OVERVIEW

The Board of Directors (“Board”) of NCT Alliance Berhad (formerly known as Grand-Flo Berhad) (“the Company”) is fully committed towards ensuring good corporate governance practices are implemented and maintained throughout the Company and its subsidiaries (“the Group”) as a fundamental part of discharging its duties to enhance shareholders’ values consistent with the principles and best practices as set out in the Malaysian Code on Corporate Governance (“the Code”). The Board supports the highest standards of corporate governance and the development of best practices for the Group.

The Board collectively leads and is responsible for the performance and affairs of the Group, including practicing a high level of good governance. All Board members are expected to show good stewardship and act in a professional manner, as well as upholding the core values of integrity and enterprise with due regard to their fiduciary duties and responsibilities.

This Board Charter sets out the composition and balance, roles and responsibilities, operation and processes of the Board and is to ensure that all Board Members acting on behalf of the Company are aware of their duties and responsibilities as Board Members.

1. COMPOSITION AND BALANCE OF THE BOARD

1.1 Size and Composition

The strength of the Board lies in the composition of its members, who has a wide range of expertise, extensive experience and diverse background in business, finance and technical knowledge. The Board retains full and effective control over the Group and ensures the Group moves towards its strategic direction in establishing goals and ultimately the enhancement of long-term shareholders’ value.

The Constitution of the Company provides for a minimum of two (2) Directors. At any one time, at least two (2) or one-third (1/3) of the Board of Directors, whichever is higher, are Independent Directors.

The Board also takes cognisant of the best practices recommended under the Code to have at least half of the Board composed of Independent Directors in order to foster greater objectivity in the boardroom in accordance to the good corporate governance practices.

The composition and size of the Board are reviewed from time to time to ensure its appropriateness.

1.2 Nomination and Appointments

The members of the Board are appointed in a formal and transparent practice as endorsed by the Code. The Nomination and Remuneration Committee will make recommendations to the Board who will thereon assess the shortlisted candidates and arrive at a decision on the appointment of the Director. The Company Secretary will ensure that all appointments are properly made and that all legal and regulatory obligations are satisfied and complied with.

Appointment of Directors is based on objective criteria, merit and with due regard for diversity in skills, experience, age, cultural background and gender. The Board may utilise independent sources to identify a suitably qualified candidate.

All Board members shall notify the Chairman of the Board before accepting any new Directorship in other companies. The notification shall include an indication of the time that will be spent on the new appointment. The Chairman shall also notify the Board if he has any new directorship or significant commitments outside the Company.

1.3 Re-election

In accordance with the Company’s Constitution, all Directors appointed by the Board are subject to re-election by the shareholders at the annual general meeting following their appointment. At least one third (1/3) of the Directors, or if their number is not three or a multiple of three, then the number nearest to one-third (1/3) are required to retire from office by rotation annually and shall be eligible for re-election at each annual general meeting.

1.4 Independence

The presence of Independent Non-Executive Directors ensures that views, consideration, judgment and discretion exercised by the Board in decision-making remains objective and independent whilst assuring the interests of other parties such as minority shareholders are fully addressed and adequately protected as well as being accorded with due consideration.

The Board shall appoint a Senior Independent Director who will also attend to any query or concern raised by shareholders.

1.5 Tenure of Independent Director

The tenure of an Independent Director shall not exceed a cumulative term of nine (9) years. However, upon completion of the nine (9) years, the Independent Director may continue to serve the Board subject to the Director’s re-designation as a NonIndependent Director. In the event the Director is to remain designated as an Independent Director, the Board shall first justify and obtain shareholders’ approval on a year-to-year basis. through a two-tier voting process.

1.6 Evaluation of the Directors and the Board’s as a whole

The Board recognizes the importance of assessing the effectiveness of individual Directors, the Board as a whole and its Committees as a whole. The Nomination and Remuneration Committee is given the task to review and evaluate the individual Director’s performance and the effectiveness of the Board and the Board’s Committees on an annual basis. In assessing the suitability of candidates, considerations will be given to the competencies, commitment, contribution and performance of the Board and the relevant Board Committees.

The Nomination and Remuneration Committee is required to report annually to the Board an assessment of the Board’s and its Committees’ performance. This will be discussed with the full Board. Every year, the Nomination and Remuneration Committee will evaluate each individual Director’s contributions to the effectiveness of the Board and the relevant Board Committees.

2. ROLES AND RESPONSIBILITIES

2.1 Board Responsibilities

The Executive Chairman/Group Managing Director, Group Executive Director and Executive Directors (“ED”) together with management have the responsibility to manage the day-to-day operations of the business, implementation of Board policies and making strategic decisions for the expansion of the business. The Non-Executive Directors contribute their expertise and experiences to give independent judgment to the Board on issues of strategy, performance and resources, including major policies, key directions and standards of conduct. The Independent Directors provide guidance, unbiased, fully balanced and independent views, advice and judgment to many aspects of the Company’s strategy so as to safeguard the interests of minority shareholders and to ensure that higher standards of conduct and integrity are maintained by the Group.

No individual or group of individuals dominates the Board’s decision-making. Together, the Directors possess a wide range of business, commercial and financial knowledge, expertise and skills essential in the management and direction of a corporation with a regional presence.

The stewardship responsibilities and duties of the Board focuses principally on strategies, financial performance and critical business decisions that may include the following: -

i. Overseeing and evaluating the conduct, governance and sustainability of the businesses of the Group.

ii. Reviewing and adopting the overall strategic direction, business plans, annual budgets of the Group, including major capital commitments.

iii. Establishing key performance indicators and ensuring that senior management has the necessary skills and experience for the orderly succession of the board and senior management.

iv. Reviewing and approving of new ventures, major acquisitions and disposal of undertakings and properties.

v. Identifying principal risks and ensuring implementation of appropriate systems to manage and monitor significant financial and non-financial risks.

vi. Reviewing the adequacy and integrity of the Group’s internal control systems, risk management and management information systems.

vii. Overseeing the development and implementation of the shareholder communications policy for the Company.

The Directors are required to declare their direct and indirect interests in the Company and related companies. The Directors are also responsible to declare whether they and/or any person(s) connected to them have any potential conflict of interest in any transaction and/or in any contract with the Company and/or any of its related companies. Any Director who has an interest in any related party transaction shall abstain from the Board deliberation and voting and shall ensure that he or she and person(s) connected to him or her will abstain from voting on the related resolution.

2.1.2 Matters Reserved for the Board

In discharging its responsibilities, the Board has reserved decision making responsibility for certain key matters to ensure the control of the Company is vested with its. A schedule of Matters Reserved for the Board has been adopted and shall be reviewed and revised from time to time as necessary, as follows:-

– Annual budgets;

– Changes to the Management and Control Structure, including key policies and delegated authority limits;

– New business and ventures;

– Material acquisitions and disposals;

– Business Plans;

– Investments and divestments; and

– Corporate restructuring

2.2 Accountability and Audit

i. Financial Reporting

The Board aims to present a balanced and clear assessment of the Group’s position and prospect to the Company’s shareholders through the annual financial statements and quarterly unaudited results.

The Board considers that in preparing the financial statements, the Group has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgments and estimates. All accounting standards which the Board considers to be applicable have been followed, subject to any explanations and material departures disclosed in the notes to the financial statements. The Audit Committee assists the Board in scrutinising information for disclosure to ensure accuracy, adequacy and completeness.

ii. Internal Control and Risk Management

The Board acknowledges their responsibility in maintaining an internal control system that provides reasonable assurance of effective and efficient operations, and compliance with laws and regulations as well as internal procedures and guidelines.

Risk management forms an integral part of the Group’s business operations. The process of identifying, evaluating, monitoring and managing significant risks is embedded in the various work processes and procedures of the respective operational functions and management team. Any significant issues and controls implemented were discussed at the regular operations and management meetings

Management is responsible for implementing the processes for identifying, evaluating, monitoring and reporting of risks and internal control, taking appropriate and timely corrective actions as needed, and for providing assurance to the board that the processes have been carried out.

The Audit Committee has been entrusted by the Board to ensure the effectiveness of the Group’s internal control systems. The activities of the outsourced Internal Auditors are reported regularly to the Audit Committee which provides the Board with the required assurance in relation to the adequacy and integrity of the Group’s system of internal controls.

Recognizing that the internal control system must continuously improve to meet the challenging business environment, the Board will continue to take appropriate action plans to strengthen the Group’s internal control system.

The Company outsourced its internal audit function to an independent professional firm to help the Company to accomplish its goals by bringing an objective and disciplined approach to evaluate and improve the effectiveness of risk management, internal control, anti-corruption, whistle-blowing and governance processes.

iii. Relationship with Auditors

The Board has always maintained a formal and transparent arrangement with its internal auditors and external auditors in seeking professional advice on matters relating to compliance and corporate governance.

The internal audit function of the Group is outsourced to a third party. Similar to the External Auditors, Internal Auditors also have direct reporting access to the Board and the Audit Committee to ensure that issues highlighted are addressed independently, objectively and impartially without any undue influence of the management.

2.3 Responsibilities of the Chairman and Group Managing Director (“GMD”)

The Board ensures that the Chairman is a non-executive member of the Board. There is a clear division of responsibility between GMD and the Chairman in order to provide for a balance of power and authority. The former leads the management of the Company and has overall responsibility for the operating units and the implementation of the Board’s policies and decisions, whilst the latter is responsible for the orderly conduct and effectiveness of the Board in addition to facilitating constructive deliberation of matters in hand.

The responsibilities of the Chairman, amongst others, are as follows:

i. To provide leadership to the Board.

ii. To examine the public image of the organization and establish plans and programme to improve the Group in every way.

iii. To oversee ethical business practices and adherence to the Group’s mission statement.

iv. To oversee the effective discharge of the Board’s supervisory role.

v. To facilitate the effective contribution of all Directors.

vi. To conduct and chair Board Meetings and General Meetings of the Company.

vii. To manage Board communications and Board effectiveness and effective supervision over Management.

viii. To ensure that quality information to facilitate decision-making is delivered to the Board in a timely manner.

ix. To ensure Board Meetings and General Meetings comply with good conduct and best practices.

x. To promote constructive and respectful relations among Board members and between the Board and the Management.

xi. Together with the GMD, represents the Company and/or Group to external groups such as shareholders, creditors, consumer groups, local communities and federal, state, and local governments.

xiii. To ensure adequate time is allocated during Board Meetings for discussion of issues tabled to the Board for deliberation.

The responsibilities of the GMD, amongst others, are as follows:

i. To develop and recommend to the Board, the strategic business direction, plans and policies of the Group that leads to the creation of shareholder value.

ii. To develop and recommend to the Board the operational plan and annual budget that support the Company or the Group’s long-term strategy.

iii. To ensure the efficient and effective operation of the Group.

iv. To manage the overall business and oversees the day-to-day management of the Group with all powers, discretions and delegations authorised, from time to time, by the Board.

v. To ensures continuous improvement in the quality and value of the products and services provided by the Group.

vi. To ensure that the Company or the Group achieves and maintains a satisfactory competitive position within its industry.

vii. To formulate and oversee the implementation of major corporate policies.

viii. To report to the Board periodically on the financial positions of the Group which include forecast results as required from time to time.

ix. To reports to the Board on key performance indicators in relation to the financial results, market conditions and other developments.

x. To be responsible for the financial management of the Company and/or Group and overseeing the handling of financial matters which include keeping proper accounts for prudent and economical administration, avoidance of waste and extravagance for efficient and effective use of all the resources.

xi. To serve as the chief spokesperson for the Group.

xii. To bring material matters to the attention of the Board in an accurate and timely manner.

2.4 Board Committees

The Board may from time to time establish Committees as is considered appropriate to assist in carrying out its duties and responsibilities. The Board delegates certain functions to the following Committees to assist in the execution of its responsibilities.

i. Audit Committee

ii. Nomination and Remuneration Committee

The role of the Board Committees is to advise and make recommendations to the Board. The Chairman of various Committees provides a verbal report on the outcome of their Committee meetings to the Board, and any further deliberation is made at the Board level, if required.

Each Committee operates in accordance with written terms of reference approved by the Board. The Board appoints the members and Chairman of each Committee.

2.4 Company Secretary

The Board appoints the Company Secretary, who plays an important advisory role, and ensures that the Company Secretary fulfils the functions for which he/she has been appointed.

The Company Secretary is a central source of information and advice to the Board and its Committees on issues relating to compliance with laws, rules, procedures and regulations affecting the Company.

The appointment and removal of the Company Secretary is a matter for the Board as a whole. The Board recognizes the fact that the Company Secretary should be suitable qualified and capable of carrying out the duties required.

All Board Members, particularly the Chairman, have unrestricted access to the advice and services of the Company Secretary for the purposes of the Board’s affairs and the business.

2.5 Company Secretary

The Board appoints the Company Secretary, who plays an important advisory role, and ensures that the Company Secretary fulfils the functions for which he/she has been appointed.

The Company Secretary is a central source of information and advice to the Board and its Committees on issues relating to compliance with laws, rules, procedures and regulations affecting the Company.

The appointment and removal of the Company Secretary is a matter for the Board as a whole. The Board recognizes the fact that the Company Secretary should be suitably qualified and capable of carrying out the duties required.

All Board Members, particularly the Chairman, have unrestricted access to the advice and services of the Company Secretary for the purposes of the Board’s affairs and the business.

3. BOARD PROCESSES

3.1 Board Meetings

The Board meets at least four (4) times a year, with additional meetings to be convened whenever necessary. The Directors receive notices of meetings, typically at least five (5) business days prior to the date of the meeting, highlighting the agenda complete with a full set of Board Papers to provide sufficient details of matters to be deliberated during the meeting. Information provided is not confined to financial data but also other non-financial information, both quantitative and qualitative, which is deemed to be critical in arriving at a sound and informed decision. Where necessary, senior management and/or external professionals may be invited to attend these meetings to clarify and/or explain matters being tabled.

The Board meetings may be held by fully virtual or hybrid at more than one venue using any technology or method to allow the Directors to participate, speak and vote at the meetings.

Minutes of Board meetings together with decisions made by way of a resolution passed are duly recorded and properly kept by the Company Secretary.

3.2 Directors’ Training

In addition to the Mandatory Accreditation Programme as required by Bursa Malaysia Securities Berhad, the Directors are encouraged to attend relevant seminars and training programmes to equip themselves with the knowledge to effectively discharge their duties as Directors. The Board will assess the training needs of the Directors and ensure Directors have access to a continuing education programme. The Board shall disclose in the Annual Report the trainings attended by the Directors.

3.3 Directors’ Remuneration

The Board through Nomination and Remuneration Committee established formal and transparent Remuneration Policy. The Nomination and Remuneration Committee has written Terms of Reference which details its authority and duties and the Terms of Reference is published on the Company’s website.

The Directors’ remuneration is determined in accordance to the performance and their capability to the Company. The Board recognises that levels of remuneration must be sufficient to attract, retain and motivate the directors of the quality required to manage the business of the Company and to align the interest of the Directors with those of the shareholders.

The Board will determine the level of remuneration of Board Members, taking into consideration the recommendations of the Nomination and Remuneration Committee for executive Board Members and/or the GMD. The remuneration of the GMD and Executive Directors are structured on basis of linking rewards to corporate and individual performance. None of the Executive Directors participated in determining their remuneration.

Non-Executive Directors will be paid a basic fee as ordinary remuneration and will be paid a sum based on their responsibilities in committees and the Board, their attendance and/or special skills and expertise they bring to the Board. The fee shall be fixed in sum and not by a commission on or percentage of profits or turnover.

The Remuneration Policy sets out the remuneration for the Board and the Nomination and Remuneration Committee to determine the remuneration of Directors and/or senior management of the Company, which takes into account the demands, complexities and performance of the Company as well as skills and experience required. The Remuneration Policy will be periodically reviewed by the Board and is published on the Company’s website.

3.4 Access to Information and Independent Advice

The Board has full and unrestricted access to all of the Group’s information whether as a full board or in their individual capacity to enable them to discharge their duties to their full capacity pertaining to the Group’s affairs and business.

External professional advisors, consultants and company secretary are made available to render their independent views and advice to the Board.

3.5 Investor Relations and Shareholder Communication

The Group values dialogue with investors as a means of effective communication that enables the Board to convey information about the Group’s performance, corporate strategy and other matters affecting shareholders’ interests. Investors and shareholders can also obtain information on the Group through the Company’s published Annual Reports, Quarterly Results and Announcements which are made to Bursa Malaysia Securities Berhad.

The Annual General Meeting also provides an opportunity for shareholders to seek clarifications and to raise questions concerning the Group. The Chairman and the Board members are in attendance to respond to shareholders’ queries.

The Company recognizes the importance of accountability to shareholders and effective communication between the Company and investors. The Company has established its own website at www.nctalliance.com which contains vital information concerning the Group.

The Board must ensure that the conduct of a virtual general meeting (fully virtual or hybrid) supports meaningful engagement between the Board, senior management and shareholders. This includes having in place the required infrastructure and tools to support among others, a smooth broadcast of the general meeting and interactive participation by shareholders. This provides the opportunity for shareholders to have real-time interaction with the board and senior management, including responses to any questions or remarks posted.

4. ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

The Anti-Bribery and Anti-Corruption Policy applies to all employees (whether temporary, contractual or permanent), Directors and Business Associates of the Group. They are expected to carry out their duties with the utmost integrity, grounded on sound moral and ethical principles.

The Board will review the Anti-Bribery and Anti-Corruption Policy periodically to ensure its effectiveness and consistency with the governing legislation and regulatory requirements. This Policy is published on the Company’s website.

5. WHISTLE BLOWING POLICY

The Whistle Blowing Policy serves to provide an avenue for all employees of the Group and members of the public to raise concerns or disclose any improper conduct within the Group and to take appropriate action to resolve them effectively.

The Board will review the Whistle Blowing Policy periodically and it is published on the Company’s website.

6. REVIEW OF THE BOARD CHARTER

The Board will review this Charter from time to time and make any necessary amendments to ensure they remain consistent with the Board’s objectives, current law and practices. The Board Charter is made available for reference on the Company’s website.

This Board Charter was reviewed and updated by the Board of the Company on 7 September 2021.

1. INTRODUCTION

In line with good corporate governance practices, NCT Alliance Berhad (formerly known as Grand-Flo Berhad (“the Company”) and its subsidiaries (“the Group”) are committed to the highest standards of conduct in relationships with its employees, customers, members/participants, shareholders, regulators and the public, premised on the core principles of sincerity, integrity, transparency and accountability.

This Code of Conduct and Ethics of the Group is to provide the fundamental guiding principles and standards applicable to the Directors and all employees of the Group where such principles and standards are founded on high standards of professional and ethical practices.

2. SCOPE

This Code of Conduct and Ethics is to be observed by all Directors and employees of the Group.

3. CODE OF CONDUCT AND ETHICS

The Code of Conduct and Ethics is to be observed by all Directors and employees of the Group and the core areas of conduct include the following:-

Compliance at all times with the Code of Conduct and Ethics and the Board Charter.

• Observe high standards of corporate governance at all times.

• Observe high standards of business, professional and ethical conduct, and to refrain themselves from the offering, giving to or receiving any gifts and any other form of benefits (in-kind, cash, advantages and/or favour and etc) from persons or entities who deal with the Company where such gift or benefit would reasonably be expected to influence the performance of their duties in any aspect.

• Adhere to the principles of selflessness, integrity, objectivity, accountability, openness, honesty and leadership, including fair dealing and the ethical handling of conflicts of interest.

• Not misuse information gained in the course of duties for personal gain or for political purposes.

• Uphold accountability and act in good faith and in the best interests of the Company and the Group.

• Ensure the protection of the Company's legitimate business interests, including corporate opportunities, assets and confidential information.

• Ensure full, fair, accurate, timely and understandable disclosure.

• Declaration of any personal, professional or business interests that may conflict with responsibilities.

4. ENFORCEMENT OF THE CODE OF CONDUCT AND ETHICS

In the event of any violation of this Code of Conduct and Ethics by any Director or employees of the Group, the Board of Directors of the Company shall determine appropriate actions to be taken after considering all relevant information and circumstances.

5. REVIEW OF THE CODE OF CONDUCT AND ETHICS

The Code of Conduct and Ethics will be reviewed from time to time and make any necessary amendments to ensure the information remains relevant and appropriate. The Code of Conduct and Ethics is made available for reference on the Company’s website.

6. BOARD APPROVAL

This Code of Conduct and Ethics was reviewed and updated by the Board of Directors of the Company on 7 September 2021.

INTRODUCTION

This Remuneration Policy (“the Policy”) sets out the criteria to be used in recommending the remuneration of Directors and/or Senior Management of NCT Alliance Berhad (“the Company”) and is made in line with the best practices recommended under the Malaysian Code on Corporate Governance.

OBJECTIVE

The Policy sets out the remuneration principles and guidelines for the Board of Directors (“Board”) and the Remuneration Committee to determine the remuneration of Directors and/or Senior Management of the Company, which takes into account the demands, complexities and performance of the Company as well as skills and experience required.

PRINCIPLES

The Policy is guided by the following key principles in remunerating the Directors of the Company:

(i) fees payable to Directors who hold non-executive office in the Company shall be paid by a fixed sum and not by a commission on or percentage of profits or turnover;

(ii) fees and/or benefits (including meeting allowance) payable to Directors are subject to annual shareholders’ approval at a general meeting, where notice of the proposed fees and/or benefits has been given in the notice convening the meeting;

(iii) fees payable to an alternate Director (if any) shall be agreed upon between himself and the Director nominating him and shall be paid out of the remuneration of the latter; and

(iv) salaries and other emoluments payable to Directors who hold an executive office in the Company pursuant to a contract of service need not be determined by the Company in general meeting but such salaries and emoluments may include incentives or commission on percentage of turnover or profit.

REMUNERATION STRUCTURE

The tables below set out the main components and operation of the remuneration structure packages of Directors and Senior Management of the Company: –

(I) Remuneration structure for the Senior Management and/or Directors who hold an Executive role in the Company

Component of Pay & Particulars

Basic Salary

• A fixed salary will be paid for performing the scope of duties and responsibilities and will be reviewed based on the individual performance and achievements of the Company/the Group and comparable market rate within the industry.

Bonus/Incentive

• Annual bonus/incentive will be paid to reward, retain and motivate the individual and will be depend on the performance of the Company/the Group and the personal contribution of the individual to the achievement of those results.

Other Benefits

• Other benefits which include contribution of EPF, SOCSO, medical fees, medical or health insurance, motor vehicle, driver, handphone, commission, travelling and entertainment claims, amongst others, will be provided based on the Group’s human resource policy in the context of market practices from time to time.

(II) Remuneration structure for the Directors who hold a Non-Executive role in the Company

Component of pay Particulars

Fees

• A fixed retainer sum will be paid for their contribution to the Board and the Company. The fixed fee is determined based on the following factors:

– On par with the rest of the market;

– Reflect the qualifications and contribution required in view of the Group’s complexity;

– The extent of the duty and responsibilities; and

– The number of Board meetings and Board Committees’ meetings.

Meeting allowance and other benefits

• A reasonable special meeting allowance may be paid on per trip basis with the condition that attendance is a prerequisite for such remittance.

Other benefits which include flight tickets, accommodation, travelling expenses, amongst others, incurred in the course of performing his duties or other things required of him as a Director of the Company.

GOVERNANCE OF REMUNERATION

i. The Remuneration Committee shall assist the Board in implementing the Policy on the remuneration packages for Directors of the Company. The Remuneration Committee also seeks to ensure that the remuneration packages commensurate with the expected responsibility and contribution by the Directors and subsequently furnishes their recommendations to the Board for adoption.

ii. The evaluation of remuneration packages (including annual increment to the base salary) of the Senior Management shall be reviewed by the Group Managing Director/Group President (“GMD/GP”). Whereas, for Directors who hold an Executive office in the Company (including the GMD/GP), their remuneration packages (including annual increment to the base salary) shall be reviewed and evaluated by Remuneration Committee and then tabled to the Board for consideration.

iii. Directors and/or Senior Management of the Company may be accorded with Directors and Officers liability insurance in respect of any liability (civil or criminal) arising in the course of discharging their duties as Directors and/or Senior Management of the Company provided that such liabilities were occasioned in good faith and not as a result of negligence, default or breach of duty. The premium paid for such insurance shall be borne by the Company and does not form part of the benefits given to the Directors and/or Senior Management of the Company as part of their remuneration packages.

iv. The fees and/or benefits payable to the Directors including any compensation for loss of employment of a Director or former Director of the Company shall be approved at the general meeting pursuant to the Companies Act 2016.

v. Salaries, bonus, benefits and other emoluments payable to Executive Board Members pursuant to an employment contract or a contract of service need not be determined by the Company in general meeting but such salaries may include a commission on or percentage of turnover or profit.

vi. All handphone, travelling, entertainment claims, motor vehicles or other expenses incurred by Senior Management and/or Directors in discharging their duties relating to the ordinary course of business of the Company and/or its subsidiaries shall be reimbursed accordingly. All claims and reimbursements must be accompanied with the claims receipts and shall be submitted to the Accounts/Finance Department for processing on a timely manner.

REVIEW AND DISCLOSED

i. The Board will review the Policy from time to time and make any necessary amendments to ensure that it remain consistent with the Board’s objectives, current law and practices.

ii. The Board shall disclose the Policy in the annual report of the Company.

iii. The Policy is made available for reference on the Company’s website.

This Policy is adopted by the Board on 22 November 2018.

1. COMPOSITION

i. The Audit Committee (“AC” or “Committee”) of NCT Alliance Berhad (“the Company”) shall be appointed by the Board of Directors of the Company (“Board”) from among its members and shall comprise no fewer than three (3) members, whereby all members must be Non-Executive Directors and financially literate with a majority of them being Independent Non-Executive Directors, and at least one (1) member of the Committee:

a. must be a member of the Malaysian Institute of Accountants; or

b. if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years of working experience and: o he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or o he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act 1967; or

c. fulfils such other requirements as prescribed or approved by the Bursa Malaysia Securities Berhad (“Bursa Securities”).

ii. Alternate Director shall not be appointed as a member of the Committee.

iii. The Committee shall elect a Chairman from among its members who shall be an Independent Non-Executive Director.

iv. The former partner of the external audit firm of the Company, if any, shall observe a cooling-off period of at least three (3) years before being eligible to be appointed as a member of the Committee.

v. In the event, the elected Chairman is not able to attend a meeting, the remaining members present shall elect one of themselves as Chairman for the meeting. The elected Chairman shall be an Independent Non-Executive Director.

vi. If the event of any vacancy in an AC member resulting in the non-compliance with paragraph 1(i) above, the Board shall fill the vacancy within three (3) months.

d. The Nomination and Remuneration Committee shall review the term of office and performance of the Committee and each of its members annually to determine whether the AC and its members have carried out their duties in accordance with the Terms of Reference.

2. MEETINGS

i. Frequency of meetings

a. Meetings shall be held no fewer than four (4) times a year. However, additional meetings may be called at anytime depending on the scope of activities of the Committee. In the event issues requiring the Committee’s decision arise between meetings, such issues may be resolved through written resolutions of the Committee. Such written resolution in writing shall be valid and effectual if it is signed or approved by letter, facsimile or any electronic means by a majority of the Committee members pursuant to the Constitution of the Company.

b. Other Board members, senior management, internal and external auditors may be invited to attend meetings.

c. Prior notice shall be given for all meetings.

ii. Quorum

The minimum quorum for the meeting is two (2) members of the Committee, a majority of members present must be Independent and Non-Executive Directors.

iii. Secretary

The Company Secretary shall be the secretary of the Committee. The Secretary shall circulate the notice and minutes of the Committee to all members of the Committee.

iv. Minutes of the Committee Meeting

Every meeting of the Committee must be recorded either by the Company Secretary or any other person approved by the Committee to take minutes and such minutes must be signed by the Chairman of that meeting or by the Chairman of the next succeeding meeting as evidence of the proceedings that the meeting was duly convened and held.

3. FUNCTIONS

The functions of the Committee are to review the following and report the same to the Board:

External Auditors

i. To consider any matters concerning the appointment and re-appointment, the audit and non- audit fees and any questions of resignation or dismissal of external auditors; and further ensure the suitability, objectivity and independence of external auditors.

ii. To review with the external auditors:

a. Their audit plan, scope and nature of the audit of the Group;

b. Their evaluation and findings of the system of internal controls and the audit reports on the financial statements;

c. The management letter and management’s response with regard to problems and reservations arising from their audits;

d. any other matters that the external auditors may wish to discuss (in the absence of management where necessary).

iii. To review the assistance given by the management and employees of the Group to the external auditors.

iv. To review the external auditors’ management letter and management’s response.

v. To review any letter of resignation from the external auditors of the Company.

vi. To evaluate the performance of External Auditors for each financial year.
vii. To review whether there is a reason (supported by grounds) to believe that the Company’s external auditors are not suitable for re-appointment.

viii. To recommend the nomination of a person or persons as external auditors.

Internal Audit Function

i. To review and assess the adequacy of the scope, functions, competency, experience and resources of the internal audit functions of which the internal auditors should report directly to the Committee. The internal auditors must be independent and, objective assurance, and have the relevant qualification and be responsible for providing assurance to the Committee that the internal controls are operating effectively.

ii. To review the internal audit plan, processes, the results of the internal audit assessments, or investigation undertaken and whether or not appropriate action is taken on the recommendations are made.

iii. To review the adequacy and effectiveness of the Group’s internal control systems and risk management framework, anti-corruption and whistle-blowing as evaluated, identified and reported by the management, internal or external auditors as well as to review whether actions taken to ratify the same are appropriate or in a timely manner.

iv. To evaluate the performance of the Internal Auditors for each financial year.

Financial Reporting

i. To review the quarterly and year-end financial statements of the Company and its subsidiaries (“Group”), before the approval by the Board, focusing particularly on:

a. any changes in or implementation of major accounting policy changes;

b. significant matters highlighted including financial reporting issues, a significant judgement made by management, significant unusual events or transactions, and how these matters are addressed; and

c. compliance with accounting standards and other legal requirements.

Sustainability

To perform the following in relation to sustainability:

i. oversee and review the development and implementation of the Company’s sustainability vision, strategy, framework, initiatives, policies and practices, and explore ways to incorporate them into the Company’s overall operations and business goals;

ii. regularly review the sustainability framework of the Company which is grounded in the Environmental, Social and Governance (ESG) pillars, to ensure its alignment with evolving local and global sustainability trends and developments, while also confirming its feasibility within the Company’s existing resources and capabilities; and

iii. to assist the Board with regard to the disclosures in the Sustainability Statement to be included in the Company’s Annual Report.

Related Party Transactions and Conflict of Interest Situations

i. To review any related party transaction and conflict of interest situation that arose, persist or may arise within the Company or the Group including any transaction, procedure, or course of conduct that raises questions of management integrity, and the measures taken to resolve, eliminate, or mitigate such conflicts.

ii. To review and assess all disclosure of conflicts of interest by the Directors, Key Senior Management and legal representative(s) appointed by the Company, to evaluate their nature, significance, and potential impact on the Group. During the process of evaluating and handling the conflict of interest, the Committee has the authority to seek independent advice or opinions to aid in their evaluation.

iii. To review the adequacy of the arrangements within the Group when dealing with any conflict of interest.

iv. To review and recommend appropriate measures, such as reassignment, termination, or other actions if the disclosed conflict poses a significant risk to the Group.

Compliance and Other Matters

i. To review, assess and monitor the performance, suitability, objectivity and independence of the internal and external auditors.

ii. To carry out such other functions or assignments as may be delegated by the Board from time to time.

4. RIGHTS OF THE COMMITTEE

The Committee is authorised by the Board to investigate any activity within its term of reference at the cost of the Company. The Committee shall have the following rights:

i. To secure full and unrestricted access to any information pertaining to the Group;

ii. To communicate directly with the external and internal auditors and all employees of the Group;

iii. To seek and obtain independent professional advice and to secure the attendance of outsiders with relevant experience and expertise as it considers necessary; and

iv. To convene meetings with the external and internal auditors or both excluding the attendance of other directors and employees of the Company, whenever deemed necessary.

5. COMMUNICATION TO THE BOARD

i. The minutes of each Committee meeting shall be tabled to the Board for notation.

ii. The Committee may from time to time submit to the Board its recommendation on matters within its purview, for the Board's decision.

iii. Where the Committee is of the view that a matter reported by it to the Board has not been satisfactorily resolved resulting in a breach of the Main Market Listing Requirements (as the case may be) of Bursa Securities, the Committee must promptly report such matter to Bursa Securities.

6. GENERAL MEETINGS

The Chairman of the Committee should attend the general meetings to answer to questions relating to the Committee’s activities.

7. REVIEW OF TERMS OF REFERENCE

These Terms of Reference may be revised or amended from time to time as and when required to meet good corporate governance practices.

All amendments to the Terms of Reference of the Committee must be approved by the Board.

The Terms of Reference shall be made available for reference on the Company’s website at

www.nctalliance.com.

This Terms of Reference was reviewed and updated by the Board of the Company on 28 November 2023.

1. COMPOSITION OF MEMBERS

The composition of Nomination and Remuneration Committee of NCT Alliance Berhad (formerly known as Grand-Flo Berhad)(“the Company”) (“NRC” or “Committee”) shall be appointed by the Board of Directors of the Company (“Board”) from among its members and comprising exclusively of Non-Executive Directors, a majority of whom must be Independent Non-Executive Directors.

2. CHAIRMAN

The Committee shall elect a Chairman from amongst its members who shall be an Independent Non-Executive Director and the elected Chairman of the Committee shall be approved by the Board.

In the event, the elected Chairman is not able to attend the Committee meeting, a member of the Committee shall be nominated as Chairman for the meeting.

3. MEETINGS OF THE COMMITTEE

Meetings

The Committee may meet together for the despatch of business, adjourn and otherwise regulate their meetings, at least once a year or more frequently as deemed necessary. In the event issues requiring the Committee’s decision arise between meetings, such issues shall be resolved through written resolution. Such written resolution in writing shall be valid and effectual if it is signed or approved by letter, facsimile or any electronic means by a majority of the Committee members.

For the Committee’s meetings (except in the case of an emergency), reasonable notice shall be given in writing to all the members of the Committee.

Other Board members and Senior Management may be invited to attend the Committee meetings.

• Quorum

A minimum of two (2) members shall form the quorum

• Secretary of the Committee

The Company Secretary shall be the secretary of the Committee.

• Minutes of the Committee Meeting

Every meeting of the Committee must be recorded either by the Company Secretary or any other person approved by the Committee and such minutes must be signed by the Chairman of that meeting or by the Chairman of the next succeeding meeting as evidence of the proceedings that the meeting was duly convened and held.

4. FUNCTIONS

The functions of the Committee are as follows:

For Nomination

i. To review the size, structure, balance and composition of the Board and the Board Committees.

ii. To recommend and nominate suitably qualified candidates for the Board in terms of appropriate balance of skills, expertise, attributes and core competencies, taking into consideration the character, experience, integrity, competence and time commitment prior to the appointment. The Committee may utilise independent source to identify a suitably qualified candidate.

iii. To evaluate the required mix of skills, experience, core competencies, diversity (in terms of age, cultural background and gender) of the Board, the Board Committees and the contribution and performance of the individual Directors for the effective and efficient functioning of the Board and the Board Committees.

iv. To appraise each individual Director and Chairman of the Board including Independent Non-Executive Directors as well as the Group Managing Director (“GMD”) in terms of their experience, knowledge, credibility and credentials, and assess their effectiveness and contribution in carrying out their obligations and duties as a Board member of the Company. All assessments and evaluations carried out by the Committee in the discharge of all its functions should be properly documented.

v. To examine the ability of each Director to contribute to the effective decision-making process of the Board and ensure that the Board is functioning actively, efficiently and effectively in all its decision making.

vi. To review annually, the term of office and performance of the Audit Committee and each of its members whether such Audit Committee and each of its members to determine whether such Audit Committee and members have carried out their duties in accordance with their terms of reference.

vii. To evaluate annually the effectiveness of the Board and the Board Committees as a whole for assessing the contribution to the effectiveness on the decision-making process of the Board.

viii. To recommend to the Board concerning the re-election/re-appointment of Director to the Board pursuant to the Company’s Constitution.

x. To oversee the development of succession planning of the Board and Senior Management.

xi. To carry out such other functions or assignments as may be delegated by the Board from time to time.

For Remuneration

i. To review and recommend to the Board the appropriate remuneration packages for the GMD, Executive Director(s), Non-Executive Directors and Senior Management of the Company, with or without other independent professional advice or other outside advice.

ii. To formulate policies, guidelines and set criteria for remuneration packages for the Directors and Senior Management of the Company.

iii. To ensure that the Directors are fairly and appropriately remunerated according to the general market sentiments or conditions.

iv. To determine the composition of the various types of components of remuneration such as basic salary, bonus and other benefits in kind for the GMD and Executive Director(s) of the Company.

v. To ensure all necessary actions are taken expediently by the Board to offer appropriate rewards, benefits, compensation and remuneration and to ensure that the levels of remuneration are sufficiently attractive to retain Directors and structuring the remuneration packages to link rewards to the individual performance.

vi. To ensure that all remuneration packages and benefits given to the Directors comply with the Company’s Remuneration Policy and any other laws, rules, requirements, regulations and guidelines set by the relevant authorities and the Board from time to time.

vii. To review and if deemed appropriate, endorse for the Board’s approval, the annual bonus/incentive and salary increment framework for the Group, as recommended by the GMD, including the total quantum of payment.

viii. Any other function that may be delegated by the Board which would be beneficial to the Company and ensures the effective discharge of the Committee’s duties and responsibilities.

ix. To carry out such other functions or assignments as may be delegated by the Board from time to time.

5. REPORTING RESPONSIBILITIES

i. The Committee Chairman shall report to the Board on its proceedings after each meeting on all matters within the scope of its duties and responsibilities.

ii. The Committee shall make whatever recommendations to the Board it deems appropriate, on any area within its terms of reference and/or where action or improvement is needed.

iii. The Committee shall report to the Board on its activities, based on its Terms of Reference.

6. GENERAL MEETINGS

The Chairman of the Committee to attend the general meetings to answer to questions relating to the Committee’s activities.

This Terms of Reference was reviewed and updated by the Board of the Company on 7 September 2021.

1. INTRODUCTION

NCT Alliance Berhad (“NCT” or “the Company”) and its subsidiaries (“the Group”) are committed to the highest standard of corporate governance and business integrity.

In recognising the abovementioned values, the Group provides avenue for all employees of the Group and members of the public to raise concerns or disclose any improper conduct within the Group and to take appropriate action to resolve them effectively.

2. OBJECTIVES

The intended objectives of this policy are:

• To provide avenues for employees to raise genuine concerns or allegation through the appropriate channels upon discovery of possible misconduct.

• To ensure the protection to individual who reports the concern or allegation in good faith in accordance with the procedures.

• To encourage and develop a culture of openness, accountability and integrity.

• To enable Management to be informed at an early stage about acts of misconduct.

3. SCOPE OF THE POLICY

This Policy applies to the Group.

All Directors and employees of the Group working at all levels and grades, shareholders and any third parties associated with the Group, which may include but not limited to customers, suppliers, contractors, agents, consultants, outsourced personnel, distributors, advisers, government and public bodies including their advisors, representatives and officials are encouraged to report or disclose through established channels, concerns about any violations of the Code of Ethics and Conduct of the Group, including, but not limited to the following:-

• Fraud or Dishonesty;

• Breaches of Policies, Procedures and applicable laws and regulations;

• Bribery or Corruption;

• Abuse of Power;

• Conflict of Interest;

• Insider Trading;

• Criminal breach of trust;

• Sexual Harassment;

• Misuse of confidential information; and/or

• Other acts of wrong doing.

4. ACTING IN GOOD FAITH

The Group expects all parties to act in good faith and have a reasonable belief that the information and any allegations in it, are sustainably true and not acting for personal gain. Any anonymous whistle blower will not be entertained. However, the Group reserves its right to investigate into any anonymous disclosure. If allegations are proven to be malicious, parties responsible may be subject to appropriate action, up to and including legal action, where applicable.

5. CONFIDENTIALITY

The identity of whistle blower will be kept confidential. Consent of whistle blower will be sought should there be a need to disclose identity for investigation purposes.

6. PROTECTION

The Group assures the whistle blower who raises issues of concern that he/she will be protected from interference with his/her lawful employment or livelihood, including discrimination, discharge, demotion, suspension, disadvantage, termination or adverse treatment in relation to his/her employment ,career, profession, trade or business or the taking of disciplinary action as a result of his/her reporting, provided the report is made in good faith and without malice. Any party that retaliates, including harassment and victimization, against whistle blower who has reported allegations in good faith may be subject to appropriate action, up to and including legal action, where applicable.

7. REVOCATION OF POLICY

The protection stated in above shall be revoked by the Group if:

• The whistle blower himself/herself has participated in the improper conduct, wrongdoings, corruption, fraud and/or abuse;

• The whistle blower made his/her disclosure without good faith;

• The disclosure was frivolous or vexatious; or

• The disclosure was made with the intention or motive to avoid dismissal or other disciplinary action against the whistle blower himself/herself.

8. ACTION

All reports will be investigated promptly by the person receiving the report or disclosure. If required, assistance from other resources within the Group can be sought. Upon completion of investigation, appropriate course of action will be recommended to the Audit Committee of the Company (“AC”) for their deliberation. The decision taken by the AC will be implemented immediately. Where possible, steps will also be implemented to prevent a similar situation arising.

9. WHISTLE BLOWING REQUIREMENTS

The reports should be submitted together with the following information:-

• Details of the whistle blower (strongly encouraged, even though whistle blower may choose to remain anonymous)

• Type of activity/conduct

• Details of suspected personnel involved

• Details of incident (including date, time and location of incident)

• Any supporting/documentary evidence

10. REVERTING TO COMPLAINANT

The whistle blower will be informed on the progress and status of the investigation, however the Group reserves the right not to inform the whistle blower of the precise action plan and/or the outcome of the investigation as this may infringe a duty of confidentiality owed to someone else.

11. WHISTLE BLOWING CHANNEL

The established channels for whistle blowing reporting are as follows:

(i) Any concern should be raised with the immediate superior. If for any reason, it is believed that this is not possible or appropriate, then the concern should be reported to the Group Managing Director as follows:

By Email : ncyap@nctalliance.com

By Mail: Strictly Confidential

NCT Alliance Berhad

Menara NCT, No. 2, Jalan BP 4/9, Bandar Bukit Puchong,

47100 Puchong, Selangor Darul Ehsan

Attention: Group Managing Director

(ii) If for any reason, it is believed that reporting to Management is a concern or not possible or appropriate, then the concern should be reported to the Chairman of AC as follows:

By Email : allenyap@nctalliance.com

By Mail: Strictly Confidential

NCT Alliance Berhad Third Floor, No. 77, 79 & 81,

Jalan SS21/60, Damansara Utama,

47400 Petaling Jaya, Selangor

Attention: Audit Committee Chairman

12. REVIEW OF THE POLICY

This Policy will be reviewed at least once every three (3) years to ensure its effectiveness and consistency with the governing legislation and regulatory requirements, or more frequently should there be material changes to the said legislation and regulations or circumstance of the business, if any.

13. BOARD APPROVAL

This Policy was reviewed and revised by the Board of Directors of the Company on 22 August 2023.

1. INTRODUCTION

1.1 The Company and its subsidiaries (collectively, the “Group”) are committed to ethical, transparent and responsible business practices.

1.2 This Anti-Bribery and Anti-Corruption Policy (“Policy”) will be regularly reviewed and updated to capture changes in the applicable legislation and regulatory requirements, reputational demands and changes in the business.

1.3 This Policy shall be read in conjunction with the Company’s Code of Ethics and Conduct and Whistleblowing Policy and the Malaysian Anti-Corruption Commission Act 2009.

2. OBJECTVE

2.1 This Policy sets out the Company’s position on matters pertaining to bribery and corruption that may be encountered by our Directors and Personnel in the course of business for the purpose of providing guidance in dealing with and preventing acts of bribery and corruption.

3. SCOPE

3.1 This Policy applies to –

(i) the Group and all of its Directors, Personnel and Intermediaries; and

(ii) the Group’s business dealings with private and public sector entities, including their Directors, Personnel and Intermediaries; and

(iii) all jurisdictions in which the Group operates.

3.2 Should the provisions of this Policy conflict with a mandatory law, the law shall prevail.

4. ABBREVIATIONS AND DEFINITIONS

4.1 The following abbreviations and definitions are used in this Policy:

5. ANTI-BRIBERY AND ANTI-CORRUPTION STATEMENT

5.1 The Group advocates a zero tolerance towards all forms of bribery and corruption. Corrupt activities also include the abuse of power, breach of trust, collusion, embezzlement, extortion, fraud, money laundering and trading in influence.

5.2 In the event of an investigation into corruption involving the Group, we shall ensure our full co-operation with the enforcement agencies and other competent authorities.

5.3 This Policy builds on the principles contained in our Code of Ethics and Conduct.

5.4 Compliance with this policy is compulsory. The Group’s personnel will not be penalised or suffer other consequences for refusing to pay or receive bribes or indulge in any other illicit behaviour even if such refusal results in the loss of business or any other adverse impact upon the Group’s operations.

5.5 The Group may conduct due diligence on personnel in Exposed Positions to safeguard the interests of the Group.

6. CONFLICT OF INTERESTS

6.1 Situations in which personal interest could come into conflict with obligations or duties owed to the Group should be avoided or dealt with accordingly.

6.2 Directors and Personnel must not use their position, official working hours, the Group’s resources and assets for personal gain (including for the benefit of their family or friends) or to the Group’s disadvantage.

6.3 The Code of Ethics and Conduct includes the following provisions to be observed by all Directors and Personnel:

• Not misuse information gained in the course of duties for personal gain or for political purposes.

• Uphold accountability and act in good faith and in the best interests of the Company and the Group.

• Ensure the protection of the Company's legitimate business interests, including corporate opportunities, assets and confidential information.

• Declaration of any personal, professional or business interests that may conflict with responsibilities.

6.4 Should Directors or Personnel encounter a conflict-of-interest situation, they are required to disclose the said situation.

7. DECLARATION OF ASSETS

7.1 In the event of suspicious behaviour, allegations and/or investigations relating to bribery or corruption, Group Human Resources reserves the right to request the relevant Directors and Personnel to declare information regarding the assets owned by them as deemed necessary.

8. SPONSORSHIPS, DONATIONS AND POLITICAL CONTRIBUTIONS

8.1 Donations may be permissible depending on the circumstances and should be made directly to an official entity and be capable of being publicly disclosed.

8.2 Donations and sponsorships must not be made to influence business decisions or to cover up undue payments or bribery.

8.3 The provisions relating to donations and sponsorships also apply to any CSR contributions.

8.4 Written or verbal approval, on a case-by-case basis, must be obtained from the Group Managing Director/Group Executive Director and/or Executive Director before the Group’s funds or resources may be utilised for any direct or indirect political contributions.

8.5 All donations, sponsorship payments and political contributions must be accurately reflected in the Group’s accounting books and records, be permitted by the applicable law and be capable of being publicly disclosed.

9. FACILITATION PAYMENTS

9.1 Facilitation payments are strictly prohibited by the Group. Personnel must immediately notify and consult their immediate superior when faced with a request for such a payment.

9.2 The Company recognises that, in exceptional circumstances, a facilitation payment may be an immediate recourse to protect the safety of an employee. In such situations, the prior approval of the Group Managing Director/Group Executive Director/ Executive Director is required or, in an emergency, retroactively as soon as possible after the payment.

10. FINANCIAL AND NON-FINANCIAL CONTROLS

10.1 The Company adopts a clear separation of duties for all job functions whether they are financial or non-financial in nature.

10.2 There must be at least two (2) levels of checking for jobs of a non-financial nature, i.e. the job performer and the checker.

10.3 For financial-related jobs, there must be at least three (3) levels of checking, comprising the job performer, the checker and the approver.

10.4 Where the financial activity involves disbursement or payment of funds, multiple signatories are required.

10.5 The effectiveness of our financial and non-financial internal controls is periodically reviewed by our internal audit function.

11. GIFTS, HOSPITALITY AND TRAVEL

11.1 GHT must not be offered or accepted to influence business decisions.

11.2 The soliciting or receiving of Personal Gifts, cash or cash-equivalents, which may include discount vouchers, coupons, commissions, shares etc., from external parties is strictly prohibited.

11.3 Any Personal Gift which violates this Policy must be politely declined or returned with an explanatory note from the affected Director or Personnel thanking the third party but politely explaining that the Policy prevents them from accepting Personal Gifts.

11.4 Reasonable business-related GHT is allowable provided the following criteria are satisfied:

(i) They must be capable of being disclosed;

(ii) They do not give rise to a conflict of interests;

(iii) They are not offered or accepted when there is a pending business decision;

and

(iv) They are moderate and not so frequent that it places the recipient under an obligation.

11.5 Directors and Personnel must comply with all applicable laws and regulatory requirements related to business-related GHT in all countries in which the Group operates.

11.6 Directors and Personnel should avoid offering or accepting GHT from government officials. Where deemed appropriate, a Corporate Gift and not a Personal Gift may be given for a specific purpose. GHT must be reasonable and in accordance with the rank of the government officer so as to avoid the impression of the creation of an obligation on the part of the government official.

11.7 All offers and acceptance of GHT involving government officials must be declared in the register.

12. BUSINESS ASSOCIATES

12.1 All Business Associates are expected to abide by ethical business practices and avoid corrupt practices, including bribery.

12.2 Appropriate due diligence including background checks and a document verification process must be undertaken on any Business Associate and the duly completed declaration form as per Annexure 2 submitted by the said Business Associate before entering into a business relationship.

12.3 Where practicable, contractual clauses are included to enable the Group to terminate any contract in which bribery or corruption has been identified.

12.4 All Business Associates acting on behalf of the Group must contractually agree to abstain from bribery and corrupt practices.

12.5 If there are suspicions of bribery and corruption on the part of Business Associates in their dealings with the Group, we reserve the right to seek an alternative supplier for the goods or services.

13. MONEY LAUNDERING

13.1 The Group’s Personnel are prohibited from being directly or indirectly involved in money-laundering activities.

13.2 This section should be read in conjunction with the Company’s Anti-Money Laundering and Countering Financing of Terrorism Policy.

14. PROCUREMENT

14.1 Obtain the profile of the tenderer by referring to the relevant corporate documents if it is a new Business Counterparty or refer to the Company database.

14.2 Review the tenderer’s ability by preparing the Prequalification Report. The parameters of the assessment include:

• Year of establishment, business registration validity and other registrations (e.g.CIDB).

• Financial data and status (e.g. paid-up capital).

• Project track record and current workload.

14.3 Prepare the recommended list of tenderers for top management’s approval based on the advice given in the Prequalification Report.

14.4 Seek Expressions of Interest from tenderers based on the approved list of tenderers. At least three (3) quotations / bids must be obtained for each contract tendered out except where special skills or specific products are required or options are constrained due to but not restricted to geographical limitations.

14.5 Issue the tender document to the interested tenderers with all the terms and conditions listed.

14.6 Tenderers have to submit the tender bid by the instructed date and time.

14.7 Conduct the tender opening with the presence of top management or their appointed representative(s).

14.8 Prepare the tender report, which contains a review of the tenderer’s submission for the commercial and technical parts.

14.9 Conduct the tender interview to do the necessary clarification and undertake a site visit to the tenderer’s on-going project as and when required.

14.10 Where applicable, tenderers have to submit the revised tender bid with the requested documents by the instructed date and time.

14.11 Prepare a supplementary tender report, containing a review of the tenderer’s revised submission and a review of the tenderer’s work-management capability based on the site visit.

14.12 Prepare the necessary tender clarification to resolve all the technical issues, where applicable.

14.13 Prepare the summary of tenders received and present it to the top management or their appointed representative(s) upon the resolution of any technical issues.

14.14 Arrange for the commercial negotiation and issue the letter of award.

15. APPOINTMENT OF DIRECTORS AND RECRUITMENT OF PERSONNEL

15.1 The members of the Board are appointed in a formal and transparent practice in accordance with the Code.

15.2 The Nomination Committee is responsible for making recommendations for appointments to the Board and will assess the suitability of an individual by taking into account his/her skills, knowledge, expertise, experience, professionalism, integrity and/or other commitments.

15.3 The Company’s recruitment, training, performance evaluation, remuneration, recognition and promotion policies for all its Personnel are designed with meritocracy and integrity at their core. Favouritism, whereby a person is selected regardless of qualifications or merit for a job because of affiliations or connections, is strictly prohibited.

15.4 Background checks, where necessary, are to be conducted prior to the appointment to key roles.

16. LETTERS OF SUPPORT

16.1 The Company recruits, promotes and awards contracts purely on merit. As such, we are not inclined to consider letters of support in all forms in the decision-making process.

17. CORRUPTION RISK MANAGEMENT

17.1 The Company has established an anti-bribery and anti-corruption committee to manage the implementation of the Policy.

17.2 The role of the committee will include –

• Responsibility for all anti-corruption compliance matters, including the provision of advice and guidance to Directors, Personnel and Business Associates in relation to the anti-corruption programme;

• Post-implementation reviews involving monitoring, measuring analysing and evaluating the performance of the Policy;

• Periodic reporting to the top management and Audit Committee on the performance of the Policy; and

• Monitoring the Company’s legal, regulatory and business environments and risks for changes which will require amendments to the Policy.

• Maintaining records and managing documentation related to the Policy.

17.3 The committee will be allocated adequate resources to operate efficiently.

17.4 The Company will conduct regular risk assessments to identify the bribery and corruption risks facing the business, set anti-bribery and corruption objectives and assess the effectiveness of existing controls in achieving those objectives.

18. TRAINING AND COMMUNICATION

18.1 The Policy is posted on the Company’s intranet and is accessible by all our Directors and Personnel and awareness is reinforced through messages on the Company’s intranet and/or website, emails, newsletters and the Employee’s Handbook,

18.2 Training programmes are to be conducted on the Company’s position on bribery and corruption for all our Directors and Personnel in various formats, including seminars, videos and in-house courses, intranet or web-based programs.

18.3 All our new recruits are required to sign a declaration that they have read and understood and will abide by the Policy. The format of the declaration is as per Annexure 1.

18.4 Our current Directors and Personnel are required to sign the declaration as soon as practicable. It is envisaged that the declaration may be submitted electronically in the future.

18.5 The Human Resources Department will maintain records of the Directors and Personnel who have submitted the declaration to ensure that all the Group’s Directors and Personnel comply with these requirements.

18.6 Intermediaries are required to sign the declaration confirming they have been provided with a copy of the Policy and that they undertake to abide by the provisions of the Policy directly or indirectly applicable to them. The format of the declaration is as per Annexure 2.

19. PERFORMANCE EVALUATION

19.1 Periodic audits will be conducted either internally or by an external party to ensure compliance with this Policy.

19.2 The findings of the audits will be documented and form the basis for any process improvements.

20. REPORTING POLICY VIOLATIONS

20.1 In line with the level of risk, incidences of non-compliance and any risk areas identified by the audit or other means must be reported to the top management and Audit Committee in a timely manner.

20.2. For the Company’s Directors and Personnel, punitive action taken for non-compliance may include disciplinary action up to and including the termination of their services / employment.

20.3 For external parties, penalties for non-compliance could include the termination of the affected contract(s). In the event that the Company’s interests have been harmed by the non-compliance of external parties, legal action may be pursued against such parties.

20.4 Stakeholders who encounter suspected, attempted or actual violations of this policy are encouraged to report such incidents promptly. Our Whistleblowing Policy provides the following whistleblowing channels:

(a) Email: acchairman@nctalliance.com

(b) Post: Strictly Confidential

NCT Alliance Berhad

Third Floor, No. 77, 79 & 81,

Jalan SS21/60, Damansara Utama,

47400 Petaling Jaya, Selangor

 Attention: The Audit Committee Chairman

20.5 The whistleblowing channels may also be used to highlight inadequacies in the anticorruption compliance programme.

20.6 Whistleblowing reports made in good faith, either anonymously or otherwise, will be investigated objectively without the threat of reprisal regardless of the outcome. The confidentiality of the whistle-blower’s identity and the information reported is ensured.

21. PERIODIC REVIEW

21.1 This Policy will be reviewed at least once every three (3) years to ensure its effectiveness and consistency with the governing legislation and regulatory requirements, or more frequently should there be material changes to the said legislation and regulations or circumstance of the business, if any.

22. BOARD APPROVAL

22.1 This Policy was reviewed and approved by the Board on 30 May 2023.

1. PURPOSE

This Nomination and Appointment of New Directors Process and Procedures (“Process and Procedures”) provides guidelines on the process to be undertaken by NCT Alliance Berhad’s (formerly known as Grand-Flo Berhad) (“NCT” or “the Company”) Nomination and Remuneration Committee (“NRC”) and Board of Directors (“Board”) in discharging their responsibilities in terms of the nomination and appointment of new Directors in compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”) and Malaysian Code on Corporate Governance (“MCCG”). The Process and Procedures are administered by the NRC of NCT.

2. BOARD SIZE AND COMPOSITION

The Company shall be led by an effective and experienced Board comprising members who have varied experience in general business and financial aspects, as well as in the technical and operational aspects.

The presence of the Independent Non-Executive Directors on the Board and in meetings ensures that decisions made by the Board remain objective and independent, and the NRC shall discharge their fiduciary duties in due care and act in good faith in the best interests of the Company

The Constitution of the Company provides for a minimum of two (2) Directors. At any one time, at least two (2) or one-third (1/3), whichever is higher, of the Board members are Independent Directors.

3. REPORTING PROCESS

The process for the nomination and appointment of a new Director is summarised as follows:

STEP 1

Evaluation on the Board composition, size and diversity

STEP 2

Candidate search

It can be searched based on the recommendation of the existing Directors, Senior Management staff, shareholders or third-party referrals.

STEP 3

Assessment and evaluation of candidate to be conducted by the NRC

The assessment should be conducted based on the following criteria:

a. skills, knowledge, expertise and experience;

b. professionalism and integrity;

c. gender;

d. Independence; and

e. in the case of candidates for the position of Independent Directors, the NRC shall also evaluate the candidates’ ability to discharge such responsibilities/ functions as expected from Independent Directors;

The NRC would also need to ensure compliance with the Listing Requirements and MCCG requirements and to facilitate the making of informed and critical decisions.

STEP 4

Selection of candidate

a. Potential Director’s skill;

b. Background and competency against the agreed profile:

• Check Conflict of Interest

• Independence

• Number of directorships and/or other commitment

• Fit and proper test

c. Track record preferences and verification check

STEP 5

Recommendation to be made by NRC to the Board

STEP 6

Discussion and decision to be made by the Board on the proposed new appointment

STEP 7

If the proposed appointment is approved:

Invitation or offer to be made to the proposed/potential candidate to join the Board.

If the proposed appointment is rejected:

The whole process will be concluded and/or re-commenced with other recommendation (if any).

Note: The NRC and/or Board may meet the candidate in the nomination and appointment process, if necessary

4. REVIEW AND DISCLOSURE

The Board will review this Process and Procedures from time to time to ensure that this Process and Procedures remain relevant and viable to meet its objective

This Process and Procedures (Version No. 1) are adopted by the Board of the Company on 30 May 2022.

1. INTRODUCTION

The Directors’ Fit and Proper Policy (“Policy”) of NCT Alliance Berhad (formerly known as Grand-Flo Berhad) (“NCT” or “the Company”) and its subsidiaries (“the Group”) is to ensure a transparent and rigorous process for the appointment and re-election of directors of the Group.

This Policy sets out the criteria for the appointment and re-election of Directors of the Group and to ensure compliance with the Main Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”).

2. OBJECTIVE

This Policy serves as a guide to the Nomination and Remuneration Committee of the Company and the Board of Directors (“Board”) in their review and assessment of the potential candidates for appointment to the Board of the Group as well as the retiring Directors who seek re-election at the annual general meeting in compliance with the new Paragraph 15.01A of the Listing Requirements of Bursa Securities.

This Policy aims to ensure that the Directors of the Group comply with Paragraph 2.20A of the Listing Requirements of Bursa Securities who possess the character, integrity, relevant range of skills, knowledge, experience, competence and time commitment to perform their roles and responsibilities with the highest integrity and professionalism as well as to act effectively, honestly and in the best interests of the Group.

3. FIT AND PROPER CRITERIA

Factors for the “Fit and Proper Criteria” to assess the relevant person include but are not limited to the following:

(i) Character and integrity

(ii) Experience and competence

(iii) Time and commitment

3.1 Character and Integrity

(a) Probity

• is compliant with legal obligations, regulatory requirements and professional standards; and

• has not been obstructive, misleading or untruthful in dealings with regulatory bodies or any court of law

(b) Personal Integrity

• 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;

• service contract (i.e. in the capacity of management or Director) had not been terminated in the past due to concerns about personal integrity; and

• 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.

(c) Financial Integrity

• manages personal debts or financial affairs satisfactorily; and

• demonstrates the ability to fulfil personal financial obligations as and when they fall due.

(d) Good Reputation

• is of good repute in the financial and business community;

• has not been convicted for offences nor has any public sanction or penalty been imposed by the relevant regulatory bodies, in managing or governing an entity for the past 5 years; and

3.2 Experience and Competence

(a) Qualifications, training and skills

• possess education qualification that is relevant to the skill set that the Director is earmarked to bring to bear onto the boardroom (i.e. a match to the board skill set matrix);

• has a considerable understanding of the workings of a corporation;

• possesses general management skills as well as an understanding of corporate governance and sustainability issues;

• keeps knowledge current based on continuous professional development; and

• possesses leadership capabilities and a high level of emotional intelligence.

(b) Relevant experience and expertise

• possesses relevant experience and expertise with due consideration given to past length of service, nature and size of business, responsibilities held, number of subordinates as well as reporting lines and delegated authorities.

(c) Relevant past performance or track record for the position of Director

• has a career of occupying a high level position in a comparable organisation and has been accountable for driving or leading the organisation’s governance, business performance or operations; and

• possesses commendable past performance record as gathered from the results of the board effectiveness evaluation.

3.3 Time and Commitment

(a) Ability to discharge role having regard to other commitments

• able to devote time as a board member, having factored in other outside obligations including concurrent board positions held by the Director across listed issuers and non-listed entities (including non-profit organisations).

(b) Participation and contribution in the board or track record

• demonstrates willingness to participate actively in board activities;

• demonstrates willingness to devote time and effort to understand the businesses and exemplifies readiness to participate in events outside the boardroom;

• manifests passion in the vocation of a Director;

• exhibits the ability to articulate views independently, objectively and constructively; and

• exhibits open-mindedness to the views of others and the ability to make a considered judgment after hearing the views of others

4. REVIEW OF THE POLICY

The Board will review this Policy from time to time and make any necessary amendments to ensure they remain consistent with the Board’s objectives, current law and practices. This Policy is made available for reference on the Company’s website.

This Policy (Version No. 1) was reviewed and approved by the Board of the Company on 30 May 2022.

This privacy policy statement (“Privacy Policy Statement”) will explain how we go about using and safeguarding personal information collected from you, or that you provide to NCT Alliance Berhad (200301004972 (607392-W)] (THE COMPANY).

THE COMPANY is committed to ensuring your personal information is protected. THE COMPANY understands and appreciates you are concerned about your privacy and about the confidentiality and security of information we may collect about you. We pledge to fully comply with the requirements of the Personal Data Protection Act 2010 ("PDPA") which came into effect on 15th November 2013.

1. THE APPLICATION OF THIS PDPA POLICY

This PDPA policy (the "Policy") applies to personal data and information with whom we do business and to the management of that data and information in any form, whether electronic or written.

This Policy gives effect to our commitment to protect your personal information and has been adopted by NCT Alliance Berhad or its affiliated or associated companies. References to "NCT Alliance Berhad", "we", "our" and "us" hereinafter, depending on the context, collectively refer to those separate and distinct properties or entities.

2. OUR COLLECTION OF PERSONAL INFORMATION

The term "personal data" in this Policy refers to personal information which is capable of identifying you as an individual. You can visit our website without providing any personal data or information. When we need to collect personal data from you to provide you with a particular service, we will ask you to voluntarily supply us with the information we need. Personal data may be collected to enable us to enter into commercial transaction with you or to deliver the necessary notices, services and/or products in connection with our business. These are relevant in connection with our business process, execution including delivery of notices, services and/or products, client relationship management, planning purposes in connection with future products, new product launches and events including promotional events with business partners within our projects.

3. OUR COMMITMENT TO DATA SECURITY

To maintain the accuracy of your personal data, as well as preventing unauthorised access to and ensuring the correct use of your personal data, we have carried out appropriate physical, electronic and managerial measures to safeguard and secure the personal data we collect. These measures are subject to ongoing review and monitoring. Whilst we make every effort to protect your personal data, no security measures can guarantee that your personal data and information will not be subject to interference, misuse or hacking and we shall not be responsible for any loss, misuse or alteration arising as a result of such incidents.

4. TYPES OF PERSONAL INFORMATION WE COLLECT

The types of personal data that we process include but not limited to:

• your name and address, contact information, Identity Card/Passport, nationality, address, race, gender, date of birth, marital status, resident status, education background, financial background, personal interest, email address, your occupation, your designation in your company, your company details, the industry in which you work in, any information about you which you have provided to us in the registration forms, application forms or any other similar forms and/or any information about you that has been or may be collected, stored, used and processed by us from time to time;

• information derived from cookies (small text files placed on our computer which uniquely identify your browser the next time you visit this NCT Alliance Berhad site, save where you disable cookies or otherwise manage then, or do not use any THE COMPANY services which require cookies to be enabled;

• Information shared with third party social media websites and services through our site (such as Facebook/Twitter) will be governed by their privacy policies. You may also be able to modify your privacy settings with these third party social media web sites;

• Information gathered automatically by our computer systems programmed to gather certain anonymous data to help us understand how this NCT Alliance Berhad Site is being used and how we can improve it. This automatically gathered data included your computer’s IP or “Internet Protocol” address, browser type, browser language, the pages visited, previous or subsequent sites visited, length of user sessions, access status or conditions; and

• Information that is gathered through registration that you specifically give THE COMPANY.

5. HOW WE USE YOUR INFORMATION AND WHOM WE MAY DISCLOSE IT TO

The information that we collect about you is used to help you access or acquire the goods that THE COMPANY provides more easily. THE COMPANY will use reasonable endeavours to keep the information we collect from you confidential. We do not sell, rent, loan, trade or lease the addresses stored in our database to any third parties. We may disclose the personal information, other information or data we collect from you if:

• disclosure of information to our service providers, agents or business partners and affiliates that we work with in connection with our business;

• In circumstances where we believe that disclosure is required under the law, to cooperate with regulators or law enforcement authorities; or to enforce our Terms of Use or other agreements; or to protect our rights, property or safety of THE COMPANY, our customers or others. The foregoing includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk protection;

• In the event that THE COMPANY or substantially all of its assets are acquired by or merged with another, your personal information may become subject to a different privacy policy;

• THE COMPANY may contract with third parties who do analysis and development on our behalf. We may share your information with such a third party provided that such third party uses the information only to perform services as requested by THE COMPANY and agrees to maintain the information as strictly confidential.

• We may also use your information to send you promotional material, which you may find of interest. If you do not wish to receive any such material you may simply choose to "unsubscribe" from our mailing lists and no further material will be sent to you.

6. RIGHTS OF ACCESS AND CORRECTION

You have the right to request to access and correct of your Personal Data in our records (subject always to certain exemptions). We will make every endeavour to ensure that your personal information is accurate and up to date but you are responsible for informing us about changes in your Personal Data and for ensuring that such information is accurate and current.

You may request for access to or correction of your Personal Data or limit the processing thereof by submitting your written request to us via :

• Personal Data Protection Officer

• c/o Corporate Communication Department

• NCT Alliance Berhad

• Menara NCT

• No. 2, Jalan BP 4/9

• Bandar Bukit Puchong

• 47100 Puchong, Selangor

• Tel : +603-8064 3333

• Fax : +603-8064 2217

• Email : enquiries@nctalliance.com

7. STORAGE OF DATA

Any personal information that we collect about customers including email addresses will be kept in a database of the THE COMPANY. THE COMPANY will take all steps reasonably necessary to ensure that the database is treated securely and in accordance with this Privacy Policy Statement, and to protect against unauthorized access to or unauthorized alteration, disclosure or destruction of data.

8. CONSEQUENCES OF REFUSAL / FAILURE TO PROVIDE PERSONAL DATA

The Personal Data provided to us are wholly voluntary in nature. However, should your refusal or failure to provide the Personal Data results in the following, we shall not be held liable for any of the consequences arising therefrom:

• the inability of parties to formalize and/or carry out the relevant agreement or transaction in relation to the sale or tenancy of our property, product and/or services;

• the inability for us to provide you with the information, notices, services and/or products requested;

• the inability for us to update you with the latest product and/or launches and/or services and obtaining your feedbacks on our products and/or services;

• the inability of the relevant third parties to prepare your sale or tenancy or loan documents in relation to the sale or tenancy of our property, product and/or services;

• the inability of the relevant third parties to process or grant financial loans applied for in relation to the purchase of property

9. INCONSISTENCY

In the event of any inconsistency between the English language version of the Personal Data Protection Notice and its corresponding Bahasa Malaysia language Personal Data Protection Notice, the terms in the English language version Notice of this Policy shall prevail.

10. THIRD PARTY CONSENT

In the event you have provided personal data of third parties (e.g. your emergency contact person, tenant, authorised representatives, contractors, lawyers, financiers) to us, we rely on you to have sufficiently obtained the prior consent of such third parties to allow us to process their personal data in relation to the Purpose.

11. CHANGES TO OUR PERSONAL DATA PROTECTION POLICY

We may, from time to time, without prior notice to you, be required to change our Personal Data Protection Policy to comply with or be consistent with changes in applicable law and regulations as well as our business operations or policies. As such, we encourage you to check our Personal Data Protection Policy at this website from time to time.

The Policy was recommended and approved on 15 September 2022.