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CORPORATE GOVERNANCE &
BOARD CHARTER

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IRIS Corporation Berhad and its group of companies (“IRIS”) adopt a zero-tolerance approach to bribery and corruption.

At IRIS, we pride ourselves on our reputation for acting fairly and ethically wherever we conduct business. This means avoiding practices of bribery and corruption in all forms during IRIS’s daily operations in Malaysia and overseas. We are serious about building a culture of accountability, ensuring strong investor confidence and maintaining good corporate governance.

The Board has formalised an Anti-Bribery and Anti-Corruption policy (ABAC), Whistleblowing policy and Gift policy. These policies are designed to combat bribery and corruption and also put in place appropriate controls and contingency measures to address and identify corruption risks while creating a safe environment for whistleblowers to come forward.  Proper training of the policy and procedures will be communicated to all our staff and business partners.

Having a clear and unambiguous understanding of ABAC is an important part of our risk management system and we expect all our employees and business partners to conduct themselves in accordance with ABAC. If anyone should have any queries about the scope and application of ABAC, they should contact the Legal & Corporate Services, department at legal@iris.com.my.

Thank you for your support and commitment.

Dr Poh Soon Sim
Executive Chairman

Corporate Governance

The Board of Directors (“the Board”) believes that good corporate governance is essential for delivering sustainable value, enhancing business integrity and maintaining investors’ confidence towards achieving the Group’s corporate objectives and vision.

The purpose of this Board Charter is to promote the highest standards of corporate governance within the Group and to clarify, among others, the roles and responsibilities of the Board. This Board Charter serves not only as a reminder of the Board’s roles and responsibilities but also as a general statement of intent and expectation as to how the Board discharges its duties and responsibilities.

Board Charter

The Board Charter has been endorsed by the Board and is subject to review by the Board from time to time, to ensure the Group remains at the forefront of best practices in corporate governance.

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Fit and Proper Policy

The Group has adopted the Fit and Proper Policy to ensure a formal, rigorous and transparent process for the appointment and re-election of Directors and the appointment of Principal Officers.

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Corporate Governance Report

The Board discloses corporate governance procedures and compliance, information on board composition, statements on the company’s performance, and information about compliance and conformance.

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Whistleblowing Policy

In line with Corporate Governance, the Group’s Whistleblowing Policy encourages employees to report any genuine concerns of impropriety to whistleblowing@iris.com.my

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JOB APPLICATION FORM

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H'NG BOON HARNG

Group Finance Director,
Non-Independent Executive Director

A Malaysian aged 52. Mr H’ng Boon Harng joined our Group in year 2017 and was appointed to the Board as Group Finance Director on 1 March 2021.

He has over 20 years of extensive experience in accounting and finance functions and started his career in one of the Big Four international accounting firms and later years joined public listed and private property development companies where he held managerial position in finance.

He graduated in Accountancy from University Kebangsaan Malaysia in year 1997 and later obtained his Association of Chartered Certified Accountants (ACCA) qualification in year 2002. He is currently a member of Malaysian Institute of Accountants (MIA) and fellow member of Association of Chartered Certified Accountants (ACCA).

HAJI HUSSEIN BIN ISMAIL

Independent Non-Executive Director

A Malaysian aged 68, was appointed to the Board on 28 July 2017.

Haji Hussein graduated with a Bachelor of Business Administration (Finance) and Diploma in Accountancy from Universiti Teknologi MARA.

He is an approved Tax Agent under the Ministry of Finance Malaysia and a Member of the Chartered Tax Institute of Malaysia. He is also an approved Company Secretary under the Companies Commission of Malaysia, Affiliate Member of The Malaysian Institute of Chartered Secretaries Administrators and a Member of the Institute of Approved Companies Secretaries.

He is currently the Director of Folks DFK & Co., a member firm of DFK international since year 2007. He joined Azman, Wong, Salleh & Co back in year 1979 and the firm was then merged into Folks DFK & Co. on 1 February 2006. He has vast experience in the full range of public accountancy services including audit, accountancy, taxation, secretarial, consultancy services and insolvency assignments covering wide range of clients.

Previously, he was the Non-Independent Non-Executive Chairman of Encorp Berhad from year 2017 – 2021, and also on the Board of Felda Investment Corporation Sdn. Bhd. From year 2017 – 2022.

Haji Hussein currently also serves as a member of Audit and Risk Management Committee and Nomination Committee of the Company.

LING HEE KEAT

Independent Non-Executive Director

A Malaysian aged 53, was appointed to the Board on 7 November 2018..

Mr. Ling graduated with a Bachelor of Laws degree from the University of Bristol, England in year 1994 and was awarded the Degree of an Utter Barrister from Lincoln’s Inn in year 1995. He started his career at HLG Securities, the stockbroking arm of the Hong Leong Group of companies before being appointed as an Executive Director of United Traders Securities where he headed the Research and Corporate Finance divisions from year 1997 to 2003. In year 1999, he was also appointed to the Board of SHH Resources Holdings Berhad, a furniture manufacturer listed on the Main Market of Bursa Malaysia as a Non-Executive Director. In May 2015, he was re-designated as the Deputy Chairman of that company, a position he held till December 2016.

In March 2019, he was appointed as an Independent Non-Executive Director of TrickleStar Limited, a company listed on the Catalyst Market in Singapore. In January 2023, he was appointed as the Chairman of the Board, a position he holds till today.

Mr. Ling is currently a Senior Associate at Leong Partnership Advocates and Solicitors, a boutique law firm focusing on corporate work. He is also a Certified Mediator with the Malaysian Bar Association.

Mr. Ling currently serves as the Chairman of Remuneration Committee and is a member of Audit and Risk Management Committee and Nomination Committee of the Company.

DATO' NG WAN PENG

Independent Non-Executive Director

A Malaysian aged 62, was appointed to the Board on 1 February 2022.

Dato’ Ng Wan Peng is the Independent Non-Executive Director of Hong Leong Assurance Berhad, Fraser & Neave Holdings Berhad, Securemetric Berhad and Autocount Dotcom Berhad, Nano Malaysia Berhad and Lac Med Berhad, and a director of Digital Penang. She is a council member of SIDEC (Selangor Information Technology & Digital Economy Corporation) and UTAR (University Tunku Abdul Rahman).

Dato’ Ng was Chief Operation Officer of Malaysia Digital Economy Corporation, championing the country’s digital economy, from year 2009 until December 2020. She is a competent leader and highly motivated professional with more than 30 successful years in the corporate and public environment. Her areas of expertise are in strategy planning, digitalisation, business transformation, organisation development, process improvement and innovation management. She graduated from USM (Universiti Sains Malaysia) and is a HBS (Harvard Business School) Alumni.

Dato’ Ng currently serves as a member of Audit and Risk Management Committee and Remuneration Committee of the Company.

DATO’ DR ABU TALIB BIN BACHIK

Senior Independent Non-Executive Director

A Malaysian aged 76, was appointed to the Board on 7 November 2016.

Dato’ Dr. Abu Talib graduated with a BSC and MSC from the Louisiana State University, United States of America and holds a Doctorate in Agriculture Science from the University Of Gent, Belgium.

He has wide experience in Operational and Management aspects, including Marketing, Business Development, Communications and Public Relations, when he was at the Multimedia Development Corporation (“MDeC”) promoting the development of the Multimedia Super Corridor (MSC) from year1999 to 2008.

Prior to joining MDeC, he was a research Scientist in the Malaysia Rubber Board (MRB). He has a wide experience in R&D in Agronomy and Soil Chemistry, and authored about 50 technical, scientific and research papers. In the Rubber Research Institute of Malaysia (RRIM), he held various administrative and management positions. In year 1997, he was appointed as the Deputy Director General (Development) of the Malaysian Rubber Board and held the position until he opted for early retirement in year 1999 when he joined MDeC.

Dato’ Dr. Abu Talib currently serves as a member of Audit and Risk Management Committee and the Chairman for Nomination Committee of the Company.

DATO’ MOHAMED KHADAR BIN MERICAN

Independent Non-Executive Director

A Malaysian aged 69, was appointed to the Board on 28 November 2018.

Dato’ Mohamed Khadar is a Fellow of the Institute of Chartered Accountants in England and Wales and is also a Chartered Accountant of the Malaysian Institute of Accountants..

He has had more than 35 years’ experience in financial and general management. He served as an auditor and a consultant in an international accounting firm, before joining a financial services group. Dato’ Mohamed Khadar has held various senior management positions in the then Pernas International Holdings Berhad, including as President and Chief Operating Officer. Dato’ Mohamed Khadar was previously on the Board of RHB Capital Berhad, as its Independent Non-Executive Chairman, and on the Board of Astro Malaysia Holdings Berhad, as its Non-Independent Non-Executive Director.

Presently, he is also a director of Capital A Berhad, Tune Protect Group Berhad and BNP Paribas Malaysia Berhad.

Dato’ Mohamed Khadar currently serves as the Chairman of the Audit and Risk Management Committee and is a member of the Remuneration Committee of the Company.

DR POH SOON SIM

Executive Chairman,
Non-Independent Executive Director

A Malaysian aged 80, was appointed to the Board on 7 November 2018.

Dr Poh was re-designated as the Executive Chairman on 30 August 2023.

Dr. Poh Soon Sim has been in private medical practice since year 1972. He was previously on the Board of Hong Leong Financial Group (HLFG) from 31 January 1991 to 25 November 2011. He was also a Member of the Board of Audit and Risk Management Committee, Remuneration Committee and Nomination Committee of HLFG. He was also a Director in Wing Tai Malaysia Berhad previously. He retired from Wing Tai Malaysia Berhad on 29 November 2017.

Currently, he is a Director of Hong Leong Company (Malaysia) Berhad, a public company incorporated in Malaysia..