Corporate Disclosure Policy

1. OBJECTIVES

Through this Corporate Disclosure Policy (“CDP”), Straits hopes that the following objectives will be achieved:

  1. the quality and timeliness of disclosures are improved and there is greater parity in the standards of disclosure in the marketplace
  2. have in place efficient procedures for management of information which at the same time, promotes accountability for the disclosure of material information
  3. build good investor relations with the investing public that inspires trust and confidence.
  4. To promote and instill shareholders’ and investors’ confidence by disclosing material information in a timely, consistent and appropriate manner
  5. To protect and prevent improper use or disclosure of material information and Company’s confidential information
2. SCOPE OF THIS POLICY

This CDP shall apply to Straits Group Board, its Management and employees of Straits Group, irrespective of their seniority or designation.

Even though the day-to-day business of the Company handled by the Management, the Straits Board , collectively and individually responsible for the establishment and adoption of a written set of policies and procedures for the Company with regards to the handling and disclosing of material information.

3. MATERIAL INFORMATION

Guided by the ACE Market LR, material information is generally considered to be any information relating to the business, operations and financial performance of the Company that results in, or would reasonably be expected to result in a significant change in:

  1. the market price, value or market activity of the Company’s securities; or
  2. the decision of a holder of securities of the Company or an investor in determining
    his choice of action.
4. CORPORATE DISCLOSURE COMMITTEE (“CDC”)

The members of the Disclosure Committee will be:

  1. Managing Director / CEO
  2. Financial Controller
  3. Company Secretary
5. AUTHORISED SPOKESPERSONS

The Company’s primary spokesperson to the investment community and the public at large and for media-related inquiries would normally be either the Chairman or the Group Managing Director (“Authorized Spokesperson”) or any other person authorized by the Group Managing Director.

The Authorized Spokesperson may refer media-related inquiries to an external consultant or other person within the Company who are considered experts on the subject matter.

Employees who are not Authorized Spokesperson MUST NOT respond under any circumstances to any inquiries from, or initiate communication with the financial community , shareholders or media. All such communication must be referred to the Group Managing Director

Schedule A provides some of the examples of potentially Material Information.

6. CONFIDENTIALITY OBLIGATIONS
  1. Any employee privy to confidential information is subject to strict confidentiality restrictions and care must be taken to ensure that it is provided only to the Authorized employees. Outside parties privy to undisclosed material information concerning the Company will be told that they must not divulge such information to anyone else. Management shall ensure that such outside parties confirm their commitment to non-disclosure under a written confidentiality agreement.
  2. The following areas are not to be disclosed by an employee without the prior written approval from the Company unless it can be proved that such information is within the public domain :-
    • Audit and any report on the Company’s businesses
    • Information provided to authorities in relation to the Company
    • Company’s proprietary information regarding earnings, financial matters, business plans, marketing strategy, investment strategy, technical data on projects, processes, methods and technology and business opportunities
    • Company’s computer-based data codes or passwords and source codes
    • Any other confidential information or documents which in the opinion of the
    Company should be treated as confidential.
7. LEAKAGES OF MATERIAL INFORMATION

In the event it is found that material information is leaked and after due enquiry it is found that confidentiality is not maintained, the Company will take appropriate action to make an immediate announcement of the material information to Bursa Securities.

8. INSIDER TRADING
  1. Pursuant to the Capital Market & Services Act 2007 (“CMSA”), a person is an “insider” if that person:
    a) possesses information that is not generally available which on becoming generally available a reasonable person would expect it to have a material effect on the price or the value of the securities; and
    b) knows or reasonably ought to know that the information is generally not available.
    In addition, Section 188(2) of the CMSA states that an insider must not:-
    (i) acquire or dispose of, or enter into an agreement for or with a view to the acquisition or disposal of such securities; or
    (ii) procure, directly or indirectly, an acquisition or disposal of, or the entering into an agreement for or with a view to the acquisition or disposal of such securities
  2. Trading Restrictions
    It is prohibited for anyone with knowledge of material information affecting the Company which has not been publicly disclosed, to purchase or sell securities of the Company. Except in the necessary course of business, it is also illegal for anyone to inform or tip any other person of material non-public information. Questions as to whether information is material, potentially material or whether such information has previously been disclosed in accordance with this Disclosure Policy should be directed to the MD, FC or CoSec.
  3. Employees or Directors who possess undisclosed material information are prohibited from dealing directly or indirectly in the Company’s securities unless the information has been publicly disclosed and announcement has been made to Bursa.
9. DISCLOSURE OBLIGATIONS

If the Company wishes to make an announcement or release material information pursuant to its disclosure obligations under ACE LR , the CDC will consider such information and will approve the contents of any draft or documents disclosing such information. If needed, Straits Board need to be informed either via a circular or other means of communications.

10. MATERIALITY THRESHOLD

Other than transactions entered into with related party, the company has determined the threshold for the disclosure of material information for the following transactions:-

Contracts entered into in the ordinary course of business (non-related party)

  • RM 500,000.00 and above

Contracts outside ordinary course of business, material litigation or contingent liability

  • RM 250,000.00 and above

The threshold for RPT and RRPT are governed by Chapter 10 of the ACE LR.

11. DEALING WITH REGULATORS

If requested by Bursa Malaysia or other securities regulatory authority to make a public statement, including a response to a market rumour, the CDC will consider and determine the content of the disclosure.

12. DEALINGS WITH INVESTMENT COMMUNITY

Analysts, Investors and the Media
Authorised Spokespersons may meet with analysts, institutional investors, media and other market professionals on an individual or small group basis as needed and will initiate contacts or respond to their calls in a timely, consistent and accurate fashion in accordance with this Disclosure Policy. If during such meetings or responses to the calls, there is inadvertent selective disclosure of previously undisclosed material information, the Company will immediately disclose such information.

Analyst Reports
Analysts may from time to time request the Company to review draft analysts’ reports and only Authorised Spokespersons will comment on such reports. Comments will be limited to identifying publicly disclosed factual information that could affect the analyst’s model and to pointing out inaccuracies or omissions with reference to publicly available information. The Company will not attempt to influence an analyst’s conclusions. The Company will not externally distribute analyst’s research reports but, if requested, will advise which analysts follow the Company, accompanied by an appropriate disclaimer that the view expressed in any reports, including all forward-looking information, are the views of the analyst.

13. MARKET RUMOURS

Generally, the Company should not entertain market rumours unless the said rumours are malicious and are specifically targeted to injure the reputation of the Company

14. UNUSUAL MARKET ACTIVITY (“UMA”)

The Company will undertake due enquiry when there is unusual trading activity or price movement of the Company’s securities. The due enquiry will be undertaken to determine the cause and thereafter issue a clarifying announcement.

15. CORPORATE WEBSITE

All the Company’s publicly disclosed material information and presentations to analysts and conferences will be made available through the corporate website for a reasonable period of time.

16. NON-COMPLIANCE WITH THE POLICY

Any employee who violates this Disclosure Policy may be cautioned or face disciplinary action up to and including termination of his or her employment with the Company. If it appears that the employee may have also violated certain securities laws, the Company may refer the matter to the appropriate regulatory authorities for further investigations.

17. REVIEW OF POLICY

The CDC shall have oversight responsibility for this Policy. The CDC will review and provide advice for this Policy to be updated from time to time as needed to ensure compliance with changing regulatory requirements and to ensure the Policy continues to be effective in providing accurate and timely disclosure in accordance with the Group’s disclosure obligations.

Approval of this Policy is the responsibility of the Board.

This revised Policy has been approved by the Board on 26 March 2018

SCHEDULE A

The list provides the types of material information that may require immediate announcement to Bursa Malaysia. It gives a general description of matters which would be regarded as material information. This list is not exhaustive, and is for guidance purposes only.

  • Quarterly Reports of interim financial results
  • Group’s annual audited accounts
  • Material changes in the Group’s business or its strategy or investment plans
  • Other events that may be expected to have a material effect on the Group’s operations
  • Any event of default in respect of a material financial obligation of the Group
  • Introduction of material new products
  • The acquisition or loss of any material contract
  • Financial condition or future prospects
  • Significant Group borrowings and any ratings attached to those borrowings
  • Any change in shareholders which might affect control of the Group
  • Any new issue of securities by the Group, or in the terms of its existing securities
  • Any information concerning dividends
  • Any reorganisation or reconstruction of the Group
  • Material litigation and court decisions
  • Mergers, acquisitions and other major corporate development
  • Change in principal officers