Country Heights Holdings Berhad

1. INTRODUCTION

Country Heights Holdings Bhd (“CHHB”) and its subsidiaries (“the CHHB Group”) are committed to a high standard of compliance with accounting, financial reporting, internal controls, corporate governance and auditing requirements and any legislation relating thereto.

In line with this commitment, the Whistleblowing Policy (“Policy”) aims to provide an avenue for employees and external

parties to raise concerns and offer reassurance that they will be protected from reprisals or victimisation for whistleblowing in good faith. The Policy is intended to conform to the guidance set out in the Code of Corporate Governance which encourages employees to raise concerns, in confidence, about possible irregularities.

2. WHO IS COVERED BY THIS POLICY

This Policy applies to all employees of the Group.

3. OBJECTIVES OF THIS POLICY

Deter wrongdoing and to promote standards of good corporate practices.
Provision of proper avenues for employees to raise concerns about actual or suspected improprieties in matters of financial reporting or other matters and receive feedback on any action taken.
Give employees the assurance that they will be protected from reprisals or victimisation for whistle blowing in good faith.

4. REPORTABLE INCIDENTS

Some examples of concerns covered by this Policy include (this list is not exhaustive):

Concerns about the Group’s accounting, internal controls or auditing matters.
Breach of or failure to implement or comply with the Group’s policies or code of conduct.
Impropriety, corruption, acts of fraud, theft and /misuse of the Group’s properties, assets or resources.
Conduct which is an offence or breach of law.
Abuse of power or authority.
Serious conflict of interest without disclosure.
Intentional provision of incorrect information to public bodies.
Any other serious improper matters which may cause financial or non-financial loss to the Group, or damage to the Group’s reputation.
Fraud against investors, or the making of fraudulent statements to Bursa Malaysia, members of the investing public and regulatory authorities.
Acts to mislead, deceive, manipulate, coerce or fraudulently influence any internal or external accountant or auditor in connection with the preparation, examination, audit or review of any financial statements or records of the Group.
Concealing information about any malpractice or misconduct.

The above list is intended to give an indication of the kind of conduct which might be considered as “wrong-doing”. In cases of doubt, the whistleblower should seek to speak to his or her immediate superior or follow the procedures for reporting under this Policy.

5. PROTECTION AGAINST REPRISALS

If an employee raises a genuine concern under this Policy, he or she will not be at risk of losing his or her job or suffering from retribution or harassment as a result.

Provided that the employee is acting in good faith, it does not matter if he or she is mistaken.

However, the Group does not condone frivolous, mischievous or malicious allegations.

Employee(s) making such allegations will face disciplinary action in accordance with the Group’s Disciplinary Procedures.

6. CONFIDENTIALITY

The Group encourages the whistleblower to identify himself/herself when raising a concern or providing information. All concerns will be treated with strict confidentiality.
Exceptional circumstances under which information provided by the whistleblower could or would not be treated with strictest confidentiality include:
- Where the Group is under a legal obligation to disclose information provided.
- Where the information is already in the public domain.
- Where the information is given on a strictly confidential basis to legal or auditing professionals for the purpose of obtaining professional advice.
- Where the information is given to the Police or other authorities for criminal investigation.

In the event we are faced with a circumstance(s) not covered by the above, and where the whistleblower’s identity is to be revealed, we will endeavour to discuss this with the whistleblower.

7. CONCERNS AND INFORMATION PROVIDED ANONYMOUSLY

Concerns expressed anonymously are much less persuasive and may hinder investigation work as it is more difficult to look into the matter or to protect the whistleblower’s position. Accordingly, the Group will consider anonymous reports, but concerns expressed or information provided anonymously will be investigated on the basis of their merits.

8. HOW TO RAISE A CONCERN OR PROVIDE INFORMATION

Who to report to:

Report to his/her immediate supervisor.
If the concern involves his/her immediate supervisor, manager or Head of Department, or for any reason he/she would prefer them not to be told, he/she may report to the following designated officer:

E-mail: hr@countryheights.com

If none of the channels above are suitable, the whistleblower can address his/her concerns to the Audit & Risk Management Committee Chairman.
Concerns or information are preferably raised or provided in writing (letter or e-mail). Ideally, the Group recommends the whistleblower to be detailed in setting out the background and history of events and the reasons for the concern.
If the whistleblower is not comfortable about writing in, he or she can telephone or meet the appropriate officer in confidence at a time and location to be determined together.

9. IMPORTANT POINTS TO NOTE WHEN RAISING A CONCERN OR PROVIDING INFORMATION

The earlier the concern is raised the easier it is for the Group to take action.
The Group expects the whistleblower to provide his/her concern in good faith and to show to the appropriate officer that there are sufficient grounds for his/her concern.
The Group also recognizes that the whistleblower may wish to seek advice and be represented by his/her trade union officer.

10. HOW THE GROUP WILL RESPOND

The Group assures you that any concern raised or information provided will be investigated, but consideration will be given to these factors:
- Severity of the issue raised.
- Creditability of the concern or information.
- Likelihood of confirming the concern or information from attributable sources.

Depending on the nature of the concern raised or information provided, the investigation may be conducted involving one or more of these persons or entities:
- The Audit Committee.
- The External or Internal Auditor
- Forensic Professionals
- The Police or Commercial Affairs Department

The amount of contact between the whistleblower and the person(s) investigating the concern raised and information provided will be determined by the nature and clarity of the matter reported. Further information provided may be sought from the whistleblower during the course of the investigation.
The investigating officer(s) will communicate the findings of the investigation(s) to the Audit Committee for their necessary action.

INTRODUCTION

It is important to establish a standard of competence for corporate accountability which includes standards of professionalism and trustworthiness in order to uphold good corporate integrity.

The experience within the country has exposed a critical need for the formulation of corporate accountability standards in order to establish an ethical corporate environment.

PRINCIPLE

The principle of this code is based on principles in relation to sincerity, integrity, responsibility and corporate social responsibility.

PURPOSE

This Code of Ethics is formulated to enhance the standard of corporate governance and corporate behaviour with the intention of achieving the following aims:

To establish a standard of ethical behaviour for directors based on trustworthiness and values that can be accepted, are held or upheld by any one person.
To uphold the spirit of responsibility and social responsibility in line with the legislation, regulations and guidelines for administrating a company.

DEFINITION

In the context of this code, a company director means any person who holds the position of director in a corporation irrespective of any designation used, including anyone who follows the directives and advice of a corporate director and who usually takes action, as well as an in-turn or substitute director. A director also includes both executive and non-executive directors as well as executive and non-executive chairpersons.

CODE OF ETHICS

In the performance of his duties, a director should at all times observe the following codes:

Corporate Governance
1. Should have a clear understanding of the aims and purpose, capabilities and capacity of the company;
2. Should devote time and effort to attend meetings and to know what is required of the board and each of its directors, and to discharge those functions;
3. Should ensure at all times that the company is properly managed and effectively controlled;
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;
5. Should insist on being kept informed on all matters of importance to the company in order to be effective in corporate management;
6. Should limit his directorship of companies to a number in which he can best devote his time and effectiveness; each director is his own judge of his abilities and how best to manage his time effectively in the company in which he holds directorship;
7. Should have access to the advice and services of the company secretary, who is responsible to the board to ensure proper procedures, rules and regulations are complied with;
8. Should at all times exercise his powers for the purposes they were conferred, for the benefit and prosperity of the company;
9. Should disclose immediately all contractual interests whether directly or indirectly with the company;
10. Should neither divert to his own advantage any business opportunity that the company is pursuing, nor may he use confidential information obtained by reason of his office for his own advantage or that of others;
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 powers in discharging his duties; and
12. Should be willing to exercise independent judgment and, if necessary, openly oppose if the vital interest of the company is at stake.
Relationship with Shareholders, Employees, Creditors and Customers
1. Should be conscious of the interest of shareholders, employees, creditors and customers of the company;
2. Should at all times promote professionalism and improve the competency of management and employees; and
3. Should ensure adequate safety measures and provide proper protection to workers and employees at the workplace.
Social Responsibilities and the Environment
1. Should ensure that necessary steps are taken in accordance with the law to properly wind-up or strike off the company register if the company has not commenced business or has ceased to carry on business and is not likely to commence business in the future or resume business as the case may be;
2. Should adopt an objective and positive attitude and give the utmost cooperation for the common good when dealing with government authorities or regulatory bodies;
3. Should ensure the effective use of natural resources, and improve quality of life by promoting corporate social responsibilities;
4. Should be more proactive to the needs of the community and to assist in society-related programmes in line with the aspirations of the concept of 'Caring Society' in Vision 2020; and
5. Should ensure that the activities and the operations of the company do not harm the interest and well-being of society at large and assist in the fight against inflation.

ENVIRONMENTAL & SUSTAINABILITY

Sustainable development, or sustainability, integrates economic progress, social responsibility and environmental concerns with the objective of improving the quality of life for everyone, now and for generations to come.

Country Heights Holdings Berhad (“CHHB”) recognises the need to operate its business in a responsible and sustainable manner complying with all relevant legislative and regulatory requirements, to maintain its reputation, and to generate future business. We combine our values of nature, love, quality, style and excellence, together with our vision of ever searching for better living and set our commitment to sustainable good practice in the context of environment, economic and social consideration.

CHHB’s commitment to environment sustainability is considered central to our business culture and as such is intended to form part of, and to support, all CHHB’s activities. We believe that seeking to continuously improve our environmental performance is fundamental to our business success and that sustainability principles should be incorporated into CHHB’s activities and decision making at all levels.

CHHB’s ENVIRONMENTAL & SUSTAINABILITY POLICY, which is applicable to CHHB and its Group of Companies, focuses on corporate sustainability in five main areas: environment, health and safety, employees, business partners and local communities.

The following principles underpin CHHB’s commitment towards sustainable development:-

Environment

To be committed to help safeguard the environment and strive for continual improvement in our environmental performance in ways that are sustainable, practical, commercial, meaningful, cost-effective and innovative.
To be an environmental steward and strive to conserve the natural resources and biodiversity under our influence and ensure that all potential adverse impacts our operations may have on the environment are identified an appropriately managed.

Health and Safety

To continually identify, access and manage the health and safety risks and impacts of our existing and planned operations.
To operate as far as is reasonably practicable in a manner which safeguards the health and safety of all our employees and stakeholders.

Employee

To strive to be an employer of choice by providing an environment in which all employees are treated fairly and with respect so that they can realise their full potential.
To provide the leadership and resources that will enable our employees to meet objectives and targets.

Business Partners

To ensure that our team of consultants, contractors and suppliers are aware of our Environmental & Sustainability Policy and its objectives and that they have the necessary skills to implement it.
To favour consultants, contractors and suppliers who promote sustainable development and encourage our customers to use our products and services responsibly.

Local Communities

To communicate regularly with the communities where we operate to develop and maintain a mutual understanding of goals and expectations.
To promote good relationship with the authorities and communities of which we are a part and enhance their capabilities while respecting their culture and heritage.

This policy applies to all directors and employees of CHHB and its Group of Companies, and will be subject to regular annual review to ensure its continued relevance for sustainable development.

GENDER DIVERSITY POLICY

What is diversity?

Workplace diversity refers to the variety of differences between people in an organisation and encompasses acceptance and respect. It is a recognition of individual differences which include, amongst others, ethnicity, age and gender diversity, and these, underpinned by meritocracy are areas of strategic focus for the employee base of Country Heights Holdings Berhad (“CHHB”) Group of Companies and the same principle is applied to the composition of our Board.

Board diversity is as much about the culture within the boardroom and acceptance of a diversity of views, as it is about having diversity (of gender or otherwise) around the boardroom table.

Purpose

This Gender Diversity Policy (“Policy”) sets out the approach to diversity on the Board of Directors of CHHB and the Company’s policy and the processes whereby the Company will address, to the extent practicable, the objectives set out in Recommendation 2.2 of the Malaysian Code on Corporate Governance (“MCCG”) 2012.

This Policy is to enable the Board to set measurable objectives to achieve gender diversity and to report the progress of these measureable objectives. Diversity is fundamentally an issue about building the most effective and forward-looking Board possible, and delivering quality governance in the broadest understanding of that term.

For the purpose of the recommendation of MCCG 2012, this Policy will refer principally to gender diversity in the boardroom. However, this approach in no means limits the Company’s recognition and respect for the value of diversity at all levels of the organisation. A diverse workplace includes the skills and perspective that people bring to the organisation through, but not limited to, experience, gender, age, culture and beliefs.

Responsibilities

CHHB is committed to workplace diversity, with a particular focus on supporting the representation of women in the composition of the Board, in senior management and across the whole organisation.

The Board, assisted by Management, is responsible for developing strategies to meet the objectives of this Policy and to ensure its optimal implementation through the monitoring, evaluation and reporting mechanisms as listed in this Policy.

The Nomination Committee has the responsibility for leading the process for Board appointments in a manner that promotes gender diversity and for identifying and nominating, for approval by the Board, candidates for appointment to the Board.

Implementation

To ensure the optimal implementation of this Policy, the following measures will be followed:

equal employment opportunities based on relative ability and potential for the best business performance outcomes;
transparent selection processes and reviews;
engage employment consultants, if appropriate, to identify and assess the best candidates available for positions;
attract and retain a skilled and diverse workforce;
succession planning and training opportunities; and
linking achievement of measurable objectives to Board Key Performance Indicators, where appropriate.

Generally, the Company will promote a culture which embraces diversity through ongoing education, nil tolerance for inappropriate behaviour and flexible working arrangements.

Monitoring and Evaluation

The Nomination Committee will review and monitor the scope and applicability of this Policy from time to time. The Management is responsible for implementation, monitoring and reporting on the progress of achieving the objectives of this Policy.

Reporting

In accordance with the Listing Requirements of Bursa Malaysia Securities Berhad on the disclosure of Corporate Governance Statements based on the MCCG 2012 in Annual Reports, CHHB will disclose in its Annual Report, the proportion of women participation at Board level.

1. INTRODUCTION

Country Heights Holdings Bhd (“CHHB”) and its subsidiaries (“the CHHB Group”) are committed to a high standard of compliance with accounting, financial reporting, internal controls, corporate governance and auditing requirements and any legislation relating thereto.

In line with this commitment, the Whistleblowing Policy (“Policy”) aims to provide an avenue for employees and external parties to raise concerns and offer reassurance that they will be protected from reprisals or victimisation for whistleblowing in good faith.
The Policy is intended to conform to the guidance set out in the Code of Corporate Governance which encourages employees to raise concerns, in confidence, about possible irregularities.

2. WHO IS COVERED BY THIS POLICY

This Policy applies to all employees of the Group.