Corporate Disclosure Policy
1.2 The Board of Directors (“Board”) of the Company is committed to provide accurate, clear, timely and complete disclosure of material information pertaining to the Company’s and the Group’s performance and operations to shareholders, investors and the public in general.
2.1 The objectives of this Policy are as follows:
a) To raise awareness and provide guidance to the Board, Management and employees of the Company on the disclosure requirements and practices;
b) To provide guidelines and policies in disseminating corporate information to, and in dealing with shareholders, stakeholders, analysts, media and the investing public;
c) To reinforce the Company’s commitment in compliance with legal and regulatory requirements on disclosure; and
d) To build good investor relations with the investing public that inspires trust and confidence
This Policy applies to all employees (including full time, probationary, contract and temporary staff) (“Employees”) and the directors of the Group (“Directors”) and covers all disclosure made by the Group, including but not limited to:
a) documents filed with the regulators, written statements, annual reports, quarterly and/or interim reports, news releases, letters to shareholders, speeches by senior management, e-mail communication and the information on the Company’s website; and
b) oral statements made in group and individual meetings, telephone conversations, interviews and press conferences.
This Policy shall be read together the Chapter 9 of the ACE Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”).
Each Employee and Director has a duty to read and understand this Policy. Violation of this Policy can result in disciplinary action, including termination of employment. The violation of this Policy may also violate certain securities laws, and if any Directors or Employees has violated such securities laws, the Company may refer the matter to the appropriate regulatory authorities.
a) The Board is ultimately responsible for ensuring that the Company’s disclosure requirements are fulfilled. The Board may delegate the implementation and adherence of this Policy to the following executives (“Executives”):
i) Managing Director (“MD”);
ii) The Chief Financial Officer (“CFO”) or such other person responsible for the Group’s accounts and financial matters;
iii) Company Secretary of the Company; and
iv) Any other persons duly delegated to do so.
b) The responsibilities of the Executives include the following:
i) maintaining an awareness and understanding of the disclosure rules and guidelines;
ii) ascertaining whether corporate developments constitute material information, and if so, ensuring the procedures outlined in this Policy are fully adhered;
iii) implementing and monitoring of compliance with this Policy and undertaking reviews of any violations, including assessment and implementation of appropriate consequences and remedial actions; and
iv) reviewing and updating this Policy from time to time to ensure compliance with the Listing Requirements and other regulatory requirements.
a) The authorised spokespersons for the Company are:
a) Chairman of the Board (“Chairman”);
b) MD; and
c) any other Executives as may be authorised by the Chairman and/or the MD.
b) Authorised spokespersons shall not disclose any material information that has not been previously made public;
c) An Employee or Director, other than authorised spokesperson, should not respond to requests for Company’s information from the investing public unless specifically authorised to do so by an authorised spokesperson. Any such requests should be referred to an authorised spokesperson.
d) The MD and/or the CFO shall be involved in communication and presentation for all meetings with the investment community and media.
e) If there is any doubt about the appropriateness of supplying information to an outside party, an Employee or Director should contact the authorised spokesperson for advice.
f) It is not the purpose of this Policy to restrain the Employees or Directors from communicate with external parties while having a legitimate business purpose. However, the Employees and Directors must ensure that any Group’s information provided must be in compliance with this Policy and should contact any of the authorised spokespersons if in doubt or uncertain in supplying certain information relating to the Group.
The principal scope of corporate disclosure are as follows:
i) Immediate disclosure of material information;
ii) Periodic disclosures;
iii) Thorough public dissemination;
iv) Clarification, confirmation or denial of rumours or reports;
v) Response to unusual market activity;
vi) Unwarranted promotional disclosure activity; and
vii) Insider trading.
The guidance for corporate disclosure for the above principal scope is provided under the following clauses 5.1 to 5.7 of this Policy.
(i) Material information is any information which is expected to have a material effect on the following:
a) the price, value or market activity of any of the securities of the Company; or
b) the decision of a holder of securities or an investor in determining his choice of action, and may include information which –
• concerns the Company’s assets and liabilities, business, financial condition or prospects;
• relates to proposed corporate exercises;
• relates to dealings with Employees, suppliers, customers and others;
• relates to any events affecting the present or potential dilution of the rights or interests of the Company’s securities; or
• relates to any event materially affecting the size of the public holding of its securities.
(ii) The following guidelines will be followed by the Company to fulfil its obligation to make immediate announcement of material information:
a) the Company shall disclose to the public all material information necessary for informed investing and take reasonable steps to ensure that all who invest in its securities enjoy equal access to such information;
b) for the prescribed events as set out in Rule 9.04 and Rule 9.19 of the Listing Requirements of Bursa Securities, the Company will immediately announce the event upon its occurrence, except under certain circumstances as set out in sub-paragraph 5.1.3(i) below;
c) where the materiality for an event or transaction can be quantified, the decision on materiality will be in accordance with the threshold of the percentage ratio as set out under the Listing Requirements of Bursa Securities. An announcement will be made if the transaction triggers the prescribed percentage ratio applicable for that type of transaction; and
d) where the materiality for an event or transaction cannot be quantified, the Company will undertake a materiality assessment of the information before making an announcement. In making the assessment of whether an event of information is material for the purpose of an announcement, the Company will
• take into account the relevant factors as follows: the anticipated impact of the information on the Group’s entire scope of activities;
• the anticipated impact of the information on the Group’s financial position or performance; or
• the relevance of the information on the factors that determine the price of the listed securities of the Company.
(i) An announcement to Bursa Securities will be prepared and/or reviewed by the Company Secretary, the CFO or such person responsible for the Group’s accounts and financial matters or the appointed adviser in accordance with the applicable securities laws and Listing Requirements and the announcement shall then be approved by the MD (or such other person duly delegated by him).
(ii) During period from the admission of the Company to the Official List of Bursa Securities up to 3 full financial years thereafter, where the Company is required to have a sponsor, all announcements by the Company shall be reviewed by the appointed Sponsor, except for certain announcements as prescribed under Rule 9.17(2) of the Listing Requirements.
(iii) The CFO or such person responsible for the Group’s accounts and financial matters will review and validate all financial data contained in the announcement to ensure that disclosures are consistent with the prevailing accounting standards and guidelines.
(iv) The Executives should ensure the content of the announcement clearly and effectively communicates the intended substance and meaning of the information to the public.
(v) The Company Secretary or the appointed adviser shall release the announcement to Bursa Securities once the announcement is approved by the Managing Director (or such other person duly delegated by him).
(vi) After the release of the announcement to Bursa Securities, the announcement shall be made available on the website of the Group.
5.1.3 Withholding and Maintaining Confidentiality of Material Information
(i) There are exceptional circumstances when the Company can withhold or delay disclosure of material information temporarily, provided that the strictest confidentiality is maintained. The exceptional circumstances where disclosures can be withheld are limited and constitute an infrequent exception to the normal requirement of immediate public disclosure. In cases of doubt, the presumption must always be in favour of disclosure. The exceptional circumstances where disclosure may be temporarily withheld are as follows:
a) when immediate disclosure will prejudice the ability of the listed issuer to pursue its corporate objectives;
b) when the facts are in a state of flux; or
c) where laws prohibit the disclosure of such information.
ii) If the material information is being withheld, the Company must ensure that the strictest confidentiality is maintained by limiting the number of people with access to the material information and ensuring the security of all confidential documents in accordance to internal control policies on confidentiality. The Company shall refrain from delaying disclosure for an unreasonable period of time since it is unlikely that confidentiality can be maintained beyond a short period of time.
iii) The Company will immediately announce the information withheld to Bursa Securities in accordance with the Listing Requirements, if the following circumstances occurs:
a) unusual market activity in the Company’s securities which signifies that a “leak” of the information may have occurred;
b) in the event that material information is or is believed to have been inadvertently disclosed to third parties or where the material information has become generally available through the media or otherwise, including rumours or reports concerning the material information have appeared; or
c) where the Company learns that there are signs that insider trading may be taking place.
The Company must announce to Bursa Securities an interim financial report that is prepared on a quarterly basis (“Quarterly report”) as soon as the figures have been approved by the Board and in any event not later than two months after the end of each quarter of a financial year. The Quarterly report must include the information as stipulated in the Listing Requirements and the applicable accounting standards.
The Company must issue its annual report which includes its annual audited financial statements together with the auditors’ and directors’ reports of the Company and announce to Bursa Securities and the shareholders within four (4) months from the close of the financial year end of the Company.
i) The Company shall release material information to the public in a manner designed to obtain its fullest possible public dissemination.
ii) No disclosure of material information is made on an individual or selective basis to journalists, analysts, shareholders, journalist, fund managers or other persons unless such information has previously been fully disclosed and disseminated to the public. If material information is inadvertently disclosed at any meetings with analysts, shareholders, journalists or others, it must be publicly disseminated as promptly as possible, save for certain circumstances where selective disclosure of material information is necessary, subject to Rule 9.08(3) of the Listing Requirements.
iii) Any public disclosure of material information must be made by an announcement first to Bursa Securities or simultaneously to Bursa Securities, the press and the newswire services. For the avoidance of doubt, the Company shall not release any material information to the media even on an embargoed basis until it has given the information to the Exchange.
i) The Company may provide information relating to the business, operations or financial performance of the Company and/or Group to the journalists, analysts and/or fund managers provided that such information is not undisclosed material information.
ii) Similarly, when responding to questions from journalists, analysts and fund managers, or when commenting on their reports, the Company can provide any information, as long as it does not include any undisclosed material information.
iii) In the event that the non-public material information has been inadvertently disclosed when responding to questions or commenting on the reports, the Company shall immediately announce to Bursa Securities.
i) The Company has a website which acts as a channel to disseminate information and to allow access to information about the Group by the shareholders and the public. The website also distinguishes an “Investor Relations” section containing disclosure and information of interest to the investors, and such information shall be current, informative and contains all information which may be relevant to the shareholders of the Company.
ii) The contents of the “Investor Relations” section of the website shall include but not limited to the following:
a) announcements to Bursa Securities including periodic financial statements, annual reports, audited financial statements and circulars to shareholders, which must be published as soon practicable after the same are released on Bursa Securities’ website;
b) general meetings, reports and summary of key matters discussed at the Company’s annual general meeting as soon as practicable after the conclusion of the annual general meeting;
c) analysts’ briefings; andany other information which may be relevant and useful to the shareholders.
iii) The website also contains the email address, names of the designated persons and their contact numbers to enable the public to forward queries to the Company.
5.4.1 Whenever the Company becomes aware of a rumour or report (true or false) that
contains material information, the Company will make due enquiry and immediately publicly clarify, confirm or deny the rumour or report circulated by any means including by word-of-mouth, an article published in a newspaper, newswire, magazine, a broker’s market report or any other publication.
5.4.2 If required, the Company will respond to a rumour or report by making an immediate announcement to Bursa Securities which should contain sufficient facts to support the clarification, confirmation or denial of the rumour or report in the following manner:-
i) If the rumour or report contains erroneous material information, a denial or clarification of the rumour or report together with facts sufficient to support the denial or to clarify any misleading aspects of the rumour or report shall be issued by the Company. The Company shall also take reasonable effort to bring the announcement to the attention of the party that initially distributed the erroneous rumour or report; and
ii) if the rumour or report contains material information that is correct, a confirmation of the rumour or report together with the facts of the matter and an indication of the state of negotiations or of corporate plans in the rumoured area shall be issued by the Company. Such announcements are essential even if the matter has yet to be presented to the listed corporation’s board of directors for consideration.
(a) respond promptly to the supposedly factual elements of the rumour or report as required under Rule 9.09 and this Rule 9.10 of the Listing Requirements; and
(b) include in the announcement, a statement to the effect that the listed corporation itself has made no such prediction and it is unaware of any facts that would justify making such a prediction.
5.5.1 Where unusual trading activity, price movement, or both occurs on the securities of the Company, the Company shall immediately undertake a due enquiry to seek the cause
of the UMA.
5.5.2 If the Company determines that the UMA results from material information that has already been publicly disclosed pursuant to the Listing Requirements, no further announcement is required. However, if the UMA indicates that such material information may have been misinterpreted, the Company shall issue a clarifying announcement to the Bursa Securities. The Board shall be informed on such clarifications made.
5.5.4 If the cause of the UMA cannot be determined, the Company will announce that there have been no undisclosed developments which would account for the UMA. If the UMA results from a rumour or report, the Company shall comply with Rules 9.09 and 9.10 of the Listing Requirements in relation to clarification, confirmation or denial of rumours or reports.
5.6.1 The Company shall refrain from any form of promotional disclosure activity which may mislead investors or cause unwarranted price movement and trading activity in the Company’s securities.
Such activity includes news releases, public announcements, predictions, reports or advertisements, which are unjustifiable, exaggerated, flamboyant, overstated or over-zealous.
i) possesses information that is not generally available which on becoming generally available a reasonable person would expect it to have a material effect on the price or value of the securities; and
ii) knows or ought reasonably to know that the information is not generally available.
i) acquire or dispose of the securities of the Company, or enter into an arrangement for or with a view to the acquisition or disposal of the securities of the Company, on the basis of the material information which is not known to the investing public;
ii) procure, directly or indirectly, an acquisition or disposal of, or the entering into an agreement for or with a view to the acquisition or disposal of the securities of the Company, on the basis of the material information which is not known to the investing public; or
iii) inform or tip any other person of undisclosed material information unless the sharing of that information is in the necessary course of business.
i) This Policy will be reviewed by the Managing Director periodically or where necessary to ensure that it remains current and effective in accordance with the needs of the Company and in compliance with any new regulations that may have an impact on the disclosure obligations and practices. Any subsequent amendment to this Policy is subject to the approval of the Board.