ECA Integrated Solution Berhad (“ECA” or “Company”) and its subsidiaries (collectively referred to as the “Group”) has adopted a zero tolerance policy against all forms of bribery and corruption. The Group is committed to the prevention, deterrence and detection of fraud, bribery and all other corrupt business practices. It is the Group policy to conduct all its business activities with honesty, integrity and the highest possible ethical standards and vigorously enforce its good business practices. Adherence to the guidelines set out in this Policy will ensure that the Group and the employees comply with anti-bribery and anti-corruption laws and governmental guidance.

ECA is committed to action professionally, fairly and with integrity in all our business dealings and relationships wherever it operates and implementing and fortifying effective systems to counter corruption and bribery.

The Directors and management of the group lead by example, ensuring all employees and relevant third parties are aware of the ethical significance and critical role of the Policy principles and standards. Employees who refuse to pay bribes or participate in acts of corruption will not be penalized even if such refusal may result in losing business.

ECA will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate. However, we remain bound by the laws in Malaysia in respect of our conduct both at home and abroad. In the event there is any inconsistent terms in this Policy and the applicable laws in Malaysia, the laws shall prevail.

This Policy applies to the following parties:

I. Directors, management, employees including trainee, intern, temporary, probation or contract staff of the Group (“Employees”); and

II. Agents, consultants, contractors, vendors, suppliers, intermediaries, third party service providers or any other person associated with or action on behalf of the Group (“Business Partners”).

The Policy is not intended to be exhaustive, and there may be additional obligations that Directors, Employees and Business Partners are expected to adhere to or comply with when performing their duties. For all intents and purposes, the Directors, Employees and Business Partners shall always observe and ensure compliance with all applicable laws, rules and regulations to which they are bound to observe in the performance of their duties.

“Corruption” is defined as the abuse of office or position for personal gain or the misuse of position to help others in improperly enriching themselves or getting power.

“Bribery” is commonly described as an intentional inducement or reward offered, promised or provided in order to gain any commercial, contractual regulatory or personal advantage.

“Bribery & Corruption” means any action which would be considered as an offence of giving or receiving “gratification” under the Malaysian Anti-Corruption Commission Act 2009 (Amendment Act 2018) (“MACC Act”). This includes offering, promising, giving, accepting or soliciting something of value in an attempt to illicitly influence the decisions or actions of a person who is in a position of trust within an organisation.

Gratification is defined in the MACC Act to mean the following:

I. money, donation, gift, loan, fee, reward, valuable security, property or interest in property being property of any description whether movable or immovable, financial benefit, or any other similar advantage;

II. any office, dignity, employment, contract of employment or services, and agreement to give employment or render services in any capacity;

III. any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part;

IV. any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction or percentage;

V. any forbearance to demand any money or money’s worth or valuable thing;

VI. any other service or favour of any description, including protection from any penalty or disability incurred or apprehended or from any action or proceedings of a disciplinary, civil or criminal nature, whether or not already instituted, and including the exercise or the forbearance from the exercise of any right or any official power or duty; and

VII.any offer, undertaking or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (a) to (f)

Bribery may be “outbound”, where someone acting on behalf of the Group attempts to influence the actions of someone external, such as a Government official or client decision-maker. It may also be “inbound”, where an external party is attempting to influence someone within the Group such as a decision-maker or someone with access to confidential information. Bribery and corruption are closely related. However, corruption has a wider remit

(A) Gifts and Hospitality

ECA directors, employees or members of their immediate families and should not provide, solicit or accept cash or its equivalent, or anything of substance to or from vendors, suppliers, customers or other that do business or trying to do business with ECA. All businesses that ECA deals with must be on an arm’s length basis.

Any gifts on account of celebrations, customary gift during festive seasons, occasional business meals or gifts at corporate social events, which are not excessive and do not in any way influence the business decisions, are allowed. The limit of gifts should not exceed the amount of RM500.00.

Acts of hospitality offered to or received from customers and third parties as part of business networking are acceptable, provided that they are appropriate, with legitimate business purposes, and not affect or be perceived as affecting business judgment.

As a guiding principle, directors and employees shall not accept any excessive or inappropriate gifts or acts of hospitality that may:-

• Influence business decisions on behalf of the Company;
• Conflict of interest; and
• Create an impression that the Company is trying to obtain favourable business advantage or treatment.

(B) Facilitation Payment and Kickback

Facilitation payments are unofficial and improper payments or other advantages made to secure or expedite the performance of a routine or administrative duty or function to which the payer is entitled, legally or otherwise.

Kickbacks are typically payments made in return for a business favour or advantage.

ECA does not offer, promise, give, request, accept or receive anything which might reasonably be regarded as a facilitation payment or kickbacks of any kind.

Employees shall raise any suspicious, concerns or queries regarding a payment made on behalf of ECA or improper business practices to immediate superior or opt to invoke the Whistleblower Policy.

(C) Charitable Contribution

Donations or contributions made by ECA to community projects or charities, if any, need to be made in good faith, whether of in-kind services, knowledge, time or direct financial contributions. All donations or contributions must be carefully examined for legitimacy and not be made to improperly influence a business outcome.

(D) Political Contribution

As a matter of general policy, ECA does not make or offer monetary or in-kind political contributions to political parties, political party officials or candidates for political office. Whilst Employees may choose to make personal political contributions as appropriate within the limits established by the law. Such contributions must not be made with any promise of favourable treatment in return. The Company shall not be responsible to compensate or reimburse the Employees for such contributions. All Employees are not allowed to use their positions in the Group and corporate resources including funds, services, properties, facilities or employee work time for political activities.

(E) Dealing with Business Partner

In order to maintain the highest standard of integrity, ECA will conduct the following to ensure Business Partner shares that same standard and integrity:-

• Review the prospective business counterparties;
• All third parties are made aware of the ECA’s Anti-Bribery and Anti-Corruption Policy; and
• Continue to be aware of and to periodically monitor third party performance and business to ensure on going compliance.

(F) Procurement Process

ECA had processes and adheres to the system of internal control around supplier selection. Supplier selection should never be based on the receipt of a gift, hospitality or payment. Supplier selection is a formal structured invitation for the supply of goods and services, it is most important we maintain documentation supporting our internal control.

ECA keeps proper financial records of all payments made to third parties in the ordinary course of business and has appropriate internal controls in place which will evidence that business reason for making payments to third parties

All accounts, invoices, other documents and records relating to dealing with third parties, such as customers, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept “off-book” to facilitate or conceal improper payment. Approval documents must be accurately recorded for verification of internal and external auditors.

The board has ultimate responsibility for ensuring this Policy complies with the Group legal and ethical obligations. It is the responsibility of every ECA manager to implement this Policy within his/her area of function and provide guidance to staffs reporting to him/her.

The Audit & Risk Management Committee will monitor the effectiveness, review adequacy and ongoing compliance with this Policy. Internal control systems and procedures designed to prevent bribery and corruption will be subject to regular audits by Internal Auditor to provide assurance that they are effective in countering bribery and corruption.

Any Employees who breaches this Policy will lead to disciplinary and other actions up to and including termination of employment

As an employee of the Group, you must ensure that you read, understand and comply with the information contained within this policy, and with any training or other anti-bribery and corruption information given.

Any Employee who believe or suspect that a potential breach of this Policy is required to report to their immediate manager/supervisor at first instance.

However, where an Employee feels uncomfortable in raising their concern in this manner, wish to remain anonymous or unsatisfied with the response received, the concern can be raised using the procedures provided for in the Whistleblower Policy.

ECA will not tolerate retaliation in any form against anyone for raising concern or reporting improper, unethical or inappropriate behavior.

If you refuse to accept or offer a bribe or you report a concern relating to potential act of bribery and corruption, the Group understands that you may feel worried about potential repercussions. The Group supports anyone who raises concerns in good faith under this policy, even if investigation finds that they were mistaken

The Group will ensure that no one suffers any detrimental treatment as a result of refusing to accept or offer a bribe to other corrupt activities or because they report a concern relating to bribery and corruption

If you have reason to believe you have been subjected to unjust treatment as a result of a concern or refusal to accept a bribe, you should inform your reporting superior, manager, respective head of department or opt to invoke the Whistleblower Policy immediately.

The Group will comply with all applicable laws, rules and regulations of the governments, commissions and exchanges in jurisdictions within which the Group operates. Directors, Employees and other Business Partners are expected to understand and comply with the MACC Act (including any amendment thereof). The Group reserves the right to report any actions or activities suspected of being criminal in nature to the police or other relevant authorities.

The Group will establish and put in place appropriate performance measures and reporting system to monitor performance against metrics and compliance with the relevant policies, procedures and controls.

Risk Management Committee (where applicable) will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy and effectiveness.

This Policy shall be reviewed every three (3) years or as and when deemed necessary to ensure that it continues to remain relevant and appropriate.

This Anti-Bribery and Anti-Corruption Policy will be available at Company Website. Questions about the Anti-Bribery and Anti-Corruption Policy and its application by employees should be directed to their manager or Admin and Human Resource Department.

The Board of Directors and Management is committed to adhering to the best practice in corporate governance and observing the highest standards of integrity and behavior in all activities conducted by ECA Integrated Solution Berhad (“ECA” or “Company”) and its subsidiaries (collectively referred to as the “Group”), including the interaction with its customers, suppliers, shareholders, employees and business partners, and within the community and environment in which the Group operates.

The Code applies to all Directors and employees (“the Affected Personnel”) of the Company. The standards set out in the Code extend beyond normal working hours, and apply to Affected Personnel fulfilling their roles while on the business of ECA Group, including after hour’s functions, conferences and social activities.

It is a condition of employment and / or appointment with ECA Group that all Affected Personnel comply with the code and all applicable laws, regulations and other policies of ECA Group and failure to comply may result in the commencement of disciplinary proceedings that may lead to termination of employment and / or appointment

ECA Group will conduct its business honestly and ethically wherever its operates. The Group will constantly create a reputation for honesty, fairness, respect, responsibility, integrity, trust and sound business judgment. The Group will not compromise any of its principles for short-term advantage. The Group will strive to adhere to high standards of personal integrity at all times. The following are acts which the organization considers unacceptable. All employees, officers and directors are discouraged to engage in such acts which any attract disciplinary action which may include reprimand, warning, suspension, dismissal, termination, etc;

The following are acts which the organization considers unacceptable. All employees, officers and

directors are discouraged to engage in such acts which any attract disciplinary action which may include

reprimand, warning, suspension, dismissal, termination, etc; (Cont’d)

➢ Permit their personal interest to conflict, or appear to conflict, with the interests of the organization, its clients or affiliates, except with the shareholders’ approval in Annual General Meeting Representing the organization in any transaction with other with whom there is any outside business affiliation or relationship;

➢ Using the organisation’s contracts to advance their private business or personal interests at the

expense of the organization, its clients or affiliates;

➢ Receiving bribes, kickbacks, gifts, gratuities, entertainment or other similar remuneration or

consideration in order to attract or influence business activity;

➢ Divulge company’s confidential or sensitive information to outsiders;

➢ Insider dealing action;

➢ Intentionally disclose false, inaccurate or misleading information to relevant bodies;

➢ Disregard the law or regulation or governing bodies;

➢ Being absent from work without a valid reason;

➢ Wilfully damaging, destroying or stealing property belonging to fellow employees or the

organization;

➢ Fighting or engaging in a disorderly conduct;

➢ Refusing to follow or failing to carry out the reasonable instructions of a supervisor;

➢ Ignoring work duties or wasting time during working hours;

➢ Coming to work under influence of alcohol or any drug, bringing alcoholic beverages or drugs to the

company property;

➢ Intentionally giving any false or misleading information to obtain a leave of absence;

➢ Using threatening or abusive language towards a fellow employee or superior;

➢ Smoking contrary to established policy or violating health and safety regulations;

➢ Failing to wear clothing conforming to standards set by the company;

➢ Being late or taking unexcused absences from work;

➢ Not taking proper care of, neglecting or abusing company equipment, tools or property;

➢ Using company equipment, tools or property in an unauthorised manner;

➢ Possessing firearms or weapons of any kind on company property;

➢ Instigating fellow employees to go on a riot;

➢ Failing to encourage the reporting of unlawful or unethical behaviors

➢ Condoning, facilitating or supporting any activity that is even remotely associated with money laundering or financing of terrorism.

Affected Personnel are encouraged to report genuine suspicions of non-compliances with the Code. The reporting of non-compliances with the Code may either be made to the appropriate supervising management and/or the Board or may be done in accordance with the Whistleblower Framework and Policy which shall be a safe environment in which to speak up without fear, reprisal or victimization.

This Code will be available at Company Website. The appropriateness and effectiveness of the Code will be continuously monitored and appropriate agreed improvements and reporting procedures will be adopted where necessary.

The Code may be update from time to time. Amendments to the Code must be approved by the Board of Directors. All updates and amendments are to be communicated to affected personnel and the affected personnel will be required to comply with the Code as updated.

Questions about the Code and its application by employees should be directed to their manager or Admin and Human Resource Department.

1.1. This Policy sets out the fit and proper criteria for the appointment and re-appointment of Directors on the Board of ECA Integrated Solution Berhad (“ECA” or “the Company”) and its subsidiaries and associate company (Collectively known as “ECA Group” or “the Group”).

1.2. To ensure that each of the Directors shall possess the character, experience, integrity, competence and time to effectively discharge his/her role as a Director of ECA Group.

1.3. Serve as a guide to the Nomination Committee (“NC”) and the Board in the review and assessment of candidates that are to be appointed onto the Board as well as Directors who are seeking re-election.

2.1. The fit and proper criteria of a Director include but not limited to the following:

2.1.1. Character and Integrity

(a) Probity

• is compliant with legal obligations, regulatory requirements and professional standards.
• has not been obstructive, misleading or untruthful in dealings with regulatory bodies or a court

(b) Personal Integrity

• has not perpetrated or participated in any business practices which are deceitful, oppressive, improper (whether unlawful or not), or which otherwise reflect discredit on his professional conduct
• service contract (i.e. in the capacity of management or Director) had not been terminated in the past due to concerns on personal integrity
• has not abused other positions (i.e. political appointment) to facilitate government relations for the company in a manner that contravenes the principles of good governance

(c) Financial Integrity

• manages personal debts or financial affairs satisfactorily
• demonstrates ability to fulfil personal financial obligations as and when they fall due

(d) Reputation

• is of good repute in the financial business community
• has not been the subject of civil or criminal proceedings or enforcement action, in managing or governing an entity for the past 10 years due
• has not been substantially involved in the management of a business or company which has failed, where that failure has been occasioned in part by deficiencies in that management

2.1.2. Experience and competence

(a) Qualifications, training and skills

• possesses education qualification that is relevant to the skill set that the Director is earmarked to bring to bear onto the boardroom
• has a considerable understanding on the business and workings of a corporation
• possesses general management skills as well as understanding of corporate governance and sustainability issues
• keeps knowledge current based on continuous professional development
• possesses leadership capabilities and a high level of emotional intelligence

(b) Relevant experience and expertise

• 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

(c) Relevant experience and expertise

• had a career of occupying a high-level position in a comparable organisation, and was accountable for driving or leading the organisation’s governance, business performance or operations
• possesses commendable past performance record as gathered from the results of the board effectiveness evaluation

2.1.3. Time and commitment

(a) Ability to discharge role having regard to other commitments

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

(b) Participation and contribution in the board or track record

• demonstrates willingness to participate actively in board activities
• demonstrates willingness to devote time and effort to understand the businesses and exemplifies readiness to participate in events outside the boardroom
• manifests passion in the vocation of a Director
• exhibits ability to articulate views independently, objectively and constructively
• exhibits open mindedness to the views of others and ability to make considered judgement after hearing the views of others

3.1 The NC will assess each person for a new appointment or re-appointment of Directors based on the criteria set under item 2.1 before recommending to the Board for approval. The Board Evaluation Form is set out in Appendix 1 (The questionnaires are based on the Corporate Governance Guide 4th Edition).

3.2 For the appointment of new Director, the person required to complete the Prospective Directors Information as set out in Appendix 2.

3.3 The results of the assessments are part of the Company’s internal documents and shall not be disclosed or provided to any other party.

The NC shall recommend any change to the Fit & Proper Policy as the NC deems appropriate to the Board for approval. The terms of the Fit & Proper Policy shall be assessed, reviewed and updated where necessary i.e. when there are changes to the Malaysian Code on Corporate Governance, Listing Requirements of Bursa Malaysia Securities Berhad or any other regulatory requirements.

1.1. The Committee was formed by the Board of Directors (“the Board”) of the Company. Its primary function, in line with the Malaysian Code on Corporate Governance, is to assist the Board in the following areas:

(a) Recommend to the Board the remuneration package of executive directors and non-executive directors of the Company and its subsidiaries (“Group”) to attract, retain and motivate them; and

Recommend the engagement of external professional advisors to assist and / or advise the Committee, on remuneration matters, where necessary.

2.1. The Remuneration Committee shall be appointed from amongst the Board and shall:

(a) comprise no fewer than three (3) members;

(b) comprise exclusively of non-executive directors, a majority of whom are independent; and

(c) elect a Chairman from its members. The Chairman shall be an Independent NonExecutive Director or the Senior Independent Director.

2.2. In the event of any vacancy with the result that the number of members (including Chairman) is reduced to below three (3), the Board shall upon the recommendation of the Nomination Committee to fill the vacancy within three (3) months. Therefore a member of the Committee who wishes to retire or resign should provide sufficient written notice to the Company so that a replacement may be appointed before he leaves.

3.1. The Committee shall meet at least once (1) a year. More meetings may be conducted if necessary.

3.2. The quorum for a meeting of the Committee shall be two (2) members. In the absence of the Chairman, the members present shall elect a Chairman for the meeting among the members present.

3.3. The secretary of the Company or his/her representative shall act as the secretary of the Committee (“the Secretary”). The Secretary, in conjunction with the Chairman, shall draw up an agenda, which shall be circulated together with the relevant support papers, at least one (1) week prior to each meeting to the members of the Committee.

3.4. The Secretary shall also be in attendance at each Committee meeting and responsible for keeping the minutes of meetings of the Committee and circulating them to Committee members and other members of the Board.

3.5. The Chief Executive Officer (“CEO”) may be invited to attend meetings to discuss the performance of the executive directors of the Group (“Executive Directors”) and make proposals if necessary. Executive Directors should play no part in decisions on their own remuneration.

3.6. The Committee members may participate in a meeting by means of conference telephone, conference videophone or any similar or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at such meeting.

3.7. A resolution in writing, signed by all the members of the Committee, shall be as effectual as if it has been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more committee members.

4.1. The Committee is authorised by the Board to seek appropriate professional advice inside and outside the Group at the expense of the Company as and when it considers necessary in the discharge of its responsibilities.

5.1. In fulfilling its primary objectives, the Committee shall undertake the following responsibilities and duties:-

(a) Review and recommend the general remuneration policy of the Group. In determining such policy, take into account all factors which it deems necessary including relevant legal and regulatory requirements. The objective of the remuneration policy should have regard to the risk appetite of the Company and alignment to the Company’s long term strategic gains. A significant proportion of remuneration should be structured so as to link rewards to corporate and individual performance and designed to promote the long term success of the Company

(b) Recommend to the Board the remuneration package of the Executive Directors, Principal Officers and Senior Management in all its forms, drawing from outside advice as necessary.

(c) Recommend to the Board the remuneration package of Non-Executive Directors. The individuals concerned should abstain from discussion on their own remuneration.

(d) Review the performance of the Executive Directors, Principal Officers and Senior Management within the Group.

(e) Recommend the appointment and promotion of top executives (i.e. Executive Directors, CEO and the General Managers) within the Group, determine their salaries and recommend salary revisions and improvements as are considered necessary together with fringe benefits, prerequisites and bonus programmes.

(f) Recommend suitable incentive plans for Executive Directors, Principal Officers and Senior Management based on key performance indicators to be developed by the Company.

(g) Carry out such other assignments as may be delegated by the Board.

6.1. This Terms of Reference should be reviewed annually by the Remuneration Committee.

6.2. Any revision or amendment to this Terms of Reference, as proposed by the Committee or any third party, shall first be presented to the Board for its approval. Upon the Board’s approval, the said revision or amendment shall form part of this Terms of Reference and this Terms of Reference shall be considered duly revised or amended.

6.3. The Terms of Reference should be disclosed on the Company’s website.

The ARMC shall assist the board of directors of the Company (“Board”):-

(a) in complying with specified accounting standards and required disclosure as administered by Bursa Malaysia Securities Berhad (“Bursa Securities”), relevant accounting standards bodies, and any other laws and regulations as amended from time to time;

(b) in presenting a balanced and understandable assessment of the Company’s position and prospects;

(c) in establishing a formal and transparent arrangement for maintaining an appropriate relationship with the Company’s external and internal auditors; and

(d) in maintaining a sound system of internal controls and risk management to safeguard shareholders’ investment and the Company’s assets.

In carrying out its duties and responsibilities, the ARMC shall have the following rights:-

(a) regulate its procedure, in particular:-

• the calling of meetings;
• the notice to be given of such meetings;
• the voting and proceedings of such meetings;
• the keeping of minutes; and
• the custody, production and inspection of such minutes;

(b) the explicit authority to investigate any matter within its Terms of Reference;

(c) access to the resources which are required to perform its duties;

(d) full, free and unrestricted access to any information, records, properties and personnel of the Company and / or its subsidiaries (“Group”);

(e) direct communication channels with the external and internal auditors;

(f) ability to obtain independent professional or other advice at the Company’s costs, and to invite external parties with relevant experience to attend the ARMC meetings, if required, and to brief the ARMC thereof;

(g) ability to convene meetings with external and internal auditors whenever deemed necessary, excluding the attendance of other directors and employees of the Company;

(h) promptly report to Bursa Securities where a matter reported by the ARMC to the Board has not been satisfactorily resolved resulting in a breach of the Main Market Listing Requirements.

(i) the attendance of any particular ARMC meeting by other directors and employees of the Company shall be at the ARMC’s invitation and discretion, and specific to that relevant meeting only..

The ARMC shall be appointed by the directors of the Company (“Directors”) from among their number (pursuant to a resolution of the Board) which fulfils the following requirements:-

(a) The ARMC must comprise at least three (3) members, consisting wholly nonexecutive Directors and a majority of whom are independent.

(b) All members of the ARMC must be financially literate and at least one (1) member of the ARMC:-

(i) must be a member of the Malaysian Institute of Accountants; or

(ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years’ working experience and:-

• he must have passed the examinations specified in Part I of the First Schedule of the Accountants Act, 1967; or
• • he must be a member of one of the associations of accountants specified in Part II of the First Schedule of the Accountants Act, 1967.

(iii) fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad and / or other relevant authorities from time to time.

(c) The chairman of the ARMC (“Chairman”) must be independent and is not the Chairman of the Board.

(d) No alternate Director shall be appointed as a member of the ARMC.

(e) A former key audit partner is required to observe a cooling-off period of at least three (3) years.

(f) In the event of any vacancy in the ARMC (including Chairman) resulting in non-compliance of the minimum of three (3) members, the Board shall upon the recommendation of the Nominating Committee, appoint such number of Directors to fill up such vacancy within three (3) months of the event.

(g) All members of the ARMC, including the Chairman, will hold office only so long as they serve as Directors of the Company. The Board must via Nominating Committee review the term of office and performance of the ARMC, and each of its members annually to determine whether the ARMC has carried out its duties in accordance with its Terms of Reference.

The secretary of the Company (“Company Secretary”) or his / her representative or other appropriate senior officer of the Company shall be the Secretary

External Audit

(a) Nominate and recommend the external auditors for appointment / reappointment, to consider the adequacy of experience, resources, audit fee and any issue regarding resignation or dismissal of the external auditors. In considering the appointment / re-appointment of the external auditors, to consider among others:-

(i) the adequacy of the experience and resources of the accounting firm;

(ii) the persons assigned to the audit;

(iii) the accounting firm’s audit engagements;

(iv) the size and complexity of the Group being audited; and

(v) the number and experience of supervisory and professional staff assigned to the particular audit;

The ARMC is to also consider the performance of the external auditors and their independence as below:-

(i) the external auditors’ ability to meet deadlines in providing services and responding to issues in a timely manner as contemplated in the external audit plan;

(ii) the nature of the non-audit services provided by the external auditors and fees paid for such services relative to the audit fee;

(iii) the competence, audit quality and resource capacity of the external auditor in relation to the audit;

(iv) whether there are safeguards in place to ensure that there is no threat to the objectivity and independence of the audit arising from the provision of nonaudit services relative to the audit fee; and

(v) obtaining written assurance from the external auditors confirming that they are, and have been, independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements.

(b) Review with the external auditors, the nature, scope and plan of the audit including any changes to the scope of the audit plan before the audit commences and report the same to the Board;

(c) Ensure co-ordination if more than one (1) audit firm is involved in the audit;

(d) Review with the external auditors, their audit report and report the same to the Board;

(e) Review with the external auditors, their evaluation of the system of internal controls and risk management and report the same to the Board;

(f) Review the assistance given by the employees of the Group to the external auditors and report the same to the Board;

(g) Review any letter of resignation from the external auditors and report the same to the Board;

(h) Review whether there is reason, supported by grounds, to believe that the external auditors are not suitable for reappointment and report the same to the Board;

(i) Discuss problems and reservations, if any, arising from the interim and final audits, and any matter which the external and internal auditors wish to discuss in the absence of the Management, where necessary;

(j) Discuss and review the external auditors’ management letter and management response, if any;

(k) Discuss the contracts and nature for the provision of non-audit services which can be entered into by the Group as well as procedures that must be followed by the external auditors for the provision of non-audit services. The contracts cannot be entered into should include:-

1. Management consulting;
2. Strategic decision;
3. Internal audit; and
4. Policy and standard operating procedures documentation.

(l) In the event that the non-audit fees paid to the external auditors, or a firm or corporation affiliated to the external auditors’ firm are significant (eg. constitute 50% of the total amount of audit fees paid to the Company’s external auditors) the Company is required to state the details on the nature of non-audit services rendered in the ARMC report of the Company (“ ARMC Report ”).

Internal Audit

1. To ensure the internal audit function is independent of the activities it audits and the head of internal audit reports directly to the ARMC. The head of internal audit should have the relevant qualifications and be responsible for providing assurance to the ARMC that the internal controls are operating effectively. The internal audit will be responsible for the regular review and / or appraisal of the effectiveness of the risk management, internal control, and governance processes within the Company.
2. Review and report the same to the Board on the adequacy of the scope, competency, functions and resources of the internal audit function, and that it has the necessary authority to carry out its work;
3. Review and report the same to the Board on the internal audit programme, processes, the results of the internal audit programme, processes or investigation undertaken, and whether or not appropriate action is taken on the recommendations of the internal audit function;
4. Ensure that appropriate action is taken on the recommendations of the internal auditors, where necessary;
5. Review the assistance and co-operation given by the employees of the Group to the internal auditors;
6. Review any appraisal or assessment of the performance of the internal auditors;
7. Approve any appointment or termination of the internal auditors; and
8. Review any letter of resignation of internal auditors and request the resigning firm to submit its reasons for resigning.
9. Investigate or cause to be investigated any activity within its Terms of Reference; and
10. To have explicit authority over the resources such as professional advice and full access to information to investigate certain matters.

Risk Management

1. Review the adequacy of the Group’s risk management framework and assess the resources and knowledge of the Management and employee involved in the risk management process;
2. Review the effectiveness of internal control systems deployed by the Management to address those risks;
3. Review and recommend corrective measures undertaken to remedy any failures and / or weaknesses;
4. Review and further monitor principal risks that may affect the Group directly or indirectly that if deemed necessary, recommend additional course of action to mitigate such risks;
5. Communication and monitoring of risk assessment results to the Board; and
6. Actual and potential impact of any failures or weakness, particularly those related to financial performance or conditions affecting the Group

Others

1. Prior to the approval of the Board, review the quarterly and year-end financial statements and report the same to the Board, focusing particularly on:-
   1. significant matters highlighted including financial reporting issues, significant judgements made by management, significant and unusual events or transactions and how these matters are being addressed;
   2. any major changes in or implementation of accounting policies and practices;
   3. the going concern assumption; and
   4. compliance with accounting standards and other legal requirements.
2. Review any related party transactions and conflict of interest situation that may arise within the Company or Group including any transaction, procedure or course of conduct that raises questions of management integrity and the framework established / to be established;
3. Discuss and review the major findings of any internal investigations and the Management’s response;
4. Review and report the same to the Board the statement with regard to the state of internal controls and risk management of the Group for inclusion in the annual report of the Company (“ Annual Report ”);
5. Oversee the Group’s internal control structure to ensure operational effectiveness and efficiency, reduce risk of inaccurate financial reporting, protect the Group’s assets from misappropriation and encourage legal and regulatory compliance;
6. Perform any other work that it is required or empowered to do by statutory legislation or guidelines as prepared by the relevant government authorities; and
7. Consider other topics as defined by the Board

1. The minimum number of ARMC meetings to be held in a financial year is four (4) meetings. Additional meetings may be called at any time, at the discretion of the Chairman.
2. The ARMC may participate in a meeting by means of telephone conference, video conference or other communications equipment of which all persons participating in the meeting can communicate with each other. Such participation in a meeting shall constitute presence in person at such meeting.
3. The Group Managing Director and other appropriate officer(s) may be invited to attend where their presence are considered appropriate as determined by the Chairman.
4. The internal auditors have the right to appear and be heard at any meeting of the ARMC and are recommended to attend each ARMC meeting.
5. Upon the request of the external and / or internal auditors, the Chairman shall also convene a meeting of the ARMC to consider any matter the external and / or internal auditors believe should be brought to the attention of the Board or the shareholders.
6. Other Board members, employees of the Company and representatives of the external auditors may attend meetings upon the invitation of the ARMC.
7. The ARMC shall meet at least twice a year with the external and internal auditors without the presence of executive Board members and the Management.
8. The ARMC shall meet regularly, with due notice of issues to be discussed and shall record its conclusions accordingly.
9. The Company Secretary or his / her representative or other appropriate senior officer shall be in attendance at each ARMC meeting and record the proceedings of the meeting thereat.
10. The quorum for an ARMC meeting shall be two (2) members of the ARMC, who are both Independent Directors. In the event that the meeting is attended by more than two (2) members of the ARMC, the majority members present must be independent directors in order to form a quorum in respect of the ARMC meeting.
11. Subject to paragraph (a) above, in appropriate circumstances, the ARMC may deal with matters by way of circular reports and resolutions in lieu of convening a formal meeting. A resolution in writing signed by all members in lieu of convening a formal meeting shall be as valid and effectual as it had been passed at a meeting of the ARMC duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more members.

The duties and responsibilities of the Chairman are to:-

1. Steer the ARMC to achieve the goals it sets;
2. Consult the Company Secretary for guidance on matters related to the ARMC’s responsibilities under the applicable rules and regulations, to which they are subject;
3. Organise and present the agenda for ARMC meetings based on input from members of the ARMC for discussion on matters raised;
4. Provide leadership to the ARMC and ensure proper flow of information to the ARMC by reviewing the adequacy and timing of documentation;
5. Ensure that all members are encouraged to play their role in its activities;
6. Ensure that consensus is reached on every ARMC resolution and where considered necessary, call for a vote;
7. Manage the processes and working of the ARMC and ensure that the ARMC discharges its responsibilities without interference from the Management; and
8. Engage on a regular basis with senior management such as the Chairman, the Group Managing Director, the finance director, the internal and external auditors in order to be kept informed of matters affecting the Company
9. The Chairman of the Committee should attend the Annual General Meeting to answer any shareholder questions on the ARMC’s activities

Each ARMC member shall be expected to:-

1. Provide individual external independent opinions to the fact-finding, analysis and decision making process of the ARMC;
2. Consider viewpoints from the other ARMC members in making decisions and recommendation for the best interest of the Board collectively;
3. Keep abreast of the latest corporate governance guidelines in relation to the ARMC and the Board as a whole; and
4. Continuously seek out best practices in terms of processes utilised by the ARMC, following which these should be discussed with the rest of the ARMC members for possible adoption.

The ARMC is required to prepare an ARMC Report at the end of each financial year to be included and published in the Annual Report. The ARMC Report shall include the following:-

1. Composition of the ARMC, including the name, designation (indicating the Chairman) and directorship of the members (indicating whether the Directors are independent or otherwise);
2. Number of ARMC meetings held during the financial year and details of attendance of each ARMC member;
3. Summary of the activities carried out by the ARMC in the discharge of its responsibilities, functions and duties for that financial year of the Company; and
4. Summary of the activities carried out by the internal auditors

The ARMC shall assist the Board in making the following additional statements in the Annual Report:-

1. Statement explaining the Board’s responsibility for preparing the annual audited financial statements of the Group; and
2. Statement about the state of internal control and risk management of the Group

1. Any revision or amendment to this Terms of Reference, as proposed by the ARMC or any third party, shall first be presented to the Board for its approval.
2. Upon the Board’s approval, the said revision or amendment shall form part of this Terms of Reference and this Terms of Reference shall be considered duly revised or amended.

The ARMC must have its written Terms of Reference which deal with its authority and duties and such information must be made available on the Company’s website.

The Terms of Reference shall be reviewed annually by the Committee.

1.1 The Committee was formed by the Board of Directors (“the Board”) of the Company. Its primary function, in line with the Malaysian Code on Corporate Governance, is to assist the Board in the following areas:

1. Proposing new nominees for the Board - the actual decision as to who shall be nominated shall be the responsibility of the full Board after considering the recommendations of the Committee;
2. Assessing the effectiveness of the directors of the Company and its subsidiaries (“
   Group”) on an on-going basis;
3. Review the effectiveness of the Chief Executive Officer (“CEO”); and
4. Assess the size and composition of the Board.

2.1. The Nomination Committee shall be appointed from amongst the Board and shall:

1. comprise no fewer than three (3) members;
2. comprise exclusively of non-executive directors, a majority of whom are independent; and
3. elect a Chairman from its members. The Chairman shall be an Independent NonExecutive Director or the Senior Independent Director.

2.2 In the event of any vacancy with the result that the number of members (including Chairman) is reduced to below three (3), the Board shall upon the recommendation of the Nomination Committee to fill the vacancy within three (3) months. Therefore a member of the Committee who wishes to retire or resign should provide sufficient written notice to the Company so that a replacement may be appointed before he leaves.

3.1 The Committee shall meet at least once (1) a year. More meetings may be conducted if necessary.

3.2. The quorum for a meeting of the Committee shall be two (2) members. In the absence of the Chairman, the members p

3.3. The secretary of the Company or his/her representative shall act as the secretary of the Committee (“the Secretary”). The Secretary, in conjunction with the Chairman, shall draw up an agenda, which shall be circulated together with the relevant support papers, at least one (1) week prior to each meeting to the members of the Committee.

3.4. The Secretary shall also be in attendance at each Committee meeting and responsible for keeping the minutes of meetings of the Committee and circulating them to Committee members and other members of the Board.

3.5. The Chairman shall submit an annual committee report to the Board, summarising the Committee’s activities during the year and the related significant results and findings thereof, including details of relevant training attended by each Committee member. The activities of the Committee in the discharge of its duties for the relevant year should also be included the Annual Report.

3.6. The Committee members may participate in a meeting by means of conference telephone, conference videophone or any similar or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at such meeting.

3.7. A resolution in writing, signed by all the members of the Committee, shall be as effectual as if it has been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more committee members.

4.1. The Committee is authorised by the Board to seek appropriate professional advice inside and outside the Group at the expense of the Company as and when it considers necessary in the discharge of its responsibilities.

5.1. In fulfilling its primary objectives, the Committee shall undertake the following responsibilities and duties:-

1. Annually review the Board’s required mix of skills, experience, quality and core competencies which Non-Executive Directors should bring to the Board. This should be disclosed in the Annual Report.
2. Annually assess the effectiveness of the Board as a whole, the Committees of the Board and the contribution of each individual Director
3. Annually assess the independence of its Independent Directors.
4. Recommend to the Board, candidates for all directorships to be filled by the shareholders or the Board. In making its recommendations, the Committee shall assess and consider the following attributes or factors:-
   1. skills, knowledge, expertise and experience;
   2. professionalism
   3. commitment (including time commitment) to effectively discharge his/her role as a Director;
   4. contribution and performance;
   5. background, character, integrity, and competence; in the case of candidates for the position of Independent Non-Executive Directors, the Committee shall also evaluate the candidates’ ability to discharge such responsibilities/functions as are expected from Independent Non-executive Directors; and
   6. Boardroom diversity including gender diversity.
5. Review the term of office and performance of the audit committee and each of its members to determine whether such audit committee and members have carried out their duties in accordance with their terms of reference.
6. Review the Board’s diversity including gender, age experience and ethnicity.
7. Recommend the re-appointment/re-election of the Directors at the conclusion of his/her specified term of office by rotation in accordance with the Constitution of the Company.
8. Consider candidates for directorships proposed by the CEO and, within the bounds of practicability, by any other senior executive or any Director or shareholder.
9. Recommend to the Board, Directors to fill the seats on Board committees.
10. Consider and recommend suitable persons for appointment as Board members of subsidiary and associate companies as Group nominees and to annually review their contribution
11. Consider and recommend any measures to upgrade the effectiveness of Directors of the Group and its subsidiary and associate companies.
12. To ensure that all Directors and senior management receive appropriate continuous training in order to keep abreast with the industry and with changes in the relevant statutory and regulatory requirements and to be equipped with the knowledge and skills to contribute effectively to the Board
13. Plan for succession to the position of Chairman of the Board and Chief Executive Officer as well as certain other senior management positions in the Group. The Chief Executive Officer annually provides the Committee with an assessment of senior managers and their potential.
14. Establish management development programme for the Company.
15. Carry out such other assignments as may be delegated by the Board

6.1. The Committee follows formal and transparent procedures when appointing directors, as follows:

1. The Committee shall prepare descriptions of the director characteristics the Board is looking for in a new appointment.
2. All the candidates are interviewed by at least two (2) members of the Committee whose evaluations will be circulated to all the members of the Committee. A target appointment date is then fixed.
3. The Committee will then have to make a majority decision in recommending the appointment to the Board.
4. The Board will then decide on the best candidate by ballot or majority decision and a Board resolution will be passed to appoint the candidate.
5. The written consent of the nominees to act if elected shall be secured.

6.2. The Committee shall regulate its own procedure to be followed in the discharge of its duties and responsibilities. The regulation and implementation of such procedure shall, as far as circumstances permit be in keeping with the principles and requirements of the Malaysian Code on Corporate Governance.

7.1. The Committee shall:

1. keep under review the leadership needs of the Company, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;
2. give full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the Company, and the skills and expertise needed on the Board in future;
3. make recommendations to the Board concerning the succession plans for Executive Directors and in particular for the CEO;
4. make recommendations to the Board concerning the re-appointment of any non-executive Director at the conclusion of his or her specified term of office, re-election of any Director under the retirement by rotation provisions in the Constitution of the Company;
5. make any necessary recommendations to the Board concerning the continuation in office, suspension or termination of service of any director of the Group (the exception of Executive Directors whose employment is subject to the provisions of their service contracts, if any); and

8.1. This Terms of Reference should be reviewed annually by the Nomination Committee.

8.2. Any revision or amendment to this Terms of Reference, as proposed by the Committee or any third party, shall first be presented to the Board for its approval. Upon the Board’s approval, the said revision or amendment shall form part of this Terms of Reference and this Terms of Reference shall be considered duly revised or amended.

8.3. The Terms of Reference should be disclosed on the Company’s website.

The Company is committed to the highest possible standards of openness, integrity and accountability. In line with this commitment, this policy provides an avenue for all employees of ECA Integrated Solution Berhad (“ECA” or “Company”) and its subsidiaries (collectively referred to as the “Group”) and members of the public to come forward and voice their concerns.

This policy is applicable to all employees of ECA Integrated Solution Berhad and its subsidiaries, as well as to stakeholders and member of the public, where relevant.

This policy provides a specific means by which employees, shareholders or members of the public can report or disclose through established channels, any improper conduct such as:

1. Unethical behavior
2. Malpractices
3. Fraud and corruption
4. Abuse of power
5. Conflict of interest
6. Illegal acts
7. Failure to comply with any regulatory requirements
8. Damage to environment
9. Misuse of company’ property or funds
10. The breach of a legal obligation (including negligence, criminal activity, breach of contract and breach of law).
11. The miscarriage of justice
12. The danger to health and safety; or to the environment; and
13. To cover-up of any of the above in the workplace.

The above list is not exhaustive and includes any misconduct mentioned in the organisation’s Code of Ethics and Conduct

Only genuine concerns should be reported under whistle blowing procedures. This report should be made in good faith with a reasonable belief that the information and any allegation in it are substantially true, and the report is no made for personal gain. Malicious and false allegations will be viewed seriously and treated as a gross misconducted and if proven may lead to dismissal.

All whistle blowers are encouraged to report genuine concerns without fear of reprisal should they act in good faith when reporting such concerns. He/She will be accorded with protection of confidentiality of identity, to any extend practicable if he/she wish to remain anonymous. An employee who whistleblows internally shall be protected against any harassments or retaliations in any forms or manners and the organisation views such actions as gross misconduct and may lead to dismissal, if proven. Any report made must be done in good faith with a reasonable belief that the information and any allegation in it are substantially true, and are not made to seek for any personal gains or for malicious purposes.

It is advisable that any concern shall be raised with the immediate superior. However, if it is believed that it is not possible, then the concern should be reported to Chief Executive Officer which is as follow:

In the event where reporting to management is not possible, the concern should be addressed to the following:

Any reports received shall be investigated promptly by the person receiving the report. If required, he can obtain assistance from other resources within the Group (e.g. Internal Audit, Accounts & Finance Department, Human Resource Department, etc.) and external resources (e.g. legal and other professional advisory, etc.) The matters and the results of the investigation shall be reported to the Audit Committee from time to time as it progresses.

Upon completion of investigation, appropriate course of action will be recommended to the Audit Committee for their deliberation. Decision taken by the Audit Committee will be implemented immediately. Where possible, steps will also be implemented to prevent similar situation arising.

If for any reason, the person making the report is not satisfied with the way his/her report had been dealt with, he/she can escalate his/her report to the Chairman of Audit Committee. Channel of reporting are:-

Chairman of Audit Committee will deliberate the report with his committee members and decide on the appropriate course of action.

This Whistleblower Framework and Policy will be available at Company Website. The appropriateness and effectiveness of the Whistleblower Framework and Policy will be continuously monitored and appropriate agreed improvements and reporting procedures will be adopted where necessary

The Whistleblower Framework and Policy may be update from time to time. Amendments to the framework and policy must be approved by the Board of Directors. All updates and amendments are to be communicated to affected personnel and the affected personnel will be required to comply with the framework and policy as updated.

Questions about the Whistleblower Framework and Policy and its application by employees should be directed to their manager or Admin and Human Resource Department.