OUR VISION

The Board is committed to achieving the Group’s vision which is to become one of the nation’s premier manufacturer, supplier and service center of steel products.

Our Mission Statement

Our Values Statement

Choo Bee Group will embrace the following core values:

Integrity : To conduct our business fairly, with honesty and transparency

Excellence : To strive to achieve the highest possible standards in our day-to-day work and in the quality of the goods and services we provide.

Unity : To work cohesively with our colleagues across the Group by fostering teamwork, nurturing talent, and enhancing leadership capability. To build strong relationships with our customers, suppliers and other stakeholders based on tolerance, understanding and mutual cooperation.

Responsibility : To be responsible, accountable and responsive to the country, community and environment in which we work.

Email and Internet Use

The Company adopts the Policy on Office Personal Computers and PC User’s Guide which provide rules and guidance to employees as to appropriate use of the internet, electronic mail, and handling data and information of the Group. All employees are responsible and accountable for knowing these rules and guidelines. Violation of the internet access and usage policy and email messaging policy are considered to be a serious offence and may result in disciplinary action up to and including dismissal.

The Company prohibits using internet email to transmit or exchange confidential and/or material information, except where a secured method is employed. The Company considers internet information and communication to be an extension of the corporate disclosure record. As such, the use of the internet and email is subject to the same disclosure rules and guidelines outlined in our Corporate Disclosure policy on maintaining confidentiality and disseminating corporate information.

Employees are prohibited from participating in internet chat room discussions about the Company’s securities or its business plans and results. Such discussions could expose employees to risks and consequences of inadvertently communicating or contributing to rumours about confidential and/or material information.

Internet Web Site

The Company has an internet website [ https://www.choobee.com ] that contains information about the Company, its products and businesses and other areas of interests to the public and other parties.

The Company’s website also clearly distinguishes a separate “Investor Relations” section containing timely disclosure and material information documents, which include:-

1. Annual Reports;
2. Quarterly Reports;
3. Bursa announcement; and
4. News release.

Supplemental non-material information will be posted on the website, if so decided by the Chief Executive Officer, as soon as practical and upon availability.

The Company recognises the need for maintaining and ensuring the web-based information to be real-time or always up-to-date. Therefore, the Corporate Disclosure Committee has been set-up with an on-going responsibility to ensure that appropriate standards of care are being applied for disclosure of information via this medium.

Information posted in the “Investor Relations” section of the Company’s website can be downloaded via the link provided. All timely disclosure and material information documents will be clearly date identified.

Introduction

The Directors and employees of Choo Bee Metal Industries Berhad and subsidiaries (“Choo Bee Group”) are committed to adhering to the best practice in corporate governance and observing the highest standards of integrity and behaviour in activities which they are involved, including interaction with its customers, suppliers, shareholders, employees and business partners, and within the community and environment in which Choo Bee Group operates.

Choo Bee Group envisages itself as an equal opportunity employer and is committed to:

1. make human resource decisions on the basis of merit with the information available to it, including the possession of skills, experience, qualifications and characteristics relevant to the performance of work;
2. ensure unlawful discrimination does not occur in the workplace or in circumstances arising out of the employment relationship;
3. maintain a workplace free from sexual harassment, unfair discrimination or other offensive conduct; and
4. promote a work environment in which individuals have the opportunity to develop and realise their full potential.

Objective

1. Purpose of the Code
   1. This Code provides ethical and legal guidance to all Personnel in their respective roles in establishing, maintaining and enhancing the reputation and image of Choo Bee Group and ensuring adherence to the standards of integrity and behaviour that Choo Bee Group is committed to.
   2. This Code reflects Choo Bee Group’s values and sets standards for behaviour for all Personnel, irrespective of their job scope or location. This Code is to be read and applied in conjunction with the policies which Choo Bee Group has adopted.
2. Applicability of the Code
   1. This Code applies to all Directors and employees of Choo Bee Group (“Personnel”)
   2. The standards set out in this Code extend beyond normal working hours and apply to all Personnel fulfilling their roles in business engagements of Choo Bee Group, including after normal working hours function and representing official company’s social activities.
   3. All Personnel will be informed that they are obliged to comply with this Code upon their employment with Choo Bee Group.

Principles

1. Fair Dealing
   1. Choo Bee Group is committed to provide an environment in which all Personnel, customers, suppliers and other business partners are treated fairly and equitably.
   2. In appreciation of the continued support from customer, supplier and other business partners, Choo Bee Group acknowledges that modest souvenirs and entertainment are acceptable as part of the normal course of business.
2. Confidentiality and Protection of Company Matters and Documents
   1. It is the obligation of all Personnel to take safe custody to protect Choo Bee Group’sconfidential matters and documents.
3. Conflicts of Interest
   1. All Personnel are to act in the best interests of Choo Bee Group, and must not engage in activities that directly or indirectly involve, or could appear to involve, a conflict between their personal interests and the interests of Choo Bee Group.
   2. Any actual or potential conflicts of interest are to be fully disclosed to appropriate
      management and/or Board of Directors and where such circumstances are permitted by management and/or the Board of Directors to continue, shall not be deemed a breach of this Code.
4. Reporting Non-Compliance
   1. 
      Choo Bee Group has put in place a Whistle Blowing Policy and Anti-Bribery and Corruption Policy for reporting of non-compliance. The Anti-Bribery and Corruption Policy was formalised to comply with the Malaysian Anti-Corruption Commission (“MACC”) Act 2009 (Amendment 2018). These policies are made known to public via Choo Bee’s website.
   2. Whistle Blowing
      All Personnel must immediately report on any unethical behaviour, malpractices, illegal acts or failure to comply with regulatory requirements, either to their Head of Department and if for any reason, it is believed that this is not possible or appropriate, to the Chief Executive Officer (CEO)/Deputy CEO. In case where reporting to the management is a concern, then the report shall be made to the Chairman of Audit and Risk Management Committee. Choo Bee Group views any deterrence in any form or manner against genuine whistle blowing seriously and action will be taken accordingly. The Whistle Blowing Policy has details of the reporting channels’ contacts.
   3. Anti-Bribery and Corruption
      All Personnel must immediately report in accordance with the procedures set out in Anti-Bribery and Corruption Policy when they:
      1. uncover an instance of bribery; or
      2. suspect that a bribe has been, or is in the process of being, paid or received or merely discussed; or
      3. receive or otherwise become aware of information which suggests that a bribe is in the process of being, paid or received or merely discussed.

      Any prohibited act or possible violations of the policy shall be reported to the Compliance Officer, i.e. the Head of Human Resources Department, who will perform initial investigation. Where the matter is deemed potentially serious, it will be promptly reported to the CEO/Deputy CEO and/or Chairman of the Audit and Risk Management Committee. The Board of Directors has overall responsibility for ensuring this policy complies with Choo Bee Group’s legal and ethical obligations.

   4. Compliance with Laws and Regulations
      1. Choo Bee Group’s activities, business environment and products are subject to certain laws, regulations and licensing conditions. Personnel must ensure that they are updated with these laws, regulations and license conditions applicable to their activities and comply with them accordingly.
      2. Choo Bee Group is committed to provide a safe working environment for all Personnel and visitors within our premises in accordance to the Occupational Safety and Health Act 1994. Choo Bee Group has put in place a Safety and Health Policy with list of applicable Occupational Safety Rules and Regulations set out.
      3. Choo Bee Group is committed to provide a work environment which is conducive, safe and free from sexual harassment. Choo Bee Group has put in place a Sexual Harassment Policy and exhibit conspicuously at the place of employment, a poster to raise awareness on sexual harassment in accordance to the Amendments to the Employment Act 1955 (with effect from 1 January 2023) and its Employment (Procedure To Inquire Into Complaints of Sexual Harassment) under subsection 81B(1).
   5. Breach of Contract

      The following non-compliance of the Code shall be deemed a breach of contract of employment:

      1. Fail to faithfully and diligently perform such duties or accept such responsibilities as may from time to time be assigned to the Personnel by Choo Bee Group.
      2. Fail to attempt to the utmost of the Personnel’s ability to promote and advance the
         interests of Choo Bee Group.
      3. Fail to obey and comply with all orders and directions given to the Personnel by Choo Bee Group.
      4. Fail to faithfully observe all the orders, regulations, procedures and practices and arrangements for the time being in force for the management of the Choo Bee Group’s properties, work and business.
      5. Divulge either directly or indirectly to any person or Choo Bee Group’s confidential information which may be acquired during the course of or incidental to the Personnel’s employment in Choo Bee Group concerning the affairs or properties of Choo Bee Group.
      6. Carry on private trade or business personally or in association with other persons in competition with Choo Bee Group, the nature of business or trade being identical, similar or allied to the business or trade of Choo Bee Group in which the Personnel is employed.
      7. Be guilty of any act of misconduct or indiscipline.
      8. Fail to conduct his/her private affairs in a manner befitting the Personnel’s status within Choo Bee Group.
      9. Absent from work for two consecutive working days or more without the prior approval from Choo Bee Group.
      10. Any breach of contract of employment on the above mentioned grounds shall render the Personnel liable for dismissal by Choo Bee Group without notice.

Administration

1. Publication

   This Code shall be available at all appropriate locations within Choo Bee Group.

2. Continual Improvement

   The appropriateness and effectiveness of this Code will be continuously monitored and appropriate agreed improvements will be adopted where necessary.

3. Amendments and Updates
   1. This Code shall be revised as and when the need arises for any amendment or update.
   2. Amendments to this Code must be approved by the Board of Directors.
   3. All amendments and updates must be communicated to the Personnel and complied with accordingly.

Revision No.: 3

Apprroved by the Board : 31 March 2023

INTRODUCTION

This remuneration policy for members of the Board of Directors and Senior Management of the company reflects the interests of the shareholders and the company, taking into consideration any specific matters, including the assignments and the responsibility undertaken. In addition, the remuneration policy helps promote long term goals for
safeguarding the company’s interests.

BOARD REMUNERATION

1. Remuneration is determined with regards to the company’s needs to maintain appropriately experienced and qualified Board members in accordance with competitive pressures of the marketplace
2. The remuneration policy is designed based on the following principles:
   1. to attract and retain Directors.
   2. to motivate Directors to achieve Company’s business objective.
   3. to align the interests of the the Directors with the long term interest of the shareholders.
3. Members of the Board receives a fixed fees, which are approved at the Annual General Meeting and is stated in the annual report. In addition to the fixed fee, Chairman’s of the respective Board Committees as well as Non-Executive Directors are also paid Chairman and meeting allowances respectively for every Board and Board Committee attendance. Such allowances are approved at the Annual General Meeting and is stated in the annual report.
4. The Directors fees and allowances must not place an inappropriate burden on the company’s finances.

REVIEW OF BOARDS’ REMUNERATION

1. The Remuneration Committee may seek independent advice on remuneration of
   Directors and make recommendations to members in relation to any increase in total fees.
2. The remuneration of the Directors are reviewed every 2 years by the Remuneration Committee. In conducting the review, apart from the Management’s input, the assistance of an independent professional advice can be sought to provide the Remuneration Committee with the latest development and up to date information in respect of the remuneration of Directors.
3. All approved reviewsarebe tabled to the shareholders at Annual General Meeting for approval.

SENIOR MANAGEMENT REMUNERATION

1. The Board of Directors believes that a combination of fixed and performance-based pay to the Senior Management helps ensure that the company can attract and retain key employees. Senior Management are employed under employment contracts, and the Board of Directors together with the Management sets the terms within the frames of the contracts.
2. The Remuneration Committee will deliberate with the Management with regards to the appointment of a new Senior Management to the company concerning their remuneration and ensures that the remuneration is in line with the conditions in comparable companies or
   are at market rates.
3. Senior Management receives a competitive remuneration package consisting of the following components:
• Fixed Salary (based on market levels)
• Annual Bonus (based on individual performance as well as the Groups’ performance)
• Benefits-in-kind, e.g. company car, medical &hospitalisation insurance, etc.

REVIEW OF SENIOR MANAGEMENT’s REMUNERATION

1. The remuneration of the Senior Management are reviewed annually by the Remuneration Committee, with inputs and feedback from the Management. The Remuneration Committee ensures that the remuneration given to the Senior Management are fair and commensurate to their level of contributions and are appropriate to attract, retain and motivate them.

REVIEW OF POLICY

1. This policy is reviewed by the Board as and when needed and will be amended as appropriate to reflect the current best practices.

Purpose

The purpose of this policy is to set out the approach to diversity on the Board of Directors (“Board”) and Senior Management of Choo Bee Metal Industries Berhad (“Company”) and its subsidiaries (“the Group”).
The Board is guided by the Principles and Practices as promulgated by the Malaysian Code on Corporate Governance (“MCCG”) 2021 and the Main Market Listing Requirements (“MMLRs”) of Bursa Malaysia Securities Berhad.
Practice 5.5 of the MCCG 2021 recommends that appointment of Board and Senior Management are based on objective criteria, merit and with due regard for diversity in skills, experience, age, cultural background and gender. Additionally, Practices 5.9 and 5.10 of the MCCG 2021 recommends that the Board should establish a policy to support the participation of women on the Board as well as Senior Management. In view of this, the Board is pleased to set out below its approach to the Boardroom and Senior Management diversity through its Nomination Committee (“NC”) which take steps to ensure that women candidates are sought as part of its recruitment exercise.

Boardroom Diversity Policy

Principles

Measures

Gender diversity

1. The Company appreciates the benefits of having gender diversity in the boardroom as a mix-gendered board would offer different viewpoints, ideas and market insights which enable better decision-making and problem-solving to gain competitive advantage in serving an increasingly diverse customer base than the boardroom that dominated by one gender.
2. The Company shall adopt a more accommodating boardroom culture and environment that is free from harassments and discriminations, in order to attract and retain women participation on the Board.
3. The Company’s target is to have at least one (1) female Director on the Board. The Board will actively work towards having at least 30% women Directors in compliance with Practice 5.9 of the MCCG 2021.

Age diversity

1. The Board acknowledges the benefits of having diversity in the boardroom in terms of age demographics, which would create professional environments that are rich with experience and maturity as well as youthful exuberance. The Board with a wide range of age has the advantage of creating a dynamic, multi-generational workforce with a diverse range of skill sets that are beneficial to the Company.
2. The Company does not set any specific target for the boardroom age diversity but will actively work towards having appropriate age diversity in the Board.
3. The Company does not fix age limit for its Directors given that such Directors are normally reputable and experienced and could continue to contribute to the Board in steering the Company.

Ethnic diversity

1. The Board recognises that as today’s world becomes increasingly global in its outlook and as the marketplace becomes increasingly global in nature, ethnic diversity in the boardroom would be encouraged as it provides advantages that can help a company prosper including but not limited to sharing of knowledge in different markets where the Group is operating to enhance the Group’s global presence as well as sharing of viewpoints by Directors from different ethnic background as when a variety of viewpoints are thrown into the problem- solving mix, new and innovative solutions can be reached.
2. The Company does not set any specific target for ethnic diversity in the boardroom but will actively work towards having appropriate ethnic diversity in the Board.

The NC is responsible for ensuring that boardroom diversity objectives are adopted in board recruitment, board performance evaluation and succession planning processes.

Monitoring

Senior Management Diversity Policy

Principles

Measures

1. recruiting from a diverse pool of candidates;
2. reviewing succession plans to ensure an appropriate focus on diversity;
3. identifying specific factors for the recruitment and selection processes to encourage diversity, where potential women candidates are given due consideration based on skills, knowledge, expertise, experience, professionalism and integrity;
4. developing programmes to develop a broader pool of skilled and experienced senior management, including workplace development programs, mentoring programs and targeted training and development;
5. adopting a more accommodating work culture and environment that is free from harassments and discriminations, in order to attract and retain women participation as part of the Senior Management; and
6. any other strategies the Board develops from time to time.

Monitoring

Reporting

Pursuant to the MCCG 2021 and MMLRs on the disclosure of Statement on Corporate Governance in the Annual Report, the Board will disclose its gender diversity policy for the Board and Senior Management and the proportion of women participation at Board level.

Purpose

The purpose of this Fit and Proper Policy for Directors (“FPP” or policy) is to aid Choo Bee Metal Industries Berhad (“the Company” or “CBM”) and its subsidiaries (“the Group”) to comply with paragraph 2.20A of the Main Market Listing Requirements (“MMLRs”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) on Qualification of Directors and Other Key Officers. This policy shall:

1. include the policy on Board of Directors (“Board”) composition having regard to the mix of skills, independence and diversity (including gender diversity) required to meet the needs of Group; and
2. serve as a guide to the Nomination and Remuneration Committee (“NRC”) and the Board in their review and assessment of candidates that are to be appointed onto the Board as well as Directors who are seeking for election or re-election.

Principles

Scope

This policy document specifies:

1. the conditions to be observed in the assessment of appointment, election or re-election of Directors;
2. the minimum factors that need to be considered in assessing whether or not the fit and proper criteria for Directors have been met; and
3. the responsibilities of the Board and NRC in establishing and applying fit and proper policies and procedures.

The fit and proper assessments of appointment, election or re-election of Directors should be performed with the use of a comprehensive Fit and Proper Checklist (Appendix A).

Fit and Proper Criteria, Policies and Procedures

The normal selection criteria for selection of Board members are based on an effective blend of competencies, skills, extensive experience and knowledge to strengthen the Board. However, it is important that the selection of the Board members also takes into consideration the gender, age and ethnicity. The measures on gender diversity, age diversity and ethnic diversity are detailed in the Company’s Diversity Policy for the Board.

Any person to be appointed and re-elected as a Director shall be assessed to have met all the fit and proper criteria based on, at minimum, the factors below relating to:

1. probity, personal integrity and reputation – person should possess personal qualities such as honesty, integrity, diligence, independence of mind and fairness;
2. competency and capability – person should have the necessary skills, experience, ability and commitment to carry out the role;
3. financial integrity – person should manage his debts or financial affairs prudently; and
4. time and commitment – person should be able to devote the necessary time and commitment required.

In assessing a person’s level of probity, integrity and reputation to hold a position of a Director, the NRC should consider the following matters:

1. Probity
1. is compliant with legal obligations, regulatory requirements and professional standards
2. has not been obstructive, misleading or untruthful in dealings with regulatory bodies or a court
2. Personal integrity
1. 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
2. service contract (i.e.in the capacity of management or Director) had not been terminated in the past due to concerns on personal integrity
3. 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
3. Reputation
1. is of good repute in the financial and business community
2. has not been the subject of civil or criminal proceedings or enforcement action, in managing or governing an entity for the past 10 years
3. 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

In assessing a person’s competence and capability, the NRC should consider matters including, but not limited to the following:

1. Whether the person has the appropriate qualification, training, skills, practical experience and commitment to effectively fulfil the role and responsibilities of the position and in the case of directors, having regard to their other commitments.
2. Whether the person has satisfactory past performance or expertise in the nature of the business being conducted.

In assessing a person’s financial integrity, the NRC must consider all relevant factors, including but not limited to the following:

1. Whether the person has been and will be able to fulfil his financial obligations, whether in Malaysia or elsewhere, as and when they fall due.
2. Whether the person has been the subject of a judgment debt which is unsatisfied, either in whole or in part, whether in Malaysia or elsewhere.

The fact that a person may be of limited financial means does not in itself, affect the person’s ability to satisfy the financial integrity criteria.

In assessing a person’s ability to discharge the role having regard to other commitments, the NRC must consider all relevant factors, including but not limited to the following:

1. 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).
2. willingness to devote time and effort to understand the businesses and exemplifies readiness to participate in events outside the boardroom.

1. The Board will adopt the measures on gender diversity, age diversity and ethnic diversity which are detailed in the Company’s Diversity Policy for the Board.
2. The NRC is responsible for ensuring that criteria for fit and proper are adopted for appointment, election or re-election of Board members using the Fit and Proper Checklist.
3. The NRC is responsible to ensure that evaluations of the Board, the Board Committee and individual Directors are performed on a yearly basis using the following forms:
   1. Board Evaluation Form
   2. Committee Evaluation Form
   3. Director Evaluation Form
4. The Board will review this policy where necessary, i.e. when there are changes to the MMLRs and Malaysian Code on Corporate Governance (“MCCG”) or any other regulatory requirements to ensure their relevance and alignment with the organisational needs and structure of the Group.

Failure To Meet Fit And Proper Criteria

Where a person is found to be not fit and proper due to lack of character, diligence, honesty, integrity or judgement, or is found to be misleading on deceptive, the responsible person is required to resign, or their appointment will be terminated immediately.

Monitoring and Review

Publication of this Policy

This policy is published in the Company’s website at www.choobee.com.