Corporate Disclosure Policy and Procedures

MESB Berhad is committed to promoting consistent disclosure practices aiming at timely, accurate, complete, and broadly disseminated disclosure of material information about the Group to the market in accordance applicable laws and regulatory requirements and ensuring accountability and transparency with investors, stakeholders, shareholders and other member of public.

POLICY APPLICATION

The policy applies to all Directors, management, officers and employees of the MESB Group of Companies together with any person who may be authorised to speak on behalf of the Company.

The policy covers all methods that the Company uses to communicate to the public, such as documents filed with security regulators, written statements made in the Company’s annual and quarterly reports, news releases, letters to shareholders and information contained on the Company’s website. It also covers oral statements made in both group and individual meetings or telephone calls with financial analysts and investors, interviews with the media as well as press conferences.

Any questions regarding the contents of this disclosure policy and how it applies or unsure whether or not may trade in a given circumstance, should contact the Chief Executive Officer or Chief Financial Officer or any member of the Disclosure Committee for assistance.

DISCLOSURE COMMITTEE

The Disclosure Committee is established to govern the disclosure of material, non-public information in a manner designed to provide board, non-exclusionary distribution of information so that the public has equal access to the information.

The Board of Directors of the Company shall be responsible for this Policy, including any changes to the Policy and maintaining compliance therewith.The Chief Financial Officer shall be responsible for the functioning of the Disclosure Committee.

The Disclosure Committee consists of the Executive Directors, Independent Non-Executive Directors, Chief Executive Officer, Chief financial Officer, Company Secretary and such other persons as are designated from time to time by the Board. The establising of Disclosure Committee is to assist the Board in discharging its disclosure obligations.

The functions and responsibilities of the Disclosure Committee include:

  1. Implementing and monitoring of compliance with this Policy;
  2. Consider the materiality of information and determine disclosure obligations on a timely basis;
  3. Consult with regulatory authorities, auditors and/or advisors when in doubt as to whether disclosure should be made;
  4. Review and update this Policy, whenever is required and shall be endorsed by the Chief Financial Officer.

MATERIAL INFORMATION

The materiality of information shall be determined by the Board of Directors, in accordance with the applicable rules and regulations. Information is generally considered to be material if it would reasonably be expected to have a significant effect on the market price, value or market activity of the Company’s securities or the decision of holder of securities or an investor in determining his choice of action.

The Chief Executive Officer of the Company and/or its subsidiaries are required to notify any member of the Disclosure Committee, if they become aware of any development that might be material.

The following are some examples of events to be material and may require immediate disclosure:

    1. the entry into a joint venture agreement or merger;
    2. the acquisition or loss of a contract, franchise or distributorship rights;
    3. the introduction of a new product or discovery;
    4. a change in management;
    5. the borrowing of funds;
    6. the commencement of or the involvement in litigation and any material development arising from such litigation;
    7. the commencement of arbitration proceedings or proceedings involving alternative dispute resolution methods and any material development arising from such proceedings;
    8. the purchase or sale of an asset;
    9. a change in capital investment plans;
    10. the occurrence of a labour dispute or disputes with sub-contractors or suppliers;
    11. the making of a tender offer for another corporation’s securities;
    12. the occurrence of an event of default on interest, principal payments or both in respect of loans;
    13. a change in general business direction;
    14. a change of intellectual property rights;
    15. the entry into a memorandum of understanding;
    16. the entry into any call or put option or financial futures contract;
    17. Material changes in Financial Results; or
    18. such other event or transaction as prescribed or determined by the Main Market Listing Requirements of Bursa Malaysia Securities Berhad or any other relevant statutory bodies.

The above list is not exhaustive and is not a substitute for the Company exercising its own judgement in making a materiality determination.

Market Rumours

The Company generally will not respond to market rumours or speculation (including rumours and speculation on the Internet) unless required by applicable regulatory authorities.

Maintaining Confidentiality

Any member of the Disclosure Committee or relevant employee of the Company or group privy to confidential information is prohibited from communicating such information to anyone else, unless it is necessary to do so in the course of business. Efforts will be made to limit access to such confidential information to only those who have access to the material information and such persons, are regarded as an Insider will be advised that the information is to be kept confidential.

Any Employee who has knowledge of undisclosed material information must treat the material information as confidential until the material information has been generally disclosed.

In order to prevent the misuse or inadvertent disclosure of material information, the procedures set forth below should be observed at all times:

  1. Documents and files containing confidential information should be kept in a safe place to which access is restricted;
  2. Confidential matters should not be discussed in places where the discussion may be overheard;
  3. Confidential documents should not be read or displayed in public places;
  4. Transmission of documents by fax, should be made and received under secure conditions;
  5. Unnecessary or extra copies of confidential documents should be shredded or otherwise destroyed.

Authorised Representatives

The Company designates a limited number of spokespersons to communicate with the media, regulators or investment community. The authorised spokespersons for the Company are the Executive Directors and Chief Executive Officer and any other officers as may be authorised by the Chief Executive Officer, whenever is required.

New Release

Once the Disclosure Committee determines that a development is material, the Chief Executive Officer will authorize the issuance of a news release, unless the Disclosure Committee determines that such developments must remain confidential for the time being, appropriate confidential filings are made and control of that inside information is instituted. Should a material statement inadvertently be made in a selective forum, the Company will immediately issue a news release in order to fully disclose that information.

The Company’s Website

All material disclosure and information documents of interest to investors will be made available and accessible by the public on the Company’s website www.mesbbhd.com

Unintentional Selective Disclosure

Any Director or employee who becomes aware of the disclosure of any non-public price-sensitive information, should advise the Chief Executive Officer or the group companies’ directors immediately. The respective officer and directors will review the matter with the Disclosure Committee. If it is determined that unintentional selective disclosure occurred, the Company will promptly issue an announcement to provide full disclosure.

Enforcement

Any Director or Employee who violates this Policy may face disciplinary action up to and including termination of his or her employment without notice. The violation of this Policy may also violate certain securities laws. If it appears that any Director or Employee may have violated such securities laws, the Company may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines or law consequences.

Contact Details

The primary contact person for Bursa Securities matters are:

Chief Executive Officer   Tel no.: 03-89618818  Email: eric@miroza.com.my

This Policy was approved by the Board of Directors on 25 February 2013