Paramount Corporation Berhad (Paramount or the Company) is committed to business integrity, transparency and professionalism in all its activities. As part of this commitment, the Board of Directors (Board) of Paramount continually ensures that sound principles of corporate governance and accountability are practised in all business endeavours undertaken by the Paramount group of companies (Paramount Group) with the ultimate objective of protecting and enhancing shareholder value.
In enhancing the corporate governance structure of the Company, the Board has set out its role, functions, duties and responsibilities clearly in a Board Charter that serves as a reference point for all Board and Board Committee activities. This Charter provides guidance and clarity to the directors and management regarding their respective roles and distinctive responsibilities in the stewardship and management of the Company.
CODE OF BUSINESS CONDUCT AND ETHICS
In line with good corporate governance practices, the Board has adopted a Code of Business Conduct and Ethics (CBCE) with the objective of upholding the highest standards of honesty, integrity, ethical and legal behavior in the conduct of all business operations of the Paramount Group.
The CBCE is applicable to all employees, whether full-time, probationary, part-time, contractual or casual employees, and directors of the Paramount Group.
The following core areas of conduct are included in the CBCE:
- Conflict of Interest
- Corporate Opportunities
- Fair Dealing
- Insider Trading
- Protection and Proper Use of Company Assets
- Compliance with Laws, Rules and Regulations
- Timely and Truthful Public Disclosure
- Significant Accounting Deficiencies
- Health and Safety
- Employee Behaviour and Professionalism
The Whistleblowing Policy is an integral component of the Company’s Code of Business Conduct and Ethics that is aimed at promoting a culture of high integrity and transparency, where employees of the Paramount Group are able to raise concerns regarding suspected fraud, wrongdoings and malpractices without being subject to victimization, harassment or discriminatory treatment.
The Whistleblowing Policy sets out the mechanism and framework by which employees and any member of the public can confidently, and anonymously, voice concerns to the Chairman of the Company’s Audit Committee in a confidential manner.
The following can be considered as ‘reportable activity’ under this Whistleblowing Policy:
- Suspected or actual incidents of fraud or corruption.
- A suspected or actual breach of the Company’s policies, practices, procedures or other rules of conduct.
- Suspected or actual misleading or deceptive conduct of any kind, including conduct or representations which amount to improper or misleading accounting or financial reporting practices.
- Situations within the Company’s control which pose danger to the health or safety of any person or significant danger to the environment.
- Auditing matters, including non-disclosure or any subversion of the internal or external audit process.
- Breach of confidential obligations.
BOARDROOM DIVERSITY POLICY
The Board affirms its commitment to boardroom diversity, and works to ensure that there is no discrimination on the basis of ethnicity, race, age, gender, nationality, political affiliation, religious affiliation, sexual orientation, marital status, education, physical ability or geographic region. The strategic intent of the Company’s Boardroom Diversity Policy is to attract, retain and develop a diverse team of skilled people who are increasingly engaged towards the delivery of the Company’s strategies. The policy revolves around the following initiatives:
- Identifying and balancing the different skills and industry experiences, backgrounds and gender of Directors.
- Retaining Directors based on merit, in the context of skills, time commitment and experiences.
- Providing a safe and healthy environment for the views of Board members to be heard, their concerns attended to and where, bias, discrimination and harassment on any matter are not tolerated.
In upholding the highest standard of corporate governance, the Board of Directors of Paramount Corporation Berhad (the Company) is committed to ensuring that the rights of shareholders are respected.
As a shareholder (member) of the Company, you have the right to:
- Receive notices of the Company’s general meetings.
- Receive the latest audited financial statements of the Company.
- Attend and vote at a general meeting of the Company or appoint a proxy or proxies to attend and vote on your behalf at the meeting.
- Requisite the convening of a general meeting by the directors of the Company provided that the requisition is from members holding not less than one-tenth (1/10) of the total issued share capital of the Company.
- Inspect the Company’s register of members (record of depositors), substantial shareholders, directors, managers and secretaries, and minutes of the proceedings of general meetings.
DIRECTORS’ CODE OF ETHICS
In order to establish an ethical corporate environment within the Group, the Directors of Paramount firmly commit themselves to observing the Directors’ Code of Ethics (DCE) that sets out the accountability standards required of Directors, such as the following:
- Directors should ensure that the Company is properly managed and effectively controlled.
- Directors should insist on being kept informed on all matters of importance to the Company and stay abreast of the Company’s status of compliance with the relevant legislative and contractual requirements.
- Directors should disclose all contractual interests whether direct or indirect with the Company, and avoid involving themselves in situations where conflict of interest may arise between them and the Group or in situations that may influence their judgment.
- Directors must exercise care to safeguard information of a confidential and sensitive nature relating to the Group, and Directors are prohibited from using price sensitive non-public information for personal benefit.
- Directors must protect the assets and funds of the Group to ensure availability thereof for the Group’s business purposes.
- Directors must ensure that accurate and reliable records are kept to meet the Group’s legal and financial obligations and in compliance with applicable laws, rules and regulations.
- Directors should ensure that the activities and operations of the Group do not harm the interest and well being of society at large.
DIRECTORS’ ASSESSMENT POLICY
The Board, Board Committees, Directors and Group Chief Executive Officer (CEO) of the Company are subject to annual assessment in accordance with the Directors’ Assessment Policy that is designed for the purpose of reviewing the pre-determined roles of the Board, individual Directors and the Group CEO as established in the Board Charter. The criteria to be used in the assessment as set out in the Directors’ Assessment Policy are as follows:
Assessment of the Board and Board Committees
- Board structure
- Board operations
- Board roles and responsibilities
- Board chairman’s role and responsibilities
Assessment of the Directors
- Strategic understanding of critical issues affecting the Group
- Commitment to the Group’s values, ethics and code of conduct
- Competence and capability
- Time commitment
- Level of independence
Assessment of the Group CEO
- Execution of the Group’s strategies through efficient and effective implementation
- Achievement of the Group’s pre-set performance objectives based on qualitative and quantitative measures which form part of the Key Performance Indicators for the Group CEO.
SUCCESSION PLANNING POLICY
Succession planning is an ongoing process designed to ensure that the Group identifies and develops a talent pool of employees through mentoring and training for high-level management positions. The Succession Planning Policy is intended to address the Group’ continuity in leadership for key positions, and the Board takes the pivotal role of ensuring the fulfillment of the following objectives for succession planning:
- To ensure the Group is prepared with a plan to support operation and service continuity when the positions of Managing Director, CEO, senior management or key managers become vacant.
- To ensure a continued supply of qualified, motivated employees who are prepared for higher roles and responsibilities.
- To align the Group’s vision and human resource function that demonstrates an understanding of the requirement to have appropriate employees to achieve strategic plans.
- To develop career paths for employees that will facilitate the Group’s ability to recruit and retain top-performing or high talent employees.
- To create an external reputation for the Group as an employer that invests in its people, provides opportunities and support for advancement.
- To deliver a message to the Group’s employees that they are valuable.
- To develop reliable assessment procedures and ensure that these procedures are applied systematically across the Group.
INSIDER DEALING POLICY
Insider dealing or trading is defined as the purchase or sale of the Company’s securities affected by or on behalf of a person with knowledge of relevant but non-public material information regarding the Company. The Insider Dealing Policy aims to prevent insider dealing of securities, to ensure transparency and fairness in dealing with all stakeholders of the Group, and to maintain the confidentiality of price sensitive information. The policy sets out the definition of “securities”, “information”, “insider”; the prohibitions under the Capital Markets and Services Act, 2007; and the reporting and disclosure requirements for all Directors, senior management and employees of the Group with regard to their dealings in securities, if deemed necessary.
BOARD REMUNERATION POLICY
To ensure the Company’s continued ability to attract and retain the most qualified directors who could contribute positively to the growth of the Company, the Board has adopted a Board Remuneration Policy (BRP) that is designed based on the following key principles:
- Total remuneration should be set at levels that are competitive with the relevant markets.
- A significant portion of the total reward of an executive director should be performance-based.
- Incentive plans, performance measures and targets should be aligned to shareholders’ interest.
The BRP provides guidance and clarity to the Remuneration Committee for its determination and recommendation of the remuneration packages offered to executive directors (EDs) and non-executive directors (NEDs). In this respect, the BRP states that:
- The remuneration of EDs is made up of base salaries, monetary incentives and fringe benefits, and is linked to the achievement of corporate performance targets.
- The remuneration of NEDs is made up of directors’ fees and meeting allowances for their attendance at the meetings.
The EDs play no part in the decision of their remuneration, and all directors’ fees and meeting allowences are subject to the approval of the Company’s shareholders.
RELATED PARTY TRANSACTION POLICY
It is anticipated that the Paramount Group would, in its ordinary course of business, enter into transactions of a revenue or trading nature with related parties (recurrent related party transactions or RRPT). Hence, a Related Party Transaction Policy (RPTP) was adopted by the Board to ensure that all RRPTs are entered into at arm’s length and on terms that are not detrimental to the interest of minority shareholders.
The RPTP sets out the minimum requirements and procedures that must be adhered to which include the following:
- The RRPT will only be entered into after taking into account the pricing, quality of product, expertise and other related factors.
- The terms and conditions of the RRPT will be determined by the usual commercial terms of the product providers or in accordance with applicable industry norms.
- At least two contemporaneous transactions with unrelated parties for similar products/services will be used as comparison, wherever possible, to determine the fairness and reasonableness of the terms of the RRPT. In the event that comparative pricing cannot be obtained, the transaction price will be determined based on the margin transacted for other similar products/services, and the RRPT will be reviewed taking into account prevailing market rates/best business practices to ensure that the RRPT is not detrimental to the Group.
- All directors and major shareholders are required to declare and disclose any RRPT in which they are deemed interested and such transactions must be subjected to the scrutiny of the Audit Committee.
INVESTOR RELATIONS POLICY
As a public listed company, Paramount is committed to providing accurate, timely, consistent and fair disclosure of corporate information to enable investors to make informed decisions and orderly market decisions. To this end, the Board has adopted an Investor Relations Policy (IRP) with the following objectives:
- To develop and maintain a positive relationship with all shareholders and stakeholders through active two-way communication.
- To promote and demonstrate a high standard of integrity and transparency through the full disclosure of accurate, high quality and timely information.
The IRP sets out the scope of the Company’s investor relations (IR) activities, such as the following:
- The IR structure and the responsibilities of key spokespersons
- The mode of disclosure
- The type, strategies and frequency of the IR programmes
- The Company’s stand with regard to market reports, rumours and speculations
- Channels of feedback from shareholders and the IR community
ANTI-BRIBERY AND CORRUPTION POLICY
Paramount Corporation Berhad has adopted an Anti-Bribery and Corruption Policy to reinforce its zero tolerance approach to bribery and corruption; set out the responsibilities of the directors and employees of Paramount Group and those working for the Group in observing Paramount’s position on bribery and corruption; and to provide guidance on how to recognize and deal with bribery and corruption issues that might be encountered by the Group in its day-to-day business operations.