Investor Relations

Corporate Governance

Terms of Reference

Press Releases

Board Charter

Business Code of Conduct

Core Values

Introduction

Code of Conduct

General Information

Vendor Code of Conduct

Policy and Procedure on Conflict of Interest

Anti-Bribery & Corruption Policy

Whistle-Blowing Policy

Remuneration Policy

Remuneration for Executive Directors & Senior Managers

Remuneration for Non-Executive Directors

Directors’ Fit and Proper Policy

Diversity Policy

Sustainability Policy

Board Charter

(Revised date: 22 Feb 2023)

Purpose of the Board Charter

This Board Charter sets out the principles for the operation of the Board of Directors (“the Board”) of Innity Corporation Berhad (“the Company”) and its subsidiaries and associate companies (“the Group”) and describes the functions of the Board and those functions delegated to Management of the Company.

The Board collectively leads and is responsible for the success of the Company and the Group by providing entrepreneurial leadership and direction as well as supervision to the management. The Board is the ultimate decision making body.

This Board Charter incorporates the Principles and Practices of the Malaysian Code on Corporate Governance (“MCCG”), as considered appropriate, Ace Market Listing Requirements of Bursa Malaysia Securities Berhad (“AMLR”) on corporate governance, certain aspects of the Company’s Constitution and relevant portions of the Companies Act 2016 insofar as the duties and responsibilities of Directors are concerned. This Board Charter is established to promote high standards of corporate governance and is designed to provide guidance and clarity for Directors and management with regard to the role of the Board and its committees. This Board Charter does not overrule or pre-empt the statutory requirements and other relevant statutes. This Board Charter shall form an integral part of each Director’s duties and responsibilities.

The Board Charter has been adopted by and is applicable to all Directors of the Company and, amongst other things, provides that all Directors must avoid conflicts of interest between their private financial activities while conducting their duties in the matter of the company’s business.

Authority

The Board derives its authority to act from the Memorandum and Articles of Association of the Company and the law and regulations governing companies in Malaysia.

Board Composition
1. Board Balance and Mix:
  1. The number of directors shall be not less than 2 but not more than 10 as set out in the Company's Articles of Association.
  2. In accordance with the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company must ensure that at least 2 directors or 1/3 of the board of directors of the Company, whichever is higher, are independent directors. If the number of directors of the Company is not 3 or a multiple of 3, then the number nearest 1/3 must be used.
2. Diversity:
  1. The Board shall be of a size and composition with the benefit of diversity in perspectives, competencies, extensive experience, knowledge and skills to understand properly and deal with the current and emerging issues of the business of the Company and the Group. Thus, the Board acknowledges the importance to promote gender diversity by having female director on the Board.
  2. The Board shall take into account the diversity factors including ethnicity and age distribution of the Directors, to maintain a balanced Board composition. In this respect, the Board is committed to ensure sufficient diversity in its composition as set out in the Diversity Policy
3. Tenure of Directors:
  1. Pursuant to the Company's Articles of Association, an election of directors takes place subsequent to their appointment each year where 1/3 of the directors or if their number is not 3 or a multiple of 3, then the number nearest to 1/3, shall retire by rotation from office and shall be eligible for reelection at each annual general meeting and that each director shall retire from office at least once in every 3 years and shall be eligible for re-election.
  2. The directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became directors on the same day those to retire (unless they otherwise agree among themselves) be determined by lot.
  3. An Independent Director who has served 9 (nine) years as a Board member can only be re-appointed upon approval by the shareholders at the Annual General Meeting.
4. Company Secretary:
  1. The appointment and removal of the Company Secretary is a matter for the Board as a whole. The aboard recognises the fact that the Company Secretary should be suitable, qualified and capable of carrying out the duties required.
5. Board Committee:
  1. As part of its efforts to ensure the effective discharge of its duties, the Board has delegated certain functions to certain Committees with each operating within it is clearly defined terms of reference. The Chairman of the various Committees will report to the Board on the outcome of the Committee meetings.
  2. The Board has established the following Committees to assist the Board in the execution of its duties:
    1. Audit and Risk Management Committee ( “ARMC”)
    2. Remuneration Committee ( “RC” )
    3. Nomination Committee ( “NC” )
  3. The Chairman of the relevant Board Committees will report to the Board on the key issues deliberated by the Board Committees at the Board meetings.
6. The Board's Relationship with Shareholders:
  1. The Board will maintain an effective communications policy that enables both the Board and Management to communicate effectively with shareholders and the general public

Appointments and Re-election
1. The appointment of a new Director is a matter for consideration and decision by the Board upon appropriate recommendation from the NC. It is the essence of the Board to ensure high levels of professional skills and appropriate personal qualities are pre-requisites for such nominee.
2. The criteria for the recruitment or appointment (including re-election/ re-appointment) of Director is guided by fit and proper assessment by the NC based on the Terms of Reference of the NC.
3. A Director shall at all times exercise his powers for a proper purpose and in good faith in the best interest of the Company and shall act honestly and use reasonable care, skill and diligence in the discharge of the duties of his office and shall not make use of any information acquired by virtue of his position to gain directly or indirectly an improper advantage for himself or for any other person or to cause detriment to the Company.
4. Annual assessment on the effectiveness of the Board, Board Committees and Individual Directors will be carried out with the objective to draw the attention of the Board key areas that need to be improved.
5. The Board shall provide a statement as to whether it supports the appointment or re-appointment of the director and the reasons.

Role And Responsibilities Of Board
1. Role of Board:
  functions of the Board are to:
  1. monitor the compliance with all relevant statutory and legal obligations.
  2. handle conflict of interest issues relating to a substantial shareholder or a Director including approving related party transactions;
  3. review and set the Group's strategic plan and direction and ensure that resources are available to meet its objectives.
  4. supervise the operations of the Group to evaluate whether established targets are achieved.
  5. identify principal risks and ensure the implementation of appropriate systems to manage these risks
  6. promote better investor relations and shareholder communications.
  7. ensure that the Group's core values, vision and mission and shareholders' interests are met.
  8. review the adequacy and the integrity of the Group's internal control systems including systems for compliance with applicable laws, regulations, rules, directives and guidelines.
  9. establish such committees, policies and procedures to effectively discharge the Board's roles and responsibilities.
  10. initiate a Board self-evaluation program and follow-up action to deal with issues arising and arrange for directors to attend courses, seminars and participate in development programs as the Board judges as appropriate.
  11. ensure that the Company has appropriate corporate governance structures in place including standards of ethical behaviour and promoting a culture of corporate responsibility.
2. Role of Chairman and Managing Director:
  The roles of the Chairman and Managing Director are strictly separated. The Chairman is responsible for:
  1. leadership of the Board.
  2. overseeing the effective discharge of the Board's supervisory role.
  3. scheduling regular and effective evaluations of the Board's performance.
  4. promoting constructive and respectful relations between Board members and between the Board and the Management.
  The Managing Director is responsible for:
  1. strategic business direction, plans and policies of the Group.
  2. the efficient and effective operation of the Group.
  3. day-to-day management of the Group with all powers, discretions and delegations authorised, from time to time, by the Board.
  4. bringing material matters to the attention of the Board in an accurate and timely manner.
3. Role of Committees:
  The roles and responsibilities of ARMC, RC and NC are set out in the terms and reference of each Committee.

Disqualification or vacation of office:
The office of Directors shall become vacant if the Director:
1. becomes bankrupt;
2. has been convicted of an offence involving bribery, fraud or dishonesty;
3. becomes disqualified from being a Director by reason of any other made under the Companies Act 2016 or has been convicted of an offence under Sections 213, 217, 218, 228 and 539 of the Companies Act 2016;
4. becomes of unsound mind;
5. resigns from office by notice in writing given to the Company; or
6. removed from office by resolution of the Company in general meeting of which special notice has been given.

Board Processes
1. Board Meeting and Frequency:
  1. Meetings will be conducted on a quarterly basis. The Company Secretary will prepare and circulate notices and timetables for all required to attend the meeting.
  2. The quorum of Board meeting is 2 members, present in person including virtual dial in.
  3. Proceedings of all meetings are minuted and signed by the Chairman of the meeting. Minutes of all Board meetings are circulated to the directors and approved by the Board at the subsequent meeting. Directors' Circular Resolutions approved by majority of the directors are as valid and effective as if the resolutions had been passed at the meeting of the directors. The resolutions are to be recorded in the Company's minutes book kept by the Company Secretary.
  4. Actions on all matters arising from any meeting are reported at the following meeting.
  5. The Board may invite external parties such as auditors (both internal and/or external auditors), solicitors or consultants as and when the need arises. Such invited parties may attend part or all of the Board Meeting at the discretion of the Board
2. Notices and Meeting Papers:
  1. The notice of Board meetings shall be issued at least seven (7) days prior to the meeting.
  2. As a best practice and allow ample time for Directors to study and evaluate the matters to be discussed and subsequently make effective decisions. The Board paper and agenda items shall be circulated at least seven (7) days prior to the meeting.
  3. Minutes prepared following the Board meeting will be circulated in draft form. The draft minutes will be re-circulated with the Board papers in readiness for signing at the following meeting. Issues discussed in arriving at each Board's decision shall be recorded.
3. Access to Information:
  1. The Directors have unrestricted access to the advice and services of the Company Secretary and Senior Management staff in the Group and may obtain independent professional advice at the Company's expense in the furtherance of their duties.
  2. The Directors acknowledge that confidential information received in the course of exercise of the Board duties remains the property of the Group, whether it relates to the Group or another entity. It will not be disclosed unless either the Chairman of the Board has so authorized in writing or disclosure is required by law.
4. Directors' Training:
  1. The Directors are regularly updated by the Company Secretaries on new statutory, corporate and regulatory developments relating to Directors' duties and responsibilities or the discharge of their duties as Directors of the Company.
  2. To improve their skills, Directors are encouraged to attend the relevant training at the company's expense

Corporate Governance
1. The Board upholds the three (3) principles of good corporate governance, which are:
  1. board leadership and effectiveness
  2. effective audit and risk management; and
  3. integrity in corporate reporting and meaningful relationship with stakeholders.
2. The Board is collectively responsible for the long-term success of a Company and the delivery of sustainable value to its stakeholders. In discharging its fiduciary duties and leadership functions, the Board sets the strategic direction of the Group while exercising oversight on management.
3. The Board also oversees that the risks associated in achieving its objectives are mitigated and managed.
4. The Board ensure that the Group’s sustainability strategies, priorities and targets are communicated to its internal and external stakeholders.

Accountability and Audit
1. Financial Reporting
  1. Each quarter, the Board shall receive a detailed performance review in the form of Quarterly Interim Financial Report from the Chief Financial Officer prior to Board Meeting is being held and shall review and deliberate the Quarterly Financial Results at the Board Meeting. The Chairman shall regularly communicate with the Executive Directors to review key issues and performance trends.
  2. The Board aims to present a clear and balanced assessment of the Group’s financial position and future prospects that extends to the annual and quarterly reports.
  3. The Board ensures that the annual and interim financial statements are prepared so as to give a true and fair view of the current financial status of the Group in accordance with the approved accounting standards.
2. Non-Financial Reporting
  1. The Board reviews the strategic plan, approves the annual budget and monitors the Group’s performance against them. Initiatives have included disciplined growth strategies, capital management, cost efficiencies and other aspects of operational improvement programs
3. Company Auditors
  1. The Board has established formal and transparent arrangement for considering how financial reporting and internal control principles will be applied and for maintaining an appropriate relationship with the Company auditors through the ARMC.
  2. The ARMC also keeps under review the scope and results of the audit and the independence and objectivity of the Company auditors. The ARMC ensures that the Company auditors do not supply a substantial volume of non-audit services to the Company and the Group and any practice that departs from this has to be disclosed in the Audit and Risk Management Committee Report.
4. Internal Controls and Risk Management
  1. The Board has overall responsibility maintaining a system of internal controls, which provides reasonable assurance of effective and efficient operations and compliance with laws and regulations as well as with internal policies and procedures.
  2. The Group has a well-resourced internal audit function, which critically reviews all aspects of the Group’s activities and its internal controls. Comprehensive audits of the practices, procedures, expenditure and internal controls of all business and support units and subsidiaries are undertaken on a regular basis. The outsourced internal auditors has direct access to the Board through the Chairman of the ARMC.
  3. The Board ensures the system of internal controls is reviewed on a regular basis by the ARMC.
  4. The ARMC receives reports regarding the outcome of such reviews on a regular basis

The Board’s Relationship with Shareholders and Stakeholders
1. The Board shall maintain an effective communications policy that enables both the Board and Management to communicate effectively with its shareholders, stakeholders and the general public.
2. It is the role of the Board to ensure that the general meetings of the Company are conducted in an efficient manner and serves as a crucial mechanism in shareholder communications. Key ingredients behind this include the supply of comprehensive and timely information to shareholders and the encouragement of active participation at the general meetings.
3. The Board will focus its efforts on the following best practices to enhance the effectiveness of the general meeting:
  1. ensure that each item of special business included in the notice to be accompanied by a full explanation of the effects of the proposed resolution;
  2. for election and re-election of Directors, ensures that the notice of meeting state which Directors are standing for election with a brief description to include matters such as age, relevant experience, list of directorships, date of appointment to the Board, details of participation in board committee and the fact that a particular Director is independent;
  3. ensure that the Chairman provides reasonable time for discussion at the meeting. Where appropriate and if required, the Chairman will also undertake to provide written answer to any significant question which cannot be answered immediately;
  4. ensure that the conduct of a virtual general meeting (fully virtual or hybrid) support meaningful engagement between the Board, senior management and shareholders. This includes having in place the required infrastructure and tools to support among others, a smooth broadcast of the general meeting and interactive participation by shareholders. Questions posed by shareholders will be made visible to all meeting participants during the meeting itself.
4. The Board shall appoint an experienced senior personnel (not necessary a member of the Board) and/or an external experienced communications consultant company to represent the Company in investor relations. The Board also observes the disclosure and communication guidelines for this purpose.
5. The Communication with shareholders, stakeholders and the general public can be achieved through:
  1. establishing an investor relations function;
  2. conducting engagement forums;
  3. organising investor, analyst and media briefings; and
  4. use of electronic means such as website, social media platforms
6. The Board acknowledges the need for shareholders to be informed of all material business matters affecting the Group and adopts an open and transparent policy in respect of its relationship with its shareholders and investors.
7. The Board ensures the timely release of financial results on a quarterly basis to provide shareholders and analysts with an overview of the Group’s performance and operations in addition to the various announcements made during the year.
8. The Company’s website, www.innity.com provides easy access to corporate information pertaining to the Group and its activities and is continuously updated.

Induction Process
The objective of the induction process is to provide Directors with a rapid and clear insight into the Group as well as keeping them abreast with development in the marketplace pertaining to the oversight function of Directors. This will enable the Directors to discharge their duties and responsibilities effectively.

Directors’ External Commitments and Conflict of Interest
1. The Company’s Constitution stipulate that a Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare his interest in accordance with the provisions of the Companies Act 2016. The Director concerned shall not participate in deliberations and shall abstain himself from voting in any matter arising thereof.
2. Should there be an actual, potential or perceived conflict of interest between the Company/Group or a related corporation and a Director, or an associate of a Director such as a spouse or other family members, or a related company, the Director involved shall make full disclosure and act honestly in the best interest of the Company
3. An actual, potential or perceived conflict of interest shall not necessarily disqualify an individual Director from the Board provided that full disclosure of the interest has been made in good faith and with due honesty.
4. For the purpose of the above-mentioned paragraphs, the directors shall perform an annual self-declaration on independence (in respect of those who are Independent Directors) and conflict of interest for the Group’s records.

Whistle-Blowing Policy
1. To enhance corporate governance practices across the Group, a whistle-blowing policy was adopted which provides Directors, officers, employees and stakeholders of the Group with an avenue to report suspected improprieties such as illegal or unlawful conduct, contravention of the Group’s policies and procedures, acts endangering the health or safety of any individual, public or employee, and any act of concealment of improprieties.
2. The aim of this policy is to encourage the reporting of such matters in good faith, with the confidence that the person filing the report, to the extent possible, be protected from reprisal, victimisation, harassment or subsequent discrimination.

Anti-Bribery and Corruption Policy
The Board shall ensure a sustainable anti-corruption and anti-bribery programme be implemented in the Company and the Group, which includes compliance with the Anti-Bribery and Anti-Corruption Policy and assign adequate resources to implement the said programme. The Anti-Corruption Policy is available at the Group website.

Code of Conduct and Ethics
The Board has formalised Code of Conduct and commit to ethical values through the maintenance of a code of conduct and ethics and ensure the implementation and compliance with the code of conduct and ethics.

Indemnities and insurance
The Company shall provide directors with, and will pay the premiums for, indemnity and insurance cover while acting in their capacities as directors.

Corporate disclosures
The Board shall have relevant corporate disclosure policies and procedures to ensure comprehensiveness, accuracy and timeliness of information disclosed. These policies and procedures shall ensure compliance with the relevant disclosure requirements as enumerated in the AMLR.

The Company shall consider the use of information technology in communicating with stakeholders, including a dedicated section for Investor Relations on the Company’s website. This section shall provide information such as, amongst others, the Board Charter, Term of Reference of Committee and the Annual Report of the Company.

Review Of Board Charter
The Board Charter shall be reviewed by the Board as and when required to ensure its relevance in assisting the Board to discharge its duties with the changes in the corporate laws and regulations that may arise from time to time and to remains consistent with the Board's objectives and responsibilities.

This Board Charter is reviewed and approved by the Board of Directors on 22 February 2023

Business Code of Conduct

Innity Core Values

(Revised date: 23 Aug 2022)

Integrity

We believe integrity is the foundation of our individual and corporate actions that drives an organization of which we are proud.

Teamwork

We believe teamwork leverages our individual strengths.

Learning

We believe a learning environment is the way to achieve the full potential of each individual and the company.

Performance

We believe performance excellence will drive the results that differentiate us from our competitors.

The Code of Conduct focuses on our people. Why? The reason is simple. Our Company is more than the wholeof its assets, operations and policies. Most importantly, our employees are the indispensable ingredient that holds Innity together, creates its reputation, and ensures its progress and success.

Introduction

(Revised date: 23 Aug 2022)

Our Code of Conduct has been adopted by the Company’s Board of Directors and constitutes the Company’s primary behaviour guide for all Directors and employees of Innity (including employees on contract terms, temporary staff and those on internship or secondment). For this purpose, employees include consultants engaged by Innity on a fulltime basis.

It incorporates our basic standards of ethical legal behavior. It provides emphasis to our commitment, as a corporate family, to ethics and compliance with the law. It alerts employees to critical issues, which require consideration and caution. The Code of Conduct is also designed as a preventive tool – to help prevent and detect violations of the Company’s policies and the law.

The Code of Conduct does not have answers for every situation or dilemma that we may confront. It does provide substantial guidance concerning acceptable behaviour and assistance with various ethical and legal issues.

Ethical behaviour is not always easy to define. However, fairness, honesty, respect and trust (which are inherent in our Core Values of Integrity, Learning, Performance and Teamwork) are the principal characteristics of ethical behaviour. For all of us as employees, the basic requirement is that we conduct ourselves in a responsible manner. Good corporate citizenship requires that we do what is right.

Innity recognizes that its two most important assets are its employees and its integrity. These assets are inseparable. With the objective of attaining the highest standard of business ethics, Innity is dedicated to fostering an environment that is conducive to the achievement of the full potential of each employee. This environment is one where dialogue is fostered through self-expression based on responsible opinions, attitudes and concerns and ensures that proper channels of communication exist to allow such expressions to generate a proper management response.

As you read this Code of Conduct you should bear in mind the following:

Ethical behaviour and compliance with the law are conditions of employment. Even “well intentioned” actions that violate the Code of Conduct, other Company policies or the law will result in appropriate disciplinary action, including termination. For example, if an employee suspects that an action is wrong, but pursues that action because he or she believes that the revenue or profit outweighs corporate policy or applicable laws then he or she will be subject to discipline. New employees are required to sign a statement indicating that they have read, understand, and will comply with the Code of Conduct. Employees are periodically asked to reaffirm their compliance with the Code of Conduct.
We will not conduct business where the business environment is such that operating in an ethical, legal way is not possible. This applies to relationships with customers, government representatives, partners and vendors. No single business unit’s profitability is more important than the reputation and good will of Innity.
The Company’s Board of Directors and its management are committed to the principles expressed in this Code of Conduct, and all of us must conduct ourselves in conformance with this Code of Conduct.
We must all work together to maintain Innity’s reputation for integrity. All employees are expected to act in the best interest of the Company and to promote and protect the good name and reputation of Innity. Our Code of Conduct provides us with a better understanding of the principles that must govern all of our business activities.

The laws and regulations applicable to the matters addressed in this Code of Conduct (e.g., antiboycott, employment, labour, safety and securities laws) are complex, subject to frequent changes and vary from country to country. For this reason, the Company encourages its employees to seek appropriate advice if they have any doubt regarding the lawfulness or appropriateness of any proposed action.

Code of Conduct

(Revised date: 23 Aug 2022)

Communications

Innity is committed to conducting business in an open and honest manner. All communications, whether internal or external, should be accurate and forthright.

The Company will provide accurate information when promoting its products and services. Misleading, false or exaggerated claims concerning our products and services, or those of our competitors are unacceptable. These same principles must be adhered to when responding to inquiries from customers, fellow employees, the media and regulatory agencies.

The publication or circulation, either internally or externally, of any oral or written statement that is false, derogatory, malicious or defamatory of any other person and in particular Innity’s competitors, is prohibited.

The Company is also committed to fostering an environment where personnel records and medical files are treated with the same respect and confidentiality given to the Company’s and our customers’ records. Innity will only collect, use and disclose employee information on a business need-to-know basis in conformance with applicable regulations or when required by law or court order. This policy also applies to former employees.

The Company has issued and will issue, from time to time, other policies and directives with regard to communications, including the use of Company electronic communications systems. Employees are expected to be familiar with and observe all such policies and directives.

Employment practices

Employees constitute our most indispensable asset. The Company recognized that the inherent value of this asset is reflected in the ability, integrity, knowledge and talent of its employees. To recruit and retain the high-caliber employees that reflect these values, the Company’s guiding principle will be to:

Provide an environment where employees will adhere to our Code of Conduct and conduct themselves with fairness, honesty, integrity and professionalism in the performance of their functions and in all of their business relationships (treating one another with respect and professionalism is not just good business – in certain instances, these basic tenets of interpersonal behaviour are a matter of law);
Provide equal opportunity for all in recruiting, hiring, developing, promoting and compensating without regard to age, colour, disability unrelated to job performance, gender, national origin, race, religion, sexual orientation or any other basis that is protected under applicable law; and
Maintain a professional, safe and discrimination-free work environment, i.e., an environment where mutual respect is the absolute minimum of behaviour expected from everyone.

It is the Company’s policy to hire, evaluate and promote employees on the basis of their ability, achievements, experience and performance. Management will promote an environment where merit is the sole predicate for advancement.

Ethnic, racial, religious, sexual or any other type of harassment is unacceptable. An example of unacceptable practices in this regard is the use of the electronic mail system to receive or disseminate correspondence or materials that are sexually offensive, disparaging of others on the basis of age, creed, disability, gender, national origin, race, religion, sexual orientation, or which are false, derogatory to or maliciously critical of others.

In order to provide an environment that is conducive to productivity and personal growth, the Company prohibits sexual harassment of any kind, whether the harasser or the victim is a co-worker, supervisor, agent, customer, guest or vendor. Inappropriate or unwelcome sexual behaviour, either physical or verbal in nature, interferes with and obstructs performance in the workplace, violates Company policy and may constitute sexual harassment, which is against the law in some jurisdictions where we operate. The Company’s policy also prohibits retaliation against anyone who has made a harassment complaint.

If an employee believes he or she has experienced, learned of or witnessed harassment, the employee must immediately notify a Human Resources representative or a supervisor. The Company will promptly investigate each complaint and remedy the situation when a violation of Company policy has occurred.

The laws affecting employment practices are complex and constantly evolving. Therefore, it is critical that each supervisor maintain awareness of the Company’s employment policies by seeking appropriate advice of those within the Company who are responsible for keeping abreast of such legal developments or employment policies, i.e., the appropriate Human Resources representatives or Innity’s Legal Counsel.

Conflicts of interest

Employees must not engage in, or give the appearance of engaging in any activity involving a conflict, or reasonably foreseeable conflict, between personal interests and those of the Company. There must be no divided allegiances between employees, officers and directors and the Company. Therefore, any outside employment or outside business involvement by a Company employee must be made known by the employee to his or her supervisor.

The key to the successful resolution of any Conflict of Interest situation is prior disclosure. Any employee, office or director of the Company having any doubts as to whether a particular set of circumstances constitutes an impermissible conflict of interest should seek appropriate advice and clearance from his or her supervisor before the fact. In case of any doubt, the supervisor should seek appropriate assistance from the relevant officer.

The Company attaches as much significance to its employees’ avoidance of the appearance of irregularity as it does to actual instances of conflict of interest. Perceptions can be just as damaging to the affected employee’s or the Company’s reputation as the reality of a conflict of interest.

The Company may periodically ask employees to submit a formal declaration with regard to possible conflicts of interest. Providing timely, candid responses in such declarations is a condition of continuing employment. All such declarations and other information reported by employees relating to conflict of interest shall be maintained by the Company on a confidential basis, unless otherwise required to disclose by law or court order.

Please refer to: 4.4 Conflict Of Interest Policy for more details in all manner related to this.

Financial integrity

Management, shareholders, creditors, our colleagues and government entities rely upon the accuracy of the Company’s accounting records. It is therefore imperative that the accounting records and reports produced or derived from those records, be maintained and presented in accordance with the laws and regulations in each applicable jurisdiction. Those records must accurately and fairly reflect in reasonable detail the assets, liabilities, expenses and revenues of the Company.

The responsibility for ensuring that false or intentionally misleading entries are not made in the Company’s accounting records resides not only with finance and audit personnel but also with all other employees.

False and misleading accounting records, transactions, books and reports are strictly prohibited. Maintaining secret or unrecorded Company funds or bank accounts are also strictly prohibited. All Company records must be truthful and accurate.

No intentional misclassification of transactions as to accounts, business units or accounting periods are permitted and accurate documentation in reasonable detail must support all transactions. This applies to all transactions, large or small. Thus, the preparation of expense reports and time sheets, the posting of sales and marketing data, and the recording of significant capital improvements or investments require the same degree of accuracy and transparency.

Entertainment, favours and gifts

Innity is committed to the development of durable and long-term relationship with customers, communities in which the Company operates, shareholders and vendors. Our integrity and good name is fundamental to the creation of such relationships.

As a general rule, employees must not accept anything from third parties that may influence the business decisions they make on behalf of the Company. The exchange of social amenities (i.e., business lunches, dinners or entertainment) between Company employees and third parties is acceptable when reasonably related to a clear business purpose and within bounds of good taste and what is customary in a normal business relationship. However, any entertainment, favour or gift that is too repetitive or carries a perception of influence or obligation for the giver or the recipient is inappropriate. The appearance of impropriety must be avoided.

Misuse of company assets

As employees of Innity each one of us is a steward of its assets. As such, employees have the obligation to (a) protect and preserve the Company’s assets and resources and (b) assist the Company in its efforts to control costs.

Company assets include, but are not limited to, such things as electronic mail, computer systems, documents, equipment, facilities, information, the Company’s logo and name, materials and supplies. Any use of these assets for purposes other than the discharge of Company business is to be avoided. Moreover, the use of the Company’s assets and resources for personal financial gain is strictly prohibited.

All Company employees are required to respect the Company’s confidential and proprietary information and trade secrets. A trade secret is generally defined as any type of information that the Company maintains as confidential and that provides the Company with an opportunity to obtain an advantage over its competitors that do not know or use such information. This can include inventions, business information, technical information and computer programs.

Unless an appropriate officer of the Company authorizes in writing the release or disclosure of Company confidential, proprietary, or trade secret information, employees shall not make any such disclosure. Additionally, the Company absolutely forbids the use or disclosure of any non-Company confidential, proprietary, or trade secret information, including that which comes to you or the Company through legitimate channels, a previous employer, competitor or vendor, unless so authorized in writing by the owner of the information.

The use of Company assets and resources for anything other than the conduct of Company business (e.g., personal, community or charitable endeavors) requires express written authorization from a supervisor.

What constitutes misuse of Company assets and resources? How do we know if personal use of Company assets and resources crosses the line of reasonableness? The following examples are provided as illustrative of misuse and unreasonableness:

Use of Company facilities for personal gain;
The excessive use of the telephone or facsimile long-distance for personal purposes;
The routine taking of office supplies or equipment for personal consumption or use at home; and
The unauthorised copying of computer software programs.

Inside information and insider trading

Company policy and public securities exchanges establish strict guidelines for the use of material, non-public information (“inside information”) by employees, officers and directors. “Inside information” is generally defined as knowledge of Company business that has not been publicly disclosed and which may have an effect on the value of the Company securities (e.g., earning estimates, significant business investments, mergers, acquisitions and other developments, expansion or curtailment of operations and other activity of significance). “Material” inside information is confidential corporate information that would influence a reasonable person’s decision to buy, hold or sell the Company’s share or any other Company securities.

Accordingly, the Company requires all employees to strictly observe the following requirements:

All information about the Company not generally available to the public must be treated as confidential;
Employees receiving or having access to inside information are prohibited from trading in Innity securities for their benefit;
Employees must not disclose inside information to any other existing or potential investors in the Company, including spouses, relatives, friends, co-habitants or business associates; and
Employees who may have obtained inside information relating to publicly held companies (including clients, vendors and competitors), in connection with their employment at Innity, are prohibited from trading in securities of such companies.

The Company has established strict guidelines regarding inside information. These guidelines are contained in the Innity Securities Trading and Disclosure Policy, which may be found on the Company’s Website under the heading of Company Policies, Legal Compliance.

Competition and antitrust laws

The Company is committed to conducting its business in an open, vigorous and competitive fashion. Any activity that undermines this commitment is unacceptable and may also be illegal. Therefore, all purchases and sales must be predicated strictly on considerations of efficiency, price, service and suitability.

The Company’s policy is to comply with both the letter and the spirit of the antitrust laws and the competition laws of the countries where we operate. The Company expects every employee to comply with them fully. Violations of the law can result in severe penalties, including personal criminal liability.

Due to the complexity of antitrust laws it would be impossible to provide a detailed discussion of them in this Code of Conduct. However, the following examples illustrate practices that are prohibited:

Price fixing and bid rigging, i.e., agreements with competitors on prices to charge customers or potential customers;
The allocation of markets, whether geographically or otherwise, by competitors;
The fixing of production or production quotas by competitors;
The sharing of information by competitors about present and future pricing of services which they sell or intend to sell; and
The concerted refusal to deal with a customer. The Company has the right to unilaterally select the customers with whom it will do business. However, this right must be exercised alone without suggestion from competitors or other customers.

Substance abuse (alcohol and drugs)

It has been a long-standing policy of the Company to make every effort to provide its employees with a safe and productive work environment and to maintain the confidence of our other constituents, namely, customers, shareholders and vendors. To this end, the possession, purchase, sale, transfer, use or presence in one’s system of any illegal drugs or controlled substances (except drugs medically prescribed for the employee) by any employee while on Company premises, engaged in Company business is prohibited.

Similarly, the possession, purchase, sale, transfer or unauthorised use of alcohol in a Company facility or on Company premises is prohibited. The use or consumption of alcohol and drugs off the job or off the Company premises may also be the subject of disciplinary action if such use impairs the job performance of an employee, or endangers the health or safety of employees or the public.

Illegal drugs and controlled substances are defined as all forms of depressants, hallucinogens, narcotics, stimulants and other drugs whose possession, transfer or use is restricted or prohibited by law.

All Company entities, wherever located throughout the world, will abide by applicable laws and regulations relative to the possession, purchase, sale, transfer or use of alcohol and drugs.

Observance of our Code of Conduct

We expect everyone to observe the letter and the spirit of the Code of Conduct. Periodically, certain employees are required to complete and sign the Code of Conduct Questionnaire (the “Questionnaire”). Except where expressly prohibited by written law, the completion and return of the Questionnaire is a condition of employment. The Questionnaire contains an acknowledgement that the employee has read the Code of Conduct and complies with its requirements. The Questionnaire is sent annually to certain employees by the relevant officer on behalf of the Audit/Ethics Committee of the Board of Directors.

Any employee who violates our Code of Conduct, Company policies and procedures or the law, or knowingly permits a subordinate to do so, will be subject to disciplinary action up to and including termination, civil prosecution, or claims for damages or losses. Disciplinary action for violations will be applied consistently and fairly throughout the Company.

The Audit/Ethics Committee of the Board of Directors of the Company shall have oversight of the administration of our Code of Conduct and responsibility for the corporate compliance effort within the Company. At least once a year, the relevant officer shall inform the Audit/Ethics Committee about the Company’s corporate compliance activities and the occurrence of all significant events relating to the Code of Conduct.

General information

(Revised date: 23 Aug 2022)

Reporting of violations and protection from retaliation

Any violation of this Code of Conduct causes harm to the Company, to fellow employees and ultimately to shareholders. Violation may result in physical injuries, the impairment of corporate assets, monetary losses, violations of the law, penalties and, in certain instances, such violations may result in irreparable injury to the reputation of Innity. For these reasons, employees are obligated to promptly report any concerns or problems or any actual or suspected violations of our Code of Conduct to the relevant officer.

The decision to report a concern or problem is not always easy. Nonetheless, the Company encourages employees to discuss their concerns and seek assistance, irrespective of the nature of the problem or how insignificant the problem may appear. The Company wants to ensure that employees seeking advice will receive prompt guidance before the fact, i.e., prior to engaging in conduct that may be in violation of the Code of Conduct.

No employee shall suffer retaliation in any form for reporting, in good faith, suspected violations of this Code of Conduct. Disciplinary action will be taken against anyone who retaliates directly or indirectly against any employee who reports an actual or suspected violation of the Company’s policies or the Company’s Code of Conduct. This policy applies even in those instances where the allegation appears ultimately groundless provided that the allegation was made in good faith.

Any employee who knowingly reports false or misleading information will, however, be subject to disciplinary action.

The Company will make every effort to safeguard the confidentiality of statements and other information reported by employees. Subject only to legal requirements or court order, the Company will also endeavor, when requested, to maintain the anonymity of employees reporting suspected violations in good faith.

Employee resources for reporting and asking questions

The appropriate Company personnel should be sought for advice whenever there are any questions or concerns about compliance with this Code of Conduct, Company policies and procedures, applicable laws; or in those instances when a suspected violation of the Code of Conduct needs to be reported; or there is a question as to the “right thing” to do under any given circumstances. If an employee is uncomfortable discussing the particular issue with his or her supervisor, or the supervisor does not answer the question or problem to the satisfaction of the employee, employee should contact the appropriate Human Resources representative for their region.

Definitions

Throughout the Code of Conduct, the terms “we”, “Innity” and “Company” are used interchangeably to refer to Innity incorporated and all of its affiliated companies in which Innity incorporated owns, directly or indirectly, more than fifty percent of the voting shares. The use of such terms as “we”, “Innity” or “Company” is for convenience only and is not intended as an accurate description of corporate or other legal relationships between or among Innity incorporated and its affiliates. Throughout this document, the phrase, “Code of Conduct” refers solely to the Innity Business Code of Conduct.

Application of the Code of Conduct

Innity expressly states that:

It reserves the right to unilaterally change at any time its policies, guidelines and related procedures;
Nothing contained in Innity’s policies or guidelines shall be construed or applied as binding interpretation or definition of the law or industry practice;
Nothing contained in the Code of Conduct or other publications of the Company is intended by the Company to be, nor shall it be construed as, an employment agreement; and
Any act by Innity’ employees in violation of the law or Innity’ policies are beyond the scope of such person’s authority and are not an act by or on behalf of Innity.

Vendor Code Of Conduct (VCC)

(Revised date: 9 Nov 2022)

Innity Corporation Berhad and its group of companies (hereinafter referred to as “INNITY”) are committed to applying the highest standards of ethical conduct, integrity and accountability in all of INNITY’s business activities and operations. This VCC applies to each and every one of INNITY’s commercial dealings and relationships and it shall include but is not limited to, transactions in the form of quotation, tender, purchase order, work order and/or letter of award (collectively known as “Business Transaction”).

INNITY requires its sellers, vendors, contractors, service providers and/or anyone having dealings with any of the entities within INNITY (collectively known as “Vendor”) to adhere to the same or equivalent principle in their own activities and in the management of their sub-vendors, sub-contractors, sub-service providers, and/or any such third party (collectively known as “Sub-Contractor”).

INNITY regards the adherence to these principles as an important factor in its decision to enter or continue relationships with Vendor.

Considering the above, INNITY requires written confirmation from the Vendor that in conducting any Business Transaction with any of the entities within INNITY, the Vendor shall comply and shall ensure that any Sub-Contractor complies with the requirements set out in this Agreement. This VCC shall be entered into between the INNITY with the Vendor, and the declarations made herein shall be binding on the Vendor for purposes of all dealings with INNITY and shall be enforceable by the INNITY.

Click and download the VCC form (PDF format) below, complete it digitally, then email to hq.bd@innity.com cc my.media@innity.com with the email subject: [New Vendor] Vendor company name _month’year

Innity Core Values

(Revised date: 23 Aug 2022)

Integrity

We believe integrity is the foundation of our individual and corporate actions that drives an organization of which we are proud.

Teamwork

We believe teamwork leverages our individual strengths.

Learning

We believe a learning environment is the way to achieve the full potential of each individual and the company.

Performance

We believe performance excellence will drive the results that differentiate us from our competitors.

Introduction

(Revised date: 23 Aug 2022)

As you read this Code of Conduct you should bear in mind the following:

Ethical behaviour and compliance with the law are conditions of employment. Even “well intentioned” actions that violate the Code of Conduct, other Company policies or the law will result in appropriate disciplinary action, including termination. For example, if an employee suspects that an action is wrong, but pursues that action because he or she believes that the revenue or profit outweighs corporate policy or applicable laws then he or she will be subject to discipline. New employees are required to sign a statement indicating that they have read, understand, and will comply with the Code of Conduct. Employees are periodically asked to reaffirm their compliance with the Code of Conduct.
We will not conduct business where the business environment is such that operating in an ethical, legal way is not possible. This applies to relationships with customers, government representatives, partners and vendors. No single business unit’s profitability is more important than the reputation and good will of Innity.
The Company’s Board of Directors and its management are committed to the principles expressed in this Code of Conduct, and all of us must conduct ourselves in conformance with this Code of Conduct.
We must all work together to maintain Innity’s reputation for integrity. All employees are expected to act in the best interest of the Company and to promote and protect the good name and reputation of Innity. Our Code of Conduct provides us with a better understanding of the principles that must govern all of our business activities.

Code of Conduct

(Revised date: 23 Aug 2022)

Communications

Innity is committed to conducting business in an open and honest manner. All communications, whether internal or external, should be accurate and forthright.

Employment practices

Provide an environment where employees will adhere to our Code of Conduct and conduct themselves with fairness, honesty, integrity and professionalism in the performance of their functions and in all of their business relationships (treating one another with respect and professionalism is not just good business – in certain instances, these basic tenets of interpersonal behaviour are a matter of law);
Provide equal opportunity for all in recruiting, hiring, developing, promoting and compensating without regard to age, colour, disability unrelated to job performance, gender, national origin, race, religion, sexual orientation or any other basis that is protected under applicable law; and
Maintain a professional, safe and discrimination-free work environment, i.e., an environment where mutual respect is the absolute minimum of behaviour expected from everyone.

Conflicts of interest

Please refer to: 4.4 Conflict Of Interest Policy for more details in all manner related to this.

Financial integrity

Entertainment, favours and gifts

Misuse of company assets

Use of Company facilities for personal gain;
The excessive use of the telephone or facsimile long-distance for personal purposes;
The routine taking of office supplies or equipment for personal consumption or use at home; and
The unauthorised copying of computer software programs.

Inside information and insider trading

Accordingly, the Company requires all employees to strictly observe the following requirements:

All information about the Company not generally available to the public must be treated as confidential;
Employees receiving or having access to inside information are prohibited from trading in Innity securities for their benefit;
Employees must not disclose inside information to any other existing or potential investors in the Company, including spouses, relatives, friends, co-habitants or business associates; and
Employees who may have obtained inside information relating to publicly held companies (including clients, vendors and competitors), in connection with their employment at Innity, are prohibited from trading in securities of such companies.

Competition and antitrust laws

Price fixing and bid rigging, i.e., agreements with competitors on prices to charge customers or potential customers;
The allocation of markets, whether geographically or otherwise, by competitors;
The fixing of production or production quotas by competitors;
The sharing of information by competitors about present and future pricing of services which they sell or intend to sell; and
The concerted refusal to deal with a customer. The Company has the right to unilaterally select the customers with whom it will do business. However, this right must be exercised alone without suggestion from competitors or other customers.

Substance abuse (alcohol and drugs)

All Company entities, wherever located throughout the world, will abide by applicable laws and regulations relative to the possession, purchase, sale, transfer or use of alcohol and drugs.

Observance of our Code of Conduct

General information

(Revised date: 23 Aug 2022)

Reporting of violations and protection from retaliation

Any employee who knowingly reports false or misleading information will, however, be subject to disciplinary action.

Employee resources for reporting and asking questions

Definitions

Application of the Code of Conduct

Innity expressly states that:

It reserves the right to unilaterally change at any time its policies, guidelines and related procedures;
Nothing contained in Innity’s policies or guidelines shall be construed or applied as binding interpretation or definition of the law or industry practice;
Nothing contained in the Code of Conduct or other publications of the Company is intended by the Company to be, nor shall it be construed as, an employment agreement; and
Any act by Innity’ employees in violation of the law or Innity’ policies are beyond the scope of such person’s authority and are not an act by or on behalf of Innity.

Vendor code of conduct (VCC)

(Revised date: 9 Nov 2022)

INNITY regards the adherence to these principles as an important factor in its decision to enter or continue relationships with Vendor.

Click and download the VCC form (PDF format) below, complete it digitally, then email to hq.bd@innity.com cc my.media@innity.com with the email subject: [New Vendor] Vendor company name _month’year

Policy and Procedure on Conflict of Interest

(Published date: 23 Aug 2022)

Objective

The purpose of this policy is to provide the highest-level principles and expectations of Innity Group of Companies and its subsidiaries regarding the duties and obligations of all Innity’s Personnel to avoid situations that present, or create the appearance of, a potential conflict of interest.

Applicability

All Innity Employees
All Board of Directors of Innity Group of Companies (Executive/Non-Executive

Definition

“Personnel” refers to all employees of INNITY (permanent, temporary and interns) and members of the Board;
“Company” refers to all Innity Group of Companies & all its subsidiaries
“Board” refers to refers to the Board of Directors (executives and non-executives)
“Senior Management” refers to Executive Officer/Chairman, Managing Director, Executive Director or any member approved by the Board from time to-time;

Policy

The Company, together with each of its Personnel are responsible for avoiding situations that present, or create the appearance of, a potential conflict between the Company interests and the Innity’s Personnel. A conflict of interest exists when private interests, including personal, family, social, or financial interests, interfere in any way with the Personnel’s responsibilities & performance with respect to the Company.
A conflict can arise if Innity’s Personnel (or an immediate family member thereof) take actions that can make it difficult for them to perform Company duties objectively, or if they receive personal benefits that are, or appear to be, improper.
This policy spells out the most common situations that create a conflict of interest or the appearance of one to help the Innity’s Personnel make informed decisions.
However, local customs and practices may give rise to unique situations not described in this policy that create a conflict of interest. This situation may take many different forms that include, but are not limited to, conflict of interest examples:
Innity Personnel’s ability to use their position with the Company to their personal advantage;
Innity Personnel engaging in activities that will bring direct or indirect profit to a competitor;
Innity Personnel owning shares of a competitor’s stock;
Innity Personnel using connections obtained through the Company for their own private purposes
Innity Personnel using Company equipment or means to support an external business;
Innity Personnel acting in ways that may compromise the Company’s legality (e.g. taking bribes or bribing representatives of legal authorities).
Innity Personnel should avoid any type of conflict and identify those situations that create, or appear to create, conflict between their personal benefit and the Company’s interests and disclose those situations in accordance with the section below regarding Disclosure of Conflicts of Interest.
Even after compliance with this Policy and a grant of an exception as to the permissibility of a conflict of interest, Innity Personnel should recuse themselves from consideration of and not participate in, advise about or seek to influence transactions involving a person, Company or other entity with respect to which they have a conflict of interest.
Specifically, Personnel who has been granted an exception must not direct, supervise, or approve the work of any Company vendor, consultant or other third party with whom the employee has an actual or potential conflict of interest, including submitting or approving for payment any purchase orders, invoices, proposed statements of work, work plans or other proposals.
Additional appropriate steps may include not providing the Personnel with any information regarding the subject matter of the actual or potential conflict of interest or if the conflict relates to a Director, asking the Director to resign from the Board of Directors.
The Board shall deal fairly and oversee fair dealing by Employees and Executive Officers with the Company’s other suppliers, customers, distributors, vendors, partners and competitors. All personnel should not take unfair advantage of any such parties through manipulation, concealment, abuse of privileged information, misrepresentation of material fact or any other unfair dealing practices.
The Board shall assure that the Company has policies in place that require fair dealing by Employees and Executive Officers with the Company’s suppliers, customers, distributors, vendors, partners and competitors.
This Policy is not intended to, and shall not be deemed to, alter existing legal rights and obligations of the Company and its Personnel, such as "at will" arrangements.

Procedure

When a Personnel understands or suspects that a conflict of interest exists, they should bring this matter to the attention of management so corrective actions may be taken. Superiors must also keep an eye on potential conflict of interests of their subordinates.
The responsibility of resolving a conflict of interest starts from the immediate superior and may reach senior management. All conflicts of interest will be resolved as fairly as possible. Senior Management has the responsibility of the final decision when a solution cannot be found.
Should any Personnel has identified or has been identified to have conflict of interest, the Personnel is required to declare the conflict and fill in the Disclosure of Conflict of Interest form as in Appendix A.
Employees must disclose, in writing, details regarding any actual or potential conflict of interest to the Employee’s superior and Human Resources Manager and request an exception by completing the Conflict of Interest Disclosure Form before engaging in any activity, transaction or relationship that might give rise to any actual or potential conflict of interest. Any request for an exception or waiver of any actual or potential conflict of interest will be reviewed and, where appropriate, granted by the Employee’s superior, Human Resources Manager and Director.
Directors who are not Executive Officers must disclose, in writing, details regarding any actual or potential conflict of interest to the Audit Committee Determining Officer with a request for an exception. The Determining Officer shall notify other Audit Committees of such conflict of interest. Any request for approval or waiver of a potential conflict of interest will be reviewed and, where appropriate, granted by a majority of the disinterested members of the Audit Committee. The members of the Audit Committee with the actual or potential conflict of interest shall not participate in the Audit Committee’s consideration of the matter. In the event the Chair of the Audit Committee has the actual or potential conflict of interest, the remaining disinterested members of the Audit Committee shall designate a member of the Audit Committee to lead the Audit Committee’s consideration of the matter.
All Personnel must maintain the confidentiality of proprietary, confidential and competitively sensitive information made available to them by the Company or its suppliers, customers, distributors, vendors or partners, except when disclosure is authorized by Director, required by laws or regulations, or ordinary and necessary in the course of carrying out their responsibilities as employees.
All Personnel must maintain the confidentiality of proprietary, confidential and competitively sensitive information made available to them by the Company or its suppliers, customers, distributors, vendors or partners, except when disclosure is authorized by Director, required by laws or regulations, or ordinary and necessary in the course of carrying out their responsibilities as employees.
It also includes information that suppliers, customers, distributors, vendors or partners have entrusted to the Company. The obligation to Conflicts of Interest Policy preserve proprietary, confidential and competitively sensitive information continues even after employment or service ends. Nothing herein shall in any way limit the confidentiality obligations of its Personnel pursuant to any written agreements with the Company or any applicable laws or regulations.
Notification of Outside Positions: Directors shall follow the Corporate Governance Guidelines with respect to outside positions, including Director or officer positions with other public companies. Directors shall also notify the Chair of the Audit Committee as soon as practicable prior to becoming affiliated with any law firm or audit firm that provides services to the Company.
Violations of this policy may result in disciplinary action, up to and including termination.

Anti-Bribery & Corruption Policy

(Revised date: 18 Jun 2022)

This Anti-Bribery & Corruption (“ABC”) Policy is to further enforce the INNITY Group Business Code of Conduct to ensure that employees understand their responsibilities in compliance with the INNITY Group’s zero tolerance for bribery and corruption within the organisation.

Bribery and Implications
1. This ABC Policy shall apply to all directors, managers and employees of the INNITY Group in dealing with external parties in the commercial context.
2. Managers and supervisors of all levels have additional responsibilities under the ABC Policy and are held to a higher standard of compliance. They are required to create and maintain an open environment that is comfortable for employees to ask questions, raise concerns and report misconduct.
3. All employees of the INNITY Group must refrain from any acts of bribery which takes the form of offering, promising, giving, demanding or receiving anything of value to anyone in the form of bribes, kickbacks and/or any other improper gratification (including gifts, hospitality and entertainment) to improperly influence the outcome of any transaction, whether it is for their own personal benefit or for the benefit of the INNITY Group.
4. The INNITY Group strictly does not tolerate any bribes given for purposes of obtaining or retaining business for the INNITY Group or provides an advantage to the businesses of the INNITY Group. The INNITY Group does not tolerate any such acts of bribery even in a personal capacity.
5. Any employee of the INNITY Group that breaches any of the ABC Policy may fall within the scope of serious misconduct and may be subjected to disciplinary action, up to and including dismissal, depending on the facts and circumstances of each case.

Bribery and Implications

"Gratification" shall have the meaning defined in the Malaysian Anti-Corruption Commission Act 2009 which includes but is not limited to anything of monetary and non-monetary value or benefit to the person. Gratification does not have to be directly given or received by an employee, but it can also be given or received by anyone related to the employee that is beneficial, of value or advantageous to the employee.

Gratification can be subdivided into the following categories (without limitation to):-

MONETARY	OF MONETARY
Money Donation/ contribution Gift Loan/advances Fee / Commission Discounts / rebates / kickbacks Reward Financial benefit Valuable security	Shares Stock options

EMPLOYMENT	NON-MONETARY VALUE
Offer employment High paying job Job title or high staff grading Lucrative service contract	Undertaking or promise to do or not to do something (whether orally or in writing, with conditions or without) Favours

"Gifts" can be in the form of goods or services, including anything that can be of value to the person receiving it. Examples of these can be free travel trips, , entertainment or event tickets, corporate offers, discounts, meals and functions, merchandise or payment of loan.
"Hospitality" includes providing meals, refreshment, travel, transportation, lodging, as well as entertainment in the context of conventional, cultural and sporting events.
"Public officials" are defined as any person who is a member, an officer, an employee or a servant of a public body.
Policies pertaining to these definitions will be further discussed in their respective clauses below.

Public Officials & Government Dealings
1. The INNITY Group recognises that the practice of giving and receiving gifts varies between countries, regions, cultures, and religions, so the definitions of what is acceptable and not acceptable will inevitably differ for each. When dealing with public officials, employees of the INNITY Group should ensure that any giving or receiving of gifts do not relate to, in any form whatsoever, the public official's official dealings or public duty. At all material times, employees of the INNITY Group are to ensure compliance with laws of their respective jurisdictions, and the higher standard will be applicable to all employees to avoid non-compliance of any laws on anti-bribery which may be applicable to the INNITY Group as a whole.
2. Any hospitality of public officials, subject to the approval of a director, are for circumstances where it is to reasonably facilitate genuine promotional, business or educational meetings. Any hospitality provided must be without expectation of any influence exerted on the public official in exchange for any commercial outcome, and should always be at a reasonable and modest value.

Conflict of Interest
1. The INNITY Group’s employees are expected to always act in the organisation’s best interests, exercise proper care and judgement and avoid conflicts of interests in the discharge of their duties. Employees shall responsible for avoiding situations that present, or create the appearance of, a potential conflict between the Company interests and those of the employees. A conflict of interest exists when private interests, including personal, family, social, or financial interests, interfere in any way with the performance employee’s responsibilities with respect to the Company.
2. However, local customs and practices may give rise to unique situations not described in this policy that create a conflict of interest. This situation may take many different forms that include, but are not limited to, conflict of interest examples:
  1. Employees’ ability to use their position with the company to their personal advantage;
  2. Employees engaging in activities that will bring direct or indirect profit to a competitor;
  3. Employees owning shares of a competitor’s stock;
  4. Employees using connections obtained through the company for their own private purposes;
  5. Employees using company equipment or means to support an external business;
  6. Employees acting in ways that may compromise the company’s legality (e.g. taking bribes or bribing representatives of legal authorities).
  7. Employee should avoid any type of conflict and identify those situations that create, or appear to create, conflict between their personal benefit and the company’s interests and disclose those situations in accordance with the section below regarding Disclosure of Conflicts of Interest
3. Where a conflict or potential conflict of interest arises, the employee shall disclose this to the relevant internal parties and recuse himself/herself from any related proceedings. The Code of Conduct provides further details on situations where conflicts of interest may arise.

Gifts, Hospitality and Entertainment
1. In respect of any gifts, hospitality and entertainment in the commercial context:-
  1. The intention behind giving or receiving any gifts, hospitality or entertainment must always be considered first. It should never be for an improper motive to obtain or retain a business, or to obtain some form of benefit or advantage, whether it is for the business or for the individual employee;
  2. If an employee is unsure of how to consider the intention behind any gifts, hospitality or entertainment offered, the employee must always disclose and refer the matter to the immediate supervisor or head of department to obtain advice and also approval before proceeding;
  3. All employees of the INNITY Group are not allowed to give or receive any gratification, gifts, hospitality or entertainment where it is for an improper purpose and can be deemed as a gratification, regardless of whether it is to benefit the employee individually or to benefit the business of any of the INNITY Group;
  4. An employee must obtain prior clearance and approval from the immediate supervisor and/or head of department before giving or receiving any gifts, hospitality or entertainment to or from any person which is not of any improper motive;
  5. Where any gifts, hospitality or entertainment is not improper and received before prior approval can be obtained, an employee must always disclose such gifts to the immediate supervisor and/or head of department, regardless of its value;
  6. Where it is difficult or inappropriate to decline the offer of a gift, hospitality or entertainment (i.e. when meeting with an individual of a certain religion/culture who may take offence), it may be accepted but it must be declared and/or surrendered to the employee's immediate supervisor and/or head of department, who will assess the relevant circumstances and take the necessary steps, including returning the gift on the employee's behalf, where appropriate or required to do so.
2. Any gifts, hospitality or entertainment provided by the INNITY Group must always be of moderate and reasonable value and should never be given:-
  1. With an intention to exert improper influence or create a perception of expectation for certain outcomes beneficial to the business of INNITY Group; or
  2. Where it causes a conflict of interest.
3. All employees of the INNITY Group should not give any gratification, gifts, hospitality or entertainment to persons for improper purposes related with INNITY Group’s business in their personal capacity.

Facilitation Payments
1. Facilitation payments (also known as grease payments) are payments made for certain government services or to accelerate certain government processes that is otherwise legally entitled by the person without making any payments. Employees should ensure that these facilitation payments are not paid.

Donations, Sponsorships & Charitable Contributions
1. Any donations, sponsorships and charitable contributions by the INNITY Group must be done with the approval of the executive director(s) and it must be done in a transparent manner for social and moral responsibility.
2. It should never be paid in exchange for any business implications to the INNITY Group, whether it is to obtain a business, or to obtain some form of advantage of the business of the INNITY Group.
3. Employees are encouraged to make donations and charitable contributions in their personal capacity, but it should never be in exchange for any improper purposes that affects the business of the INNITY Group.
4. All employees of the INNITY Group should not agree or promise to provide any form of political donation or support particularly where it is to obtain any business or advantage to the INNITY Group. Any requests for political donations should be brought to the attention of the executive director(s) immediately.

Record Keeping & Training
1. All employees of the INNITY Group are required to complete and undertake all relevant documentations and processes particularly where it relates to anti-bribery and corruption initiatives.
2. Any failure to do so will impact the individual employee's performance review and, where it is a severe non-compliance, an employee may be subject to further disciplinary action/s. Where the facts and circumstances require, repeated failure to undertake proper record keeping or undergoing compulsory trainings may warrant the dismissal of an employee from the INNITY Group.

Compliance with the Law
1. All employees of the INNITY Group and its affiliates are responsible in ensuring that they always comply with all laws and regulations, in particular, to the Malaysian Anti-Corruption Commission Act 2009. No excuses or exceptions will be acceptable for non-compliance of any domiciled laws and regulations where the INNITY Group conducts its businesses.

Dealing with Third Parties
1. The INNITY Group requires all employees must ensure that all dealings with third parties are carried out consistently with values and principles of the Code, and in compliance with the applicable laws and regulations relating to bribery, corruption and fraud.
  1. INNITY Group expects all third parties acting for or on its behalf to have an acceptable standard of integrity in the conduct of their business.
  2. INNITY Group expects its employees to use good judgment and common sense in assessing the integrity and ethical business practices of third parties and therefore, has provided the below as a guideline
2. To ensure third parties share INNITY Group’s standards of integrity, it is the responsibility of employees to:
  1. undertake appropriate due diligence to assess the integrity of the prospective business counterparties. The due diligence should also take into consideration elements of corruption including bribery;
  2. Any third parties who act in a manner inconsistent with this ABC policy during the due diligence exercise or in the dealings with a third party warrant further investigation, and must be sufficiently addressed before engagement of the third party.
3. To ensure procurement activities with any suppliers or vendors are in line with this ABC policy, employees shall:
  1. undertake appropriate due diligence of suppliers and vendors before they are registered with INNITY Group. Suppliers and vendors known or reasonably suspected of corrupt practices or bribery should be avoided;
  2. ensure all suppliers and vendors are made aware of, understand and comply with the relevant policies of this Framework; and o monitor the performance of contractors and vendors periodically to ensure ongoing compliance.
  3. In the event that any suppliers and vendors commit bribery or attempt to commit bribery, or act in a manner which is inconsistent with this Framework, INNITY Group reserves the right to terminate their services.

Violation of The ABC Policy
1. Any violation of the ABC Policy by employees of the INNITY Group will attract serious repercussions and disciplinary action after due inquiry. Where there is strong evidence of bribery and corruption committed by any employee of the INNITY Group, the employee can be summarily dismissed and will not be allowed to be employed in any other companies of the INNITY Group.
2. Employees who are found to have assisted or facilitated the violation of the ABC Policy, whether actively or by way of negligence or omission, will also be deemed to have violated the ABC Policy and committed a misconduct that is liable for dismissal from their employment with the INNITY Group.

Reporting for Violations of Policy & Whistleblower Rights
1. Where there are reasonable grounds and genuine reasons to suspect that there is a violation of the ABC policy, employees of the INNITY Group and Other Applicable Persons are required to report the particulars of such suspicions to the INNITY Group’s dedicated channel for reporting. Any such reports will be read and addressed by a dedicated compliance team in the INNITY Group.
2. Any concerns, questions or reports should be addressed to firstly, their immediate supervisor or Head of Department, or where that is not possible, to other functions such as the Human Resource Department and Group Risk Management.
3. Any reports made for violation of the ABC Policy will be treated very seriously and accordingly, employees are responsible to ensure that:-
  1. They exercise sound judgment that it is a genuine threat and violation of the ABC Policy;
  2. They have evidence to support their allegations of any violations of the ABC Policy;
  3. They are available to provide evidence in any inquiry of such violations; and
  4. They are not frivolous reports with the motive to scandalise.
4. The INNITY Group ensures that there will be no retaliation or repercussions on the employee for making genuine reports on violation of the ABC Policy. Any genuine reports made will be kept strictly confidential and only informed to persons on a need-to-know basis to safeguard the interests of the INNITY Group and also to ensure that any processes undertaken will not be compromised.
5. The Whistle-blowing policy provides further details on situations where any related issue may arise.

Compliance and Review of the Policy
1. The INNITY Group and its Board of Directors will be monitoring compliance with the ABC Policy. There is no tolerance or excuse for non-compliance with the ABC Policy.
2. Where there is any uncertainty for any practices which relate to the ABC Policy, employees must always seek the advice of their supervisor or head of department. Where there is still uncertainty, they should direct their concerns to Human Resource Department and Group Risk Management.
3. The ABC Policy will be reviewed from time-to-time, and at least once every three years to ensure that it continues to remain relevant, appropriate and effective in the enforcement of the principles herein and to ensure continued compliance with the prevailing law.
4. All employees of the INNITY Group are responsible to complete all training modules of the ABC Policy and keep themselves up-to-date with the INNITY Group and their employer's latest policies and processes, in particular, this ABC Policy and ensure that the highest standards of compliance are followed.

Whistle-Blowing Policy

(Revised date: 19 Oct 2022)

1. Introduction

All employees are encouraged to raise genuine concerns about possible improprieties in matters of financial reporting, compliance and other malpractices at the earliest opportunity, and in an appropriate way.

This policy is designed to:

Support the company’s value;
Ensure employees can raise concerns without fear of reprisals; and
Provide a transparent and confidential process for dealing with concerns.

This policy not only covers possible improprieties in matters of financial reporting, but also:

Fraud;
Corruption, bribery or blackmail;
Criminal offences;
Failure to comply with a legal or regulatory obligation;
Miscarriage of justice;
Endangerment of an individual’s health and safety; and
Concealment of any or a combination of the above.

2. Principles

The principles underpinning the policy are as follows:

All concerns raised will be treated fairly and properly;
The company will not tolerate harassment or victimization of anyone raising a genuine concern;
Any individual making a disclosure will retain anonymity unless the individual agrees otherwise;
The company will ensure that any individual raising a concern is aware of who is handling the matter; and
The company will ensure no one will be at risk of suffering some form of reprisal as a result of raising a concern even if the individual is mistaken. The company, however, does not extend this assurance to someone who maliciously raises a matter he / she knows is untrue.

3. Whistle-Blower Channel

If any employee believes reasonably and in good faith that malpractice exists in the work place, the employee should report this immediately to the line manager. However, if for any reason the employee is reluctant to do so, then the employee should report the concern via the following channels:

Name	Audit Committee	Board of Directors
Mr. Cheong Chee Yun cheeyun88@yahoo.com	Chairman	Independent Non-Executive Director
Mr. Fung Kam Foo, Alan alankffung@gmail.com	Member	Independent Non-Executive Director
Puan Norliza Binti Rasool Khan norlizakhan@gmail.com	Member	Independent Non-Executive Director

Any report can be submitted confidentially via email to any of the above Independent Non-Executive Director

The above-mentioned persons will provide the employee counseling advice. Your concerns will be reported to the company without revealing your identity.

Employees’ identities will not be disclosed without prior consent. Where concerns cannot be resolved without revealing the identity of the employee raising the concern (i.e. if the evidence is required in court), a dialogue will be carried out with the employee concerned as to whether and how the matter can be proceeded.

4. Procedures: Initiation

All employees are encouraged to raise genuine concerns about impropriety at the earliest opportunity, and in an appropriate way. Conduct becomes reportable when it happens or when it is reasonably likely to occur.

As a first action, a whistle-blower should raise concerns using the method below:

A report should be raised with the employee’s manager who will then notify the Audit and Risk Management Committee. This depends, however, on the seriousness and sensitivity of the issues involved and who is suspected of the misconduct. The manager must undertake to treat all allegations in a confidential and sensitive manner, as set out in this Policy.

The manager notified:
- Has the responsibility to ensure that concerns raised are taken seriously.
- Where appropriate, should investigate properly and make an objective assessment of the concern.
- Has the responsibility to ensure that the action necessary to resolve a concern is taken.
- Must keep the employee advised of progress.
However, if for some reason the whistle-blower does not feel comfortable to report through his or her manager, then he or she has the right to bypass the management structure and take his concerns directly to the Audit and Risk Management Committee.

Concerns must be raised in writing in email. The following information must be available in order for the Audit and Risk Management Committee to proceed with the investigation:

Background of the individual initiating the allegation:
Name, Department and Office (if he or she is an employee) or Name and Company of the individual and his or her relationship to Innity (if he or she is not an employee)
Date(s), details and reasons why the individual is concerned about the conduct:
While the individual is not expected to prove beyond doubt the truth of the allegation or provides supporting documents at the initiation stage, the individual needs to demonstrate that there are reasonable grounds for his / her concerns.

(Refer to Attachment 1 for sample format of report)

The individual may independently engage professional advice or guidance on how to pursue the matter before coming forth. The individual may have colleagues, friends or legal adviser present during any meetings or interview with the Audit and Risk Management Committee.

5. Procedures- Investigation & Follow-up

The Audit and Risk Management Committee is committed to investigate and address all cases of reported misconduct. The Audit and Risk Management Committee shall:

Receive and filter complaints
Determine actions to be taken
Assign investigations
Ensure closures and conclusion
Report to the relevant authorities

The Audit and Risk Management Committee will ensure that the individual raising a concern is notified of the person (owner) who is handling the matter.

In order to protect individuals and those accused of misconduct, initial enquiries will be made to decide whether an investigation is appropriate and, if so, what form it should take. The concern raised may :

Require immediate remedial action before the investigation is conducted or concluded.
Be investigated internally by management, internal audit and independent inquiry or through a disciplinary process.
Be referred to the Board of Directors for further action
Be referred to law enforcement for criminal investigation

Based on the level of Severity, the Audit and Risk Management Committee shall determine the channel for investigation and follow-up action.

Severity Level	Channel	Findings to report to
1	Audit and Risk Management Committee	Audit and Risk Management Committee
2	Delegated to Senior Management	Audit and Risk Management Committee

The members of the Senior Management shall be:

Executive Chairman
Group Managing Director
Executive Directors

The whistle-blower may seek follow-up information about an investigation of a report or any consequent action taken. Subject to legal limitation, the whistle-blower will be kept informed of the final outcome of the investigation.

6. Reports to the Board of Directors

The Audit and Risk Management Committee shall update the Board of Directors on the progress and conclusion of each investigation on a periodic basis.

If there are matters that require the Board’s attention immediately, the Audit and Risk Management Committee may request the Company Secretary to arrange for an ad-hoc meeting.

Remuneration Policy

Remuneration for Executive Directors & Senior Managers

((Revised date: 1 Jul 2019)

Objective

This Remuneration Policy is developed in alignment with the Malaysian Code on Corporate Governance (“MCCG”). It is intended to provide guidance for the Board of Directors (“Board”) and the Remuneration Committee (“RC”) to administer the remuneration of its Executive Directors and Senior Manager, taking into account the demands, complexities and performance of the Company and its subsidiaries (collectively referred to as the “Group”) as well as skills and experience required.

The remuneration practices of the Group should comply with the following objectives:

be aligned with the business strategy and long-term objectives of the Group;
be based on clear, definable and measurable key performance indicators (“KPI”);
give due consideration towards context, to avoid penalizing or unjustly rewarding performance due to external factors which are out of the individual’s control; and
be comparable to the market rate of remuneration.

Policy

This Policy shall apply to the Company Executive Directors and Senior Managers.

The main components that shall form the remuneration are set out below:

Component	Description
Salary	Monthly payment which forms basic remuneration
Bonus	A performance based sum (paid via cash, shares or stock options) may be awarded to Executive Directors and Senior Management personnel for attaining or exceeding their assigned key performance indicators (“KPIs”).
Benefits	In addition to statutory contributions, Executive Directors and Senior Managers may be provided with benefits such as travelling allowance, leave passage, medical benefits and insurance coverage.
Fees	A fixed sum provided for their ongoing contribution to the Board, if applicable.

In addition, expenses (e.g. entertainment and travel expenses) incurred by the Executive Directors and Senior Managers in the course of discharging their duties, shall be reimbursed accordingly. All reimbursements must be accompanied by a legible receipt and shall be submitted to the Office Administration Department for processing on a timely basis.
The evaluation of remuneration packages shall be conducted annually.
The Renumeration Committee, with the support of the Human Resources Manager, shall ensure that the provisions of this Policy and Procedures continue to comply with the legal requirements and corporate governance requirements and, if necessary, shall suggest amendments to this Policy and Procedures for consideration by the Board.
It is the responsibility of the RC to review and propose the remuneration for Executive Directors and Senior Managers

Procedure

The RC is tasked with reviewing and recommending to the Board the remuneration packages for Executive Directors and Senior Managers.
In this regard, the Renumeration Committee:
1. shall consist of minimum five members including three members from the Board of Directors or Non-Executive Directors, Corporate Strategy Director and Human Resources Manager.
2. takes into consideration the individual’s responsibilities, contributions and performances, comparing actual KPIs against pre-assigned benchmarks to determine performance.
3. considers market conditions during the financial period and evaluates the market rate for similar positions in comparable companies
4. may resort to external advice where necessary, at the Company’s expense.
The remuneration package is reflective of the individual experience and level of responsibilities and it is structured to link to corporate and individual performance. The Executive Directors and Senior Managers however, do not participate in the Board’s deliberation on their respective remuneration.
The Renumeration Committee shall present the findings of its evaluation to the Board and recommends remuneration packages for the Board’s endorsement.

Remuneration for Non-Executive Directors

(Revised date: 1 Jul 2019)

Objective

This Remuneration Policy is developed in alignment with the Malaysian Code on Corporate Governance (“MCCG”). It is intended to provide guidance for the Board of Directors (“Board”) and the Remuneration Committee (“RC”) to administer the remuneration of its Non-Executive Directors, taking into account the demands, complexities and performance of the Company and its subsidiaries (collectively referred to as the “Group”) as well as skills and experience required.

The remuneration practices of the Group should comply with the following objectives:

be aligned with the business strategy and long-term objectives of the Group;
be comparable to the market rate of remuneration.

Policy

This Policy shall apply to the Company Non Executive Directors.

The main components that shall form the remuneration are set out below:

Component	Description
Fees	A fixed sum provided to Non Executive Directors for their ongoing contribution to the Board.
Meeting allowance	A payment shall be made to Directors on a per-meeting basis with a condition that attendance (physical or virtual) is a prerequisite for remittance.

The evaluation of remuneration packages shall be conducted annually.
The Renumeration Committee, with the support of the Human Resources Manager, shall ensure that the provisions of this Policy and Procedures continue to comply with the legal requirements and corporate governance requirements and, if necessary, shall suggest amendments to this Policy and Procedures for consideration by the shareholders.

Procedure

The RC is tasked with reviewing and recommending to the Board the remuneration packages for Non-Executive Directors.
Non-Executive Directors remuneration package shall be determined on the basis of their qualification, experience and level of responsibilities in regards to both at Board and Board Committee level.
The determination of the Non-Executive Directors is rest with the Board. The annual fee and meeting allowance payable to Non-Executive Directors are presented to the shareholders at the Annual General Meeting for their approval.
The remuneration package is reflective of the individual experience and level of responsibilities and it is structured to link to corporate and individual performance. The Non-Executive Directors however, do not participate in the Board’s deliberation on their respective remuneration.Contact Us

Remuneration for Executive Directors & Senior Managers

((Revised date: 1 Jul 2019)

Objective

The remuneration practices of the Group should comply with the following objectives:

be aligned with the business strategy and long-term objectives of the Group;
be based on clear, definable and measurable key performance indicators (“KPI”);
give due consideration towards context, to avoid penalizing or unjustly rewarding performance due to external factors which are out of the individual’s control; and
be comparable to the market rate of remuneration.

Policy

This Policy shall apply to the Company Executive Directors and Senior Managers.

The main components that shall form the remuneration are set out below:

Component	Description
Salary	Monthly payment which forms basic remuneration
Bonus	A performance based sum (paid via cash, shares or stock options) may be awarded to Executive Directors and Senior Management personnel for attaining or exceeding their assigned key performance indicators (“KPIs”).
Benefits	In addition to statutory contributions, Executive Directors and Senior Managers may be provided with benefits such as travelling allowance, leave passage, medical benefits and insurance coverage.
Fees	A fixed sum provided for their ongoing contribution to the Board, if applicable.

In addition, expenses (e.g. entertainment and travel expenses) incurred by the Executive Directors and Senior Managers in the course of discharging their duties, shall be reimbursed accordingly. All reimbursements must be accompanied by a legible receipt and shall be submitted to the Office Administration Department for processing on a timely basis.
The evaluation of remuneration packages shall be conducted annually.
The Renumeration Committee, with the support of the Human Resources Manager, shall ensure that the provisions of this Policy and Procedures continue to comply with the legal requirements and corporate governance requirements and, if necessary, shall suggest amendments to this Policy and Procedures for consideration by the Board.
It is the responsibility of the RC to review and propose the remuneration for Executive Directors and Senior Managers

Procedure

The RC is tasked with reviewing and recommending to the Board the remuneration packages for Executive Directors and Senior Managers.
In this regard, the Renumeration Committee:
1. shall consist of minimum five members including three members from the Board of Directors or Non-Executive Directors, Corporate Strategy Director and Human Resources Manager.
2. takes into consideration the individual’s responsibilities, contributions and performances, comparing actual KPIs against pre-assigned benchmarks to determine performance.
3. considers market conditions during the financial period and evaluates the market rate for similar positions in comparable companies
4. may resort to external advice where necessary, at the Company’s expense.
The remuneration package is reflective of the individual experience and level of responsibilities and it is structured to link to corporate and individual performance. The Executive Directors and Senior Managers however, do not participate in the Board’s deliberation on their respective remuneration.
The Renumeration Committee shall present the findings of its evaluation to the Board and recommends remuneration packages for the Board’s endorsement.

Remuneration for Non-Executive Directors

(Revised date: 1 Jul 2019)

Objective

This Remuneration Policy is developed in alignment with the Malaysian Code on Corporate Governance (“MCCG”). It is intended to provide guidance for the Board of Directors (“Board”) and the Remuneration Committee (“RC”) to administer the remuneration of its Non-Executive Directors, taking into account the demands, complexities and performance of the Company and its subsidiaries (collectively referred to as the “Group”) as well as skills and experience required.

The remuneration practices of the Group should comply with the following objectives:

be aligned with the business strategy and long-term objectives of the Group;
be comparable to the market rate of remuneration.

Policy

This Policy shall apply to the Company Non Executive Directors.

The main components that shall form the remuneration are set out below:

Component	Description
Fees	A fixed sum provided to Non Executive Directors for their ongoing contribution to the Board.
Meeting allowance	A payment shall be made to Directors on a per-meeting basis with a condition that attendance (physical or virtual) is a prerequisite for remittance.

The evaluation of remuneration packages shall be conducted annually.
The Renumeration Committee, with the support of the Human Resources Manager, shall ensure that the provisions of this Policy and Procedures continue to comply with the legal requirements and corporate governance requirements and, if necessary, shall suggest amendments to this Policy and Procedures for consideration by the shareholders.

Procedure

The RC is tasked with reviewing and recommending to the Board the remuneration packages for Non-Executive Directors.
Non-Executive Directors remuneration package shall be determined on the basis of their qualification, experience and level of responsibilities in regards to both at Board and Board Committee level.
The determination of the Non-Executive Directors is rest with the Board. The annual fee and meeting allowance payable to Non-Executive Directors are presented to the shareholders at the Annual General Meeting for their approval.
The remuneration package is reflective of the individual experience and level of responsibilities and it is structured to link to corporate and individual performance. The Non-Executive Directors however, do not participate in the Board’s deliberation on their respective remuneration.Contact Us

Directors’ Fit and Proper Policy

(Revised date: 7 Apr 2022)

The Board
1. The Board of Directors of the Company (“the Board”) has adopted a fit and proper policy for the appointment and re-election of Directors (“Policy”) of the Company and its subsidiaries (“Group”).
2. This Policy will enhance the governance of the Company in relation to the Board’s quality and integrity, as well as ensure that each of its Directors has the character, experience, integrity, competence, time and commitment to effectively discharge his role as a Director.
3. The Board shall ensure that the fit and proper criteria on the appointment and re-election of Directors of the Group set out in Paragraph 2 are applied on a continuing basis.
4. The Board and the Nominating Committee shall conduct the fit and proper assessment prior to the appointment of any candidate as a Director, or making recommendation for the re-election of an existing Director.
The Fit and Proper Criteria
The assessment procedures shall be in a form of due diligence taking into account the following fit and proper criteria conducted by the Nominating Committee and declarations by each individual candidate or Director that:
1. Character and Integrity
  1. Probity
    1. He/she is compliant with legal obligations, regulatory requirements and professional standards; and
    2. He/she has not been obstructive, misleading or untruthful in dealings with regulatory bodies or a court of law.
  2. Personal integrity
    1. He/she 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;
    2. His/her service contract (i.e. in the capacity of management or director) had not been terminated in the past due to concerns on personal integrity; and
    3. He/she 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. Financial integrity
    1. He/she manages personal debts or financial affairs satisfactorily and with good financial standing based on report from a credit rating agency; and
    2. He/she demonstrates ability to fulfil personal financial obligations as and when they fall due
  4. Reputation
    1. He/she is of good repute in the financial and business community;
    2. He/she has not been the subject of civil or criminal proceedings or enforcement action, in managing or governing an entity for the past 10 years; and
    3. He/she has not been substantially involved in the management of a business or company which has failed (including a GN3 or PN17 company), where that failure has been occasioned in part by deficiencies in that management.
2. Experience and Competence
  1. Qualification, training and skills
    1. He/she possesses education qualification that is relevant to the skill set that the Director is earmarked to bring to bear onto the boardroom (i.e. a match to the Board skill set matrix);
    2. He/she has a considerable understanding on the workings of a corporation;
    3. He/she possesses general management skills of at least 5 years as well as understanding of corporate governance and sustainability issues;
    4. He/she keeps knowledge current based on continuous professional development; and
    5. He/she possesses leadership capabilities and a high level of emotional intelligence.
  2. Relevant experience and expertise
    1. He/she possesses relevant experience and expertise with due consideration given to past length of service, nature and size of business, responsibilities held, number of subordinates as well as reporting lines and delegated authorities.
  3. Relevant past experience or track record
    1. He/she had a career of a senior management or high level position in a comparable organisation for at least 5 years, and was accountable for driving or leading the organisation’s governance, business performance or operations; and
    2. He/she possesses commendable past performance record as gathered from the results of the Board Effectiveness Evaluation or based on the financial and non-financial performance of the corporation where the person identified for appointment as a director was involved.
3. Time and Commitment
  1. Ability to discharge role having regard to other commitments
    1. He/she is able to devote time as a Board member, having factored other outside obligations including existing board positions held by the Director in other listed issuers (taking into consideration his board attendance records) and non-listed entities (including not-for-profit organisations).
  2. Participation and contribution in the Board or track record (applicable for re-election of exiting directors only)
    1. He/she demonstrates willingness to participate actively in Board activities;
    2. He/she demonstrates willingness to devote time and effort to understand the businesses and exemplifies readiness to participate in events outside the boardroom;
    3. He/she manifests passion in the vocation of a Director;
    4. He/she exhibits ability to articulate views independently, objectively and constructively; and
    5. He/she exhibits open mindedness to the views of others and ability to make considered judgment after hearing the views of others

Diversity Policy

(Published date: 23 Aug 2022)

Introduction
1. In line with the Malaysian Code on Corporate Governance 2021 (“MCCG”), the Company acknowledges the importance of diversity in its Boardroom, Senior Management and workforce whereby gender diversity is an essential element in attaining effective strategic objectives of the Company and the Group, in enhancing sustainable growth and development and in promoting better corporate governance.
2. The Company believes in recognizing and retaining high performance, talented and dedicated Board members and Senior Management with the required knowledge, experience, expertise, competencies, professionalism, integrity and ability in discharging their responsibility and capability in contributing to the Board and the organization.
3. The recruitments of the best talents in the work place regardless of gender, ethnicity and age are with the objective of maximizing the performance, efficiencies and effectiveness of the organization. The selection of candidates are based on merits, skills, knowledge, expertise, experience, professionalism and integrity regardless of gender, ethnicity and age.

Objectives
1. The Board, Senior Management and workforce diversity is an essential element and measurement of good corporate governance because diversity is a critical attribute of a well-functioning Board and organization which hence contribute to the sustainable growth and development of the Company. A diverse Board and Senior Management enhances balance and prudent business decision-making processes since decisions are contributed by both genders with diverse exposures, experiences, knowledges, strengths, perspectives, views, ideas and opinions. By having diversity in the workforce, a wider pool of talents is available for the selection of the right candidates.
2. Despite core criteria such as competencies of suitable candidates remain priority, the objective of applying this Policy to new appointments on the Board is characterized by a broad range of contributions and viewpoints arising from the diversity in gender, ethnicity and age rather than mere diversity in knowledge, skills and experiences. These factors will contribute to the sustainable growth and development of the Company and the Group and hence safeguard the interests of the Company’s shareholders and stakeholders in the long term fairly and effectively.
3. This Diversity Policy provides a framework for the Company to achieve:
  1. A diverse and skilled workforce with the highest standards of professionalism, accountability, integrity and competencies for the continuous improvement in the work place.
  2. A work place culture characterised by inclusive practices and behaviours for the benefit of all employees.
  3. Continuous Improvement in the employment opportunities and career development for women.
  4. Diversity in the Board composition with the required number of independent Directors pursuant to the ACE Market Listing Requirements (“ACE LR”) of Bursa Malaysia Securities Berhad and women Directors for more effective oversight of the management and the business and to provide check and balance in the discharge of the Board’s function, deliberation and decision-making.
  5. The Board shall also review the participation of women in Senior Management to ensure there is healthy talent pipeline.
  6. A work environment that benefits, values and utilises the contributions of workforce with diverse background, experience and perspective is through improved awareness of the advantages of workforce diversity and successful management of workforce diversity by:-
    1. practising and promoting appropriate practices and behaviour consistent with the Company’s Principles of Business Conduct;
    2. respecting and valuing different ideas, opinion and ways of thinking and taking advantage of the differences in perspectives to improve business objectives and outcomes; o treating each other with respect and dignity;
    3. recognising, promoting, rewarding and retaining talents; o providing a safe, secure and healthy workplace;
    4. making equitable decisions genuinely and fairly; and
    5. taking appropriate measures and action to eliminate discrimination.

Procedures
In line with promoting diversity in the Board composition, Senior Management and workforce, the Company has established the following procedures:
1. The Board
  The Company is committed to a merit based approach and the requirements of the Board when assessing and identifying suitable candidates for Board’s appointment instead of merely achieving the objective of having a diversified Board. The Nomination Committee will review and assess the skills, expertise, experience, gender, age, ethnicity, time commitment and independence of its Directors to ensure their relevance and the efficiencies and effectives of the Board as a whole on an annual basis or as and when the need arises including its effectiveness in promoting a diverse Board composition which includes any appropriate number of woman Director(s), as required under the ACE LR. Any revisions to the Policy as recommended by the Nomination Committee will be submitted to the Board for consideration and approval.
2. Officers and Employees
  All persons, regardless of age, gender and ethnicity with the appropriate experience and qualifications are considered equally in the process of selection of suitable candidates for the recruitment of new employees.
  Salary range and benefits of employees are standardized regardless of age, gender and ethnicity.
  All decisions associated with career advancement, including promotions, transfers, and other assignments in meeting the requirements of the Company and the Group are determined based on merits, skills, performance and contribution regardless of age, gender and ethnicity.

Scope
The concept of diversity on Board includes the following aspects:-
1. Independence
  The Board comprises of a balanced composition of Executive, Non-executive Directors and Independent Nonexecutive Directors so that there is a strong element of independence in the Board composition. The Nomination Committee will review the composition from time to time or as and when the need arises.
2. Skills and Experience
  The Board possesses a balance of skills appropriate for the business of the Company and the Group which collectively provides the Company and the Group with considerably high level of experience and expertise. The Nomination Committee will review and assess the appropriate mix of diversity, skills, experience and expertise required on the Board annually and the extent to which the required skills are represented on the Board and to make the necessary recommendations to the Board.
3. Gender
  The Company will evaluate suitable candidates for gender diversity on Board. The selection process via the Nomination Committee will be exercised with due care and careful assessment will be based on merits, skills, knowledge, appropriate experience and time commitment. Hence, the Company has not set any specific target for the appointment of woman Director(s) in the Policy and the Nomination Committee will carefully and actively work towards having woman Director(s) on the Board, as required under the ACE LR.
4. Ethnicity
  The Company aspires to have a Board comprising member(s) of different ethnicity and who can contribute positively in respect of knowledge, experience and expertise. The Nomination Committee will conduct the selection exercise with due care and careful assessment will be based on merits, skills, knowledge, appropriate experience and time commitment.
5. Age
  The Board is fully committed to promoting age diversity, valuing the contribution of its members regardless of age and to eliminate age stereotyping and discrimination.

Measurable Objectives
The Company acknowledges the importance in promoting diversity on the Board, its Senior Management and workforce, however the selection criteria for suitable candidates based on an effective blend of merits, competencies, knowledge, skills, experience and contribution to the Board, the organisation and work place should remain the priority.

The Nomination Committee will review the gender, age and ethnicity diversity of the Board and its Senior Management annually.

The Management will review the gender, age and ethnicity diversity of the workplace periodically or as and when the need arises.

The Board via the Nomination Committee and the Management will review and assess the effectiveness of the Policy periodically or as and when the need arises to ensure that the relevant objectives are met and remain effective for the Company and the Group. Any changes to this Policy shall be submitted to the Board for deliberation and approval.

Monitoring and Evaluation
The Board, through the Nominating Committee, will monitor the scope and applicability of this Policy for the Board and the Senior Management from time to time.
The Management is responsible for implementing, monitoring and reporting on the progress of achieving the objectives of this Policy for the workforce.

Publication and Revision
This Policy is available on the Company’s website.

The Nomination Committee will review this Policy from time to time and as and when the need arises to ensure its appropriateness and effectiveness. Any revisions to the Policy as recommended by the Nomination Committee will be submitted to the Board for consideration and approval.

This Policy is reviewed and approved by the Board of Directors on 23 AUG, 2022

Sustainability Policy

(Published date: 27 Aug 2022)

Introduction
This policy is intended to address Innity Corporation Berhad and all subsidiary companies within the Group (INNITY). Sustainability encompasses all aspects of ethical business practices, addressing relevant Environment, Social and Governance (ESG) issues responsibly and profitably.

Objectives
The purpose of this Policy is to provide guidance on how to conduct our business responsibly so that we create long-term value for our stakeholders and improve our long-term performance and resilience, towards being a leading digital media & commerce company. It is to reaffirm the strategic importance of sustainability to the organisation.

Scope and Coverage
INNITY’s unprecedented attention and commitment to sustainability not only extends to the online products that adds to its business top-line growth but also its long-term vision of the ESG agenda to be an ecosystem that includes its entire value chain of stakeholders i.e. advertisers, publishers, suppliers and business partners – as “we are only as strong as our whole value chain.”

Governance
The Board of Directors is responsible for reviewing, adopting and monitoring the overall sustainability planning and reporting of the Group.

Sustainability commitments
We set out below, the commitments to help operationalise or give effect to the value creation and objectives as set out above. These commitments serve to underscore our behaviour and conduct, action plans and activities and are grouped under three pillars –
1. Economic
2. Environment
3. Social
These commitments supplement the existing policies of INNITY that already contain relevant requirements that relate to sustainability.
1. Economic
  We develop mutually beneficial business relations with stakeholders through delivery of relevant and functional technology-based online advertising solutions and other related internet services aiming at the global audience. We aim to:-
  1. Be profitable
  2. Be in full compliance with the legal and regulatory jurisdictions
  3. Have good corporate governance practice
  4. Ensure good and successful Strategic Alliances
  5. Have effective stakeholder engagement
  6. Be recognised as a leading online advertising solutions provider for brand reputation & corporate recognition
  7. Grow and expand to cover wider markets
2. Environmental
  We seek effective and efficient conservation management of resources in support of the green environment;
  1. Environmental Protection - to minimise wastage in our energy consumption through mindful usage of energy and water resources.
  2. Resource Conservation - to improve productivity, reduce wastage and conserve energy resources based on the 3R concept (i.e., Reduce, Reuse, Recycle)
3. Social
  We provide a safe, conducive and friendly working environment where employees can grow their career, fostering a work and family life balance culture amongst its employees, prioritising work and family responsibilities and at the same time, assisting communities who are less fortunate through our Corporate Social Responsibility (“CSR”) initiative and contributing through social activities that benefit the local community. We will continue to focus and prioritized the four elements below:
  1. Health & Employee Well-Being
  2. Talent Attraction, Retention & Development
  3. Diversity
  4. Community Engagement & Investment
4. Reports and Disclosures
  INNITY will have a set of long term and short-term targets for our sustainability efforts. The targets must be set along with metrics for measurement, tracking and reporting. INNITY will integrate the metrics into the Company’s performance management as part of the sustainability strategy.

This Policy is reviewed and approved by the Board of Directors on 23 AUG, 2022

Corporate

Board Charter

Purpose of the Board Charter

Authority

Board Composition

Appointments and Re-election

Role And Responsibilities Of Board

Disqualification or vacation of office:

Board Processes

Corporate Governance

Accountability and Audit

The Board’s Relationship with Shareholders and Stakeholders

Induction Process

Directors’ External Commitments and Conflict of Interest

Whistle-Blowing Policy

Anti-Bribery and Corruption Policy

Code of Conduct and Ethics

Indemnities and insurance

Corporate disclosures

Review Of Board Charter

Innity Core Values

Integrity

Teamwork

Learning

Performance

Introduction

Code of Conduct

Communications

Employment practices

Conflicts of interest

Financial integrity

Entertainment, favours and gifts

Misuse of company assets

Inside information and insider trading

Competition and antitrust laws

Substance abuse (alcohol and drugs)

Observance of our Code of Conduct

General information

Reporting of violations and protection from retaliation

Employee resources for reporting and asking questions

Definitions

Application of the Code of Conduct

Vendor Code Of Conduct (VCC)

Innity Core Values

Integrity

Teamwork

Learning

Performance

Introduction

Code of Conduct

Communications

Employment practices

Conflicts of interest

Financial integrity

Entertainment, favours and gifts

Misuse of company assets

Inside information and insider trading

Competition and antitrust laws

Substance abuse (alcohol and drugs)

Observance of our Code of Conduct

General information

Reporting of violations and protection from retaliation

Employee resources for reporting and asking questions

Definitions

Application of the Code of Conduct

Vendor code of conduct (VCC)

Policy and Procedure on Conflict of Interest

Objective

Applicability

Definition

Policy

Procedure

Anti-Bribery & Corruption Policy

Bribery and Implications

Bribery and Implications

Public Officials & Government Dealings

Conflict of Interest

Gifts, Hospitality and Entertainment

Facilitation Payments

Donations, Sponsorships & Charitable Contributions