Code of Ethics


The core principles of this code is based on principles in relation to transparency, integrity, accountability, corporate liability and sustainability.

This Code of Ethics (“Code”) is formulated to enhance the standard of corporate governance and corporate behaviour with a view to achieving the following intended objectives:-
  1. To establish standards of ethical conduct for company directors based on acceptable belief and values one upholds;
  2. To uphold the spirit of accountability and transparency in line with the legislation, regulations and guidelines governing a company; and
  3. To promote the sustainability of a company by pursuing “Environmental, Social and Governance” (“ESG”) strategies in its business.
In the context of this Code, a company director means any person occupying the position of director of a corporation by whatever name called. This includes a person in accordance with whose directions and instructions the majority of directors of a corporation are accustomed to act and an alternate or substitute director. A director also includes both executive and non-executive directors as some companies will not necessarily use the designation "director".

Words importing the masculine gender shall be deemed and taken to include the feminine.

In the performance of his duties, a director should at all times observe the following principles:

1. Corporate Governance

1.1Should have a clear understanding of the aims and objectives, capabilities and capacity of the company;
1.2Should devote time and effort to attend and participate at meetings and to know what is required of the board and each of its directors, and to discharge those functions;
1.3Should ensure at all times that the company is properly managed and effectively controlled;
1.4Should stay abreast of the affairs of the company and be kept informed of the company's compliance with the relevant legislations and contractual requirements;
1.5Should insist on being kept informed on all matters of importance to the company in order to be effective in corporate management;
1.6Should limit his directorship to a manageable number of companies to which he can best devote his time and effectiveness. Therefore, each director is his own judge pertaining to his abilities and how best to manage his time effectively in the companies in which he holds directorships;
1.7Should have access to the advice and services of the company secretary, who is responsible to the board to ensure proper governance practices, procedures, rules and regulations are adhered to or complied with;
1.8Should at all times exercise his powers for the purposes they were conferred, for the benefit and prosperity of the company;
1.9Should disclose immediately and fully all contractual interests whether directly or indirectly with the company;
1.10Should neither divert to his own advantage any business opportunity that the company is pursuing, nor may he use confidential information obtained by reason of his office for his own advantage or that of others;
1.11Should at all times act with utmost good faith towards the company in any transaction and to act honestly and responsibly in the exercise of his powers in discharging his fiduciary duties;
1.12Should be willing to exercise independent judgment and, if necessary, in his fiduciary duty, openly oppose if the vital interest of the company is at stake;
1.13Should attend continuous professional development programmes to keep abreast with corporate governance developments and regulatory requirements; and
1.14Should ensure that reasonable steps are taken in accordance with relevant laws to properly wind up or strike off the company register if the company is not likely to commence business or has ceased to carry on business and is not likely to commence business in the future or again to carry on business, as the case may be.

2. Relationship with Shareholders, Employees, Creditors, Customers and Other Stakeholders

2.1Should be conscious of the interest of shareholders, and other stakeholders, among others, employees, creditors, suppliers and customers of the company;
2.2Should ensure employees fully understand and appreciate the value of good corporate governance practices and procedures through ongoing training, awareness programmes and robust communication;
2.3Should ensure adequate safety measures and provide proper protection to workers and employees at the workplace;
2.4Should at all times promote professionalism and raise the competency of management and employees; and
2.5Should adopt an objective and positive attitude and give utmost cooperation for the common good when dealing with governmental authorities or regulatory bodies.

3. Sustainability Practices

A director must take accountability for the “Environmental, Social and Governance” (“ESG”) in the company by –

3.1integrating sustainability considerations into all aspects of decision-making, including strategic planning, risk management and investment decisions;
3.2ensuring that the company sets its sustainability strategies, goals and targets which are aligned with the company's overall strategy and vision;
3.3being more proactive to the needs of the community and to adopt appropriate policies and initiatives towards achieving sustainability in the social, economic and environmental conditions in furtherance of the pursuit of profitability;
3.4striving to treat employees fairly and promote quality of life by adopting sustainable corporate social responsibilities;
3.5ensuring that the company’s policies are in line with international trends to promote human rights in the corporate environment;
3.6ensuring that the activities and the operations of the company do not harm the interest and well-being of the environment and the society at large; and
3.7ensuring effective use of natural resources and continuously reducing its carbon footprint.

4. Corporate Liability

In this regard, a director must ensure that the company have established an adequate procedure1 which can be used to reasonably protect both the company and top management from the liabilities arising from the section 17A of the Malaysian Anti-Corruption Commission Act (“MACCA”) 2009. A director must ensure that the company –

1 For this purpose, reference may be made to the “Guidelines on Adequate Procedures pursuant to subsection 17A(5) under the Malaysian Anti-Corruption Commission Act 2009 (MACCA 2009)” which was issued by the Prime Minster Department, through the National Centre For Governance, Integrity and Anti-Corruption (GIACC)

4.1practices the highest level of integrity and ethics;
4.2complies fully with the applicable laws and regulatory requirements on anti-corruption;
4.3effectively manages the key corruption risks of the organisation;
4.4puts in place appropriate controls and contingency measures that are reasonable and proportionate to the nature and size of the organisation, in order to address any corruption risks arising from weaknesses in the organisation’s governance framework, processes and procedures;
4.5conducts corruption risk assessments periodically to identify, analyse, assess and prioritise the internal and external corruption risks of the organisation;
4.6provides employees and business associates2 with adequate training to promote their understanding of the organisation’s anti-corruption position, especially in relation to their role within or outside the commercial organisation2 in the context of the company;

2 Please refer to the Appendix of “Guidelines on Adequate Procedures pursuant to subsection (5) of Section 17A under The Malaysian Anti-Corruption Commission Act 2009” which provides key definitions under Section 17A of the MACCA 2009 and the guidelines
4.7conducts regular reviews to assess the performance, efficiency and effectiveness of the anti-corruption programme and ensure the programme is enforced; and
4.8ensures that the company’s anti-corruption policy be made publicly available and should also be appropriately communicated to all employees and business associates.

5. Anti-Money Laundering and Counter Financing of Terrorism (“AML/CFT”)

To prevent the company from risk of being exposed to AML/CFT activities, a director must ensure that the company –

5.1adopts policies and procedures which are consistent with the principles set out under the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (“AMLA”) and the Guidelines, and keeps the shareholders and employees abreast on matters under AMLA and Guidelines;
5.2conducts its business in conformity with high ethical standards to ensure that laws and regulations are adhered to; and
5.3remains vigilant against undertaking any business transaction that is or may be connected with or may facilitate money laundering/terrorism financing (“ML/TF”) and ensure that approval is not given for transactions where there are good reasons to suppose that transactions are associated with ML/TF activities.