Corporate Governance

Amtel Holdings Berhad (“the Company”) has adopted this Code of Conduct and Ethics (“Code”) for Directors. The Code provides the fundamental guiding standards applicable to the Directors for the Directors to carry out their duties in an honest, fair, diligent and ethical manner, within the scope of the authority conferred upon them and in accordance with the applicable laws, rules, regulations, guidelines and internal policies and relevant procedures. Directors are required to observe and uphold the provisions of the Code in carrying out their duties.

This Code is formulated with the intention to achieve the following aims:-

(i)     To encourage high standards of honesty, integrity, ethical and law-abiding behavior expected of Directors; and

(ii)    To provide standards to protect and promote the interests of various stakeholders of the Company.

In the performance of his/her duties, a Director should at all times observe the following:-

2.1   Corporate Governance

2.1.1    Should have a clear understanding of the aims and purpose, capabilities and capacity of the Company;

2.1.2    Should devote time and effort to attend meetings and to know what is required of the Board of Directors of the Company (“the Board”) and each of its Directors, and to discharge those functions;

2.1.3    Should ensure at all times that the Company is properly managed and effectively controlled;

2.1.4    Should stay abreast of the affairs of the Company and be kept informed of the Company’s compliance with the relevant legislation and contractual requirements;

2.1.5    Should insist on being kept informed on all matters of importance to the Company in order to be effective in corporate management;

2.1.6    Should limit his/her directorship of companies to a number in which he/she can best devote his/her time and effectiveness; each Director shall be his/her own judge of his/her abilities and how best to manage his/her time effectively in the Company in which he/she holds directorship;

2.1.7    Should have access to the advice and services of the Company Secretary, to ensure proper procedures, all applicable laws, rules and regulations including insider trading laws are complied with;

2.1.8    Should at all times exercise his/her powers for the purposes they were conferred, for the benefit and prosperity of the Company;

2.1.9    Should disclose immediately all contractual interests, whether directly or indirectly, or whether actual or potential with the Company and its subsidiaries;

2.1.10  Should neither divert to his/her own advantage/benefit any business opportunity that the Company is pursuing, nor may he/she use confidential, sensitive and non-public information obtained by reason of his/her office for his/her own advantage/benefit;

2.1.11  Should at all times act with utmost good faith towards the Company in any transaction and to act honestly and responsibly in the exercise of his/her powers in discharging his/her duties; and

2.1.12  Should be willing to exercise independent judgment and, if necessary, openly oppose if the vital interest of the Company is at stake.

2.2   Relationship with Various Stakeholders including but not limited to Shareholders, Employees, Creditors and Customers

2.2.1    Should be conscious of the interest of various stakeholders including but not limited to shareholders, employees, creditors and customers of the Company;

2.2.2    Should at all times promote professionalism and improve the competency of Management and employees; and

2.2.3    Should ensure adequate safety measures and provide proper protection to workers and employees at the workplaces.

2.3   Social Responsibilities and the Environment

2.3.1    Should adopt an objective and positive attitude and give the utmost cooperation for the common good when dealing with government authorities or regulatory bodies;

2.3.2    Should ensure the effective use of natural resources, and improve quality of life by promoting corporate social responsibilities;

2.3.3    Should be more proactive to the needs of the community and to assist in society-related programmes; and

2.3.4    Should ensure that the activities and the operations of the Company do not harm the interest and well-being of society at large.

The Code of Conduct and Ethics (“Code”) adopted by Amtel Group of Companies (“Company”) has been formulated to protect and enhance the Group’s reputation for honesty and integrity.

This section is applicable to all category of employee.

• Employees shall abide and guided by the Code principles, in all respects and at all times, conduct themselves with propriety and decorum.
• Discovery of events or acts questionable, fraudulent or illegal nature or which are in violation of the Code is to be reported to the Chairman or Group Managing Director.
• Breaches of the Code by the employee, especially where it is related to honesty, integrity and maintenance of ethical standards may constitute ground for dismissal or other punitive action.
• Employees of the Group should not at any time be guilty of any criminal or civil act or conduct that would cause damage to the Group’s reputation, its property or general interests.

This remuneration policy (“the Policy”) is designed with the objective of attracting, retaining and motivating experienced, qualified and high calibre Directors of Amtel Holdings Berhad (“the Company”) to support and drive the business strategies, long term objectives and values of the Group. The remuneration of Directors shall take into account the demands, complexities and performance of the Company as well as the skills and experience required and at the same time shall align with shareholders’ interests.

The Remuneration Committee (“the Committee”) is responsible for developing and implementing the Policy pertaining to the remuneration for Directors, whilst the Board of Directors (“the Board”) of the Company is responsible to approve the Policy.

The remuneration of the Executive Directors is made up of Directors’ fees, meeting attendance allowance, salaries, bonus and benefits-in-kind. The determination of the remuneration is based on the executive functions, responsibilities, merits, qualification, competency and experience, as well as the contributions and performance of each Director to the business.

The remuneration of Non-Executive Directors is made up of Directors’ fees, meeting attendance allowance, medical expenses and other claimable benefits for the purpose of carrying out their duties as Non-Executive Directors. The determination of the remuneration for Non-Executive Directors are based on their experience, qualification and level of responsibilities.

The Committee may call upon independent professionals to advise the latest development on industry practices, in respect of the remuneration of Directors.

The Committee shall recommend to the Board, the remuneration of Directors for the Board’s approval except that the Directors’ fees and meeting attendance allowance (for all Directors), medical expenses and other claimable benefits (only for Non-Executive Directors) are tabled to the Board for recommendation and thereafter to the shareholders at general meetings for approval. No Director shall participate or vote on the deliberations and decisions concerning his or her own remuneration.

The Committee shall discharge their responsibility on reviewing and monitoring the implementation of the Policy on a regular basis to reflect current best practices to the Company. The Committee shall further discuss on any amendments to the Policy as and when required and recommend the same to the Board for approval.