This Code sets out the principles to guide standards of behaviour and business conduct when Employees deal with third party. In this context, third party refers to any individual or organisation the Employee comes into contact with during the course of his/her work, and includes actual and potential customers, competitors, suppliers, contractors, distributors, business contacts/partners, agents, advisers, regulators, government and public bodies and officials, shareholders, investors and the community in which the HHMB Group operates in.

This Code is not a comprehensive guide that covers every ethical situation Employees may encounter in their course of work. In any circumstance which is not covered by this Code or in case of any doubt, Employees shall refer to Chief Risk Officer for clarification or guidance.

• Compliance at all times with this Code of Conduct and the Board Charter.
• Observe high standards of corporate governance at all times.
• Adhere to the principles of selflessness, integrity, objectivity, accountability, openness, honesty and leadership.
• Act in good faith and in the best interests of HHMB Group, and exercise reasonable care, skill and diligence according to the knowledge, skill and experience.
• Limit his/her directorship of companies to a number in which he can best devote his time and effectiveness.
• Not misuse information gained in the course of duties for personal gain or for political purpose, nor seek to use the opportunity of the service as directors to promote their private interests or those of connected persons, firms, businesses or other organisations.
• Uphold accountability at all time. This includes ensuring that the Company’s resources are properly safeguarded and the Company conducts its operations as economically, efficiently and effectively as possible at all time.
• At all times act with utmost good faith towards the Company in any transactions and act honestly and responsibly in the exercise of his/her powers in discharging his/her duties.
• Board Members should not accept positions on Board Committees or working groups where a conflict of interest is likely to arise, without first declaring that interest.
• Be conscious of the interests of shareholders, employees, creditors and customers of the Company.
• At all times promote professionalism and improve the competency of management and employees.
• Ensure that the activities and the operations of the Company do not harm the interest and well-being of society at large.

Any violation or suspected violation of this Code by any Director shall be reported to the Chairman of the Risk Management Committee.

Non-compliance with this Code will be treated seriously and may result in disciplinary action, including the possibility of suspension or dismissal, and if warranted, legal proceedings against the Director and Employee. Violation of applicable laws may subject a Director and Employee to civil and/or criminal penalties imposed by a governmental agency or a court, in addition to disciplinary action.

This Code is to be read and applied in conjunction with all other related or applicable policies, procedures and guidelines which are adopted in the HHMB Group.

Heads of Departments, Managers and Unit heads should exercise reasonable care to ensure that effective systems of business controls are put in place to ensure:

• Appropriate authority and responsibility are assigned to individuals.
• Proper authorization of transactions.
• Accurate and adequate records are maintained.
• Disclosure of information is on a need-to-know basis.
• Adequate segregation of duties and to avoid conflict of interest.

If an Employee requires further clarification or views any policies or procedures to be inappropriate or out-dated, they may discuss their concerns with their Managers or Head of Department.

There may be company-sponsored events or functions where the serving of alcoholic beverages to non-Muslims is permitted. In these cases, all appropriate liquor laws must be followed.

Confidential information includes, but are not limited to, data and technical know-how, business plan and budget, product design, customer list and information, information on current and future projects and work processes, and any non-published financial or other data.

Unless required by law or authorised by the Company, Directors and Employees shall not disclose confidential information or allow such disclosure or use confidential information for unauthorised purposes. This obligation continues beyond the termination of employment.

1. Directly or indirectly solicit, endeavour to solicit or gain custom of, canvass or interfere with any person who is a client, customer or principal of the Company as at the date of the cessation of their employment or;
2. Use their personal knowledge of or influence such client, customer or principal of the Company to or for their own benefit or that of any other person competing with the Company.

Conflict of interest may comprise any of the following which shall not be exhaustive:

• Soliciting, accepting, offering, promising and/or giving of cash, gifts or favours from or to the Company’s principals, clients, contractors, suppliers, dealers, bankers and customers.
• Allowing family members to solicit, accept, offer, promise and/or give cash, gifts and favours from or to the Company’s principals, clients, contractors, suppliers, dealers, bankers and customers.
• Accepting and/or paying commissions as part of any payment arising from a commercial transaction other than those legally entitled to.

Employees shall avoid situations in which personal interest could conflict, or appear to conflict, with the Company’s business. During the tenure of service with the Company, Employees shall devote the whole of their time, attention and skills to the duties of their office to the best of their abilities and shall obey the reasonable and lawful directives of their superiors.

When the Employees’ personal, social, financial or political activities interfere or have the potential of interfering with their loyalty and objectivity toward the Company, a conflict of interest may exist. It is the responsibility of the Employees to avoid such conflict.

• Employees shall declare any existing board membership in any capacity in any company outside the Company.
• Employees who have been invited to serve on the board membership in any capacity in any company outside the Company may only accept such appointment after obtaining a written consent from the Chief Risk Officer or Chairman of the HHMB Risk Management Committee.
• In seeking consent to sit on the board of such company, the Employees shall satisfy the Chief Risk Officer or Chairman of the HHMB Risk Management Committee that such appointment is not detrimental to their responsibilities to the Company.
• Approval, if any, may be granted on the understanding that should, in the opinion of the Chief Risk Officer there arise at any time a conflict of interest or it is detrimental to the Employees’ responsibilities to the Company, then the Employees must make a final choice either to remain in the Company or the said board.

• Employees and their families shall not directly or indirectly, buy, sell or lease property, equipment or materials from or to the Company (other than purchases for personal consumption).
• Employees and their families who have any financial interest in any External Parties which have business relationships with the Company and who are involved in any way in the decision- milking, dealing or transactions with such entities during the course of employment with the Company, must inform the Chief Risk Officer in writing of such Interest for clearance prior to entering into such decision, dealing or transaction.

If a Director or an Employee at any time thinks that he or she may have a potential or actual conflict of interest, the Director or Employee is obliged to disclose the conflict promptly to the Chief Risk Officer or Chairman of HHMB Risk Management Committee (in the case of any Director) so that a determination can be made as to the existence and seriousness of an actual conflict. When in doubt, Directors and Employees shall adopt the highest standard of conduct.

Employees and their families shall not, directly or indirectly, solicit, accept, promise, offer, make, give, or provide corrupt payments on their behalf from or to HHMB’s External Parties (including Governments, Statutory Bodies and Agencies) that may influence, or even perceived to be able to influence decision making in relation to obtaining business or awarding contracts.

Employees may accept meals or entertainment of nominal value in connection with performing company business. ‘Nominal’ will depend on the circumstances. In general, nominal means something small, a gesture, or business courtesies.

The following guidelines shall be observed and must be read in conjunction with HHMB Group’s Anti-Bribery and Anti-Corruption Policy by Directors and Employees:

• Directors and Employees should not give or accept gifts or any other benefit or privilege that would in any way influence or appear to influence any business decision or gain an unfair advantage.
• The situation in which the gifts, entertainment and other benefits is received or given should not be connected with contractual negotiations, tender awards or similar circumstances.

The following additional guidelines shall be observed and must be read by Directors in conjunction with HHMB Group’s Anti-Bribery and Anti-Corruption Policy:

• The conduct of individuals must not create suspicion of any conflict between their position as a member of the Board and any private interest;
• Board Members acting as such must not give the impression that they have been influenced by a benefit to show favour or disfavour to any person or organisation having dealings with the Company.
• Board Members must not accept any benefit as an inducement or reward for taking any action (or specifically not taking any action) in their official capacity as a Board Member; and
• Gifts other than those of token value should generally be refused. Where it would be impractical to refuse or return a gift, Directors are to practice good business sense and conscience.

In limited situations, Directors and Employees may accept the following gifts:

• Occasional business meals.
• Company souvenirs of nominal value (e.g. calendars, pens, notepads, and diaries).
• Promotional business items.
• Reasonable entertainment such as accompanying a business associate to a local cultural or sporting event.
• Non-cash gifts presented to Directors and Employees attending social functions such as signing ceremonies and corporate visits.
• Gifts presented to Directors and Employees during weddings, Hari Raya, Chinese New Year, Deepavali, Christmas, Pesta Kaamatan, Hari Gawai or other festive occasions.
• Customary gifts as non-acceptance may cause offense to the organisation or country involved.

Employees shall not offer, give, solicit or accept any bribes in order to achieve any business or personal advantage for themselves or others or engage in any transaction that contravene any applicable anti-bribery or anti-corruption laws.

HHMB Group has adopted the HHMB Anti-Bribery and Anti-Corruption Policy and all Employees are required to read and understand the Policy. A copy of the Policy can be obtained from the Chief Risk Officer’s office or downloaded from the Company’s website.

Employees need to be mindful of the risk of HHMB Group’s business being used for money laundering activities and if they suspect money laundering activities, they should report it to the Chief Risk Officer of the Company.

• To provide avenues for Employees to disclose any wrongdoing.
• To reassure Employees that they will be protected from reprisals, discrimination or victimization for whistleblowing in good faith.
• To provide a formal mechanism for action on all reports made.

Employees can obtain a copy of the Whistleblower Policy from the Chief Risk Officer’s office or downloaded from the Company’s website.

Social media is a term for internet-based tools used in the sharing and discussion of information among people. It refers to user-generated information, opinion and other content shared over open digital networks. It may include but is not limited to:

• Social networking sites (e.g. Facebook, Myspace, LinkedIn, Instagram, Twitter).
• Video and photo sharing websites (for example Flickr, Youtube).
• Blogs, including corporate blogs and personal blogs.
• Blogs hosted by media outlets.
• Wikis and online collaborations (for example Wikipedia).
• Forums, discussion boards and groups (for example Google groups, Low Yat Forum).
• Podcasting.
• Instant messaging (including SMS).
• Geo-spatial tagging (Foursquare).
• Other emerging electronic/digital communication applications.

Authorized Employees must:

• disclose and comment only on information classified as public domain information;
• ensure that all content published is accurate and not misleading and complies with all relevant Company policies and other relevant requirements;
• ensure they are not the first to make an announcement, unless specifically given permission to do so;
• comment only on their area of expertise and authority;
• ensure comments are respectful of the community in which they are interacting online;
• adhere to the terms of use in social media platform or website;
• adhere to legislation including copyright, privacy, defamation, contempt of court, discrimination, harassment and any other applicable laws;
• not post or respond to materials that are offensive, obscene, defamatory, threatening, harassing, oppressive, discriminatory, hateful, racist, sexist; or material that infringes on copyright laws, constitutes a contempt of court, breaches a court suppression order, or is otherwise unlawful;
• not use or disclose any confidential or secure information;
• not comment on or post any material that might otherwise cause damage to the Company or HHMB Group’s reputation or bring into disrepute.

All Directors and Employees are to adhere to the guidelines below:

• expressly state that stated views are personal and are not representative of the Company;
• behave politely and respectfully;
• not imply that you are authorized to speak as a representative of the Company nor give the impression that the views expressed are those of the Company’s;
• not use the identity or likeness of another employee;
• not use the Company email address or logos or insignia that may give the impression of official support or endorsement of your personal comment;
• not use or disclose any confidential information or personal information obtained in your capacity as Director or an Employee of the Company and/or HHMB Group;
• not post material that is, or might be construed as threatening, harassing, bullying or discriminatory towards another Employee of the Company or HHMB Group;
• not comment or post any material that might otherwise cause damage to the Company or HHMB Group’s reputation or bring into disrepute.

• shareholding in the Company or its related corporations, whether direct or indirect; and
• directorships or interests in any other corporations.

A “Director” shall include an alternate Director. In addition to the above, any Director who has a material interest, either directly or indirectly through a partner, spouse, children, parents, siblings, close relative and a body corporate which is associated to the Director in matters being considered by, or likely to be considered by the Board should declare that interest at the Board Meeting. Such declarations should describe the interest clearly and state whether it carries direct or indirect financial benefits.

Relevant interests in this context are as follows:-

• Executive and non-executive directorships of, significant shareholdings in, or employment by, public or private companies likely or possibly seeking to do business with the Company.
• Ownership or part-ownership of, or employment by, business or consultancies likely or possibly seeking to do business with the Company.
• Directorship or ownership in public or private companies which are already dealing with the Company.

The Board shall keep a formal register of interests which shall include details of all directorships and other relevant interests declared by Board Members and members of Key Senior Management of the HHMB Group.

Any Director who has a clear and substantial interest in a matter under consideration by the Board should declare that interest at any meeting where the matter is to be discussed, whether or not that interest is already recorded in the register. The Director concerned should withdraw from the meeting during the relevant discussion or decision. A Director should not accept positions on any Board Committees or working groups where a conflict of interest is likely to arise, without first declaring that interest.

• Executive and non-executive directorships of, significant shareholdings (5% and more) in, or employment by, public or private companies likely or possibly seeking to do business with their employer company;
• Ownership or part-ownership of, or employment by, business or consultancies likely or possibly seeking to do business with their employer company; and
• Directorship or ownership in public or private companies which are already dealing with their employer company.

1. Code of Conduct Forms