Faber Facilities Sdn Bhd & It's subsidiaries DAL

Transactions
1.

BoD

MD FGB

CEO/DD

MR

MR

MR

HoDiv

HoD
Finance

HoDs

BUSINESS DEVELOPMENT
1.1

NEW PROJECT PROPOSAL / SUBMISSION OF PROPOSALS

1.1.1

Projects with privatisation

1

1.1.2

Project partners

1.1.3

Overseas proposals 1

1.1.4

All other proposals

1.1.5

All other proposals / quotation (For existing customer)

>
RM 5.0 M
>
RM 1.0 M
<
RM 1.0 M

Others
1

Note:

R
(FGB BD)

MR

R
A

R
A

RM50 K

<

1.1.6

R
A

R
R
A
(HOO)

A*

MR

R (FGB BD)

R (FGB BD)

All submission of proposals on privatisation and overseas ventures would have to be reviewed and recommended

by FGBs Investment Committee.

*
2

1.2

SUBMISSION OF PRE-QUALIFICATION BIDS

>
RM25.0 M

SUBMISSION OF TENDER BIDS

1.4

RM25.0 M

Upon execution of Memoranda of Understanding or Joint Venture Agreement, approvals to be obtained pursuant to Section 9.2.1 ,
Pre-qualifying bids submitted must be in line with the investment policy approved by the Board from time to time, otherwise, approval from the BoD is
required.

Note:

1.3

Proposal without any financial commitment.

< RM100k - HOC to delegate authorities

>

RM40.0 M 1

RM40.0 M

RM10 M

MR
A

R
R
A

R (FGB BD)

Submission of tender bids >RM40M would have to be reviewed and recommended by FGBs Investment Committee.

AUTHORISATION OF COSTING FOR PROPOSAL/TENDER BID/QUOTATION

>

RM5.0 M

>
<

RM1.0 M
RM1.0 M

<

RM50 K

MR

R
A

R
R
A
(HOO)

- For tender bid, approval is subject to recommendation from FGB BD

1.5

COSTS OF PREPARING PROPOSAL / TENDER

(EXCLUDE COST OF APPOINTMENT OF ENGINEERING CONSULTANTS AND IN-HOUSE MANPOWER COSTS)
>
RM1.0 M
A
MR
R

RM1.0 M
A
R

Note:

1.6

1.7

RM100.0 K

R (FGB BD)

For cost of appointment of engineering / technical / development consultants, please refer to Section 5.1.

ACCEPTANCE OF AWARD OF CONTRACT

>
RM20 M

RM20 M

RM1 M

RM500 K

RM50 K

LIST OF TENDERERS (estimated value per project)

>
RM50.0 M

RM50.0 M

RM5.0 M
RM1.0 M

RM20 K

MR
A

R
R
A

R (FGB BD)
A

R
A

MR
A

R
R
A

Page 1 of 17

R
A

R (HOO)
A (TPD),
R (HOO)

Transactions
1.

BoD

MD FGB

CEO/DD

A*

MR

HoDiv

HoD
Finance

BUSINESS DEVELOPMENT (CONTD)

1.8
1.8.1

AWARD OF CONTRACT / SUB-CONTRACT

Budgeted (Per Transaction)
>
RM5.0 M

RM5.0 M

A*

RM300 K

RM200 K
Unbudgeted (including cumulative variation orders)
>
RM2.0 M

RM2.0 M

1.8.2

Note :

RM250 K

RM150 K

R
A

MR
A

R
A

R (HOO)

R
R
A

R
A

R (HOO)

In the event the transaction is a RPT, the limits set out in Section 9.2.2.1, Agreements - RPT shall prevail
and where there are legal implications, documents should be forwarded to LGL/SEC for review
*

Any amounts above RM300.0 K it will have to go to Tender Evaluation Committee (TEC) before the subsequent approval by MD/BOD, save for in the
event where the main contractor has identified their nominated sub-contractors.
Item 1.6 is subject to FGB Legal clearence on contractual matters

2.

PROPERTY, PLANT AND EQUIPMENT, RIGHTS AND OTHER NON-CURRENT OPERATING ASSETS
2.1
2.1.1

2.1.2

ACQUISITION / CAPITAL EXPENDITURE

Budgeted (Per Transaction)
>
RM2.5 M

RM2.5 M

RM250 K

RM100 K

RM5 K

2.2

MR
A

MR
A

R
R
A

R
R
A

R
A

R
R
A

R
A

R
R

RM1 K

Additionally, please refer to Section 12.10 for the limits on procurement / purchasing.

DISPOSAL / WRITE OFF (ASSETS)

Per Transaction
>
RM2.5 M

RM2.5 M

RM250 K

Note :

2.3

Unbudgeted (Per Transaction)

>
RM500 K

RM500 K

RM50 K

RM25 K

Note :

MR
A

R
R
A

For disposal, the limit is based on disposal value or carrying value of the assets to be disposed, whichever is higher.
For write off, the limit is based on the carrying value of the assets to be written off.

INTERCOMPANY TRANSFER OF ASSETS *

Per Transaction
>
RM250.0 K

R^
A^

RM250.0 K

For intercompany transfer of assets, the limit is based on the carrying value or transfer price of the assets to be transferred, whichever is the higher.

Note :

3.

HoDs

Recommendation from the relevant HODs is required, whichever is applicable

All intercompany transfer of assets involving real properties, approval from BoD is required.

CURRENT ASSETS (INCLUDING RECEIVABLES AND INVENTORIES)

3.1

DISPOSAL / WRITE OFF

Per Transaction
>

Note :

RM1.0 M
RM1.0 M
RM50 K

R
A

For disposal, the limit is based on disposal value or carrying value of the assets to be disposed, whichever is higher.
For write off, the limit is based on the carrying value of the assets to be written off.

Page 2 of 17

R
A

Transactions
4.

BoD

MD FGB

CEO/DD

MR
A

R
R
A

HoDiv

HoD
Finance

R
A

HoDs

TRADE OR STOCK PURCHASES, PURCHASING, LEASING OR RENTAL

4.1
4.1.1

4.1.2

TRADE OR STOCK PURCHASES

Budgeted (Per Transaction)
>
RM5.0 M

RM5.0 M

RM250.0 K

RM200.0 K
Unbudgeted (Per Transaction)
>
RM1.0 M

RM1.0 M

RM100.0 K

Note:

4.2

A
A

R
A

RM50.0 K

R
A

For termination of contract, the DAL limit for the respective DAL holder should be 50% of the above. The DAL limit is referred

ACCEPTANCE OF SALES ORDER / CONTRACT / AGREEMENT

>
RM5.0 M

RM5.0 M

4.3
4.3.1
4.3.2

PROJECT AND SERVICES PRICING

General Guiding Principles and Basis
Execution based on 12.2.1

Note :

R
A

A
A*

A*

As appropriate, subject to limits in Sections 1.3 , Submission of Tender Bids, Section 1.7 , Award of Sub-Contract and Section 4.1 , Trade or Stock
Purchases.

4.4
4.4.1
4.4.2
4.4.3
4.4.4
4.4.5
4.5

SALES / CREDIT CONTROL

Company Policies
Based on approved company policies
Customer credit limits
Operational Guiding Principle on Selling Prices List
and Discounts
Execution of Selling Prices and Discounts
Litigation

R
A
A

LEASING OR RENTAL INCOME / ARRANGEMENT

Limit is based on lease/rental receivable per annum
>
RM50.0 K

RM50.0 K

R (Legal)

A
A

For termination of contract, the DAL limit for the respective DAL holder should be 50% of the above. The DAL limit is referred to the original

Note:

contract sum

4.4
4.4.1
4.4.2

OPENING / CLOSING OF OFFICE : Regional Offices, Project Offices, Site Offices, Branches, etc
International
A
MR
Domestic
A

R
R

4.5
4.5.1
4.5.2

ADD / DELETE PRODUCT LINES

Unplanned
Planned

4.6

CREDIT OR WAIVER
All matters

Note :

4.7

PURCHASING (PURCHASE ORDER, CONTRACTS AND OTHER ORDERS OF COMMITMENTS)

[ PROCUREMENT / PURCHASING (EXCLUDING IMPLEMENTATION OF SECURED CONTRACTS OR

A*

A*

Exercised in accordance with limit under Section 3.1. Disposal/Write off of current assets (including receivables and inventories).

APPROVED PROJECTS / EXERCISE)^ ]

Based on approved requisitions
>

RM250 K

RM250 K
RM200 K
RM50 K
RM10 K

Note:

A*
A
A
A
A (HOO)

The limits of this section is applicable to the designated purchasing department, as detailed out in Guideline no. 10 and applicable to Procure-To-Pay (P2P)
system and any other procurement system used subsequently.
Approval by the heads of the designated department responsible for procurement (Guideline 11).
^

For execution of secured E&C / Business Development contracts, Section 1.7 shall apply and approved projects / exercises, Section 5 ,
Appointment of Consultants, shall apply.
Approval in the procurement system to be executed on behalf by DOO/COO/CFO, provided approved requisitions in writing through
Management Papers, email correspondences etc. in accordance with the respective DAL limits.

Page 3 of 17

Transactions
5.

BoD

MD FGB

CEO/DD

HoDiv

MR
A

R
R
A

R
R
A

HoD
Finance

HoDs

APPOINTMENT OF CONSULTANTS / ADVISERS

5.1
5.1.1

5.1.2

ENGINEERING / TECHNICAL CONSULTANTS

Budgeted (Per Transaction)
>
RM5.0 M

RM5.0 M

RM500.0 K
Unbudgeted (Per Transaction)
>
RM500.0 K

RM500.0 K

RM100.0 K

MR
A

Note:
For termination of contract, the DAL limit for the respective DAL holder should be 50% of the above. The DAL limit is referred to the original
contract sum.

5.2
5.2.1

5.2.2

OTHER CONSULTANTS INCLUDING FINANCE, CORPORATE, LEGAL #, IT, HR, TRAINING, PR, MEDIA, EVENT ORGANISER, ETC
Budgeted (Per Transaction)
>
RM2.5 M
A
MR
R

RM2.5 M
R
A

RM250.0 K
A
R
Unbudgeted (Per Transaction)
>
RM500.0 K
A
MR
R

RM500.0 K
R
A

RM50.0 K
A
R

Note:
For termination of contract, the DAL limit for the respective DAL holder should be 50% of the above. The DAL limit is referred to the original
contract sum.
The limit granted is in respect of the professional fees. Out-of-pocket expenses of not more than 20% should be allowed as additional limit on top of
the DAL limit granted above. Any statutory tax arising from the fee (i.e. service tax or GST) is not subject to the approval requirement under the DAL.
If actual cost exceeds earlier approval based on estimate, an approval is required to be sought for the total cost, instead of the incremental amount.
Any appointment of external legal advisers and the amount of fees to be paid in relation to the appointment shall require the joint approval or

recommendation of Head of LGL, except under exceptional circumstances where it is approved directly by MD FGB (e.g. when there is a need for
confidentiality).

6.

OPERATING EXPENSES
6.1

PAYROLL
Listing of payroll

Payment

JA

Note:

6.2
6.2.1

STAFF TRAVEL AND RELATED CASH ADVANCE

Overseas
MD

6.2.2

Approval by HOD(FGB CHRAD) if MD is not available and to be subsequently ratified by MD.

A^

CEO/DD, HOC and below

Local
CEO/DD
HOC and below

A*@

Staff cash advance

CEO/DD
HOC and below

6.3

Approval as apppropriate based on reporting line.

Travelling by flight is subject to approval by MD

Subject to Faber's internal process in controlling outstanding staff advances

STAFF CLAIMS (excluding standard staff benefit entitlement #)

Based on approved policies and rates
CEO/DD
HOC and below
#

Note:

A#

R#

A*

A*

A
A*@

GIFTS^, DONATION AND SPONSORSHIP

Budgeted (Per Transaction)
>
RM100.0 K

6.4.2

A#

All matters relating to staff benefits claims e.g. handphone reimbursement, membership subscription, etc are to be routed to FGB CHRAD to ensure
compliance
entitlement
limits
before processing
for payment.
Approval aswithin
apppropriate
based
on reporting
line.

6.4
6.4.1

A*@

A*@

HOD and below

Note:

A*@
A#

HOD and below

Note:

HOD and below

6.2.3

A*
JA
(FGB CHRAD)

RM100.0 K

RM10.0 K
Unbudgeted (Per Transaction)
>
RM50.0 K

RM50.0 K

A#
A
A

A
A#

MD, with the concurrence of the Chairman, may approve and subsequently obtain BoD's ratification if time does not permit waiting for next
BoD meeting.
^ Gifts are limited to the following circumstances/transactions:
(a) Gifts in the form of corporate souvenirs
(b) Festive gifts to key shareholders limited to those which are critical and important to the business/operations

Page 4 of 17

(c)

Gifts provided to employees at large during staff events,i.e. family day, annual dinner, awards given to employees or their children for achievement of good

Page 5 of 17

Transactions
6.

BoD

MD FGB

CEO/DD

HoDiv

HoD
Finance

A*

A*

OPERATING EXPENSES (CONT'D)

6.5

PETTY CASH EXPENSES / REIMBURSEMENTS

6.5.1

Float Amount (maximum limit per float is RM5,000)

6.5.2

Payments (up to RM500 per transaction)*

6.5.3

Payments (up to RM200 per transaction)

Note:

6.6

STATUTORY OR MANDATORY PAYMENTS

FGB and its inactive subsidiary or associate companies
Administrative (utilities, assessment, quit rent, road tax and car insurance)

6.6.1

6.6.2

A
A*

Splitting of expenses to circumvent the transaction limit is prohibited.

>

RM250.0 K

RM250.0 K

A
A
(FGB CHRAD)

Personnel (EPF, tax, etc)

A
(FGB CHRAD)

All matters
6.6.3

6.7

Note:

6.8
6.8.1

6.8.2

Financial (tax, zakat, etc)

>

RM250.0 K

RM250.0 K

A
A

CORPORATE CARD (ISSUANCE, CANCELLATION & ADMINISTRATIVE MATTERS)

Based on current Staff Terms and Conditions

A^

By HOD(FGB CHRAD) or in his/her absence by CFO of FGB for urgent cases.

Should the issuance or cancellation is not within the staff terms and conditions, approval from MD FGB is required.

A#
(FGB CHRAD)

OTHER SERVICES / OPERATING EXPENSES (INCLUDING PROMOTIONAL AND ADVERTISING EXPENDITURE)

Budgeted (Per Transaction)
>
RM2.5 M
A
R

RM2.5 M
A
R

RM200.0 K
A

RM150 K

RM50 K

RM10 K

A
A
A

Unbudgeted (Per Transaction)

>

RM500.0 K

RM500.0 K

RM50.0 K

RM10.0 K

RM5.0 K

A
A

R
A
A
A
A

Up to RM1 K
Note :

7.

HoDs

Additionally, please refer to Section 4.2 for the limits on procurement / purchasing.
For termination of contract, the DAL limit for the respective DAL holder should be 50% of the above. The DAL limit is referred to the original contract sum.

STAFF MATTERS
7.1
CHANGES IN STRUCTURE, COLLECTIVE AGREEMENT OR HUMAN RESOURCE POLICIES
7.1.1

Policies and Strategies

7.1.2

Broad operational guiding principles and basis based on 7.1.1 above#

7.1.3

Execution based on 7.1.2 above

^

Clearance from UEM Group HR is required

Note :

Any deviation from approved policies other than those specifically provided for in the DAL require approval from MD of FGB with
recommendation by HOD(FGB CHRAD).

7.2
7.2.1
7.2.2
7.2.3

CHANGES IN ORGANISATION STRUCTURE

Company Structure
Divisional Structure
Departmental Structure (below HoD)

7.3
7.3.1

STAFF RECRUITMENT@
Senior Management: Directors, MD, staff grades from UE9 and above

R
(FGB CHRAD)
R
(FGB CHRAD)

A
A
A

New appointments / re-appointment

-

Board of Directors

MD

UT2 and above, or Senior Management at critical position

UT1 - UE9

R
A^

Page 6 of 17

Page 7 of 17

Transactions
7.

BoD

MD FGB

CEO/DD

HoDiv

HoD
Finance

HoDs

STAFF MATTERS (CONT'D)

7.3.2

7.3.3

7.3.4

Others: Within the Budgeted Manpower Levels for Each Grade

-

UE8 and below

UE4 and below

UE8 and below

Non-executives

UE8 and below

Non-executives

Includes re-appointment of staff after retirement.

For UE9 and above, with recommendation from UEM

Appicable to Head of FGB CHRAD grade at UT1 and above

DAL is only applicable for budgeted manpower level

CONFIRMATION / REDESIGNATION / REDEPLOYMENT / TRANSFER

7.4.1

Senior Management:
A&

UT2 and above, or Senior Management at critical position

UT1 - UE9

A^

UE8 and below

UE4 and below

Others

UE8 and below

Non-Executive

R
(FGB CHRAD)

R*
(FGB CHRAD)

With recommendation from relevant department heads.

&

Confirmation after completion of probationary period with no change in status and grade is approved by MD

For UE9 and above, with recommendation from UEM

PROMOTIONS
A

R
A^

Non-Execs
Note:

JR

JR
(FGB CHRAD)

Staff promotion require joint recommendation from heads of department and Head of FGB CHRAD.

DISCIPLINE / TERMINATION / MUTUAL SEPARATION SCHEME / MEDICAL BOARD OUT

UT2 and above, or Senior Management at critical position

R
A^

UT1 and below

A*
(FGB CHRAD)

Non-Executive
^

For UE9 and above, with recommendation from UEM

Applicable to Head of FGB CHRAD grade at UT1 and above

RETRENCHMENT / VOLUNTARY SEPARATION SCHEME

Policy and procedures
Execution based on 7.7.1 above
UT2 and above, or Senior Management at critical position
-

Note:

R*
(FGB CHRAD

UT1 and below

7.7
7.7.1
7.7.2

R
(FGB CHRAD)

Expatriates and Overseas Personnel

UT2 and above, or Senior Management at critical position

Note:

R*&
(FGB CHRAD)

Note :

7.6

R
(FGB CHRAD)

Recruitment require joint recommendation from relevant department heads and FGB CHRAD.
For recruitment which involves repayment of short notice period and/or bond, approval from MD is required.

7.4

7.5

R
(FGB CHRAD)
R
(FGB CHRAD)

Expatriates and Overseas Personnel

&

7.4.3

R*
(FGB CHRAD)

Others: Beyond the Budgeted Manpower Levels for Each Grade

Note:

7.4.2

R
(FGB CHRAD)

R&

UT1 and below

&

Joint recommendation by UEM

For UE9 and above, with recommendation from UEM

A^

Page 8 of 17

R
(FGB CHRAD)

Transactions
7.

BoD

MD FGB

CEO/DD

HoDiv

HoD
Finance

HoDs

STAFF MATTERS (CONT'D)

7.8
7.8.1

7.8.2

7.8.3

WAIVER OF NOTICE, RESIGNATIONS & EARLY RETIREMENT

Senior Management:
-

UT2 and above, or Senior Management at critical position

UT1 - UE9

A^

UE8 and below

UE4 and below

Others
R
(FGB CHRAD)
A*
(FGB CHRAD)

Expatriates and Overseas Personnel

-

UE8 and below

Non-Executive

Note :

R
(FGB CHRAD)
A*
(FGB CHRAD)

With recommendation from the relevant head of department.

^

For UE9 and above, with recommendation from UEM

Applicable to Head of FGB CHRAD grade at UT1 and above

7.9
7.9.1

INCREMENT, BONUS (INCLUDING EX-GRATIA) AND LONG TERM INCENTIVE PLAN ("LTIP")
Policy on annual rate, quantum and principle of distribution
A
R&

7.9.2

Individual Distribution :
-

MD

UT2 and above, or Senior Management at critical position

UT1 and below

R
A^

R
(FGB CHRAD)

Note:

&

With recommendation from UEM

For UE9 and above, subject to recommendation from UEM

7.10
7.10.1

LEAVE APPROVAL
Leave as per approved Staff Terms & Conditions
CEO/DD

A
A*

All other employees

7.10.2

Note :

7.11
7.11.1

7.11.2

Unpaid leave (less than 3 years) - subject to recommendation based on reporting line.
CEO/DD
A
Others
>
1 to 3 years

1 year

Approval as appropriate based on reporting line.

With concurrence from the relevant head of department

&

For UE 9 and above and for unpaid leave of more than 3 months, MD's concurrence is required.

STAFF TRAINING : LOCAL AND OVERSEAS

Overseas (individual)
CEO/DD
All other employees
Local (individual)
CEO/DD
>
RM5.0 K

7.11.3

A*

A*

A*

A
A&#
(FGB CHRAD)

A
A
A
A
A
(FGB CHRAD)

RM5.0 K

In-house (overall training expenses)

>

RM25.0 K
RM25.0 K

A
A
(FGB CHRAD)

Page 9 of 17

Transactions
7.

BoD

MD FGB

CEO/DD

HoDiv

HoD
Finance

HoDs

STAFF MATTERS (CONT'D)

7.12

STAFF WELFARE ACTIVITIES

7.12.1

Budgeted

7.12.2

7.13

>

RM500.0 K

RM500.0 K

RM50.0 K

A
A
A

Unbudgeted
>

RM250.0 K

RM250.0 K
RM25.0 K

A
A
A

STAFF LOANS, FESTIVAL ADVANCES AND BENEFITS

(Based on approved Staff Terms and Conditions)
CEO/DD

All Other Employees

A
(FGB CHRAD)

7.14

ADVANCES FOR OPERATIONAL MATTERS (APART FROM STAFF TRAVEL)@

CEO/DD

All Other Employees

>
RM10.0 K

RM10.0 K

RM5.0 K

RM1.0 K

R
A

Approval by DH(HR) can only be executed once management paper or equivalent approval is obtained from MD

Note :

Advances for staff travel are subject to limits in Section 6.2 , Staff Travel and related cash advance.

7.15

ISSUANCE OF LETTERS RELATING TO HR MATTERS

A
(FGB CHRAD)

After proper approval obtained

8.

R
A

R
(FGB CHRAD)
R
(FGB CHRAD)
R

SECRETARIAL MATTERS
8.1

CORPORATE REPRESENTATIVES / PROXIES

8.1.1

Appointment of FFSB and its Subsidiaries's corporate representatives(s) or proxies to

attend general meetings of its various Group Companies

8.1.2

Revocation of appointment of FFSB and its Subsidiaries's corporate representative(s)

or proxies

8.1.3

Change of FFSB and its Subsidiaries's corporate representative(s) or proxies

8.2

NOMINEE DIRECTORS

8.2.1

Operating Companies
Nomination, revocation and/or change of FFSB and its Subsidiaries's corporate
representatives to attend general meetings and/or nominee directors to the BoD of the
various Group Companies to represent its interest

8.2.2

Inactive / Dormant Companies

Nomination, revocation and/or change of FFSB and its Subsidiaries's corporate
representatives to attend general meetings and/or nominee directors to the BoD of
various Group Companies to represent its interest

8.3

FORMATION OF BOD COMMITTEE AND NOMINATION OF COMMITTEE MEMBERS

Formation of Committee and nomination, revocation and/or change of Board's
committee members

8.4

COMPANY SECRETARY(S)

8.4.1

Operating Companies
Appointment, termination or change of Company Secretary(s)

8.4.2

MR
A^

Inactive / Dormant Companies

Appointment, termination or change of Company Secretary(s)

R
(LGL/SEC)

R
(LGL/SEC)

Note:

8.5

SHARE REGISTRARS / SECURITIES REGISTRARS

8.5.1

Appointment of Share or Securities Registrars

8.5.2

Change / termination of services of Share or Securities Registrars

For statutory purposes, board approval of the respective investee inactive/dormant companies is required

Page 10 of 17

Transactions
8.

BoD

MD FGB

CEO/DD

HoDiv

HoD
Finance

HoDs

SECRETARIAL MATTERS (CONTD)

8.6

REGISTERED OFFICE
Change of Registered Office

8.7
8.7.1
8.7.2

GENERAL MEETINGS OF FGB GROUP OF COMPANIES

Proposed resolution for change of equity (eg. capital call/reduction) which have
negative impact on the equity holding of FFSB and its Subsidiaries in the Group
Companies
Proposed issuance or grant of share options (including
shadow shares and employee options), convertible
securities or warrants or other commitments for the

issuance of any type of securities)

8.7.3

Proposed resolution involving acquisition or divestment of assets of the Group

Companies

8.7.4

Proposed resolution relating to transfer/novation/ assignment of rights / assets of Group

Companies which are required at law or under the Listing Requirements to be approved
by the shareholders

8.7.5

Proposed resolution relating to financial restructuring or winding up of Group

Company(ies) which may have an impact on the equity holding of FGB in the Group
Company(ies)

8.7.6

Any other proposed resolution(s) which may have negative impact, whether direct or
indirect, on the equity holding of FFSB and its Subsidiaries in the Group Company(ies)

8.7.7

Proposed tabling of resolution as ordinary business or special business i.e. receive or

adopt annual audited accounts, re-appoint auditors, re-elect or re-appoint directors,
retention of independent directors who have served in that capacity for more than 9
years, declare final dividend payment of director's & auditors' fees, payment of exgratia to directors, change of companys name, change of auditors, changes to the
M&A and compliance with governing authorities' requirements matters etc of Group
Companies.

8.7.8

Preparation of the relevant instruments for appointment of proxy, corporate

representative or such other documents of representation in accordance with the
relevant approvals

A
(LGL/SEC)

8.7.9

Initiate and authorise the circulation of member's circular resolution(s) in respect of

audited financial statements or such matters as may be legally appropriate, in respect of
subsidiaries in the FFSB and its Subsidiaries Group

A
(LGL/SEC)

8.8

DIRECTORS & COMMITTEE MEMBERS REMUNERATION AND BENEFITS

8.8.1

Approval for the increase in remuneration and benefits of the CEO/DD of FFSB and its
Subsidiaries

8.8.2

Approval for the increase in directors' fees of the Non-Executive Directors of FFSB
and its Subsidiaries as well as ex-gratia payment for the Non-Executive Directors of
FFSB and its Subsidiaries

8.8.3

Approval for the increase in fees payable to members of the various committees of
FFSB and its Subsidiaries

8.8.4

Approval for the increase in other benefits of the Non-Executive Directors and
Committee Members of FFSB and its Subsidiaries

8.9

CHANGE IN SHARE CAPITAL / SECURITIES

8.9.1

Issuance of shares by FFSB and its Subsidiaries within Section 132D of the Companies
Act, 1965

8.9.2

Issuance or grant by FFSB and its Subsidiaries of share options (including shadow
shares and employee options), convertible securities or warrants or other commitments
for the issuance of any type of securities)

8.9.3

Issuance of any preference shares, debentures, loan stocks or securities by FFSB and its
Subsidiaries

8.9.4

Redemption of preference shares, debentures, loan stocks or securities issued by FFSB

and its Subsidiaries

8.9.5

Reduction of share capital of FFSB and its Subsidiaries

8.10

CHANGE IN MEMORANDUM & ARTICLES OF ASSOCIATION

Any alteration or amendment or deletion or whatsoever proposed changes to the

8.11
8.11.1
8.11.2

SUBSTANTIAL PROPERTY TRANSACTIONS INVOLVING DIRECTORS

Disposal of undertaking or property of FFSB and its Subsidiaries by its directors within
Section 132C of the Companies Act 1965
Substantial property transactions involving directors of FFSB and its Subsidiaries
within Section 132E of the Companies Act 1965

A
A

Page 11 of 17

R
(FGB CHRAD)

Transactions
8.

MD FGB

CEO/DD

HoDiv

HoD
Finance

HoDs

SECRETARIAL MATTERS (CONTD)

8.12

9.

BoD

RECEIVERS / LIQUIDATORS
Appointment of receivers & managers or liquidators for subsidiary / associated
companies of FFSB and its Subsidiaries

LEGAL MATTERS
9.1

LEGAL ACTION (LITIGATION): VALUE OF CLAIM PER LITIGATION / ARBITRATION MATTER

i. Commencement or settlement (including out of court settlement or submission of proposed settlement to the relevant courts of jurisdiction) of any litigation or arbitration
matter.
ii. Defending
a litigation
or arbitration to be notified at the next board seating.
>
RM2.5
M
R
A

9.2

RM2.5 M

RM500.0 K

R
(LGL/SEC)
R
(LGL/SEC)

A
A

AGREEMENTS
Any agreement or documents with legal implication shall be reviewed by LGL to ensure, among other things, that the terms and conditions reflect the
approval / approval in principle of the relevant internal authority for the transaction. For the avoidance of doubt, the authority limits for the underlying
transaction, such as the award of the contract/sub-contracts shall apply before the relevant agreement is entered into and/or subsequent renewal.

9.2.1

Contractual obligations / financial related transactions

Management Agreements, Joint Venture Agreements# ,Shareholders' Agreements,
Assignment Agreements,Trust Deed, Subscription for Securities Agreements,
Debentures, Power of Attorneys, Loan / Facility, Agreements, Agency Agreements
(Financials), Promoter's Fee Agreements, Guarantees, Indemnities /Undertakings,
Options, Memorandum of Understanding# ("MoU"), agreements in relation to
acquisition or disposal of land / properties# and other agreements involving equity or

9.2.2

Agreements in respect of day-to-day operations

9.2.2.1

All agreements related to Related Party Transactions

9.2.2.2

All agreements related to Non- Related Party Transactions

9.2.2.3

All agreements related to Mandated Recurrent RPTs ("RPTs")

A@

a) New and renewal not covered in (b) below

R
(ARC)

b) Renewal with no less favourable terms

9.2.2.4

Tenancy Agreement for residential and commercial property management contract

Note :

Only applicable to agreement or issuance of Guarantees, Indemnities / Undertakings and Options involving equity or contractual obligations or contingent
liabilities.

Joint Venture Agreements, Shareholders Agreements,Memoranda of Understanding and agreements in relation to acquisition or disposal of land/properties
would have to be reviewed and recommended by FGB Investment Committee

if any one of the percentage ratios of a RPT is 25% or more as defined in Chapter 10 of the Listing Requirements of Bursa Malaysia, strictly to be approved
by the shareholder(s) of FGB only.

9.2.2

Agreements in respect of day-to-day operations

9.2.2.4

Agreements related to Property Sales

(i) Extension of time to sign S&P Agreement

- based on the date of Letter of Instruction
> 30 days

30 days

A
A

7 days
(ii) Signing of S&P Agreement, Deed of Covenants, Rebate Agreement, Developer
Interest Bearing Scheme (DIBS), Car Park/Store Agreement, Letter of Rewards

(iii) Contract Related to Deed of Financing for

Purchase of Unit :
a) Loan Agreement cum Assignment for loan granted to purchasers to complete the
b) Letter of undertaking to Bank / cash buyer to deliver title, transfer and refund in the
c) Acknowledgement of Receipt and Reassignment
d) Deed of Assignment / Novation (subsale)

Page 12 of 17

Transactions
9.

BoD

MD FGB

CEO/DD

HoDiv

HoD
Finance

HoDs

LEGAL MATTERS (CONTD)

9.3

CORPORATE DISCLOSURE POLICY TO BURSA MALAYSIA SECURITIES BHD

Disclosure of material information which is expected to have a material effect on

price, value or market activity of any of the companys securities as more particularly
stated in Sections 9.03 and 9.04 of the Listing Requirements

Immediate announcements to the Exchange as more particularly stated in Section 9.19

of the Listing Requirements with the exception of items stated herein below

Immediate announcements to the Exchange on:a) All resolutions put to a general meeting of FFSB and its Subsidiaries and
immediately after such meeting whether or not the resolutions were carried

A
(LGL/SEC)

b) Any change of address or telephone number and/or facsimile number of the

registered office of FFSB and its Subsidiaries or of any office at which the register of
securities of FFSB and its Subsidiaries is kept

A
(LGL/SEC)

c) Any notice relating to substantial shareholding which FFSB and its Subsidiaries
has received

A
(LGL/SEC)

d) Any notice referred to in Section 135(1) of the Companies Act, 1965 which FFSB
and its Subsidiaries has received

A
(LGL/SEC)

e) Any acquisition/ disposal of shares in a company which results in such company

becoming/cease as a subsidiary of FFSB

A
(LGL/SEC)

10. FINANCE, INCLUDING CORPORATE AFFAIRS AND TREASURY

10.1

TREASURY / ACCOUNTING POLICIES

10.1.1

Company Policy and Strategies (including Treasury Policy & Procedures / Financial
Risk Management and any other related policies)

10.1.2

Variations / amendments / additions / deletions to policy which are not contradictory to

the approved principle

10.1.3

Operational Issues

10.1.3.1 - Broad operational policies / principles based on company's policies and strategies

R
(CFO FGB)

R
(CFO FGB)

10.1.3.2 Execution based on 10.1.3.1 above

R
(CFO FGB)
A
(CFO FGB)

10.2

BORROWINGS/PROJECT FINANCING/REFINANCING

10.2.1

Company Policy and Strategies

R
(CFO FGB)

10.2.2

All new credit / banking facilities / trade facilities / debt securities and/or renewals with
the increase in the amount of facilities / exposure

R
(CFO FGB)

10.2.3

All renewal / variation / amendment of terms of credit / banking facilities / trade

facilities with no increase in the amount of facilities / exposure (subject to limits and
mode of operation of signatories approved by the BoD from time to time)

A*

R
(CFO FGB)

10.2.4

Execution / utilisation of approved credit / trade facilities (subject to limits and mode
of operation of signatories approved by the BoD from time to time)

R
(CFO FGB)

10.2.5
Note :

Prepayment/early settlement of outstanding loans prior to maturity date, other than

those arising
from refinancing
exercise
Applicable
if such approval
is required by lenders.

R
(CFO FGB)

R
(CFO FGB)

10. FINANCE, INCLUDING CORPORATE AFFAIRS AND TREASURY

10.3

FUND MANAGEMENT

10.3.1

Appointment of Fund Managers for cash placement/deposits

10.3.2

Approved Counterparties / Financial Institutions and exposures / risk for cash

placement / deposits

Note :

In consultation with UEM TRS

Page 13 of 17

Transactions

BoD

MD FGB

CEO/DD

HoDiv

HoD
Finance

10. FINANCE, INCLUDING CORPORATE AFFAIRS AND TREASURY (CONTD)

10.4

CASH PLACEMENT AND DEPOSITS

10.4.1

Execution based on approved policies and procedures (subject to limits and mode of
operation of signatories approved by the BoD from time to time)

10.5

INVESTMENT IN UEM SPECIAL INVESTMENT FUNDS / UNIT TRUST FUNDS / FIXED INCOME

10.5.1

Operational Issues

10.5.2

Execution based on approved policies and procedures

Note :

R
A

In consultation with UEM TRS

SWAPS AND DERIVATIVES TRANSACTIONS

10.6
HEDGING - FOREIGN EXCHANGE / INTEREST RATE SWAP / OPTIONS / COMMODITIES
10.6.1

Company Policy and Strategies

R
(CFO FGB)

10.6.2

Execution of global contracts /agreements

R
(CFO FGB)

10.6.3

Execution of forward and/or ranged rates, interest rate options and commodities
hedging option (subject to limits and mode of operation of signatories approved by the
BoD from time to time)

R
(CFO FGB)

10.7

OPERATIONS OF ACCOUNTS MAINTAINED WITH FINANCIAL INSTITUTIONS AND SECURITIES /

INVESTMENT ACCOUNTS (CDS ETC.) (including authorisation & change of signatories)

10.7.1

Opening / Closing of accounts

10.7.2

Change in authorised signatories and mode of operations

10.8

PROVISION OF FINANCIAL ASSISTANCE TO RELATED COMPANY (exclude payment on behalf)

10.8.1

(a) For wholly-owned subsidiary companies of FGB

> RM1.0 M 1

RM1.0 M
(b) Any amount to non-whollly owned subsidiary companies of FGB (including
associates) 1
10.8.2

10.8.3

Interest rate charged on intercompany fundings in line with transfer pricing review
Group Companies, excluding Corporate Office companies

Corporate Office companies

R
(CFO FGB)

Variation / amendment of terms to the approved financial assistance with no increase in

quantum / exposure (subject to limits and mode of operation of signatories approved
by the BoD from time to time)

R
(CFO FGB)
A
(CFO FGB)

(subject to limits and mode of operation of signatories approved by the BoD from time to time)

A
(CFO FGB)

10.8.4

All intercompany fundings of Corporate Office companies for operational purposes

10.8.5

Operational Issues (subject to limits and mode of operation of signatories approved by

the BoD from time to time)

Note :

10.9

CENTRALISED TREASURY MANAGEMENT OF GROUP COMPANIES

10.9.1

Borrowings / Project Financing / Refinancing

10.9.1.1

Execution / utilisation of approved credit / trade facilities (subject to limits and mode
of operation of signatories approved by the BoD from time to time)

10.9.2

Investment By Subsidiaries / Group Companies into UEM-Special Investment Fund

And Cash Pooling

10.9.2.1

Operational Issues (subject to limits and mode of operation of signatories approved by

the BoD from time to time)

A
(CFO FGB)

10.9.2.2

Execution based on approved policies and procedures (subject to limits and mode of
operation of signatories approved by the BoD from time to time)

A
(CFO FGB)

10.9.3

Foreign Exchange/Commodities/Other Derivatives Instruments as approved by

respective companies

10.9.3.1

Execution (subject to limits and mode of operation of signatories approved by the

BoD from time to time)

Note :

A
(CFO FGB)

Financial assistance would have to be reviewed and recommended by FGBs Investment Committee.

A
(CFO FGB)

In consultation with UEM TRS

Page 14 of 17

HoDs

Transactions

BoD

MD FGB

CEO/DD

HoDiv

HoD
Finance

HoDs

10. FINANCE, INCLUDING CORPORATE AFFAIRS AND TREASURY (CONT'D)

10.10
ANNUAL ACCOUNTS / DIVIDEND POLICY
All Matters
10.11

STRATEGIC PLANS (including any significant change in the nature or scope of business)

10.11.1 Group Level

10.11.2 Company Level

10.12

ANNUAL OPERATING PLAN AND BALANCE SCORECARD

10.12.1 Group Level

10.12.2 Company Level

10.13

R
A

R
A

SIGNING OF OFFICIAL RECEIPTS

To External Parties
> RM100.0 K
RM100.0 K

A
A

To Group Companies
-

Any amount

Note :

10.14

PAYMENT VOUCHERS

The HoF as authorised above, may, at his/her discretion, delegate his/her limit or a certain limit to designated personnel. However, the overall
responsibility for any delegated authority still resides with HoF.

Approval of payment vouchers are based on approved transaction documents per relevant DAL

10.14.1

>

RM1.0 M

10.14.2

RM1.0 M

Note :

A
A

The HoF may, at his/her discretion, delegate a limit of up to RM10K to designated personnel of a grade not lower than UE4. However, the overall
responsibility for any delegated authority still resides with HoF.

^
@

HoF is authorised to approve all payment vouchers for payments of intercompany charges among Corporate Office
companies, for unlimited amount.

10.15

JOURNAL VOUCHERS - AUTHORISATION

Note :

10.16

ISSUANCE OF CREDIT NOTES

Authorisation based on approved transaction documents per relevant DAL or approved

HoF may, at his/her discretion, delegate a limit of up to RM10K to designated personnel of a grade no lower than UE4. However, the overall
responsibility for any delegated authority still resides with HoF.

10.16.1 Based on approved credit / waiver in Section 12.6, Credit or Waiver

10.16.2 Others (adminstrative, rectification, or others)

>

10.17

RM100.0 K

RM100.0 K

RM10.0 K

R
A

R
A

ISSUANCE OF INVOICES AND DEBIT NOTES

10.17.1 Based on completed deliveries / certifications

>

RM500.0 K

RM500.0 K

Note :

10.18

ACCOUNTING ESTIMATES, PROVISIONS / ALLOWANCES

A^
A^

HoF is authorised to approve the issuance and acceptance of debit notes on intercompany charges among Corporate Office companies, for unlimited

Include allowances for doubtful debts, impairment loss, change in accounting estimates
To follow limits as set out in Sections 2.2, Property, Plant and Equipment, Rights and other Non-Current Operating Assets (write-off) and 3.1, Current Assets (Including
Receivables and Inventories) (write-off)

Page 15 of 17

Transactions

BoD

MD FGB

CEO/DD

HoDiv

HoD
Finance

HoDs

10. FINANCE, INCLUDING CORPORATE AFFAIRS AND TREASURY (CONT'D)

10.19

MANAGEMENT OF INFORMATION, COMMUNICATION AND TECHNOLOGY

10.19.1 Company Policy and Strategies

10.19.2 Revision and improvements to Policies & Procedures

R
A

10.19.3 Operational administrative decisions

10.19.4 Entering into or renewal of maintenance contracts

10.19.5 Entering into or renewal of software licences

All new/renewal of contracts or purchases will be subjected to limits in Sections 2.1 , Capital Expenditure, Section 5.2 , Other Consultants or Section 6.8 ,
Other operating expenses.

Note:

11. INVESTMENTS
11.1

INVESTMENT POLICIES

11.1.1

Company Policy and Strategies

11.1.2

Operational Issues

11.1.2.1 Broad operational policies / principles based on company's policies and strategies

11.1.2.2 Execution based on 11.1.2.1 above

11.2

BUSINESS / LONG-TERM INVESTMENTS (including listed or unlisted equity / debt securities)

11.2.1

All acquisitions of business / investments

- All matters

11.2.2

All divestments of business / investments

All matters

11.2.3

All overseas equity ventures

- All matters

11.2.4

Transfer of securities or movement of securities to nominees (with no change in

beneficial ownership)

11.3

SHORT-TERM INVESTMENTS (including listed or unlisted equity / debt securities)

11.3.1

All acquisitions of business / investments

11.3.2

>

RM1.0 M

RM1.0 M

R
A

R
A

R
A

All divestments* of business / investments

>

RM1.0 M

RM1.0 M

R
A

11.3.3

Transfer of securities or movement of securities to nominees (with no change in

Note :

11.4

ACQUISITION OF NEW LAND BANK FOR PROPERTY DEVELOPMENT

11.4.1

Land acquisition

11.4.2

Placement of non forfeitable earnest monies, of up to 2% of the estimated land price to

be placed with a stakeholder upon issuance of Letter of Intent / Offer (Conditional)

11.4.3

Payment for forfeitable earnest monies with a stakeholder upon issuance of the Letter
of Offer to the landowner, subject to the following criteria :

All transfer or assignment of securities to other party(ies) or nominees that may result in a change in the beneficial ownership is deemed a divestment.

> Land in the vicinity of Klang Valley and Greater Klang Valley and New
Economic Corridor as well as new growth areas; and
> Market value of the land is valued by a reputable registered valuer; and
> Earnest monies not exceeding RM 1 million per transaction
12. OTHER MATTERS
12.1

PRESS RELEASES

12.1.1

Of a sensitive nature (see note ^ below)

12.1.2

Routine and operational matters

12.1.3

Release of price sensitive financial results

A
A
A

JR

R
(CFO FGB)

12.1.4

Bursa Malaysia Compliance Requirements

Note :

12.2

COMPANY POLICIES AND PROCEDURES

12.2.1

Company policy and principles

Board to be informed.

Page 16 of 17

R
(ICT FGB)
R
(ICT FGB)
R
(ICT FGB)

12.2.2

Operational procedures and processes

Page 17 of 17