Corporate Governance
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| The Board of Directors and Management of 5E Resources remain committed to maintaining a high standard of corporate governance. Good corporate governance establishes and maintains an ethical environment in the Group, which strives to enhance the interests of the Company’s shareholders. |
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Audit & Risk Committee
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At 5E Resources, our audit & risk assessment committee is headed by independent directors who serve as an impartial assessor of the Company’s policies along with the committee chairman.
Their responsibilities include overseeing controls to ensure regulatory compliance as well as assessing the financial risk profile of the Company and providing sound advice through their experience and expertise. |
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Internal Controls & Risk Management
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We believe in the need to maintain sound and effective internal controls to monitor our daily operations in terms of operational risk management, anti-corruption measures, credit risk management and corporate governance.
During our internal audits, any material non-compliance and internal control weaknesses are identified before they are reported to the AC.
We manage risk under an overall strategy determined by the Board and supported by the Audit and Risk Committee, Remuneration Committee and Nominating Committee. Acceptable risk management standards are set and risks are periodically reviewed by the Group and the Company. |
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| 5E Resources Limited together with its subsidiaries, (the "Group") is committed to abide by the law and maintain high ethical standards in all areas of our operations. In particular, the Group believes that as part of good corporate governance practices and its commitment to open communication, it should establish proper policies and procedures by which employees of the Group as well as relevant third parties (e.g. customers, suppliers, etc., who deal with the Group) ("Third Parties") may be encouraged to, in confidence, raise concerns about possible improprieties in financial reporting, internal control, misconduct, malpractice, fraudulent activity or irregularities in any other matters related to the Group and and also offer reassurance that they will be protected from reprisals or victimisation for whistle blowing in good faith and without malice. |
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| The Group should also ensure that proper arrangements are in place for the fair and independent investigation of such matters and for appropriate follow-up action. |
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| To formalise these commitments, and set forth our specific obligations, we have an Employee Handbook which provide the guiding principles for all employees to behave with integrity and honesty, obey all laws, and accept accountability. |
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| This Whistle-blowing Policy (the "Policy) is intended to cover serious concerns that there could be a material impact on the Group, in particular, risks that could undermine public trust and damage the reputation for integrity ("Alleged Wrongful Act"), including, without limitation: |
- Fraudulent or incorrect financial reporting;
- impropriety, corruption, acts of fraud, theft, misappropriation and misuse of the properties, assets, resources, funds, securities or supplies of the Group;
- avoidance or breach of internal controls;
- dishonest , fraudulent , illegal or any unlawful acts acts;
- breach of a legal obligation
- endangerment to the health and safety of any individual;
- practices harmful to environment or climate control;
- breach of or failure to implement or comply with any Group policy or code of conduct;
- professional or ethical malpractices;
- abuse of power and authority;
- disclosure of confidential and proprietary information;
- conflict of interest;
- destruction, removal, or inappropriate usage of records, furniture, fixtures and equipment;
- fraud against investors, or the making of fraudulent statements to the Singapore Exchange Securities Trading Limited, members of the investing public and regulatory authorities;
- any actions which may constitute a violation of this Policy and
- any actions to conceal any of the above.
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| The Audit Committee and the Head of Administration as authorized by the Audit Committee will have: |
- Free and unrestricted access to all Group companies' records and premises, whether owned or rented; and
- The authority to examine, copy and/or remove all or any portion of the contents of files, desks, cabinets and other storage facilities on the premises without prior knowledge or consent of any individual who might use or have custody of any such items or facilities when it is within the scope of their investigation; and
- The authority to, at the Group’s expense, engage any independent third-party professionals to advise or assist in the matter.
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| Concerns over or reports of Alleged Wrongful Acts under this policy should be reported in writing as soon as possible or practicable, but not later than 1 month, after becoming aware of the same to the Chairman of the AC as follows: |
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Chairman of the Audit Committee,
5E Resources Limited
(Marked "Private and Confidential") |
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By hand or by post to
PLO 738, Jalan Platinum Utama Zon 12B
Kawasan Perindustrian Pasir Gudang
81700 Pasir Gudang
Johor
or via email to [email protected] |
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| To ensure that complaints can be submitted confidentially or anonymously, the Whistle-Blower can address his complaint in a sealed envelope marked Private and Strictly Confidential” to the Audit Committee Chairman, as the case may be. The envelope shall be forwarded unopened to the Audit Committee Chairman. |
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| If the Whistle-Blower is not comfortable about writing in, the Whistle-Blower can meet the appropriate officer in confidence at a time and location to be determined together. |
| The Whistle-Blower should not: |
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- contact the suspected individual in an effort to determine facts or demand restitution;
- discuss the case, facts, suspicions, or allegations with anyone unless specifically asked to do so by the Administrator/Audit Committee; or
- attempt to personally conduct investigations or interviews/interrogations
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| While the Group does not expect the Whistle-blower to have absolute proof or evidence of the misconducts, malpractices or irregularities reported, the report should be sufficiently detailed, setting out the background, history of events and should show the reasons for the concerns together with any supporting documentation. If you make a report in good faith then, even if it is not confirmed by any subsequent investigation, the Whistleblower’s concerns would be valued and appreciated. |
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| This Policy encourages employees to put their names to allegations because appropriate follow-up questions and investigations may not be possible unless the source of the information is identified. Concerns expressed anonymously will be investigated but consideration will be given to these factors: |
- Severity of the issue raised;
- Credibility of the concern or information;
- Likelihood of confirming the concern or information from attributable sources.
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7. Report to Whistle-Blower
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| The Chairman of the Audit Committee shall provide the Whistle-Blower with an acknowledgement of receipt of his/her concern within 1 week from the receipt of the report. |
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| Subject to legal and investigative constraints, the Whistle-Blower will be given the opportunity to receive follow-up notification on his/her concern as follows: |
- giving an estimate of the time that it will take for a final response;
- telling him/her whether initial inquiries have been made;
- information about the outcome of any investigations;
- notifying them of reason(s) should it be decided that no action is to be taken.
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| The action taken will depend on the nature of the concern. Initial inquiries will be made to determine whether an investigation is appropriate, and the form that it should take. Some concerns may be resolved without the need for investigation. |
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| Great care would be taken in the investigation of suspected improprieties or irregularities so as to avoid mistaken accusations or alerting suspected individuals that an investigation is under way. |
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| Upon receiving a complaint, the Chairman of the Audit Committee shall: |
- determine whether the matter falls within the scope of this Policy and whether an investigation is appropriate; and
- conduct an investigation, refer the matter to management for investigation or refer the matter to the Audit Committee for its investigation.
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| The Head of Administration as authorised by the Audit Committee shall maintain a record of all complaints received together to the actions taken thereto and this report shall be presented to the Audit Committee at its meetings. |
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| The Audit Committee shall review the report and direct further actions to be taken as it deems necessary. |
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| Notwithstanding the above, where necessary and appropriate, the Head of Administration shall immediately provide such detailed information about the complaint to the Chairman of the Audit Committee. |
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| The Audit Committee will with the assistance of the Administrator maintain a record of complaints raised under this policy, the actions taken and the outcomes (but in a form which does not endanger confidentiality and where applicable, protect identity of the Whistle-Blower) and will report the same to the Board of Directors. |
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| Decisions to take administrative actions, prosecute or refer the examination results to the appropriate law enforcement and/or regulatory agencies for independent investigation may be made in conjunction with legal counsel and management, where appropriate, and the Board shall have the final decisions on disposition of the case. |
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| Employee making genuine and appropriate complaints under this policy are assured of fair treatment. Harassment, victimisation or unwarranted disciplinary action against the Whistle-Blower in retaliation for raising concerns in good faith over any Alleged Wrongful Act will not be tolerated and appropriate steps will be taken to ensure the Whistle-Blower suffers no detriment or retaliation as a result of raising such concerns, even if the concerns raised turned out to be unsubstantiated. The Group reserves the right to take appropriate actions against anyone (employees or related Third Parties) who initiates or threatens to initiate retaliation against those who have raised concerns under this policy. In particular, employees who initiate or threaten retaliation will be subject to disciplinary actions under the Code, which may include summary dismissal. Management will support all employees and encourage them to raise concerns without fear of reprisals. |
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| Victimisation includes termination of employment; demotion; suspension; written reprimand; retaliatory investigation; decision not to promote; receipt of an unwarranted performance rating; withholding of appropriate salary adjustments; elimination of the employees' position, absent an overall reduction in work force, reorganisation, or an unjust adjustment work load; or denial of awards, grants, leaves or benefits for which the employee is then eligible, or discrimination or threats of any form. |
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| Any Whistle-Blower who has been harassed, victimise or faced unwarranted disciplinary actions may inform the Chairman of the Audit Committee who shall take the appropriate action. |
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| All information received will be treated as confidential. The Group will make every effort, within its capacity to do so, to keep a Whistle-blower’s identity confidential. |
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| Exceptional circumstances under which the information provided by the Whistle-blower including the identity of the Whistle-blower could or would not be treated with strictest confidentiality include: - |
- Where the Group is under a legal obligation to disclose the information provided;
- Where the information is already in public domain;
- Where the information is given on a strictly confidential basis to legal or auditing professionals for the purpose of obtaining professional advice; or
- Where the information is given to the police, the Singapore Exchange or other authorities for investigation.
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| In the event we are faced with a circumstance not covered by the above, and where the Whistle-blower’s identity is to be revealed, we will endeavour to discuss this with the Whistle-blower first. |
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| For his or her part, in order not to jeopardise the investigation, the Whistle-blower is also required to keep confidential the fact that he or she has filed a report as well as the nature of concerns and the identities of those involved. |
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| If a Whistle-blower makes a false report maliciously, with an ulterior motive, or for personal gain, the Group reserves the right to take appropriate actions against any employees or Third Parties to recover any loss or damage as a result of the false report. In particular, employees may face disciplinary action, including dismissal. |
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12. Dissemination of Policy
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| A copy of this Policy and any subsequent amendments or modification thereof, shall be made available by the Head of Administration to all directors, officers, employees, including full-time, part-time and contract employees of the Group, through publication at the website of the Group companies or such other means as may be approved by Audit Committee. |
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13. Maintenance & Review of Policy
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| The Audit Committee has the responsibility for ensuring the maintenance, regular review and updating of this Policy prior the approval from the Audit Committee and Board of the Company for adoption. |
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| The Board will be acting upon the recommendations of the Audit Committee. Revisions, amendments and alterations to this Policy can only be implemented upon approval by the Audit Committee and Board of the Company and must be disseminated as provided in Clause 12 above. |
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| If there are any questions about the contents or application of this policy, please contact Head of Administration. |
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14. Disclosure in Annual Report
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| The annual report should contain the statement that the whistleblowing policy has been put in place which sets out the procedures for a whistleblower to make a report to the issuer on misconduct or wrongdoing relating to the issuer and its officers including the information pursuant to Rule 1204(18A) and 1204(18B) of the Listing Manual – Section B: Rules of Catalist of the Singapore Exchange Securities Trading Limited. |
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- The aim of this Policy is to promote effective communication with shareholders of the Company (the “Shareholders”) and enable them to exercise their rights as shareholders in an informed manner and to furnish the investment community with equal and timely access to information about the Company.
- For the purpose of this Policy, reference to the investment community is intended to include the Company’s potential investors and analysts (where appropriate).
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- The Company shall maintain an on-going dialogue with Shareholders and the investment community, and will regularly review this Policy to ensure its effectiveness.
- Information shall be communicated to Shareholders and the investment community mainly through the Company’s financial reports (interim and annual reports), annual general meetings and other general meetings that may be convened, as well as by making available all the disclosures submitted to The Stock Exchange of Singapore Limited (“SGX”) and its corporate communications and other corporate publications on the Company’s website.
- Effective and timely dissemination of information to Shareholders and the investment community shall be ensured at all times. Any question regarding this Policy shall be directed to the Company Secretary.
- This Policy will be updated in response to any subsequent changes in internal structure, regulatory and market developments.
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3. Shareholders' Enquiries
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- Shareholders should direct their questions about their shareholdings and share registrations to the Company’s Registrar.
- Shareholders and the investment community may at any time make a request for the Company’s information to the extent such information is of public domain.
- Shareholders and the investment community shall be provided with designated contacts, email addresses and enquiry lines of the Company in order to enable them to make any query in respect of the Company.
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4. Corporate Communication
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- Corporate communication will be provided to Shareholders in plain language and in English version to facilitate Shareholders’ understanding. Shareholders have the right to choose the means of receipt of the corporate communications (in hard copy or through electronic means).
- Shareholders are encouraged to provide, amongst other things, in particular, their email addresses to the Company in order to facilitate timely and effective communications.
- Refer to policy- M019 Corporate Governance Policy-Clause 9.
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- Information on the Company’s website (www.5e-resources.com) is updated on a regular basis. A dedicated Investor Relations section is available on the Company’s website.
- Information released by the Company to SGX is also posted on the Company’s website immediately thereafter. Such information includes financial statements, results announcements, circulars and notices of general meetings and associated explanatory documents etc.
- All presentation materials provided in conjunction with the Company’s results announcement each year will be made available on the Company’s website as soon as practicable after their release.
- Press releases issued by the Company or its subsidiaries will be made available on the Company’s website.
- Information about the business and operation, as well as corporate governance matters of the Company and its listed subsidiary and associated companies is made available on the Company’s website.
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6. Shareholders' Meetings
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- Shareholders are encouraged to participate in general meetings or to appoint proxies to attend and vote at meetings for and on their behalf if they are unable to attend the meetings.
- The process of the Company’s general meeting will be monitored and reviewed on a regular basis, and, if necessary, changes will be made to ensure that Shareholders’ needs are best served.
- Board members, in particular, either the chairmen of board committees or their delegates, appropriate management executives and external auditors will attend annual general meetings to answer Shareholders’ questions.
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7. Investment Market Communication
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| Investor/analysts briefings and meetings and roadshows (both domestic and overseas) for investors and analysts will be arranged in order to facilitate communication between the Company, Shareholders and the investment community. |
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| * Corporate Communication refers to any document issued or to be issued by the Company for the information or action of holders of any of its securities, including, but not limited to, the directors’ report and annual accounts together with the auditor’s report, the interim report, a notice of meeting, a circular and a proxy form. |
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| The Board of Directors ("Board") of 5E Resources Limited and its subsidiaries (the "Group") is committed to its role in establishing a corporate culture which engenders ethical conduct that permeates throughout the Group and its subsidiaries (the Group). This includes adopting best practices in corporate governance and observing high standards of behaviour and integrity in our businesses and activities, including dealings with the authorities and our shareholders, business partners, customers, suppliers and other stakeholders, and in the communities and environment in which the Group conducts its operations. |
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| The Group has adopted this Code of Conduct (the “Code”) to formalise and commit to ethical values and standards of conduct expected of the Group. Our Code is based upon and supplements the Group’s vision, mission and core values; embodies several of the principles contained in various policies adopted by the Group; and gives guidance on how the Group and other people affected by the Code should apply our core values to the Group’s businesses and activities. The Group is also committed to ensure the progressive implementation from time to time of appropriate internal systems to support, promote and ensure compliance with the Code. |
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| Each employee of the Group has a role to play in enabling the Group to achieve sustainable performance and to deliver value to our customers, shareholders and other stakeholders without compromising our ethical standards, values and reputation, and in upholding and enforcing our Code. The Group are expected to conduct themselves professionally in their work and dealings, and comply with the Code. |
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| The stakeholders of the Group may access the full version of our Code on our intranet and a summary of our Code is available on our corporate website. In addition, all documented policies and procedures adopted by the Group may also be found on our intranet. |
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2. The Foundation of The Code - The Group's Vision, Mission & Values
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| Our Vision: |
- To safeguard the Company to continue in operation for long-term period for enhancing quality of life and fulfilling daily needs in our life.
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| Our Mission: |
- To be a responsible company committed to enhancing quality of life and fulfilling the necessity and basic needs in our life by providing sustainable, quality and affordable products and services.
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| Our Core Values: |
- Passion - We inspire and energize everyone to be the best.
- Teamwork - We succeed together because we work as one.
- Integrity - We conduct ourselves with pride in being honest and ethical.
- Responsible - We honor the trust given to us by being accountable for our actions.
- Respect - We value differences and sincere intentions as the basis for achieving shared aspirations.
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1. Purpose
The Code sets out standards with which the Group, the Board, the management and its employee are required to comply with when dealing with each other, shareholders, other stakeholders and the broader community. The Code is not exhaustive, and the Group has developed or will develop specific detailed policies, procedures, directives and/or guidelines to support, promote or ensure compliance with the Code. The Code is to be read and applied in conjunction with such policies, procedures, directives and guidelines. |
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2. Applicability
The Code applies to all our business activities and all our dealings with each other, the authorities, shareholders, customers, suppliers and other stakeholders; and the Board and Management of the Group (the “Group Family”) whether they work full-time, part-time or as casuals or supplementary workers or in executive or non-executive positions, and regardless of their job grade or location. |
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| The Group Family must comply with the Code; all applicable laws and regulations; and other policies, procedures, directives and guidelines of the Group, and abide by our Core Values. Failure to comply may lead to commencement of disciplinary proceedings that may result in dismissal or termination of employment and/or appointment with the Group. In addition, if any member of the Group Family breaks the law, he/she may also be personally liable for his/her action. |
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| The Group Family must familiarize themselves with the Code and other policies, procedures, directives and guidelines of the Group. If you discover any conflict or inconsistency between the provisions of the Code and the provisions of any other policy, procedure, directive or guideline of the Group, the provisions of the Code shall prevail and you must inform your line manager or direct superior of the same who will then notify the Group Human Resource. If there are any questions about the Code and its application by the Group Family, please request your line manager or direct superior, the Group Human Resource for assistance. |
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| The custodian of the Code is the Group Human Resource. All the Group Family are required to confirm their understanding of the Code and shall further be required to confirm their continued compliance with the Code on an annual basis. |
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| How to deal with issues that you are uncertain of its appropriateness? If you are confronted with a situation or are considering behavior and are still unsure of its appropriateness, ask yourself these questions: |
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I. "Is it consistent with our Core Values and in line with our policies, procedures, directives and guidelines"?
II. "Would I be comfortable telling my family and friends"?
III. "Would it look ok on the news broadcasted by a television or radio channel or if it appeared in a newspaper or other media"?
IV. "Is it ethical and legal"? |
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3. Reporting & Review
The Group Family is to report any breach of compliance with the Code. |
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| The reporting of non-compliance with the Code may either be made to: (i) the line manager/ direct superior; or (ii) any Head of Department; or (iii) the Chief Executive Officer; or may be made in accordance with the Group’s Whistle-Blowing Policy which aims to. |
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| In order to encourage the Group Family to feel confident in raising serious concerns, the Group provide a formal channel for the Group Family to raise these concerns and receive feedback on any actions taken. The Group will also ensure that the Group Family receive a response to their concerns and ensure that they are aware of how to pursue their concerns if they are not satisfied with the response given; and reassure them that they will be protected from possible reprisals or victimization if they have a reasonable belief that they have made any disclosure in good faith. |
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| The provisions of the Code may be amended, varied, deleted, substituted or updated from time to time. The Group Family will be required to comply with the Code as amended, varied, deleted, substituted or updated. |
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| Amendments to our Code must be approved by the Chief Executive Officer. |
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| The Chief Executive Officer will review the Code on an annual basis. |
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4. Discipline
The maintenance of discipline, good conduct and good behavior amongst the Group Family is important in running the business and is for the common good of the Group and its the Group Family. |
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| The term “misconduct” means an improper behavior, act or conduct in relation to duties or work which is inconsistent with the due performance of obligations to the Group and includes a breach of discipline or violation of the Code or the rules and regulations as set out in any handbooks, policies, guidelines or procedure statements or in any documentation of the Group. |
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| Subject to the requirements of applicable law, disciplinary action may be taken against any person to whom the Code applies for misconduct or for non-compliance with our Code or non-compliance with laws, regulations, rules, policies and procedures. |
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4. Conducting Business With Integrity
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1. Conducting Business Ethically, Fairly and with Honesty
The Group shall conduct its businesses ethically, fairly, honestly and with integrity. The Group and the Group Family must not take unfair advantage of any other person, including without limitation participating in illegal practices - for example, misleading and deceptive conduct, misrepresentation and undue influence, as well as conduct which are legal but unethical. Corrupt practices are not acceptable. |
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| The Group Family shall additionally abide with and support all pledges or undertakings made by the Group to any organization, institution or party (whether government related or non-government organization and whether made voluntarily or pursuant to regulatory compliance) relating to the conducting of businesses ethically, fairly, honestly and/or with integrity or any other subject. |
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2. Complying with Laws
The businesses and activities that the Group is involved in are regulated to a certain level. Regulatory compliance is about complying with all laws, by-laws, ordinances, rules, regulations, directives, license/permit conditions, codes, standards and terms and conditions of agreements and contracts. |
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| The Group Family must familiarize themselves with the laws, by-laws, ordinances, rules, regulations, directives, license/permit conditions, codes, standards and terms and conditions of agreements and contracts applicable to their business function and roles. We must comply with our regulatory obligations in the territories that the Group operates. |
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| Failure to comply can impact the operations of the Group’s businesses and can result in prosecution, fines, penalties, damages and losses for the Group and the Group Family, as well as termination of employment or appointment, or imprisonment for the Group Family. |
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| 3. Working with Uncompromising Honesty |
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3.1 Conflict of Interest Policy
A conflict of interest arises when an employee’s personal activities or relationships interfere with his or her objectivity in doing what is best for the Group. Conflicts of interest, be it real, potential and even by appearance, can result in serious consequences for the employee and the Group. Conflicts of interest can occur in both direct and indirect situations. The Group Family is expected to diligently avoid such conflicts. |
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| The Group Family must disclose any outside activities, financial interest or relationship that may pose a real, potential or perceived conflict of interest. Disclosures may be to a supervisor, manager, or Human Resources professional and will vary depending on the job or role of the employee making the disclosure. Management approval must be obtained before accepting any position as an officer or director of an outside business. |
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| The Group Family must periodically update their management regarding any activity that has previously been disclosed pursuant to this Principle. |
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| The Group Family must notify management before serving on the board of a charitable, educational, or other nonprofit organization. |
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| It is not possible to list down all conflicts that could arise, below are examples where conflict of interest could occur and should be avoided by the Group Family. |
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A) Outside employment or business activities
Engaging in outside employment that is inconsistent with the Group’s interests, such as working for a competitor or starting own line of business that competes with the Group. Having a second job where the other employer is a direct or indirect competitor, distributor, supplier or customer of the Group. Having a second job or consulting relationship that affects the employee’s ability to satisfactorily perform the Group assignments. |
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| Having an outside employment that requires you to use the Group’s time, facilities or property to perform the job would be considered a conflict of interest. To assess whether a second job will create a conflict of interest, the Group Family are required to obtain approval from their Head of Department before accepting additional employment outside the Company. |
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B) Directorship
Acceptance of a directorship post in any company or non-profit organization without prior approval from the Chief Executive Officer, who will determine whether the directorship creates conflicts of interest. |
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C) Investments
Having a direct or indirect financial interest in or a financial relationship with the Group’s competitor, supplier or customer (except for insignificant stock interests in publicly-held companies). |
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| Using nonpublic information of the Group for personal gain or advantage, or for the gain or advantage of another, including the purchase or sale of securities in a business the Group is interested in acquiring, selling or otherwise establishing or terminating business relations with. |
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| Investing in an outside business opportunity in which the Group has an interest, except for having an insignificant stock interest in publicly-held companies. |
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D) Gift and Entertainment
Accepting gifts, meals, or entertainment that could appear to affect objectivity and judgement. |
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| Receiving personal discounts or other benefits from suppliers, service providers or customers that are not available to all the Group Family. |
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E) Communications
Receiving personal honoraria for performing services that are closely related to the employee’s work at the Group. The Group Family must have their supervisor approve occasional honoraria, such as for a university presentation or symposium. |
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F) Relative and friends
Mixing personal relationships and business—for example, hiring a relative as an employee or vendor; buying goods or services from a family business on the Group’s behalf; or selling the Group products to a family business on favorable terms not seen to be arm’s length. |
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| Taking part in any the Group business decision involving a company that employs a spouse, relative or friend. |
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| The definition of ‘relative’ according to the MACC Act 2009 is as follows: |
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| "A spouse of the employee, a brother or sister of the employee, a brother or sister of the spouse of the employee, a lineal ascendant or descendent of the person, a lineal ascendant or descendent of the spouse of the person, the uncle, aunt or cousin of the employee, the son in-law or daughter in-law of the employee." |
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G) Relationship
Personal relationships with other the Group Family where being in that relationship may result in one of the persons receiving or giving unfair advantage, or preferential treatment because of the relationship. |
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| Actions or relationships that might conflict or appear to conflict with job responsibilities or the interests of the Group. |
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| Having romantic relationships with the Group Family where, there is a reporting relationship (both direct and indirect) between the Group Family; there is no direct reporting relationship between the Group Family, but where a romantic relationship could cause others to lose confidence in the judgment or objectivity of either employee (e.g. one or both have access to sensitive information), or the relationship could cause embarrassment to the Group. |
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| If there is such a relationship, the parties need to be aware that one or both may at the discretion of the Group be moved, transferred or seconded to a different department, business unit, division or company within the Group and/or other actions may be taken (including but not limited to change of job scope and/or responsibilities). |
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3.2 Anti-Bribery & Corruption Policy
Any form of bribery and corruption is prohibited. The Group Family and any third party acting on the Group’s behalf must not provide, offer or accept bribes, kickbacks, corrupt payments, facilitation payments, or inappropriate gifts, to Government Officials or any commercial person or entity, regardless of local practices or customs. |
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| All the Group Family and any third party acting on the Group’s behalf must comply with all applicable anti-bribery laws and regulations, including, but not limited to, the Malaysian Anti-Corruption Commission Act (MACC Act), U.S. Foreign Corrupt Practices Act (FCPA) and the U.K. Bribery Act (UKBA). |
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| The MACC Act covers the following conduct: |
- the giving and accepting gratification;
- the giving or accepting gratification by an agent;
- corruptly procuring the withdrawal of a tender;
- bribery of an officer of a public body;
- bribery of foreign public officials;
- using an office or position for gratification; and
- dealing with, using, holding, receiving or concealing gratification or advantage in relation of any offence under the MACC Act.
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| The expression "gratification" under the MACC Act includes: |
- money, donation, gift, loan, property, financial benefit or other similar advantage;
- any office, dignity, employment, contract of services;
- any payment, release or discharge of any loan, obligation or other liability;
- any discount, commission, rebate, bonus or percentage;
- any forbearance to demand any money or money’s worth or valuable thing;
- any favor of any description, including protection from any penalty or proceedings of a disciplinary or criminal nature or forbearance from the exercise of any right, power or duty; and
- any offer or promise of any gratification within the meaning of any of the preceding items.
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3.3. Gift and Entertainment Policy
Payments to External Parties Other than in the circumstances outlined in the Gifts and Entertainment section below, the Group Family is not allowed to directly or indirectly offer or make payments in cash or in kind to any party or person (including but not limited to Government officials, business partners (e.g. suppliers and customers) or their spouses, dependents or the Group Family in an attempt to influence them in their business dealings with any member of the Group. |
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| Receipts by the Group Family other than in the circumstances outlined in the Gifts and Entertainment section below. The Group Family and their spouses or dependents are not allowed to directly or indirectly solicit or accept payments, in cash or in kind, from any party or person having business dealings with any member of the Group for the purpose of influencing individuals to confer benefits or reach favorable decisions. |
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A) Gifts
As a general rule, the Group Family should not accept presents or gifts. However, under certain circumstances, token gifts (not cash) in line with local custom and practice, are acceptable. |
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| In the infrequent circumstances, where gifts are accepted (because, for example, refusal may be taken as an offence by the giver), the following guidelines apply: |
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| i) All gifts received by the Group Family from the external parties must be declared to the Chief Executive Officer. A file note will be kept on the action taken, i.e. whether the gifts are retained or donated to charity. |
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| ii) As a general rule, festive-related gifts and promotional gifts are acceptable provided that the cost is reasonable, i.e. no more than RM300 (SGD 100). However, it is advised that prior to the distribution of the gifts, the following recommendation should be fulfilled: |
- Equality in terms of value of all festive gifts given to external parties.
- The recipient of the gift should not be to a selected group.
- No preferential treatments to any parties receiving the gifts.
- Not an inducement expecting any future favors that can be deemed as a form of corruption.
- Only relevant individuals should receive the festive gift, e.g. Muslims for Hari Raya only.
- All gifts given to external parties should be declared to the Chief Executive Officer.
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B) Entertainment
The Group Family is also encouraged to ensure that entertaining by or of third parties is reasonable in its extent and appropriate to the particular business circumstances. The Chief Executive Officer will determine appropriate standards. |
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3.4 Competition Law
The Group Family must comply with all applicable competition laws. The Group Family must strive to adhere to and operate within all laws intended to protect and promote free and fair competition. |
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| The Group Family should familiarize themselves with and always follow all guidelines, policies and directives issued by the Group pertaining to compliance with applicable competition laws. Breaching the provisions of such laws may result in the Group incurring large fines and being exposed to legal action by aggrieved parties. Below are key provisions which must be complied with in this regard but they are by no means meant to be exhaustive. |
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Key Provisions:
The Group Family must not talk with or share information (directly or indirectly) with competitors to fix prices or other terms of sale, set production levels, divide up markets, customers or territories, or boycott any customer. |
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| The Group Family should not be involved in any discussions on details of pricing, costs, profits, trading terms, marketing and distribution plans or new product launches with competitors or trade associations. |
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| When in contact or communicating with the Group’s customers, the following acts are prohibited: |
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- disclosing the commercial terms of one customer to another customer;
- passing commercially sensitive information to competitors through customers;
- imposing conditions of sale that can exclude competitive products or limit a customer’s scope of resale;
- fixing resale prices;
- forcing a customer to buy other products which have no connection with the products being purchased or requested (tying practices);
- refusing to supply products to any customer without any objective justification;
- selling goods at excessively low prices hence preventing a new entrant or forcing existing competitors out of the market; and
- charging different prices or imposing different commercial terms on customers in equivalent transactions without any objective justification.
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| If any of the above prohibited matters or other competition sensitive matters are raised or discussed in any trade association meeting or other meeting with competitors (whether formal or otherwise), the Group Family should immediately object to such discussion and leave the meeting. |
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| The Group Family should not enter into any exclusive arrangements on behalf the Group with any customer or supplier unless the said arrangement has been approved by the Chief Executive Officer. |
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| The Group Family should refrain from using competition sensitive language for all internal and external communication. For example, phrases like “being dominant in the market”, “killing off a competitor”, “forcing a competitor out of the market”, “preventing a competitor from entering the market” or suggesting in any way that the Group is not in compliance with any laws or is acting unlawfully. |
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| 5. Protecting the Company’s Assets and Information |
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5.1 Information Communication Technology
The Group’s computer and other information and communication technology (“ICT”) facilities must be safeguarded against theft, damage and improper usage. The Group does not permit the usage of ICT facilities involving sensitive and illegal matters, infringement of intellectual property rights, unauthorized access, misuse of the Group’s time and resources and risking of the integrity of the Group’s ICT facilities. |
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| To the extent allowed by applicable laws in the respective countries in which the Group operates, the Group reserves the right to monitor each the Group Family’s email messages, instant messaging, blogs, use of the internet and contents in company issued ICT facilities. This information can be recovered and used as evidence in domestic proceedings and courts of law or disclosed to the authorities or regulatory bodies as the case may be. |
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| Each of the Group Family must use the Group’s ICT facilities responsibly and primarily for the business purposes for which they are intended. The ICT facilities include access to the internet, intranet, email services and all other ICT hardware, software, systems and peripherals. |
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5.2 Confidentiality, Privacy and Protection of Company Assets
The Group values and protects all confidential, proprietary and personal information. The Group Family may be given by or may have obtained access to confidential, proprietary or personal information from any member of the Group or the Group’s customers, suppliers or other stakeholders/parties. |
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| The Group Family must take measures to avoid unauthorized disclosure, e.g. by securing access to confidential company records. The Group Family must not communicate or disclose confidential, proprietary or personal information to competitors, customers, suppliers, consultants, service providers, trade associations or other third parties unless such communication or disclosure is authorized by the Group and a non-disclosure agreement (or confidentiality agreement) has been signed. Confidential, proprietary or personal information or ideas received from third parties should not be used, processed, disclosed or communicated unless the third parties’ consent has been obtained and the appropriate safeguards are in place. Any confidential, proprietary or personal information must not be disclosed or discussed outside the scope for which the information was provided. |
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| The Group Family must be aware that any unlawful or unauthorized disclosure of confidential, proprietary or personal information may result in irreparable loss and/or damage to the Group. In such cases, the Group or the relevant the Group entity may institute civil and criminal proceedings against the offending party. Any the Group Family found guilty of such misconduct may also be subject to disciplinary action which may include dismissal. |
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| It is equally important that confidential, proprietary or personal information is only disclosed to other the Group Family on a need to know basis. |
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| The Group Family have an obligation to continue to preserve the confidential, proprietary and personal information even after the appointment / employment has ceased, unless disclosure is required by law, an order of any court of competent jurisdiction or any competent judicial, governmental or regulatory authority. |
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| Misappropriation of property owned by the Group, the Group Family, customers or suppliers will not be tolerated. Any misappropriation should be reported immediately and properly investigated. Appropriate disciplinary and/or legal action will be taken. |
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| In recognizing the importance of respecting the privacy rights of individuals, the Group is also committed to ensuring compliance with the requirements of applicable laws relating to protection of personal data (e.g. the Malaysian Personal Data Protection Act 2010). |
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| Therefore, it is the responsibility of all the Group Family to assist the Group to comply with such laws and the Group’s Data Protection Compliance Policy. Breaching the provisions of such laws or policy may result in the Group and the Group Family incurring penalties and being exposed to legal action by aggrieved parties. There may also be negative publicity as a result of any breach that is made public. |
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| The Group Financial Controller will be appointed as Data Protection Officer of the group. |
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5.3 Intellectual Property
Intellectual property (“IP”) is a property right derived from creations of the mind through intellectual or discovery efforts in industrial, scientific, literary and artistic fields which can be developed and protected. Examples of IP include patent, trademark, copyright, industrial design, trade secrets and know-how. In accounting or financial terms, it is regarded as an intangible asset. The role of IP and its proper management is crucial in realizing the vision and mission of the Group. |
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| The Group has acquired or developed valuable IP. The Group Family have a responsibility to protect these assets. |
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| The Group owns the IP rights to anything that the Group Family create or develop during the course of their employment with the Group (e.g. a report, advertising campaign, web pages, software, a product, service, process or concept, a brand, a song, etc.). The Group is entitled to the exclusive benefit of the works created by the Group Family, and may require that the relevant the Group Family waive his/her moral rights to those works. |
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| The Group is committed to formulating, monitoring and enforcing effective IP creation, acquisition, protection and governance processes within the Group. For the purpose of achieving the said objectives, a set of processes have been created and embodied in an IP Manual in which the standard operating procedures are outlined in detail. The IP Manual is to be adhered to by all the Group Family of the Group. |
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| Any acquisition, disposal, transfer, licensing of or dispute relating to IP must be referred to the Group Financial Controller for assistance. The acquisition, disposal, transfer or licensing of patents, trademarks, copyrighted works or other IP rights is subject to Chief Executive Officer’s approval and contractual safeguards. In any event, no statement regarding the ownership, validity, scope, or enforceability of IP rights should be made by the Group Family without the involvement of the Group Financial Controller. |
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5.4 Careful Communication
The Group Family are not allowed to spread malicious rumors about any member of the Group and misrepresenting the Group to others. |
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| The Group Family are also required not to make defamatory, slanderous, seditious or derogatory statements and not to infringe or authorize any infringement of copyright or any other legal right by email or other forms of communication. Any such communication will not be condoned by the Group and is outside the scope of the employment of the individual concerned. The Group will not accept any liability in respect of such communication, and the employee responsible will be personally liable for any damages, penalties or other liability arising. |
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| 6. Maintaining Complete and Accurate Business Records |
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6.1 Proper Documentation and Authorization
The Group expects that all business transactions are documented properly. The Group has a Limit of Authority (LOA) in place to govern the authorizations required in doing business. All the Group Family must be aware of the LOA and follow them without any attempt to bypass requirements. |
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6.2 Risk Management
The Group recognizes the broad spectrum of risks which the company faces along with the opportunities which it seeks in its businesses and operations. It is a strategic objective of the Group to have an effective risk management program and control systems to assess and mitigate these risks and thereby facilitate the Group in meeting all its business objectives. The Group is committed to developing and maintaining a risk management culture in the Group Family through leadership, education, communication and consultation so that risk-based approach is effectively embedded in its business processes and operations. |
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6.3 Accounting and Procurement Procedures
The Group Family must observe prescribed accounting, financial and procurement procedures and comply with the requirements of the Group’s internal control policies, guidelines and procedures. All transactions must be accurately and properly recorded in the books of accounts. Off the record funds and accounts are strictly prohibited. |
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6.4 Records Retention
The Group Family is expected to know of the Company’s record retention policy. |
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| 7. Respecting Others in the Workplace and Society |
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7.1 Equal Opportunity and Workplace Diversity
The Group provides equal employment opportunity and anti-discrimination in the workplace. The Group will strive to ensure that employment opportunities properly reflect gender, ethnicity and age of the Malaysian demographics. |
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7.2 Workplace Health & Safety
The Group strives to provide safe and healthy working conditions in order to prevent harm to, and promote the health of, all the Group Family and other stakeholders. In order to do so, health and safety programs, rules and regulations apply at all sites. It is the responsibility of each the Group Family to comply with health and safety regulations. The Group and the Group Family will endeavor to prevent any injuries at work, both for the Group Family and for our contractors. Beyond this, the Group seeks to adapt work to the capabilities of all the Group Family in relation to their physical and mental health. Care and support should be integral to the response to the Group Family with chronic disability or chronic illness. All the Group Family should have access to affordable health services. In areas with a high prevalence of HIV/AIDS, access to voluntary and anonymous counselling and testing should be encouraged and supported. Smoking in the Group’s premises and vehicles is strictly prohibited. However, smoking is permitted at such areas within the Group’s premises that have been officially designated as smoking areas. |
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7.3 Prevention & Eradication of Drug, Alcohol & Substance Abuse
The Group views seriously the case of the Group Family (or contractors on site) using illegal drugs or indulging in alcohol and other substance abuse at the workplace. Appropriate actions will be instituted against anyone who presents himself at work under the influence of illegal substances or, possesses, distributes, or sells illegal drugs in the workplace. |
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7.4 Energy Usage
In manufacturing, distribution and sale of the Group’s products, proper care will be taken to ensure the effective utilization of all forms of energy. |
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| Essential to our efforts at continuous improvement is our commitment to the principles of sustainable development. In embracing this corporate philosophy, it is our policy to bring benefit to society and the environment through constructive engagement in the areas of energy conservation, recovery and reuse. |
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| We will achieve this by: |
- Establishing the energy data base and developing indices for monitoring and control.
- Identifying, evaluating and implementing feasible energy conservation opportunities.
- Complying with the legal requirements and codes of practice on energy conservation and management.
- Educating, training and creating awareness on energy conservation and management issues.
- Ensuring energy efficiency is an integral part of all new business initiatives.
- Promoting energy ownership across every facet of our organization.
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7.5 Corporate Social Responsibility
The Group is committed to be a responsible corporate organization. We recognize the importance to integrate our business values and operations to meet the expectation of our shareholders:- |
- manage our business in the highest standard of integrity and corporate governance practices;
- protect the health and safety of all individuals affected by our activities including the Group Family, contractors and the public by providing a safe and healthy working environment;
- actively assess and manage the environmental impact of all of our operations;
- provide equal opportunity in all aspects of employment and ensure that the Group Family are treated fairly and given the opportunity to grow with the Group; and
- develop and participate in community programs which enhances the quality of life especially those related to healthcare, education, sports and the environment.
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