Overview

Directors’ Conflict of Interest Policy

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INTRODUCTION

The purpose of this Directors’ Conflict of Interest Policy (“DCOI Policy” or “Policy”) is to protect the interests of Kumpulan Perangsang Selangor Berhad (“KPS Berhad” or “Company”) and to promote honest and ethical conduct, including the handling of actual, apparent (perceived) or potential conflicts of interest (“COI”) between personal and professional relationships/interests in his/her roles as Director.

OBJECTIVES

  • To guide the Directors in identifying and handling actual or perceived or potential COI involving the Directors themselves and/or external parties.
  • To outline the disclosure obligations of each Director concerning COI and the procedures to follow if a COI arises.
  • To assist the Directors in performing their duties with high ethical and integrity standards, while serving the KPS Berhad Group.
  • To protect KPS Berhad Group’s interest and ensure that any situation giving rise to COI is adequately reported and managed in accordance with the regulatory requirements.

STATEMENT OF THE DCOI POLICY

  • The term “COI” describes any circumstances that could cast doubt on the Directors’ ability to act with full objectivity in performing their statutory duties and safeguarding the Company’s interests. No Director shall knowingly place themself or their Family Members in a position that conflicts with their statutory duties or the interests of the Company.
  • The Directors, in avoiding situations of COI, shall:
    1. Ensure that their financial circumstances and transactions do not jeopardise their independent judgement or adversely affect their job performance.
    2. Not hold any financial or other interests directly or indirectly in any contractor, vendor, or party having or is likely to have business dealings with KPS Berhad Group.
  • Directors shall declare that they do not have any COI and are not a Family Member of any other Director(s) and/or major shareholders of the Company. ‘Family Members’ include spouse, parent, child (including adopted child and stepchild), brother, sister and the spouse of the Director’s child, brother or sister as defined under the CA2016 and MMLR of Bursa Securities.

SCOPE

The Policy is applicable to KPS Berhad’s and its subsidiaries’ Directors.

OBLIGATION & DECLARATION PROCEDURES

Directors are required to declare and notify, in writing or via electronic means (such as emails), the Board or the BAC and the Company Secretary, of any COI (whether direct or indirect, perceived, actual or potential, with the Company and/or its Subsidiary companies) as soon as practicable. Such a declaration shall include relevant details on the nature and extent of the COI, such as the name of the company involved, number and percentage of shares held, the nature of the relationship, and any other pertinent information. Thereafter, the Company Secretary shall table the COI to the Board at its meeting.

OTHER ASPECTS OF THE DCOI POLICY

  • Guiding Principles
  • Compliance with Disclosure Requirements
  • Exception