new ffsb's dal 2013-final

BoD MD FGB CEO/DD HoDivHoD

Finance HoDs

1. BUSINESS DEVELOPMENT

1.1 NEW PROJECT PROPOSAL / SUBMISSION OF PROPOSALS

1.1.1 Projects with privatisation A MR R

1.1.2 Project partners 1 A MR R

1.1.3 Overseas proposals 1 A MR R

1.1.4 All other proposals AR

(FGB BD)

1.1.5 All other proposals / quotation (For existing customer)

> RM 5.0 M A MR R

> RM 1.0 M A R R

< RM 1.0 M A R R

< RM50 KA

(HOO)

1.1.6 Others A* R

Note: 1 All submission of proposals on privatisation and overseas ventures would have to be reviewed and recommended

by FGB’s Investment Committee.

* Proposal without any financial commitment.

2 < RM100k - HOC to delegate authorities

1.2 SUBMISSION OF PRE-QUALIFICATION BIDS

> RM25.0 M A MR R (FGB BD)

RM25.0 M A R (FGB BD)

Note:

1.3 SUBMISSION OF TENDER BIDS

> RM40.0 M 1 A MR R

RM40.0 M A R

RM10 M A R (FGB BD)

1 Submission of tender bids >RM40M would have to be reviewed and recommended by FGB’s Investment Committee.

1.4 AUTHORISATION OF COSTING FOR PROPOSAL/TENDER BID/QUOTATION

> RM5.0 M A MR R R

> RM1.0 M A R R

< RM1.0 M A R R

< RM50 KA

(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

RM100.0 K A R (FGB BD)

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

1.6 ACCEPTANCE OF AWARD OF CONTRACT

> RM20 M A MR R

≤ RM20 M A R

RM1 M A R (FGB BD)

RM500 K A R R

RM50 K A

1.7 LIST OF TENDERERS (estimated value per project)

> RM50.0 M A MR R

RM50.0 M A R

RM5.0 M A R

RM1.0 M A R R (HOO)

RM20 KA (TPD),

R (HOO)

Faber Facilities Sdn Bhd & It's subsidiaries DAL

Transactions

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.

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Finance HoDs

1. BUSINESS DEVELOPMENT (CONTD)

1.8 AWARD OF CONTRACT / SUB-CONTRACT

1.8.1 Budgeted (Per Transaction)

> RM5.0 M A* MR R

RM5.0 M A* R

RM300 K A R

RM200 K A R (HOO)

1.8.2 Unbudgeted (including cumulative variation orders)

> RM2.0 M A MR R

RM2.0 M A R

RM250 K A R

RM150 K A R (HOO)

Note : 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 ACQUISITION / CAPITAL EXPENDITURE


> RM2.5 M A MR R

RM2.5 M A R

RM250 K A R R

RM100 K A R

RM5 K A

2.1.2 Unbudgeted (Per Transaction)

> RM500 K A MR R

RM500 K A R

RM50 K A R R

RM25 K A R

RM1 K A

Note :

2.2 DISPOSAL / WRITE OFF (ASSETS)

Per Transaction

> RM2.5 M A MR R

RM2.5 M A R

RM250 K A R R

Note : 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.

2.3 INTERCOMPANY TRANSFER OF ASSETS*

Per Transaction

> RM250.0 K A R^

RM250.0 K A^ R

Note :

^ Recommendation from the relevant HODs is required, whichever is applicable

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

3. CURRENT ASSETS (INCLUDING RECEIVABLES AND INVENTORIES)

3.1 DISPOSAL / WRITE OFF

Per Transaction

> RM1.0 M A R

RM1.0 M A R

RM50 K A R R

Note : 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.

Transactions

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

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.

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BoD MD FGB CEO/DD HoDiv

HoD

Finance HoDs

4. TRADE OR STOCK PURCHASES, PURCHASING, LEASING OR RENTAL

4.1 TRADE OR STOCK PURCHASES


> RM5.0 M A MR R

RM5.0 M A R

RM250.0 K A R

RM200.0 K A R


> RM1.0 M A

RM1.0 M A R

RM100.0 K A R

RM50.0 K A R

Note:

4.2 ACCEPTANCE OF SALES ORDER / CONTRACT / AGREEMENT

> RM5.0 M A R

RM5.0 M A

4.3 PROJECT AND SERVICES PRICING

4.3.1 General Guiding Principles and Basis A

4.3.2 Execution based on 12.2.1 A* A*

Note : *

4.4 SALES / CREDIT CONTROL

4.4.1 Company Policies A R

Based on approved company policies

4.4.2 Customer credit limits A R

4.4.3 Operational Guiding Principle on Selling Prices List A

and Discounts

4.4.4 Execution of Selling Prices and Discounts A R

4.4.5 Litigation A R (Legal)

4.5 LEASING OR RENTAL INCOME / ARRANGEMENT

Limit is based on lease/rental receivable per annum

> RM50.0 K A

RM50.0 K A

Note:

contract sum

4.4 OPENING / CLOSING OF OFFICE : Regional Offices, Project Offices, Site Offices, Branches, etc

4.4.1 International A MR R

4.4.2 Domestic A R

4.5 ADD / DELETE PRODUCT LINES

4.5.1 Unplanned A

4.5.2 Planned A

4.6 CREDIT OR WAIVER

All matters A A* A*

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

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

[ PROCUREMENT / PURCHASING (EXCLUDING IMPLEMENTATION OF SECURED CONTRACTS OR

APPROVED PROJECTS / EXERCISE)^

]

Based on approved requisitions

> RM250 K A*

RM250 K A

RM200 K A

RM50 K A

RM10 K A (HOO)

Note:

Approval by the heads of the designated department responsible for procurement (Guideline 11).

^

*

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.

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.

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.

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

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

Transactions

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HoD

Finance HoDs

5. APPOINTMENT OF CONSULTANTS / ADVISERS

5.1 ENGINEERING / TECHNICAL CONSULTANTS


> RM5.0 M A MR R

RM5.0 M A R

RM500.0 K A R


> RM500.0 K A MR R

RM500.0 K A R

RM100.0 K A R

Note:

5.2 OTHER CONSULTANTS INCLUDING FINANCE, CORPORATE, LEGAL#, IT, HR, TRAINING, PR, MEDIA, EVENT ORGANISER, ETC


> RM2.5 M A MR R

RM2.5 M A R

RM250.0 K A R R


> RM500.0 K A MR R

RM500.0 K A R

RM50.0 K A R R

Note:

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.#

6. OPERATING EXPENSES

6.1 PAYROLL

Listing of payroll A A*

Payment A JAJA

(FGB CHRAD)

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

6.2 STAFF TRAVEL AND RELATED CASH ADVANCE

6.2.1 Overseas

MD A^

CEO/DD, HOC and below A R R

6.2.2 Local

CEO/DD A

HOC and below A*@

HOD and below A*@

A*@

6.2.3 Staff cash advance

CEO/DD A#

HOC and below A*@

HOD and below A# A# R#

Note: * 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

6.3 STAFF CLAIMS (excluding standard staff benefit entitlement#)

Based on approved policies and rates

CEO/DD A

HOC and below A*@

HOD and below A*

A* R

Note: #

* Approval as apppropriate based on reporting line.

6.4 GIFTS^, DONATION AND SPONSORSHIP


> RM100.0 K A A#

RM100.0 K A

RM10.0 K A


> RM50.0 K A

RM50.0 K A#

Note: #

^ 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

All matters relating to staff benefits claims e.g. handphone reimbursement, membership subscription, etc are to be routed to FGB CHRAD to ensure

compliance within entitlement limits before processing for payment.

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.


contract sum.


contract sum.

Transactions

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).

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(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

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HoD

Finance HoDs

6. OPERATING EXPENSES (CONT'D)

6.5 PETTY CASH EXPENSES / REIMBURSEMENTS

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

6.5.2 Payments (up to RM500 per transaction)*

A*

A*

6.5.3 Payments (up to RM200 per transaction)*

A*

Note: * Splitting of expenses to circumvent the transaction limit is prohibited.

6.6 STATUTORY OR MANDATORY PAYMENTS

FGB and its inactive subsidiary or associate companies

6.6.1 Administrative (utilities, assessment, quit rent, road tax and car insurance)

> RM250.0 K A

RM250.0 KA

(FGB CHRAD)

6.6.2 Personnel (EPF, tax, etc)

All mattersA

(FGB CHRAD)

6.6.3 Financial (tax, zakat, etc)

> RM250.0 K A

RM250.0 K A

6.7 CORPORATE CARD (ISSUANCE, CANCELLATION & ADMINISTRATIVE MATTERS)

Based on current Staff Terms and Conditions A^

A#

(FGB CHRAD)

Note: # 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.

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


> RM2.5 M A R

RM2.5 M A R

RM200.0 K A

RM150 K A

RM50 K A

RM10 KA


> RM500.0 K A

RM500.0 K A R

RM50.0 K A

RM10.0 K A

RM5.0 K A

Up to RM1 KA

Note : Additionally, please refer to Section 4.2 for the limits on procurement / purchasing.

7. STAFF MATTERS

7.1 CHANGES IN STRUCTURE, COLLECTIVE AGREEMENT OR HUMAN RESOURCE POLICIES

7.1.1 Policies and Strategies A R

7.1.2 AR

(FGB CHRAD)

7.1.3 Execution based on 7.1.2 aboveR

(FGB CHRAD)

^ Clearance from UEM Group HR is required

Note : #

7.2 CHANGES IN ORGANISATION STRUCTURE

7.2.1 Company Structure A

7.2.2 Divisional Structure A

7.2.3 Departmental Structure (below HoD) A R

7.3 STAFF RECRUITMENT@

7.3.1 Senior Management: Directors, MD, staff grades from UE9 and above

New appointments / re-appointment

- Board of Directors A

- MD A

- UT2 and above, or Senior Management at critical position A R

- UT1 - UE9 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 contract sum.

Transactions

Broad operational guiding principles and basis based on 7.1.1 above#

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).

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FinanceHoDs

7. STAFF MATTERS (CONT'D)

7.3.2 Others: Within the Budgeted Manpower Levels for Each Grade

- UE8 and below AR

(FGB CHRAD)

- UE4 and below AR*

(FGB CHRAD)

7.3.3 Others: Beyond the Budgeted Manpower Levels for Each Grade

- UE8 and below AR

(FGB CHRAD)

- Non-executives AR

(FGB CHRAD)

7.3.4 Expatriates and Overseas Personnel

- UE8 and below AR

(FGB CHRAD)

- Non-executives AR*&

(FGB CHRAD)

Note: 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.

@ 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

7.4 CONFIRMATION / REDESIGNATION / REDEPLOYMENT / TRANSFER

7.4.1 Senior Management:

- UT2 and above, or Senior Management at critical position A & R

- UT1 - UE9 A^

7.4.2 Others

- UE8 and below AR

(FGB CHRAD)

- UE4 and below AR*

(FGB CHRAD


- UE8 and below AR

(FGB CHRAD)

- Non-Executive AR*

(FGB CHRAD)

Note : With recommendation from relevant department heads.

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


7.5 PROMOTIONS

A R

UT1 and below A^ R R

A JRJR

(FGB CHRAD)Note:

7.6 DISCIPLINE / TERMINATION / MUTUAL SEPARATION SCHEME / MEDICAL BOARD OUT

A R

UT1 and below A^

Non-ExecutiveA*

(FGB CHRAD)

Note: ^ For UE9 and above, with recommendation from UEM

* Applicable to Head of FGB CHRAD grade at UT1 and above

7.7 RETRENCHMENT / VOLUNTARY SEPARATION SCHEME

7.7.1 Policy and procedures A R&

7.7.2 Execution based on 7.7.1 above


- UT1 and below A^R

(FGB CHRAD)

Note: & Joint recommendation by UEM


Non-Execs

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

UT2 and above, or Senior Management at critical position

Transactions

UT2 and above, or Senior Management at critical position

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FinanceHoDs


7.8 WAIVER OF NOTICE, RESIGNATIONS & EARLY RETIREMENT

7.8.1 Senior Management:


- UT1 - UE9 A^

7.8.2 Others

- UE8 and below AR

(FGB CHRAD)

- UE4 and belowA*

(FGB CHRAD)


- UE8 and below AR

(FGB CHRAD)

- Non-ExecutiveA*

(FGB CHRAD)

Note : With recommendation from the relevant head of department.


* Applicable to Head of FGB CHRAD grade at UT1 and above

7.9 INCREMENT, BONUS (INCLUDING EX-GRATIA) AND LONG TERM INCENTIVE PLAN ("LTIP")

7.9.1 Policy on annual rate, quantum and principle of distribution A R&

7.9.2 Individual Distribution :

- MD A


- UT1 and below A^ R

(FGB CHRAD)

Note: & With recommendation from UEM^ For UE9 and above, subject to recommendation from UEM

7.10 LEAVE APPROVAL

7.10.1 Leave as per approved Staff Terms & Conditions

CEO/DD A

All other employees A*

A*

A*

A*

7.10.2 Unpaid leave (less than 3 years) - subject to recommendation based on reporting line.

CEO/DD A

Others

> 1 to 3 years A

1 year A&#

(FGB CHRAD)

Note : * 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.

7.11 STAFF TRAINING : LOCAL AND OVERSEAS

7.11.1 Overseas (individual)

- CEO/DD A

- All other employees A

7.11.2 Local (individual)

- CEO/DD A

> RM5.0 K A

RM5.0 KA

(FGB CHRAD)

7.11.3 In-house (overall training expenses)

> RM25.0 K A

RM25.0 K A

(FGB CHRAD)

Transactions

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FinanceHoDs


7.12 STAFF WELFARE ACTIVITIES

7.12.1 Budgeted

> RM500.0 K A

RM500.0 K A

RM50.0 K A

7.12.2 Unbudgeted

> RM250.0 K A

RM250.0 K A

RM25.0 K A

7.13 STAFF LOANS, FESTIVAL ADVANCES AND BENEFITS

(Based on approved Staff Terms and Conditions)

CEO/DD A

All Other Employees A

(FGB CHRAD)

7.14 ADVANCES FOR OPERATIONAL MATTERS (APART FROM STAFF TRAVEL)@

CEO/DD A

All Other Employees

> RM10.0 K A R

(FGB CHRAD)

RM10.0 K A R R

(FGB CHRAD) RM5.0 K A R R

RM1.0 K 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

After proper approval obtainedA

(FGB CHRAD)

8. SECRETARIAL MATTERS

8.1 CORPORATE REPRESENTATIVES / PROXIES

8.1.1 A R

8.1.2 A R

8.1.3 A R

8.2 NOMINEE DIRECTORS

8.2.1 A R

8.2.2 AR

(LGL/SEC)

8.3 FORMATION OF BOD COMMITTEE AND NOMINATION OF COMMITTEE MEMBERS

A R

8.4 COMPANY SECRETARY(S)

8.4.1 Operating Companies

A MR

8.4.2 Inactive / Dormant Companies A^ R

(LGL/SEC)

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

8.5 SHARE REGISTRARS / SECURITIES REGISTRARS

8.5.1 A R

8.5.2 A R

Transactions

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

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

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

or proxies

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

attend general meetings of its various Group Companies

Change / termination of services of Share or Securities Registrars

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

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

committee members

Appointment, termination or change of Company Secretary(s)

Appointment, termination or change of Company Secretary(s)

Appointment of Share or Securities Registrars

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FinanceHoDs

8. SECRETARIAL MATTERS (CONTD)

8.6 REGISTERED OFFICE

A R

8.7 GENERAL MEETINGS OF FGB GROUP OF COMPANIES

8.7.1 A R

8.7.2 Proposed issuance or grant of share options (including A

shadow shares and employee options), convertible

securities or warrants or other commitments for the

issuance of any type of securities)

8.7.3 A R

8.7.4 A R

8.7.5 A R

8.7.6 A R

8.7.7 A R

8.7.8A

(LGL/SEC)

8.7.9A

(LGL/SEC)

8.8 DIRECTORS & COMMITTEE MEMBERS REMUNERATION AND BENEFITS

8.8.1 AR

(FGB CHRAD)

8.8.2 A

8.8.3 A

8.8.4 A

8.9 CHANGE IN SHARE CAPITAL / SECURITIES

8.9.1 A

8.9.2 A

8.9.3 A

8.9.4 A

8.9.5 A

8.10 CHANGE IN MEMORANDUM & ARTICLES OF ASSOCIATION

A

8.11 SUBSTANTIAL PROPERTY TRANSACTIONS INVOLVING DIRECTORS

8.11.1 A

8.11.2 A

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)

Change of Registered Office

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 resolution involving acquisition or divestment of assets of the Group

Companies

Substantial property transactions involving directors of FFSB and its Subsidiaries

within Section 132E of the Companies Act 1965

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

Subsidiaries

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

and its Subsidiaries

Reduction of share capital of FFSB and its Subsidiaries

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

Disposal of undertaking or property of FFSB and its Subsidiaries by its directors within

Section 132C of the Companies Act 1965

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

Subsidiaries

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

Approval for the increase in fees payable to members of the various committees of

FFSB and its Subsidiaries

Approval for the increase in other benefits of the Non-Executive Directors and

Committee Members of FFSB and its Subsidiaries

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

Act, 1965

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)

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)

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 ex-

gratia to directors, change of company’s name, change of auditors, changes to the

M&A and compliance with governing authorities' requirements matters etc of Group

Companies.

Preparation of the relevant instruments for appointment of proxy, corporate

representative or such other documents of representation in accordance with the

relevant approvals

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

Transactions

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

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BoD MD FGB CEO/DD HoDiv HoD

FinanceHoDs

8. SECRETARIAL MATTERS (CONTD)

8.12 RECEIVERS / LIQUIDATORS

A R

9. LEGAL MATTERS

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

> RM2.5 M A R

RM2.5 M AR

(LGL/SEC)

RM500.0 K A R

(LGL/SEC)

9.2 AGREEMENTS

9.2.1 Contractual obligations / financial related transactions

A R

9.2.2 Agreements in respect of day-to-day operations

9.2.2.1 A@ R

9.2.2.2 A R

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

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

(ARC)R

b) Renewal with no less favourable terms A R R

9.2.2.4 A R R

Note : *

#

@

9.2.2 Agreements in respect of day-to-day operations

9.2.2.4

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

- based on the date of Letter of Instruction

> 30 days A

≤ 30 days A

≤ 7 daysA

A A

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.

A

Purchase of Unit :

Appointment of receivers & managers or liquidators for subsidiary / associated

companies of FFSB and its Subsidiaries

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.

A

Tenancy Agreement for residential and commercial property management contract

Transactions

Agreements related to Property Sales

(iii) Contract Related to Deed of Financing for

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)

(ii) Signing of S&P Agreement, Deed of Covenants, Rebate Agreement, Developer

Interest Bearing Scheme (DIBS), Car Park/Store Agreement, Letter of Rewards

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.

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

liabilities.

All agreements related to Non- Related Party Transactions

All agreements related to Related Party 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

of 17


FinanceHoDs

9. LEGAL MATTERS (CONTD)

9.3 CORPORATE DISCLOSURE POLICY TO BURSA MALAYSIA SECURITIES BHD

A

A

Immediate announcements to the Exchange on:-

A

(LGL/SEC)

A

(LGL/SEC)

A

(LGL/SEC)

A

(LGL/SEC)

A

(LGL/SEC)

10. FINANCE, INCLUDING CORPORATE AFFAIRS AND TREASURY

10.1 TREASURY / ACCOUNTING POLICIES

10.1.1 A RR

(CFO FGB)

10.1.2 AR

(CFO FGB)

10.1.3 Operational Issues

10.1.3.1 AR

(CFO FGB)

10.1.3.2A

(CFO FGB)

10.2 BORROWINGS/PROJECT FINANCING/REFINANCING

10.2.1 A RR

(CFO FGB)

10.2.2 A RR

(CFO FGB)

10.2.3 A* A

R

(CFO FGB)

10.2.4 AR

(CFO FGB)

10.2.5 A R

Note : * Applicable if such approval is required by lenders.

10. FINANCE, INCLUDING CORPORATE AFFAIRS AND TREASURY

10.3 FUND MANAGEMENT

10.3.1 A RR

(CFO FGB)

10.3.2 AR

(CFO FGB)

Note : In consultation with UEM TRS

d) Any notice referred to in Section 135(1) of the Companies Act, 1965 which FFSB

and its Subsidiaries has received

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

becoming/cease as a subsidiary of FFSB

Company Policy and Strategies (including Treasury Policy & Procedures / Financial

Risk Management and any other related policies)

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

the approved principle

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

price, value or market activity of any of the company’s 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

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

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

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

has received

Transactions

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

those arising from refinancing exercise

Appointment of Fund Managers for cash placement/deposits

Approved Counterparties / Financial Institutions and exposures / risk for cash

placement / deposits

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

Execution based on 10.1.3.1 above

Company Policy and Strategies

All new credit / banking facilities / trade facilities / debt securities and/or renewals with

the increase in the amount of facilities / exposure

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)

Execution / utilisation of approved credit / trade facilities (subject to limits and mode

of operation of signatories approved by the BoD from time to time)

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FinanceHoDs

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

10.4 CASH PLACEMENT AND DEPOSITS

10.4.1 A A

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

10.5.1 Operational Issues A R

10.5.2 A


SWAPS AND DERIVATIVES TRANSACTIONS

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

10.6.1 A RR

(CFO FGB)

10.6.2 A RR

(CFO FGB)

10.6.3 AR

(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 A R

10.7.2 A R

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

10.8.1 (a) For wholly-owned subsidiary companies of FGB

A R

A R

A

10.8.2 AR

(CFO FGB)

10.8.3

- Group Companies, excluding Corporate Office companies AR

(CFO FGB)

- Corporate Office companiesA

(CFO FGB)

10.8.4A

(CFO FGB)

10.8.5 AA

(CFO FGB)

Note : 1 Financial assistance would have to be reviewed and recommended by FGB’s Investment Committee.

10.9 CENTRALISED TREASURY MANAGEMENT OF GROUP COMPANIES

10.9.1 Borrowings / Project Financing / Refinancing

10.9.1.1A

(CFO FGB)

10.9.2

10.9.2.1A

(CFO FGB)

10.9.2.2A

(CFO FGB)

10.9.3

10.9.3.1 A


Execution based on approved policies and procedures (subject to limits and mode of

operation of signatories approved by the BoD from time to time)

Execution based on approved policies and procedures

Transactions

> RM1.0 M 1

≤ RM1.0 M

(b) Any amount to non-whollly owned subsidiary companies of FGB (including

associates) 1

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)

Interest rate charged on intercompany fundings in line with transfer pricing review

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

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

And Cash Pooling

All intercompany fundings of Corporate Office companies for operational purposes

Company Policy and Strategies

Execution of global contracts /agreements

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)

Opening / Closing of accounts

Change in authorised signatories and mode of operations

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

the BoD from time to time)

Execution / utilisation of approved credit / trade facilities (subject to limits and mode

of operation of signatories approved by the BoD from time to time)

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

the BoD from time to time)

Execution based on approved policies and procedures (subject to limits and mode of

operation of signatories approved by the BoD from time to time)

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

BoD from time to time)

Foreign Exchange/Commodities/Other Derivatives Instruments as approved by

respective companies

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FinanceHoDs

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

10.10 ANNUAL ACCOUNTS / DIVIDEND POLICY

A R

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

10.11.1 Group Level A R

10.11.2 Company Level A R

10.12 ANNUAL OPERATING PLAN AND BALANCE SCORECARD

10.12.1 A R

10.12.2 A R

10.13 SIGNING OF OFFICIAL RECEIPTS

To External Parties

- > RM100.0 K A

- RM100.0 K A

To Group Companies

- Any amount A

Note : ^

10.14 PAYMENT VOUCHERS

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

10.14.1 > RM1.0 M A

10.14.2 RM1.0 M A

Note : ^

@ 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

A

Note : ^

10.16 ISSUANCE OF CREDIT NOTES

10.16.1 A

10.16.2 Others (adminstrative, rectification, or others)

> RM100.0 K A R

RM100.0 K A R

RM10.0 K A

10.17 ISSUANCE OF INVOICES AND DEBIT NOTES

10.17.1

> RM500.0 K A^

RM500.0 K A^

Note : ^

10.18 ACCOUNTING ESTIMATES, PROVISIONS / ALLOWANCES

Include allowances for doubtful debts, impairment loss, change in accounting estimates

Group Level

Company Level

Transactions

All Matters

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.

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


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

The HoF as authorised above, may, at his/her discretion, delegate his/her limit or a certain limit to designated personnel. However, the overall


Based on completed deliveries / certifications

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

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)

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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 A R

10.19.2 Revision and improvements to Policies & Procedures A

10.19.3 Operational administrative decisions AR

(ICT FGB)

10.19.4 Entering into or renewal of maintenance contracts AR

(ICT FGB)

10.19.5 Entering into or renewal of software licences AR

(ICT FGB)

Note:

11. INVESTMENTS

11.1 INVESTMENT POLICIES

11.1.1 Company Policy and Strategies A R

11.1.2 Operational Issues

11.1.2.1 A R

11.1.2.2 A

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

11.2.1 A R

11.2.2 A R

11.2.3 A R

11.2.4 A

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

11.3.1 All acquisitions of business / investments

> RM1.0 M A R

RM1.0 M A

11.3.2 All divestments* of business / investments

> RM1.0 M A R

RM1.0 M A

11.3.3 A

Note : *

11.4 ACQUISITION OF NEW LAND BANK FOR PROPERTY DEVELOPMENT

11.4.1 Land acquisition A R

11.4.2 A

11.4.3 A R

12. OTHER MATTERS

12.1 PRESS RELEASES

12.1.1 Of a sensitive nature (see note ^ below) A

12.1.2 Routine and operational matters A

12.1.3 Release of price sensitive financial results A JR R

(CFO FGB)

12.1.4 Bursa Malaysia Compliance Requirements A

Note : ^ Board to be informed.

12.2 COMPANY POLICIES AND PROCEDURES

12.2.1 Company policy and principles A R

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.

Transactions

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

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

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

beneficial ownership)

All overseas equity ventures

- All matters

All divestments of business / investments -

All matters

All acquisitions of business / investments

- All matters

Execution based on 11.1.2.1 above

> Market value of the land is valued by a reputable registered valuer; and

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.

> Earnest monies not exceeding RM 1 million per transaction

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)

Payment for forfeitable earnest monies with a stakeholder upon issuance of the Letter

of Offer to the landowner, subject to the following criteria :

> Land in the vicinity of Klang Valley and Greater Klang Valley and New

Economic Corridor as well as new growth areas; and

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12.2.2 Operational procedures and processes A

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new ffsb's dal 2013-final

Documents

r r rm25

r r rm100

mr r r rm1

r r rm50 kahoo1

r rm250

r rnote

r rm300

r hoo1