Corporate Governance

Guiding Principles, Ensuring Excellence

Board Charter


The Board of Directors (the “Board”) of Eng Kah Corporation Berhad (the “Company”) is led and directed by an experienced Board who has the overall responsibilities to oversee its business matters. The Board includes members with a wide range of experience and expertise in business, legal, financial and technical aspects, which are relevant to managing the Group professionally and effectively.


2.1 Role

The Board assumes, amongst others, the following responsibilities:-

  • Setting strategic aims and managing relevant resources for the Group to achieve its objectives;
  • Evaluating and adopting relevant strategic plans and focusing on the sustainability of the business of the Group;
  • Evaluating, overseeing and managing major business matters of the Group;
  • Evaluating and identifying principal business risks and implementing appropriate systems to manage and mitigate these risks;
  • Evaluating and approving relevant business ventures as well as acquisitions and disposal of assets of the Group;
  • Evaluating and implementing succession plan, including employing and training of relevant key personnel of the Group and reviewing management performance;
  • Evaluating the adequacy and integrity of the Group’s internal control mechanism and management information systems;
  • Evaluating, developing and implementing relevant investor relations programs and shareholders’ communication policy.

The Group’s Chairman & Managing Director is assigned with the authorities and responsibilities to implement policies as approved by the Board, as well as to oversee the Group’s day-to-day business operations, and to monitor the aspects of good corporate governance, leadership and effectiveness of the Board. Executive Directors are assigned with the responsibilities to oversee the sales & marketing, production and administrative functions of the Group.

The Group’s Independent Directors are assigned with the responsibilities to provide independent views, judgments and advices in order to safeguard the interest of shareholders.

The Board has also set-up Audit Committee, Nominating Committee and Remuneration Committee with clearly defined responsibilities to assist the Board in carrying out its functions and responsibilities effectively .

2.2 Board Composition And Balance

The Board presently has seven (7) Directors comprising three (3) Executive Directors, one (1) Non-Independent Non-Executive Director and three (3) Independent Non-Executive Directors. More than one-third of the Board comprises Independent Non-Executive Directors. Independent Non-Executive Directors are equal Board members and provide a balanced and independent views as well as unbiased judgments to the Board in order to safeguard the interest of shareholders.

The position of Chairman and Managing Director is not held by the same Director and more than one-third of the Board is Independent Non-Executive Directors, who provide a check and balance in the Board and no individual can dominate the Board on decision-makings.

The Board reviews annually its performance, as well as the performance of Board Committees and individual Directors based on a set of predetermined criteria that is facilitated by the Company Secretary. The Board is satisfied that the composition of the Board and its Board Committees have satisfied the criteria required and Board members possess the relevant knowledge, experience and skills in carrying out their duties and responsibilities.

The Board has also reviewed its size and composition and is satisfied that its current size and composition are effective for proper functioning of the Group.

2.3 Appointments And Re-elections

The Constitution of the Company has stated that all the Directors are subject to retirement from office and at least one third of the Board shall retire once every three years by rotation at each Annual General Meeting (“AGM”) but shall be eligible for re-election.

The Company Secretary shall ensure that all the relevant information is obtained and all the legal and regulatory requirements are met by the Company before the appointments of directors are made.

2.4 Access To Information And Advice

All the Directors have direct access to professional services of Company Secretary as well as other professional advisors to assist Directors in carrying out their duties.

Prior to Board meetings, all the Directors are furnished with agenda and Board papers on matters requiring considerations and discussions. All the Directors have full access to information on issues to be discussed in meetings. The Management provides further information, when necessary, during meetings to facilitate the Directors in decision-making.

2.5 Directors’ Training

Besides attending the Mandatory Accreditation Programme as required by Bursa Malaysia Securities Berhad (“Bursa Securities”), the Company has been conducting In-House Training Programme (“IHTP”) for Directors. The purpose of the IHTP is for all the Directors to have better understanding of the business operations of the Group. The IHTP covers the functions of accounting & finance; production; internal control; research & development as well as others with regard to the group’s business operations and functions. The IHTP is a programme to facilitate the Board in decision-making as well as formulating strategic policy for the Group. If necessary, Directors will also attend other relevant training programmes to further enhance their knowledge and skills.

The Company Secretary also ensures that all the Directors are provided with information pertaining to their scope of responsibilities under the rules and regulations, and are kept informed of any changes in relevant rules and regulations with regard to the responsibilities of Directors.


The Board has established the following committees to assist the Board in carrying out its responsibilities:-

  1. Nominating Committee
  2. Remuneration Committee
  3. Audit Committee


Terms of Reference
  1. The Nominating Committee members shall be appointed by the Board from amongst the Directors of the Company, majority of the members are Independent Non-Executive Director .
  2. The Nominating Committee shall have at least three (3) members.

Two (2) members shall form a quorum for meetings.


The Chairman shall be an Independent Non-Executive Director.


The Company Secretary or any other person appointed by the Nominating Committee shall be the Secretary of the Nominating Committee.

Meetings and Minutes
  1. The Nominating Committee shall meet at least once a year or as and when necessary.
  2. The Minutes of each meeting shall be properly recorded, maintained and circulated in a timely manner.
Duties and Responsibilities
  1. To identify suitable candidate(s) with relevant expertise and experience and recommend to the Board as candidate(s) for directorship(s);
  2. To nominate Director(s) for re-election purposes;
  3. To recommend candidates to fill the seats for Board’s committees;
  4. To review the Board’s structure, size and composition in order to establish an effective Board;
  5. To develop, maintain and review for recruitment purposes and annual assessment of Directors;
  6. Any other relevant matters.


Terms of Reference
  1. The Remuneration Committee members shall be appointed by the Board from amongst the Directors of the Company, majority of the members are Independent Non-Executive Director.
  2. The Remuneration Committee shall have at least three (3) members.

Two (2) members shall form a quorum for meetings.


The Chairman shall be an Independent Non-Executive Director.


The Company Secretary or any other person appointed by the Remuneration Committee shall be the Secretary of the Remuneration Committee.

Meetings and Minutes
  1. The Remuneration Committee shall meet at least once a year or as and when necessary.
  2. The Minutes of each meeting shall be properly recorded, maintained and circulated in a timely manner .
Duties and Responsibilities
  1. To establish a formal and transparent remuneration policies and procedures to attract and retain Directors and Senior Management;
  2. To review, periodically, the remuneration policies and procedures for Directors and Senior Management;
  3. To recommend to the Board, the remuneration of Executive and Non-Executive Directors and Senior Management, taking into consideration the qualifications, experience and level of responsibilities;
  4. Any other relevant matters.

Details of the Audit Committee are published in the Company’s Annual Report.


The Board has the responsibility to present a clear and understandable assessment of the Group’s position and prospects in its quarterly reports to Bursa Securities and annual reports to shareholders.

The Audit Committee assists the Board in reviewing the information to be disclosed to ensure its accuracy, adequacy and completeness as well as comply with applicable approved accounting standards in Malaysia .


The Audit Committee has always maintained a transparent relationship with the external auditors in seeking professional advice and ensuring that the financial statements of the Group are prepared in accordance with the applicable approved accounting standards in Malaysia.

The Audit Committee has set the criteria to assess the suitability and independence of external auditors. The Audit Committee has reviewed and assessed the external auditors in terms of independence, performance, competency and integrity, and recommended their re-appointment to the Board, upon which the shareholders’ approval will be sought at the AGM.


6.1 Sound Framework To Manage Risks

The Board acknowledges the importance of good corporate governance and is committed to maintaining a sound system of internal control in order to safeguard the Group’s assets.

The Board has established a risk management framework and the Audit Committee continuously reviews the adequacy and effectiveness of the risk management processes within the Group .

6.2 Internal Audit Unit

The Board has established an internal audit unit that reports to the Audit Committee. Its role is to provide the Audit Committee with regular assurance on the continuity, integrity and effectiveness of the internal control system through regular monitoring and reviewing of the internal control framework and management processes.


The AGM is a platform for dialogue and interaction with shareholders. The Company has always taken the initiative to communicate and engage with shareholders especially during AGM. Shareholders are always encouraged to enquire issues and discuss matters which are relevant to the business operations of the Group at the AGM.

Notice of AGM together with the Company’s annual report are served to shareholders of the Company at least 28 days before the meeting and shareholders who are unable to attend will have the right to appoint proxy to attend and vote on their behalf.

The Company also organizes analysts briefing as well as meetings with fund managers and investors in response to requests from institutional investors, analysts and public investors .


The Board is supported by qualified and competent Company Secretary who is responsible to advise and ensure that proper Board procedures are followed and in compliance with the relevant rules and regulations.

The Company Secretary plays an advisory role in all the Board meetings and ensures that all the meetings are properly convened and conducted. All the records and minutes of Board meetings are properly recorded and maintained.


The Group always believes that apart from achieving its corporate objectives, it is also important to recognize that CSR is an ongoing commitment and it is necessary for the Group to emphasise on elements affecting its shareholders and other stakeholders, employees as well as environment and market place.

The Group has been incorporating CSR practices into its day-to-day business operations. At the market place, the Group is committed to ensure that highest standards of corporate governance are practiced, and shareholders’ value shall be further enhanced through open and transparent business practices that are based on ethical values .

The Group is also committed to carry out its social responsibility at the workplace for employees, and recognize that it is important to provide a safe and conducive working environment for employees. In addition, employees are employed under fair and equitable terms. Furthermore, employees are also given equal opportunities with regard to their career advancement. They are also given opportunities to participate in career training and development, for them to be equipped with relevant skills, knowledge as well as experience and add value to the organization when carrying out their duties.

The Group also understands the responsibility to care for environment while carrying out its business operations. As such, the Group always takes into consideration factors in regards to safety and environment in its decision makings.


The Board Charter will be reviewed by the Board periodically in order to take into account the relevant corporate laws and regulations, as well as to ensure that it remains consistent with the Board’s objectives and responsibilities.

Code of Conduct and Ethics

The Directors and management of Eng Kah Corporation Berhad and its subsidiaries (the “Group”) are committed adhering to the best practice in corporate governance and observing the highest standards of integrity as well as behaviour in all business activities conducted by the Group, including the interaction with its customers, suppliers, shareholders, employees and business associates, and within the community and environment in which the Group operates .

All the employees of the Group play an important role in establishing, maintaining and enhancing the reputation, image and brand of the Group and ensuring the compliance with the standards of integrity and behaviour that the Group is committed to . It is required that employees display the highest levels of professionalism in all aspects of their work and comply with this Code of Conduct and Ethics (the “Code”) and all applicable laws, regulations and other policies applicable .

The Code emphasizes on transparency, integrity, accountability and corporate social responsibilities.

The Code is formulated to enhance the standard of corporate governance towards establishing a standard of ethical conduct for directors .

In the performance of his/her duties, directors should at all times observe the following Codes: –

Corporate Governance

  • Should have a clear understanding of the aims and objectives, capabilities and capacity of the Group;
  • 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 properly;
  • Should ensure that the company is properly managed;
  • Should stay abreast of the affairs of the company and kept informed of the Group’s compliance with relevant rules and legislations;
  • Should insist on being informed on all matters of importance to the Group in order to be effective in corporate management;
  • Should limit his/her directorship of companies to a number that he/she can best devote his/her time to carry out duties and responsibilities;
  • Should have access to advices and services of the company secretary, who is responsible to the board to ensure that proper procedures, rules and regulations are complied with;
  • Should at all times exercise his/her authority for the benefit and prosperity of the Group;
  • Should disclose immediately all contractual interests whether directly or indirectly with the Group;
  • Should at all times act with utmost good faith towards the Group in any transactions and to act honestly and responsibly in the exercise of his/her authority in discharging his/her duties; and
  • Should be willing to exercise independent judgment and, if necessary, openly oppose if the vital interest of the Group is at stake.

Relationship with Shareholders, Employees, Creditors and Customers

  • Should be conscious of the interest of shareholders, employees, creditors and customers of the company;
  • Should at all times promote professionalism and competency of management; and
  • Should ensure that adequate safety measures are undertaken and provide proper protection to workers and employees at work places.

Social Responsibilities and the Environment

  • Should adopt an objective and positive attitude and give the utmost cooperation for the common good when dealing with governmental authorities or regulatory bodies;
  • Should ensure effective use of natural resources, and to improve quality of life by promoting corporate social responsibilities;
  • Should be more proactive to the needs of the community and to assist in society related programme in line with the aspirations of the concept of “Caring Society”; and
  • Should ensure that the activities and the operations of the company do not harm the interest and well-being of the society at large.

Whistle-Blowing Policy

  1. The Group is committed to maintaining a high standard of integrity, accountability and ethical behavior in conducting its business operations.
  2. Employees and stakeholders are encouraged to report genuine concerns about malpractices, unethical behavior and illegal acts on failure to comply with regulatory requirements, provided that the report is made in good faith.
  3. The identity of the employees and stakeholders who report such allegations will be kept private & confidential.
  4. All cases shall be investigated independently and appropriate actions shall be taken if necessary.
  5. Employees or stakeholders may report any malpractices, unethical behavior and illegal acts on failure to comply with regulatory requirements, provided that the report is made in good faith, through the following channel:-


Name: Mr Ong Kim Nam

Position : Chairman of the Audit Committee, Independent Non-Executive Director

Address : Eng Kah Corporation Berhad Plot 95 & 97, Hala Kampung Jawa 2, Bayan Lepas Industrial Estate, 11900 Penang.

Anti-Bribery and Corruption Policy


1.1 The Board of Directors (“Board”) of Eng Kah Corporation Berhad and its subsidiaries (“Group”) believes that honesty, integrity and transparency are the core values of good corporate governance. The Board is responsible to ensure that the Group has in place policies and procedures that adequately address and manage bribery and corruption risks, promote a culture of integrity within the organisation, the organisation’s policies and commitments on anti-bribery and corruption is being communicated to both internal and external parties as well as comply to laws and regulatory requirements on anti-bribery and corruption.

1.2 Based on recommendation by the Audit Committee, the Board has formalised its Anti-Bribery and Corruption Policy (“Policy”) to comply with the Malaysian Anti-Corruption Commission (“MACC”) Act 2009 (Amendment 2018) (“Act”).

1.3 The Compliance Officer is the Head of Human Resources Department.


2.1 It is the Group’s policy to conduct all its business in an ethical, responsible and transparent manner. The Group takes a zero-tolerance approach to bribery and corruption and is committed to the highest standards of integrity, openness and accountability in the conduct of the Group’s business and operations. It is the goal of the Group to avoid acts which might reflect adversely upon the integrity and reputation of the organisation.

2.2 This Policy applies to the Group, its directors, employees and associated persons (i.e. agents, consultants, contractors, suppliers, customers, bankers and any other persons dealing with the Group). Compliance with this Policy constitutes terms of service or conditions of providing services to the Group by these said parties. Each such person is bound to the provisions of this Policy upon notification of the most recent copy being given to them or placed in Group’s webpage.

2.3 The purpose of this Policy is to: –

  • set out the responsibilities of the Group, its directors, employees and associated persons, in observing and upholding the Group’s position on bribery and corruption; and
  • provide information and guidance on how to deal with bribery and corruption issues that may arise in the course of business.

2.4 Individuals involved in bribery and corruption will be liable to fine or sentenced to imprisonment under the MACC Act 2009 (Amendment 2018). The Corporate Liability Provisions under the Act make the company criminally liable for the bribery and corrupt acts of its “associated persons” unless the company can prove that it had implemented adequate procedures to prevent the occurrence of such acts. If the company or its directors, employees or associated persons is found to have taken part in such acts, the company would face a hefty penalty (fine not less than 10 times the sum or value of the gratification, or RM1 million, whichever is the higher, or imprisonment not exceeding 20 years or both fine and imprisonment) and may face damage to reputation, financial loss and disbarment from business and other negative consequences. Directors and/or employee engaging in bribery or corrupt practices may face dismissal, fine and imprisonment. Therefore, the Group takes its legal responsibilities very seriously.


3.1 For purposes of this Policy, each of the examples in 3.2 to 3.4 below is referred to as a “bribery and corruption offence”.

3.2 Bribes

A bribe is the act of giving or receiving something of value in exchange for some kind of influence or action in return, that the recipient would otherwise not offer. A bribe is the gift bestowed to influence the recipient’s conduct. It may be money, goods, rights in action, property, preferment, privilege, emolument, objects of value, advantage, or merely a promise to induce or influence the action, vote, or influence of a person in an official or public capacity .

3.3 Kickbacks

A kickback is a form of negotiated bribery in which a payment is paid to the bribe-taker in exchange for services rendered or to cooperate in an illegal scheme. The most common form of kickback involves a vendor submitting a fraudulent or inflated invoice (often for goods or services which were not needed, of inferior quality, or both), with an employee of the victim company assisting in securing payment. For his/her assistance in securing payment, the individual receives some sort of payment (cash, goods, services) or favour.

3.4 Extortions

An extortion is a criminal offence of obtaining money, property, or services from an individual or institution, through coercion, i.e. action or practice of persuading someone to do something by using force or threats (verbal or written).


4.1 It is prohibited for the Group, its directors, employees, and associated persons to: –
(a) give, promise to give or offer, a payment, gift or hospitality to a third party or otherwise engage in or permit a bribery offence to occur, with the expectation that an advantage in business will be received, or to reward a business advantage already given;
(b) give, promise to give or offer, a payment, gift or hospitality to a third party to “facilitate” or expedite a routine procedure;
(c) accept a payment, gift or hospitality from a third party if you know or suspect that it is offered or provided with an expectation that a business advantage will be provided by the Company in return;
(d) threaten or retaliate against another employee who has refused to commit a bribery offence or who has raised concern under this Policy or the Group’s Whistle Blowing Policy; and
(e) engage in any activity that may lead to a breach of this Policy.

4.2 In the event any suspicion of any action conflicting to this Policy occur, an employee, director or associated person must notify the Compliance Officer or make disclosure under Group’s Whistle Blowing Policy.

4.3 Non-compliance with this Policy may result in criminal or civil penalties which will vary according to the offence. A director or an employee acting in contravention of the Policy will also face disciplinary action up to and including dismissal.


5.1 Conflicts of interests must be avoided and where an actual, perceived or potential conflicts of interests occurs, it must be recorded in the Conflicts of Interest Register maintained by Human Resources Department who will then highlight to the Heads of Department or Top Management to note and decide on the course of action to mitigate the conflicts of interests.

5.2 Conflicts of interests happen in situations where two or more competing interests’ conflict and impair an individual’s ability to make objective decisions . Generally, conflicts of interests arise when personal interests interfere with Group’s interests. It may not necessarily result in unethical or illogical acts but may arise when employee take actions or have interests that may make it difficult to perform their roles in the Group’s objectively.

5.3 It is not possible to list all situations or relationships which may create a conflict of interest or the appearance of one, so each situation must be evaluated as they can be damaging to employee or to the company. Conflicts of interests which are fully disclosed in certain circumstances may be acceptable, assuming appropriate mitigations have been agreed and implemented.

5.4 Each department must ensure that:
(a) directors/employees are aware of the need to declare any actual, perceived or potential conflicts of interests in the Register;
(b) Head of Department agree and record any actions required to mitigate the conflicts of interests in the Register;
(c) any actual, perceived or potential conflicts of interests that cannot be resolved in that manner is escalated to the Compliance Office for advice and/or Group’s Managing Director for final decision.


6.1 As a general principle, the Group’s directors and employees are prohibited to ask, accept, offer or/and give gift for personal benefits to avoid conflict of interest or the appearance of conflict of interest. He/she should refrain from taking advantage of his /her position or exercising his/her authority to further his/her own personal interest at the expense of the company.

6.2 Gifts offered or received, will only be acceptable if they are: –

  • Reasonable;
  • Appropriate;
  • Legal;
  • Not intended to influence;
  • Provided in accordance with this Policy.

The Group is well aware that the exchange of gifts can be a very delicate matter whereby in certain cultures or situations, gift giving is a central part of business etiquette . Refusal to accept the gift from another party or not providing such gift to another party may affect the Group’s business relationship with them. Receiving/accepting a gift or providing the gift on behalf of the Group is allowed only in limited circumstances as stated in 6.6 below.

6.3 Directors and employees are expected to immediately declare the gift (monetary and non-monetary) based on the following limits: –

  • Receiving gift: RM1,000 and above or
  • Providing gift: RM1,000 and above

Provided in the Declaration of Gifts Received or Provided respectively. This declaration form will be submitted to Managing Director who will then highlight to the Head of Department or Top Management for them to note and decide on the course of action. The type of gifts and decisions made are recorded in the Gift Register maintained by Human Resources Department.

6.4 In the event the gift is accepted, the Head of Department or Top Management must determine the treatment of the gift whether to: –
(a) donate the gift to charity; or
(b) hold it for departmental display; or
(c) share with other employees in the department; or
(d) permit it to be retained by the director/employee.

6.5 In determining the above, the Head of Department or Top Management are expected to exercise proper care and judgment in each case, taking into account pertinent circumstances including the character of the gift, its purpose, the position/ seniority of the person(s) receiving the gift, the business context, reciprocity, applicable laws and cultural norms.

6.6. Exceptions to the general rule on receiving and provision of gifts are permitted in the following situations: –
(a) exchange of gifts at the company-to-company level (e.g. gifts exchanged between companies as part of an official company visit/courtesy call and thereafter said gift is treated as company property);
(b) gifts from company to external institutions or individuals in relation to the company’s official functions, events and celebrations (e.g. commemorative gifts or door gifts offered to all guests attending the event);
(c) gifts from the company to directors and employees and/or their family members in relation to an internal or externally recognised company function, event and celebration (e.g . in recognition of an employee’s/director’s service to the Group);
(d) token gifts of nominal value normally bearing the Group’s logo or (e.g. t-shirts, pens, diaries, calendars and other small promotional items) that are given out equally to members of the public, delegates, customers, partners and key stakeholders attending events such as conferences, exhibitions, training, trade shows etc. and deemed as part of the company’s brand building or promotional activities; and
(e) gifts to external parties who have no business dealings with the Group (e.g. monetary gifts or gifts in-kind to charitable organisations).

6.7 In the above exceptional circumstances, directors and employees are expected to exercise proper judgment in handling gift activities and behave in a manner consistent with the general principles set out in the Group’s Code of Conduct as follows: –

  • adhere to the highest standard of integrity and behaviour;
  • avoid conflicts of interest;
  • comply with applicable laws, regulations and company’s policies and procedures, and reporting on any non-compliance.

6.8 Any gift that falls within the categories below is not permissible and must be declined: –
(a) any gift of cash or cash equivalent in the form of vouchers, discounts, coupons, shares and commission etc.;
(b) any gifts involving parties engaged in a tender or competitive bidding exercise;
(c) any gifts that comes with a direct/ indirect suggestion, hint, understanding or implication that in return for the gift, some expected or desirable outcome is required;
(d) any gift that would be illegal or in breach of local or foreign bribery and corruption laws; and
(e) any gift which is lavish or excessive or may adversely affect the reputation of the company. If any director or employee receive a request for a bribe or if you are offered a bribe, he/she must report it to your Head of Department or the Compliance Officer.


7.1 The Group recognises that providing modest entertainment is a legitimate way of building business relationships and as such a common practice within the business environment to foster good business relationship with customers, auditors, consultants and other parties dealing with the Group (“external parties). As such, eligible employees are allowed to entertain external parties through a reasonable act of hospitality as part of business networking as well as a measure of goodwill towards the recipients . Directors and employees should always bear in mind that this is an area where perception is often regarded as more important than facts and therefore you should always exercise proper care and judgment when providing entertainment to third parties especially when it involves public officials to ensure compliance with local anti-bribery and corruption laws.

7.2 Directors and employees are strictly prohibited from providing or offering to provide entertainment with a view to improperly cause undue influence on any party in exchange for some future benefit or result. Any acts of this nature, whether provided directly or indirectly through an intermediary, may be construed as an act of bribery and corruption. He/she is required to maintain expenses within the limits of his/her entitlement stated in the policy set by the Human Resource Department/Top Management, when carrying out entertainment activities.

7.3 The Group also recognises that the occasional acceptance of a reasonable and modest level of entertainment provided by third parties in the normal course of business is a legitimate way to network and build good business relationships. However, it is important for directors and employees to exercise proper care and judgement before accepting entertainment offered or provided by a third party. This is not only to safeguard the Group’s reputation, but also to protect the directors and employees from allegations of impropriety or undue influence.

7.4 Any entertainment activity that falls within the categories below is not permissible and must be declined: –
(a) any entertainment that comes with a direct/indirect suggestion, hint, understanding or implication that in return for the entertainment provided, some expected or desirable outcome is required;
(b) any entertainment activities that would be illegal or in breach of local or foreign bribery laws;
(c) any entertainment activities that would be perceived as extravagant, lavish or excessive or may adversely affect the reputation of the Group; and
(d) any entertainment activity that is sexually oriented or may otherwise tarnish the reputation of the Group.


8.1 The Group is prohibited to make donations, whether in cash, kind or by any other means, to support political parties or candidates as it is perceived as an attempt to gain an improper business advantage.

8.2 Sponsorships and donations made to charities or beneficiaries shall not be disguised as illegal payments to government officials or to fund illegal activities in violation of anti-money laundering, antiterrorism and other applicable laws.

8.3 In accordance with the Group’s commitment to contribute to the community as part of Corporate Social Responsibility, coupled with its values of integrity and transparency, all contributions, sponsorships and donations must comply with the following: –

  • made legally under local laws and practices;
  • obtain all the necessary authorisations in accordance to the Group’s Summary of Authority Limits;
  • be made to well established entities having an adequate organisational structure to guarantee proper administration of the funds;
  • be accurately stated in the company’s accounting books and records; and
  • not to be used as a means to facilitate and conceal acts of bribery.


9.1 A red flag will serve primarily as a caution and identifying a potential risk that requires some form of constraint or oversight. The following is a list of “red flags” that may indicate the possible existence of bribery and corrupt practices and should be kept in mind by all parties subject to this Policy: –

Services, hiring, meetings

  • A lack of transparency about services rendered;
  • Requests from government officials or agencies to engage or hire specific third parties;
  • A desire to keep third party representation secret; or
  • Private meetings between third party and government officials.


  • Refusal to execute a written agreement or requests to perform services without a written agreement where one is sought; or
  • Refusal to sign a confidentiality agreement

Compensation Fees

  • Excessive or unusually high compensation; or
  • Fee, commission, or volume discount provided is unusually high compared to market rate


  • Requests an invoice to reflect a higher amount than the actual price of goods provided;
  • Invoices vaguely describe the services provided or lack detail (e.g. “services rendered”);
  • Invoices that cannot be matched to the associated work product, purchase orders or contracts;
  • Missing or inadequate documentation to support services and invoices;
  • Over-invoicing or false invoices;
  • Invoices unprofessional in appearance;
  • Payment of unjustified high prices; or
  • Payments to P.O. boxes or non-existent addresses


  • Purchase of unnecessary or inappropriate items; or
  • Purchase items inquantities beyond which there is demonstrated need


  • Poor or non-existent documentation for travel and expense reimbursements or other disbursements; or
  • Travel expenses for customers/third party for which there is no legitimate business purpose


  • A gift offered for something in return; or
  • Any gift that appears excessive

Charitable Contributions

  • Request for charitable contributions or other favours as a way of influencing official action; or
  • Charitable contribution made to an organization having an affiliation with a government official, customer or costumer representative.

9.2 This list is not exhaustive and there is a need to be alert to other indicators that may raise a suspicion of bribery and corruption. Identifying these red flags will help in understanding the nature of the risks we are dealing with and find appropriate measures to mitigate them.


10.1 The Group must develop, implement, maintain and monitor a system of internal control to facilitate compliance with this Policy, as well as to foster a culture of integrity and maintain high ethical standards throughout the Group.

10.2 The Group must keep financial records and all other records including form and registers as mentioned in 5.1 and 6.3 above for a period of 7 years as evidence that transactions are executed, approved and recorded according to policies and procedures on anti-bribery and corruption.

10.3 All transactions must be executed in line with management’s authorisation, and that the company prepares accurate financial statements to conform with applicable Malaysian Financial Reporting Standards and other regulatory/statutory requirements.

10.4 The Group must maintain available for inspection books and records that document all financial transactions and risk assessments. No accounts or cash funds are to be kept “off-book” to facilitate of conceal improper payments. The use of false documents and invoices is prohibited, as is the making of inadequate, ambiguous or deceptive bookkeeping entries and any other accounting procedure, technique or device that would hide or otherwise disguise illegal payments.

10.5 To ensure effectiveness of internal controls, finance personnel and management will review transactions and expense or payment requests for warning signs that signal transactions being performed not on commercial basis or which present risks to the company.


11.1 Any employee, director or associated person must immediately report in accordance with the procedures set out in this Policy when they: –
(a) uncover an instance of bribery; or
(b) suspect that a bribe has been, or is in the process of being, paid or received or merely discussed; or
(c) receive or otherwise become aware of information which suggests that a bribe is in the process of being, paid or received or merely discussed.

11.2 Any prohibited act or possible violations of the Policy shall be reported to the Compliance Officer who will perform initial investigation. Where the matter is deemed potentially serious, it will be promptly reported to the Group’s Managing Director and/or Chairman of the Audit Committee, and the following procedure will take place: –
(a) the report will be recorded and an investigative file opened;
(b) the Group’s Managing Director or the Chairman of the Audit Committee will promptly commission the conduct of an investigation. The investigation may be conducted by designated personnel or by external party employed, if so decided by the Group’s Managing Director or the Chairman of the Audit Committee. The Board shall be informed of the existence of the investigation;
(c) the identity of the person filing the report will be treated as confidential to the extent possible, and only revealed on a need-to-know basis or as required by law or court order;
(d) on completion of the investigation, a written investigative report will be provided by the person(s) conducting the investigation to the Group Managing Director and/or the Chairman of the Audit Committee. If the investigation has documented unlawful, violative or other questionable conduct, the Group Managing Director or the Chairman of the Audit Committee will report to the Board on the matter and remedial action taken or alternatively, to seek the advice and/or decision by the Board, where required.

11.3 No director, employee or associated person will suffer demotion, penalty or other adverse consequences for refusing to engage in or permit a bribery offence or raising concern or reporting possible wrong doing, even if it may result in the company losing business or suffer a disadvantage. He/she is entitled to raise concerns about violations or potential violations of this Policy in confidence and without risk of reprisal.

11.4 The Group has adopted a Whistle Blowing Policy which provides procedures for reporting concerns about unethical behaviour, malpractices, illegal acts or failure to comply with regulatory requirements that is taking place/has taken place/may take place in the future. The Whistle Blowing Policy can be found in the Group’s website at .


12.1 The Board, through the Audit Committee, maintains an oversight to ensure that risk management and internal control is operating effectively and adequately in all material aspects. The Risk Management team which comprise the Group’s Managing Director, Risk Officer and the respective Heads of Department are responsible for implementing the processes for identifying, evaluating, monitoring and reporting of risks and internal control as well as taking the appropriate and timely corrective action.

12.2 Business/Operational risks shall include assessment of business opportunity risks i.e. risks of bribery and corruption which may arise when pursuing or obtaining business opportunities.

12.3 The Risk Management detailing the risk management and internal control framework which comprise key elements namely risk governance, risk appetite, risk management and key internal control processes, are stated in the Statement on Risk Management and Internal Control.

12.4 The Internal Audit unit play an independent role in reviewing the adequacy and integrity of the internal control system of the Group and reporting to the Audit Committee.


13.1 Managers have full authority to implement this Policy within their areas of responsibilities, which include: –
(a) designing, implementing and maintaining systems and controls to prevent, minimise risk and detect any bribery and corruption practices;
(b) ensuring that employees are aware of and understand this Policy;
(c) ensuring employees participate in any training specific to the needs on the said employee or job function; and
(d) act promptly if employee expressed any concern and handle the matter in accordance to this Policy.

13.2 The Board has overall responsibility for ensuring this Policy complies with the Group’s legal and ethical obligations.

13.3 The Compliance Officer has primary responsibility in reviewing the implementation of this Policy, considering its suitability and adequacy, as well as monitoring its use and effectiveness.

13.4 All directors, employees and associated personnel are responsible for the success of this Policy and ensure that they follow the policy and procedures set out herein. They are also invited to comment on this Policy and propose ways to improve this Policy. Comments, suggestions and queries should be addressed to the Compliance Officer.


14.1 This Policy shall be revised as and when the need arises for any amendment or update.

14.2 Amendments to this Policy must be approved by the Board.


15.1 This Policy is made accessible to all directors, employees and associated personnel on the Group’s website at and e-document section of the Employee Self Service. They shall acknowledge that they have read, understood and agreed to comply with the Anti-Bribery and Corruption Policy on the date herein or as and when he/she join the Group. Any amendments to this Policy shall be communicated to them accordingly.


1. Overview

Eng Kah Corporation Berhad (the “Company”) has adopted the Directors’ Fit and Proper Policy (the “Policy”) concerning ascertaining the fit and proper criteria of Directors for the appointment and re-election of Directors of the Company and its subsidiaries.

2. Policy Objective

2.1 This Policy aims to provide guidance to the Nomination Committee and Remuneration Committee in assessing and review of potential candidates for the appointment and re-election of Directors on the Boards of the Company and its subsidiaries.

2.2 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 the Company and its subsidiaries.

2.3 This Policy set out the fit and proper criteria for the appointment and re-election of Directors of the Company and its subsidiaries.

3. Fit and Proper Criteria

3.1 Character and Integrity

3.1.1 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 with respect to the person’s honesty, integrity or business conduct

3.1.2 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 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. political appointment) to facilitate government relations for the company in a manner that contravenes the principles of good governance

3.1.3 Financial Integrity

  • manages personal debts or financial affairs satisfactorily
  • demonstrates the ability to fulfil personal financial obligations as and when they fall due
  • has not been subjected to a judgment debt which is unsatisfied, either in whole or in part whether in Malaysia or elsewhere

3.1.4 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
  • has not been reprimanded by the Securities Commission Malaysia, Bursa Malaysia Securities Berhad, Suruhanjaya Syarikat Malaysia or any other regulatory authorities in Malaysia

3.2 Experience and competence

3.2.1 Qualifications, training and skills

  • possesses education qualification that is relevant to the skill set that a director is earmarked to bring to bear onto the boardroom (i.e. a match to the board skill set matrix)
  • has a considerable understanding of the business and workings of a corporation
  • possesses general management skills as well as an 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

3.2.2 Relevant experience and expertise

  • possesses relevant experience and expertise with due consideration given to the past length of service, nature and size of business, responsibilities held, number of subordinates as well as reporting lines and delegated authorities

3.2.3 Relevant past performance or track record

  • 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

3.3 Time and commitment

3.3.1 Ability to discharge role having regard to other commitments

  • able to devote time as a board member, having factored in other outside obligations including concurrent board positions held by the director across listed issuers and non-listed entities (including not-for-profit organisations)

3.3.2 Participation and contribution to the board or track record

  • demonstrates a willingness to participate actively in board activities
  • demonstrates a 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 the ability to articulate views independently, objectively and constructively
  • exhibits open mindedness to the views of others and the ability to make a considered judgment after hearing the views of others

4. Responsibilities of the Board, Nomination Committee and Remuneration Committee

4.1 Nomination Committee and Remuneration Committee shall be directly responsible for conducting reviews and assessments on the fitness and propriety of directors and recommend to the Board.

4.2 The Board shall make final decisions on appointments.

5. Assessment

5.1 The Fit and Proper Criteria should be assessed by the Nominating Committee and Board both prior to initial appointments and at regular intervals annually.

5.2 The Fit and Proper assessments should be incorporated into the director’s annual assessment.

5.3 The information gathered from the assessments is part of the Company’s internal documents and shall not be disclosed or provided to any other party.

6. Disclosure

The nomination and election process of directors including the application of the Company’s fit and proper policy as a factor in determining the board’s decision to appoint or re-elect a director are disclosed in Annual Report.

7. Periodic Review

This Policy shall be reviewed annually by the Nomination Committee and is available on the Company’s website.

Adopted by The Board on 25th May 2022

1. Overview

Eng Kah Corporation Berhad (the “Company”) and its subsidiaries (the “Group”) are committed to ensuring that all Directors, Key Senior Management and all employees of the Group, act with integrity and uphold the highest standards of ethical conduct. This Conflict of Interest Policy (the “Policy”) is an integral part of the Group’s commitment to promoting transparency, accountability, and fair business practices.
The Policy is established to be read in conjunction with the Company’s existing Code of Conduct and Ethics, Related Party Transactions Policy and Anti-Bribery and Corruption Policy. Together, these policies form a comprehensive framework that guides the behavior of all Directors, Key Senior Management and all employees within the Group and helps maintain the Group’s reputation for ethical business practices.

2. Objective

The objective of the Policy is to establish a framework that guides all employees within the Group in identifying, disclosing, and managing conflicts of interest or potential conflicts of interest, ensuring transparent, ethical, and responsible business conduct aligned with regulatory requirements and the Group’s commitment to integrity.

3. Scope

The Policy extends its application to encompass all Directors, Key Senior Management and all employees of the Group, including individuals on contract terms, temporary employees and those undergoing internship. It becomes operational whenever an individual, in the course of their current or prospective activities, recognizes or should reasonably recognize the potential emergence of a conflict of interest.
The Policy maintains a broad scope, acknowledging the impossibility of being entirely exhaustive in covering all scenarios that may give rise to conflicts of interest. In navigating such situations, the Directors, Key Senior Management and all employees of the Group are entrusted with the responsibility to exercise reasonable judgment and strive to adhere to the principles outlined in the Policy.

4. Identifying conflicts of interest

4.1 Conflicts of interest happens in situations where two or more competing interest’ conflict and impair an individual’s ability to make objective decisions. Generally, conflicts of interest arise when personal interests interfere with the Group’s interests. It may not necessarily result in unethical or illogical acts but may arise when employee take actions or have interests that may make it difficult to perform their roles in the Group’s objectively.

4.2 Generally, conflicts of interest can be categorized broadly as follows:

4.2.1 Equity ownership in entities having a business relationship with the Group
Directors, Key Senior Management, and all employees hold shares in privately-owned companies that maintain a business relationship with the Group, whether directly or indirectly (e.g., through a family member). However, it’s important to note that this Policy does not cover shares held in publicly quoted companies unless the holding is deemed substantial and could potentially impact the individual’s impartiality.

4.2.2 Directorship, partnership or other forms of interest in entities having a business relationship with the Group
This pertains to scenarios wherein a Director, a Key Senior Management, or an employee holds a position or possesses an interest in entities that maintain a business relationship with the Group. Such relationships encompass financial stakes in any of the Group’s projects, contracts, sales, transactions, or other business dealings, as well as connections through family members, close relatives, or associates with vested interests in said entities.

4.2.3 Directorships Held in Common
Holding concurrent roles, including directorships or key senior management positions in multiple companies, presents the risk of disclosing confidential information acquired through one directorship to another entity where the individual holds a similar position.

4.2.4 Utilization of Group Assets for Personal Purposes
Any unauthorized utilization of the Group’s assets, resources, or information for personal reasons is prohibited without prior approval from the Board’s Chairman. In cases involving the Chairman, approval must be sought from the Board.

4.2.5 Favorable Financial Assistance
Directors, Key Senior Management or family members of Director or Key Senior Management who provide financial assistance to, or receive financial assistance from, the Company or its subsidiaries under terms and conditions that are more favorable to them than standard commercial terms may encounter a conflict of interest. Such arrangements may compromise impartiality and raise concerns about fairness and equity in financial dealings.

4.2.6 Contractual dealings
Lease agreements involving Directors, Key Senior Management or family members of Director or Key Senior Management who lease property to or from the Company or its subsidiaries under terms and conditions that are more advantageous to them than typical commercial terms could signify a conflict of interest. These arrangements may pose ethical dilemmas and potential biases, impacting the integrity of the leasing process and raising questions about the individual’s objectivity.
For the purpose of this Policy, the term “family members” means your spouse, parent, child, including adopted child and stepchild, brother, sister and the spouse of your child, brother or sister.

5. General Responsibilities

5.1 Upholding Ethical Standards
Directors, Key Senior Management, and all employees of the Group are responsible for conducting themselves with the utmost integrity, adhering to ethical standards, and promoting a culture of honesty and transparency within the organization.

5.2 Compliance with Laws and Regulations
It is the responsibility of all individuals to comply with applicable laws, regulations, and internal policies governing their conduct and the operations of the organization.

5.3 Fulfilling Duties and Obligations
Directors and Key Senior Management are entrusted with the duty to act in the best interests of the Company and its stakeholders, making decisions that promote long-term value creation and sustainable growth. While employees are responsible for carrying out their assigned tasks efficiently and effectively, contributing to the overall success of the organization.

5.4 Exercising Sound Judgment
Directors, Key Senior Management and all employees of the Group are expected to exercise sound judgment and make informed decisions based on objective analysis, considering the potential impact on the organization and its stakeholders.

5.5 Accountability and Transparency
Directors, Key Senior Management, and all employees of the Group are accountable for their actions and decisions, and should be transparent in their communication, reporting, and disclosure practices.

6. Disclosure and Declaration

6.1 For Directors or Key Senior Management
All Directors and Key Senior Management are obligated to submit a Conflict of Interest Declaration Form promptly upon becoming aware of any conflict of interest or potential conflict of interest. This declaration form must be forwarded to the Audit Committee (“AC”) for the AC to report to the Board of Directors, where necessary, and documented by the Company Secretary.
Furthermore, in addition to the declaration, Directors and/or Key Senior Management involved in a conflict of interest or potential conflict of interest must comply with the AC’s recommendations after consultation and review. The AC will determine reasonable steps and measures to manage, resolve, or eliminate the conflict of interest or potential conflict of interest and mitigate its impact on negotiation, discussion, or decision-making processes.
All information disclosed under this Policy is to be treated as strictly confidential. The completed and signed Declaration Form from Directors and/or Key Senior Management must be securely retained by the Company Secretary for record-keeping purposes.

6.2 For Employees
Any conflict of interest must be promptly declared by completing the Conflict of Interest Declaration Form. Employees should ensure accuracy and thoroughness in disclosing any conflicts of interest. Upon completion, the Conflict of Interest Declaration Form must be promptly submitted to the employee’s Head of Division or their direct superior for further action.
It is imperative that employees declare conflicts of interest as soon as they become aware of them, ensuring prompt disclosure for timely resolution and prevention of potential negative impacts on the organization.
The completed Declaration Form should be forwarded by the employee with the conflict to their Division Head without delay. In addition to making the declaration, both the employee with the conflict and their respective Head of Division must take reasonable steps to manage the conflict and mitigate its impact on the negotiation, discussion, or decision-making process. These measures may include, but are not limited to:
(a) abstaining from involvement in the project or matter, including refraining from participation in discussions or decision-making processes;
(b) limiting access to sensitive information related to the conflict;
(c) if necessary, rearranging the employee’s duties or responsibilities to a non-conflicting function, ensuring that their participation is restricted appropriately.
By adhering to these procedures and guidelines, employees can effectively manage conflicts of interest, safeguarding the integrity and reputation of the organization.

7. Periodic Review

This Policy shall be reviewed from time to time as and when the need arises.