The policies and guidelines below (extracted from the Company’s Hand Book) set out the standard of conduct and ethics relating to its business operation that all employees are expected to adhere to while at work.
12.0 Code of Conduct and Ethics Relating to Operations
12.1 Under the Contract of Service an employee may be transferred, posted or otherwise instructed or requested to perform duties, permanently or temporarily, in any subsidiary and/or associated or related companies of the Group During the course of employment in the Company or in circumstance as described above, it is acknowledged that an employee may obtain Confidential Information.
Confidential Information means any information or material which is proprietary to the Company or designated as Confidential Information by the Company whether or not owned or developed by the Company, of which the employee may have obtained knowledge through or as a result of his employment with the Company; or communications with suppliers, vendors, customers, partners and associates of the Company; or other knowledge with the Company including but not limited to information conceived, originated, discovered or developed by the employee; information not generally known outside the Company or in the relevant trade or industry about or concerning:
a. computer programme, software, processes, data systems used by the Company;
b. the Company’s products whether new or old, processes and services including but not limited to information relating to (whether or not reduced to writing or still in development) designs, concepts, drawings, ideas, inventions, specifications, technologies, discoveries, model, data, documentation, diagrams, flow charts, research, development, processes, procedures, know-how, product or technology information, marketing techniques, materials, plans, timetables and strategies, development plans, customers names and pricing policies.
c. any information in respect of the organization, business, finances, transactions or affairs of the Company; and
d. any information that arises in the course of the Company’s transactions and operations.
12.2 The code of conduct in respect of confidentiality as appended below, shall be binding on all employees:
a. at all times to comply with the Company’s procedures for the receipt and maintenance of Confidential Information at all times;
b. not to disclose or to dissipate whether verbally, in writing or in any manner whatsoever to any third party any Confidential Information or records or any part thereof without the prior written consent of the Company;
c. not to use or attempt to use any Confidential Information in any manner whatsoever whether or not such use may injure or cause loss either directly or indirectly to the Company or its existing business or any business it may venture into or embark upon;
d. upon ceasing employment with the Company for any reason whatsoever, to return immediately the Company all information, records, manuals, notes, files and documents in the employee’s control containing or relating to Confidential Information;
e. not to appropriate or duplicate any Confidential Information, wholly or partially copy the information or any material embodying any Confidential Information by any means whatsoever;
f. the employee shall not for a period of five (5) years after the cessation of employment with the Company for any reason, use for himself or on behalf of or disclose to any third party any Confidential Information or part thereof, except such information in the public domain that was published other than as a result of a breach of this Confidentiality; and
g. The expression “information in the public domain” shall mean only such information published for general public information, but is not limited to publications in a trade journal, trade articles or newspapers and the like. 12.3 The employee hereby acknowledges that the Confidential Information shall at all times remain the property of the Company.
12.4 The employee hereby agrees that if there is a threatened or attempted breach of any of the provisions of the Confidentiality clauses as set out herein, the Company will be entitled to enforce the provisions and will be entitled in addition to any other legal or equitable remedies and without prejudice to any other remedies that the Company is entitled to at law to injunctive relief and a decree for specific performance of the terms of the Confidentiality and Non-Disclosure Agreement without the necessity of showing irreparable harm or actual or threatened damage.
12.5 Where deemed necessary, the Company reserves the right to require an employee to sign and execute a specific Confidentiality and Non-Disclosure Agreement.
12.6 All properties belonging to the Company which are in the possession of the employee and/or given to the employee for his use may be recalled or retracted at any time at the sole discretion of the Company.
It is necessary that all employees should display good discipline and conduct at all times if the Company is to operate efficiently. All employees are also required to follow security, safety, health and other regulations as may be laid down from time to time. A list of misconduct which is illustrative only and not exhaustive is set out in Schedule II. The Company’s policy on discipline is built on equity and all employees can be expected a fair and just treatment in accordance with the Disciplinary Procedure as set out by the Management.
13.2 Disciplinary Actions
In the event an employee is found guilty of misconduct after due inquiry, the Company may either:
a) Give the employee a written warning.
b) Withhold salary increment for one (1) year.
c) Suspend the employee without pay for a period not exceeding one (1) week.
d) Downgrade the employee.
e) Dismiss the employee without notice in the event of any criminal breach of trust or other proven serious offence.
f) Impose any other lesser punishment as it seems just and fit.
13.3 Right to Appeal
An employee who is subject to any disciplinary action shall have the right to appeal.
In line with the Group’s policy of maintaining channels of communication with employees, any employee who has a grievance can apply to resolve that grievance by following the Grievance Procedure as set out by the Management.
The following are the Management’s prerogatives and cannot be the subject matter of a valid grievance:
a) Promotion of any employee from a lower grade or category to a higher grade or category;
b) Transfer of an employee within the organization provided that such transfer does not entail a change that is detrimental to the employee with regards to his terms of employment;
c) Employment of any person by the Company in the event of a vacancy arising in the Company;
d) Termination of the services of an employee by reason of redundancy or by reason of the reorganization of the Company’s business, trade of work or the criteria for such termination;
e) Dismissal and reinstatement of an employee by the Company
f) Assignment or allocation of duties or specific tasks to an employee that is consistent or compatible with the terms of his employment.
Disciplinary action may be taken against any employee for having committed any one or more of the following misconduct:
A. Minor Misconduct
i. Relating to Attendance
ii. Relating to Safety & Health
iii. Relating to Company’s Property
iv. Relating to Conduct
B. Major Misconduct
i Relating to Attendance
ii Relating to Honesty
iii Relating to Safety and Health
iv Relating to Conduct
The above list is illustrative only and not exhaustive.
The principle of this Code of Ethics (“Code”) is based on principles in relation to sincerity, integrity, responsibility and corporate social responsibility.
This Code is formulated to enhance the standard of corporate governance and corporate behaviour with the intention of achieving the following aims:
(1) To establish a standard of ethical behaviour for directors based on trustworthiness and values that can be accepted, are held or upheld by any one person.
(2) To uphold the spirit of responsibility and social responsibility in line with the legislation, regulations and guidelines for administrating a company.
In the context of this Code, a company director means any person who holds the position of director in the Company irrespective of any designation used, including anyone who follows the directives and advice of a corporate director and who usually takes action, as well as an in-turn or substitute director. A director also includes both executive and non-executive directors as well as executive and non-executive chairpersons.
In the performance of his duties, a director should at all times observe the following: