corporate
governance
01
board
charter
The Board of Directors (“Board”) of RGT Berhad – (“RGTBHD” or “the Company”) is committed to ensure that good corporate governance is being practised by the Group in order to safeguard stakeholders’ interests as well as enhancing shareholders’ value.
03
WHISTLEBLOWING
POLICY
RGT Berhad (“RGTBHD”) is committed to carrying out its businesses in accordance with the highest standards of professionalism, honesty, integrity and ethics. This Whistleblowing Policy (“Policy”) is applicable across all levels in RGTBHD and all its subsidiary companies (“RGTBHD Group” or “the Group”).
The objectives of the Policy are:
• to help develop a culture of accountability and integrity within the Group;
• to provide a safe and confidential avenue for all employees, external parties and other stakeholders to raise concerns about any poor or unacceptable practice or misconduct;
• to reassure whistleblowers that they will be protected from detrimental action or unfair treatment for disclosing concerns in good faith; and
• to deter misconduct and promote standards of good corporate practices
The objectives of the Policy are:
• to help develop a culture of accountability and integrity within the Group;
• to provide a safe and confidential avenue for all employees, external parties and other stakeholders to raise concerns about any poor or unacceptable practice or misconduct;
• to reassure whistleblowers that they will be protected from detrimental action or unfair treatment for disclosing concerns in good faith; and
• to deter misconduct and promote standards of good corporate practices
05
TERMS OF
REFERENCE
• Terms of Reference of Audit Committee
• Terms of Reference of Nomination Committee
• Terms of Reference of Remuneration Committee
• Terms of Reference of Risk Management Committee
• Terms of Reference of Nomination Committee
• Terms of Reference of Remuneration Committee
• Terms of Reference of Risk Management Committee
07
SUSTAINABILITY
POLICY
The Company is committed to building a sustainable business that delivers value for all stakeholders including employees business partners and the wider community. In ensuring long-term sustainability of our businesses and the creation of greater public trust in our Company, the Board continually ensures that sound principles of sustainable governance are integrated into the work environments and business processes of our Group.
09
ENTERPRISE RISK MANAGEMENT POLICY
RGT Berhad (“RGTBHD” or “the Company”) recognises that it is obliged to systematically manage and regularly review its risk profile at a strategic, financial, operational and compliance level. RGTBHD propose to do this by developing/adopting risk management policy and framework that determines the process and identifies tools for realising its objectives. Not only does it wish to minimise its risk but also maximise its opportunities. It enhances RGTBHD’s capability to respond timely to the changing environment and its ability to make better decision.
11
RELATED PARTY
TRANSACTION POLICY
RGT Berhad (“RGT” or the “Company”) and its subsidiaries (“the Group”) would, in ordinary course of business, enter into transactions of revenue or trading nature with a Related Party or Parties. This policy is designed to ensure the related party transactions (“RPTs”) are carried out in the ordinary course of business, are made at arm’s length and on normal commercial terms which are not more favorable to the Related Party or Parties than those generally available to the public and are not on terms that are detrimental to the minority shareholders of RGT.
02
EXTERNAL
AUDITOR
The Audit Committee (“AC” or “Committee”) of RGT Berhad (“RGTBHD” or “Company”) is
assigned by the Board of Directors (“Board”) to
assess, review and supervise the performance,
suitability and independence of External Auditors.
The objective of this External Auditors
Assessment Policy (“the Policy”) is to outline the
guidelines and procedures for the AC to assess
and review the External Auditors.
04
CODE OF CONDUCT
AND ETHICS
RGT Berhad (“RGTBHD” or “the Company”) and its subsidiaries (“RGTBHD Group” or “the Group”) are committed to achieving sustainable performance and delivering value to our stakeholders without compromising our ethical standards, behaviour expectation and trusted reputation which are based on the principles of sustainability, integrity, transparency and accountability. RGTBHD takes a zero-tolerance approach towards fraud, bribery and corruption and any form of dishonesty in its business dealings.
06
CORPORATE DISCLOSURE POLICY
The RGT Berhad (“RGTBHD” and the “Company”)
has formulated this policy in accordance with
Malaysian Code on Corporate Governance and the
disclosure obligations contained in the Main Market
Lising Requirement of Bursa Malaysia Securities
Berhad (“Bursa Securities”) (“MMLR”). This policy
applies to the Board of Directors (“BOD”) and all
employees of the company.
08
ANTI-BRIBERY &
CORRUPTION POLICY
RGT Berhad (“RGTBHD” or the “Company”) has adopted a zero-tolerance policy against all forms of fraud, Bribery and Corruption throughout the Company and its subsidiaries (“RGTBHD Group” or “Group”) the Group. RGTBHD’s Code of Conduct & Ethics for Directors has set out RGTBHD’s core principles in this regard.RGTBHD’s Anti-Bribery & Anti-Corruption Policy (hereinafter referred to as the “ABC Policy” or “Policy”) elaborate upon those principles, providing guidance to all parties as stated in Section 2 below (“stakeholders”) on how to deal with improper solicitation, bribery and other corrupt activities and issues that may arise in the course of business.
10
FIT AND PROPER POLICY
This Policy set out the fit and proper criteria for the appointment and re-appointment of Directors on the Boards of RGT Berhad and its subsidiaries. To ensure that each of the Directors has the character, experience, integrity, competence and time to effectively discharge his/her role as a Director of RGT Berhad and its subsidiaries. Serve as a guide to the Nomination Committee (“NC”) and the Board in their review and assessment of candidates that are to be appointed onto the Board as well as Directors who are seeking for election or re-election in RGT Berhad and its subsidiaries.
12
Conflict of Interest policy
The Conflict of Interest Policy (“COI Policy” or “Policy”) is developed to protect the interests of RGT Berhad (“RGTBHD” or “the Company”) and its subsidiaries and to embed a culture of honesty, accountability and good governance in the handling of actual, perceived or potential conflicts of interest (“COI”) between personal and professional relationships.This Policy outlines the disclosure obligations of each Director / Officer with respect to actual, perceived or potential conflicts of interest and the procedures to be followed to ensure systematic identification, disclosure and management of the same in an effective and timely manner.
01
board
charter
The Board of Directors (“Board”) of RGT Berhad – (“RGTBHD” or “the Company”) is committed to ensure that good corporate governance is being practised by the Group in order to safeguard stakeholders’ interests as well as enhancing shareholders’ value.
02
EXTERNAL
AUDITOR
The Audit Committee (“AC” or “Committee”) of RGT Berhad (“RGTBHD” or “Company”) is
assigned by the Board of Directors (“Board”) to
assess, review and supervise the performance,
suitability and independence of External Auditors.
The objective of this External Auditors
Assessment Policy (“the Policy”) is to outline the
guidelines and procedures for the AC to assess
and review the External Auditors.
03
WHISTLEBLOWING
POLICY
RGT Berhad (“RGTBHD”) is committed to carrying out its businesses in accordance with the highest standards of professionalism, honesty, integrity and ethics. This Whistleblowing Policy (“Policy”) is applicable across all levels in RGTBHD and all its subsidiary companies (“RGTBHD Group” or “the Group”).
The objectives of the Policy are:
• to help develop a culture of accountability and integrity within the Group;
• to provide a safe and confidential avenue for all employees, external parties and other stakeholders to raise concerns about any poor or unacceptable practice or misconduct;
• to reassure whistleblowers that they will be protected from detrimental action or unfair treatment for disclosing concerns in good faith; and
• to deter misconduct and promote standards of good corporate practices
The objectives of the Policy are:
• to help develop a culture of accountability and integrity within the Group;
• to provide a safe and confidential avenue for all employees, external parties and other stakeholders to raise concerns about any poor or unacceptable practice or misconduct;
• to reassure whistleblowers that they will be protected from detrimental action or unfair treatment for disclosing concerns in good faith; and
• to deter misconduct and promote standards of good corporate practices
04
CODE OF CONDUCT
AND ETHICS
RGT Berhad (“RGTBHD” or “the Company”) and its subsidiaries (“RGTBHD Group” or “the Group”) are committed to achieving sustainable performance and delivering value to our stakeholders without compromising our ethical standards, behaviour expectation and trusted reputation which are based on the principles of sustainability, integrity, transparency and accountability. RGTBHD takes a zero-tolerance approach towards fraud, bribery and corruption and any form of dishonesty in its business dealings.
05
TERMS OF
REFERENCE
• Terms of Reference of Audit Committee
• Terms of Reference of Nomination Committee
• Terms of Reference of Remuneration Committee
• Terms of Reference of Risk Management Committee
• Terms of Reference of Nomination Committee
• Terms of Reference of Remuneration Committee
• Terms of Reference of Risk Management Committee
06
CORPORATE DISCLOSURE POLICY
The RGT Berhad (“RGTBHD” and the “Company”)
has formulated this policy in accordance with
Malaysian Code on Corporate Governance and the
disclosure obligations contained in the Main Market
Lising Requirement of Bursa Malaysia Securities
Berhad (“Bursa Securities”) (“MMLR”). This policy
applies to the Board of Directors (“BOD”) and all
employees of the company.
07
SUSTAINABILITY
POLICY
The Company is committed to building a sustainable business that delivers value for all stakeholders including employees business partners and the wider community. In ensuring long-term sustainability of our businesses and the creation of greater public trust in our Company, the Board continually ensures that sound principles of sustainable governance are integrated into the work environments and business processes of our Group.
08
ANTI-BRIBERY &
CORRUPTION POLICY
RGT Berhad Group of Companies (“RGTBHD
Group” or “the Group”) is committed to conduct
its business ethically by having procedures for
the prevention, deterrence and detection of fraud,
bribery and all other corrupt business practices
by adopting this Anti-Bribery and Corruption
Policy (“Policy”). The Group are legally obliged to
have a zero-tolerance policy and will comply with
the Malaysian Anti-Corruption Commission Act
2009 and the new provision of Malaysian
Anti-Corruption Commission Act 2018 (“MACC
ACT”) and any of its amendments from time to
time.
09
ENTERPRISE RISK MANAGEMENT POLICY
RGT Berhad (“RGTBHD” or “the Company”) recognises that it is obliged to systematically manage and regularly review its risk profile at a strategic, financial, operational and compliance level. RGTBHD propose to do this by developing/adopting risk management policy and framework that determines the process and identifies tools for realising its objectives. Not only does it wish to minimise its risk but also maximise its opportunities. It enhances RGTBHD’s capability to respond timely to the changing environment and its ability to make better decision.
10
FIT AND PROPER POLICY
This Policy set out the fit and proper criteria for the appointment and re-appointment of Directors on the Boards of RGT Berhad and its subsidiaries. To ensure that each of the Directors has the character, experience, integrity, competence and time to effectively discharge his/her role as a Director of RGT Berhad and its subsidiaries. Serve as a guide to the Nomination Committee (“NC”) and the Board in their review and assessment of candidates that are to be appointed onto the Board as well as Directors who are seeking for election or re-election in RGT Berhad and its subsidiaries.
11
RELATED PARTY
TRANSACTION POLICY
RGT Berhad (“RGT” or the “Company”) and its subsidiaries (“the Group”) would, in ordinary course of business, enter into transactions of revenue or trading nature with a Related Party or Parties. This policy is designed to ensure the related party transactions (“RPTs”) are carried out in the ordinary course of business, are made at arm’s length and on normal commercial terms which are not more favorable to the Related Party or Parties than those generally available to the public and are not on terms that are detrimental to the minority shareholders of RGT.