Corporate Governance

BOARD TERMS OF REFERENCE FOR PHILLIP MUTUAL BERHAD

The Board of Directors is responsible to provide guidance on the overall strategic direction and provide oversight on the business operations and management of the funds.

The responsibilties of the Board of Directors are set out in its Terms of Reference and they are to be carried out honestly, fairly and diligently, in accordance with the applicable laws and regulations.

The Board of Directors has delegated the day-to-day business affairs and administration to the  Executive Directors and Management team.

Composition and Structure of Board

The Company’s Memorandum & Articles of Association (M&A) provide for number of directors to be between two (2) and seven (7).  The Board comprises of six members and an alternate director, including two (2) or 1/3 of independent directors.  The Board also consists of two (2) or 33% of women directors, in accordance with the Guidelines on Corporate Governance for Capital Market Intermediaries.

The Board members include:

1. Berbahagia Datin Hajjah Nona Binti Salleh – (Chairperson)
2. Mohd Fadzli Bin Mohd Anas (CEO)
3. Berbahagia Prof.Tan Sri Dato’ (Dr.) Ir. Jamilus Bin Md Hussein (Independent Director)
4. Berbahagia Datuk Ir. Hamzah bin Hasan (Independent Director)
5. Lim Wen Sheong (Non-Independent Director)
6. Ma Jie (Non-Independent Director)
7. Jeffrey Lee Chay Khiong (Alternate Director)

The quorum of Board meeting is three (3) members including one (1) independent board member presents in person.

CODE OF BUSINESS CONDUCT & ETHICS

Phillip Mutual Berhad is committed to acting in the highest standards ethically, professionally and responsibly in all areas of its business practices.

As a capital market intermediary which operates its business in a highly regulated industry and is governed mainly by Securities Commission Malaysia (“SC”) and Federation of Investment Managers Malaysia (“FIMM”), we are committed to conduct our business in the following manners:-

• with honesty, fairness and integrity;
• with professional due care, skill and diligence and with high professionalism;
• act in the interest of its clients and not jeopardising or prejudice clients’ interests;
• act with professional competence to organise and control our business affairs responsibly and effectively, with adequate risk management and supervisory system;
• with adequate financial, human and other resources which are commensurate with our business;
• managing or mitigating any actual or potential conflicts of interest that may affect our clients’ interest and make sure that it is fairly managed between us and our employees and clients, and between a client and another clients;
• with proper safeguards in place to protect clients’ assets and confidential information at all times and never make improper use of clients’ assets. We observe and protect investors’ personal and financial information at all times in accordance with the Personal Data Protection Act (PDPA) foundation principles;
• with adequate policies and procedures in place that ensure a sound compliance framework which safeguards clients’ interests; and,
• which promotes open and effective communication; by providing fair, accurate, timely and adequate information to clients and regulators at all times.

If something permitted in our Code violates the law, we must follow law.

DIRECTORS & SENIOR MANAGERS’ REMUNERATION POLICY

Directors and senior managers’ remunerations are linked to the strategic objectives of the Company, performance of the Company and rewardsthose who contribute to the long term sustainability of the Company.

The remuneration policy is in line with the policy as set out by PhillipCapital Group’s headquarters. The Company will make payments within the limits that have been approved by PhillipCapitalGroup’s Chairman in consultation with the Head, Human Capital (Singapore)

The remunerations are determined after having considered the following elements:

1. Purpose: how it supports the Company’s short and long term strategic objectives;
2. Opportunity: maximum potential value;
3. Performance Bonus metrics – annual Company performance is evaluated during the annual meetings with the Group Chairman and Head, Human Capital (Singapore). In general, the remunerations are based on an agreed percentage and after taking into account other considerations such as group profit and AUM growth;
4. Changes to policy: In general, the Company’s policies reflects the policies as advised/imposed by the Head Office in Singapore and/or as required by the relevant Malaysian laws and regulations; and,
5. Fees of the independent non-executive directors are fixed on per sitting basis.

CORPORATE ETHOS

“To be the best we can be”

Man, being created in God’s image, is endowed with distinct gifts and talents in varying measure.  Our high view of man demands that our organisation prevails upon each person to develop himself to his fullest potential by availing opportunities in training, service and responsibility.  In the process of achieving our corporate goals, we will put evey effort towards the complementation of individual gifts and talents such that the composite whole is greater that the sum total of its individual parts.

CORPORATE CODE OF PRINCIPLES

1. Man is created in God’s image and therefore has tremendous potential.
2. We prevail upon man to develop his gifts by providing opportunities in training, service and responsibilities
3. We uphold integrity in conduct. Honesty is telling the truth; Integrity is fulfilling the truth.
4. We believe in the process of deferred gratification that rewards come only after performance. A work well done brings intrinsic satisfaction.
5. We prefer to build businesses rather than trade and therefore would go for the long haul.
6. We see ourselves as stewards to one another, to our families, to our community and to our environment.
7. We are our brothers’ keepers.
8. We will play only positive sum games.

GROUP ANTI-BRIBERY & CORRUPTION POLICY

We adopt zero-tolerance approach to bribery and corruption and committed to acting professionally, fairly and with integrity in all our business relationship.  Our Anti-Bribery & Corruption policy is consistent with the Malaysian Anti-Corruption Commission Act 2009 (Act 694) and Guidelines on Adequate Proceures.  In addition, our internal policy on Gift and Entertainment provides guidance about what constitutes a bribe/corruption and prohibits giving or receiving any excessive or improper gifts and hospitality.

Any policy breaches can lead to dismissal and termination of business relationships.