Corporate Governance

Section A - Disclosure on Malaysian Code on Corporate Governance

Section B - Disclosures on Corporate Governance Practices Persuant Corporate Governance Guidelines Issued by Bank Negara Malaysia

The Board of Directors ("Board") of Focus Point Holdings Berhad ("Focus Point" or "the Company") regards corporate governance as important principles and best practices to be upheld, and will continuously implement and carry out good governance practices throughout the Company and its subsidiaries ("Group"), with the ultimate objectives to enhance the Group's business prosperity and corporate accountability and to protect and enhance shareholders' value.

The CCE for Directors and Senior Management is formulated to enhance the standard of corporate governance and corporate behaviour with the intention of achieving the following aims:

1. To establish a standard of ethical behaviour for Directors and Senior Management based on trustworthiness and values that can be accepted, are held or upheld by any one person.
2. To uphold the spirit of responsibility and social responsibility in line with the legislation, regulations and guidelines for administrating a company.

The Constitution of the Company provides the shareholders with several basic right. The following are the rights of the shareholders relating to general meetings as extracted from the Company's Constitution:-

1. Member of the Company may appoint a proxy and/or Representative of Member to exercise his rights to attend, participate, speak and vote for the Member at a General Meeting. A proxy may but need not be a Member of the Company.

The basic principles of our efforts in adopting sustainable strategies are:

1. To take into consideration sustainability context in all relevant decision making;
2. To be more efficient in our use of energy and water as precious resources and to reduce wider environmental impacts associated with their use;
3. To be more efficient in our use of resources like paper, office consumables and other resources in our business operations and other activities;

Recital
- Practice 4.5 of the Malaysian Code on Corporate Governance 2021 ("MCCG 2021") recommends that the Board should establish a policy formalising its approach to boardroom diversity. The Board through its nominating committee should take steps to ensure that women candidates are sought as part of its recruitment exercise. The Board should explicitly disclose in the annual report its diversity policies and targets and the measures taken to meet those targets.

- The purpose of this Board Diversity Policy is to set out the approach to diversity on the Board of Directors of FPHB.

Focus Point Holdings Berhad ("FPHB") is committed to create value and contribute to society's progress and development through our business activities. As a responsible corporation, we will commit to conduct our business activities with integrity, a law-abiding spirit and the highest ethical standards.

This Whistleblowing Policy aims to establish a robust, transparent and accountable communication channel for Employees and Stakeholders of our company to voice their concerns in an effective, responsible and secured manner when they become aware of actual or potential wrongdoings that will cause us to fall short of our social and corporate responsibilities; and enable us to take swift, fair and effective corrective actions that will enable us to comply with our social and corporate responsibilities and maintain the support and trust of Employees and Stakeholders.

President & CEO's statement on Anti-Corruption:

"Focus Point conducts its business professionally with highest level of integrity. The Board of Directors and I personally are committed to conduct the business in accordance with all applicable anti-bribery laws and do not condone any bribery or corruption".

Composition of the Audit Committee ("AC")

1. The AC shall comprise no fewer than 3 members.
2. All members of the AC must be Non-Executive Directors.
3. Majority of the AC mustl be Independent Non-Executive Directors.

The Board

1. The Board of Directors of the Company ("the Board") has adopted a fit and proper policy for the appointment and re-election of Directors ("Policy") of the Company and its subsidiaries ("Group").
2. This Policy will enhance the governance of the Company in relation to the Board's quality and integrity, as well as ensure that each of its Directors has the character, experience, integrity, competence, time and commitment to effectively discharge his role as a Director.
3. The Board shall ensure that the fit and proper criteria on the appointment and re-election of Directors of the Group set out in Paragraph 2 are applied on a continuing basis.
4. The Board and the Nomination Committee shall conduct the fit and proper assessment prior to the appointment of any candidate as a Director

Introduction

This Remuneration Policy set out the procedures for the Board of Directors and Remuneration Committee of Focus Point Holdings Berhad ("Company") to determine the remuneration package of its Directors and Senior Management.