CORPORATE GOVERNANCE

A. PRINCIPLE

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

B. PURPOSE

This Code of Ethic is formulated to enhance the standard of corporate governance and corporate behavior with the intention of achieving the following aims:-

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

C. 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.

D. CODE OF ETHICS AND CONDUCT

The Code of Ethic and Conduct (“the Code”) of I-Berhad is to be observed by all Directors of the I-Berhad Group (“the Group”), and the core areas of conduct under the Code include the following:-

1. To have a clear understanding of the aims and purpose, capabilities and capacity of the Group;
2. To 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. To stay abreast of the affairs of the Group and be kept informed of the Group’s compliance with the relevant legislation and contractual requirements;
4. To insist on being kept informed on all matters of importance to the Group in order to effective in corporate management;
5. To limit his/her directorship of companies to a number in which he can best devote his/her time and effectiveness; each director is in his/her own judge of his/her abilities and how best to manage his/her time effectively in the Group in which he/she holds directorship;
6. Access to the advice and services of the Company Secretary, for the benefit and prosperity of the Group;
7. To disclose immediately all contractual interests whether directly or indirectly with the Group;
8. Neither divert to his/her own advantage any business opportunity that the Group is pursuing, nor may he/she use confidential information obtained by reason of his/her office for his/her own advantage or that of others;
9. To act with utmost good faith towards the Group in any transaction and to act honestly and responsibly in the exercise of his powers in discharging his/her duties at all time; and
10. Willing to exercise independent judgment and, if necessary, openly oppose if the vital interest of the Group is at stake;
11. Relationship with Shareholders, Employees, Creditors and Customers
    1. To conscious of the interest of shareholders, employees, creditors and customers of the Group;
    2. To promote professionalism and improve the competency of management and employees; and
    3. To ensure adequate safety measures and provide proper protection to workers and employees at the workplace.
12. Social Responsibilities and the Environment
    1. To adopt an objective and positive attitude and give the utmost corporation for the common good when dealing with government authorities or regulatory bodies;
    2. To ensure the effective use of natural resources, and improve quality of life by promoting corporate social responsibilities;
    3. To be more proactive to the needs of the community and to assist in society related programmes; and
    4. To ensure that the activities and the operations of the Group do not harm the interest and well-being of society at large and assist in the fight against inflation.

The Board will review the Code regularly to ensure that it continues to remain relevant and appropriate.