Corporate Governance > Corporate Disclosure Policies and Procedures

Definitions
Act Companies Act, 1965
AGM Annual General Meeting
Board Board of Directors of CMS
Bursa Securities Bursa Malaysia Securities Berhad
CMS or Company Cahya Mata Sarawak Berhad
CMS Group CMS and its subsidiaries
Company Secretarial Company Secretarial Department of CMS
Corporate Communications Corporate Communications Department of CMS and/or any CMS staff assigned to handle the Corporate Communications aspects of the CMS Group’s investor relations (as appropriate)
Director(s) A member of the Board of CMS
Group AC Group Audit Committee
Group CFO Group Chief Financial Officer of CMS
Group ED Group Executive Director of CMS
Group Finance Group Finance Department of CMS
Group MD Group Managing Director of CMS
Group RC Group Risk Committee
LOA Limits of Authority
Policy CMS Corporate Disclosure Policies and Procedures
Spokesperson(s) Primary or Secondary Spokesperson(s) as defined in Section 6
Top Management Group ED, Group MD and Group CFO
  • INTRODUCTION As a public-listed company, CMS is obliged to provide information about itself, how it is governed, its operations, financial condition and future prospects. This information is directed to a diverse audience of shareholders, stakeholders and the public generally. The aim is to fairly and accurately represent the Company, so that investors and potential investors can make properly informed investment decisions and others can have a balanced understanding of the Company and its objectives.
    This Policy sets out how CMS will meet these obligations. In formulating this Policy, the Company has taken into account the recommendations contained in the Malaysian Code on Corporate Governance 2012 and its disclosure obligations contained in the Listing Requirements of Bursa Securities which the Company is bound to comply. The Policy will be updated as deemed necessary by the Board.
    This Policy serves the following purposes:

    • To provide an internal framework of processes and procedures around which the programme is structured.
    • As a statement to the Company’s shareholders and other stakeholders on how the Company intends to keep them informed of material developments and maintain effective communications with them.
    • To ensure that communication to the investing public about CMS is:
      • Timely, clear, factual and accurate; and
      • Broadly disseminated in accordance with all applicable legal and regulatory requirements.
      • To ensure that communication to the investing public about CMS is:

      CMS’ Corporate Disclosure programme is designed to be proactive and interactive. It shall be driven by the following principles:

      • The Company will report its financial results and material developments to Bursa Securities, its shareholders and other stakeholders in an open and comprehensive manner.
      • The Company will communicate only through its designated spokespersons.
      • The Company’s website will be used as an additional communication channel.
      • The Company will proactively and promptly address reports and rumours to avoid unnecessary speculation in its securities.
      • The Company will give reasonable access to analysts and the media to help them have an informed opinion of the Company but will not seek to influence those opinions.
    • TO WHOM DOES THE POLICY APPLY? CMS Group Boards and staff.
      • WHAT DOES THIS POLICY COVER? Material information concerning the Company (see Section 7 below), contained in either written or oral communications, including the following:
        • Reports and documents provided to Bursa Securities and other regulators
        • Materials and statements in the Company’s Annual Reports, quarterly reports, press releases, letters and circulars to shareholders
        • Presentations on behalf of the CMS Group
        • Information on the CMS Group’s websites
        • Articles concerning the CMS Group
        • Correspondence and emails
        • Verbal statements made to outside parties in meetings, briefings, press conferences and/or during telephone conversations
        • Interviews with the media
        • Speeches given on behalf of the CMS Group in public or semi public forums
      • AUDIENCE This includes:
        • Shareholders and prospective investors
        • Analysts, fund managers and investment bankers
        • The financial press and other media
        • Government and regulators
        • Banks and creditors
        • Business partners and service providers
        • Other organisations and/or special interest groups
        • COMMUNICATION COMMITMENTS CMS will make every effort to ensure that all material information concerning the CMS Group is made as freely and widely available as possible. The Company encourages an exchange of opinion between itself and its principal stakeholders, and will organise its communications to facilitate that dialogue.
          The characteristics described below will apply to all Company communications:
          Coherent: Information will be presented in a clear, factual accurate manner, avoiding ambiguity, jargon, legal and technical terms where possible. Transparent: Material information will be released, whether favourable or not, in a balanced and fair manner that is not misleading. Consistent: All stakeholders will receive the same information; only formats may differ depending on the audience and forum. Accurate: Information should be complete and accurate when released and any material error or omission will be immediately corrected and clarified. Non-selective: Equality of access to material information will be achieved through broad public dissemination. No stakeholder will be given undisclosed material information in any form. Timely: Material information will be released as soon as it is known, unless there are exceptional, legitimate reasons to withhold, which will be no longer than absolutely necessary.
        • CHAIN OF AUTHORITY AND RESPONSIBILITY CMS has a clear structure for governance and daily management, providing a chain of authority and responsibility for the implementation of this Policy:
          AUTHORITY RESPONSIBILITY (In relation to this Policy)
          Board of Directors Overall responsible for Company business, approves accounts and major developments
          Group AC Reviews policies, compliance, accounts, audit reports, internal controls
          Group RC Risk review and assessment
          Group MD Day-to-day management and financial responsibility, responsible for all financial reports, decides/recommends on materiality and disclosure, approves announcements and press releases, crisis communications
          Group CFO Responsible for financial controls, accounts, financial reports
          Group Company Secretary Ensures regulatory compliance, liaison and communication with Bursa Securities, preparation of announcements
          Head, Corporate Communications External communication, media relations, press releases, website content
          Heads of Divisions & Subsidiary Companies Specialist responsibility related to specific business activity