Investor Relations

1. POLICY AND OBJECTIVE

The objective of the  Whistleblower Policy and Procedure (“Policy”) are:-

a. To promote an environment where integrity and ethical behaviour in Only World Group Holdings Berhad (“OWGH”) and its subsidiaries (“the Group”)

b. To act as an early warning system in identifying any suspected and/or known illegality, misconduct, wrongdoings, corruption, fraud, waste and/or abuse in the Group and may enable the Group to remedy any wrongdoings before serious damage is caused.

c. To provide a formal and confidential channel to enable employees and/ any reporting individual (“RI”) to report in good faith, serious concerns of any suspected and/or known illegality, misconduct, wrongdoing, corruption, fraud, waste and/or abuse that could adversely impact OWGH and its subsidiaries, shareholders, investors, employees and business partners without fear of being subject to detrimental action

2. SCOPE OF POLICY

2.1 This policy applies to :  a. All employees of the Group.  b. Any persons providing services to the Group  c. Member of the public where relevant.

2.2 The policy covers the following allegations of misconduct, wrongdoing or improper conduct or abuse:

a. act which constitute a criminal offence under the law, such as fraud, corruption, forgery, cheating, criminal breach of trust, insider dealing, abetting or intending to commit criminal offence.

b. Failure to comply with legal, regulatory obligations or rules that applicable to the Group.

c. Any act that is likely to cause significant financial loss or costs to the Group including any intentional misrepresentation of the Group.

d. Any breach of ethics as described in the Code of Ethics and/or any fraudulent act including such acts include forgery, theft, any form of corruption (including accepting and giving bribes), unauthorised disclosure of OWGH and its subsidiaries’ confidential information and abuse of power for personal gain

e. Gross waste of the Group’s resources or intended destruction of Group’s property.

f. Damage to the environment.

g. An act or omission which creates a substantial and specific danger to lives, health or safety risk to the Group, Public as well other Employees.

h. Other unethical conducts.

i. Deliberate concealment of information concerning any of the matters listed above

The above list is not exhaustive. This policy does not apply or replace the Group’s existing range of policies and procedures which deal with standards of behaviour at work. Employees are encouraged to use the provision of these procedures when appropriate.

3. OVERSIGHT AND OWNERSHIP OF POLICY

3.1 The Audit Committee of the Group has overall responsibility for this Policy and shall oversee the implementation of this Policy

3.2 The Audit Committee has delegated day to day responsibility for the administration and implementation of the Policy to the Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”). The use and effectiveness of this Policy shall be regularly monitored and reviewed by the CEO and COO.

3.4 The owner of this document is CEO and COO Chief who shall be responsible for incorporating any amendments and updates into this document, obtaining the approval of the Audit Committee for those amendments and updates and distributing the same to the relevant parties.

4. REPORTING IN GOOD FAITH

4.1 The RI must have reasonable and proper grounds before reporting such misconduct and must undertake such reporting in good faith, for the best interest of the Group and not for personal gain or interest.

4.2 The reporting of misconduct could be deem as lacking of good faith, when:

a. the RI does not have a factual basis for the report of misconduct; and/or b. the RI knew or reasonably should have known that the report or any of its contents are false; and/or c. where the report is superficial senseless and is a form of harassment; and/or d. there are any other circumstances that indicate that the report has been made with malicious intent, hidden motive or for personal gain.

4.3 Any person that has not acted in good faith shall not be entitled to any protection under this policy. 4.4 Any employee making allegations or reports that prove to have been made without good faith will be subject to disciplinary action (which may include termination of employment).

5. PROTECTION

5.1 Protection of Confidential Information a. any person having the knowledge of the report of the misconduct or possessed the confidential information for the investigation of the misconduct shall make his or her best efforts to maintain the confidentiality of the information, especially the identity of the whistleblower. b. the RI shall make his or her best effort to maintain the confidentiality of the reported incident, particularly the identity of the person who have allegedly committed to the misconduct, the nature of the misconduct and the fact of the report is filed, in order not to jeopardise any investigation. c. the Group shall provide the assurance that no disciplinary action can be taken against the RI as long as he/she is doing it in a good faith. d. the Group shall provide the assurance that the RI would be protected against reprisals and/or retaliation from his/her colleagues, immediate superior or head of department/division. e. any head of department/division or employee who takes any detrimental action against the RI who has made a report of misconduct in good faith shall be subject to disciplinary action (which may include termination of employment).

5.2 Revoked of the protection The protection against the RI will be revoked under the following circumstances : a. Participated in the improper conduct; b. Wilfully disclosed a false statement. c. Makes a disclosure with malicious intent. d. Makes a malicious or vexatious disclosure. e. The Employee breaches his/her obligations of confidentiality under this Policy. f. The report of Improper Conduct is made solely or substantially with the motive of avoiding dismissal or other disciplinary action.

5.3 The protection however does not provide the Group with the power to provide any immunity from criminal prosecution and also does not have any power to grant any protection from detrimental action to a whistleblower who is not an employee of the Group.

6. PROCEDURES – LOGGING A REPORT

6.1 a. The RI is advised to report any concern / suspect improper conduct, wrong doings, corruptions, fraud, waste or abuse as soon as he / she discovered the commission or intended commission of such act. b. The RI may raise the improper conduct to his/her Head of Department, Chief Operating Officer and/or Chief Executive Officer via email. c. If these channels have been followed and the employee still has concerns or feels that the matter is so serious that it cannot be discussed with any one of the above, then he/she must raise it to the Chairman of the Audit Committee, Mr Ooi Guan Hoe by e-mail to ooiguanhoe@owg.com.my d. The RI shall make a confidential report of improper conduct in writing and to provide full details of the improper conduct and, where possible, supporting evidence. e. Any disclosure made should contain the following : i. The details of the person involved; ii. Details of the allegations, including the nature of the allegation, where and when such misconduct took place; iii. Supporting evidence (if applicable); iv. RI’s name, Identity Card (IC) number, Contact number, email.

7. HANDLING OF REPORTED VIOLATIONS

7.1 Preliminary Investigation a. where the RI reported the said violation to the Head of Department or Management, the said violation should be forwarded to the Senior Management. b. the senior officers at the Group will conduct a preliminary investigation of every report of improper conduct received to determine whether there are merits to initiate a full investigation and the findings of the preliminary investigation and recommendation shall be referred to the Chairman of the Audit Committee for a decision on whether to close the case or to proceed to a full investigation of the allegations c. if the Chairman of the Audit Committee receive the violation report, he/she will conduct a preliminary assessment to establish whether the disclosure has merit and can be substantiated d. if the case where the allegation has serious and significant adverse impact on the Group, the Chairman of the Audit Committee may decide to consult with the members of the Audit Committee or convene an Audit Committee meeting before making a decision. e. the disclosure warrants an investigation, disclosure will be conducted as speedily and sensitively as possible. As far as reasonably practicable, the confidentiality of the RI will be maintained. f. most investigation will be managed internally but the Group may appoint external investigators or investigating team, if deem appropriate g. if the claim of malpractice is established, appropriate disciplinary action will be taken against the defaulting party/ies. h. where it is believed that criminal activity has taken place, the matter may be reported to the police and appropriate legal action taken i. however, if it is later discovered from an investigation that the disclosure /report was made with malicious intent, appropriate action can be taken against the RI. j. the RI may withdraw the disclosure/report giving reasons, but the Group reserves the right to proceed with the investigations. The RI will be notified of the outcome of his/her disclosure.

7.2 Corrective Action a. The Management shall carry out the decisions of the Board of Directors in relation to the findings of the investigation. b. The Management shall institute the appropriate controls to prevent any further wrongdoings or damage to the Company.

8.PERIODIC REVIEW OF THE WHISTLEBLOWER POLICY AND REPORTING REQUIREMENTS

The AC shall review this Policy once in two (2) years or upon changes to the relevant rules and regulations, whichever is earlier and make the appropriate recommendation to the Board on any proposed amendments to the Policy. Periodic review would also be made to ensure the relevance and alignment with the Group’s needs and structure as well as material changes in the business and risk profile of Key Responsible Person.

FIT AND PROPER POLICY

1. PURPOSE

The purpose of the Fit and Proper Policy (“Policy”) is to set out the approach to the assessment of the fitness and propriety for the selection of candidates that are proposed to be appointed or elected / re-elected as the directors as well as the senior management (collectively referred as “Key Responsible Person”), for Only World Group Holdings Berhad and its Subsidiary Companies (collectively referred as “Group”). Key Responsible Person are the key persons who are accountable or responsible for the management and oversight of the Group. These comprise: a. Directors of the Group; b. Chief Executive Officers (CEO) or Managing Director (MD) of the Group including CEO or MD of subsidiary companies; c. Chief Financial Officer (CFO) or Financial Controller, Finance Director of the Group, Finance Director, Financial Controller or Chief Accountant of subsidiary companies. d. Any person performing a senior management function who has primary or significant responsibility for the management and performance of significant business activities of the Group; and e. Any person who has primary or significant responsibility for key control functions.

2. COMPLIANCE REQUIREMENTS

2.1 This Policy has been prepared to ensure compliance with the relevant provisions of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad ("Bursa Malaysia”) and the Malaysian Code on Corporate Governance 2021 (“MCCG”). Reference is also made to the guidance provided in Bursa Securities’ Corporate Governance Guide. 2.2 The appointment of board and senior management are based on objective criteria, merit and with due regard for diversity in skills, experience, age, cultural background and gender. 2.3 Directors appointed should be able to devote the required time to serve the board effectively. The board should consider the existing board positions held by a director, including on boards of non-listed companies. Any appointment that may cast doubt on the integrity and governance of the Company should be avoided.

3. RESPONSIBILITY

The Board of Directors (“Board”) and Nomination Committee (“NC”) are primarily responsible for ensuring that all Key Responsible Persons fulfil fit and proper requirements and for conducting assessments of the fitness and propriety of Directors and the Group CEO as well as CEO/MD of subsidiary companies.

The NC is responsible to assess the existing directors or candidates as per Fit and Proper Policy and make the relevant recommendation to the Board on the proposal regarding appointment and re-election of Key Responsible Person, and making recommendations to the Board on these matters.

For other Key Responsible Persons, decisions on appointments and assessments of fit and proper may be made by the Group CEO or a designated committee under the delegated authority of the Board and NC.

4. FIT AND PROPER CRITERIA

Any person to be appointed or re-elected as a Key Responsible Person of the Group or a nominee director or representative on the boards of joint venture companies and associate companies must not be disqualified and has been assessed to have met all the fit and proper criteria based on, at minimum, the following: a. character and integrity; b. experience and competence; and c. time and commitment. 4.1 Character and integrity; a. Probity

 is compliant with legal obligations, regulatory requirements and professional standards.

 has not been obstructive, misleading or untruthful in dealings with regulatory bodies or a court.

b. Personal integrity

 has not perpetrated or participated in any business practices which are deceitful, oppressive improper (whether unlawful or not), or which otherwise reflect discredit on his professional conduct.

 service contract (i.e. in the capacity of management or director) had not been terminated in the past due to concerns on personal integrity.

 has not abused other positions (i.e. political appointment) to facilitate government relations for the company in a manner that contravenes the principles of good governance.

c. Reputation

 is of good repute in the financial and business community.

 has not been the subject of civil or criminal proceedings or enforcement action, in managing or governing an entity.

 has not been substantially involved in the management of a business or company which has failed, where that failure has been occasioned in part by deficiencies in that management.

d. Financial integrity

 manages personal debts or financial affairs satisfactorily.  demonstrates ability to fulfil personal financial obligations as and when they fall due.

4.2 Experience and Competence a. Qualifications, training and skills.

 possesses education qualification that is relevant to the skill set that the director is earmarked to bring to bear onto the boardroom (i.e. a match to the board skill set matrix).

 has a considerable understanding on the workings of a corporation

 possesses general management skills as well as understanding of corporate governance and sustainability issues.

 keeps knowledge current based on continuous professional development possesses leadership capabilities and a high level of emotional intelligence.

b. Relevant experience and expertise

 possesses relevant experience and expertise with due consideration given to past length of service, nature and size of business, responsibilities held, number of subordinates as well as reporting lines and delegated authorities.

c. Relevant past performance or track record

 had a career of occupying a high level position in a comparable organisation, and was accountable for driving or leading the organisation’s governance, business performance or operations.

 possesses commendable past performance record as gathered from the results of the board effectiveness evaluation.

4.3 Time and Commitment a. Ability to discharge role having regard to other commitments

 able to devote time as a board member, having factored other outside obligations including concurrent board positions held by the director across listed issuers and non-listed entities (including not-for-profit organisations). b. Participation and contribution in the board or track record  demonstrates willingness to participate actively in board activities.  demonstrates willingness to devote time and effort to understand the businesses and exemplifies readiness to participate in events outside the boardroom.  manifests passion in the vocation of a director.  exhibits ability to articulate views independently, objectively and constructively.  exhibits open mindedness to the views of others and ability to make considered judgment after hearing the views of others.

5. ASSESSMENT OF FITNESS AND PROPRIETY

5.1 The fit and proper assessments on each Key Responsible Person must be made before the appointment or re-election. 5.2 All Key Responsible Person are required to declare that he or she remains a fit and proper person on an annual basis. 5.3 Where an existing Key Responsible Person no longer satisfies the fit and proper requirements, the Company or the Group must take all steps to remove that person from the responsible person position.

6. PERIODIC REVIEW OF THE FIT AND PROPER POLICY AND REPORTING REQUIREMENTS

The NC shall review this Policy once in two (2) years or upon changes to the relevant rules and regulations, whichever is earlier and make the appropriate recommendation to the Board on any proposed amendments to the Policy. Periodic review would also be made to ensure the relevance and alignment with the Group’s needs and structure as well as material changes in the business and risk profile of Key Responsible Person. This Policy was adopted on 1 June 2022.

ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

1. POLICY AND OBJECTIVE
   1.1 Only World Group Holdings Berhad (“OWGH”) and its subsidiaries (“the Group”) are committed to conducting its businesses with the highest standards of professional integrity and ethical behaviour and the same is required of every officer, employee and business partners.
   1.2 The Group are committed to conducting its businesses to the best of our knowledge and belief in accordance with all the all-applicable laws and regulations in the areas that it operates. These laws include but not limited to Anti-Money Laundering and Anti-Terrorism Financing Act 2001, Malaysian Anti-Corruption Act 2009 (Amendment 2018), Personal Data Protection Act 2010 and Competition Act 2010. These laws prohibit acts of bribery and corruption, and mandate that companies establish and maintain adequate procedures to prevent bribery and corruption.
   1.3 This Policy aims to ensure that all officers, employees, and business partners the Group are aware of their obligation to disclose any corruptions, briberies, conflicts of interest or similar unethical acts that they may have, and to comply with this Policy to follow highest standards of ethical conduct of business.
   1.4 This policy will be updated as the Law and Regulations changes to incorporate the latest standards in accordance to all applicable laws and regulations.
   
   
2. SCOPE OF POLICY
   2.1 The Anti-Bribery and Corruption Policy is a means where it is designed to offer a frame of reference and guidance to all persons working for and with the Group in ensuring that all applicable laws are observed and complied at all times.
   2.2 This policy applies to :
   a.The Board of Directors
   b.All Employees of the Group.
   c.Any persons providing and or receiving services to the Group, namely, business partners, operators, agents, contractors, and consultants.
   
   
3. ANTI-BRIBERY AND ANTI-CORRUPTION
   3.1 The Malaysian Anti-Corruption Commission in its website (www.sprm.gov.my) describes corruption as the act of giving or receiving of any gratification or reward in the form of cash or in-kind of high value for performing a task in relation to his/her job description.
   It has clearly specified that the act of Soliciting, Giving, Accepting or Receiving, directly or indirectly to/from a person in authority 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 person’s principal affairs: as undertaking the act of corruption.
   3.2 Under the Malaysian Anti-Corruption Commission Act 2009 (Amendment 2018), “Gratification” means of the below:
   a.money, donation, gift, loan, fee, reward, valuable security, property or interest in property being property of any description whether movable or immovable, financial benefit, or any other similar advantage;
   b.any office, dignity, employment, contract of employment or services, and agreement to give employment or render services in any capacity;
   c.any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part;
   d.any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction or percentage;
   e.any forbearance to demand any money or money’s worth or valuable thing;
   f.any other service or favour of any description, including protection from any penalty or disability incurred or apprehended or from any action or proceedings of a disciplinary, civil or criminal nature, whether or not already instituted, and including the exercise or the forbearance from the exercise of any right or any official power or duty; and
   g.any offer, undertaking or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (a) to (f);
   3.3 The main offences under the MACC Act are:
   a. Soliciting or receiving gratification;
   b.Offering or giving gratification;
   c.Intending to deceive;
   d.Using the office or position for gratification (abuse of position);
   e.Failing to report when offered bribery
   3.4The Malaysian Anti-Corruption Commission (Amendment) Act 2018, which will be in force on 1 June 2020 introduces two (2) more offences, being:
   •Offering / Giving Gratification by commercial organisation (Corporate Liability) – Section 17A MACC Act.
   •Deemed Parallel Personal Liability for Senior Personnel (Personal Liability) – Section 17A (3) MACC Act.
   3.5It further mentions that the act of Bribery, Fraud, Abuse of Power & Money Laundering are all acts of Corruption.
   3.6Corruption may include “bribery” which is any offering, promising, giving, requesting agreeing to receive, accepting a gratification, or other advantages with the intention of inducing or rewarding someone to perform their job function or activity improperly. Form of bribery includes kickbacks, inflated commissions, expensive gifts, and political donations, excessive or inappropriate entertainment.
   3.7If any of the employee and/ or any person(s) associated with the Group is found to corruptly give or accept any of the above mentioned with the intention to obtain or retain business or an advantage in the conduct of business either individually or for the commercial organization, it shall be deemed as an offence and is punishable in accordance with the Malaysian Anti-Corruption Commission Act 2009 (Amendment 2018) 17S. (2) which may be liable to fines of not less than ten times the sum of value of the gratification which is the subject matter of the offence, where such gratification is capable of being valued or is of pecuniary nature, or one million ringgit whichever is the higher, or imprisonment for a term not exceeding twenty (20) years or both
   3.8This Policy prohibits all forms of bribery and corrupt practices, and makes no distinction between whether they are being made to persons in the public or private sectors.
   The directors, officer, employees and business partners of the Group must not directly or indirectly pay, offer or promise any gratification to any public official, party or their family members as an inducement for or reward for acting improperly. Furthermore, the officer, employees and business partner must not directly or indirectly pay, offer or promise any gratification to customers, Business Partners or any other party for the purpose of exerting influence, soliciting payment or other unfair or illegal preferential treatment. The directors, officer, employees and business partners of the Group will not suffer demotion, penalty or other adverse consequences in retaliation for refusing to pay or receive bribes or participate in other illicit behaviour..
   
   
4. GIFTS, HOSPITALITY AND ENTERTAINMENT
   4.1The directors, officer, employees and business partners of the Group shall not solicit or accept lavish gifts or gratuities or any offer, payment, promise to pay, or authorization to pay any money, or anything of value that could be interpreted to adversely affect business decisions or likely to compromise their personal or professional integrity.
   4.2No bribes, kickbacks or other corrupt payments in any form should be made to or for anyone for the purpose of obtaining or returning business or obtaining any other favours.
   4.3Occasional business gifts of modest value or entertainment maybe allowed but no gift or entertainment may be offered or given if it is deemed to be illegal or deemed to be inappropriate. Any forms of gifts of modest value or entertainment that is more than the value of RM100.00 must be declared transparently to respective Head of Department or management.
   4.4All parties are required to submit a declaration form if any forms of gifts or entertainment are given at the immediate receival of such gifts or entertainments.
   4.5Only World Group and all of its subsidiaries do not practice tipping and thus any directors, officer, employees and business partners of the Group shall not receive any forms of tips given by any parties.
   
   
5. FACILITATION PAYMENTS
   5.1Facilitation payments are a form small bribe payment made personally to an individual in control of a process or decision to secure or expedite the performance of a routine or administrative duty or function. In Malaysia, facilitation payment is seen as a form of corruption.
   5.2In any case, all persons whom are working for and with the Group must never pay, offer, solicit or receive any forms of facilitation payments under any circumstances. For any instances of facilitation payments or any form of bribes, the officer, employees and business partners of the Group are expected to immediately notify the higher authority within the Group as guided in the procedures set in the Whistle-blower Policy of the Group. All documents related must be shown immediately and to be kept properly.
   
   
6. POLITICAL CONTRIBUTIONS
   6.1In general, the Company does not make any political contribution of any sorts to support any political candidate, incumbent or party. The funds or resources of the Company must not be used under any circumstances be used to make any direct or indirect political contributions on behalf of the Company without any prior approval from the Board of Directors.
   
   
7. DONATIONS & SPONSORSHIPS
   Donations in the form of charity is permissible as a form of commitment by the Company to corporate social responsibility. However, any forms of donations and sponsorships must be carefully examined for legitimacy and not to be made to improperly influence a business outcome of the Group.
   Any forms of sponsorships and donations by the Group are expected to comply with a set of guidelines prior to any form of contributions are distributed, such as:
   a.All form of contributions within the jurisdiction of the applicable laws;
   b.Authorization has been received by internal and external parties.
   c.All contributions are to be given to legitimate entities with proper administration of the funds.
   d.Ensured that the contributions are not done as a means to directly influence or obtaining a significant advantage to the Group in its business processes.
   e.Not done as a means to cover up any form of bribery or corruption.
   f.Not done as a way to tarnish company reputation.
   
   
8. THIRD PARTIES
   8.1The Group ensures that proper due diligence processes are done in an effort to ensure that all third parties or business partners agree to adhere to the Company’s standard operating procedures/policies/guidelines before engaging formal agreements with the Group.
   
   
9. CONFLICT OF INTERESTS
   9.1All officer, employees and business partners of the Group should endeavour to avoid situation that present a potential or actual conflict between their interest and the interest of the Company.
   9.2Directors, officers and employees are required to disclose to the Board any situation that may be, or appear to be, a conflict of interest (“Conflicted Director, officers and employees”). Directors, officers and employees are, therefore, obliged to act in the best interest of the Group.
   9.3A “conflict of interest” may occur when:
   a.When a person’s private interest interferes in any way, with the interest of the Group; and/or
   b.When a director, officer, employee or his/her family member takes an action or has an interest that may make it difficult for that director, officer and employee to perform his/her work objectively and effectively;
   c.Director, officer and employee (or his or her family member) receives improper personal gains as a result of their position in the Group.
   9.4Directors, officers and employees are not to use information gained in the course of their duties for personal gains, to seek to use the opportunities they acquire in the course of their tenure as directors, officers and employees of the Company and/or its subsidiaries to promote their private interests or those of connected persons, firms, business or other entities.
   9.5Directors, officers and employees are not to use information gained in the course of their duties for personal gains, to seek to use the opportunities they acquire in the course of their tenure as Directors and Employees of the Company and/or its subsidiaries to promote their private interests or those of connected persons, firms, business or other entities.
   9.6In the event of a conflict of interest, potential or otherwise exists, the Conflicted Director, Officers and Employees should be absent from the meeting which the Board discusses the matter unless the Conflicted Director, Officers and Employees has been invited to be present in that meeting to clarify or assist in the discussion of the matter and not to vote on matter.
   9.7Directors, Officers and Employees shall declare any personal, professional or business interests that may be in conflict with their responsibilities.
   
   
10. WHISTLEBLOWING
    The Group encourages all its employees, business partners and customers to report any real and/or suspected bribery or corruption that has occurred.
    It is the policy of the Group to provide assurance that anyone who makes a report, complaint or disclosure would be protected against reprisals and/or retaliation from his/her colleagues, immediate superior, head of department/division or external parties. However this is subject that the report, complaint or disclosure is made in good faith, belief and without any malicious intent. (Details refer to the Group’s Whistleblower Policy).
    The Group has established a proper whistleblowing channel where any reports, complaints and disclosure can be made to whistleblower@owg.com.my or to the Chairman of the Audit Committee, Datuk Jory Leong by e-mail to joryleong@owg.com.my which is covered under the Group’s Whistleblowing Policy.
    
    
11. VIOLATION AND NON-COMPLIANCE OF POLICY
    11.1Any violation or non-compliance pertaining to this policy or any other standard operation procedures/policies/guidelines related to this policy are viewed seriously by the Group and is subject to serious disciplinary action (including the termination of employment) and criminal prosecution.
    11.2For Business Partners, non-compliance of this policy may lead to termination of contract, criminal prosecution and claim for damages.
    
    
12. MONITORING, REVIEW AND REVISION OF POLICY
    12.1The Group is committed in ensuring that this policy is a continuous effort in order to maintain the reputation and standards of the Group. Thus, the Group shall ensure that a review of this policy is done yearly to assess its effectiveness and ensure that it continues to remain relevant and appropriate, such reviews may take the form of an internal audit, or an audit carried out by an external party.
    12.2The Group reserves total rights to all amendments, deletions or changes to any terms and conditions or any part of this policy when necessary including the use of an additional form, should there be a need to develop one.
    12.3The AC shall review this Policy once in two (2) years or upon changes to the relevant rules and regulations, whichever is earlier and make the appropriate recommendation to the Board on any proposed amendments to the Policy. Periodic review would also be made to ensure the relevance and alignment with the Group’s needs and structure as well as material changes in the business and risk profile of Key Responsible Person.
    
    
13. EMPLOYEES COMMITMENT
    13.1This Policy is a public document which is shall be communicated to all directors, officers, employees and business partners of the Group and published in Only World Group Holding Berhad’s Corporate Website at www.owg.com.my, as such all directors, officers, employees and business partners are deemed to have read, understood and will abide by this Policy.
    13.2The Group shall ensure that adequate training on anti-bribery and anti-corruption shall be provided to the directors, officers, employees and business partners from time to time.
    13.3The directors, officers, employees and business partner are responsible for understanding and complying with the policy/policies. In particular, the employees should be familiar with applicable requirements and directives of the policy and communicate them with the subordinates.
    13.4The employees are required to sign the policy acknowledgement form and a copy of the acknowledgement form shall be kept by the Human Resource Department for the duration of employment.
    
    
14. CORRUPTION RISK ASSESSMENT
    14.1The Group shall ensure that a comprehensive risk assessment of the Group’s exposure in relations to bribery and corruption risk shall be carried out at least once every 3 years with intermittent assessments conducted when necessary.
    14.2The risks assessments shall include all forms of financial and non-financial such as separation of duties and approving powers or multiple signatories for transactions.
    
    
15. RECORD SAFEKEEPING
    15.1All records should be in proper filing to be maintained with accuracy and completeness for all payments made to third parties in the ordinary course of business which is proven as evidence that such payments not linked to corrupt and/or unethical manner.
    15.2Employees must declare all gifts, hospitality or entertainment to respective head of department for recording purposes. All expenses claim from employees incurred to third parties should be approved by Head of Department and specifically recorded the reason for such expenses.

RISK MANAGEMENT FRAMEWORK

1. POLICY AND OBJECTIVE  Only World Group Holdings Berhad (“the Company”)’s risk management process is designed to achieve the following policy and objectives: - 1.1 Risk Management Policy The Company shall establish and implement an effective Risk Management Framework to understand the Company’s profile and manage risks to and acceptable level. The Company shall endeavour to identify all risk associated with its business operations and also analyse in sufficient detail, report the risk timely and adopt appropriate measures to manage these risks effectively to acceptable levels. Each Division/ Business Unit of the Company shall understand and implement this policy and procedures of Risk Management. 1.2 Key Objective for risk management (a) Supports the fulfilment of the Group’s strategic objectives. (b) Optimise business opportunities and the returns to the Group, protect the stakeholder’s interests including shareholders, customers and staff within acceptable level of risks. (c) Promote and embrace education and Risk Assurance Culture. (d) Improve customer service whilst at the same time minimise risk exposure. (e) Safeguard the Group’s Assets and maintain its reputation and brand values. (f) Identify and assess operational risks and other related business risks in order to improve the Group’s operating performance without compromising effectiveness of internal control procedures. (g) Compliance to the Group policies, regulations and statutory requirements including timely reporting of performance. 1.3 Risk Management Guiding Principles The Company has the following specific risk management guiding principles to achieve the aforementioned policy and objectives: -

1.3.1 Operations (a) Implement effective internal control procedures which to be reviewed periodically by the senior management team for continuous improvements. (b) Compliance with the approving limit, policies and procedures of the Group. (c) Compliance with all regulations, legislation and by-laws. (d) Critical major assets of the Group must be adequately insured and maintained. (e) Develop and foster a strong safety and health culture. (f) The Group must have a cost-effective business recovery program covering primarily data loss and service availability. (g) Procedures to ensure effective customer service, complaint management, and accuracy and timeliness of billing. 1.3.2 Information and technology The Group must have an effective and efficient network security systems which must be continuously monitored to safeguard Group’s data and records. 1.3.3 Financial and Accounting (a) Ensure compliance to the relevant accounting standards and policy. (b) Adopt prudent and sound accounting and financial policies. (c) Ensure full and no omission of records and timely recording of financial records 1.3.4 Human Resources Development (a) Have in place a succession programme for all key management personnel. (b) All employees should be adequately trained, qualified and competent in their respective fields. (c) Motivate, reward and retain high performance staffs. 1.3.5 Business Development Business planning tools and processes in place to forecast and implement demand requirements. 2. EXTENT AND CATEGORY OF RISK In determining whether a risk is acceptable to the Group, the Board of Directors, the Managing Directors and Group Chief Executive Officer are required to ascertain the levels of risk appetite of the company. Risk appetite refers to the risk tolerance vis-à-vis the returns, or simply the extent of risk that a company can take or tolerate in relation to the potential gains or advantage for a specified condition. In computing the risk appetite, the industry’s risk appetite, the expected return on investment, return on capital employed, the pay-back period for projects or any other means can be taken into consideration. The aggregated risk capacity of the Division/ Business Units will determine by the Group’s risk capacity. Hence, the risk capacity of each Division/ Business Unit is in line with the overall Group’s risk capacity. 2.1 Extent and category of risk (on a single occurrence) The extent and category of risk, where practical and possible, should be determined by taking into consideration various factors such as the nature of the Group’s and the Company’s principal activities, the industry norm and risk appetite. However, the magnitude of the extent of risk in safety and human resources risks are not quantifiable. 

3. THE GROUP CHIEF EXECUTIVE OFFICER AND GROUP CHIEF OPERATING OFFICER The Group Chief Executive Officer (“GCEO”) and Group Chief Operating Officer (“GCOO”) review the entire risk management framework, processes and procedures that are developed. GCEO and GCOO provide regular feedback and advice to the Audit Committee and Board of Directors. The management is responsible for the implementation of Board policies on risk and control. In fulfilling its responsibilities the GCEO, GCOO and the management should, within the business and operating processes of all functions, identify and evaluate the risk faced by the Group for consideration by the Board and design, operate and monitor a suitable system of internal controls which implements the policies adopted by the Board. 4. FRAMEWORK OF THE RISK MANAGEMENT PROCESS A structured framework approach to risk management that incorporates all the steps that need to be considered is therefore developed. These steps are below and depicted in Figure A. Appropriate tools and techniques should be continuously implemented in order to effectively manage the risk. 4.1 Risk Identification Risk identification is continuous and depends on effective communication within the Group and the Company. Differences in operations and conditions give rise to differing risks. Some risks are obvious whereas many can be overlooked. A variety of risk identification tools including questionnaires, checklists and procedures guides are designed to assist in risk identification. In order to identify the significant risks facing by the Group and the Company, a systematic approach to risk identification is set out below. 4.1.1 Identify the internal and external environments The Group’s business processes incorporate risk identification. For example: (a) The business planning process incorporates the risk policy and objectives. (b) The purchasing process incorporates the identification of cost overrun, quality of product and ability to deliver on time. The risk identification starts with gain knowledge of the inter-relationships from the Group’s business processes, tasks, activities and culture of the Group.

The risk identification techniques include: (a) Review of the Business Plan (yearly business plan, strategies and divisions). (b) Analysis of the mission and objective of the Company and the Group. (c) Analysis of the strategies to achieve the objectives. (d) Strengths, weaknesses, opportunities and threats (“SWOT”) analysis (e) Analysis of financial statement. i. Analysis of the core business process when there is a new or change in the existing business process. ii. Review of the Group chart and the reporting structure when there is a reorganization/ restructuring or change in senior management. iii. Review of existing corporate policies. Another source of risk is a change in the external environment. Changes in these circumstances are uncontrollable by the Group but all have the potential to produce a loss to the Group. 4.1.2 Recognise risk areas Please refer to Appendix A for the Group and the Company risks. 4.1.3 Types of risks (a) Inherent risk Inherent risk is risk that relate to the nature of business and which are generally outside the control of the Management. (b) Control risk Control risk is risk that a material errors occur and cannot be prevented or detected by the internal control system on a timely basis

4.2 Risk Assessment and Measurement 4.2.1 Risk assessment Each risk identified is measure for: (a) Likelihood The expected frequency of the risk occurs in current internal control system.  (b) Impact The expected level of impact of the risk in current internal control system. 

(c) Risk assessment matrix The table to allocate risk ratings for two intersecting factors, likelihood and impact.  4.3 Risk evaluation Risk evaluation is evaluating the level of risk found in risk assessment matrix. The higher the risk, the more of a priority controlling that risk should be.

4.4 Risk Management The Risk Management is a decision-making process how each risk is to be managed. The available resources and size of the potential loss have to consider before decision made. Risk management include: (a) Accept Allow minor risk to exist to avoid spending more on managing the risks than the potential harm. The risks accepted are those that will lead to relatively small certain losses. (b) Avoid Avoidance takes place when decisions are made to prevent a risk from even coming into existence. Avoidance used when the risk cannot be reduced or transferred. It will result the Group and the Company not being able to achieve their primary objectives. (c) Transfer Risk may be transferred or distributed to another party who is more willing to bear the risk. Some techniques or risk transfer are the process of hedging, insurance, subcontracting of certain activities or some other contractual arrangements. Risk sharing is also a special case of risk transfer and an example of risk sharing is pooling of interest. (d) Mitigation The risk is reduced by reducing the consequence of risk or reducing the likelihood of the risk occurring.

4.5 Risk Monitoring (a) Review The contribution of risk management to the business performance should be reviewed regularly to keep track of the risks identified and the effectiveness of the risk responses which are implemented by the Company and the Group. Monitoring can help to ascertain whether proper policies were followed, whether new risks can now be identified or whether previous assumptions to do with these risks are still valid. (b) An evolving process Operational risk management is not a static process. Having identified the risk in the business activities, the Group need to monitor these risks on an ongoing basis and in a consistent manner. Further the control framework should be enhanced over time. (c) Environmental Consideration has to be given whether there are any trends or current factors relevant to the Group’s activities, markets or any external environment that have changed or are expected to change the risk faced by the Group. (d) Reduce consequence In area where risk management is found to be weak, immediate action plans to address the weaknesses should be taken

5. COMMUNICATION The whole process of risk management must be communicated to all employees within the Group. The Management responsible for strategic and operational decisions must be aware and apply the risk management process continuously. An efficient feedback mechanism should also be in place. Training in risk management should be given to all relevant employees to enhance greater understanding and facilitate informed decision making.

BOARD CHARTER

The Board of Directors (“Board”) of Only World Group Holdings Berhad (“OWG” or  the “Company”) recognizes that good corporate governance practices and culture are the keys to the Only World Group Holdings Berhad’s success, sustainability and survival in the ever changing social, economic and political eco-systems in the business environment locally and globally. The Board is, therefore, wholly committed to applying the principles necessary to ensure good corporate governance is practiced throughout OWG in all its business dealings in respect of its shareholders and other stakeholders.

This Charter sets out the key corporate governance principles adopted by the Board of the Company.

2. PURPOSE

The Board Charter of ONLY WORLD GROUP HOLDINGS BERHAD sets out the composition, roles and responsibilities of the Board.

3. BOARD STRUCTURE

3.1 Composition and Board Balance

- The Board consists of qualified individuals with diverse set of skills, experiences and knowledge that are necessary and relevant to the Group’s business operations. The composition and size of the Board is such that it facilities the decision making of the Company.

- There is a clear segregation of responsibilities between the Chairman and the Chief Executive Officer to ensure a balance of power and authority.

- The number of directors shall be not less than two (2) nor more than fifteen (15) as set out in the Company’s Articles of Association.

- Profiles of Board members are included in the Annual Report of the Company.

- In accordance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company must ensure that at least two (2) directors or 1/3 of the board of directors of the Company, whichever is the higher, are independent directors. If the number of directors of the Company is not three (3) or a multiple of three (3), then the number nearest 1/3 must be used. In the event of any vacancy in the board of directors, resulting in non-compliance, the Company must fill the vacancy within three (3) months.

- An Independent Director is one who is independent from management, free from any relationship or any transaction, which may interfere with their independent judgment or the ability to act in the best interest of the Company and are willing to express his/her opinion at the Board Meeting free of concern about their position or position of any third party.

3.2 Appointments

- New Directors are expected to have such expertise so as to qualify them to make a positive contribution to the Board performance of its duties and to give sufficient time and attention to the affairs of the Company.

- The appointment of a new Director is a matter for consideration and decision by the full Board upon appropriate recommendation from the Nominating Committee.

- In the case of candidates for the position of Independent Non-Executive Directors, the Nomination Committee should also evaluate the candidates’ ability to discharge such responsibilities/functions as expected from Independent Non-Executive Directors.

- The Company Secretary has the responsibility of ensuring that relevant procedures relating to the appointments of new Directors are properly executed.

3.3 Re-election

- All newly appointed directors shall retire and shall be eligible to be re-elected by the shareholders at the Company’s annual general meeting.

- Pursuant to the Company’s Articles of Association, an election of directors takes place subsequent to their appointment each year where 1/3 of the directors or if their number is not 3 or a multiple of 3, then the number nearest to 1/3, shall retire by rotation from office and shall be eligible for re-election at each annual general meeting and that each director shall retire from office at least once in every 3 years and shall be eligible for re-election.

- The directors to retire in each year shall be those who have been longest in office since their last election, but as between persons who became directors on the same day those to retire (unless they otherwise agree among themselves) be determined by lot.

3.4 Tenure of Independent Director

- The tenure of the independent directors shall not exceed a cumulative term of nine (9) years. Upon completion of the nine (9) years, an independent director may continue, to serve on the Board subject to the directors’ re-designation as a non-independent director. In the event the Board intends to retain the Independent Director as an Independent Director after serving a cumulative term of nine (9) years, shareholders’ approval will be sought.

- The Board (Nomination Committee) assesses the independence of the Directors annually.

3.5 Independence Criteria

In determining/assessing the “independence” of its Directors, the Company also adopts the independence criteria of the Main Market Listing Requirements which states that an Independent Director:

- is not an executive Director of the Company or any related corporation (“Said Corporation”);

- has not been within 2 years and is not an officer (except as a non-executive director) of the Said Corporation;

- is not a major shareholder of the Said Corporation;

- is not a family member of any executive director, officer or major shareholder of the Said Corporation;

- is not acting as a nominee or representative of any executive director or major shareholder;

- has not been engaged as a professional adviser or is not presently a partner, director (except as an independent director) or a major shareholder, as the case may be, of a firm or corporation (“Entity”)  which provides professional services to the Said Corporation (provided that the consideration for the professional advisory services in aggregate is  not more than 5% of the gross revenue on a consolidated basis (where applicable) of the said Director or Entity  or RM1 million, whichever is higher – Practice Note 13 of the Main Market Listing Requirements); and

- has not engaged in any transactions or is not presently a partner, Director of major shareholder as the case may be, of the Entity (other than subsidiaries of the Company) which has been engaged in any transactions (provided that the consideration for the transaction in aggregate is not more than 5% of the gross revenue on a consolidated basis (where applicable) of the Said Director or Entity  or RM1 million, whichever is higher – Practice Note 13 of the Main Market Listing Requirements)

3.6 Performance Assessment

- The Board reviews and evaluates its own performance and the performance of its Committees on an annual basis against both measurable and qualitative indicators.

4. COMPANY SECRETARY

- The Board appoints the Company Secretary, who plays an important advisory role, and ensure that the Company Secretary fulfils the functions for which he/she has been appointed.

- The Company Secretary provides guidance to the Board on matters pertaining to the Board’s responsibilities in order to ensure that they are effectively discharged within relevant legal and regulatory requirements.

- The appointment and removal of the Company Secretary is a matter for the Board as a whole. The Board recognizes the fact that the Company Secretary should be suitably qualified and capable of carrying out the duties required.

- The Company Secretary must keep abreast of, and inform, the Board of current governance practices.

5. BOARD COMMITTEES

- The Board has delegated certain functions to certain Committees with each operating within its clearly defined terms of reference. The Chairman of the various Committees will report to the Board on the outcome of the Committee meetings.

- The Board has established the following Committees to assist the Board in the execution of its duties:

(i)  Audit Committee (ii) Remuneration Committee (iii) Nominating Committee

- The roles and responsibilities of Audit, Remuneration and Nominating Committees are set out in the terms and reference of each Committee.

- The Chairman of the relevant Board Committees will report to the Board on the key issues deliberated by the Board Committees at the Board meetings.

6. DIRECTORS’ REMUNERATION

- Directors’ remuneration is generally determined at levels which would continue to attract and retain Directors of such calibre to provide the necessary skills and experience as required and commensurate with the responsibilities for the effective management and operations of the Group.

- The level of remuneration of the Chief Executive Officer and Executive Directors are determined by the Remuneration Committee after giving due consideration to the compensations levels for comparable positions among other similar Malaysia public listed companies and are so as to link short and long-term rewards to corporate and individual performance.

- The level for Non-Executive Directors shall reflect the contribution and level of responsibilities undertaken by the particular Non-Executive Director.

- The fees of the individual Board members of the Company are disclosed in the Annual Report.

7. ROLES AND RESPONSIBILITIES OF THE BOARD

- The Directors are responsible for managing the business of the Company and may exercise all the powers of the Company which are required, by the provisions of the Companies Act, 1965, Articles of Association and Listing Requirements of Bursa Malaysia Securities Berhad as well as other applicable laws and regulations.

- In discharging his/her duties, each Director must:

(i) exercise care and diligence;

(ii) act in good faith in the best interests of the Company;

(iii) not improperly use his/her position or misuse information of the Company; and

(iv) commit the time necessary to discharge effectively his/her role as a Director.

7.1 Role of Board

The functions of the Board are to:

- Establish the organization’s values, vision, mission and strategies.

- Provide guidance to Senior Management in developing corporate strategy.

- Reviewing and set the Group’s strategic plan and direction.

- Review and agree the business (action) plans and annual budget proposed by the Executive management team.

- Monitor the achievement of the strategic and business plans and annual budget.

- Promote better investors relations and shareholder communications.

- Ensure that the Group’s core values, vision and mission and shareholders’ interest are met.

- Establish such committees, policies and procedures as appropriate, compliance obligation and functions are effectively discharged.

- Arrange for directors to attend courses, seminars and participate in development programs as the Board judges appropriate.

- Ensure that all significant systems and procedures are in place for the organization to run effectively, efficiently, and meet all legal and contractual requirements.

- Ensure that all significant risks are adequately considered and accounted for by the Executive management team.

- Ensure that organization has appropriate corporate governance in place including standards of ethical behaviour and promoting a culture of corporate responsibility.

- Approving specific items of capital expenditure and investments, acquisitions and dis-investments and any significant initiatives or opportunities that arise outside the annual planning and budgeting process.

- Approving and monitoring major projects including corporate restructuring/re-organization.

- Overseeing the conduct and performance of the Company and subsidiaries to ensure that they are being properly and appropriately managed.

- Appointing directors to the Board.

- Approving the quarterly, full-year financial statements and annual report.

- Recommending the interim and final dividends to shareholders, where applicable.

- Reviewing and monitoring all related party transactions to identify whether consideration should be given to seeking shareholders’ approval.

7.2 Role of Chairman, Chief Executive Officer and Independent Non-Executive Director

- The roles of the Chairman, Chief Executive Officer and Independent Non-Executive Director are strictly separated.

- The Chairman is responsible for:

(i) leading the Board in setting the values and standard of the Company. (ii) overseeing the effective discharge of the Board’s supervisory role. (iii) facilitating the effective contribution of all directors. (iv) conducting the Board’s function and meetings. (v) briefing all the directors in relation to issues arising at meetings. (vi) ensuring effective communication with shareholders and relevant stakeholders.

(vii) scheduling regular and effective evaluations of the Board’s performance. (viii) ensuring the provision of accurate, timely and clear information to Directors. (ix) promoting constructive and respectful relations between Board members and between the Board and the Management.

- The Chief Executive Officer is responsible for:

(i) the implementation of strategic business direction, plans and policies of the Group. (ii) the efficient and effective operation of the Group. (iii) the running of day-to-day management of the Group with all powers, discretions and delegations authorised, from time to time, by the Board. (iv) to assess business opportunities which are potential benefit to the Group. (v) bringing material matters to the attention of the Board in an accurate and timely manner.

- The Independent Non-Executive Director:

(i) Ensures that all Independent Non-Executive Directors have an opportunity to provide input on the agenda, and advise the Chairman on the quality, quantity and timeliness of information submitted by Management that is necessary or appropriate for the Independent Non-Executive Directors to perform their duties effectively. (ii) whom concerns relating to Company by shareholders may be addressed.

7.3 Compliance with laws and internal codes of conduct

- The Directors must comply with all relevant requirements of law, including those set out in the Companies Act, 1965 and relevant common law duties.

- In addition, all directors must comply with the Code of Ethic and Conduct developed and approved by the Board from time to time.

7.4 Declaration of Interests

- Every director shall declare in writing to the Secretary of the Board of Directors the nature and extent of any relationship, arrangement, contract or agreement which creates a duty to or interest in any other entity or individual which may result in a conflict of interest, real or perceived.

- A director who has an interest, direct and/or indirect, in any matter, business, or transaction (“Matter”) before the Board of Directors in respect of which the Board will be rendering a decision shall provide written disclosure of the nature and extent of his or her interest to the Secretary of the Board.

- A director who is interested in a Matter shall not be present at or participate in any discussion or vote on the decision regarding that Matter. The disclosure of the director shall be recorded in, or annexed to, the minutes of the meeting at which such disclosure was made.

7.5 Financial Reporting

The Board ensures that the financial statements are prepared to give a true and fair view of the current financial position of the Group and of the Company in accordance with the approved accounting standards.

8. BOARD PROCESSES

8.1 Board Meetings

Meetings will be conducted at least four (4) times a year, with additional meetings convened as and when necessary.

A quorum for a meeting of the Board is two (2) directors.

Actions on all matters arising from any meeting are reported at the following meeting.

- The Board may invite external parties such as auditors (both internal and/or external auditors), solicitors or consultants as and when the need arises. Such invited parties may attend part or all of the Board Meeting at the discretion of the Board.

8.2 Minutes and Resolutions

- Proceedings of all meetings are minuted and signed by the Chairman of the meeting. Minutes of all Board meetings are circulated to the directors and approved by the Board at the subsequent meeting. Directors’ Circular Resolutions signed by the directors are as valid and effectual as if the resolutions had been passed at the meeting of the directors. The resolutions are to be recorded in the Company’s minute book kept by the Company Secretary.

8.3 Notices and Board Papers

- The notice of Board meetings shall be issued at least seven (7) days prior to the meeting.

- The Board paper and agenda items shall be circulated at least seven (7) days prior to the meeting.

- Minutes prepared following the Board meeting will be circulated in draft form. The draft minutes will be re-circulated with the Board papers in readiness for signing at the following meeting. Issues discussed in arriving at each Board’s decision shall be recorded.

8.4 Access to Information

- The Directors, collectively or individually may seek the advice and services of the Company Secretary and Senior Management staff in the Group and may obtain independent professional advice at the Company’s expense in the furtherance of their duties so as to ensure that the Directors able to make independent and informed decision.

8.5 Matters Reserved for OWG Board

Below is a list of matters reserved for OWG and its Board Committees.

The list is not exhaustive and when in doubt regarding a matter/issue, it shall be referred to the Chief Executive Officer.

STRATEGY AND BUSINESS PLANING

- Approval of business strategy and group operational plan and annual budget.

- Approval of investment or divestment in a company/business/property/undertaking.

- Approval of investment or divestment of a capital project which represents a significant diversification from the existing business activities.

- Approval of changes in major activities of the Company or Group.

FINANCE AND CONTROLS

- Quarterly unaudited results, audited financial statements or any audited financial statements for special purpose.

- Interim dividend and recommendation of final dividend .

- Approval of any significant change in accounting policies and practices of the Group.

- Remuneration of auditors and recommendations for appointment, re-appointment or removal of auditors.

- Reports and findings of the external auditors.

- Proposed increase/decrease in authorised and paid-up capital including share buy back capitalization of reserves and corporate restructuring.

- Inter-company shareholder advances and loans.

- Corporate/financial guarantee and letter of comfort/support.

- Debt, loan agreements and working capital facilities.

- Financial Instruments and derivatives.

- Related party sale of assets between OWG and its subsidiaries.

- Write-off of intercompany transactions.

- Schedule of Recurrent Related Party Transactions.

PEOPLE

- Succession plan.

- Company-wide Human Resource policy on terms and conditions of employment and benefits.

- Annual salary increment budget and performance bonus budget.

- Misconduct and disciplinary matters.

- Long term employment incentives.

COMPLIANCE AND SUPPORT

- The granting of powers of attorney by the Company .

- The entering into of any indemnities or guarantees.

- Changes to Memorandum and Articles of Association.

- Any others matters requiring the convening of a general meeting of shareholders or any class of shareholders.

- Any other matters as may be required by laws or the governing authorities.

9. DIRECTORS’ TRAINING

- The Directors are regularly updated by the Company Secretary and/or Management on new statutory, corporate and regulatory developments relating to Directors’ duties and responsibilities or the discharge of their duties as Directors of the Company.

- Directors are expected to undertake any necessary continuing professional education to enable them to discharge their duties.

 10. The Board’s Relationship with Shareholders and Investors

- The Board will maintain an effective communications policy that enables both the Board and Management to communicate effectively with shareholders, investors and the general public.

- The Board will ensure that the General Meetings of the Company are conducted in an efficient manner and serve as a principal forum for dialogue with the shareholders.

11. REVIEW OF BOARD CHARTER

- The Board will review this Charter from time to time to ensure it remains consistent with its objectives and responsibilities and existing regulatory requirements.

PURPOSE

1. The Board of Directors of ONLY WORLD GROUP HOLDINGS BERHAD (“the Company”) has adopted the following Code of Ethics and Conduct (hereinafter referred to as “the Code”) for Directors and Employees.
2. It is the intention of the Code for the Board, Director and Employees to direct their attention to the areas of ethical risk, provide guidance to Directors and Employees to assist them to identify and handle ethical issues, provide procedures to report unethical practices, and encourage the development of a culture of honesty, trust, responsibility and accountability. The Code reflects the Company’s commitment to integrity, transparency, accountability and self-regulation.
3. The Code cannot and do not cover every issue that may arise or every situation where ethical decision must be made, but rather set forth key guiding principles and policies. Directors and Employees are encouraged to highlight and discuss matters of particular circumstances that may affect the Company’s reputation or image in a negative manner arising from the ordinary course of business to the attention of the Senior Independent Director and/or to the Board or any related party transaction or conflict of interest situation that may arise within the Company and the Group including transactions the Group including transactions, procedure or course of conduct that raises question or doubt of management integrity.

Code of Ethics

Each Board member shall adhere to the following Code of Ethics:

1. Observe high standards of corporate governance and uphold accountability and transparency at all times;
2. Act honestly, fairly, ethically, with integrity and loyalty and conduct themselves in a professional, courteous and respectful manner;
3. Act in the best interests of the Company and the Group in a manner to enhance and maintain the reputation of the Company, and fulfil their fiduciary duties to the Company and the stakeholders of the Company;
4. Act in good faith, with responsibility, due care, competence, diligence and independence;
5. Shall not accept positions on Board Committees or working group where a conflict of interest is likely to arise, without firstly declaring that interest.
6. Declaring any personal, professional or business interests that may conflict with the Director’s responsibilities.
7. Treat colleagues and other associates of the Company with dignity and shall not harass any of them in any manner regardless of creed, race, religion, rank or gender.
8. Exercise due diligence to avoid breaches of duty via negligence, intentional action or omission, and unauthorized communications with individuals trying to influence by improper means or seeking to receive personal gains through Board decisions.

STANDARDS OF CONDUCT

Conflicts of Interest

1. All Directors and Employees should endeavour to avoid situation that present a potential or actual conflict between their interest and the interest of the Company. Directors and Employees are required to disclose to the Board any situation that may be, or appear to be, a conflict of interest (“Conflicted Director”). Directors and Employees are, therefore, obliged to act in the best interest of the Company.
2. A “conflict of interest” may occur when : i) When a person’s private interest interferes in any way, with the interest of the Company; or ii) When a Director, Employees or his/her family member takes an action or has an interest that may make it difficult for that Director and Employees to perform his/her work objectively and effectively; iii) Employees (or his or her family member) receives improper personal gains as a result of the director’s position in the Company.
3. Directors and Employees are not to use information gained in the course of their duties for personal gains, to seek to use the opportunities they acquire in the course of their tenure as Directors and Employees of the Company and/or its subsidiaries to promote their private interests or those of connected persons, firms, business or other entities.
4. If a conflict of interest, potential or otherwise exists, it is required that the Conflicted Director and Employees should be absent from the meeting which the Board discusses the matter unless the Conflicted Director and Employees has been invited to be present in that meeting to clarify or assist in the discussion of the matter and not to vote on matter.
5. Directors and Employees shall declare any personal, professional or business interests that may be in conflict with their responsibilities.

Corporate Opportunities

The Directors and Employees should not:

1. Take for themselves personally opportunities that are discovered through the use of Company property, information or position;
2. Use Company property, information, or position for personal gain; or (c) compete with the Company for business. The Directors and Employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

Confidentiality

The Directors and Employees should maintain the confidentiality of information entrusted to them by the Company or its customers or other parties, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed.

The Company respects and is diligent in protecting the privacy of information relating to its employees, customers and consumers.

Fair Practices

The Directors and Employees should carry out fair practices in dealing with the Company’s customers, suppliers, competitors, employees and other stakeholders. No Directors and Employees should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing. The Company will not accept or use anyone’s else propriety information that is improperly obtained, and will not copy or otherwise misappropriate others’ copyrighted materials.

Protection and Proper Use of Company Assets

The Directors and Employees as custodian of the Company should protect the Company’s assets against loss, theft or other misuse and ensure their efficient use. All of the Company’s assets should be used for legitimate business purposes.

Compliance with Laws, Rules and Regulations (including Insider Trading)

The Directors and Employees should proactively promote, carry out their responsibilities in compliance with all laws, rules and regulations, including insider trading laws. They are expected to understand and comply with Anti-Money Laundering and Anti-Terrorism Financing Act 2001, Malaysian Anti-Corruption Commission Act 2009, Personal Data Protection Act 2010 and Competition Act 2010.

Insider trading is both unethical and illegal. The Directors, Principal Officer, senior management personnel and employees are at all times prohibited from trading in the Company’s securities while they are aware of material, non-public information concerning the Company or providing family members, friends, business associates or other person with tips. The Directors, Principal Officers and senior management personnel and employees expected to inform persons connected to them to refrain from dealing in securities of the Company during the Company’s closed periods provided that he/she complies with the procedures set out in the Listing Requirements.

The Directors and Employees shall not engage with any improper communications or agreement with competitors.

Gifts

The Directors and Employees shall not solicit or accept lavish gifts or gratuities or any offer, payment, promise to pay, or authorization to pay any money, or anything of value that could be interpreted to adversely affect business decisions or likely to compromise their personal or professional integrity.

No bribes, kickbacks or other corrupt payments in any form should be made to or for anyone for the purpose of obtaining or returning business or obtaining any other favours.

Occasional business gifts of modest value and entertainment may be allowed, but no gift or entertainment   may be offered or given if it is deemed to be illegal or deemed to be inappropriate.

Review of the Code

The Code is made available for reference in the Company’s website at www.owg.com.my

The Independent Directors help to ensure that the interest of all shareholders and not only the interests of a particular fraction or group, are indeed taken into account by the Board and that the relevant issues are subjected to objective and impartial consideration by the Board.

The Board promotes and embraces diversity and gender mix in its composition and believes that the presence of diverse ethnicities, nationalities and gender on the Board can widen the Board’s perspectives in effectively discharging its duties and responsibilities. While promoting diversity, due recognition to the financial, technical, experience and skill-sets of the Director’s concern and business imperative should remain a priority. In line with the Corporate Governance Blueprint 2011 to ensure that women participation on Boards reaches 30% by year 2016, despite not setting any specific target for OWG, the Board will actively work towards meeting this target.

The Board has an Independent Non-Executive Director to whom shareholders’ concerns can be conveyed

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