Board Charter

Code of Conduct & Ethics

Corporate Disclosure Policy

Policy on Continuing Education Programs

Shareholder Communication Policy

Sustainability Plan

Whistle Blowing Policy

 

 

 

 

 

 

 

 

 



 

 

 

POLICY

Ta Win Holdings Berhad’s Corporate Disclosure Policy
 

Objective of the Policy

  1. Ensure that communications to the public are timely, factual, accurate, complete, broadly disseminated and where necessary, filed with regulators in accordance with applicable laws.

  2. Ensure accountability and transparency with investors.

  3. Enforce a commitment to comply with the continuous disclosure obligations with an aim to ensure that all communications to the investing public about the business and affairs of Ta Win Holdings Berhad are informative, timely, factual, accurate, consistent and broadly disseminated in accordance with all applicable legal and regulatory requirements.

  4. As a confirmation of the existence of disclosure policies, guidelines and procedures.

  5. Ensure that all persons to whom this policy applies understand their obligations to preserve the confidentiality of material information.

  6. Promote effective communication with shareholders and encourage their participation and feedback at general meetings.

  7. Establish a disclosure committee to help achieve the objectives.

Application of the Policy
This policy applies to all directors, officers, employees, consultants and contractors of Ta Win Holding Berhad who have access confidential corporate information as well as those persons authorised to speak on behalf of the organisation. This policy also covers all disclosure made in documents filed with stock exchanges, securities regulators, all financial and non-financial disclosure, including management discussion and analysis and written statements made in Ta Win Holding Berhad’s annual and quarterly reports, press releases, letters to shareholders, presentation by senior management and information contained in Ta Win Holding Berhad’s website and other electronic communications. It includes oral statements made in meeting and telephone conversations with analyst and investors, interviews with the media as well as presentations, speeches, press conferences, conference calls and webcasts.

Communication of the Policy
The copies of this policy are made available to all directors, employees and company secretary either directly or by posting of this policy in the organisation’s website. Any changes to this policy will be amended and the copies and posting will be updated accordingly.

Disclosure Committee
The Disclosure Committee is responsible for overseeing the organisation’s disclosure controls, procedures and practices.

Ta Win Holding Berhad’s disclosure committee, particularly Company Secretary and Finance Manager will be responsible for overseeing the disclosure practices, use and setting benchmarks for the assessment of materiality, determining what circumstances justify public disclosure and ensuring adherence to the policy.

The Finance Manager will be the individual primarily responsible for ensuring compliance with all legal and regulatory disclosure requirements, including:

  1. Overseeing corporate disclosure practices and monitoring compliance with this policy.

  2. Initiating with input and advice from other member of senior management, Company Secretary, external or internal auditor, disclosure of material information in accordance with the processes and procedures set out in this policy.

  3. Dealing with any issues which may be raise from time to time by the regulatory authorities.

The Managing Director and those individuals delegated by Managing Director from time to time (‘Spokespersons’), are the individuals responsible for communication with investment analysts, potential investors and media, for initiating and overseeing presentations, conference calls and other communications with analysts, and other members of the financial community and for overseeing the electronic aspects of this policy. In carrying out their responsibilities, the Spokespersons will seek to ensure that no undisclosed material information is made available to any select group. If, for any reason, undisclosed material information is disclosed to the analysts, investors, media or others, the senior management should be notified immediately.

Ta Win Holding Berhad will establish a Disclosure Committee which will be responsible for determining whether information in material information, the timely disclosure of material information in accordance with securities laws and stock exchange rules and regulations, monitoring compliance with this policy and overseeing the disclosure controls and procedures.

Members of the Disclosure Committee are:

  1. Managing Director

  2. Executive Director

  3. Independent Director

  4. Company Secretary

  5. Finance Manager

Members can be added to or removed from the list upon consensus of the existing Disclosure Committee, provided that the Chairman of the Board is notified as soon as practicable after any such decision is made.

Legal advise will be consulted should such need arises for an independent opinion.

The management of the organisation must inform the disclosure committee of any potentially material developments so that they can discuss and evaluate any events that might give rise to a disclosure obligation.

Ta Win Holdings Berhad as a listed issuer must, in accordance with the Exchange Requirements, disclose to the public all material information necessary for informed investing and take reasonable steps to ensure that all who invest in its securities enjoy equal access to such information.

Ta Win Holdings Berhad must adhere to the following 6 specific policies concerning disclosure, which are as follows:

  1. Make immediate public disclosure of any material information.

  2. Release of material information to obtain its fullest possible public dissemination.

  3. Make due enquiry and immediately publicly provide for clarification, confirmation or denial of rumours or reports.

  4. Immediately seek the cause and response to unusual market activity.

  5. Refrain from any unwarranted promotional disclosure activity.

  6. Prohibition from insider trading.

The disclosure requirements consist of the following:

  • Adherence to the corporate disclosure policy of the Exchange.

  • Preparation of announcements:
    -ensure content is factual, clear, unambiguous, accurate, succinct, sufficient , not false, misleading or deceptive and is balanced and fair.

  • Immediate disclosure requirements.

  • Periodic disclosure requirements:
    -quarterly report
    -annual audited financial statements and annual report
    -status memorandum of understanding entered with third party2.

  • Circulars and other requirements.

Information is considered material, if it is reasonably expected to have a material effect on:

  • The price, value or market activity of any of the listed issuer’s securities; or

  • The decision of a holder of securities of the listed issuer or an investor in determining his choice of action.

Confidentiality of information
All directors, employees and consultants of Ta Win Holdings Berhad should not disclose undisclosed material information and shall not disclose confidential information to anyone outside of the organisation prior to the broad public dissemination of that information. Selective disclosure to anyone outside of organisation is illegal and is prohibited.

They are expected to observe the following:

  • Do not discuss the business and affairs in places where discussion may be overheard.

  • Confidential documents should not be read or displayed in public places or discarded where they can be retrieved.

  • Documents and files containing confidential information should be kept in a safe place with restricted access.

  • Transmission of documents by fax, email or other electronic means should be made only where it is reasonable to assume that transmission can be made and received under secure conditions.

  • Documents containing confidential information should be promptly removed from conference room and work areas after meeting have concluded and extra copies of confidential documents should be destroyed.

Outside parties who received or are privy to undisclosed confidential information in the course of conducting business with Ta Win Holdings Berhad Group must confirm their commitment to non-disclosure in a written confidential agreement.

Unintentional Disclosure of Material Non-Public Information
If an employee believes that there may have been an accidental or unintentional disclosure of material non-public information, the employee must immediately inform any member of the Disclosure Committee of this incident. The Disclosure Committee shall immediately take all appropriate steps including:

  • Notify the Exchange immediately and determine whether a trading halt should be instituted pending issuance of a public announcement.

  • Publicly disclose the material information.

  • Notify the person to whom the unintentional selective disclosure was made that such information had not been publicly disclosed and must remain confidential and that they may not trade in the securities of Ta Win Holdings Berhad with knowledge of such information until it is generally disclosed and available.

Consequences of Non-Compliance with Policy
Failure to comply with this policy may result in severe consequences, which could include but not limited to internal disciplinary action or termination of employment or consulting arrangements without notice. If it appears that a Director, officer or employee may have violated the Listing Requirements on disclosures, the organisation may refer the matter to the Exchange, which could to penalties, fine and/or imprisonment.

Amendment to this Policy
Amendment to this policy is at the discretion of Disclosure Committee, except for those that are material, which shall be brought to the attention of the Board of Directors.