About Us

B.I.G. Industries Berhad, (“B.I.G.”) has been operating in East Malaysia for more than 30 years. B.I.G.  stands for Bintulu Industrial Gas. The Group established its business in 1982 in Miri, Sarawak. We were listed on the KLSE Second Board in 1995. Presently, we are listed on the Main Board of Bursa Malaysia Securities Berhad. B.I.G. is involved in

  • Manufacturing, distribution and marketing of industrial gases, provision of services and maintenance and trading in related products in Peninsular Malaysia, Sabah and Sarawak
  • Manufacturing, distribution and marketing of ready-mix concrete products and related services in Sabah
  • Property Development in Peninsular Malaysia, Sabah and Sarawak

 

Name of Company : B.I.G. INDUSTRIES BERHAD
     
Date of Incorporation : 20 March 1990
     
Date of Listing : 22 December 1995
     
Place of Incorporation : Incorporated in Malaysia
     
Registration No. : (199001003718 & 195285-D)
     
Principal Activity : Investment holding and provision of management services.
     
Registered Office : Lot 2225, Section 66, Jalan Dermaga, Pending Industrial Estate, 93450 Kuching, Sarawak.
     
Business Address : Lot 2225, Section 66, Jalan Dermaga, Pending Industrial Estate, 93450, Kuching, Sarawak.
     
Issued and Paid-up Capital : 63,481,704 Ordinary Shares.
    RM57,620,292.
     
Directors : Datuk Lee Chuen Wan (Independent Non-Executive Chairman)
    Choong Wye Lin (Executive Director)
    Lau Chia En (Senior Independent Non-Executive Director)
    Leong Kah Mun (Independent Non-Executive Director)
    Edeleen Binti Dell Akbar (Independent Non-Executive Director)
     
Financial Year End : 30 June
     
Auditors : Baker Tilly Monteiro Heng PLT
     
Principal Bankers : Al Rajhi Banking & Investment Corporation (Malaysia) Bhd
    Malayan Banking Berhad
     
Share Registrar : Tricor Investor & Issuing House Services Sdn Bhd
    Unit 32-01, Level 32, Tower A
    Vertical Business Suite
    Avenue 3, Bangsar South
    No. 8, Jalan Kerinchi
    59200 Kuala Lumpur
     
Stock Exchange : Bursa Malaysia Securities Berhad
    Main Market
     
Stock Name : BIG
     
Stock Code : 7005

 

 

Audit Committee : Leong  Kah Mun (Chairman)
    Lau Chia En (Member)
  : Edeleen Binti Dell Akbar (Member)
    Terms of Reference
Nomination Committee : Lau Chia En (Chairman)
    Leong Kah Mun (Member)
  : Edeleen Binti Dell Akbar (Member)
    Terms of Reference
Remuneration Committee : Edeleen Binti Dell Akbar (Chairman)
    Lau Chia En (Member)
    Leong Kah Mun (Member)
  : Terms of Reference

 

B.I.G.INDUSTRIES BERHAD 199001003712 (195285-D)
(Incorporated in Malaysia)

 

BOARD CHARTER

 

1. INTRODUCTION

 

1.1     In compliances to the Malaysian Code of Corporate Governance (as at 28 April 2021) issued by the Securities Commission Malaysia, Companies Act 2016, Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”) and applicable laws, rules and regulations in Malaysia, the Board Charter sets out the governance, roles, functions, compositions, strategies, operations and processes of the Board of Directors of B.I.G. Industries Berhad (“the Board”), thus ensuring that all Board members acting on behalf of B.I.G. Industries Berhad (“the Company”) are aware of their duties and responsibilities as Board members.

 

1.2    The Board Charter shall constitute and form an integral part of each Director’s duties and responsibilities, and shall collectively meeting the objective and goal of the Company.

 

2. BOARD OF DIRECTORS

 

2.1    The Board will exercise its powers as conferred on it by the Constitution of the Company, the Companies Act 2016 and any other relevant legislations.

 

The Board is entrusted with the following duties and responsibilities:

a) Ensuring strategic action plans in supporting long term value creation including strategies on economic, environmental and social considerations particularly underpinning sustainability and policies.

b) Taking responsibility for the governance of sustainability including setting and implementing sustainability strategies, priorities and targets.

c) Reviewing, challenging and deciding on management’s proposals and monitoring its implementation. Assessing management performance to safeguard the business is being property managed.

d) Promoting good corporate governance culture which reinforces ethical, prudent and professional behaviour.

e) Identifying and understanding principal risks and ensuring the implementation of appropriate systems to manage these risks.  Recognising that business decisions involve taking of appropriate risks.

f) Setting risk appetite within which management operates with an applicable risk management framework for identify, analysing, evaluating, managing and monitoring significant financial and non-financial risks.

g) Ensuring that senior management is equipped with the required skills and experiences and a succession plan for the Board and senior management.

h) Implementing an effective investor procedures for communication with stakeholders.

i)  Understanding financial statements and forming a view on the information presented and ensuring integrity of the financial and non-financial reporting.

j) Reviewing the adequacy and integrity of the system/framework of internal control, risk management, management information, and any other systems/frameworks in compliance with applicable laws, regulation, rules, directives and guidelines.

 

3. COMPOSITION

 

3.1     The Board comprises Executive Director and Independent Non-Executive Directors with a diverse range of skill, knowledge, experience, integrity, professionalism, perspective, background, age, gender, ethnic, and insights.  The number of Directors shall not be less than two (2) or more than fifteen (15) in the Company.  The Board consists of at least two (2) or one-third (1/3), whichever is higher Independent Directors as per the Listing Requirements. 30% of the Board shall be female Directors.  All Directors shall retire from office once at least in each three (3) years, but shall be eligible for re-election.

 

3.2     The Independent Directors ensure all matters are reviewed with objectivity, balance and fairness with impartial consideration. They provide independent judgement and objectivity without being subordinated to operational considerations in ensuring the interests of all stakeholders.  To act independently of management other than just focusing on their background and current activities which qualify them as Independent Directors. A board comprising a majority of Independent Directors will allow more effective oversight of management.

The tenure of an Independent Director should not exceed a cumulative term of nine (9) years.  To retain as Independent Director beyond nine (9) years up to a limit of twelve (12) years, the Board will assess and provide justification for an Independent Director to seek annual shareholders’ approval through a two-tier voting process. Otherwise, the subject Independent Director may continue to serve as a Non-Independent Director.

 

3.3    The Senior Independent Director (“SID”) chairs the Nomination Committee.  The SID also acts as a sounding board for the Chairman, an intermediary for other Directors when necessary, and a contact person for shareholders and other stakeholders with their concerns.

 

3.4     Individual Directors have to act in good faith with integrity, care and diligence subject to business judgement rule.  They have to avoid any conflicts of interest, insider trading, to disclose and abstain from voting on matters with personal interest, and not to take improper advantage of the position of Director by making use of information gained or obtained.

 

3.5    The Nomination Committee (“NC”) considers candidates from various approaches and sources for appointment of Directors base on objective criteria; merit; and diversity in skills, experience, age, gender and cultural background. The NC reviews the tenure of each Director, mix and the effectiveness of the Board and committees annually.  In addition, the NC evaluates the Director’s existing board positions held, independence, tenure, performance, commitment, contribution, and any existing or potential conflict of interest especially for re-election / re-appointment of Directors annually.

 

4. CHAIRMAN,EXECUTIVE DIRECTOR AND BOARD

 

4.1    The positions of the Chairman of the Board and Executive Director are held by different individuals to promote balance of power and authority, increase accountability, facilitate the division of responsibilities and greater capacity for independent decision making. The Chairman is not a member of the Audit Committee, NC or Remuneration Committee.

 

4.2    The Chairman is responsible for providing leadership for an effective Board, leading good corporate governance practices, setting of board agenda and ensuring active participation in discussion of board agenda with adequate time allocation and timely supply of accurate information, managing the interface between the Board and management.  He leads and ensures that the Board and general meetings are conducted efficiently with active participation and maintaining an effective communication with stakeholders wherein their views are communicated to the Board. Also, he promotes constructive and respectful relations between the Board members, management, internal and external stakeholders.

 

4.3    With the assistance of the heads of operations and management, the Executive Director is responsible for the management and running of the day-to-day operations of the business and resources of the Group. The Executive Director is in-charged of policy direction, development of business strategies, efficient and effective operations, pursuing beneficial business opportunities and implementation of short and long terms plans. Also, the Executive Director is required to report the Group’s performance regularly to the Board, to carry out the Board’s mandate, to implement the Group’s strategies and to account for the long-term interests of stakeholders. The Executive Director has to exercise and discharge power and duties responsibly and effectively with full commitment, professional skill, due care and diligence.

 

4.4     Keys matters reserved for the review and approval of the Board include material corporate plans; strategic direction; change in the nature of business; material acquisition and/or disposal, investment and capital expenditure; issuance of new shares; corporate restructuring; annual and quarterly financial results; changes in Directors and board committees; risk management and internal control; corporate guarantee; and delegation of specific functions and authorities to its committees, individual Director or management.   The Board exercises collective oversight of the board committees and management.

 

5. COMMITTEES

 

5.1     The Board may from time to time establish appropriate committees for assistance in carrying out its fiduciary duties and responsibilities.  Specific terms of reference are set out for each committee respectively and published on the Company’s website. The following board committees have been established in the Group:

  1. Audit Committee.
  2. Nomination Committee.
  3. Remuneration Committee.

 

5.2     These board committees are designed to discuss, consider and perform specific matters and recommend to the Board.  The Audit Committee, Nomination Committee and Remuneration Committee report directly to the Board of their activities and recommendations.

 

5.3     The Company has established a Risk Management Committee comprises a majority of Independent Directors to oversee the Company’s risk management framework and policies. The Risk Management Committee reports directly to the Audit Committee of its activities particularly on key risks such as strategic, compliance, financial, operation, reputation, bribery, and other (natural disaster, accidents and malware attack). These risks are evaluated and controls are to put in place to mitigate or manage risks.

 

5.4    The Chairman of all the committees shall attend general meetings of the Company and provide meaningful responses to any questions addressed to them.

 

6. MANAGEMENT

Management is responsible for the management of the business and operations of the Group; implementation and execution of approved operation plans, strategies, code of conducts and policies.  It supplies appropriate information to the Board in the discharge of the Board’s duties and respond any queries or enquiries from the Board.

 

7. ACCESS TO INFORMATION

The Chairman ensures that all Directors have full and timely access to the information in advance of meetings which is necessary for deliberation at the meetings and decision making.  Directors have direct communications with senior management and employees and access to the necessary information within the Group.  They are allowed to seek and obtain independent professional advices and services, if necessary, in the discharge of their duties and responsibilities at the Group’s expenses.

 

8. MEETING AND REPORTING

 

8.1     Board members meet at least five (5) times annually. A seven (7) days’ notice of the Board meeting shall be given to the Directors except in the case of emergency whereby reasonable notice shall be deemed sufficient. Information and materials required for meetings are sent out to the members at least five (5) business days before the meetings. The quorum necessary for the transaction of the business of the Directors and board committees shall be two (2) and for the Audit Committee meeting it must be two (2) Independent Directors.

 

8.2     All Board members must attend at least 50% of the total number of Board meetings in a financial year. Meetings of the Board could be held by means of telephone, video/telephone conference or other telecommunication facilities that enable persons to participate in the meeting to communicate with each other.   Proceedings of meetings are recorded and signed by the Chairman or Chairman of the meetings.  The Board is allowed to pass resolution by way of circulation without holding a meeting.

 

8.3     All Directors and relevant senior management personnel may attend annual general meeting of the Company. Any members could participate in a meeting of members physically or/and through any technology or methods that could enables members to participate and vote at the meeting. General meetings are supported with interactive engagement and discussion on financial and non-financial performance of the Group between the Board or senior management and shareholders.

 

8.4     Each Board member shall disclose/declare his/her shareholding and interest, and interest in any contract or proposed contract with the Group in compliance with the Companies Act 2016, Listing Requirements and other legislations. Members will not deliberate and vote on the subject matters or resolutions which they are directly or indirectly interested.

 

8.5    Each Director shall at all times take all necessary precautions to strictly maintain confidentiality of information.

 

9. DIRECTORS’ REMUNERATION

 

9.1    The level of remuneration pays to Directors is determined by the Board after considering the recommendations of the Remuneration Committee in view of relevant factors including the required skills, experiences, functions and responsibilities involved. The remuneration of Executive Director needs not be determined by members unlike the Non-Executive Directors.

 

9.2    The remuneration of the Executive Director consists of salary; award; allowance; benefit-in-kind; and employer’s contribution to the Employees Provident Fund, Social Security Organisation and Employment Insurance Scheme; is based on individual responsibilities and performance, operational and financial performance of the Group.  It does not include a commission on or percentage of turnover.

 

9.3    Fees payable to Independent Directors shall be a fixed sum, and should not conflict with their obligations in bringing objectivity and independent judgement.

 

10. DIRECTORS’ TRAINING

Directors must attend any prescribed training programmes by Bursa Malaysia Securities Berhad and continuous training or professional development programmes to enable them to enhance their skills, knowledge, and keep abreast with relevant issues and new developments in order to  effectively discharge  their  duties and actively  participate in the Board deliberations. The Board members shall collectively or individually assess their training requirements from time to time. Programmes or trainings that are attended by the Directors during the financial year will be disclosed in the Annual Report.

 

11.    WHISTLEBLOWING POLICY

A Whistleblowing Policy is adopted by the Board to promote good business conduct and maintain a healthy corporate culture with fairness, integrity and transparency in the Group. It provides a proper avenue or channel for employees and members of public to report any malpractice, wrong conducts and/or violation to prevent abuse of power, misbehaviour and/or corruption in the Group.

 

12. CODE OF CONDUCT

A Code of Conduct has been formulated to enhance the standard of corporate governance and promote ethical conduct of the employees and Directors of the Group.  It sets out the important principles and expectations in complying with the ethical values of business standards and personal conduct dealings with internal and external parties, insider trading, conflict of interest, money laundering and corporate social responsibilities.

 

13.    ANTI-BRIBERY POLICY

The Group has adopted an Anti-Bribery Policy to uphold its commitment to high and good moral standards in all its business activities in preventing bribery and corruption, and in compliance with the applicable laws and regulations.

 

14.    FIT AND PROPER POLICY

The Company has published on its website a fit and proper policy (“Fit and Proper Policy”) for the appointment and re-election of Directors of the Company and its subsidiaries.  The Fit and Proper Policy guides the Nomination Committee and the Board on the appointment and re-election of  Directors to ensure that  each of its Director has the character, experience, integrity, competence and time to effectively discharged his/her role as a Director

 

15.    REVIEW OF CHARTER

The Board Charter has been endorsed by the Board and is subject to review by the Board from time to time, to ensure that the Company remains at the forefront of best practices in corporate governance.

The Board shall review the Board Charter periodically and make any changes as and when deems necessary.  It is available at the Company’s website at www.bigind.com.my.

 

 

B.I.G.INDUSTRIES BERHAD 199001003718 (195285-D)
(Incorporated in Malaysia)

 

FIT AND PROPER POLICY

 

1. OBJECTIVE

1.1    The Fit and Proper Policy (“Policy”) serves as a guide to the Nomination Committee and the Board of Directors (“Board”) in their review and assessment of potential candidates for appointment onto the Board and Directors who are seeking for re-election for the Company and its subsidiaries.

1.2    The Policy is formulated in compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”) and other regulatory requirements.

1.3    The fit and proper criteria will ensure that each of the Directors has the character, integrity, experience, competence, time and confidence to stand up for a point of view to effectively discharge his/her role as a Director.

 

2. FIT AND PROPER CRITERIA

2.1    The general criteria in relation to the Policy include but are not limited to the following:

2.1.1 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.
  • has not been reprimanded or disqualified or removed by a professional or regulatory body in relation to matters pertaining to the person’s honesty, integrity or business conduct.

(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/her 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. that he/she has held) in a manner that contravenes the principles of good governance and professional ethics.

(c)  Financial integrity

  • manages personal debts or financial affairs satisfactorily.
  • demonstrates ability to fulfil personal financial obligations as and when they fall due.

(d)  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 for the past 10 years.
  • 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.

2.1.2 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 business and 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 experience and expertise

  • 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.

2.1.3 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 judgement after hearing the view of others.

 

3. APPOINTMENT AS DIRECTOR OR RE-ELECTION OF DIRECTOR

3.1    For new appointment as Director, the Nomination Committee shall assess a candidate within the fit and proper criteria as set out in the above item 2 before recommend him/her to the Board for consideration and approval.

3.2     For re-election of Director, the Director will be evaluated based on the annual evaluation form that includes the fit and proper criteria. This will ensure the Director’s fitness and propriety. The Nomination Committee shall then recommend the re-election of the retiring Director to the Board for approval.

 

4. REVIEW OF THE POLICY

The Nomination Committee shall review the Policy regularly and recommend to the Board any amendments that may be deemed necessary in compliance with the Listing Requirements and any other regulatory requirements.

 

 

Table of Content

 

PART I – OVERVIEW

  1. Purpose
  2. Scope and Definition
  3. Amendments to the Code
  4. Declaration of Compliance
  5. Responsibility and Compliance with the Code
  6. Reporting of Violations of the Code

 

 

PART II – CODE OF CONDUCT

SECTION A: WORKPLACE CULTURE

  1. Equal Opportunity and Non-discrimination
  2. Workplace Safety and Health
  3. Violence and Weapon
  4. Harassment, Threat and Violence
  5. Drug, Alcohol and Prohibited Substances
  6. Activities Out of Working Hours

 

SECTION B: DUTIES OF GOOD FAITH, DILIGENCE AND INTEGRITY

  1. Conflict of Interest
  2. Accepting and Providing Gifts and Entertainment
  3. Purchasing and Procurement
  4. Bribery and Corruption
  5. Insider Trading
  6. Money Laundering and Tax Evasion
  7. Political and Charitable Contributions
  8. Relative of Employees
  9. Corporate Social Responsibilities
  10. Environment protection and energy saving
  11. Compliance with Laws

 

SECTION C: COMPANY INFORMATION, RECORDS AND ASSETS

  1. Data Integrity and Data Protection
  2. Protection and Use of Company Assets and Resources
  3. Records and Reporting
  4. Proprietary and Confidential Information
  5. Use of Social Media

 

 

PART I – OVERVIEW

1. Purpose

 

This Code is to be read together with the B.I.G. Group Whistle Blowing Policy, Anti-Bribery Policy and Anti-Bribery Management System Guidebook (ABMS Guidebook)

 

This Code sets out the important principles and expectations to guide Employees in complying with the ethical values of business standards and personal conduct dealing with internal and external parties.

 

It is important to be aware that this Code is not a comprehensive guide that covers every ethical situation and cannot anticipate every situation which may morally or ethically compromise the Employee or the Group. In this regard, the Group expects its Employees to use their professional and sound judgment. In the event that there are differences between applicable laws and regulations, and the standard set out in this Code of Conduct, the highest standard consistent with applicable local laws shall be applied. In case of any ambiguity, the Employee shall consult and seek guidance from their immediate superior or Human Resource Department.

 

Employees are encouraged to consult with their immediate superior or Human Resource Department when there are issues or questions regarding compliance with the Code. Any evidence of violation to this Code or applicable laws are to be reported and reporting of factual violations shall never serve as a basis for disciplinary action.

 

2. Scope and Definition

2.1 This policy applies to all directors and employees of B.I.G Industries Berhad and its subsidiaries (collectively, “B.I.G Group”), including full-time or part-time employees, employees on probation, trainees and interns, employees on secondment and personnel on fixed-term contracts (collectively, “Employees”).

2.2  The B.I.G. Group business partners, consultants, vendors, distributors, business associates, independent contractors and stakeholders are also expected to agree to follow all applicable policies under this Code in which B.I.G. Group operates in.

2.3 “B.I.G.” denotes B.I.G. Industries Berhad or the Company.

2.4 “B.I.G. Group” or “Group” shall include B.I.G and its subsidiaries.

2.5 “Board” means Board of Directors of B.I.G.

2.6  “Head of Division”, “Head of Department” or “Head of Branch” denotes an individual employed within B.I.G Group and is responsible in managing all operational matters of the Division, Department or Branch.

3. Amendments to the Code

Updates or amendments to this Code may be made from time to time to be in line with any change in applicable laws and regulations, or changes to the Group’s vision and mission or other relevant factors. Employees shall be informed of any update or amendment to the Code.

 

4. Declaration of Compliance

Employees shall be requested to confirm that they have read, understand its content and agreed to comply with its terms throughout their employment or tenure with B.I.G. Group.

 

5. Responsibility and Compliance with the Code

 

5.1 Employees are to read, understand and comply with this Code at all times.

5.2 Employees are responsible to act in accordance with the policies, principles and guidelines detailed in this Code, and any update or amendment which may be issued from time to time by B.I.G. Group.

5.3 Employee shall be responsible to report violations or suspected violations of this Code and support the implementation of this Code. Any violation or suspected violation on this Code shall be reported to the Chairman of the Board (in the case of any Director) or the Employee’s Head of Division or the Group Human Resources (in the case of any Employee) or such other officer designated by the Group from time to time.

5.4 All Head of Division, Department and Branch are expected to take the appropriate and necessary steps to comply with this Code and to ensure that their team(s) have the information, guidance and support to comply with this Code as well as all relevant policies and procedures.

5.5 Non-compliance with this Code shall be treated seriously and may result in disciplinary action, including the possibility of suspension or dismissal, and if warranted, legal proceedings against the Employee. Violation of applicable laws may subject the Employee to civil and/or criminal penalties imposed by a governmental agency or a court, in addition to disciplinary action.

5.6 Employees who disregards or violates a provision of this Code, condones or knowingly fails to report a possible violation, deliberately makes a false report or fails to cooperate fully in any investigation of any violation, shall be subject to disciplinary action, up to and including the punishment of dismissal. In addition, disciplinary action may also be taken against any Employee who through lack of diligence or supervision, fails to prevent or report violations.

5.7  B. I.G. Group also expects all vendors, suppliers, contractors and their respective subcontractors and stakeholders to comply with this Code in their dealing with B.I.G Group. The selection of the aforementioned must be based on the track records, quality of their products and past services.

6. Reporting of Violations of the Code

6.1 Each Employee has the obligation to expeditiously report any violation or suspected violation of this Code, any other Group policy or applicable law, rules or regulation, in order to protect the Group, its stakeholders, its Employees and its customers or clients.

6.2 In the event an Employee obtained any information with respect to any such violation or suspected violation, the Employee is to report such information to Immediate Superior, Head of Division or bring the matter to the attention of the following where appropriate:

6.2.1 Executive Director

6.2.2 Head of Division

6.2.3 Head of Branch or Head of Department

6.2.4 Group Human Resources

6.3 All such submissions shall be treated confidentially to the extent reasonably practicable.

 

 

PART II – CODE OF CONDUCT

 

SECTION A : WORKPLACE CULTURE

 

1. Equal Opportunity and Non-discrimination

 

B.I.G. Group upholds the principle of diversity of workforce, equal opportunity, non-discrimination and fair treatment in all aspects of employment, including recruitment and hiring, compensation and benefits, working conditions, training, rewards and recognition, career development and retirement.

 

Employees must strive to create a workplace where everyone is treated fairly and equally, which is free from discrimination or harassment based on race, religion, political opinion, membership in political group, gender, sexual orientation, marital status, national origin, disability, age or other factors that are unrelated to the Group’s legitimate business interests.

 

2. Workplace Safety and Health

 

B.I.G. Group is committed to provide a safe and conducive work environment, prevent injuries and illness and promoting safety practices to all Employees. Training shall be provided to Employees for their understanding on awareness of safety and occupational health policies and procedure in the work place, safety obligations and the compliance requirements on safety regulations.

 

Employees are required to comply with the safety and health regulations and instructions issued from time to time. Any Employee who falls to comply with the regulations and instructions shall render himself / herself liable for disciplinary action.

 

Any injury suffered in an accident at work must be reported to the Head of Division and / or Head of Operations and Engineering immediately for necessary action.

 

Safety at the work place is everyone’s responsibility.

 

3. Violence and Weapons

3.1 No Employee shall threaten or use violence to restrain, coerce or intimidate any persons in or outside B.I.G. Group.

3.2 It is the Group’s policy to prohibit the possession of weapons or dangerous goods that potentially caused harm to other person on all Group’s premises, worksites and at all functions sponsored by the Group except designated personnel authorised by the Police Department to carry firearms.

 

4. Harassment, Threat and Violence

 

B.I.G Group seeks to provide a work environment where Employees are treated with respect and free from of harassment, threat, intimidation, violence, unwelcome sexual advances, abuse of position of authority, inappropriate dressing in violation of the Group’s dress code, possession of weapons of any type or any other inappropriate behavior.

 

Employees are to be responsible and any grievances shall be investigated with appropriate action to be taken to curb such conduct and prevent future occurrences.

 

5. Drug, Alcohol and Prohibited Substances

 

Employees are expected to perform their duties free from the influence of any substance that could impair job performance or pose unacceptable safety risk to the Employee or others. B.I.G Group therefore prohibits working under the influence of alcohol, illegal drugs or controlled substances. In addition, the use, possession, distribution or sale of alcohol, illegal drugs or other controlled substances in the workplace (other than for approved medicinal purposes) is strictly prohibited.

 

There may be Group sponsored events or functions where the serving of alcoholic beverages is permitted. In these cases, all appropriate liquor laws must be complied with.

 

Employees who are found to work under the influence of illegal substance or have unauthorised possession of such illegal substances within the Group’s premise are deemed to have committed an act of misconduct which may render them to strict disciplinary action, including dismissal.

 

6. Activities Out Of Working Hours

 

Employees shall be representing the Group at anytime and anywhere during employment; hence, Employees are advised to act courteously and refrain from any acts that shall create negative image on Group whether during or out of working hours, especially Employees who are wearing the Group’s uniform and/or carrying any items with the Group’s logo that represent the Group’s brand name.

 

SECTION B: DUTIES OF GOOD FAITH, DILIGENCE AND INTEGRITY

 

 1. Conflict of Interest

 

To be read together with Section 6 of the Anti-Bribery Policy and Section W of the ABMS Guidebook

 

1.1 Employees have an obligation to act in the best interest of B.I.G Group at all times. All Employees must avoid and/or declare any situations, activities or relationships which might conflict with the legitimate business interests of the Group. Such a conflict shall exist where an Employee compromises his or her ability to act with total objectivity with regard to the Group’s business interests.

1.2 An Employee shall be considered to have a conflict of interest when his/her personal interests or activities:-

1.2.1 influence his/her judgment when acting on behalf of the Group;

1.2.2 hinders or interferes the performance of the Employee;

1.2.3 result in the Employee obtaining personal gain by using his/her position in the Company or the Group’s information or assets;

1.2.4 result in the Employee obtaining personal gain by conducting the Company’s business with family members;

1.2.5 jeopardise the Group’s reputation; or

1.2.6 result in the Employee competing with the Company’s business or diverting business from the Group.

 

1.3 Employee shall avoid conflicts of interest whenever possible. If any Employee has any doubt about whether an activity may create a potential or actual conflict of interest, the Employee is obliged to disclose the conflict promptly to the Chairman of the Board (in the case of any Director) or the Company’s Director, Group Human Resources or Employee’s Head of Division (in all other cases) so that a determination can be made as to the existence and seriousness of an actual conflict. When in doubt, Employees shall adopt the highest standard of conduct.

 

1.4 Employees are prohibited from using their position or knowledge gained directly or indirectly in the course of their duties and responsibilities or employment for private or personal advantage.

 

1.5 Employees shall not have a financial interest in any organisation that the Group conducts business with or compete with if that interest results in or appears to present a conflict of interest situation for the Employees with the Group.

 

1.6 An Employee or relative of an Employee must not have any direct or an indirect ownership or other interest in any supplier of goods or services to the Group, any customer of the Group, or any competitor of the Company, unless it has been disclosed and written consent has been obtained from the Board of Directors. All such relationships are subject to the relevant disclosures and written consent on a case by case basis.

 

1.7 If any Employee becomes aware of a business opportunity that might fall within the Group’s business purpose and practice, the Employee must not take advantage of this opportunity for personal gain and must inform their immediate superior or Head of Division of the said business opportunity.

 

2. Accepting and Providing Gifts and Entertainment

 

To be read together with Section 3 of the Anti-Bribery Policy and Section F of the ABMS Guidebook

 

As a general rule, Employees are discouraged from giving or accepting gifts, entertainment or other benefits to or from business partners. Under no circumstances is it acceptable to offer, give, solicit, receiving any forms of bribe, kickback or gratuities. This applies to all B.I.G. Group transactions, even where the practice is widely considered as “a way of doing business”. B.I.G. Group expects its Employees to compete fairly and ethically for all business opportunities. Notwithstanding this, B.I.G Group recognizes that the occasional acceptance or offer of modest gifts and entertainment may be a legitimate custom or practice in business relationships.

 

The following guidelines shall be observed:

 

2.1 Employees shall not give or accept gifts or any other benefit or privilege that would in any way influence or appear to influence any business decision or gain an unfair advantage.

2.2 The situation in which the gifts, entertainment and other benefits is received or given shall not be connected with contractual negotiations, awards or similar circumstances.

2.3 Employees may provide meals, refreshments or entertainment to customers, contractors, suppliers, public officials provided that is done with approval, in the ordinary and proper course of business and could not reasonably be seen as bribes or improper encouragement. All such expenditures must be properly recorded in the books and records of the Company.

2.4 Employees must not offer gifts, commissions, gratuities or other payments to prospective or existing customers, contractors, suppliers or public officials in contravention of the provisions in the Anti-Bribery Policy and ABMS Guidebook.

 

3. Purchasing and Procurement

 

To be read together with Section E and I of the ABMS Guidebook

3.1 All procurement and purchasing decisions shall be based solely on the Group’s best interest, covering product or services suitability, pricing, delivery and quality. Due considerations shall be given to:-

3.1.1 Treating all suppliers, contractors or service providers fairly.

3.1.2 Confidentiality by ensuring that no information being disclosed during the quotation compilation process.

3.1.3 Obtain at least two or more quotations from different supplier, service provider or contractor.

3.1.4 Other operational considerations as advised by the respective business units.

3.2 All procurement or purchasing agreements shall document services or products to be provided with specific deliverable milestones to enable independent verification when the need arises.

 

4. Bribery and Corruption

 

To be read together with the Anti-Bribery Policy and the ABMS Guidebook

 

B.I.G Group is committed to acting professionally, fairly and with integrity in all its business dealings and relationships wherever it operates and in implementing and enforcing effective systems to counter bribery and corruption.

 

Employees shall not offer, give, solicit or accept any bribes in order to achieve any business or personal advantage for themselves or others or engage in any transaction that contravene any applicable anti-bribery or anti-corruption laws.

 

Employees shall be cognizant of the fact that bribes may be in any form, monetary or otherwise including but are not limited unauthorised remuneration such as referral fee, commission or other similar compensation, material goods, services, gifts, business amenities, premiums or discounts of an inappropriate value or of an unreasonable level or that are not generally offered to others or that prohibited by law or may reasonably be viewed as having crossed the boundaries and lawful business practice.

 

Prior to giving or accepting any business amenity or other gifts (in whatever or value), Employees shall assess the appropriateness of their actions by assessing if the action could influence or could reasonably give the appearance of influencing the business relationship of B.I.G. Group with that organisation or individual or any business decision arising out of that business relationship.

 

5. Insider Trading

 

Employees who are in possession of market sensitive information are not allowed to trade in securities of the Group or its subsidiary any information that has not been made public. In the context of Malaysian law, insider trading is an offence defined under the Capital Market and Services Act 2007. The laws of other country on insider trading may be applicable in the context of inside information concerning Company listed outside of Malaysia.

 

Employees are also prohibited from disclosing any non-public price sensitive information to any third party. Employees must ensure that all transactions in the Company shares comply with the procedures set out in the Bursa Malaysia Listing Requirements and the law on insider trading.

 

6. Money Laundering and Tax Evasion

 

Money laundering is a process by which persons or groups try to conceal the proceeds of illegal activities or try to make the sources of their illegal funds look legitimate. Money laundering is an offence under the Anti-Money Laundering and Anti-Terrorism Financing Act 2001 in Malaysia.

 

Employees shall always ensure that they are conducting business with reputable customers, for legitimate business purposes and with legitimate funds. Employees need to be mindful of the risk of B.I.G Group’s business being used for money laundering activities and tax evasion. If any Employee suspect money laundering activities or tax evasion, it shall be reported to their immediate superior or head of division.

 

7. Political and Charitable Contributions

 

To be read together with Section 3 of the Anti-Bribery Policy and Section G and H of the ABMS Guidebook

 

Employees shall not use the B.I.G. Group’s funds and resources to make contributions to any political campaign, political party, political candidate or any of Employee’s affiliated organisations.

 

8. Relative of Employees

 

Employees shall disclose to the Group if any relative provides any form of goods or services direct or indirect to the Group, or is a competitor, vendor, business partner, contractor or consultant to the Group. Employees shall avoid or abstain from participating in or making decisions on any deal involving Employee’s relative.

 

If Employee’s relative is competitor or supplier of B.I.G. Group or is employed by one, Employees are expected to exercise extra caution in their communication and conduct to ensure the security and confidentiality of information important to the Group and to avoid and/or create a conflict of interest situation.

 

The definition of “relative” according to MACC Act 2009 comprises

  • Employee’s spouse,
  • brother or sister of the Employee
  • brother or sister of the spouse of the Employee
  • lineal ascendant or descendent of the Employee
  • lineal ascendant or descendent of the spouse of the Employee
  • lineal uncle, aunt or cousin of the Employee
  • The son in-law or daughter in-law of the Employee.

 

9. Corporate Social Responsibilities

 

B.I.G Group is committed to be a responsible corporate organisation. Employees shall recognize the importance to integrate corporate business values and operations to meet the expectation of shareholders. Employees shall develop and participate in community programs which enhance the quality of life especially those related to healthcare, education, sports and the environment.

 

10. Environment protection and energy saving

 

B.I.G believes in building a sustainable future. Employees shall endeavour to work with contractors to ensure products are delivered in a socially and environmentally responsible manner. Employees shall dispose of site wastes in proper and environment friendly manner, and using energy in responsible and efficient manner.

 

11. Compliance with Laws

 

B.I.G Group is committed to do business the right way, by acting ethically and consistently with this Code, its policies and all applicable laws, rules and regulations. Employees have a continuing obligation to familiarize themselves with applicable laws relating to their responsibilities and B.I.G Group policies.

 

SECTION C: COMPANY INFORMATION, RECORDS AND ASSETS

 

1. Data Integrity and Data Protection

 

B.I.G Group has put in place the Consent Personal Data Protection Form and Employees shall be required to completed the consent form for record, manage, store and transfer necessary data and records in compliance with applicable legal, tax, regulatory and accounting requirements.

 

All B.I.G Group’s computer and other information and communication technology (“ICT”) facilities must be safeguarded against theft, damage and improper usage. B.I.G Group does not permit the usage of ICT facilities involving sensitive and illegal matters, infringement of intellectual property rights, unauthorised access, misuse of the Group’s time and resources and risking of the integrity of B.I.G Group’s ICT facilities.

 

Employees must take measures to avoid unauthorised disclosure, e.g. by securing access to confidential records. Communication or disclosure of confidential, proprietary or personal information to competitors, customers, supplier, consultants, service providers, trade associations or other third parties are to be with authorisation by B.I.G Group Board of Directors or its representative whereby a non-disclosure agreement has been signed. Confidential, proprietary or personal information or ideas received from third parties shall not be used, processed, disclosed or communicated unless the third party’s consent has been obtained and the appropriate safeguards are in place. Any confidential, proprietary or personal information must not be disclosed or discussed outside the scope for which the information was provided.

 

2. Protection and Use of Company Assets and Resources

 

B.I.G. Group provides Employees a variety of resources and assets including licensed software for Employees to deliver their work. Employees shall safeguard and make proper and efficient use of the assets and resources in compliance with all applicable laws, company policies and licensing agreements, and take all necessary steps to prevent loss, damage, misuse, theft, fraud or destruction of B.I.G Group assets and resources.

 

3. Records and Reporting

 

B.I.G Group has sets out the time period to retain and destroy data and records, based on the specific statutory and regulatory requirements, some of which are specific to particular business operations or functions. Employees are responsible to retain and store proper records in compliance with Group’s policy, legal and regulatory requirements.

 

4. Proprietary and Confidential Information

 

Employees are required to protect B.I.G Group’s confidential information and guard them against unauthorised disclosure or use. Employees are also required to protect confidential information of third party which Employees have access to in the course of their work. Confidential information includes, but are not limited to, data and technical know-how, business plan and budget, product design, customer list and information, information on current and future projects and work processes, and any non-published financial or other data. Unless required by law or authorised by the Group, Employees shall not disclose confidential information or allow such disclosure or use confidential information for unauthorised purposes. This obligation continues beyond the termination of employment.

 

5. Use of Social Media

5.1 Employees are to exercise good judgement and personal responsibility whenever using personal social media sites and tools.

5.2 Employees are expected to be respectful and professional when using a personal site or account that may enable the identification as an Employee of the Group

5.3 Employees are strictly prohibited from disclosing the Group’s non-public or confidential information and/or engaging rumours or speculations about the Group in your personal social media activities.

Anti-bribery Policy

 

Established in accordance with Section 17A (5) of The Malaysian Anti-Corruption Commission Act 2009 (Act 694) / The Malaysian Anti-Corruption Commission (Amendment) Act 2018 (Act 694) (Hereinafter referred to as “MACC Act 2009”) and Chapter 15 Bursa Listing requirement on Corporate Governance (Chapter 15 Paragraph 15.29).

 

B.I.G. Industries Berhad and its subsidiaries (hereinafter referred to as “the Group”) is committed to uphold good corporate governance, conduct our business in an honest and ethical manner in full compliance with applicable laws, regulations and standards in letter and spirit.

 

In line with this commitment, the Group’s anti-bribery programme is based on a policy of zero tolerance of bribery and corruption in conducting our business.

 

This is a clear, written statement that the Group prohibits bribery and that it does not tolerate its directors, management, employees, business partners and third parties in their relationship with the Group, being involved in bribery, whether by offering, promising, soliciting, demanding, giving or accepting bribes or behaving corruptly in the expectation of a bribe or an advantage.

 

Directors, management, employees will be subjected to disciplinary action and/or prosecution and the Group reserves the right to terminate any relationships with business partners and third parties for any breaches of the Group’s Anti-Bribery Policy.

Business partners or associated persons of the Group are responsible for reading, understanding and abiding by this policy, observing and upholding the same zero tolerance position on bribery and corruption.

 

It is important to be aware that this Code is not a comprehensive guide that covers every ethical situation and cannot anticipate every situation which may morally or ethically compromise the employee or the Group. In this regard, the Group expects its employees to use their professional and sound judgment. In the event that there are differences between applicable laws and regulations, and the standard set out in this Code of Conduct, the highest standard consistent with applicable local laws shall be applied. In case of any ambiguity, the employee should consult and seek guidance from his or her immediate superior or Human Resource Department.

 

Employees are encouraged to consult with colleagues when there are issues or questions regarding compliance with the Code. Any evidence of violation to this Code or applicable laws are to be reported and reporting of factual violations shall never serve as a basis for disciplinary action.

 

 

Reporting Channel

 

The Group has put in place the Whistle Blowing Policy to provide an avenue which serves as a confidential platform to disclose any acts of bribery and/or corruption in a confidential manner that protects the Whistle Blower from any risk or reprisals via Email at  whistleblowing@bigind.com.my or by mail or other physical deliveries at 19-D, 4th Floor Block 2, Worldwide Business Center, Jalan Tinju 13/50, Section 13, 40675 Shah Alam, Selangor.

B.I.G Industries Berhad

Anti-Bribery Management System

Table of Content

 

PART I – INTRODUCTION

1.1 Purpose

1.2 Relevant Laws

1.3 Implementation

1.4 Other Policies

 

PART 2 – SCOPE

2.1 I.G. Group-Wide

2.2 Employees

2.3 Associated Parties

 

PART 3 – POLICIES REQUIREMENTS

3.1 Bribes

3.2 Facilitation Payments

3.3 Public Officials

3.4 Political Donations

3.5 Charitable Gifts

3.6 Cash Gifts

3.7 Associated Parties

3.8 Training And Awareness

 

PART 4 – CONSEQUESNCES OF NON-COMPLIANCE

4.1 B. I.G. Group-Wide

4.2 Employees

4.3 Penalties

 

PART 5  – COMPLIANCE MONITORING, REPORTING AND RECORD-KEEPING

5.1 Compliance Monitoring

5.2 Reporting Suspicion

5.3 Reporting Breaches

5.4 Record Keeping

 

PART 6  – CONDLICT OF INTEREST

 

PART 7 – ACCOUNTABILITY AND COMPLIANCE

 

PART 8 – MONITORING AND REVIEW

 

PART 9 – OFFICE BEARER

 

1        Introduction

1.1     Purpose

The purpose of this policy is to ensure that B.I.G. Group employees shall comply with bribery laws and best practice in combating corruption in all of the countries and business areas in which the B.I.G. Group operates. This policy is part of B.I.G. Group’s commitment to high legal and moral standards in all of its business activities.

Bribery is an offer, promise, financial or other reward to a person with public or private responsibilities as an inducement or reward for doing something (or not, as the case may be) improperly, i.e. in bad faith or in breach of trust.

1.2     Relevant laws

The principal applicable law regarding bribery is, the Malaysian Anti-Corruption Commission Act 2009, which has extra-territorial reach. The provisions under this Act has effect outside as well as within Malaysia.

1.3     Implementation

The Board of Directors of B.I.G. Group has ultimate responsibility for ensuring that the business establishes systems and controls to comply with  the policy.  The Board of  Directors had  set  out detailed procedures in the B.I.G. Group ABMS Guidebook and the same is available at the human resources office.

1.4     Other policies

This policy shall be read in conjunction with other policies which full particulars are contained in the B.I.G.  Group ABMS   Guidebook, including in particular the following sections: –

 

No Item Reference to B.I.G. Group ABMS Guidebook
a Human resources policy Section C
b Gifts and corporate hospitality policy Section F
c Procurement policy; Section I
d Reporting procedure Section K
e the charity policy; Section H
f the facilitation policy Section E
g the due diligence policy; Section P
h the internal controls policy. Section M

 

 

2        Scope

2.1     B.I.G.  Group-Wide

This policy applies to:

(a)     all B.I.G. Group’s operations within and outside Malaysia;

 

(b)     all subsidiaries and other consolidated entities, including consolidated joint venture (JV) entities (usually those in which the B.I.G. Group has a 50 per cent or greater interest and/or management control and consistently from these entities down the subsidiary/JV ownership chain);

 

(c)     all B.I.G. Group’s employees and workers, including staff of any subsidiary in which B.I.G. Group has a controlling interest, as well as agency workers, consultants and contractors, irrespective of their location, function, grade or standing.

 

2.2     Employees

In summary, employees are:

(a)     prohibited from offering, promising or paying a bribe of any kind;

(b)     prohibited from accepting or soliciting a bribe of any kind (and shall report any such offers);

(c)     prohibited from making facilitation payments; and

(d)     prohibited from making any transfer of anything of value to a public official (without prior written approval).

2.3     Associated parties

Where appropriate, all B.I.G. Group’s associated parties and their employees shall be made aware of this policy.

 

3. Policy requirements

The policy places the following requirements on employees and on other persons or entities acting on behalf of B.I.G. Group. Subject to provisions 1.3 and 1.4 hereof this policy sets out the minimum requirement of B.I.G. Group’s initiatives in combating bribery practices.

3.1     Bribes

It is prohibited to offer, promise, pay, receive or solicit a bribe or illegal inducement of any kind in any form either directly or indirectly. Examples include, but are not limited to, situations where inducements could be used:

 

(a)     to obtain or retain business for or on behalf of B.I.G. Group, or to obtain any improper advantage in furtherance of B.I.G. Group’s business.

(b)     to obtain, retain or fulfil a legal or regulatory requirement in furtherance of B.I.G.  Group’s business; or

(c)     in relation to any commercial transaction or relationship to which B.I.G. Group is or may be a party.

Employees shall refuse any bribe or illegal inducement of any kind, in a manner that is not open to misunderstanding. Employees shall immediately report any such offers to the nominated reporting officer, who will record the incident.

Furthermore, where employees believe that reasonable questions arise as to whether any Business Associates, customer or user of our services may be involved in bribery or corruption that is (or is to be) facilitated by the B.I.G. Group, the employees shall immediately seek the advice of the nominated reporting officer.

3.2     Facilitation payments

Facilitation payments are payments made to secure or expedite the performance of routine or necessary action to which the payer is legally entitled. The practice facilitation payment is unlawful under the MACC Act 2009.

Employees shall not make facilitation payments. B.I.G. Group shall not tolerate or condone such payments made by its employees or any person or entity acting on behalf of B.I.G. Group or its employees.

3.3     Public officials

It is prohibited to transfer anything of value to a public official (whether or not such transfer would or might be regarded as a bribe) without prior approval as required by the terms of the gifts and corporate hospitality policy.

3.4     Political donations

All employees shall comply with local law and regulations relating to political donations to candidates for public office, individual politicians, political parties and other political organisations.

Political donations shall not be made in exchange for obtaining or retaining business or other improper advantage for the benefit of B.I.G.  Group or employees or any other entity or person.

Employees are required to comply with B.I.G.  Group’s gifts and corporate hospitality policy. The violation of this policy shall result in disciplinary action being taken against the employee.

3.5     Charitable gifts

All requests for donations to charity, save for individual employee fundraising initiatives, shall be brought before the Charity Committee, who shall record a decision as to whether a donation shall be made, and the amount of any such donation.

3.6     Cash gifts

Employees are:

(a)     prohibited from giving gifts or corporate hospitality to or accepting gifts or corporate hospitality from third parties unless this falls within exceptions listed within the gifts and corporate hospitality policy;

(b)     prohibited from giving gifts of cash to or receiving gifts of cash from public officials, clients or any associated party (such as a supplier) unless this falls within exceptions listed within the gifts and corporate hospitality policy; and

(c)     prohibited from giving cash gifts to more senior employees (this does not apply to gifts of cash where such gifts are made as part of normal office practice, e.g. as collections for new born child, wedding or bereavement service.

3.7     Associated parties

In the event B.I.G. Group proposes to retain an associated party, intermediary or agent to act on behalf of B.I.G. Group to:

(a)     solicit new business; or

(b)     support efforts to retain existing business; or

(c)     supply services to fulfil a legal, regulatory or practical requirement (such as obtaining a licence to operate or a premise to operate from),

B.I.G. Group shall exercise due care and skill when selecting and dealing with such associated party.

This is dealt with in the due diligence on associated parties’ policy.

3.8     Training and awareness

The nominated reporting officer shall arrange training for the following:

  1. employees;
  2. contract employees;
  3. consultant, part time, temporary or casual employees.

Attendance at training is compulsory. Training shall be repeated at regular intervals as deemed appropriate by the nominated reporting officer. Training needs analysis shall form part of the audit process.

 

4        Consequences of non-compliance

4.1     B.I.G. Group-wide

Failure to comply with this policy may lead to:

(a)     criminal, civil or regulatory liabilities or penalties including fines and imprisonment;

(b)     serious reputational damage including adverse regulatory and media comment; and

(c)     the unenforceability of contracts entered into as a result of illegality.

4.2     Employees

Failure to comply with this policy may lead to:

(a)     personal liability such as fines or imprisonment potentially under the laws of more than one jurisdiction; and

(b)     disciplinary action, up to and including dismissal.

4.3     Penalties

The penalties under the MACC Act 2009 are defined in Section 17A (2). On conviction, the offender is liable to a fine of not less than ten times the sum or value of the gratification which is the subject matter of the offence, where such gratification is capable of being valued or is of pecuniary nature, or one million ringgit, whichever is the higher, or to imprisonment for a term not exceeding 20 years of both. A person who is the director, controller, officer or partner or who is in the management of the affairs of B.I.G. Group shall be deemed to have committed the offence.  It is in the interest of B.I.G. Group, the Associated person and the Business Associates to comply with this Policy and uphold the sanctity of the MACC Act 2009.

 

5        Compliance monitoring, reporting and record-keeping

5.1     Compliance monitoring

B.I.G. Group established procedures to monitor the implementation of and ongoing compliance with this policy.

5.2     Reporting suspicion

In addition to the requirements of this policy, employees shall treat the suspicion of bribery or corruption in the same manner as the suspicion of any other criminal activity and, where appropriate, report suspicions to the nominated reporting officer using the reporting procedure.

Where a question arises as to whether a particular transaction or act may be regarded as corrupt or as a bribe, those involved shall seek prior advice from the nominated reporting officer.

5.3     Reporting breaches

Employees shall report to the nominated reporting officer instances of breaches of this policy immediately. Employees may also report suspected breaches via the mechanisms set out in the reporting procedure.

Any remedial action shall be agreed, documented and tracked by the nominated reporting officer. When in doubt, employees shall interpret the rules widely and act with caution.

Head of Business, Head of Department, Branch Head, Manager etc shall ensure that employees are encouraged to report their concerns in good faith without fear of recrimination. Employees shall not be penalised for delayed performance that can be attributed to a refusal to commit bribery or corruption.

5.4     Record keeping

The nominated reporting officer shall maintain a register of all reports to include a record of the investigations and the outcome of those investigations.

All records relating to monitoring of compliance and the register of incidents shall be retained for at least five years.

 

6        Conflict of Interest

B.I.G. Group expects all employees to conduct business according to the highest ethical standards of conduct. Business dealings or business relationships that create or appear to create a conflict between the legitimate business interests of  B.I.G.  Group and an employee are unacceptable. A “business relationship” means a connection between two or more parties based on commercial activity of one of the parties. B.I.G.   Group recognizes the right of employees to engage in activities outside of their employment which are of a private nature and unrelated to B.I.G.  Group business as long as such activities do not interfere or otherwise conflict with the employee’s work obligations to B.I.G. Group. However, the employee shall disclose any possible legitimate business conflicts so that B.I.G.  Group may assess and prevent potential conflicts of interest  from arising. A potential or actual conflict of interest occurs whenever an employee is in a position to influence a decision that may result in a personal gain for the employee or his relative ( as defined in B.I.G.  Group’s Code of Conduct ) as a result of B.I.G.  Group’s business dealings.

Although it is not possible to specify every action that might create a conflict of interest, this policy sets forth the ones that most frequently present problems. In the event an employee had any further queires about whether an action or proposed course of conduct shall create a conflict of interest, the employee is required to contact  the nominated reporting officer. The policy is to protect employees from any conflict of interest that might arise.  A violation of this policy shall result in immediate and appropriate discipline, up to and including immediate termination.

 

7        Accountability and compliance

Remember that any reporting shall be treated in good faith without fear of recrimination.

All matters surrounding inappropriate conduct or malpractice shall be thoroughly investigated and dealt with in line with the disciplinary and/or reporting procedures. This may lead to disciplinary action being taken, up to and including dismissal.

 

8        Monitoring and review

This policy shall be reviewed at least annually by the nominated reporting officer.

 

9      Office bearers

 

Nominated reporting officer Executive Director
Charity committee Board of Directors of the Company

 

Bribery and corruption glossary

The following definitions are intended to assist understanding of the policy and are not intended to restrict or limit the application of the policy.

‘Associated Person’ means person or persons who are a director, partner or an employee of B.I.G.  Group or person or person who performs services for or on behalf of the B.I.G. a Group
‘Business Associate’ means an external party with which or whom B.I.G. Group has, or intends to establish a business relationship, which includes advisors, agents, clients, contractors, sub-contractors, external consultants, customers, consortium partners, joint venture partners, intermediaries, investors, representatives, service providers, subcontractors, suppliers, vendors and any associations, bodies or entities formed by law, wherever located.
‘cash’ means any payment, or quasi-cash instrument, e.g. store vouchers, cheque made to cash or bearer, loans, gold or other precious metals or other easily liquidated asset, etc.
‘Gratification’

means the definition in Section 3 of the Malaysian Anti-Corruption Act 2009 :-

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 wholly 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).

‘monitor’ or ‘monitoring’ means a variety of processes deployed in the firm to ensure compliance with the anti-bribery policy. They may include processes such as attestation, reporting and records of attempted bribes, whistle-blowing procedures for reporting corrupt activity, conformance reviews within the firm, audits by the compliance team, regular reviews and delivery of training to relevant staff, regular reviews of compliance of policies with laws, regulation and best practice, gifts and corporate hospitality approvals and reviews procedures and protocols, etc.
‘policy’ means this document.
‘political donation’ means a contribution, financial or in kind, to support a political cause and includes gifts or loans of property, provision of services or donations.
‘Public official’

means any of the following:-

a)    public office holders at the national, state/provincial or municipal level, including members of legislative bodies, executive office holders and the judiciary;

b)    officials of political parties;

c)    candidates for public office;

d)    government employees, including employees of ministries, government agencies, administrative tribunals and public boards;

e)    officials of public international organizations, e.g. the World Bank, the United Nations, the International Monetary Fund;

f)     employees of state-owned enterprises, unless the enterprise operates on a normal commercial basis in the relevant market, i.e. on a basis which is substantially equivalent to that of a private enterprise, without preferential subsidies or other privileges

g)      the relatives and close associates of public officials whom are  considered to be public officials for the purpose of anti-corruption laws in the local jurisdictions.

 

 

PART III – RELATED DOCUMENTS

 

  1. Anti-Bribery Management System Guidebook
  2. Certificate of Compliance

 

 

Remuneration Policy

 

1. PURPOSE

1.1 This Remuneration Policy is the guidance for the Board of Directors, Remuneration Committee and Management for a fair and consistent implementation of remuneration principle and procedure in the Group.

1.2 The remuneration principle and procedure are developed based on the objectives of attracting, motivating and retaining talent in the Group.

 

2. SCOPE

This policy applies to the Board of Directors, permanent, fixed term and temporary employees within the B.I.G. Group.

 

3. DEFINITION

3.1 “B.I.G.” denotes B.I.G. Industries Berhad 199001003718 (195285-D) or the Company.

3.2 “B.I.G. Group” or “Group” shall include B.I.G. Industries Berhad and its subsidiaries.

3.3 “Board” means Board of Directors of B.I.G.

3.4 “Executive Director” denotes an individual appointed in the management decision making to manage the daily operational tasks and the running of the Group.

 

4. REMUNERATION PRINCIPLE AND PROCEDURE

4.1 Criteria in determining the remuneration package take into account the:

4.1.1 short and long term business strategies and past performance of the Group;

4.1.2 economic situation, market competitiveness and practices;

4.1.3 skills, level of responsibilities, qualifications, expertise, experience etc. required; and

4.1.4 individual performance

4.2 The Remuneration Committee is responsible in determining and recommending the remuneration package of the Directors and Senior Management and subsequently, whichever necessary, tabled to shareholders for approval at the Company’s annual general meeting prior to the payment arrangement.

 

4.3 The remuneration package for the Executive Director and/or Senior Management shall be reviewed and recommended annually by the Remuneration Committee with consideration that the package is commensurable to reflect the experience, performance and level of responsibilities undertaken.

 

4.4 The Executive Director and respective Director shall abstain from deliberation and decision of determining own remuneration package but may attend the Remuneration Committee meetings as members and/or at the invitation of the Chairman of the Remuneration Committee in the event their presence is required.

 

4.5 The Remuneration Committee is authorized by the Board to appoint external Consultant, if applicable and necessary.

 

4.6 The remuneration for employees is designed to ensure appropriate rewards based on their level of responsibilities and performance of the employees, division and the Group.

 

4.7 Items of remuneration package are tabulated as below for reference.

No Item Description
4.7.1 Salary Monthly payment to the Executive Director, permanent employees or fixed term employee.
4.7.2 Bonus Driven by performance base and pay on a yearly basis (if any) to the Executive Director, permanent employees or fixed term employee.
  4.7.3 Fixed allowance Monthly payment based on level of responsibilities to the Executive Director, permanent employees or fixed term employee.
4.7.4 Benefit-in-kind Fringe benefits provided to the Executive Director, permanent employees or fixed term employee such as company vehicle, mobile phone, long service award etc.
4.7.5 Director fee Fixed monthly retainer payment to the Independent Non-Executive Directors

4.8 Reimbursements / expenses:

4.8.1 Any charges or cost incurred in the ordinary course of business whilst discharging the responsibilities and commitment in the Group.

4.8.2 All reimbursement / expense claims are to be supported with the relevant legible receipt or documents, submitted for approval and thereafter timely payment processing.

 

5. REVIEW OF POLICY

The Remuneration Policy is approved by the Board and shall be amended appropriately to align with the Group’s changing business environment, administrative or operational needs as well as changes to the applicable laws and requirements.