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 (“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 constitutes 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.
2.2 The Policy covers the following allegations of misconduct, wrongdoing or improper conduct or abuse: (continued)
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 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 deemed 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, COO and/or CEO 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, Datuk Jory Leong by e-mail to joryleong@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 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. 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 of 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);
   3.8 This 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
   4.1 The 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.
   4.2 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.
   4.3 Occasional business gifts or festive 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 and any amount of tipping received must be declared transparently to respective Head of Department or management.
   4.4 All parties are required to submit a declaration form if any forms of gifts , tipping or entertainment are given at the immediate receival of such gifts, tipping or entertainments.
   4.5 OWGH 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
   5.1 Facilitation 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.
   5.2 In 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
   6.1 In 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.
   7. DONATIONS & SPONSORSHIPS (Continued)
   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
   8.1 The 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 Group’s standard operating procedures/policies/guidelines before engaging formal agreements with the Group.
   9 CONFLICT OF INTERESTS
   9.1 All 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 Group.
   9.2 Directors, 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 CONFLICT OF INTERESTS (Continued)
   9.3 A “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.
   9.4 Directors, 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.
   9.5 Directors, 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.
   9.6 In 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 have been invited to be present in that meeting to clarify or assist in the discussion of the matter and not to vote on matter.
   9.7 Directors, 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 Whistleblower Policy.
   11. VIOLATION AND NON-COMPLIANCE OF POLICY
   11.1 Any 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.
   11.2 For 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
   12.1 The 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 every 2 years 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.MONITORING, REVIEW AND REVISION OF POLICY (Continued)
   12.2 The 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.
   12.3 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.
   13.EMPLOYEES COMMITMENT
   13.1 This Policy is a public document which is shall be communicated to all directors, officers, employees and business partners of the Group and published in OWGH’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.
   13.2 The 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.
   13.3 The 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.
   13.4 The 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
   14.1 The 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.
   14.2 The 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
   15.1 All 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.
   15.2 Employees 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

1. INTRODUCTION
The Board of Directors (“Board”) of Only World Group Holdings Berhad (“OWG” or “Company”) recognizes that good corporate governance practices and culture are the keys to OWG’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 nine (9) as set out in the Company’s Constitution.
- 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 (“Listing Requirements”), the Company must ensure that at least two (2) Directors or 1/3 of the Board 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, 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.
- 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 Nominating 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 Constitution, 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 Board (Nominating Committee) assesses the independence of the Directors annually.
- The tenure of the Independent Directors shall not exceed a cumulative term of twelve (12) years, subject to the assessment of the Nominating Committee and valid justifications.Upon completion of the twelve (12) years, the said independent Director if continue to serve on the Board, shall be redesignated to non-independent Director.
3.5 Independence Criteria
In determining/assessing the “independence” of its Directors, the Company also adopts the independence criteria of the 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 3 years and is not an officer (except as a director who has served as an independent director in any or more of the Said Corporation for a cumulative period of less than 12 years);
- 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 of the Said Corporation;
- has not been engaged as an adviser or is not presently a partner, director (except as an independent director) or major shareholder, as the case may be, of a firm or corporation (“Entity”) which provides professional services to the Said Corporation within the last 3 years and the consideration for the professional advisory services to the Said Corporation in aggregate is not more than 5% of the gross revenue on a consolidated basis (where applicable) of the said Director or the Entity or RM1 million, whichever is higher – Practice Note 13 of the Listing Requirements);
- has not engaged in any transaction or is not presently a partner, director of major shareholder as the case may be, of a firm or corporation (other than subsidiaries of OWG) which has engaged in any transaction with the Said Corporation within the last 3 years and 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 the Entity or RM1 million, whichever is higher – Practice Note 13 of the Listing Requirements); and
- has not served as an Independent Director in any one or more of the Said Corporation for a cumulative period of more than 12 years form the date of his first appointment as an Independent Director.
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 compensation 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 2016, Company’s Constitution and Listing Requirements 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.
- 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 Senior Management team / Head of Department.
- 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.
- Reviewing and deciding on payment of dividend.
- 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) assessment of 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 is responsible for:
(i) ensuring 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) acting as contact point for 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 2016 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 shall provide written disclosure of the nature and extent of any conflict of interest or potential conflict of interest, including interest in any competing business, that the Directors has with OWG or its subsidiaries (“Matter”).
- The Matter shall be reviewed by the Audit Committee, the measures taken to resolve, eliminate or to mitigate the conflict of interest before the Board rendering a decision.
- 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 that 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.
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 transacted at 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 Board. 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 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, which is not exhaustive and when in doubt regarding a matter/issue, it shall be referred to the Chief Executive Officer.
Strategy and Business Planning
- 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.
- Declaration and payment of 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 issued capital including share buyback, capitalization of reserves and corporate restructuring.
- 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.
- 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 Constitution.
- Any other matter 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 (“Company”) has adopted the following Code of Ethics and Conduct for Directors and Employees (hereinafter referred to as “Code”).
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:
- Observe high standards of corporate governance and uphold accountability and transparency at all times;
- Act honestly, fairly, ethically, with integrity and loyalty and conduct themselves in a professional, courteous and respectful manner;
- 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;
- Act in good faith, with responsibility, due care, competence, diligence and independence;
- Shall not accept positions on Board Committees or working group where a conflict of interest is likely to arise, without firstly declaring that interest.
- Declaring any personal, professional or business interests that may conflict with the Director’s responsibilities.
- 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; and
- 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
i) All Directors and Key Senior Management should endeavour to avoid situation that present a potential or actual conflict between their interest and the interest of the Company. Directors and Key Senior Management are required to disclose to the Board any situation that may be, or appear to be, a conflict of interest (“Conflicted Director”). Directors and Key Senior Management are, therefore, obliged to act in the best interest of the Company.
ii) A “conflict of interest” may occur:
- When a person’s private interest interferes in any way, with the interest of the Company; or
- When a Director, Key Senior Management or his/her family member takes an action or has an interest that may make it difficult for that Director and Key Senior Management to perform his/her work objectively and effectively; or
- When a Director and Key Senior Management (or his or her family member) receives improper personal gains as a result of the director’s position in the Company.
iii) Directors and Key Senior Management 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 Key Senior Management of the Company and/or its subsidiaries to promote their private interests or those of connected persons, firms, business or other entities.
iv) If a conflict of interest, potential or otherwise exists, it is required that the Conflicted Director and Key Senior Management 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
v) Directors and Key Senior Management shall declare any personal, professional or business interests that may be in conflict with their responsibilities.
Corporate Opportunities
The Directors and Key Senior Management should not:
(a) take for themselves personally opportunities that are discovered through the use of Company property, information or position;
(b) use Company property, information, or position for personal gain; or
(c) compete with the Company for business. The Directors and Key Senior Management 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 (as defined in the Main Market Listing Requirements of Burs Malaysia Securities Berhad), 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
This Code shall be reviewed periodically (subject to at least once in every 2 years) in accordance with the needs of the Company and the Board’s approval shall be obtained for any amendment or changes made from time to time.

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Definition:
“Committee” : The audit committee of the Company.
“Company” : Only World Group Holdings Berhad and by whatever name from time to time called.
“Group” : The Company and its subsidiaries.
“Listing Requirements” : Bursa Securities Main Market Listing Requirements including
any relevant practice and/or guidance notes, directives, guidelines issued pursuant thereto and any amendment, modification, supplemental to the listing requirements that may be made from time to time.
“Board” or “Directors” : The directors for the time being of the Company or such number of them as have authority to act for the Company.
“Code” : Malaysian Code on Corporate Governance and as amended from time to time.
“Designated Stock Exchange” : Bursa Malaysia Securities Berhad for so long as the shares of the Company are listed and quoted on the Bursa Malaysia Securities Berhad and/or such other stock exchange in respect of which the shares of the Company may be listed or quoted.
“Secretary” : Any person or persons jointly appointed to perform the duties of a secretary of the Company including any person(s) appointed temporarily and any representative of the secretary.
1. Composition and Membership
1.1 The Board must appoint members of the Committee from amongst its Directors who fulfil the following requirements:
(a) the Committee must be composed of not fewer than three (3) members;
(b) all the Committee members must be non-executive Directors, with a majority of them being Independent Directors; and
(c) at least one (1) member of the Committee:
(i) must be a member of the Malaysian Institute of Accountants; or
(ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years’ working experience and:
(aa) he must have passed the examinations specified in Part I of the First Schedules of the Accountants Act 1967; or
(bb) he must be a member of one (1) of the associations of accountants specified in Part II of the First Schedule of the Accountants Act 1967; or
(iii) fulfils such other requirements as prescribed or approved by the Designated Stock Exchange.
1.2 The Board must ensure that no alternate Director is appointed as a member of the Committee.
1.3 A member who was a former audit partner of the Group’s auditors is required to observe a cooling-off period of at least three (3) years before being appointed as a member of the Committee. This applies to all former partners of the audit firm and/or the affiliates firm (including those providing advisory services, tax consultancy, etc.).
2. Chairman of the Committee
2.1 The members of the Committee must elect a chairman among themselves who is an independent director and not the Chairman of the Board.
2.2 If the Chairman is not present at a meeting within five minutes after the time appointed for holding the meeting, the members of the Committee may elect one of the numbers to be the chairman of the meeting.
3. Function of the Committee
3.1 The Committee, amongst others, shall discharge the following functions and report the same to the Board of the Company:
(a) review the following:
(i) with the external auditor, the audit plan;
(ii) with the external auditor, his evaluation of the system of internal controls;
(iii) with the external auditor, his audit report;
(iv) the assistance given by the employees of the Company to the external auditors;
(v) the adequacy of the scope, functions, competency and resources of the internal audit functions and that it has necessary authority to carry out its work;
(vi) The internal audit programme, processes, 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;
(vii) the quarterly results and year end financial statements, before the approval by the Board, focusing particularly on:
(aa) changes in or implementation of major accounting policy changes;
(bb) significant matters highlighted including financial reporting issues;
(cc) significant judgements made by management;
(dd) significant and unusual events or transactions and how these matters are addressed; and
(ee) compliance with accounting standards and other legal requirements;
(viii) the adequacy of the existing framework, policy and measures for the following :
(aa) identifying the conflict of interest and potential conflict of interest;
(bb) whether the necessary controls and/or safeguarding measures are in place in the management of conflict of interest, as well as the corrective and/or remedial actions to be taken in respect of each of the conflict of interest situations;
(ix) any related party transaction and conflict of interest situation that arose, persist or may arise within the Company or Group during the financial year, including measures to resolve, eliminate or mitigate such conflict of interest;
(x) the policies and procedures for assessment of sustainability and independence of external auditors.
(xi) the policies and procedures governing the provision of non-audit services by external auditors.
(xii) any letter of resignation from the external auditors of the Company; and
(xiii) whether there is reason (supported by grounds) to believe that the Company’s external auditor is not suitable for re-appointment; and
(b) recommend the nomination of a person or persons as external auditors.
(c) annual assessment on the performance of external auditors;
4. Attendance of Other Directors and Employees
4.1 The Board must ensure that other Directors and employees attend any particular Committee meeting only at the Committee’s invitation, specific to the relevant meeting.
5. Procedure of the Committee Meetings
5.1 Frequency of Meetings
The Committee shall meet at least four (4) times a year, at appropriate intervals during the reporting cycle and at such other times as may be required.
5.2 Quorum
(a) In order to form a quorum in respect of a Committee meeting, the majority of members present must be Independent Directors.
(b) A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested by the Committee.
5.3 Notice of Meetings
(a) Meetings of the Committee shall be summoned by the Secretary at the request of any of its members or at the request of external or internal auditors if they consider it is necessary.
(b) 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 by e-mail at the email address provided by each member of the Committee, and also any other Directors or persons required to attend, no later than three (3) working days before the date of the meeting. Supporting papers shall be emailed to Committee members and to other attendees as appropriate, at the same time when available.
5.4 Voting and Proceedings of Meetings
(a) The Committee members may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. Any time any Committee member or the Secretary on the requisition of a Committee member shall, summon a meeting of the Committee by notice served on the Committee members. Any Committee member may waive notice of any meeting and any such waiver may retroactive.
(b) The Committee members may participate in a meeting of the Committee by means of a teleconference or similar communications equipment by means of which all persons participating in the meeting can hear each other, without a Committee member being in the physical presence of another Committee member or members, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. The Committee members participating in any such meeting shall be counted in the quorum for such meeting and subject to there being a requisite quorum present, all resolutions agreed by the Committee members in such meeting shall be deemed to be as effective as a resolution passed at a meeting in person of the Committee members duly convened and held. A meeting conducted by means of a teleconference or similar communications equipment as aforesaid is deemed to be held at the place agreed upon by the Committee members attending the meeting, provided that at least one (1) of the Committee members present at the meeting was at the place for the duration of the meeting.
(c) Questions arising at any meeting of the Committee shall be determined by a majority of votes. Where two (2) Committee members form a quorum, the Chairman of a meeting at which only such a quorum is present of at which only two (2) Committee members are competent to vote on the question at issue, shall not have a casting vote.
5.5 Circular Resolutions
A resolution in writing signed, confirmed or approved by letter, facsimile, email or other means of written communications by majority of the Committee members (and for so long as the shares of the Company are listed on the Designated Stock Exchange shall include at least two (2) Independent Directors) shall be valid and effectual as if it has been passed at a meeting of the Directors duly called and constituted provided that such number of members approving the resolution is sufficient to constitute a quorum and any such signed resolution, confirmation or approval by letter, facsimile, email or other means
of written communications may consist of several or disparate forms of communication, each signed, confirmed or approved by any one or more members.
All such resolutions shall be described as “Audit Committee Circular Resolution” and shall be forwarded or otherwise delivered to the Secretary without delay, and shall be recorded by him/her in the Company’s minute book. Any such resolution may consist of several documents in like form, each signed by one or more members. A resolution which has been confirmed or approved by letter, facsimile, email or other means of communications by a member shall be subsequently signed by that member as soon as possible and delivered to the Secretary, but may be acted upon by the Company meanwhile. The expressions “in writing” and “signed” include approval by any such member by any form of electronic communication approved by the members for such purpose from time to time incorporating, if the members deem necessary, the use of security and/or identification procedures and devices approved by the members.
5.6 Minutes of Meetings
(a) The Secretary shall minute the proceedings and resolutions of all meetings of the Committee, including recording the names of those present and in attendance.
(b) The Secretary should ascertain, at the beginning of each meeting, the existence of any conflict of interest and minute them accordingly.
(c) Minutes of the Committee meetings shall be circulated promptly to all members of the Committee and, once agreed, to all members of the Board.
(d) The Secretary shall keep record of all conclusions and resolutions passed at all Committee meetings, including the names and signatures of the attendants.
(e) Full minutes of the Committee meetings shall be kept by the Secretary.
5.7 Annual General Meeting (“AGM”)
The Chairman of the Committee shall attend the AGM and prepared to respond to any shareholder’s question on the Committee’s activities.
6. Reporting of Breaches to the Designated Stock Exchange
6.1 Where a member of the Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the Listing Requirements, the member must promptly report such matter to the Designated Stock Exchange.
7. Rights of the Committee
7.1 The Company must ensure that wherever necessary and reasonable for the performance of its duties, the Committee must, in accordance with a procedure to be determined by the Board and at the cost of the Company:
(a) have authority to investigate any matter within its terms of reference;
(b) have the resources which are required to perform its duties;
(c) have full and unrestricted access to any information pertaining to the Company;
(d) have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity;
(e) be able to obtain independent professional or other advice; and
(f) be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other directors and employees of the Company, whenever deemed necessary.
8. Retirement and Resignation
8.1 In the event of any vacancy in the Committee resulting in the non-compliance of Paragraphs 1.1 and 2 above, the Company must fill the vacancy within three (3) months.
9. Review of the Committee
9.1 The Nominating Committee of the Company must review the term of office and performance of the Committee and each of its members annually to determine whether the Committee and such members have carried out their duties in accordance with their terms of reference.
10. Review of the Terms of Reference
10.1 This Terms of Reference shall be reviewed periodically (subject to at least once in every 2 years) in accordance with the needs of the Company and the Board’s approval shall be obtained for any amendment or changes made from time to time.
11. Duties of the Committee
11.1 The Committee should carry out the duties below for the parent company, major subsidiary undertakings and the group as a whole, as appropriate;
Financial Reporting
(a) The Committee shall monitor the integrity of the financial statements of the Company, including its annual and interim reports, preliminary results’ announcements and any other formal announcements relating to its financial performance, reviewing significant financial reporting issues and judgements that they contain. The Committee shall also review summary financial statements, significant financial returns to regulators and any financial information contained in certain other documents such as announcements of a price sensitive nature.
(b) The Committee shall review and challenge where necessary:
(i) the consistency of, and any changes to, accounting policies both on a year-on-year basis and across the Company/Group;
(ii) the methods used to account for significant or unusual transactions where different approaches are possible;
(iii) whether the Company has followed appropriate accounting standards and made appropriate estimates and judgements, taking into account the views of the external auditors;
(iv) the clarity of disclosure in the Company’s financial reports and the context in which statements are made; and
(v) all material information presented with the financial statements, such as the operating and financial review and the Corporate Governance statement (insofar as it relates to the audit and risk management).
Internal Controls and Risk Management Systems
The Committee shall:
(a) keep under review the effectiveness of the Company’s internal controls and risk management systems;
(b) discuss the internal control system with management to ensure the management has performed its duty to have an effective internal control system. This discussion should include the adequacy of resources, staff qualifications and experiences, training programmes and budget of the Company’s accounting and financial reporting function;
(c) review and approve the statements to be included in the annual report concerning internal controls and risk management systems; and
(d) to ensure co-ordination between the internal and external auditors, and to ensure that the internal audit function is adequately resourced and has appropriate standing within the Company, and to review and monitor its effectiveness.
Whistleblowing
The Committee shall review the Company’s arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action.
Internal Audit
The Committee shall:
(a) monitor and review the effectiveness of the Company’s internal audit function in the context of the Company’s overall risk management system;
(b) approve the appointment and removal of the head of the internal audit who reports directly to the Committee and should have the relevant qualifications and be responsible for providing assurance to the Board that the internal controls are operating effectively;
(c) consider and approve the remit of the internal audit function and ensure that it has adequate resources and appropriate access to information to enable it to perform its function effectively and in accordance with the relevant professional standards. The Committee shall also ensure that the function has adequate standing and is free from management or other restrictions;
(d) review and assess the annual internal audit plan;
(e) review promptly all reports on the Company from the internal auditors;
(f) review and monitor management’s responsiveness to the findings and recommendations of the internal auditors; and
(g) meet the head of internal audit at least once a year, without management being present, to discuss their remit and any issues arising from the internal audits carried out. In addition, the head of internal audit shall be given the right of direct access to the Chairman of the Board and to the Committee.
External Audit
The Committee shall:
(a) consider and make recommendations to the Board, to be put to shareholders for approval at the AGM, in relation to the appointment, re-appointment and/or removal of the Company’s external auditors. The Committee shall oversee the
selection process for new external auditors and if an external auditors resign, the Committee shall investigate the issues leading to this and decide whether any action is required;
(b) oversee the relationship with the external auditors including (but not limited to):
(i) approving their remuneration, whether fees for audit or non-audit services and verifying that the level of fees is appropriate to enable an adequate audit to be conducted;
(ii) approving their terms of engagement, including any engagement letter issued at the start of each audit and the scope of the audit;
(iii) assessing annually their independence and objectivity taking into account relevant professional and regulatory requirements and the relationship with the auditors as a whole, including the provision of any non-audit services;
(iv) satisfying itself that there are no relationships (such as family, employment, investment, financial or business) between the auditors and the Company (other than in the ordinary course of business);
(v) agreeing with the Board a policy on the employment of former employees of the Company’s auditors, then monitoring the implementation of this policy;
(vi) monitoring the auditors’ compliance with relevant ethical and professional guidance on the rotation of audit partners, the level of fees paid by the Company compared to the overall fee income of the firm, office and partner and other related requirements; and
(vii) assessing annually their qualifications, expertise and resources and the effectiveness of the audit process which shall include a report from the external auditors on their own internal quality procedures;
(c) meet regularly with the external auditors, including once at the planning stage before the audit and once after the audit at the reporting stage. The Committee shall meet the external auditors at least once a year, without management being present, to discuss their remit and any issues arising from the audit;
(d) review and approve the annual audit plan and ensure that it is consistent with the scope of the audit engagement;
(e) review findings of the audit with the external auditors. This shall not include, but not be limited to, the following:
(i) a discussion of any major issues that arose during the audit;
(ii) any accounting and audit judgement; and
(iii) level of errors identified during the audit,
the Committee shall also review the effectiveness of the audit;
(f) review any representation letter requested by the external auditors before being signed by management;
(g) review the management letter and management’s response to the auditors’ findings and recommendations;
(h) report to the Board on the matters set out in and relating to the Code as amended from time to time;
(i) prepare a summary of its work during the year for inclusion in the Company’s Corporate Governance Statement/Report (including a report on how the Committee met its responsibilities in its review of the Company’s quarterly and annual results and internal controls system, and its other duties under the Code; details of the Company’s non-compliance with the Code and Listing Requirements (if any) and remedial steps taken by the Company to address such non-compliance); and
(j) develop and implement a policy on the supply of non-audit services by the external auditors, taking into account any relevant ethical guidance on the matter.
(k) obtain written assurance from the external auditors confirming that they are, and have been, independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements.
Review of Conflict of Interest Situations and Related Party Transactions
(a) The Committee shall review and report to the Board any related party transaction and conflict of interest situation, including those that arise or persist, in addition to those that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity.
(b) The Committee shall review related party transactions and conflict of interest situations, the measures taken to resolve, eliminate, or mitigate the conflict of interest and ensure that the related party transactions, if any, are carried out on normal commercial terms and are not prejudicial to the interests of the Company or its minority shareholders.
(c) The Committee shall conduct assessment on conflict of interest of Directors and Key Senior Management during performance appraisal on an annual basis and before any new appointment.
(d) The Committee should ensure that management establishes a comprehensive framework for the purposes of identifying, monitoring, evaluating, reporting and approving such situations and transactions. Such a framework should be able to provide sufficient assurance that related party transactions and conflict of interest situations, including recurrent related party transactions, are identified, evaluated, presented for review and approval and reported, where required. The Committee may request the internal auditors or other external consultants to review the effectiveness, adherence to and relevance of the framework.
(e) Additionally, there could be transactions that may not fall within the definition of a related party transaction as per the Listing Requirements strictly but may still involve certain level of conflict of interest due to the close proximity of the transacting parties or where the director or major shareholder may derive personal gain or advantage from the transaction or arrangement.
Reporting Responsibilities
(a) The Chairman of the Committee shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
(b) The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
(c) The Committee shall compile a report to shareholders on its activities to be included in the Company’s annual report.
Corporate Governance
(a) to develop and review the Company’s policies and practices on corporate governance and make recommendations to the Board;
(b) to review and monitor the training and continuous professional development of Directors and senior management;
(c) to review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements;
(d) to develop, review and monitor the code of conduct and compliance/risk management manual (if any) applicable to employees and Directors;
(e) to review the Company’s compliance with the Code and disclosure in the its Corporate Governance Report/Statement;
(f) to report to the Board its decisions or recommendations (unless there are legal or regulatory restrictions on its ability to do so); and
(g) to prepare a summary of its work during the year for inclusion in the Company’s Corporate Governance Report/Statement (including a report on the corporate governance policies and the work of the Committee during the year).
Other Matters
The Committee shall:
(a) have access to sufficient resources in order to carry out its duties, including access to the company secretariat for assistance as required;
(b) be provided with appropriate and timely training, in the form of an induction programme for new members and on an on-going basis for all members;
(c) give due consideration to laws and regulations, the provisions of the Code and the requirements of the Designated Stock Exchange and other securities rules as appropriate;
(d) be responsible for co-ordination of the internal and external auditors;
(e) oversee any investigation of activities that are within its terms of reference and act as a court of the last resort; and
(f) review its own performance, constitution and terms of reference as and when necessary to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
12. Authority
12.1 The Committee is authorised:
(a) to seek any information it requires from any employee of the Company in order to perform its duties;
(b) to obtain, at the Company’s expense, outside legal or other profession advice on any matters within its terms of reference; and
(c) to call any employee to be questioned at a meeting of the Committee as and when required.

Definition:
“Committee” : The nominating committee of the Company.
“Company” : Only World Group Holdings Berhad and by whatever name from time to time called.
“CEO” : The principle executive officer of the Company for the time being, by whatever name called, and whether or not he is a director.
“Listing Requirements” : Bursa Malaysia Securities Berhad Main Market Listing Requirements including any relevant practice and/or guidance notes, directives, guidelines issued pursuant thereto and any amendment, modification, supplemental to the listing requirements that may be made from time to time.
“Board” or “Directors” : The directors for the time being of the Company or such number of them as have authority to act for the Company.
“Designated Stock Exchange” : Bursa Malaysia Securities Berhad for so long as the shares of the Company are listed and quoted on the Bursa Malaysia Securities Berhad and/or such other stock exchange in respect of which the shares of the Company may be listed or quoted.
“Secretary” : Any person or persons jointly appointed to perform the duties of a secretary of the Company including any person(s) appointed temporarily and any representative of the secretary.
1. Composition and Membership
1.1 The Board must appoint the members of the Committee from amongst its Directors and the Committee shall comprise exclusively of Non-Executive Directors, the majority of whom are independent.
1.2 The size of the Committee shall consist of not less than three (3) members.
2. Chairman of the Committee
2.1 The members of the Committee must elect a chairman from among themselves who is a senior Independent Director identified by the Board.
2.2 If the Chairman is not present at a meeting within five minutes after the time appointed for holding the meeting, the members of the Committee may elect one of their members to be the Chairman of the meeting.
3. Primary Responsibilities
3.1 The Committee’s primary responsibilities include:
(a) assessing and recommending to the Board the candidature of directors, appointment of Directors to Board Committees;
(b) reviewing of Board’s succession plans and training programmes for the Board;
(c) conducting the assessment of the Board, Board Committees and individual Directors on an on-going basis; and
(d) conducting annual assessment of the independence of Independent Directors in the Board beyond evaluating their background, interest, economic and family relationships and but consider whether they are able to continue providing independent and objective judgement to the Board’s deliberations.
4. Functions of the Committee
4.1 The Committee shall, amongst others, discharge the following functions:
(a) identifying, nominating and orientating new directors for the approval of the Board, including candidates to fill Board vacancies as and when they arise;
(b) regularly review the structure, size and composition in respect of the mix of skills, independence and diversity (including gender diversity) of the Board required to meet the needs of the Company and make recommendations to the Board with regard to any changes;
(c) reviewing on annual basis performance of the audit committee and each of its members and their term of office;
(d) ensuring that the Board level recruitment matters are thoroughly deliberated by the Committee, allowing the Board to focus its time on strategic and operational matters;
(e) ensuring that the Company recruits ad retains the best available executive and Non-Executive Directors;
(f) recommending to the Board a nomination framework for evaluating the performance of the Board as a whole and individual Directors performance for the approval of the Board;
(g) reviewing and recommending to the Board the Directors who are retiring or retiring by rotation to be considered for re-election at the general meetings;
(h) reviewing and recommending to the Board the nomination or re-nomination of Directors, with due regard to the Director’s contribution and performance;
(i) recommending to the Board candidates for all directorship to be filled by either the shareholders or the Board, taking into consideration the criteria set out in the Fit & Proper Policy, amongst others, the following:
(i) character and integrity;
(ii) experience and competency;
(iii) time and commitment;
(iv) contribution and performance, and
(v) in the case of the candidates for the position of the independent Non-Executive Directors, the Committee should also evaluate the candidates’ ability to discharge such responsibilities/functions as expected from independent Non-Executive Directors.
(j) recommending to the Board, candidates to fill the seats on Board Committees;
(k) assisting the Board in annual review of the required mix of skills, experience, independence and boardroom diversity and other qualities, including core competencies which Independent Non-Executive Directors should bring to the Board.
(l) assisting the Board in annual review of the effectiveness of the Board as a whole, the Board Committees and contribution of each individual Director, including Independent Non-Executive Directors and CEO;
(m) reviewing and approving any new employment of related persons and the proposed terms of their employment;
(n) recommending individuals for nomination as members of the Board by assessing the desirability of renewing existing directorships. Due consideration should be given to the extent to which the interplay of the Director’s expertise, skill, knowledge, experience, independence and boardroom diversity was demonstrated with those of other Board members;
(o) ensuring that all Board appointees undergo an appropriate Board induction and training programmes;
(p) assessing and recommending to the Board, the independent directors’ potentiality in the event of retaining as an independent director after serving in that capacity for a cumulative term of twelve (12) years; and
(q) including a statement in the annual report about its activities, the membership of the Committee, number of Committee meetings, attendance of members over the course of the year, nomination and election process of Board members.
4.2 In exercising objectivity in the assessment process, the Committee members should not be influenced by major controlling shareholders or the CEO or executive directors.
4.3 The Board remains responsible for considering and approving recommendations from the Committee.
4.4 The Board should work together with the Committee to evaluate potential successors of Board Chairman and CEO.
4.5 Each Committee member should abstain from discussion or voting on any resolutions in respect of the assessment of his/her performance or re-nomination as Director.
5. Attendance of Other Directors and Employees
5.1 The Board must ensure that other Directors and employees attend any particular Committee meeting only at the Committee’s invitation, specific to the relevant meeting.
6. Procedure of the Committee Meeting
6.1 Frequency of Meeting
The Committee shall meet at least once a year and otherwise as required.
6.2 Quorum
(a) In order to form a quorum in respect of a Committee meeting, the majority of members present must be non-executive directors.
(b) A duly convened meeting of the committee at which a quorum is present shall be competent to exercise all or any of the authorities, power and discretions vested by the Committee.
6.3 Notice of meeting
Meetings of the Committee shall be summoned by the Secretary at the request of any of its members.
6.4 Minutes of Meeting
(a) The Secretary shall minute the proceedings and resolutions of all meetings of the Committee, including recording the names of those present and in attendance.
(b) The Secretary should ascertain, at the beginning of each meeting, the existence of any conflict of interest and minute them accordingly.
(c) Minutes of the Committee meeting shall be circulated promptly to all members of the Committee and, once agreed, to all members of the Board.
(d) The Secretary shall keep record of all conclusions and resolutions passed at all Committee meetings, including the names and signatures of the attendants.
(e) Full minutes of the Committee meetings shall be kept by the Secretary.
6.5 Circular Resolution
A resolution in writing signed, confirmed or approved by letter, facsimile, email or other means of written communications by majority of the Committee members (and for so long as the shares of the Company are listed on the Designated Stock Exchange shall include at least two (2) Non-Executive Directors) shall be valid and effectual as if it has been passed at a meeting of the members duly called and constituted provided that such number of members approving the resolution is sufficient to constitute a quorum and any such signed resolution, confirmation or approval by letter, facsimile, email or other means of communications may consist of several or disparate forms of communication, each signed, confirmed or approved by any one or more members.
All such resolutions shall be described as “Nominating Committee Circular Resolution” and shall be forwarded or otherwise delivered to the Secretary without delay, and shall be recorded by him/her in the Company’s minute book. Any such resolution may consist of several documents in like form, each signed by one or more members. A resolution which has been confirmed or approved by letter, facsimile, email or other means of communications by a member shall be subsequently signed by that member as soon as possible and delivered to the Secretary, but may be acted upon by the Company meanwhile. The expressions “in writing” and “signed” include approval by any such member by any form of electronic communication approved by the members for such purpose from time to time incorporating, if the members deem necessary, the use of security and/or identification procedures and devices approved by the members.
6.7 Annual General Meeting (“AGM”)
The Chairman of the Committee shall attend the AGM and prepared to respond to any shareholder’s question on the Committee’s activities.
7. Rights of the Committee
7.1 The Company must ensure that wherever necessary and reasonable for the performance of its duties, the Committee must, in accordance with a procedure to be determined by the Board and at the cost of the Company:
(a) have authority to investigate any matter within its terms of reference;
(b) have the resources which are required to perform its duties;
(c) have full and unrestricted access to any information pertaining to the Company;
(d) be able to obtain independent professional or other advice; and
(e) be able to convene meetings excluding the attendance of other Directors and employees of the Company, whenever deemed necessary.
8. Review of the Committee
8.1 The term of office and performance of the Committee and each of its members shall be reviewed by the Board at least once every three (3) years to determine whether the Committee and such members have carried out their duties in accordance with their terms of reference.
9. Review of the Terms of Reference
9.1 This Terms of Reference shall be reviewed periodically (subject to at least once in every 2 years) in accordance with the needs of the Company and the Board’s approval shall be obtained for any amendment or changes made from time to time.
10. Authority
10.1 The Committee is authorised:
(a) to seek any information it requires from any employee of the Company in order to perform its duties;
(b) to obtain, at the Company’s expense, outside legal or other professional advice on any matters within its terms of reference; and
(c) to call any employee to be questioned at a meeting of the Committee as and when required.

Definition:
“Committee” : The remuneration committee of the Company.
“Company” : Only World Group Holdings Berhad and by whatever name from time to time called.
“CEO” : The principle executive officer of the Company for the time being, by whatever name called, and whether or not he is a director.
“Listing Requirements” : Bursa Malaysia Securities Berhad Main Market Listing Requirements including any relevant practice and/or guidance notes, directives, guidelines issued pursuant thereto and any amendment, modification, supplemental to the listing requirements that may be made from time to time.
“Board” or “Directors” : The directors for the time being of the Company or such number of them as have authority to act for the Company.
“Designated Stock Exchange” : Bursa Malaysia Securities Berhad (for so long as the shares of the Company are listed and quoted on the Bursa Malaysia Securities Berhad and/or such other stock exchange in respect of which the shares of the Company may be listed or quoted.
“Secretary” : Any person or persons jointly appointed to perform the duties of a secretary of the Company including any person(s) appointed temporarily and any representative of the secretary.
1. Composition and Membership
1.1 The Board must appoint the members of the Committee from amongst its Directors and the Committee shall comprise exclusively or a majority of Non-Executive Directors.
1.2 The size of the Committee shall consist of not less than three (3) members.
2. Chairman of the Committee
2.1 The members of the Committee must elect a chairman among themselves who is a non-Executive Director.
2.2 If the Chairman is not present at a meeting within five minutes after the time appointed for holding the meeting, the members of the Committee may elect one of their members to be the chairman of the meeting.
3. Duties and Responsibilities of the Committee
3.1 The Committee, amongst others, shall discharge the following duties and responsibilities:
(a) recommending to the Board the policy framework and remuneration structure for the Executive and Non-Executive Directors;
(b) establishing a formal and transparent remuneration policies and procedures which should be sufficient to attract, retain and motivate Directors and key management team of calibre needed to run the Group successfully. Executive directors are to abstain from deliberations and voting on the decision in respect of their own remuneration package;
(c) the level of remuneration of executive directors is linked to the corporate and individual performance. In the case of Non-Executive Directors, the level of remuneration should reflect the experience and level of responsibilities undertaken by particular Non-Executive Director concerned;
(d) the determination of remuneration packages of Non-Executive Directors, including non-executive chairman should be decided by the Board as a whole. The individuals concerned should abstain from discussion of their own remuneration;
(e) establishing a formal and transparent procedure for developing policy on the total individual remuneration package of executive directors, CEO and/or other designated executive management including, where appropriate, bonuses, incentives and share options;
(f) assisting the Board in assessing the responsibility and commitment undertaken by the Board membership;
(g) fees are to be paid to Directors only with the approval of shareholders at annual general meetings;
(h) reviewing and presenting recommendations to the Board regarding the remuneration and conditions of service of the executive directors, in all its form including the grant of entitlement under any share schemes; and
(i) ensuring corporate accountability and governance in respect of the remuneration of the Directors and key management personnel and other relevant functions.
4. Attendance of Other Directors and Employees
4.1 The Board must ensure that other Directors and employees attend any particular Committee meeting only at the Committee’s invitation, specific to the relevant meeting.
5. Procedure of the Committee Meetings
5.1 Frequency of Meetings
The Committee shall meet at least once a year and otherwise as required
5.2 Quorum
(a) In order to form a quorum in respect of a Committee meeting, the majority of members present must be Non-Executive Directors.
(b) A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested by the Committee.
5.3 Notice of Meetings
Meetings of the Committee shall be summoned by the Secretary at the request of any of its members.
5.4 Minutes of Meetings
(a) The Secretary shall minute the proceedings and resolutions of all meetings of the Committee, including recording the names of those present and in attendance.
(b) The Secretary should ascertain, at the beginning of each meeting, the existence of any conflict of interest and minute them accordingly.
(c) Minutes of the Committee meetings shall be circulated promptly to all members of the Committee and, once agreed, to all members of the Board.
(d) The Secretary shall keep record of all conclusions and resolutions passed at all Committee meetings, including the names and signatures of the attendants.
(e) Full minutes of the Committee meetings shall be kept by the Secretary.
5.5 A resolution in writing signed, confirmed or approved by letter, facsimile, email or other means of written communications by majority of the members (and for so long as the shares of the Company are listed on the Designated Stock Exchange shall include at least two (2) Non-Executive Directors) shall be valid and effectual as if it has been passed at a meeting of the members duly called and constituted provided that such number of members approving the resolution is sufficient to constitute a quorum and any such signed resolution, confirmation or approval by letter, facsimile, email or other means of communications may consist of several or disparate forms of communication, each signed, confirmed or approved by any one or more members.
All such resolutions shall be described as “Remuneration Committee Circular Resolution” and shall be forwarded or otherwise delivered to the Secretary without delay, and shall be recorded by him/her in the Company’s minute book. Any such resolution may consist of several documents in like form, each signed by one or more members. A resolution which has been confirmed or approved by letter, facsimile, email or other means of communications by a member shall be subsequently signed by that member as soon as possible and delivered to the Secretary, but may be acted upon by the Company meanwhile. The expressions “in writing” and “signed” include approval by any such member by any form of electronic communication approved by the members for such purpose from time to time incorporating, if the members deem necessary, the use of security and/or identification procedures and devices approved by the members.
5.6 Annual General Meeting (“AGM”)
The Chairman of the Committee shall attend the AGM and prepared to respond to any shareholder’s question on the Committee’s activities.
6. Rights of the Committee
6.1 The Company must ensure that wherever necessary and reasonable for the performance of its duties, the Committee must, in accordance with a procedure to be determined by the Board and at the cost of the Company:
(a) have authority to investigate any matter within its terms of reference;
(b) have the resources which are required to perform its duties;
(c) have full and unrestricted access to any information pertaining to the Company;
(d) be able to obtain independent professional or other advice; and
(e) be able to convene meetings excluding the attendance of other Directors and employees of the Company, whenever deemed necessary.
7. Review of the Committee
7.1 The Board of the Company must review the term of office and performance of the Committee and each of its members at least once every three (3) years to determine whether the Committee and such members have carried out their duties in accordance with their terms of reference.
8. Review of the Terms of Reference
8.1 This Terms of Reference shall be reviewed periodically (subject to at least once in every 2 years) in accordance with the needs of the Company and the Board’s approval shall be obtained for any amendment or changes made from time to time.
9. Authority
9.1 The Committee is authorised:
(a) to seek any information it requires from any employee of the Company in order to perform its duties;
(b) to obtain, at the Company’s expense, outside legal or other professional advice on any matters within its terms of reference; and
(c) to call any employee to be questioned at a meeting of the Committee as and when required.