CONSTITUTION FOR THE PARENT ORGANIZATION

PERTUBUHAN ALAM SEKITAR, SOSIAL DAN TADBIR URUS MALAYSIA

(ESG MALAYSIA) PPM-013-10-14012022

1 NAME

1. This Organization is known by the name of Pertubuhan Alam Sekitar, Sosial dan Tadbir Urus Malaysia (ESG Malaysia) hereinafter referred to as the Organization.

2. Definition of Name : "Alam Sekitar, Sosial dan Tadbir Urus," translated from "Environmental, Social and Governance" in English, is a universally used concept to evaluate corporate behavior and future financial performance by measuring the company's sustainability. "ESG" is the abbreviation for "Environmental, Social and Governance."

3. Status : National

2 PLACE OF BUSINESS

The registered address and place of business of the Organization is

4A Jalan TK 2/1C, Taman Kinrara Seksyen 2, 47100 Puchong, Selangor

and the correspondence address is

4A Jalan TK 2/1C, Taman Kinrara Seksyen 2, 47100 Puchong, Selangor

or at another place or places to be determined by the Committee from time to time;

The registered place of business and mailing address of the Organization cannot be changed without prior approval from the Registrar of Societies.

3 OBJECTIVES

1. Promote and provide leadership for the development and growth of the ESG services industry and adoption of ESG practices.

2. Support the government and other governing bodies to develop and implement guidelines, frameworks and programs on ESG in Malaysia.

3. Become the knowledge base and reference center for resources in ESG and carbon emission in Malaysia.

4. Facilitate sharing and exchange of knowledge of ESG and carbon emission among different stakeholders in Malaysia.

5. Obtain and disseminate information on ESG and carbon mitigation to members, partners, associates and the public.

6. Raise awareness among the public and other stakeholders on ESG and carbon emission through publishing media, social media, web pages, press releases, public speaking, public surveys and peer-to-peer exchanges.

7. Compile, publish, print, sell, lend, issue, or distribute papers, periodicals, books, circulars and other literary documents on ESG and carbon emission.

8. Provide a platform for networking nationally and internationally on ESG and carbon emission.

9. Cooperate with any institution, organization or society with similar aims and objectives to those of the Organization on such terms or conditions that are in the interests of the Organization.

4 MEMBERSHIP

1. The membership criteria of the Organization are as follows: Citizenship : Citizen and Non-Citizen Minimum Age : Twenty-One (21) Years Place/State of Residence of Member : Malaysia Ancestry/Race : All Gender : Men and Women Religion : All Other Membership Criteria : Involved or interested in the field of Environment, Social and Governance.

   a. Professional Member Whoever has obtained an academic, professional, technical, or equivalent qualification in fields related to ESG that is recognized by the Organization.

   b. Corporate Member Whoever has obtained an academic, professional, technical, or equivalent qualification in fields not related to ESG that is recognized by the Organization.

   c. Academic Member Whoever is currently a full-time lecturer, trainer or researcher in fields related to ESG working in an approved college, university college, university, or training center in Malaysia or overseas that is recognized by the Organization.

   d. Honorary Member Whoever is able to promote the aims and objectives of the Organization by virtue of his or her position in the community or an organization, or his or her eminence in fields related to ESG. An Honorary Member does not have a right to vote or hold a position in the Organization.

   e. Associate Member Whoever is accorded provisional membership, or not eligible to be a Professional, Corporate or Academic Member. An Associate Member does not have a right to vote or hold a position in the Organization.

   f. Junior Member Whoever is aged sixteen (16) to twenty (20) years and must obtain written permission from parents or legal guardian. A Junior Member does not have a right to vote or hold a position in the Organization.

   g. Partner Member Whichever sole-proprietorship, partnership, company, cooperative, education or training institute, or trade, commercial and industrial organization that is registered under the relevant statutory authority in Malaysia. A Partner Member is a non-individual membership and does not have a right to vote or hold a position in the Organization. A Partner Member have the right to nominate an individual to be a Professional or Corporate Member free-of-charge as the representative of the Partner Member. A Partner Member may change their representative at any time by giving two (2) weeks' notice. The representative of a Partner Member is not eligible for election to the Committee and will cease to be a member immediately when the Partner Member ceases to be a member.

   h. Affiliate Member Whichever association, society, club, industry body, non-governmental organization, civil society organization, college, university college, university, education or training institute, or non-profit organization that is registered under the relevant statutory authority in Malaysia, or government body or agency. An Affiliate Member is a non-individual membership and does not have a right to vote or hold a position in the Organization.

2. Every application to become a member must be proposed by a member and supported by a member who are Professional Members, Corporate Members or Academic Members and sent to the Secretary who is required to submit the application as soon as possible to the Committee for consideration. The Committee may at its discretion reject any application without giving reasons.

3. Every applicant whose application has been approved as mentioned above, after paying the entrance fee and the first fee as stipulated must be accepted as a member of the Organization and become a member.

5 TERMINATION AND DISMISSAL OF MEMBER

1. Any member who wish to resign as a member of the Organization must give a written notice 2 weeks in advance to the Secretary and clear all their debts.

2. Any member who fails to comply with the Constitution of the Organization or acts in a manner that will bring disrepute to the reputation of the Organization may be dismissed or suspended from membership for a period of time deemed reasonable by the Committee. Before the Committee dismisses or suspends the member's membership, the member must be informed of the reasons for the dismissal or suspension in writing. The member must also be given the opportunity to explain and defend himself. The dismissal or suspension shall be carried out unless a general assembly postpones or cancels the decision on appeal by the member.

6 SOURCE OF INCOME The sources of income of the Organization are from:

1. Entrance fee : Professional Member, Corporate Member, Academic Member RM 100 (Ringgit Malaysia One Hundred Only) Associate Member RM 50 (Ringgit Malaysia Fifty Only) Honorary Member, Junior Member, Affiliate Member None Partner Member RM 1,000 (Ringgit Malaysia One Thousand Only)

2. Annual fee : Professional Member, Corporate Member, Academic Member RM 100 (Ringgit Malaysia One Hundred Only) Associate Member RM 50 (Ringgit Malaysia Fifty Only) Honorary Member, Junior Member, Affiliate Member None Partner Member RM 1,000 (Ringgit Malaysia One Thousand Only)

   a. The annual fee must be paid to the Treasurer in advance within seven (7) days from the beginning of each year.

   b. Members who allow their dues to be in arrears for more than two (2) years will receive a reminder letter signed by or representative of the Secretary, and will lose their privileges as members until the debt has been cleared.

   c. A member who allows a debt amounting to more than the amount due for three (3) years automatically ceases to be a member of the Organization and the Committee may order that legal action be taken against him provided they are satisfied that the member has first received a statement regarding his debt.

   d. The Committee has the authority to determine re-entry fee for anyone who has had his membership forfeited due to debt.

   e. Special fees or collection of money from members for specific matters can be collected with the approval of members at a general meeting. If any member fails to pay the dues within the stipulated period, then the money will be considered the same as the annual fee debt.

3. Contribution The Organization is allowed to receive contributions in the form of money and goods. Contributions in the form of money must be declared clearly and accurately in the Organization's Annual Statement.

4. Economic Activity The Organization may carry out economic activities such as selling, buying, investing, renting, owning movable and immovable property as well as other economic activities.

7 GENERAL MEETING

1. The management of the Organization is at the general meeting of the members. At least one-half (1/2) of the number of members entitled to vote or twice the number of Committee members, whichever is less, must be present in the general meeting to confirm the meeting taking place and provide a quorum for the meeting.

2. If the quorum is not present after half an hour from the time set for the meeting, then the meeting shall be postponed to a date (not more than thirty (30) days) set by the Committee; and if the quorum is not present after half an hour from the time set for the adjourned meeting, then the members present have the authority to conduct the meeting but do not have the authority to amend the Constitution of the Organization.

3. The Annual General Meeting of the Organization shall be held within a period of twelve (12) months from the date of the last Annual General Meeting on the date, time and place determined by the Committee. The agenda of the Annual General Meeting is: a. Consider the Committee's report on past activities of the Organization. b. Consider the Treasurer's report and audited financial statements. c. Elect Committee members and appoint an Auditors (if applicable). d. Resolve other matters presented in the meeting.

4. The Secretary shall send to each member at least thirty (30) days before the Annual General Meeting is held a meeting agenda including a copy of the meeting minutes and the annual activity report as well as the Organization's balance sheet for the past year that has been audited. Copies of these documents must also be provided to be read by members at the address of the Organization's place of business.

5. An Extraordinary General Meeting for the Organization can be held: a. When deemed necessary by the Committee; or b. Upon a request in writing en masse by not less than one-fifth 1/5 of the number of members entitled to vote by explaining the purpose and reason for holding it. This request should be sent to the Secretary of the Organization.

6. The Extraordinary General Meeting requested by the members shall be held on a date within one (1) month from the date of receipt of request for the meeting.

7. The announcement and agenda for the Extraordinary General Meeting shall be distributed by the Secretary to all members at least fourteen (14) days before the date set for the meeting.

8. Clauses 7(1) and 7(2) in this Constitution regarding the quorum and adjournment of the Annual General Meeting apply to the Extraordinary General Meeting, but with the condition that if the quorum is not present after half an hour from the time set for the Extraordinary General Meeting at the request of the members, then the meeting must be canceled and within six (6) months from this date, an Extraordinary General Meeting at the request of members with the same purpose cannot be held.

9. The Secretary shall send to each member a copy of the minutes of the Annual General Meeting and the Extraordinary General Meeting within three (3) months after the completion of the meeting.

8 COMMITTEE

1. A Committee as follows called Officers of the Organization shall be elected every year in the Annual General Meeting: A President A Vice President A Secretary A Treasurer Three (3) Ordinary Committee Members

2. The office bearers of this Organization and every officer who carries out executive duties in this Organization must be Malaysian citizens.

3. The names of candidates for the above positions must be proposed and supported and the selection will be carried out by means of voting by the members at the Annual General Meeting. All officers may be re-elected annually. Eligibility of candidates to contest for positions : a. President : Members who have served as President and Vice President. b. Vice President : Members who have held the positions of President, Vice President, Secretary and Treasurer. c. Secretary and Treasurer : Members who have held the positions of President, Vice President, Secretary, Treasurer, and Ordinary Committee Member. d. Ordinary Committee Members : All members who are eligible to vote.

4. The function of the Committee is to manage and organize the daily affairs of the Organization and make decisions on matters regarding the direction of the Organization in accordance with the general policy that has been set by the general assembly. The Committee should not take actions contrary to the general meeting without first communicating with the general assembly and the Committee must always comply with the decision of the general assembly. The Committee must submit a report on its activities in the past year to each General Meeting.

5. The Committee must meet at least four (4) times a year. Notice for each meeting must be given to Committee members seven (7) days in advance. The President alone or not less than four (4) members of the Committee together may call for a Committee meeting to be held at any time. At least half (1/2) of the number of Committee members must be present to confirm the meeting taking place and meet the quorum of the meeting.

6. If an important matter arises that requires the approval of the Committee and a Committee meeting cannot be held, then the Secretary may obtain approval from the Committee members by distributing a circular letter. The following conditions must be fulfilled before the Committee's decision: a. The problem that was raised should be detailed clearly in the circular letter that was distributed to each member of the Committee. b. At least half of the number of Committee members must express their agreement or objection to it. c. The decision shall be by majority vote. Any decision obtained through a circular letter must be reported by the Secretary to the next Committee meeting to be confirmed and recorded in the minutes.

7. Committee members who fail to attend Committee meetings three (3) times in a row without a satisfactory reason will be deemed to have resigned.

8. If a Committee member dies or resigns, the candidate with the second highest number of votes in the previous election shall be called to fill the vacancy. If such a candidate is not available or refuses the position, then the Committee has the authority to appoint another member to fill the vacancy until the Annual General Meeting is held.

9. The Committee can give instructions to the Secretary and other officers to run the affairs of the Organization, and appoint managers and staff as deemed necessary. It can suspend or remove any manager or staff member for negligence in the job, cheating, incompetence, disobeying the Committee's decision, or for reasons that are deemed to damage the interests of the Organization.

10. The Committee may establish Sub-Committees if deemed necessary and assign special duties to any Committee member.

11. The outgoing Committee must hand over all documents of the Organization such as registration certificate, registered constitution, copies of Annual Statement, feedback letters, account books, bank book, checks and receipts, land grants, list of assets and so on to the incoming Committee.

9 DUTIES OF OFFICERS

1. The President, during his tenure, shall be the Chairman of all general meetings and all Committee meetings and be responsible for the completeness of the proceedings of all meetings. He has a casting vote and must sign the meeting minutes when they are approved.

2. The Vice President shall act as President in his absence.

3. The Secretary shall carry out the administrative work of the Organization in accordance to the Constitution and shall carry out all the orders of the general assembly and the Committee. He is responsible for the correspondence and keeping all records and documents of the Organization, except account books and financial documents. The Secretary must keep a member's register book containing detailed information of members by category such as name, place and date of birth, identity card number, occupation, name and address of employer and home address of each member. He must attend all meetings and make minutes of the meeting.

4. The Treasurer is responsible for all financial matters of the Organization. He shall be fully responsible for the accuracy of the Organization's financial statements consisting of receipts and expenditure statements and the balance sheet.

5. Ordinary Committee Members shall assist the Committee in carrying out the duties as directed.

10 FINANCES

1. Subject to the following provisions in this constitution, the money of the Organization may be used for things that are beneficial to carry out the purposes of the Organization, including administrative expenses, salary payments, fees and expenses of salaried officers and staff and auditors' fee.

2. The Treasurer is allowed to keep cash not exceeding RM5,000 (Ringgit Malaysia Five Thousand Only) at any one time. Money in excess of that amount must be deposited into the Organization's bank account within seven (7) days.

3. All checks or withdrawal statements from the Organization's account must be jointly signed by the Chairman (mandatory), and the Secretary or Treasurer (one of them). The Committee reserves the right to appoint other Officers of the Organization as substitutes for the Secretary or Treasurer at any time to sign checks or disburse the Organization's money.

4. Expenses in excess of RM100,000 (Ringgit Malaysia One Hundred Thousand Only) for any one time cannot be paid without prior approval by the Committee, and expenses in excess of RM500,000 (Ringgit Malaysia Five Hundred Thousand Only) for any one time cannot be made without obtaining the permission of the General Assembly first. Spending of RM100,000 (Ringgit Malaysia One Hundred Thousand Only) and below for a period of time can be approved jointly by the Chairman, Secretary and Treasurer.

5. Financial statements for one year shall be prepared by the Treasurer and examined by the Auditor appointed under Clause 11 of this constitution as soon as possible after the end of the financial year. The audited financial statements shall be distributed for the information of the members and submitted for approval by the following Annual General Meeting. Each such copy shall be provided for members' information at the place of business of the Organization.

6. The financial year of this Organization shall be for a period of twelve (12) months beginning from January 1.

11 AUDITOR

1. A person who is not an officer of the Organization shall be appointed at the Annual General Meeting as the Auditor. They who held office for one (1) year may be reappointed.

2. The Auditor is required to examine the financial statement of the Organization for each year. The Auditor must certify and sign the financial statement for the consideration of the Annual General Meeting. They are also required at any time by the President to audit the financial statement of the Organization at any time during their term of service and make a report to the Committee.

12 PROPERTY ADMINISTRATOR

1. All immovable property of the Organization must be registered in the name of the Organization and all instruments of execution related to this property are considered valid and effective as if they had been executed by a registered owner on the condition that the instrument was executed by three (3) office bearers of the Organization on the time at which their appointment is confirmed through a certificate issued by the Registrar of Societies and stamped with the seal of the Organization.

2. The immovable property of the Organization cannot be sold, mortgaged, withdrawn or transferred without the consent of the General Assembly.

13 INTERPRETATION OF THE ORGANIZATION'S CONSTITUTION

1. In the period between two General Meetings, the Committee can give its interpretation to the Constitution and the Committee, if necessary, can decide on matters that are not clear in the Constitution.

2. Except for matters that are contrary or inconsistent with the policies that have been made by the general assembly, the decision of the Committee against the members is final if not changed by the decision of the General Assembly.

14 ADVISOR/PATRON

1. The Committee may, if deemed necessary, appoint qualified persons to be Advisors/Patrons for this Organization provided that the appointed persons express their consent in writing in advance.

15 PROHIBITION

1. Any form of gambling as interpreted in the Common Gaming Houses Act 1953 is prohibited on the premises of the Organization.

2. The Organization or its members shall not attempt to prevent or in any way interfere with business or the prices of goods or take part in trade union movements as defined in the Trade Unions Act 1959.

3. The Organization may not conduct lotteries whether reserved for members or not, in the name of the Organization or its officers or Committees or members, without approval from the relevant authorities.

4. "Benefit" as defined under Section 2 of the Societies Act 1966, shall not be granted by the Organization to any of its members.

5. All money and gains obtained by this Organization as a result of its participation in economic activities must be channeled back to the Organization to achieve the goals of the Organization and cannot be used to pay benefits, profits or bonuses to any member of the Organization. However, this provision does not prevent any payment of salary or administrative expenses or both to any member or employee of the Organization.

16 CONSTITUTION AMENDMENT

1. This Constitution cannot be amended except by decision of the General Assembly. Applications for constitutional amendments must be submitted to the Registrar of Societies within sixty (60) days from the date of the decision of the General Assembly approving the amendment and can only be enforced from the date the amendment is approved by the Registrar of Societies.

17 DISSOLUTION

1. The Organization may be dissolved voluntarily with the consent of not less than three-fifths (3/5) of the number of members entitled to vote in a General Meeting specially called for the purpose.

2. If the Organization is to be dissolved as mentioned above, then all debts and liabilities of the Organization that are legal according to the Constitution must be paid and the remaining money must be settled in the manner agreed upon in the relevant general meeting.

3. This application for dissolution must be submitted to the Registrar of Societies within fourteen (14) days from the date of the dissolution decision.

18 EMBLEM

The three colored bands that point up together show that all three components must work together to succeed. The green color represents Environment, the orange color represents Social, and the dark blue color represents Governance, as indicated by the letters E, S and G in the bands.

APPENDIX 1. Flag - Description - 2. Emblem Description - 3. Badge - Description -