Conflict of Interest Policy and Procedures
CONFLICT OF INTEREST POLICY AND PROCEDURES
1. Introduction
This policy outlines the disclosure obligations of each Director with respect to conflict of interest, and the procedures to be followed when a conflict of interest arises or potentially arises to ensure systematic identification, disclosure, and management of conflict of interest in an effective and timely manner.
The objective of this policy aims to ensure that conflict of interest is managed appropriately, promoting transparency, fostering a culture of honesty and accountability, and good governance within the Fund.
2. Definitions
A conflict of interest arises when the interests of an individual (“Individual”), such as a Director interfere or appear to interfere with the interests of the fund. It may also occur when an Individual’s interest makes it difficult to perform his/her roles objectively and effectively. It should be noted that a conflict of interest involving an Individual is not limited to direct financial interest but also include an indirect financial interest, non-financial interest (e.g. arising from relationships whether family, business or professional interests), or competing loyalties or interests.
A potential conflict of interest is a conflict of interest that has not yet materialised but may arise subsequently due to prevailing relationships or interests of an Individual.
A perceived conflict of interest is a conflict which could exist but is not directly tied to any Individual.
Interest in competing business refers to direct or indirect financial interest, non-financial interest (e.g. arising from relationships whether family, business or professional interests), or competing loyalties or interests in a business that competes with the Fund.
Transactional conflict of interest refers to the conflict of interest which arises from a particular transaction, contract or proposed contract. It is usually a one-off conflict of interest and does not extend beyond the transaction.
Positional conflict of interest refers to a conflict of interest which arises from the position or office of the Director. It is a pro-longed conflict of interest scenario and is not limited to any particular transaction. A positional conflict of interest may sometimes be referred to as a conflict of roles.
3. Scope
This policy applies to all Directors. It covers conflict of interest that may arise between their personal interests and the interests of the fund. The personal interests shall include but not limited to the interests of family member, i.e. spouse, parent, child (including adopted child or step-child), or siblings, spouse of child or siblings of the Director or any company, corporation owned or controlled by them in which they have substantial personal interest.
4. Circumstances which constitute or may give rise to conflict of interest
A conflict of interest may be actual, potential or perceived and may be financial or non-financial interests arising from relationships (family, business, or professional), or competing loyalties or interests.
Conflict of interest situations may take many forms. Directors should be vigilant in identifying situations that may give rise to a conflict of interest.
Examples of situations (non-exhaustive) where a conflict of interest could arise are as follows:
- Where a Director is interested in a contract or proposed contract with the Fund.
- Where a Director holds another office or possesses any property where duties or interests are created which may conflict with his duties and interest as a Director.
- Where a Director uses the Fund’s property, information, position or resources for personal gain.
- Where a Director takes advantage of any opportunity which may be given to the Fund.
- Channelling benefits or resources meant for the Fund to a company in which the Director has an interest in.
- Disclosing trade secrets to competitors when the Director has an interest in such competitors.
- Leveraging the Fund’s business plans for personal gain through private companies.
- Involvement in a business that competes with products or services offered by the Fund.
- Holding offices or directorships in companies that compete with the Fund.
5. Disclosure of Conflict of Interest
- Any Director who becomes aware of a conflict of interest must promptly disclose the nature and extent of the conflict to the Corporate Secretarial Department.
- Disclosure should occur as soon as practicable after the relevant facts have come to the knowledge of the individual and should be reported on a quarterly basis, including at all board and the Audit Committee meetings by the Corporate Secretarial Department.
- The disclosure should include all relevant details, such as the nature and extent of interest (including interest in any competing business with the Fund), the relationship or transaction involved and the potential impact on the Fund using the prescribed standard forms.
- If a Director is in doubt whether he/she has a conflict of interest, he/she should seek advice from the Company Secretaries.
6. Management of Conflict of Interest
- The Audit Committee shall review and report any conflict of interest situations to the Board, along with the measures taken to resolve, eliminate, or mitigate such conflicts. These disclosures should be included in the Audit Committee Report.
- The Audit Committee’s review and disclosure must cover conflict of interest situations that arose or may arise during the financial year, as well as persisting conflict of interest from previous financial years.
- The Board may determine appropriate measures to address conflict of interest, including but not limited to the following:
| (i) | Requiring prompt and periodic declaration of conflict of interest by the Director, including at board meetings and on a regular basis. |
|---|---|
| (ii) | Restricting the participation of the Director with conflict of interest in relevant board, committee or general meetings, requiring them to abstain or recuse themselves from deliberation and voting on matters related to the conflicts. |
| (iii) | Conducting an assessment of conflict of interest during annual performance appraisal and before new appointments. |
| (iv) | Executing non-disclosure or confidentiality agreements, where applicable, to protect confidential and proprietary information or trade secrets. |
| (v) | Restricting the Director from participating in businesses that compete with the Fund. |
| (vi) | In cases where conflict of interest significantly affects the performance of Director, requiring them to divest the conflicting interest or consider resigning from the Fund. Taking into the account the significance of the conflict of interest and potential ramifications of a failure to handle the conflict properly, Directors should consider whether to inform the Board not to send them board papers relating to the resolution. |
- In determining the appropriate measures to address conflict of interest, the Board may consider the following 3-step approach:
- Firstly, to determine whether the conflict of interest in question is a Transactional conflict of interest or Positional conflict of interest;
- Next, evaluate and analyses the measures available to resolve the conflict of interest; and
- Finally, determine the final measures that are appropriate to address the conflict of interest in question.
Recommended Guiding Notes:
In a Transactional conflict of interest situation:
- Generally, would not result in a Director having to resign from his/her position as there are other measures to resolve the conflict of interest.
- As an example, the conflict of interest may be resolved by simply requiring the interested Director to disclose his/her interest in the transaction and refrain from participating in the relevant board meeting and/or process of evaluating or executing the transaction.
- In other words, the interested Director should abstain or recuse themselves from deliberation and voting on matters relating to the said transactional conflict of interest.
Recommended Guiding Notes:
In a Positional conflict of interest situation:
- Generally, may be seen as an extreme circumstance which warrants the Director to consider whether to resign from his/her office as there is unlikely any other measures that can be adopted to resolve the conflict of interest here.
- However, distinction should be drawn here between a Director holding office in a counterparty which has dealings with the Company and a Director holding office in another company which directly competes with the Company.
- The former would not require the Director to resign from his/her office as although by virtue of his/her position, there appears to a conflict of interest, such should be seen as having an interest in the dealings with the Company (i.e. a transactional conflict of interest) and strictly speaking, not a positional conflict of interest.
- The latter would be a positional conflict of interest because when the Director is holding office in another company which directly competes with the Fund, that Director would not be able to act in the best interest of both companies and it would be extremely difficult for that Director to objectively and effectively perform his role as a director of the Company without having regard of the interests of the competing company. As such, it would not be sufficient for the Director to refrain from participating in the relevant board meeting and abstain or recuse himself/herself because practically, he/she may be required to recuse himself from most if not all of the meetings due to his/her interest in the competing company.
7. Records Maintenance
- The Company Secretaries shall be responsible to record all conflict of interest disclosures by the interested Director, in the minutes of meeting of the Board or in the board circular resolution as the case may be.
- These records shall be made available for inspection by auditors or other regulatory authorities upon request.
8. Periodic Review
This policy shall be reviewed at least once in every three (3) or as and when necessary, by the Board.
9. Breach of Policy
Failure to disclose a conflict of interest, provide complete and accurate information on the conflict or appropriately manage the conflict is a breach of amongst others, this Policy, Listing Requirements of Bursa Malaysia Securities Berhad, the Companies Act 2016, and could result in amongst others, disciplinary action being taken by the Fund.
Updated by Board on: 23 July 2026