The principles of the Malaysian Corporate Governance code 2012

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1. Corporate governance

  • The policy / statement clearly stated

The statement is made pursuant to paragraph 15.25 of the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Securities) for the Company and subsidiaries (The Group) to apply the principles and recommendations of the Malaysia Code on Corporate Governance 2012 (The Code). The Board of the Director (The Board) will continue to review the existing corporate governance practices and policies thought out of the Group.

  • Board composition – executive directors, non-executive directors, independent directors, women’s representation

YBhg Tan Sri Dato’ Seri Abdul Ghani Bin Abdul Aziz as Senior Independent Non-Executive Chairman and Board member of Deleum Berhad.

YB Datuk Johari Bin Abdul Ghani as Group Managing Director and Non-Executive Chairman of Uda Holdings Berhad. Encik Megat Joha Bin Megat Abdul Rahman as an Executive Director and member of the Risk Management Committee.

YBhg Datin Mariam Prudence Binti Yusof as Non-Independent Non Executive Director.

Ms.Teh Bee Tein as an Independent Non-Executive Director, Chairman of the Audit Committee, Risk Management Committee, member of the Nomination Committee and Remuneration Committee.

Encik Nor Hishammuddin Bin Dato’ Mohd Nordin as an Independent Non-Executive Director, Chairman of the Remuneration Committee, member of the Nomination Committe and Risk Management Committee.

Mr.Kasinathan A/L Tulasi as an Independent Non-Executive Director

  • Transparent board and senior management remuneration

The Remuneration Committe is responsible for reviewing and recommending to the Board the remuneration framework for Executive Directors. They also include making recommendations to the Board for all elements of remuneration, terms of employment, reward structures and fringe benefits for Excutive Directors. Any salary review takes into account market rates and the performance of the individual and the Group. The Group Managing Director is aligning the performance to the Company’s long term interest as a significant shareholder. So, there is no need for the use of other long-term incentives like Employee Share Option Scheme to further align goals.

The Remuneration Committle also review and recommended the remuneration package of Non-Executive Directors. The remuneration comprises annual fees that reflect the roles and responsibilities, any additional work and contributions required. All Non-Executive Directors are paid fixed annual fees as members of the Board and RM1, 000.00 meeting attendance allowance for each Board and Committee meeting attended. Besides, the remuneration for the Director is a matter for the Board as a whole. However, directors do not participate in the remuneration package decision.

  • Risk analysis/management framework

The Group established a formal management framework in the year 2004 which enabled the management and the Board to share a common model for the effective communication and evaluation of all principal risks and controls. The Risk Framework covers a broad variety of risks, including but not limited to business continuity issues, governance issues, financial issues and operational issues. The Group conduct meeting to discuss and monitor with all subsidiaries senior management on a monthly basis. A Risk Manager has administered the Risk Management Framework. First identified is the root cause for each risk, then ascertained the consequence and the risk and the classified risk into either controllable or inherent. After that, each risk is assigned into two risks which are the impact and measuring the likelihood. Those scores are used to determine a risk grade. Finally identified the risks, control measures and action plans to manage, minimize or mitigate all the risks. All of identified are recorded and updated in the Risk Register which is used to develop a risk profile for the company. The risk profiles of the various subsidiaries are reviewed and discover by Risk Management Committee. They will take special note of any changes and development, the existing controls, action plans in place to manage the risks and any further actions necessary. They will report to the Board on a half yearly basis.

  • Disclosure of non-compliance with laws/legislation/codes/listing requirements

Whistle Blowing Policy provides a mechanism and offers protection for employees to report matters such as financial malpractice or impropriety or fraud, failure to comply with legal obligations or statutes, dangers to health and safety or the environment, criminal activity, improper conduct or unethical behavior or any attempts to conceal any of above. The protection of the employee who report breaches and non-compliances is in line with the Public Interest Disclosure Act which came into effect in 1999. The policy is disseminated to subsidiaries and is available for access by employees.

2. CSR Management/Reporting

  • Policy statements or stated commitments

The policy statement is to maintain the balance between the Company’s economic, social, environmental responsibilities and the interests of the Company’s shareholders and various stakeholders. The Group is committed to corporate responsibility practices and aim to have a position impact in the marketplace, workplace, community and environment. The Group’s efforts in the areas of Investor Relations and corporate responsibility continue to be recognized.

  • Adoption of a specific reporting guideline
  • Third party report audit/review

The Board has assigned to the Audit Committee. Audit committee duties are reviewing and monitoring the effectiveness of the Group’s internal control system, a critical element of effective risk management.

3. Stakeholder engagement

  • Structured engagement with all stakeholders

The Group focus on optimizing its business processes, good corporate governance and an effective management in order to enhance its stakeholder value. The Group believes in an active two-way communication is engaging and building strong relationship thus can ensure all needs and concerns are addressed in a timely and efficient manner between the Group and its shareholders. Each customer of the Group is allocated a sales representative to manage the customer’s various expectations. The Group have dedicated websites for communication based on receiving questions and feedback from its customers and the general public. The questions or feedback received is forwarded to the relevant head of department for further action and are promptly addressed. The Group gathers customer feedback via questionnaire to conduct annual customer satisfaction survey. It includes products or services, sales personnel, delivery, and documents about technical and commercial. The Group also practices “Local Suppliers First Policy” in daily operations. The Group is a proud member of the esteemed organization to maintain abreast of latest developments and best practice in the industry. Those are the Federation of Public Listed Companies Berhad, Malaysian Employers Federation, Federation of Malaysian Manufactures, Master Builders Association Malaysia, Quality Restroom Association of Malaysia, and Industry Confederation Partner of Malaysian Green Building Council and other.

4. Procurement policies

5. Product responsibility

The Group continually offers a broad, balanced and compelling portfolio of products and brands tailored to its customer needs. The Group had been continuously developing many new and compelling products to further enhance its product offering. For example, new ranges of clinical taps, dezincification resistant taps, low-pressure showers, Green Building Index (GBI) series tap, sensor-based hand dryers, sanitary fittings and soap dispensers. Tapwares produced by the Group is the highest standard in the world comply with British Standard BS5412. It means that the products have lower zinc levels making that safer for long-term use than other competitors' products available in Malaysia. Sanitary wares products are manufactured to quality standards set out in Malaysia Standard MS147, MS795, and MS1522 and Singapore’s Water Efficiency Labelling Scheme (WELS) Index. The Group applied the periodic benchmarking to ensure the products are fairly priced and affordable relative to competitors.


Details on how the company addresses and manages its particular environmental impact

  1. Environmental policy clearly stated

The Group is committed to ensuring that it actively minimizes the impact its business operations have on the environment. The Group manages environment impact in the raw material and energy utilization, waste management and supply chain optimization.

  1. Measurement systems in place to measure:
  • Emissions of carbon dioxide and/or other greenhouse gases
  • Energy consumption
  • Water consumption

A range of water conservation products to help its customers can serve water and energy, which conform to Malaysia’s GBI and Singapore’s WELS.

Range of showers specially designed to work in low water pressure areas, preventing the need for using a pump. The resigned of its range of manual self-closing taps for public washrooms to close after 3 seconds, unlike previous models that closed after 6 seconds. The utilization of only high quality closure mechanisms helps to minimize leaks and water wastage during the products’ life.

  • Waste production and management

The Group’s waste management programs ensure that all wastes are treated in accordance with the regulations of the Department of Environment. In addition to its other waste generation reduction projects. The Group also sources from local suppliers, where available to reduce the inbound raw materials’ carbon footprint.

  1. Set targets for improvements and/or significant initiatives to reduce the above

The Group aims to reduce raw material wastage and utilization through its ongoing product wastage elimination program; and product and packaging design optimization. Where possible, it also specifies recycled packaging products.

The Group aims to conserve or reduce energy and production inputs through optimization of its production process.

  1. Company’s impact on biodiversity; environmental impact assessments, if any


  1. Health & Safety (H&S) issues
  • H&S management system in place

The Health and Safety Committee is responsible to ensure provide a safe and healthy working environment and ensuring effective implementation safety policies. The health and safety officer as required is certified by the National Institute of Occupational Safety and Health (NIOSH).

The Group cooperates closely with both the in-house and national union to ensure fair labor practices are in place. The union helps to ensure the employee’s welfare is taken care of, including issues relating to labor rates, safety, medical benefits and leave entitlement. The Group labor rates are regularly benchmarked to the industry, according to position and grade to ensure employees receive a fair day's work.

  • Staff education & training on H&S

All Group employees are trained in the necessary safety procedures and provided with all necessary safety and protective equipment with conducting regular safety checks of the equipment.

  1. Human capital development
  • Staff training – number of hours, type of training

The Group’s Human Resource departments conduct extensive training and development courses for its employees to further enhance their skills and knowledge towards achieving the employees’ personal development goals. Group-wide performance appraisals are done annually where performance is measured against targets and Key Result Areas.

The staff have attended training sessions by the Malaysia Green Building Confederation (MGBC), thereby improving their knowledge regarding water efficiency and the GBI.

3. Work-life balance

  • Ensuring employee’s quality of life – pension plans, flexible-working arrangements, counselling/assistance programs, sports activities, etc.

To further boost staff morale, an encouraging interaction amongst staff and enhance a sense of belonging, a treasure hunt event for staff and an annual dinner was held during the year under review.

4. Diversity in the workplace

  • Staff composition – women, ethnic groups, people with disabilities
  • Providing equal opportunities

The Group prides itself on its equal opportunity employment practices, with all ethnic groups fairly represented. As at 30 June 2013, the Group’s staff ethnic composition is 39% Malay, 29% Chinese, 12% Indian and 20% other.

  1. Employee welfare

The Group provides a free uniform for factory employees and subsidised canteen.


Details on the company's relationship with the local communities in which it operates and/or other communities it may choose to support

  1. Employment of local workforce its operations
  2. Internship or graduate placement schemes
  3. Details on the company's community investment initiatives

The Group is committed to contributing positively to the community with a specific focus on promoting water conservation.

In March 2013 to May 2013, DOE worked closely with Quality Restroom Association Malaysia (QRAM) to promote awareness and good hygiene under the campaign of “Budaya Tandas Bersih” (BTB) anibg 1,580 primary students of four (4) primary schools in the Klang Valley on the proper toilet usage and self-hygiene.

  1. Encouraging employee volunteerism