Malaysia

Companies incorporated in Malaysia can meet the legal requirement by adopting the following language to their Constitution:

Objects Clause: 1. The objects for which the Company is established are: (a) To promote the success of the Company for the benefit of its members whilst having an overall positive and material impact on society and the environment, taken as a whole; and in the furtherance of these objects the Company may do any of the following, subject to compliance with any applicable written laws, regulations and guidelines.

Directors Clause: 2. In discharging their duties under this Constitution, the Companies Act 2016 and the general law, a Director must exercise his or her powers for a proper purpose and in good faith in the best interest of the Company in achieving the objects set out in paragraph (1) above, and in doing so shall have regard (amongst other matters) to: (a) the desirability of the Company maintaining a reputation for high standards of business conduct; (b) the likely and potential long-term consequences of any decision of the Directors; (c) the interest of the Company’s employees; (d) the need to foster good business relationships with the Company’s suppliers and customers; (e) the impact of the Company’s operations on the environment and local community, including those of each community in which offices or facilities of the Company, its subsidiaries, or its suppliers are located; and (f) the need to act fairly and consider all the Company’s members when exercising judgment.

3. For the purposes of a Director’s duty to act in a manner for a proper purpose and in good faith, a Director shall not be required to regard the benefit of any matter or group of matters as provided in Clause 2 above as more important than the other.

4. Nothing in Clauses 2 to 4 express or implied, is intended to or shall create or grant any right or any cause of action to, by or for any person (other than the Company).

5. Notwithstanding the foregoing, a director is entitled to rely on the provisions regarding "best interests" as set forth above in enforcing the rights of a director hereunder, and under the law and such reliance shall not, absent another breach, be construed as a breach of a director's duty of care, even in the context of a change in control transaction where, as a result of weighing the interests set forth in subsection 2 above, a director determines to accept an offer, between two competing offers, with a lower price per share.