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INVESTOR RELATIONS POLICY Department
All
PRESTARIANG BERHAD
INVESTOR RELATIONS POLICY
INVESTOR RELATIONS POLICY Department
All
Updated June 2016 Page 1
TABLE OF CONTENTS Page
Definitions 2
1 Introduction 3
2 Purpose 3
3 Who Is Covered By This Policy? 3
4 What Is Covered By This Policy 4
5 The Audience 4
6 Communication Qualities 5
7 The Authority Structure 6
8 How We Practice IR 7
9 Material Information 9
10 Confidential Information & Leaks 10
11 Disseminating Information 11
12 Reports & Rumours 12
13 Guidance & Forward-Looking Commentary 12
14 Major Developments 12
15 Quiet Periods 13
16 Crisis Communications 13
17 Insiders 13
18 Feedback 13
19 Contact Details 13
Appendix I: Examples Of Material Information 14
Appendix II: Guidelines To Maintaining Confidentiality 15
Appendix III: A Typical IR Calendar 16
INVESTOR RELATIONS POLICY Department
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Updated June 2016 Page 2
Definitions
Except where the context otherwise requires, the following definitions shall apply throughout this
document:
“BOD / Board” : Board of Directors
“Bursa” : Bursa Malaysia Securities Berhad
“Company” : Prestariang Berhad
“CC” : Corporate Communications
The Department whose main functions (in relation to this
Policy) are Investor Relations, IR related materials (including
IR materials on the corporate website), and organising
regular dialogue with current and potential investors,
analysts, the financial media, corporate relations, public &
media relations, corporate website management, event
management, preparing the Annual Report and organising
the Annual General Meeting
“Group” : Prestariang Berhad and its group of companies
“CEO” : Chief Executive Officer
“CFO” : Chief Financial Officer
“COO” : Chief Operating Officer
“CG” : Corporate Governance The Department whose functions (in relation to this Policy) ensures regulatory compliance to Bursa Listing Requirements, jointly preparing the Annual Report and organising the Annual General Meeting “LOA” : Limits of Authority
“IR” : Investor Relations
“IRO / IROs” : IR officer(s) or any persons identified to undertake the
function
“Policy” : Prestariang Berhad Investor Relations Policy
“Securities” : Means debentures, stocks, warrants and shares in issue of
Prestariang Berhad and include any right or option thereof
“Senior Management” : CEO, COO, CFO, Heads of Group subsidiary companies &
other relevant Head of Departments
INVESTOR RELATIONS POLICY Department
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1. Introduction
Investor Relations is that process through which a public listed company organises and conducts itself
in two-way communications with its shareholders, the financial community and other stakeholders
with the objective of accurately representing the company, achieving a fair market value for the
company’s securities and ultimately lowering its cost of capital. (Courtesy: Bursa Malaysia Berhad)
The wider aim of the Company’s IR programme is to provide stakeholders with a clear, honest and
accurate picture of the Company’s past performance and prospects for the future. The objectives are
to provide them with strategic and operational information that will help them make properly
informed investment decisions, and allow others to have a balanced understanding of the Company
and its objectives.
This Policy describes how Prestariang Berhad and its group of companies will meet those aims in as
effective a manner as possible. In drafting this Policy, the Company has considered the
recommendations of Bursa’s Investor Relations Manual, the Malaysian Code on Corporate Governance
2000, and its continuing disclosure obligations as a public listed company, as described in the Listing
Requirements of Bursa, together with the Company’s approved LOA.
Both the Company and its stakeholders will benefit from a structured approach to IR. A successful IR
programme will result in an increased level of interest and higher liquidity in the Company’s securities.
This should be reflected in a fair valuation for the Company’s securities.
2. Purpose
This Policy serves two purposes:
i It acts as the foundation for the Company’s IR programme, and provides a framework of
processes and procedures around for which the programme is structured; and
ii It describes how the Company intends to keep its stakeholders informed and maintain effective
communications with them.
3. Who Is Covered By This Policy?
The respective Board of Directors of the Group and its group of companies, Senior Management, IROs,
identified spokespersons and all other relevant staff of the Group.
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4. What Is Covered By This Policy?
Material information concerning the Company, whether in written or oral communications, including
but not limited to the following:
All reports, corporate announcements and other documents provided to Bursa and other
regulators;
Statements, data and other material contained in the Company's Annual Reports and any
letters or circulars to shareholders;
Press releases or any presentations given by the Company;
The Company's website;
Articles, advertorial publications and corporate brochures concerning the Company;
All correspondence, including emails;
Verbal statements made in meetings, briefings, press conferences, interviews with the media,
or during telephone conversations;
Speeches given on behalf of the Company.
5. The Audience
The Company communicates with a wide audience of shareholders, other stakeholders and the
general public. In particular, this will include:
Shareholders and prospective investors;
Institutional investors;
The financial press and other media;
Analysts and investment bankers;
Private investors;
Employees;
Government and regulatory authorities;
Financial institutions, bond holders and other creditors;
Business partners and service providers; and
Other organisations and special interest groups.
Speeches given on behalf of the Company.
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6. Communication Qualities
In all its communications, the Company will endeavour to ensure the following criteria are applied.
Errors or omissions will be corrected as soon as they are known.
Consistency
The same information will be given to all stakeholders at the same time
Clarity
Information will be sufficient, accurate upon release, easily understood and avoid jargon
or legal and technical phrases, where possible
Transparency
Information will be presented in a balanced and fair manner, irrespective of whether or
not it is favourable to the Company
Timeliness
Information will be released as soon as it is known unless there are legal constraints or
legitimate business reasons not to do so
Equal Access
Information will be disseminated to the widest possible audience through the use of
all appropriate communication channels
INVESTOR RELATIONS POLICY Department
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7. The Authority Structure
Prestariang has an established management structure, which facilitates corporate governance and
provides clear lines of authority and responsibility for the implementation of this Policy, as illustrated
below:
Board of Directors
Audit Committee
Primary Spokespersons
CEO
CFO
Secondary Spokespersons
Chairman / COO Company secretary/ Head of Corporate Governance CEO of Subsidiaries Head of Corporate Communication/ IRO
Authority Overall responsibility for business, setting
strategic directions, approves interim/audited
financial statements and major developments
Review policies, compliance, risk management
reports, internal controls and quarterly results
and accounts
Responsible for the performance & action of the
Company, approves material disclosures and
media releases on sensitive, routine &
operational matters
Group corporate and financial reporting
External communications, Risk Management,
Performance Monitoring
Ensures regulatory compliance, liaison and
communication with Bursa
Special responsibilities restricted to specific
business unit or subsidiary
Investor, analysts and media relations,
presentation materials, press releases, website
management, Investor. Relation Coordination
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Primary spokespersons may communicate generally with the audience, provide information, data and
analysis, and address questions concerning the Company's operations, projects and financial
condition, its future prospects and strategies. They may also discuss matters relating to the Company's
governance and management.
Secondary Spokespersons may only communicate with the audience in connection with their specific
areas of responsibility, unless authorised by a Primary Spokesperson to speak on other matters.
No other person is authorised to act as a spokesperson for the Company.
8. How We Practice IR
The Company’s IR strategy has been determined through careful consultation between Senior
Management and the IRO. The strategy will evolve as the Company’s relationship with investors
develops, and reflect feedback received from various audiences constituents.
The IR Calendar, which charts the key IR events for the year, is seen as a critical element of the IR
programme. The IRO, guided by Senior Management, is responsible for developing this calendar,
which ensures the Company communicates to its various stakeholders in an organized, effective and
timely manner. Appendix III gives examples of typical activities that should appear on the IR Calendar.
The IRO will be involved in the planning, staging and presentation of the events defined in the IR
Calendar. The IRO with CC will also be expected to arrange ad hoc meetings and events as needed. All
meetings and events should be well structured and use audio visual and technological aids as
necessary.
The main events and tools to disseminate information to stakeholders include:
a) Quarterly and preliminary results
Interim financial results will be issued to Bursa on the day of approval by the Board, in the format
required by Bursa. Thereafter, the quarterly report will be published on the Company's website, and
the relevant parties on the IR mailing list (or IR Circle) will be alerted via email.
The CEO will normally lead the results presentation. The IRO (with assistance from CFO and CC will be
responsible for staging the stakeholders’ meeting and issuing invitations for the business strategy. The
IRO will also take a lead role in handling follow-up calls generated by the results presentation.
b) The Annual Report and the Annual General Meeting (“AGM”)
CC is responsible for the overall concept, design, content, compliance and production of the Annual
Report with support from CG.
The Annual Report in a summarised printed format together with an electronic version of the full
report will be delivered to all shareholders within the timeline stipulated in Bursa’s Listing
Requirements. A complete printed report will be available to shareholders on request. The Annual
Report will also be made available on the Company's website.
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The AGM is a major event. It will be organised by CC with support from CG and the IRO preparing the
presentation material, if any. Notice of the meeting will be announced to Bursa and in a daily
newspaper and in compliance with Bursa’s Listing Requirements.
As the main forum for individual shareholders, the meeting will provide an opportunity for reasonable
discussion of the Company’s financial condition, performance, operations, outlook and strategies. The
Company will respond to questions in as open a manner as possible, which may include providing
written answers following the meeting.
c) The Circular to Shareholders/Securities holders (“Circular”), Extraordinary General Meeting
(“EGM”) and other General Meeting (“GM”)
The relevant corporate advisers will be responsible for the content, compliance and production of the
Circular, with support from CFO and CG.
Notice of EGM/GM together with the Circular will be despatch to all shareholders/securities holders,
whichever applicable, not less than 21 days from the date of EGM/GM. The Circular will also be
available on the Company’s website.
d) Institutional investor and analyst meetings
These events take place as part of the Company’s IR programme, and may be arranged either on
individual basis or in small groups. The Company will endeavour to meet with substantial shareholders
at a reasonable timeframe. Primary Spokespersons will normally handle these meetings. Only
information that is publicly available may be discussed during these meetings. Any new presentation
materials prepared for these meetings will be published on the Company's website.
These meetings, as with all encounters with the financial community will be used by IRO to obtain
feedback from the market on views of the Company’s performance and future prospects.
e) Press conferences and media briefings
Subject to compliance with listing requirements, such events normally coincide with the
announcement of the Company's quarterly, half-year and full year financial results, or in the event of
the announcement of a major corporate development. Primary Spokespersons will conduct the press
conference/briefing. Secondary Spokespersons will assist where necessary.
CC will be responsible for event management and the media.
Electronic communication means, including teleconference or web cast facilities, will be used to
permit effective attendance by the widest possible audience. A recording of the event may be made
and placed subsequently on the Company's website, along with the presentation materials.
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f) Road shows
Road shows are any series of meetings with potential investors, analysts and investment bankers,
designed to generate interest in the Company’s securities. They may be arranged domestically or
overseas.
IRO and CC will be responsible for liaising and dealing with invitations from financial institutions
and/or analysts. The primary spokesperson will normally represent the Company at such events.
g) The Company website and electronic communications
The Company website will be one of its main communication channels. It will not replace existing
communication conduits, but will be used to provide for the broadest possible dissemination of
corporate information. CC will be responsible for coordination of the design, content and maintenance
(including updating and subsequent revamp) of the website, CC and IRO will be responsible for the
content of the Investor Relations sections. The website may also contain a facility for electronic
contact between the Company and its stakeholders.
Press releases, new presentation materials provided at meetings/briefings with investors, analysts and
the media, and any audio/visual record of such meetings/briefings, will also be placed on the website.
9. Material Information
Material information is defined as any information about the Company which would be likely to have
an effect on:
a) the market price or value of the Company's securities, or activity in the trading of its securities; or
b) a decision to buy, sell or continue holding the Company's securities made by an existing holder of
those securities, or a person considering an investment in those securities.
The Listing Requirements of Bursa describe what amounts to material information, and the Company’s
policy is to comply fully with its disclosure obligations. Materiality can be a matter for subjective
evaluation, however. The Company will always exercise prudence by assessing the likely effect of the
information on the price of the Company's securities. This will take precedence over the materiality
thresholds contained in Bursa’s guidelines for percentage ratio calculation.
In the event of doubt, the spokesperson will determine whether any information or event is material
and requires announcement.
Appendix I gives examples of material information.
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10. Confidential Information & Leaks
Employees must adhere to the Code of Conduct on confidentiality issued by the Company at all time.
Unless it is already in the public domain, all information regarding the Company, its operations,
financial condition and future prospects, will normally be regarded as material information. As such, it
will be treated as confidential.
Access to confidential information will be restricted to those persons (including members of staff and
relevant third parties) with a legitimate need for such information, determined by their duties or
obligations to the Company.
Third Parties: The Company may provide unpublished material information to third parties, such as the Company's auditors, bankers, lawyers or other professional advisors, as well as to outside parties connected to undisclosed major corporate developments. Unless adequate legal protection already exists, the Company will normally require the execution of
non-disclosure and confidentiality agreements by these persons.
Internet chat rooms: Employees are discouraged from participating in Internet chat rooms, or other
forums where information and opinion concerning the Company is exchanged.
Leakage & Accidental Disclosure: When there is a leakage of material information, accidental or
otherwise, corrective action will be taken in line with the Company's organisation and authority
structure. If appropriate, the Company will make an announcement to Bursa as soon as possible, to be
followed by a press release. Other communication channels may also be used if necessary.
Appendix II provides guidance on maintaining confidentiality.
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11. Disseminating Information
The Company will follow a systematic approach.
Step 1:
The Board approves the release of material information.
Step 2:
On the same day, after market closure, an announcement is made to Bursa. (Note: The Company may request Bursa to temporarily suspend trading in the Company's securities to permit an announcement during trading hours, if it would facilitate broader dissemination and better understanding of the information.)
Step 3:
The Company issues a press release to all major newspapers and newswire services in Malaysia. (Note: Certain minor administrative matters announced to Bursa will not be followed by any other communication.)
Step 4:
Investors, analysts and the media are invited to a press conference/ briefing. (Note: This will normally follow the announcement of interim financial reports, or the announcement of a major corporate development.)
Step 5:
The press release and presentation materials are posted on the on the Company's website, and copies are emailed to persons on the mailing list.
INVESTOR RELATIONS POLICY Department
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12. Reports & Rumours
Analysts' reports: When analysts contact the Company to check their facts or confirm their assumptions,
it is the Company's policy to provide verbal guidance only. Errors of fact may be corrected, and
assumptions that are not in line with previously announced data may be highlighted. The Company will
not endorse any analyst's report, nor will it attempt to influence the opinions or conclusions of the
analyst.
The Company will not circulate any analyst's report to an outside party, but the Company may circulate
such reports internally to its Board and senior management to facilitate an appreciation of the external
view of the Company.
Rumours: When reports or rumours about the Company circulate, the Company will not normally
respond, unless the report or rumour appears to be material information, and might be expected to
affect the price of the Company's securities or trading activity in those securities.
When reports or rumours about the Company are materially incorrect, the Company will issue an
announcement to Bursa which denies or clarifies the report or rumour, and provides information to
support the Company’s position.
The Company wishes to promote an orderly market in its securities, and will be proactive in addressing
reports and rumours, so as keep shareholders and other stakeholders properly informed and to
discourage speculation in its securities.
13. Guidance & Forward-Looking Commentary
The Company may provide forward-looking commentary and guidance from time to time to assist
investors and other stakeholders in evaluating the Company. Such commentary may be included in
presentations, briefings for analysts or the media, or during road shows, and may also be contained in
any accompanying press release. Predictions of actual future financial results will not be given, but
comment on future prospects, including the likelihood of meeting any publicised targets, such as
headline Key Performance Indicators, may be provided in good faith.
Any forward-looking commentary must be clearly qualified by a written Safe Harbour Statement or
advice not to rely on the data, to be included in all relevant written materials.
In the event of a significant variation occurring between previously given guidance and actual financial
results, the Company will evaluate the significance of the variation, together with the expectations of
the investment community, and determine whether it would amount to misleading the market if the
Company were not to issue a clarification to Bursa.
14. Major Developments
Major corporate developments will always be announced in a manner which ensures the widest possible
dissemination of the news, in line with Bursa’s Listing Requirements. Examples of such developments
include mergers, acquisitions, and the award of a major new project or the establishment of a new
INVESTOR RELATIONS POLICY Department
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business. Prior to such announcements, the confidentiality of information concerning the development
will be strictly safe-guarded until all necessary approvals have been received. When such approvals are
in place the Company will make the announcement as soon as possible.
15. Quiet Periods
In the two week period preceding the announcement of quarterly interim financial results, the Company
will not normally entertain any contact with investors, analysts, or the media, and will not respond to
enquiries concerning either its financial position or its operations, unless there are exceptional
significant circumstances which would dictate otherwise.
16. Crisis Communications
A serious and potentially damaging event, of either an operational or financial nature, which might
materially and negatively affect the Company or its financial condition, or have a material adverse effect
on the price of the Company's securities, is regarded as a crisis.
The Company will issue an announcement to Bursa which clarifies the report and provides information
to support the Company’s position.
17. Insiders
An Insider is any person who is in possession of material information about the Company, its financial
condition or its operations. Material information which has not been disclosed to Bursa and the
investing public is Inside Information.
Insiders may not deal in the Company's securities while in possession of Inside Information, nor may
they pass Inside Information to any other person to help that person deal in the Company's securities.
The relevant provisions of the Capital Markets and Services Act 2007 apply to all Insiders.
18. Feedback
Constructive commentary and criticism from investors and other major stakeholders on financial,
operational and performance matters, as well as on governance and strategic issues, is welcomed by
the Company. A proactive approach will be taken to gather external verbal opinion on occasions of
contact with members of the Company’s audience. External opinion may also be surveyed through
formal questionnaires.
19. Contact Details
Investor Relations
Prestariang Berhad (922260-K)
70-73, NeoCyber
Lingkaran Cyber Point Barat
63000 Cyberjaya, Selangor, Malaysia.
Website: www.prestariang.com.my
Email: [email protected]
INVESTOR RELATIONS POLICY Department
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Tel : (+603) 8314 8400
Fax : (+603) 8318 9280
Appendix I: Examples of Material Information
Listed below are examples (non-exhaustive) of material information:
Any change in the significant shareholders of the Company or in control over the Company’s
securities;
Any new issue of securities by the Company or any change in the number of securities in issue,
or in the terms or rights attaching to those securities, including debt or convertible securities;
Any information concerning dividends;
Any changes to the Memorandum and Articles of Association;
Any change in the Board of Directors of the Company or in the composition of any board
committees;
Change of Principle Officer of the Company;
Material litigation and court decisions;
The occurrence of labour disputes, or of disputes with business partners, contractors or
suppliers;
News concerning any arbitration or other proceedings for dispute resolution, and the outcome;
Corporate proposals in connection with any form of fund-raising, a significant acquisition or
disposal of any kind, a restructuring or a reverse take-over;
Creation of any material direct or contingent financial obligation;
The award of any rating to an obligation of the Company by an official rating agency, or any
change in such a rating;
Material changes in the Company’s business or strategy;
Other events outside the Company’s ordinary business that may be expected to have a material
effect on the Company’s operations, financial condition or future prospects.
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Appendix II: Guidelines To Maintaining Confidentiality
Documents and files should be kept in a safe place;
The physical or electronic copying of confidential documents should be strictly controlled;
Confidential matters should not be discussed in public places, or on mobile telephones;
Documents containing confidential information should not be read in public places, or discarded
or left unattended in any place where they may be read or taken by unauthorised persons;
Unless there is a pressing need, confidential documents should not be removed from the
Company’s offices, and employees should exercise special care over such documents (including
files contained on portable computers) when outside the office;
Portable computers containing confidential information must be safe-guarded at all times and
not left unattended in any place where they might be accessed by unauthorised persons;
Transmission of confidential documents by fax, email or other electronic means should only
occur under secure conditions;
Unnecessary copying of confidential documents should not occur;
Documents which are no longer needed should be physically destroyed in a secure manner
which does not allow for their future retrieval;
Passwords, codenames and encryption safeguards should be implemented wherever possible.
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Appendix III: A Typical IR Calendar
The following activities will typically appear on the IR calendar:
Quarterly results announcement;
Analyst briefing / conference call;
Full year results announcement;
Dividend payment;
Preparation and release of Annual Report;
Annual General Meeting;
Site visits;
Investor Day / Domestic road show;
International road show;
Major international broker conference; and
Industry / Trade fair.
Adapted from material sourced through the Australasian Investor Relations Association (AIRA) and the
Bursa Malaysia Investor Relations Manual