Corporate Good Governance Scorecard

A Rights of Shareholders Source/Location YES/NO Point
A.1 Basic Shareholder Rights
A.1.1 Does the company pay(interim and final/annual dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being declared for interim dividends and approved by annual general assembly meeting(AGM) for final dividends? Dividends Announcement YES 0

 

A.2 Right to participate in decisions concerning fundamental corporate changes.
A.2.1 Amendments to the company’s constitution? 40th CLIMBS GA Pages 2-9
General Assembly Minutes

Annual Report/ Website/ Articles of Association
YES 0
A.2.2 The authorization of additional shares? YES 0
A.2.3 The transfer of all or substantially all assets, which in effect results in the sale of the company? YES 0
A.3 Right to participate effectively in and vote in general shareholder meetings and should be informed to the rules, including voting procedures, thate govern general shareholder meetings Election Guidelines
40th GA Minutes page 4
YES 0
A.3.1 Do shareholders have the opportunity, evidence by an agenda item, to approve remuneration (Fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/ commissioners? Announcement of AGM/ Articles of Association/
Annual Report/ Website.
40th CLIMBS AGM Minutes
YES 0
A.3.2 Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/ commissioners? Annual Report/ Website/ Articles of Association.
By Laws
YES 0
A.3.3 Does the company disclose the voting and vote tabulation procedures used, declaring booth before the meeting proceeds? Minutes of AGM/ Result announcement of AGM/ Articles of Association/
Annual Report/ Website.
YES 0
A.3.4
Page
1-2 GA
Minutes
Does the company disclose the voting and vote tabulation procedures used, declaring booth before the meeting proceeds? Minutes of AGM/ Result announcement of AGM/ Articles of Association/
Annual Report/ Website.
YES 0
A.3.5 Do the minutes of the most recent AGM record that there was an opportunity allowing for shareholders to ask questions or raise issues? Page 1Page 1

Page 1-2,4,7,8-10

9-10

AGM Minutes/
Summary of Minutes

YES 0
A.3.6 Do the minutes of the most recent AGM record questions and answers? YES 0
A.3.7 Do the disclosure of the outcome of the most recent AGM include resolution(s)? YES 0
A.3.8 Does the company disclose the voting results including approving, dissenting and abstaining votes for each agenda item for the most recent AGM? YES 0
A.3.9 Does the company disclose the list of board members who attended the most recent AGM? YES 0
A.3.10 Did the chairman of the board of directors/ commissionerse attend the most recent AGM? YES 0
A.3.11 Did the CEO/ Manageging Director/President attend the most recent AGM? YES 0
A.3.12 Did the chairman of the Audit Committee attend the most recent AGM? YES 0
A.3.13
Front
page
Did the company organise their most recent AGM in an easy to reach location? Notice of AGM/ Website.
Invitations
YES 0
A.3.14 Does the company allow for voting in absentia? AGM Announcement
AGM Minutes
Articles of Association
YES 0
A.3.15 Did the company vote by poll(as opposed to by show of hands) for all resolutions at the most recent AGM? AGM Minutes
Sec.27-25
YES 0
A.3.16
Sec.26
Does the company disclose that it has appointed an Independent party (scrutineers/inspectors) to count and /or validate the vote at the AGM? AGM Minutes
Transitory Provision
YES 0
A.3.17
Pg.9-10
Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM for all resolutions? Company announcement/ Website, Minutes YES 0
A.3.18 Do companies provide at least 21 days notice of all resolutions? Company announcements/ Articles of Association/
Annual Report/ Website
memorandum
YES 0
A.3.19 Does the company provide the rational and explanation for each agenda item which require shareholders’ approval in the notice of AGM/ circulars and/ or the accompanying statement Company announcements/ Articles of Association/
Annual Report/ Website
YES 0

 

A.4 Markets for corporate control should be allowed to function in an effifient and transparent manner.
A.4.1 In case of mergers, acquisitions and/or takeovers, does the board of directors/ commissioners of the offeree company appoint an independent party to evaluate the fairness of the transaction price? Merger announcement/ Company Report on the merger.
Annual Report
YES 0

 

A.5 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated?
A.5.1 Does the company publicly disclose policies to encourage shareholders including institutional shareholders to attend the AGM? Annual Report/ Website. AGM Notice/ Invitation YES 0
A.5.2 Is the share ownership by institutional investors, other than controlling shareholders, greater than 5%? Annual Report/ Website. Marketing Report/
Other Matters
YES 0
B Equitable Treatment of Shareholders Source/Location YES/NO Point
B.1 Shares and voting rights
B.1.1
Pg.3-4
Do the company’s ordinary or common shares have one vote for one share? Election Guidelines YES 0
B.1.2 Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares(e.g. through the company website/ reports/ the stock exchange/ the regulator’s website)? YES 0

 

B.2 Notice of AGM
B.2.1 Do the company’s ordinary or common shares have one vote for one share? Election Guidelines YES 0
B.2.2 Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares(e.g. through the company website/ reports/ the stock exchange/ the regulator’s website)? YES 0
Does the notice of AGM/ circulars have the following details:
B.2.3 Are the profiles of directors/ commissioners (at least age, qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/ re-election included? Election Guidelines
Front Page #2
Yes 0
B.2.4 Are the auditors seeking appointment/ re-appointment clearly Identified? 40th CLIMBS AGM Minutes Yes 0
B.2.5 Has an explanation of the dividend policy been provided? 2nd EXECOM Meeting
Committee Resolution #8
Yes 0
B.2.6
P-10
Is the amount payable for final dividends disclosed? Pg.6 Reserves
Annual Report
Yes 0
B.2.7 Documents require to be proxy/ were the proxy documents made easily available? Yes 0

 

B.3 Insider trading and abusive self-dealing should be prohibited.
B.3.1 Does the company have policies and/or rules prohibiting directors/ commissioners and employees to benefit from knowledge which is not generally available to the market? Election Guidlines YES 0
B.3.2 Are the directors and commissioners required to report their dealings in company shares within 3 business days? By Laws
Page 17-18
YES 0

 

B.4 Related party transactions by directors and key executives.
B.4.1
Pg.5
Are directors and commissioners required to disclose their interest in transactions and any other conflicts of interest? Board Protocol YES 0
B.4.2
Comm
Does the company have a policy requiring a committee of independent directors/ commissioners to review material/ significant RPTs to determine whether they are in the best interest of the company? YES 0
B.4.3
Comm
Does the company have a policy requiring board members(directors/ commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? YES 0
B.4.4
Comm
Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm’s length basis and at market rates. YES 0

 

B.5 Protecting minority shareholders from abusive actions
B.5.1 Were there any RPTs that can be classified as financial assistance to entitles other than wholly-owned subsidiary companies? YES 0
B.2.2 Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms’ length? YES 0
C Role of Stakeholders Source/Location YES/NO Point
C.1 The rights of stakeholders that are established by law
Does the company disclose a policy that:
C.1.1
P-2
Stipultates the existence and scope of the company’s efforts to address customers’ health and safety? 40th AGM Minutes/ By laws

 

40th AGM Minutes

 

 

YES 0
C.1.2 Explains supplier/ contractor selection practice? YES 0
C.1.3
P-2
Describes the company’s effort to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? YES 0
C.1.4 Elaborates the company’s effots to interact with the communities in which they operate? YES 0
C.1.5 Directs the company’s anti-corruption programmes and procedures? YES 0
C.1.6
P-2
Describes how creditors’ rights are safeguarded? 40th AGM Minutes YES 0

 

Does the company disclose the activities that it has undertaken to implement the above mentioned policies?
C.1.7 Customer health and safety Minutes/ By laws

Website
Website

YES 0
C.1.8 Supplier/Contractor selection and criteria YES 0
C.1.9 Environmentally-friendly value chain YES 0
C.1.10 Interaction with the communities YES 0
C.1.11 Anti-corruption programmes and procedures YES 0
C.1.12 Creditors’ right YES 0
C.1.13
P.44-45
Does the company have a separate corporate responsibility (CR) report/ section or sustainability report/section? Annual Report YES 0

 

C.2 Where stakeholder interests are protected by law, stakeholders should have the oppurtunity to obtain effective redress for violation of their rights.
C.2.1 Does the company contact details via the company’s website or Annual Report which stakeholders (e.g. customers, suppliers, general publilc, etc.) can use to voice their concerns and/or complaints for possible violation of their rights? Website
Annual Report
(last page)
YES 0

 

C.3 Performance-enhancing mechanism for employee participation should be permitted to develop.
C.3.1 Does the company explicitly disclose the health, safety and welfare policy for its employees 40th CLIMBS AGM Minutes
(P-2), By Laws
YES 0
C.3.2
P-23
Does the company publish data relating to health, safety and welfare of its employee Annual Report YES 0
C.3.3
P-1
Does the company have training and development programmes for its employees? By – Laws YES 0
C.3.4 Does the company publish data on training and development programmes for its employees? CLIMBS Journal YES 0
C.3.5 Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures? 0
D Disclosure and Transparency Source/Location YES/NO Point
D.1 Transparent ownership structure
D.1.1 Does the information on shareholdings reveal the identity of beneficial owners, holding 5 % shareholding or more? Annual Report YES 0
D.1.2 Does the company disclose the direct and indirect(deemed) shareholdings of major and/or substatial shareholders? YES 0
D.1.3 Does the company disclose the direct and indirect(deemed) shareholdings of directors(commissioners)? YES 0
D.1.4 Does the company disclose the direct and indirect(deemed) shareholdings of senior management? YES 0
D.1.5
P-2
Does the company disclose details of the subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/(SPVs)? 2nd Execom Meeting Minutes
Annual Report
YES 0

 

D.2 Quality of Annual Report
Does the company’s annual report disclose the following terms:
D.2.1
P-6
Key risks Annual Report YES 0
D.2.2 Corporate objectives YES 0
D.2.3
P-13
Financial performance indicators YES 0
D.2.4
P-13
Non-financial performance indicators YES 0
D.2.5
#10
Divident Policy YES 0
D.2.6 Details of whistle-blowing policy 0
D.2.7
P-5
Biographical details(at least age, qualification, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners Board Protocol
Annual Report
YES 0
D.2.8
P-46
Training and/or continuing education programme attended by each directors/commissioner Annual Report YES 0
D.2.9
P-6
Number of board of directors/commissioners meetings held during the year Annual Report
Board Protocol
YES 0
D.2.10 Attendance details of each director/commissioner in respect of meetings held Annual Report Minutes YES 0
D.2.11 Details of remuneration of CEO and each member of the board of directors/commissioners Annual Report YES 0
Corporate Governance Confirmation Statement
D.2.12 Does the Annual Report contain a statement confirming the company’s full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue? Annual Report YES 0

 

D.3 Disclosure of related party transaction(RPT)
D.3.1 Does the company disclose its policy covering the review and approval of material/ significant RPT? Annual Report Yes 0
D.3.2 Does the company disclose the name of the relateed party and relationship for each material/significant RPT? Yes 0
D.3.3 Does the company disclose the nature and value for each material/significant RPT? Yes 0

 

D.4 Directors and commissioners dealings in shares of the company
D.4.1 Does the company disclose trading in the company’s shares by insiders? Not Practice in Coops No 0

 

D.5 External Auditor and Auditor Report
D.5.1 Are audit fees disclosed? Annual Report Yes 0
Where the same audit firm is engaged for both audit and non-audit services? Audit Services Only No 0
D.5.2 Are the non-audit fees disclosed Annual Report N/A 0
D.5.2 Does the non-audit fees exceed the audit fees? N/A 0

 

D.6 Medium of Communications
Does the company use the following modes of communications? Announcement / Website Yes 0
D.6.1 Quarterly Reporting Announcement / Website
Board Meetings
Yes 0
D.6.2 Company Website Website(Main Page) Yes 0
D.6.3 Analyst’s briefing Annual Report/ Announcement/ Website Yes 0
D.6.4 Media Briefings/ Press Conference Annual Report/ Announcement / Website
Journal
Yes 0

 

D.7 Timely filing/ release of annual/financial reports
D.7.1
P-3
Is the audited annual financial report release within 120 days from the financial year end? 40th CLIMBS AGM Minutes Yes 0
D.7.2 Is the audited annual financial report released within 90 days from the financial year end? Announcement Yes 0
D.7.3 Is the audited annual financial report released within 60 days from the financial year end? Announcement Yes 0
D.7.2 Is the true and fairness/ fair representation of the annual financial statement/ reports affirmed by the board of directors/ commissioners and/or the relevant officers of the company? Annual Report Yes 0

 

D.8 Comapny Website
Does the company have a website disclosing up-to-date information on the followong:
D.8.1 Business Operations Products for Life
Products for Nonlife
Yes 0
D.8.2 Financial Statements/ reports (current & prior years) Financial Highlights
Annual Report
Yes 0
D.8.3 Materials provided in briefings to analyst & media Company Website Yes 0
D.8.4 Shareholding structure Company Website Yes 0
D.8.5 Group corporate structure Company Website Yes 0
D.8.6 Downloadable Annual Report Annual Report Yes 0
D.8.7 Notice of AGM and/or EGM Company Website Yes 0
D.8.8 Company’s constitution(company’s by-laws, memorandum and articles of association) Company Website Yes 0
D.8.9 All of the above (D.8.3 to D.8.8) are available on English Company Website Yes 0

 

D.9 Investor Relations
D.9.1 Does the company disclose the contact details (e.g telephone, fax and emails) of the officer responsible for Investor relations Annual Report/ Contacts Yes 0
E Responsibilities of the Board Source/Location YES/NO Point
E.2 Codes of ethics or conduct
E.2.1 Does the company have a code of ethics and conduct? Board Protocol Yes No
E.2.2 Are the details of the code of ethics or conduct disclosed? Yes No
E.2.3 Does the company disclose that all directors/ commissioners, senior management and employees are required to comply with the code Yes No
E.2.4 Does the company disclose how it implements and monitor compliance with the code of ethics or conduct? Yes No

 

E.3 Corporate Vision/Mission
E.3.1
P-6
Does the board of directors/commissioners periodically review and approve the vision & mission? Annual Report Yes 0

 

E.4 Board Structure & Composition
E.4.1 Does the board of directors/commissioners comprise at least five members and nore more than 12 members? (i.e., between 5-12 members) Board of Directors Yes 0
E.4.2 Do independent, non-executive directors/commissioners number at least three and make up more than 50% of the board of directors/commissioners? List of BOD Yes 0
E.4.3 Does the conmpany provide a definition of independence in Annual Report Annual Report Yes 0
E.4.4 Are the independent directors/commissioners independent of management and major/substantial shareholders? By-laws(P-11) Yes 0
E.4.5 Does the company have a term limot of nine years or less for its independent directors/commissioners? By-laws(P-8) Yes 0
E.4.6 Has the company set a limit of five board seats in publicly-listed companies that an individual director/commissioner may hold simultaneously? 40th CLIMBS AGM
B.3 #272
Yes 0
E.4.7 Does the company have any independent directors/commissioners who serve on more than five boards of publicly-listed companies? 0

 

E.5 Skills & Competencies
E.5.1 Does at least one non-executive director/commissioner have prior working experience in the major industry the company is operating in? Board Protocol
Qualifications
Yes 0
E.5.2 Does the company disclose a board of directors/commissioners diversity policy? Board Protocol
By-Laws(P-8)
Yes 0

 

E.6 Board Chairman
E.6.1 Do different persons assume the roles of chairman and CEO? Annual Report (P2-3) Yes 0
E.6.2 Is the chairman a non-executive director/commissioner? Yes 0
E.6.3 Is the chairman an independent director/commissioner No 0
E.6.4 Is the chairman the current or immediate past CEO? Yes 0
E.6.5 Are the role and responsibilities of the chairman disclosed? By-Laws (P-10 Yes 0

 

E.7 Board meetings and attendance
E.7.1 Are the board of directors/commissioners meetings scheduled before or at the beginnning of the year? Board Protocol (P-6) Yes 0
E.7.2 Does the board of directors/commissioners meet at least six times per year? Yes 0
E.7.3 Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? Yes 0
E.7.4 Does the company require a minimum quorum of at least 2/3 for board decisions? Yes 0
E.7.5 Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? Yes 0

 

E.8 Orientation Programme for New Directors
E.8.1 Does the company have orientation programmes for new directors/commissioners? Board Protocol (P-9) Yes 0

 

E.9 Director Training
E.9.1 Does the company have a policy that encourages directors/ commissioners to attend on-going or continuous professional education programmes Board Protocol (P-9) Yes 0

 

E.10 Access to Information
E.10.1 Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting? By -Laws (P-7) Yes 0
E.10.2 Does the company secretary play a significant role in supporting the board in discharging its responsibilities? Yes 0
E.10.3 Is the company secretary trained in legal, accountancy or company secretarial practices? By -Laws (P-16) Yes 0

 

E.11 Nominating Committee
E.11.1 Does the company have a Nominating Committee(NC)? Annual Report/ List of BOD Yes 0
E.11.2 Does the Nominating Committee comprise of a majority of Independent directors/commissioners? No 0
E.11.3 Is the chairman of the Nominating Committee an Independent director/commissioner? No 0
E.11.4 Does the company disclose the terms of reference/ governance structure/ charter of the Nominating Committee? By-Laws (P-13) Yes 0
E.11.5 Does the Annual Report disclose the number of Nominating Committee meetings held? No 0
E.11.6 Did the Nominating Committee meet at least twice during the year? Board Protocol Yes 0
E1.11.7 Is the attendance of members at Nominating Committee meetings disclosed? Minutes Frontpage Yes 0

 

E.12 Board Appointments and Re-Election
E.12.1 Does the company disclose the criteria used in selecting new directors/commissioners? Board Protocol (P-5) Yes 0
E.12.2 Does the company disclose the process followed in appointing new directors/commissioners? Election Guidelines Yes 0
E.12.3 Are all the directors/commissioners subject to re-election at least once every three years? Yes 0

 

E.13 CEO/Executive Management Appointments and Performance
E.13.1 Does the company disclose how the board of directors/commissioners plans for the succession of the CEO/Manageing Director/President and key management Board Protocol (P-10)
Annual Report (P 6-8)
Yes 0
E.13.2 Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? Yes 0

 

E.14 Board Appraisal
E.14.1 Is an annual performance assessment conducted of the board of directors/commissioners? Yes 0
E.14.2 Does the company disclose the process followed in conducting the board assessment? Board Protocol Yes 0
E.14.3 Does the company disclose the criteria used in the board assessment Board Protocol (P-10) Yes 0

 

E.15 Director Appraisal
E.15.1 Is an annual performance assessment conducted of individual director/ commissioner? Board Protocol (P-10) Yes 0
E.15.2 Does the company disclose the process followed in conducting the director/commissioner assessmentt? Yes 0
E.15.3 Does the company disclose the criteria used in the director/ commissioner assessment? Yes 0

 

E.16 Committee Appraisal
E.16.1 Is an annual performance assessment conducted of the board of directors/commissioners committees? Yes 0

 

E.17 Remuneration Committee/ Compensation Committee
E.17.1 Does the company have a Remuneration Committee? 40th CLIMBS AGM Minutes
(Sec.38)
Yes 0
E.17.2 Does the Remuneration Committee comprise of a majority of independent directors/commissioners? Yes 0
E.17.3 Is the chairman of the Remuneration Committee an Independent direction/commissioner? Yes 0
E.17.4 Does the company disclose the term of reference/ governance structure/ charter of the Remuneration Committee? 40th CLIMBS AGM Minutes
(#486)
Yes 0
E.17.5 Does the Annual Report disclose the number of Remuneration Commitee meetings held? 40th CLIMBS AGM Minutes
(#489)
Yes 0
E.17.6 Does the Remuneration Committee meet at least twice during the year? 40th CLIMBS AGM Minutes
(#476-477)
Yes 0
E.17.7 Is the attendance of members at Remuneration Committee meetings disclosed? Execom Meeting Minutes (P-1) Yes 0

 

E.18 Remuneration Matters
E.18.1 Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO? 40th CLIMBS AGM Minutes
(#484)
Yes 0
E.18.2 Is there disclosure of the fee structure for non-executive directors/ commissioners? Yes 0
E.18.3 Do the shareholders or the board of Directors approve the remuneration of the executive directors and/or the senior executives 0
E.18.4 Do Independent non-executive directors/commissioners receive options, performance shares or bonuses? 0

 

E.19 Audit Committee
E.19.1 Does the company have an Audit Committee? Board Protocol
Committees
Yes 0
E.19.2 Does the Audit Committee comprise entirely of non-executive directors/ commissioners with a majority of independent directors/ commissioners? Annual Report (P.11-12) Yes 0
E.19.3 Is the chairman of the Audit Committee an independent director/ commissioner? Yes 0
E.19.4 Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? Yes 0
E.19.5 Does the Annual Report disclose the profile or qualification of the Audit Committee members? Annual Report
Auditor Responsibility
Yes 0
E.19.6 Does at least one of the Independent directors/commissioners of the commmittee have accounting expertise (accounting qualification or experience)? 40th CLIMBS AGM Minutes
Independent Directors #2
Yes 0
E.19.7 Does the Annual Report disclose the number of Audit Committee meetings held? Election Guidelines
P.3-4 Letter “B”
Yes 0
E.19.8 Dis the Audit Committee meet at least four times during the year? Board Protocol (P-7) Yes 0
E.19.9 Is the attendance of members at Audit Committee meetings disclosed? Execom Meeting Minutes Yes 0
E.19.10 Does the Audit Committee have primary responsibility for recommendation on the appointment, re-aapointment and removal of the external auditor? By Laws (P-15) Yes 0

 

E.20 Internal Audit
E.20.1 Does the company have a separate internal audit function? By Laws (P-14) Yes 0
E.20.2 Is the head of Internal audit identified or, if outsourced, is the name of the external firm disclosed Yes 0
E.20.3 Does the appointment and removal of the Internal auditor require the approval of the Audit Committee By Laws (P-14) Yes 0

 

E.21 Risk Oversight
E.21.1 Does the company disclose the internal control procedures/risk management system it has in place Anual Report (P-6) Yes 0
E.21.2 Does the Annual Report disclose that the board of directors/commisisoners has conducted a review of the company’s material controls) and risk management systems? Annual Report Yes 0
E.21.3 Does the company disclose how key risks are managed? Anual Report (P-6) Yes 0
Level 2 Penalty Source/Location YES/NO Point
A Rights of Shareholders

 

A.1 Basic shareholder rights
A.1.1(P) Did the company fail or neglect to offer equal treatment for share repurchases to all shareholders? Repurchase Notice
Announcement
Annual Report
No 0
A.2 Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse. Yes
A.2.1(P) Is there evidence of barriers that prevent shareholders from communicating or consulting with other shareholders? Annual Report
Company Website
No 0
A.3 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting. 40th AGA Minutes
Page 3
Yes 0
A.3.1(P) Did the company include any additional and unannounced agenda item into the notice of AGM/EGM? Minutes of meeting
Meeting results notice
0
A.4 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.
Dis the company fall to disclose the existence of:
A.4.1(P) Shareholders agreement? Annual Report/Website
Article of association
Announcements/Media
By-Laws
No 0
A.4.2(P) Voting cap? No 0
A.4.3(P) Multiple voting rights? No 0
A.4.5 Capital structure and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.
A.5.1(P) Is a pyramid ownership structure and/ or cross holding structure apparent? To check for the existence of pyramid & cross holding structure(s): Disclosure in Annual Report/Website. It may be directly reported by the company or it may be disclosed in the form of Group Structure that reveals the ownership of the controlling shareholders(s) in companies belonging to the group. Other sources: Check on ownership structures of chains of entities that directly/ indirectly owns the listed company. Yes 0
Level 2 Penalty Source/Location YES/NO Point
B Equitable treatment of shareholders

 

B.1 Insider trading and abusice self-dealing should be prohibited.
B.1.1(P) Has there been any conviction of insider trading involving directors/ commissioners, management and employees in the past three years? Annual Report/Website
Announcement/Media
No 0

 

B.2 Protecting minority shareholders from abusive action
B.2.1(P) Has there been any case of non compliance with the laws, rules and regulations pertaining to significant or material related party transactions in the past three years? Annual Report/Website
Announcement/Media
No 0

 

B.1 Insider trading and abusice self-dealing should be prohibited.
B.1.1(P) Has there been any conviction of insider trading involving directors/ commissioners, management and employees in the past three years? Annual Report/Website
Announcement/Media
No 0
Level 2 Penalty Source/Location YES/NO Point
C Role of stakeholders
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected.
C.1.1(P) Has there been any violations of any laws pertaining to labour/ employment/ consumer/ insolvency/ commercial/ competition or environmental issues? Sanction(s) from regulator(s)/ Media coverage/ announcement/ Annual Report/ Website No 0
C.2 Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regular basis.
C.2.1(P) Has the company faced any sanctions by regulators for failure to make announcements within the requisite time period for material events? Sanction(s) from the Regulator(s)/ Media/
Annual Report/
Company Website
No 0
Level 2 Penalty Source/Location YES/NO Point
D Disclosure and Transparency

 

D.1 Sanctions from regulator on financial reports
D.1.1(P) Did the company receive a “qualified opinion” in its external audit report? Annual Report
(see independent auditor’s report accompanying the company’s financial statements.)
No 0
D.1.2(P) Did the company receivce a “adverse opinion” in its external audit report? No 0
D.1.3(P) Did the company receive a “disclaimer opinion” in its external audit report? No 0
D.1.4(P) Has the company in the past year revised its financial statements for reasons other than changes in accounting policies? Media/Announcement No 0
Level 2 Penalty Source/Location YES/NO Point
E Responsibilities of the Board

 

E.1 Compliance with listing rules, regulations and applicable laws
E.1.1(P) Is there any evidence that the company has not compiled with any listing rules and regulations over the past year apart from disclosure rules? Company announcements to the exchange/Media No 0
E.1.2(P) Have there been any instances where non-executive directors/ commissioner have resigned and raised any issues of governance- related concerns? No 0
E.1.3(P) Have there been major corporate scandals that point to weak board of directors/commissioners oversight? No 0
E.2 Board A
E.2.1(P) Does the company have any independent directors/commissioners who have served for more than nine years? By Laws (P-8)
Annual Report/Website
No 0
Level 2 Bonus Items Source/Location YES/NO Point
A Rights of shareholders
A.1 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting. 41st AGM Minutes(P-3)
Election Guidelines(P-4)
Yes
A.1.1(B) Does the company allow the use of secure electronic voting in absentia at the general meetings of shareholders? Yes 0

 

B Equitable treatment of shareholders
B.1 Notice of AGM
B.1.1(B) Does the company release its notice of AGM(with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting? 41st AGA Notice
41st AGA Invitation
Yes 0
B.2 Insider trading and abusive self-dealing should be prohibited.
B.2.1(B) Does the company have a policy requiring directors/commissioners and key officers to notify the Board or its delegate at least one day before they deal in the company shares? Yes 0

 

D Disclosure and Transparency
D.1 Quality of Annual Report
D.1.1(B) Does the company disclose the identity of advisers/consultants to the remuneration/compensation committee appointed by the board and whether they are deemed independent or they have declared any conflicts of interest? Annual Report (P-7/P-9) Yes 0

 

E Responsibilities of the Board
E.1 Board Competencies and Diversity
E.1.1(B) Does the company have at least one female independent director/ commissioner? CLIMBS BOD Yes 0
E.2 Nominating Committee
E.2.1(B) Does the Nominating Committee comprise entirely of independent directors/ commissioners? No 0
E.3 Board Appointments and Re-election
E.3.1(B) Does the company compile a board profile when considering candidates to the board (i.e., identify the professional skills and personal characteristics present on the current board; midentify the missing skills and characteristics; and nominate individuals who could fill possible gaps)? Election Guidelines
Page 1-2
Yes 0
E.3.2(B) Does the company use professional search firms or other external sources of candidates (suich as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners? By-Laws
P-12
No 0
E.5 Board Appraisal
E.5.1(B) Does the company appoint an external consultant to facilitate the board assessment at least once every three years? Yes 0
E.6 Risk Oversight
E.6.1(B) Does the Annual Report contain a statement from the board of directors/ commissioners or Audit Committee commenting on the adequacy of the comapny’s internal controls/ risk management systems? Annnual Report Yes 0