MSM Malaysia Holdings Berhad Annual Report 2019

Ethics and Integrity Code of Business Conduct and Ethics (COBCE) for Employees The Group’s Code of Business Conduct and Ethics for Employees (COBCE) has been revised and approved on 22 February 2018. The COBCE sets out the principles as a guide for its employees in carrying out their duties and responsibilities to the highest standards of personal and corporate integrity. Code of Business Practice (COBP) MSM Group’s Code of Business Practice (COBP) (Guided by FGV Code of Business Practice), details the standards of behaviour expected of all employees, directors and business partners in dealings with internal and external stakeholders, including members of local communities. The COBP states explicitly that all forms of bribery and corruption are prohibited and will not be tolerated. Integrity Initiatives MSM is one of the signatories to the Corporate Integrity Pledge with the Malaysian Anti-Corruption Commission (MACC). MSM Employees attend briefing session on new Corporate Liability provision of the Malaysian Anti-Corruption Commission Act (Amendment 2018) which was passed in 2018. Whistleblowing Policy MSM Group also adopted a whistle blowing policy (guided by FGVWhistleblowing Policy), providing an avenue for employees and external parties to report actual or suspected malpractice, misconduct or violations of the Group’s policies and regulations in a safe and confidential manner. External Gift Entertainment and Hospitality Policy MSM Group recognises that the giving and accepting of gifts, entertainment and hospitality can be part of building normal business relationships. The aim of the Policy is to ensure that the highest standards of integrity are maintained and that it can never be suggested that there was an improper motive behind the offer or acceptance of the gift, entertainment and hospitality will unduly influence the recipient. The policy was approved by the Board on 24 August 2018. Monitoring Financial and Operational Review Financial and Operational Review is a mechanism adopted to measure MSM Group’s actual performance against its business plan, previous year’s performance and the annual budget. This review is undertaken on a regular basis by an Executive Committee comprising senior management of the MSM Group. TheGroupChief ExecutiveOfficer, GroupChief OperatingOfficer and Chief Financial Officer present the MSM Group Quarterly Financial Information and the Operational Performance analysis to the Audit Committee prior to Board approval and subsequent release to Bursa Malaysia. Annual Business Plan and Budget Business Planning, which is coordinated and aligned to specific objectives, is essential to direct the activities and initiatives of each Subsidiary and Head Office towards meeting the Group’s short term and long term objectives. With this view, the Group emphasises on a comprehensive annual budgeting process to ensure that the Group’s business plans are in line with the Board approved MSM Strategic Plan. Policies Policies are designed to manage risks and ensure compliance to related requirements of the Group’s operations and aligned to the FGV Holdings Berhad’s requirement. New policies are formulated as business needs or risks arise and to uphold proper governance of MSM Group. The following are the new and revised policies that were endorsed by BGRMC and approved by the Board in 2019: Policy Owner Title Date Approved Corporate Communication Media and Spokesperson Policy 23 May 2019 Corporate Governance and Risk Management Risk Management Policy 23 May 2019 Governance of Policies and Procedures Policy 23 May 2019 Company Secretary Board Charter 20 November 2019 Nomination and Remuneration Committee Terms of Reference 20 November 2019 Board Governance & Risk Management Committee Terms of Reference 20 November 2019 Audit Committee Terms of Reference 20 November 2019 101 CORPORATE GOVERNANCE 07