CONFLICT OF INTEREST POLICY
INTRODUCTION
Ideal Capital Berhad (“the Company”) and its subsidiaries (“the Group”) are committed to maintaining the highest standards of ethical conduct, professionalism, integrity and transparency at all times in all its business operations. The Directors, Key Senior Management and all employees of the Group are expected to conduct themselves and discharge their duties in a professional and honest manner, and to avoid any conflict or potential conflict of interest that may arise in the course of their duties.
PURPOSE
This purpose of this Conflict Of Interest Policy is to ensure that actual, potential and perceived conflicts of interest are identified and managed effectively. It will provide guidance on how to deal with conflict of interest situations and protect the interest of the Group.
SCOPE
This Policy applies to the Directors, Key Senior Management and all employees of the Group. This Policy applies whenever an individual recognizes, or should recognize, that a conflict of interest or potential conflict of interest may arise from their current or future activities. This Policy provides guidance on ways to identify and declare all conflicts of interest, ways to develop, implement and monitor actions to appropriately manage the conflict. As this Policy cannot be all inclusive, Directors, Key Senior Management and all employees are expected to exercise sound judgment and adhere to the intent of this Policy.
IDENTIFYING CONFLICTS OF INTEREST SITUATIONS
The Directors, Key Senior Management and all employees should be alert and pay attention to the following situations to abstain from any potential conflicts of interest
- Equity ownership in companies having a business relationship with the Group
This is where a Director, Key Senior Management or employees hold shares in privately owned companies having a business relationship with the Group, either directly or indirectly (e.g. through a family member). This Policy does not apply to shares held in publicly quoted companies that have a business relationship with the Group unless such holding is considered to be material and could potentially impair the objectivity of the Director, Key Senior Management or employees. - Directorship, partnership or other forms of beneficial interest in companies having a business relationship with the Group
This applies to situations where a Director, Key Senior Management or employee holds a position or has in interest in companies having business relationship with the Group, including any direct or indirect financial or other interests, where such interests could potentially influence the decisions made by the Group. - Personal relationships
A conflict of interest would arise if a family member of the Director, Key Senior Management or employee has a reporting relationship with the Director, Key Senior Management or employee. A conflict of interest would also arise if there is a family member with an interest (e.g. in the form of ownership, directorship, partnerships, employment, etc.) in companies which have a contractual arrangement with the Group. - Contractual dealings with Directors, Key Senior Management or Employees
This situation is when the Group purchases or leases property, equipment, materials, etc. from Directors, Key Senior Management or employees, or enters into contractual arrangements with Directors, Key Senior Management or employees (other than employment contracts). Such situations give rise to a conflict of interest and should be declared. - Dealings with competitors
If a Director, Key Senior Management, employee or family member of a Director, Key Senior Management, employee has financial of other interests or any involvement in the business of a competitor, or holds a directorship in a competitor, such a situation would give rise to a conflict of interest. This does not apply to the holding of publicly quoted shares of competitor companies, unless such holding is considered to be material and the interest is likely to impair the objectivity of the Director, Key Senior Management or employee concerned.
If a Director, Key Senior Management, employee has accepted employment with a competitor, this could result in a conflict of interest during the period which they are still employed within the Group, especially if they are dealing with sensitive or confidential information. As such, the conflict of interest or potential conflict of interest must be declared immediately upon acceptance of employment with the competitor to enable the Group to take the necessary actions to manage the conflict of interest or potential conflict of interest. - Involvement in activities where the Directors, Key Senior Management or Employees concerned are the subject matter
A conflict of interest arises if a Director, Key Senior Management or employee participates in activities where they are the subject of discussion or where the decision involves them. An example of such situation is where an allegation is made against a Director, Key Senior Management or employee through the whistle blowing channel, and the Director, Key Senior Management or employee is part of the investigating team tasked with investigating the allegation.
DISCLOSURE AND DECLARATION
All Directors, Key Senior Management and employees are required to make a declaration by completing the Conflict of Interest or Potential Conflict of Interest Declaration Form a and when the conflict of interest or potential conflict of interest situation arises, and shall be made at the earliest opportunity, as soon as the Director, Key Senior Management or employee becomes aware of the conflict.
The declaration form must be escalated to the Audit Committee and the Board of Directors
and recorded by the Company Secretary. The Audit Committee and Board of Directors will after consultation and review, determine the reasonable steps and measures to manage, resolve or eliminate the conflict of interest or potential conflict of interest and mitigate the impact on the decision making process.
All information disclosed in this Policy is strictly private and confidential.
GENERAL GUIDELINES AND PRINCIPLES
All Directors, Key Senior Management and employees are responsible for identifying and managing conflict of interest at all times. They are required to:
- Act in the best interest of the Group.
- Act with objectivity, integrity and independence, exercise sound judgment and discretion.
- Avoid, wherever possible, any situations giving rise to conflicts of interest or potential conflicts of interest.
- Disclose any conflicts of interest or potential conflicts of interest that may arise within the Group, including financial or non-financial interests, relationships or affiliations that could affect their impartiality in decision making.
- Protect confidential information of the Group and never use it for their own benefit or the benefit of other persons or third parties.
- Comply with this Policy and other relevant policies and guidelines relating to the identification, documentation, escalation and management of conflicts of interest.
BREACH OF POLICY
Failure to disclose a conflict of interest or potential conflict of interest, failure to provide complete and accurate information on the matter or appropriately manage the conflict is a breach of this Policy and could result in disciplinary action being taken by the Group.
Review
This Policy will be subject to review and revision periodically and when the need arises as it may deem appropriate.
