Star Media : Code of Conducts and Ethics for Directors

Star Media Group Berhad

(Company No. 197101000523 (10894-D))

CODE OF CONDUCT AND ETHICS

FOR DIRECTORS

STAR MEDIA GROUP BERHAD

• CODE OF CONDUCT AND ETHICS FOR DIRECTORS

CODE OF CONDUCT AND ETHICS FOR DIRECTORS

1. INTRODUCTION
2. • As prescribed by Section 213 of the Companies Act 2016 ("Act"), Directors of a company shall at all time act in good faith and in the best interest of the company. Directors shall adhere to the general principles of integrity, objectivity, accountability, openness, honesty and leadership, to carry out their oversight responsibility in the interest of all stakeholders of the company.
   • The Board of Directors ("the Board") of Star Media Group Berhad ("Star" or "the Company") is entrusted with the fiduciary responsibility of oversight of affairs of the Company and its subsidiaries ("the Group"). As Directors of the Company, they are obliged to carry out their duties in an honest, fair, diligent and ethical manner, within the scope of the authority conferred upon them and in accordance with the applicable laws, rules, regulations, guidelines and internal policies and relevant procedures.
   • This Code of Conduct and Ethics for Directors ("Code") is to provide the fundamental guiding principles and standards applicable to the Directors where such principles and standards are founded on high standards of professional and ethical practices. The Directors acknowledge that they must exercise judgment in applying the principles embodied in the Code to any particular situation.
   • This Code is not intended to be exhaustive. It should be read in conjunction with the existing framework of all relevant laws and regulations as well as the directives and policies of the Group including any relevant best practices/standards in corporate governance.
3. PURPOSE
4. • This Code is designed to enhance the standard of corporate governance and corporate behavior with the intention of achieving the following objectives:
   • • To establish a standard of ethical behavior for Directors based on trustworthiness and values that can be acceptable, are held and upheld by any one person.
     • To uphold the spirit of responsibility and social responsibility in line with the legislations, regulations and guidelines administrating a company.
5. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
   Every director shall comply with all applicable laws, rules and regulations including the Company's Constitution and guidance and directives issued by the authorities, while discharging his/her duties and responsibilities.

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STAR MEDIA GROUP BERHAD

• CODE OF CONDUCT AND ETHICS FOR DIRECTORS

1. CONFLICT OF INTEREST
2. • Directors are required to declare at all times the nature and extent of any conflict of interests, whether direct or indirect, or whether actual or potential, with the Company or its subsidiaries, and if so required by the relevant Board/ Board Committees, to recuse themselves from any deliberation and decision relating thereto.
     Should there be an actual, potential or perceived conflict of interest between the Company or a related corporation and a Director, or an associate of a Director such as a spouse or other family members, the Director involved shall make full disclosure and act honestly in the best interest of the Company.
   • An actual, potential or perceived conflict of interest shall not necessarily disqualify an individual Director from the Board provided that full disclosure of the interest has been made in good faith and with due honesty.
3. GUIDELINES OF GIVING AND ACCEPTANCE OF GIFTS
4. • Generally, Directors receiving or giving gifts or hospitality (such as entertainment) is responsible for assessing whether it is appropriate, such as whether there is any obligation incurred, or such offer and acceptance can be construed as a bribe.
   • Entertainment in the form of customary business amenities such as meals with associated drinks may be accepted or offered provided it is unduly lavish or frequent, and does not have a bearing on the decision making of a particular business transaction.
   • Under no circumstances may Directors offer to pay, make payment, promise to pay any money or provide anything of value to customers, suppliers, consultants, government employees or officials, etc. that is perceived as intended directly or indirectly influence any business decision, any act or failure to act or any commitment of fraud.

The following serve as a guideline on acceptance of gifts:

1. The conduct of individuals must not create suspicion of any conflict between their position as a member of the Board and any private interest;
2. Board members acting as such must not give the impression that they have been influenced by a benefit to show favour or disfavor to any person or organization having dealings with the Company;
3. Board members must not accept any benefit as an inducement or reward for taking any action (or specifically not taking any action) in their official capacity as a Board member;
4. Gifts other than of token value should generally be refused; and

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STAR MEDIA GROUP BERHAD

• CODE OF CONDUCT AND ETHICS FOR DIRECTORS
• 1. The purpose of the gifts shall never influence Directors' actions as a member of the Board, or where acceptance of the gift could otherwise reasonably create the appearance of a conflict of interest or cause others to perceive an influence.

Questions regarding whether a particular payment or gift and/or the appropriateness of accepting a gift or offer of entertainment (if any) should be directed to the Audit Committee.

1. ANTI-CORRUPTION/BRIBES
2. • To observe high standards of business, professional and ethical conduct, the Directors (whether acting in their own capacity or on the Group's behalf) are committed to refrain themselves from offering, giving or receiving any gifts and any other form of benefits (in kind, cash, advantages and/or favour and etc) from persons or entities who deal with the Group where the gift would reasonably be expected to influence the performance of the Director's duties in any aspect.
3. CONFIDENTIALITY
4. • Directors may come into possession or access to confidential, sensitive and non- public information ("Inside Information") in the course of their directorship with the Group. Directors must treat all such information in strictest of confidence, not disclose such information to any unauthorized persons and take all necessary precautions to maintain such confidentiality and not use it, directly or directly, for any purpose other than what it has been intended, except when disclosure is authorized or legally required.
   • All information referred to in Paragraph 9.04 and 9.19 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") are deemed material and must be treated as strictly confidential, prior to the relevant announcements being released by the Company to Bursa Securities.
   • The obligation to preserve the Group's Inside Information is ongoing even after an individual ceases to be a Director of the Company.
5. INSIDER TRADING
6. • Directors and Management who are in possession of unreleased material and market sensitive information which is not announced and available in the public domain, must not use the information to
   • 1. trade in the Company's securities or procure another person to acquire or dispose the Company's securities or enter into any agreement to do so; or
     2. tip any third party with such information so as to cause the third party to trade in the Company's securities or enter into any agreement to do so or procure another person to acquire or dispose the Company's securities or enter into any agreement to do so.

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STAR MEDIA GROUP BERHAD

• CODE OF CONDUCT AND ETHICS FOR DIRECTORS
• • When dealing in the securities, Directors shall comply with the relevant laws on trading in securities and observe the processes and procedures as set out in the internal documents, i.e., Internal Code on Dealings in Securities by Directors and Principal Officers.

3.6 COMPANY'S ASSETS

• Every Director has a duty to safeguard the Company's assets including its physical, premises, equipment, and facilities as well as the records and information/data (both physical and electronic means).
• Company's assets shall only be used in a safe, ethical and lawful manner and shall not be used for pursuing improper personal gain or opportunity.

4. CODE OF ETHICS

In the performance of his or her duties, the Director should at all times, observe the following codes:

4.1 CORPORATE GOVERNANCE

1. Should have a clear understanding of the aims and purpose, capabilities and capacity of the Company;
2. Should devote time and effort to attend meetings and to know what is required of the Board and each of its Directors and to discharge those functions;
3. Should ensure at all times that the Company is properly managed and effectively controlled;
4. Should stay abreast of the affairs of the Company and be kept informed of the Company's compliance with the relevant legislation or contractual requirements;
5. Should limit his/her directorship of companies to a number in which he/she can best devote his/her time and effectiveness; each Director is his/her own judge of his/her abilities and how best to manage his/her time effectively in the Group in which he/she holds directorship;
6. Should have access to the advice and services of the Company Secretary, who is responsible to the Board to ensure proper procedures, rules and regulations are complied with;
7. Should at all times exercise his/her powers for the purposes they were conferred, for the benefit and best interests of the Company;
8. Should at all times act with utmost good faith towards the Company in any transaction and to act honestly and responsibly in the exercise of his /her powers in discharging his/her duties;
9. Should be willing to exercise independent judgement and, if necessary, openly oppose if the vital interest of the Company is at stake;
10. Should not misuse information gained in the course of duties for personal gain, nor seek to use the opportunity of the service as Directors to promote their private interests or those of connected persons, firms, businesses or other organizations;

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