|1.||Purpose and Scope of the Code|
|This Code of Conduct and Ethics (“Code”) applies to all Employees and Directors of Harrisons Holdings (Malaysia) Berhad (the “Company”) and its subsidiaries (collectively, “HHMB Group”), including full-time or permanent employees, part-time employees, employees on probation, trainees and interns, employees on secondment and personnel on fixed-term contracts (collectively, “Employees”).
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.
|2.||Responsibility and Compliance with the Code|
|It is the responsibility of every Director and/or member of the Board of Directors to act in accordance with the policies, principles and guidelines detailed in this Code, and any update or amendment which may be issued from time to time by the Company. It is also every Director’s responsibility to observe the Code of Conduct as follows:-
Any violation or suspected violation of this Code by any Director shall be reported to the Chairman of the Risk Management Committee.
|2.2||Responsibility and Compliance by Employees|
|It is the responsibility of every Employee to act in accordance with the policies, principles and guidelines detailed in this Code, and any update or amendment which may be issued from time to time by the Company. It is also the Employee’s responsibility to report violations or suspected violations of this Code and support the implementation of this Code. Any violation or suspected violation of this Code shall be reported to the Chief Risk Officer or such other officer designated by the Company from time to time.
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.
|3.||Company Policies and Procedures|
|Company policies and procedures are implemented to achieve business objectives through effective and efficient operations. Therefore, all policies and procedures must be strictly adhered to. Failure in observing these policies and procedures may result in disciplinary action.
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:
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.
|4.||RESPONSIBILITIES OF BUSINESS PARTNERS AND THIRD PARTIES|
|4.1||Equal Opportunity and Non-discrimination|
|HHMB Group subscribes to the principle of diversity of workforce, equal opportunity, non-discrimination and fair treatment in all aspects of employment, including recruitment and hiring, compensation and benefits, working conditions, training, rewards and recognition, career development and retirement. Employees must strive to create a workplace where everyone is treated fairly and equally.|
|4.2||Workplace Health and Safety|
|HHMB Group is committed to providing a safe and healthy work environment to all Employees. Health and safety support and training will be provided to Employees so that they understand their occupational health and safety obligations and diligently comply with all health and safety requirements, policies and procedures set out by the Company. Safety is everyone’s responsibility.|
|4.3||Harassment, Threat and Violence|
|HHMB Group aims to provide a workplace environment where Employees are treated with respect and free from any form of harassment, threat, intimidation, violence or any other inappropriate behaviour. Employees are responsible to report any harassment, intimidation, offensive or inappropriate behaviour. All complaints or grievances will be investigated and appropriate action will be taken to stop such conduct and prevent future occurrences.|
|4.4||Drugs, Alcohol and Prohibited Substances|
|Employees are expected to perform their job duties free from the influence of any substance that could impair job performance or pose unacceptable safety risk to the Employee or others. HHMB Group therefore prohibits working under the influence of alcohol, illegal drugs or controlled substances (other than for approved medicinal purpose). In addition, the use, possession, distribution or sale of alcohol (other than alcohol and liquor products which are dealt with in the ordinary course of business of any company in the HHMB Group), illegal drugs or other controlled substances in the workplace (other than for approved medicinal purposes) is strictly prohibited.
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.
|5.||Company Information, Records and Assets|
|5.1||Protection and Use of Company Assets and Resources|
|HHMB Group provides its Employees a variety of resources and assets including licensed software for Employees to deliver their work. Employees shall safeguard and make proper and efficient use of the assets and resources in compliance with all applicable laws, company policies and licensing agreements, and take all necessary steps to prevent loss, damage, misuse, theft, fraud or destruction of HHMB Group assets and resource.|
|5.2||Proprietary and Confidential Information|
|Directors and Employees are required to protect HHMB Group’s confidential information and guard them against unauthorised disclosure or use. Employees are also required to protect confidential information of third party which Employees have access to in the course of their work.
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.
|5.2.1||Non-Solicitation of Clients, Customers and Principals|
|All Employees, at any time during their employment and/or within the period of two (2) years from the cessation off their employment however caused, either individually or through any company under their control or on their behalf or on behalf of any person competing or endeavouring to compete with the Company, shall not without the prior written consent of the Chief Risk Officer or Chairman of the HHMB Risk Management Committee:
|5.2.2||Non-Solicitation of Employees|
|All Employees, at any time during their employment and/or within the period of two (2) years from the cessation of their employment however caused either individually or through any company under their control on their behalf or on behalf of any person competing or endeavouring to compete with the Company, shall not without the prior written consent of the Chief Risk Officer or Chairman of the HHMB Risk Management Committee directly or indirectly solicit for employment or endeavour to employ or retain as an independent contractor or agent, any person who is an employee of the Company as of the date of cessation of their employment or was an employee of the Company at any time during the two (2) years prior to the cessation of their employment.|
|6.||Duties of Good Faith, Diligence and Integrity|
|6.1||Conflict of Interest|
|Directors and Employees have an obligation to act in the best interest of HHMB Group at all times. Directors and Employees are prohibited from using their position or knowledge gained directly or indirectly in the course of their duties and responsibilities or employment for private or personal advantage.
Conflict of interest may comprise any of the following which shall not be exhaustive:
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.
|6.1.1||External Board Membership|
|6.1.3||External Employment or Business|
|Employees shall not either directly or indirectly engage themselves in any employment or business which is in conflict with his work with the Company and/or business and operations of the Company.
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.
|6.2||Accepting & Providing Gifts, Hospitality, Entertainment and other Benefits|
|As a general rule, Directors and Employees are discouraged from giving or accepting gifts, entertainment or other benefits to or from business partners. Notwithstanding this, HHMB Group recognises that the occasional acceptance or offer of modest gifts and entertainment may be a legitimate custom or practice in business relationships. Directors and Employees shall not accept any gifts, hospitality or entertainment that is too lavish or too frequent.
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:
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:
In limited situations, Directors and Employees may accept the following gifts:
|6.3||Bribery and Corruption|
|HHMB Group is committed to acting professionally, fairly and with integrity in all its business dealings and relationships wherever it operates and in implementing and enforcing effective systems to counter bribery and corruption.
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 who are in possession of market sensitive information are not allowed to trade in securities of the Company or another listed company if that information has not been made public. Employees are also prohibited from disclosing any non-public price sensitive information to any third party.|
|Money laundering is a process by which persons or groups try to conceal the proceeds of illegal activities or try to make the sources of their illegal funds look legitimate. Employees should always ensure that they are conducting business with reputable customers, for legitimate business purposes and with legitimate funds.
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.
|7.||Compliance with Laws|
|HHMB Group is committed to doing business the right way, by acting ethically and consistently with this Code of Conduct and Ethics (“Code”), its policies and all applicable laws, rules and regulations. Employees have a continuing obligation to familiarise themselves with applicable laws relating to their job responsibilities and HHMB Group policies.|
|HHMB Group has put in place a Whistleblower Policy to uphold the highest standards of professionalism, integrity and ethical behaviour in the conduct of its business and operations. The policy sets out procedures which enables Employees and members of the public to raise genuine concerns regarding actual or suspected bribery, corruption, unethical, unlawful, illegal, wrongful or other improper conduct and also sets out the process for managing any action, intimidation or harassment against a whistleblower. The main objectives of the Whistleblower Policy are:
Employees can obtain a copy of the Whistleblower Policy from the Chief Risk Officer’s office or downloaded from the Company’s website.
|9.||Sharing of Events and Information of HHMB Group on Social Media|
|9.1||Definition of Social Media
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:
|9.2||Guidelines for Employees|
|Authorization from the Chief Risk Officer or Chairman of the HHMB Risk Management Committee is required for the professional use on behalf of the Company or HHMB Group.
Authorized Employees must:
|9.3||Guidelines for Directors and Other Employees|
|All Directors and Employees should also be aware of and understand the potential risks and damages to the Company and HHMB Group that may occur, either directly or indirectly, in their personal use of social media and beyond.
All Directors and Employees are to adhere to the guidelines below:
|10.||Declaration of Interests by Directors|
|Subject to the requirements of any acts, rules or regulations that are in force from time to time and in addition to such mandatory requirements, all Directors are required to notify the Company Secretary changes in the following:-
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:-
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.
|11.||Declaration of Interests by Employees|
|Employees are required to declare any conflict of interest in any contracts, transactions and business activities in the course of their employment with HHMB. They are also required to disclose their interest in the following which may have dealings with the company in which they are employed within the HHMB Group:
|12.||Amendments to this Code|
|The Board of Directors has approved this Code. Updates or amendments to this Code may be made from time to time to be in line with any change in applicable laws and regulations, or changes to the Company’s vision and mission or other relevant factors. Employees will be informed of any update or amendment to the Code.