The objectives of the DCOI Policy are:

• To guide the Director in identifying and handling potential/actual conflicts of interest involving the Director with external parties.
• To set out the disclosure obligations of each Director concerning Conflict of Interest (“COI”) and the procedures to be followed should a conflict of interest arise.
• To assist the Director to discharge his/her duties in line with high ethical and integrity standards, while performing their official duties and responsibilities for KPS Group.
• To protect KPS Berhad interest and ensure that any situation that would give rise to a COI is adequately reported and managed in accordance with the regulatory requirements.

The guiding principle of the DCOI Policy is under the relevant laws and/or regulations of Malaysia in conjunction with all the relevant policies at the respective entity within the KPS Berhad Group, but not limited to the following:

• Companies Act 2016
• MMLR of Bursa Securities
• Malaysian Code on Corporate Governance (“MCCG”)
• Bursa Malaysia Corporate Governance Guide 4th Edition (“Bursa CG Guide”)
• Whistleblower Protection Act 2010
• KPS Berhad Constitution
• KPS Berhad Board Charter
• KPS Berhad Directors’ Code of Conduct
• KPS Berhad Board Audit Committee (“BAC”) TOR
• KPS Berhad Code of Business Ethics (“COBE”)
• KPS Berhad Financial Authority Limits and Delegation of Authority (“FAL”)
• KPS Berhad Anti-Bribery and Corruption Policy (“ABC Policy”)
• KPS Berhad Compliance Policy
• KPS Berhad Related Party Transactions Policy
• KPS Berhad Whistleblowing Policy

The DCOI Policy shall apply to the Directors of KPS Berhad and its subsidiaries.

The term “COI” describes any circumstances that could cast doubt on the Director’s ability to act with total objectivity regarding the Company’s interest and statutory duties. No Director shall knowingly place themself or their family members in a position that would conflict with the interest or statutory duties of the Company such as follows:

• Interest in Person/Entity that has Dealing with KPS Group.
• Directorship/Employment with other Companies that have Dealings with KPS Berhad Group.
• Director in a Position to Influence Decision-Making.
• Conduct Activities Inconsistent with Company’s Best Interest.
• Compensation from Non-Company Sources.
• Confidential Information, Personal Data and Intellectual Property.
• Opportunities related to Company’s Business for Personal Gain.
• Personal Use of Company Assets.
• Loans.
• Directorships in Common.
• Acceptance of Entertainment, Gifts, Meals and Benefits from Any Person or Parties/Agents or Organization Connected to KPS Berhad Group.

The Director is required to always declare and notify the nature and extent of any COI, such as name of company, number of shares, percentage of shareholding, relationship, in which the Director has COI the Board/BAC and the Company Secretary in writing or electronic means such as email as soon as practicable, whether direct or indirect or whether actual or potential, with the Company or its subsidiaries. Thereafter, the Company Secretary to table the COI matter to the Board at its meeting.

To further strengthen the COI disclosure, the following procedures will be implemented:

• The Company Secretary to remind all Directors to make a declaration/disclosure on COI matters via email or in writing upon issuance of the Notice and Agenda of the respective Board/Board Committee (“BC”) meetings.
• The Chairman of the Board/Chairman of the meeting is advisable at every meeting of the Board/BC, i.e., before the commencement of the agenda items to remind the Directors to make a declaration/disclosure should there be any COI based on matters tabled at the particular Board/BC meetings.
• All directors are required to make an annual declaration of COI via the form on Annual Declaration of COI.