had been passed at a meeting of the Committee duly called and constituted; provided that the resolution is circulated to all members of the Committee. All such resolutions shall be described as “Circular Resolution of Nominating Committee” and shall be forwarded or otherwise delivered to the Secretary upon signing without delay, and shall forthwith be recorded by the Secretary in the Company’s Minutes Book. Any such resolution in writing may be contained in one (1) document or separate copies thereof (which may be prepared and circulated by electronic communications with copy sent by courier or registered post) which is signed by one (1) or more of the member of the Committee.
The Committee may invite any senior management staff or professional adviser to be in attendance.
The Company Secretary or their nominee shall be the secretary of the Committee.
The Committee shall:-
- before any appointment is made by the board, evaluate the balance of skills, knowledge and experience on the board and, in the light of this evaluation prepare a description of the role and capabilities required for a particular appointment. In making its recommendation, the Committee should consider the candidate's:-
- review and recommend to the board, candidates to fill board vacancies as and when they arise
- give full consideration to succession planning for directors in the course of its works, taking into account the challenges and opportunities facing the company, and what skills and expertise are therefore needed on the Board in the future
- review the structure, size and composition (including skills, knowledge and experience) required of the Board compared to its current position and make recommendations to the Board with regard to any changes
- Skills, knowledge, expertise and experience;
- Integrity; and
- In the case of the candidates for the position of independent non-executive directors, the NC should also evaluate the candidate’s ability to discharge such responsibilities/ functions as expected from independent non-executive directors
- review and recommend the re-appointment of any non-executive director at the conclusion of their specified term of office having given due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills and experience required
- review and consider, in making recommendations, candidates for directorships proposed by Chief Executive Officer and, within the bounds of practicability, by any other senior executive or any director or shareholder
- review and recommend to the board, directors to fill the seats on board committees
- assess the effectiveness of the board as a whole and assess the contribution of each individual director, including independent non-executive directors, as well as the chief executive officer
- review and recommend the re-appointment and re-election of Directors of the Company for shareholders’ approval
The role of the Remuneration Committee (“Committee”) is to support and advise the Board (“Board”) of Ygl Convergence Berhad (“Company”) in relation to the remuneration packages of Executive Directors, Non-Executive Directors and Senior Management by reference to market practice, regulatory provisions and the interests of shareholders and other stakeholders.
The Committee shall be accountable to the Board and its responsibilities are set out in these Terms of Reference. In making recommendations to the Board, the Committee does not, of itself, have the power or authority of the Board in dealing with the matter on which it advises except where certain powers are specifically set out in these Terms of Reference or are delegated by the Board.
Remuneration in this context shall be interpreted in the broadest sense to include all benefits and terms of employment.
The objectives of the Committee are to:-
a) establish formal and transparent procedure for developing policy on executive remuneration and fixing the remuneration package of individual directors;
b) ensure remuneration packages that attract, retain and motivate Executive Directors and senior management to maximize the value and promote long term success of the Company; and
c) review remuneration packages of the executives to link rewards to corporate and individual performance for their contributions to the Company and the Group.
All Committee members must be Independent Non-Executive Directors and a majority of them must be Independent Directors as determined by the Board from amongst the Directors of the Company. The Committee must consist of at least three (3) members. The Committee shall elect a Chairman from among its members. The Chairman of the Board shall not be Chairman of the Committee.
If a member of the Committee resigns or for any reason ceases to be a member which results in the number of the members to fall below three, the Board shall within three months from the date of that event appoint such number of new members as may be required to make up the minimum required three members.
The Committee should carry out the duties and responsibilities below in respect of the parent company and the Group as a whole, as appropriate. The Committee shall:-
a) review and recommend remuneration policy of all executive directors and senior management with regards to all factors including relevant legal and regulatory requirements, the performance of the individual and independent reference to market rates for similar jobs of comparable companies in the same industry in order to align with business strategy and long term objectives of the Company;
b) not be involved in any decisions as to their own remuneration. Remuneration of Non- Executive Directors shall be a matter for the Board subject to shareholders’ approval in the general meeting;
c) review ongoing appropriateness and relevance of the remuneration policy;
d) review and recommend performance evaluation for the annual salary increment, performance bonus and any incentive for executive directors and senior management based on the performance measurement benchmark set by the Company;
e) review and recommend any benefits in kind for the executive directors and senior management;
f) review and recommend any compensation policy for the executive directors and senior management is fair and just compared with market practice;
g) carry out governance responsibilities related to remuneration in compliance with the Malaysia
h) review the design of all share options or incentive plans prior to the approval by the Board and shareholders, determining when, the amount of such plan, designated individuals and the performance targets to be used;
i) recommend engagement of external professional advisors to assist the Committee and the
Board on remuneration matters where necessary; and
j) furnish a report on its yearly activities which may be part of corporate governance statement in the annual report of the Company
In order to perform its duties, the Committee:-
a) shall be granted full access to Company information and can seek information from any employee of the Company; and
b) is authorised by the Board to obtain, at the Company’s expense, external legal or other
professional advice on any matters within its terms of reference.
The Committee shall meet at least once a year or as frequently as required.
In the event the elected Chairman is unable to attend a meeting, a member of the Committee shall be nominated as Chairman for the meeting.
Subject to the notice and quorum requirements as provided in these Terms of Reference, meeting of the Committee may be held and conducted through any digital telecommunication which allows all members in the meeting to hear one another. A member so participating shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in a quorum accordingly.
Only members of the Committee have the right to attend committee meetings. However other individuals such as the Chief Executive Officer, Head of Human Resources and external advisers may be invited to attend for all or part of any meeting as and when necessary.
- The quorum for a meeting of the Committee shall consist of not less than two (2) members.
Unless otherwise agreed, notice of each meeting confirming the venue, time and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend, no later than seven (7) days before the date of the meeting. Supporting documents shall be sent to committee members and other attendees as appropriate at the same time.
The Company Secretary or his/her nominees or such other persons authorised by the Board shall act as the Secretary of the Committee. The Company Secretary shall record, prepare and circulate the minutes of the meetings of the Committee in a timely manner to enable proper consideration to be given to the issues and ensure that all the minutes are properly kept and produced for inspection if required.
A resolution in writing, signed by a majority of the Committee members present in Malaysia for the time being entitled to receive notice of a meeting of the Committee, shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more of the members of the Committee.
The Committee shall put forth a report for shareholders’ approval at the annual general meeting.
The Committee Chairman shall attend the annual general meeting to answer any questions posed by the shareholders on the activities of the Committee
The Committee shall prepare and adopt a report on its activities for incorporation in the Annual Report.
The Committee shall report to the Board to:
- ensure that the Board has a whole has insight into the key issues discussed by, and the decisions of, the Committee;
- raise the awareness of the Board; and
- assist in the periodic review of the Committee’s performance.
In the event where a Director has breached the Code, the Board shall take appropriate action deemed necessary
These Terms of Reference will be reviewed and updated from time to time in line with any changes in the corporate governance requirements as well as in consistent with the objectives and responsibilities of the Committee. Such amendments shall take effect from the date of adoption.
Pursuant to the Malaysian Code on Corporate Governance 2017, a copy of the Code is posted on the Company’s website.
The Board has approved and adopted the terms of reference for Remuneration Committee on 27
1.1 The Audit and Risk Management Committee (“Committee”) members shall be appointed by the Board of Directors with at least three (3) members, of which all the Committee members must be non-executive directors, with a majority of them being Independent Directors.
The definition of “Independent Directors” shall have the meaning given in Rule 1.1 of the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) for ACE Market.
1.2 The members of the Committee shall select a Chairman from among its members who shall be an Independent Director. In the absence of the Chairman of the Committee, the other members of the Committee shall amongst themselves elect a Chairman who must be independent director to chair the meeting.
1.3 If a member of the Committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced below three (3), the Board of Directors shall, within three (3) months of that event, appoint such number of new members as may be required to make up the minimum number of three (3) members.
1.4 No former key Audit Partner shall be appointed as a member of the Committee before observing a cooling-off period of at least two (2) years before being appointed as a member of the Committee.
2.1 The Committee shall, in accordance with a procedure to be determined by the Board of Directors and at the cost of the Company:-
(i) have explicit authority to investigate any matters within its term of reference;
(ii) have full and unlimited/unrestricted access to any information and resources/documents which are required to perform its duties as well as to the internal and external auditors and senior management of the of the Company and its subsidiaries as relevant to its activities from any employee of the Company or the Group and all employees are directed to co-operate with any request by the member of the Committee;
(iii) have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activities (if any);
(iv) be able to obtain independent professional or other advice in the performance of its duties and to secure the attendance of outsiders with relevant experience and expertise if it consider necessary; and
(v) where the Committee is of the view that the matter reported by it to the Board of Directors has not been satisfactory resolved resulting in a breach of the Listing Requirements for ACE Market, the Committee shall promptly report such matter to Bursa Securities.
3.1 The Committee shall assist the Board of Directors in fulfilling its fiduciary responsibilities as to accounting policies and reporting practices of the Company and its subsidiaries and the sufficiency of auditing relating thereto.
3.2 The duties of the Committee shall include a review of the following and report the same to the Board of Directors of the Company:-
i.with the external auditor, the audit plan and their management letter (if any);
ii.with the external auditor, their evaluation of the internal controls and management information systems;
iii. with the external auditor, their audit report and actions to be taken;
iv.the assistance given by the employees of the Company to the external auditor;
v.to convene meeting with the external auditors without the presence of the Executive Directors and the management of the Company at least twice a year;
vi.to discuss with the Company’s management the scope and quality of accounting and financial reporting controls in effect;
vii. to assess the suitability and independence of external auditors, and to recommend their appointment and reappointment, their audit fees and any question of resignation or dismissal;
viii. the quarterly results and year end financial statements, prior to the approval by the Board of Directors, focusing particulars on:
i) any changes in or implementation of major accounting policies and practices;
ii) significant matters highlighted including financial reporting, significant judgements made by management, significant adjustments arising from the audit and how these matters are addressed;
iii) the going concern assumption;
iv) significant and unusual events or transaction and how these matters are addressed;
v) compliance with accounting standards and other legal requirements; and
vi) key audit matters that relate to the modified opinion or material uncertainty related to going concern (including steps taken (if any) to address those matters)
ix) any letter of resignation from the external auditors of the Company; and
x) whether there is reason (supported by grounds) to believe that the Company’s external auditor is not suitable for re-appointment.
3.3 to do the following, in relation to the internal audit function:
(i) review the adequacy of the scope, functions, competency and resources of the internal audit functions and that it has the necessary authority to carry out the work;
(ii) review the internal audit programme, process, the results of the internal audit programme, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;
(iii) review any appraisal or assessment of the performance of members of the internal audit function;
(iv) approve any appointment or termination of senior staff members of the internal audit function;
(v) take cognizance of resignation of internal audit staff members and provide the resigning staff member an opportunity to submit his reasons for resigning.
3.4 To review the cost effectiveness, independence and objectivity of the external auditors and recommend for the appointment/re-appointment of the external auditors, the audit fee and any questions of resignation or dismissal of external auditors.
3.5 To verify the allocation of employees’ share option scheme (“ESOS”) in compliance with the criteria as stipulated in the by-laws of ESOS of the Company, if any.
3.6 To establish policies governing the circumstances under which the contract in relation to the provision of non-audit services can be entered into by the Group with its external auditors and procedures that need to be adhered.
3.7 To review the adequacy and effectiveness of risk management and internal control systems instituted within the Group.
3.8 To consider and examine such other matters as the Board and/or the Committee considers appropriate.
3.9 To evaluate the risk assessment processes, its adequacy and effectiveness and measures in place are adequate to minimise any exposures to risks including frauds.
3.10 The duties of the Committee in relation to risk management shall include the following and report the same to the Board of Directors of the Company:-
(i) advise the Board on major matters related to risk management;
(ii) review the alignment of risk management framework with risk profile and the achievement of corporate objectives;
(iii) review the adequacy of risk management strategies and policies;
(iv) review changes to risk parameters and acceptable tolerance;
(v) review the effectiveness of the risk monitoring and reporting mechanism;
(vi) oversee the Management’s activities in managing critical risks related to strategic, financial, operational and compliance;
(vii) ensure a culture of risk management within the Group by developing lines of responsibilities and account-abilities through awareness, education and training for all levels of staff;
(viii) ensure infrastructure , resources and systems are in place;
(ix) evaluate likelihood and magnitude of risk impact;
(x) obtain feedback from internal and external auditors and the Management on adequacy of risk management and internal control system; and
(xi) recommend improvement to risk management strategies and processes for the Board’s approval.
3.11 To review and endorse any related party transactions and conflict of interest situation that may arise within the Company or the Group including any transaction, procedure or course of conduct that raises question of management integrity.
4.1 In the absence of the Chairman of Committee, the remaining member present shall elect one from amongst themselves to chair the meeting.
4.2 Unless otherwise agreed, the notice of the meeting together with the relevant meeting papers shall be send to each member of the Committee at least five (5) business days before the date of the Committee meeting.
4.3 Meetings shall be held not less than four (4) times a year with a due notice of issues to be discussed, and shall record its conclusions in discharging its duties and responsibilities. The quorum for the Committee Meeting shall be two (2) members and majority of members present must be independent Directors.
4.4 In line with the Company’s Constitution, a member may participate in a meeting of the Committee by means of conference telephone, conference videophone or any communication equipment which allows all persons participating in the meeting to hear each other, without a member being in the physical presence of another member or members of the Committee, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. The members of the Committee participating in any such meeting shall be counted in the quorum for such meeting and subject to there being a requisite quorum in accordance with the terms of reference of the Committee, all resolutions agreed by the members of the Committee in such meeting shall be deemed to be as effective as a resolution passed at a meeting in person of the Committee duly convened and held. A meeting conducted by means of a conference telephone or similar communications equipment as aforesaid shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the chairman of the meeting then is.
4.5 A Resolution taking the form of one or more documents in writing signed or approved by other electronic communications by a majority of the members of the Committee, provided that they are sufficient to form a quorum at a meeting of the Committee, shall be as valid and effectual as if it had been passed at a meeting of the Committee duly called and constituted; provided that the resolution is circulated to all members of the Committee. All such resolutions shall be described as “Circular Resolution of Audit and Risk Management Committee” and shall be forwarded or otherwise delivered to the Secretary upon signing without delay, and shall forthwith be recorded by the Secretary in the Company’s Minute Book. Any such resolution in writing may be contained in one (1) document or separate copies thereof (which may be prepared and circulated by electronic communications with copy sent by courier or registered post) which is signed by one (1) or more of the member of the Committee.
4.6 Upon the request of the external auditors, the Chairman of the Committee shall convene a meeting of the Committee to consider any matter the external auditors believe should be brought to the attention of the directors or shareholders.
4.7 The present of the external auditors will be requested if required.
4.8 The Chairman of the Committee shall engage on a continuous basis with senior management, the head of internal audit and the external auditors in order to be kept informed to the matters affecting the Company.
4.9 The Finance Manager, the head of internal audit and representatives of the external auditors should normally attend meetings. Other Board members and employees may attend meetings upon the invitation of the Committee. However, the Committee shall meet with the external auditors, the internal auditors or both, without other Board members and management present at least twice a year or/and whenever deemed necessary.
4.10 Questions arising at any meeting of the Committee shall be decided by a majority of votes, the Chairman of the Committee shall have a second or casting vote.
5.1 The Chairman of the Committee shall report on each meeting to the Board of Directors.
5.2 The Company Secretaries shall be the secretaries of the Committee.
5.3 Minutes of each meeting shall be kept at the registered office and distributed to each member of the Committee and also to the other members of the Board.
5.4 The minutes of the Committee meeting shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.
The Board has approved the terms of reference for Committee on 20 August 2018.
This Whistleblower Policy (“the Policy”) is in line with the Core Values, Code of Conduct & Ethics and Corporate Governance requirements of Ygl Convergence Berhad and its Group of Companies (“Ygl Group”). The Group is committed to fostering a culture of ethical behaviour and good governance among its employees and upholding high level of trust and integrity in all its business operations and dealings.
This Policy details the framework for employees and other stakeholders to raise legitimate concerns in relation to breach of a legal obligation, miscarriage of justice, endangerment to health, safety and environment and cover-up of any of these events in the workplace at the earliest opportunity and in a responsible manner for such concerns to be investigated and addressed internally prior to seeking resolution outside Ygl Group.
This Policy is designed to promote open communication throughout Ygl Group and accords protection to the person, who intends to report or has reported such wrongdoing, without fear of being subject to retaliation or retribution.
The objectives of this Policy are to:
- provide an understanding to a Whistleblower who exposes wrongdoing within Ygl Group so
- that the allegation becomes a legitimate report;
- provide a mechanism for a Whistleblower to report wrongdoing within Ygl Group;
- provide an understanding to a Whistleblower of how the allegation will be handled
- ensure the reported wrongdoing are properly investigated and addressed;
- provide protection to a Whistleblower who acts in good faith;
- afford justice and fairness to anyone who is the subject of an allegation of wrongdoing.
“Whistleblower” herein refers to any employee or other stakeholder, who acts in good faith, raises a genuine concern about any information or activity that is deemed illegal, unethical or not transparently correct within Ygl Group.
“Legitimate Report” herein refers to a report of wrongdoing made in accordance with this Policy. Nothing in this Policy is intended to diminish any additional or alternative protection which may be available at law. Only a legitimate report will be
This Policy is applicable to Ygl Group and sets out the procedures for reporting, receiving, investigating and addressing allegations of wrongdoing within Ygl Group by all employees (whether permanent, contract, part-time or casual), directors, shareholders, consultants, customers, vendors, contractors or any parties with which Ygl Group has business relationship The wrongdoing reported must be related to the business of Ygl Group and have financial, reputation or work place impact within Ygl.
Reports received under anonymity wiil not be entertained in order to prevent invalid accusation, malicious attack, poison letters, discrimination and victimisation. Only genuine concerns should be reported under whistleblowing procedures. The report should be made in good faith with a reasonable belief that the information and any allegations in it are substantially true, and the report is not made for personal gain. Malicious and false allegations will be viewed seriously and treated as a gross misconduct and if proven may lead to dismissal.
Issues related to employee, human resources and industrial relation are excluded from the scope of this Policy as there are other established mechanisms to deal with such issues.
This Policy supports the reporting of wrongdoing which includes, but is not limited to the following:
- corruption or bribery including taking or giving kickbacks / favours / privileges;
- fraud, theft or money laundering;
- breach of legal obligation;
- breach of Ygl Group’s policies, procedures, code of conducts;
- gross mismanagement;
- misappropriation of Ygl Group’s monies;
- misuse of Ygl Group’s confidential information;
- sabotage or damage to Ygl Group’s properties;
- reporting of fraudulent financial information;
- misrepresentation/conceal of facts or information with intention to mislead;
- falsifying documents,
- gross negligence in work obligation;
- discrimination or sexual harassment;
- drug / alcohol abuse;
- endangerment to employees’ or public health and safety;
- damage to environment;
- bullying or blackmailing;
- instruction, attempt or act to cover-up wrongdoing;
All reports made under this Policy will be dealt with in a strictly confidential manner. Information will only be disclosed on need-to-know basis and with written permission from the Audit and Risk Management Committee.
The Whistleblower will be protected from any retaliation, discrimination or disciplinary action within Ygl Group as a result of having made the report. Retaliation, discrimination or disciplinary action include, but are not limited to, dismissal, suspension, demotion, isolation, transfer, reassignment of roles or tasks, denial of education or training or promotion opportunities, victimisation, bullying, violence or harassment.
Any form of retaliation against the Whistleblower or any person who has assisted the Whistleblower or the investigation is a breach of the principal obligation of all employees to uphold trust and integrity.
The identity of the Whistleblower will remain confidential to those persons directly involved in applying this Policy. The identity of the Whistleblower will be kept confidential unless otherwise required by law or for purposes of any legal proceeding by or against Ygl Group, in which case the Whistleblower may be subject to subpoena.
The identity and personal data of the Whistleblower and the alleged wrongdoer may be revealed to the investigating team who conducts the investigation and related processes. If, for any reason, the identity of the Whistleblower is known outside of the investigation process, the protection offered by Ygl Group shall be limited to where it has authority. Ygl Group has no power to offer any person immunity against prosecution in the criminal jurisdiction or from any civil action which may be brought against the Whistleblower. Currently the Whistleblower Protection Act, 2010 (“the Act”) only protects the Whistleblower who reports in good faith to an agency or organisation with investigative and enforcement.power, namely the Police, Customs Department, Road Transport Department, Malaysia Anti Corruption Commission and the Immigration Department.
If the Whistleblower reveals information to party other than the above, they will lose protection.
Ygl Group also will not tolerate victimisation of any person who acts as a witness or particaptes in any way with respect to the report, any such victimisation will be investigated and the person(s) who carry out the victimisation will be subject to disciplinary action or dismissal.
Terms and Conditions for Protection The above protection will be accorded by Ygl Group when and only when the Whistleblower:
- identifies himself/herself when submitting a report;
- has first-hand knowledge or information of the facts;
- act honestly with valid reason to believe that the information in the allegation is true;
- has not communicated the disclosure to any other party not related to the disclosure;
- does not make the disclosure for any personal gain or interest;
- make the disclosure in accordance with this Policy; and
- has not engaged in serious misconduct or illegal conduct in relation to the disclosure.
The Whistleblower is required to identify himself/herself and provide contact details in the Report so that further information can be obtained to facilitate the investigation. The Whisleblower must at all times during the reporting process continue to comply with this Policy.
The Whistleblower and the alleged wrongdoer will be treated fairly. The Whistleblower will be informed of the status of his/her disclosure and the alleged wrongdoer will be given opportunity to respond to all allegations at an appropriate time.
Ygl Group considers any false, malicious or defamatory allegation as gross misconduct, and will take appropriate action against the parties concerned including dismissal and legal action where applicable.
Vendor or supplier of Ygl Group and member of the public who becomes a Whistleblower shall be accorded strict confidentiality subject to compliance with the requirements of the Policy.
a) The report must be in writing,
b) The report must at the minimum include the following details:
- date of the report made;
- date and where the wrongdoing has taken place;
- nature of the wrongdoing;
- identity and level of seniority of the wrongdoer;
- level of risk on whom or what has been impacted.
c) The report can be submitted by post or email.
d) The report, if submitted by post, must be sealed in an envelope with “Strictly Confidential
and to be opened by the Addressee Only” indicated on it.
The Whistleblower should promptly report the suspected or actual instance of wrongdoing.Delay in reporting may jeopardise the case as evidence may be eliminated or lost with passage of time.
The report should be addressed to anyone of the below:
Chairman of Audit and Risk Management Committee
Member of Audit and Risk Management Committee (Non-Executive Director)
- via email at email@example.com
- via post to the mailing address below:
Ygl Convergence Berhad
No.35, Jalan Scotland,
Ygl/Whistleblower Policy/Page 6 of 8
The Audit and Risk Management Committee will have the authority to determine:
- sufficiency of information;
- legitimacy of the report;
- nature and scope of investigation (if an investigation is required);
- composition of investigating team;
- requirement for further technical, legal or financial advice;
- timeframe of investigation;
- any other further actions; and
- whether to refer the case to any enforcement agency.
The Audit and Risk Management Committee will update the Board of Directors on the reports that require their attention and approval.
If any member of the Audit and Risk Management Committee is suspected being involved in improper conduct, he will abstain from the meeting and discussion.
A Whistleblower’s report will only be investigated and acted upon instruction of the Audit and Risk Management Committee. An Investigating Officer/Team may be appointed to carry out the investigations.
The report received pursuant to this Policy must be promptly investigated and the issue identified must be promptly resolved.
The Whistleblower will be informed of the investigation, and how he/she can be contacted if there is further information or assistance required from him/her, except for cases which have been referred to enforcement agency. Subject to confidentiality, privacy or legal constraints, the Whistleblower may or may not be informed of the conclusion of the case.
The Investigating Officer/Team will apply the principles of procedural fairness and natural justice to conduct any investigation and ensure the findings are fair and unbiased. The Investigating Officer/Team will report their findings to the Audit and Risk Management Committee who in turn will determine the outcome or next course of action to be taken.
If the investigation of a report that is done in good faith and investigated by internal personnel, is not to the satisfaction of the Whistleblower, then he/she has a right to report the matter to the appropriate legal or investigative agency.
The Management must incorporate the recommendations of the investigation to prevent the wrongdoing from recurring in the future, including taking corrective measures to remedy the loss or harm which has happened.
Ygl Group will maintain a register for Whistleblower cases, besides the records of all reports received, evidence gathered, interviews conducted, the investigation process undertaken, conclusion of each investigation and actions taken to resolve the issues
Anyone who knowingly makes a false report, or who otherwise fails to act honestly in respect of the report will be subject to disciplinary action including dismissal, sanction or legal action. The action to be taken will depend on the severity, nature and circumstance of the false report.
In the event that there are discrepancies between this Policy and the Whistleblower Protection Act 2010 (the “Act”), the Act shall prevail.
The Policy will be reviewed from time to time and updated to meet the compliance requirements of laws and regulations or corporate governance. Such update shall take effect from the date of adoption.
Pursuant to the Malaysian Code on Corporate Governance 2017, a copy of the Policy is posted on Ygl’s website. The Board has approved and adopted the Policy on 26 August 2019.
A corporate liability was introduced with effect from 1 st June 2020 under the new
Section 17A of the Malaysian Anti-Corruption Commission Act 2009 (“MACC”) which
provides that a commercial organisation commits an offence if any person
associated with the commercial organisation commits a corrupt act in order to obtain
or retain business or an advantage in the conduct of business for the commercial
organisation. Section 17A also holds the directors of the company as personally
liable for such corrupt practices.
The commercial organisation or its directors may be liable whether or not its top
management has actual knowledge of the corrupt acts of its employees or persons
Pursuant to Subsection 17A(5) of MACC, the Governance, Integrity and Anti-
Corruption Centre (GIACC) has issued the Guidelines on Adequate Procedures
(“GAP”) which outline the procedures and measures to be implemented to prevent
the occurrence of corrupt practices in their business activities and which procedures
could be relied on as a defence to absolve liability under Section 17A of MACC.
MACC clearly specifies the act of soliciting, giving, accepting or receiving
gratification, directly or indirectly, to or from a person in auhtority either in the form of
money, services or valuable goods as an inducement or reward to or not to do an
act in relation to the commercial organisation’s principal affairs as undertaking the
act of corruption.
Under MACC, corruption covers all acts of bribery, fraud, abuse of power and
Ygl is committed to conducting its business ethically and in compliance with the
provisions of MACC. This Policy is designed to provide guidance on how to develop,
implement and maintain effective controls and compliance procedures. The
objectives are to:
- establish Ygl’s dedicated internal anti-bribery and corruption policy, controls and
procedures under the five main principles outlined in GAP;
- promote a culture of ethical business practices and compliance with the relevant
law and regulations;
- uphold high standard of integrity and ethical conduct of Ygl and all its
- ensure this Policy are well communicated to all employees, customers,
suppliers, business associates and any person dealing with Ygl;
- ensure the procedures are adhered to when dealing in Ygl’s business; and
- maintain effective controls to prevent the incidence of corrupt practices.
The scope of this Policy is on corruption in the form of bribery which commonly
involves the offer, promise, request, acceptance or transfer of anything of value
either directly or indirectly to or by a person, in order to improperly induce, influence
or reward the performance of a function or an activity. Bribery may involve a
commercial arrangement or misuse of corporate power for private gain in order to
obtain, retain or direct buisness or to improperly secure any advantage in the
conduct of business.
This Policy applies to all Ygl’s directors, employees and persons associated in all its
business transactions either dealt directly or indirectly in Malaysia or overseas.
“Persons associated”defined under Section 17A of MACC include:
- Senior Management
“Associate” under GAP is defined widely to cover:
- Any person who is a nominee or an employee of such person
- Any person who manages the affairs of such person
- Any organisation of which such person, or any nominee of such person, is a partner, or a person in charge or in control of, or has a controlling
interest in, its business or affairs
- Any corporation within the meaning of the Companies Act 2016 of which
such person, or any nominee of such person, is a director or is in charge
or in control of its business or affairs, or in which such person, alone or
together with any nominee of such person, has or have controlling
interest, or shares to the total value of not less than 30% of the total
issues capital of the corporation
- Trustee of any trust where the trust has been created by such person or
the total value of assets contributed by such person amounts to not less
than 20% of the total value of the trust’s assets
Ygl aknowledges that while no anti-bribery and corruption programme can
completely prevent or protect against corruption, guidelines and procedures can
help to mitigate bribery and corruption risks.
The framework of this Policy is based on the 5 guiding principles laid out by GAP to
encapsulate Ygl’s anti-bribery and corruption commitment in the prevention,
detection, response and investigation of bribery or corruption for better business
ethics and compliance with MACC.
The 5 Guiding Principles (TRUST)
- Top Level Commitment
- Risk Assessment
- Undertake Control Measures
- Systematic Review, Monitoring and Enforcement
- Training and Communication
The top level management is primarily responsible to establish a programme
which identifies risk areas, sets clear guidelines, places control measures and
implements compliance within Ygl Group. This is to provide assurance to both
internal and external stakeholders that Ygl is operating in compliance with anti-
bribery and corruption statutory requirements.
Roles and responsibilities
The Board of Directors (“Board”) endorses this Policy and oversees its
effectiveness in setting the highest standard of ethical behaviour and upholding
the highest integrity level in Ygl.
The Audit and Risk Management Committee (“ARMC”) assists the Board in
assessing exposure to risk and overseeing the implementation of and compliance
with this Policy.
Senior Management is entrusted to establish, administer and maintain a
programme which integrates ethical practices into Ygl’s business operation in
compliance with MACC
Internal reporting is important because it keeps the whole company informed of
the level of compliance with this Policy.
The Board should receive periodic updates on the effectiveness of the Policy and
any pertinent matters requiring the Board’s attention.
The ARMC should be notified of any alleged corrupt practice and internal
investigation into such cases and update the Board, if necessary with the advice
of legal advisors.
Senior Management should investigate and hold inquiry into any alleged corrupt
practice which is reported in good faith by whistleblower or any corrupt act
discovered by the system.
Senior Management should receive relevant internal report on:
- status of implementation and operation of the compliance programme
- performance metrics;
- significant deviations from procedures;
- significant engagement with third parties;
- legal and regulatory updates;
- internal review and risk assessment;
- any other significant issues.
This Policy must be driven “top down” with top management commitment and
applicable as a company-wide Policy.
This Policy shall be made accessible and applicable to all departments in Ygl
especially functions such as Dealer Network, Marketing, Business Development,
Sales and Procurement where there is interaction with external service providers
The Policy should also be made known to contract staff, outsourced service
providers, subcontractors, dealers and whoever deals with Ygl.
Ygl reflects zero tolerance for any corrupt practice. This Policy should reference
all employees’ personal accountability in order to protect Ygl and themselves. As
such, This Policy:
- prohibits the promising, offering, giving, solicitation or receiving of
anything of value, directly or indirectly through third parties, improperly
intended to influence action or obtain an advantage;
- prohibits falsifying or concealing any documents, records or accounts in
relation to the business of the Company, its customers, suppliers or
- defines and identifies heightened risk interaction with Government or
Semi-government officials (if any);
- provides employees with proper channel of reporting potential bribery in a
confidential manner and protected from retaliation through Ygl’s
- notifies employees of the consequences of non-compliance; and
- garners commitment from the Board, Senior Management and all levels of
employees through training and awareness campaigns.
Risk assessment is the prelude to the development of a review and monitoing
programme as it allows ranking of each department by their relative susceptibility
to risks. The nature and extent of inherent risk of Ygl business should be
periodically assess to keep pace with changes in business environment.
Any change in risk should be countered with corresponding controls in place with
adjustment and update made to this Policy to mitigate the residual risk to an
It is recommended that a comprehensive corruption risk assessment is done
once every three years with intermittent assessment conducted when necessary.
The ARMC shall be in charge of risk assessment and discuss with Senior
Management to make necessary arrangement to the compliance programme to
detect potential corruption red flags. Updates and amendments of risk
assessment should be recorded in the risk register.
Independence of internal risk assessment
Top management should ensure that internal risk assessment is carried out by an
ethical employee as a separate function from the implementation team or audited
by independent professionals such as accounting or legal firm. Risk assessment
should be a stand alone process.
Risk assessment questionnaire
Each department will complete a risk assessment questionnaire which gathers
information such as:
- significant customers including government;
- requirements as to anti-corruption training;
- sales volume from major customers including government;
- procurement needs;
- existing anti-corruption policies and procedures.
Government or semi-government officials
MACC law generally treats interaction with government or semi-government
officials as well as their representatives as presenting higher corruption risk for
companies seeking to obtain or retain government business or influence
government action e.g. approving licenses. Any transaction with government or
semi-government agency must have proper correspondence and tender
documents for monitoring purpose.
Government or semi-government officials are defined as individuals of any rank
or level at the following organisations:
- national, regional , local or municipal government bodies;
- state owned or state controlled companies
Any dealing which has to go through an intermediary is an area of heightened
risk. Intermediary include a third party who who acts for or on behalf of a
customer or supplier to find, introduce, obtain or maintain business or any other
commercial advantage or obtain government approval or action. The identity,
appointment and role of such intermediary must be disclosed.
Once the risks are identified and prioritised, control measures and procedures
can be established and put in place. The control measures and procedures cover
Ygl provides gifts (e.g. goods or cash vouchers) to customers and suppliers to
maintain cordial business relationship. No gift is to be made on behalf of the
Company without the approval of the Management.
Requests from customers or suppliers for gifts to their internal events must be
supported by the customers’ or suppliers’ official letters. Only gifts in physical form
or cash vouchers are allowed. The standard is RM200 cash vouchers or up to
RM300 goods. Cash contribution is disallowed.
As a caring organisation fulfulling its corporate social responsibility, Ygl may make
contribution to approved charitable bodies subject to approval from the
Management. All contibutions must be supported by official receipts of the charitable
Only approved employees are allowed to entertain existing or potential customers or
principal suppliers within the budget set by the Company. Only the CEO, COO and
General Manager are allowed to claim entertainment. The type of entertainment
approved by the Company covers customary business meals only.
The limit set by the Company is maximum RM50 per person per meal. The number
of persons being entertained must be reasonable and the persons must be
identifiable to existing customers, potential customers, principal suppliers and
business related persons who can provide Ygl with sales pipeline.
Entertainment in excess of the set limit of RM50 per person per meal must be prior
approved by the Management.
Use of office claim form
All entertainment claims are subject to the approval of the Management. Claim of
entertainment expenses must be applied for using the “entertainment expense claim
form” attached with supporting documents and details of whom are entertained,
where and for what purpose.
Referral or dealer margin
Ygl has a referral program and dealer network program where referral fee or
margin is given to the referor who successfully introduce a new customer or
dealer who successfully close a project. The referral fee and dealer margin are
determined based on percentage of project sum or mutually agreed amount
which is evidenced in writing.
Political contribution is not allowed.
Any attempt to secure a government or semi-government project must be have
proper tender documentation. Any payment made must be related to the
tendering processing such as registration fee, document fee etc which are
equally imposed on all tender applications.
Branding and marketing activities are strategic to promoting the Company and its
products offerings. Before Ygl embarks on branding or marketing events, there
should be a background check on the service providers and the type of activities
or services they offer. Application for budget should be submitted by Marketing
Department with feedback from sales team prior to approval by the Management.
The branding and marketing actitivities must genuinely promote the Company
and its products. Photos or video of the activities must be submitted to Finance
Department before payment is released.
Customer-related corruption risk
Ygl is in the business of providing software solution primarily to manufacturers for
their own use. There is no facilitation payment involved and there is no
opportunity for customers to launder illegal proceeds.
Any discount offered to customer is comparative to market price, approved by the
Management and evidenced in writing.
Employment and work experience
Ygl has a practicum program for undergraduates to undergo training for three to
six months. The intake of interns is following the terms set by the respective
universities. An allowance of token sum is paid to the trainees in appreciation for
In order to prevent offer of employment to be abused for corrupt purpose, Ygl has
in place a consistent recruitment process and hiring procedures are based on
merits where only eligible candidates are selected. Ygl’s recruitment requirement
depends on vacancy of position.
Third party service providers or vendors
Ygl works with third party programmers and consultants as well as purchase
hardware from vendors. Ygl is a registered customer of hardware vendors and
makes purchases when necessary. Third party service providers are persons with
expertise and their work is tracked by service report and /or output of their work.
General procurement process
Procurement of goods and services is an area inclined to higher bribery and
corruption risk. In Ygl, procurement for goods and services is made through
requisition form where details of goods or services providers, pricing above
RM1,000 and purpose for such requisition, person making the application is
submitted for approval of Finance Department. Requisition below RM1,000 is still
subject to verification prior to approval.
Accounting and record keeping
Improper accounting or concealment of financial activity or transaction is strictly
prohibited. All employees share the responsibility to account for anything of value
provided to customers, potential customers, suppliers or any third party.
On the other hand, any accepting of anything of value provided by customers,
potential customers, suppliers or any third party must also be subject to approval,
and properly documented for monitoring.
The accounts of Ygl are scrutinised and reviewed monthly by the Head of
Department for completeness, accuracy and validity of documents and
Monitoring process is one of the most important procedures in the compliance of
the Policy. Once the risks are identified and prioritised, controls and procedures
can be put in place while review and monitoring of the effectiveness , relevance
and weakness of the programme can be planned and conducted.
A risk register will be maintained to record the risk areas, risk exposure, controls,
relevance of procedures and inherent weakness of the Policy.
This Policy outlines the mechanism to review and monitor compliance with
policies and procedures.
Ygl adopts risk-based approach in designing systematic review, monitor and
enforcement of the compliance programme to mitigate risk associated with giving
or accepting anything of value involving:
- gifts or contribution
- hospitality (e.g. meals, entertainment, travelling, lodging, training etc)
- charitable contribution
- political contribution
- marketing sponsorship
- employment or internship
- third party engagement (e.g. subcontractor, supplier or vendor)
The purpose of compliance audit is to ensure compliance programme is effective
and to detect bribery or corruption risk. Non- compliance will be addressed and
control will be improved.
It is recommended that Ygl consider an external audit by a qualified and
independent third party [eg ISO 37001:2016 Anti-Bribery Management System
(ABMS) auditors] at least once every three years.
Ygl may also deploy its own team to conduct compliance audit. This team may
comprise staff from various departments such as accounting (knowledge of
accounting principles), MIS (knowledge of data analytics tools and system
control) and finance (select high risk transactions and conduct interview).
- specify scope of audit
- specify time frame of audit
- confirm organisation chart, roles and responsibilities of management and
- arrangement for interviews
- check controls and procedures are in place for different functions
- risk awareness level of each department
- review of past incidence (if any)
- review of training programme to ensure it is up to date
- review of employees’ participation in training
- due diligence on third party (background, CTOS, contract etc)
- review of accounting policy and payment procedures
- review of donation and sponsorship policy
Any corrupt practice or violation of MACC warrants a remedial action to address
the weakness of the relevant control and procedure. Documentation of the
review, monitoring and enforcement process comprises:
- employee activity and area tested
- how monitoring/testing is done (use of data analytics tool)
- how monitoring/testing detects anomaly
- what type of non-compliance
- what control weakness is identified (policy violation, inadequate control or
- what remedy is suggested to address such weakness
- how recurrence of such practice can be prevented
Awareness and culture
The anti-bribery and corruption policy, standards and procedures should be
effectively comunicated through training and information to:
- members of the Board
- Senior Management
- all levels of employees
These trainings should be provided to new employees upon joining Ygl and on a
periodic basis or with the frequency based on the risk posed by their roles.
Training programmes must be reviewed and updated periodically.
Third parties who deal with Ygl should also be provided with such training or
communication particularly those who are identified as presenting heightened
exposure to risk.
Training and/or communication
Training should include relevant definitions, references to applicable internal
polisies, procedures, laws and regulations along with case studies and practical
examples or potential scanarios which employee may encounter during work.
Training should also provide guidance on when and how to seek advice and how
to report any concern or suspicion of corruption.
Post training assessment or attestation of understanding may be completed by
employees. Retention of the records of completion of training will facilitate
monitoring and reporting during review process.
MACC broadly categorises corruption offences into four types;
- solicits or receives gratification
- promises, gives or offers gratification
- gives or uses false claims
- misuse of office or position by an officer
Gratification may come in the form of money, donation, gift, loan, fee, reward, valuable security, property or interest in property of any description whether movable or immovable, finance benefit or any other similar advantage.
The penalties imposed on a commercial organisation offender are:
- fine not less than 10 times the value of the bribe or RM1 million whichever
- maximum 20 years imprisonment;
- or combination of both
The penalties imposed on an individual offender are:
- minimum fine of RM10,000 or 5 times the value of bribe whichever is
- maximum 20 years imprisonment
Commitment of offence
Any person who by himself/herself, or by or in conjunction with any other person
- corruptly solicits or receives or agrees to receive for himself/herself or for
any other person; or
- corruptly gives, promises or offers to any person whether for the benefit of
himself /herself or of another person,
any gratification as an inducement to or reward for, or otherwise account of
- any person doing or forbearing to do anything in respect of any matter or
transaction, actual or propose or likely to take place; or
- any officer of a public body doing or forbearing to do anything in respect of
any matter of transactions, actual or propose or likely to take place, in
which the public body is concerned.
Investigation into reported corrupt act will be based on the principles of
procedural fairness and natural justice to conduct any investigation and ensure
the findings are fair and unbiased.
Any person found guilty of committing a corrupt act within Ygl will be subject to
disciplinary action including dismissal as well as face legal action.
Example of corruption red flags
Below is a non-exhaustive list of examples of transactions which may warrant
further review or due diligence:
- excessive fee / commission paid not justified by basis
- unreasonable large discounts given to customers without cause
- engagement of subcontractor with unrelated background
- payment to unidentified account/incomplete documents/improper approval
- payment to any government officials
- facilitation payment
- adjustment to remuneration without basis
- unusual contract terms
- unusual cash disbursements
- unauthorized procurement
- unjustified investment
- omission in account
Ygl should maintain detailed records of the following as evidence for adequate
procedures put in place to mitigate anti-bribery and corruption risk. The evidence
is a defence for the Company in the event of investigation and conviction by law.
The records include:
i. Anti-Bribery and Corruption Policy advocated by Top Management;
ii. Risk assessment template;
iii. Risk register;
iv. Controls and standard procedures applicable in different areas;
v. Audit plan;
vi. Review documentation;
vii. Documents to show how monitoring is done;
viii. Record of improvement taken to address weakness
ix. Training materials, attendance record and attestation of understanding;
The records may include evidence gathered, interviews conducted, accounting
details, third party confirmation etc.
Ygl has a Whistlebower Policy which provides a proper channel for all employees
and external parties to report any alleged misconduct including bribery or
corruption. The Whistleblower Policy is to provide confidentiality to the
whistleblower and protection from retaliation.
The link to Whistleblower Policy is at https://www.yglworld.com/sustainability-governance-and-ethics/
Communication channel for report of bribery or corruption should be addressed to
anyone of the below:
Chairman of Audit and Risk Management Committee
Member of Audit and Risk Management Committee (Non-Executive Director)
- via email at firstname.lastname@example.org
- via post to the mailing address below:
Ygl Convergence Berhad
No.35, Jalan Scotland,
In the event that there are discrepancies between this Policy and the Malaysian Anti-Corruption Commission Act 2009 (the “Act”), the Act shall prevail.
The Policy will be reviewed once every three years and updated to meet the
compliance requirements of laws and regulations or corporate governance. Such
update shall take effect from the date of adoption.
Pursuant to the revised Listing Requirements of Bursa Malaysia to encapsulate
anti-corruption amendment in support of the National Anti-Corruption Plan 2019-
2023, a copy of the Policy is posted on Ygl’s website.
The Board has approved and adopted the Policy on 21 May 2020.