1. Conduct themselves professionally, observing principles of fair play when dealing with others
            2. Ensure the interest of the Group take precedence over their personal and other party interests
            3. NOT place themselves in a position where their professionalism and integrity may be compromised.
        

1. Responsibility and Accountability

1.1. Employees

Upon joining the Group all employees MUST sign a declaration that they shall abide by this Code and it is the responsibility of the employees to keep themselves updated on the latest provisions of this Code. The Group will endeavour to, as appropriate and as regularly as possible, keep employees updated on new and/or amended provisions of the Code through the formal channels of communication to the employees.

1.2. Directors/Senior Management

Directors/investors and/or Senior Management, being business leaders, have and MUST accept the added responsibility to demonstrate exemplary conduct and act with the highest standards of personal and professional integrity. Additionally, they are expected to, continuously and at all times, promote high levels of respect, fairness and ethical behavior.

1.3. Vendors, Suppliers and Contractors

The Group expects all vendors, suppliers, contractors and their respective sub-contractors or any other external party (ies) to comply with this Code in dealing with the Group, together with its subsidiaries. Selection must be based on proven track records, quality of products and services. Relationship(s) with parties shall be purely professional in order to maintain independence in business judgement.

2. The Group and its People (being its directors and employees)

The Group:

⦁ Values every director/employee and remains committed to providing everyone fair and most suitable working environment. The Group is also committed to the well being of its employees by providing a conducive environment that is free from discrimination or harassment and conducting business in compliance within best practice tenets and applicable labour regulations

⦁ Takes the responsibility to deal with any discriminatory act and or harassment in the workplace. All directors/employees must adhere to the same standards in their interactions with contractors, suppliers, customers and others

⦁ Is committed to upholding a politics-free work environment and therefore it strictly prohibits its people from practicing any form of office politics. Any employee found to have violated this provision will face severe disciplinary action

⦁ Directors/employees are expected to reciprocate the commitment to treating everyone with respect and dignity, valuing individual and cultural differences. Verbal abuse, threats or physical acts of violence or intimidation on fellow directors/employees are prohibited

⦁ Directors/employees are personally responsible for the adherence to the legal and ethical standards that apply to their job description and duty functions.

3. Policies and Procedures

a). Group 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 to which may result in disciplinary action

b). Directors/Senior Management should exercise reasonable care to ensure that an effective system of business controls is in place to cover the following:

⦁ Assign the appropriate authority and responsibility to individuals
⦁ Proper authorization of transactions
⦁ Maintenance of accurate and adequate records
⦁ Disclosure of information on a need-to-know basis
⦁ Adequate segregation of duties and management of conflicts of interest.

c). If an employee requires further information, guidance or clarification on any policies or procedures, they may discuss their concerns with their manager using the laid-down communication channels and procedures.

4. Confidential, Proprietary and Sensitive Information

i. Directors/employees are prohibited from disclosing any confidential, proprietary and sensitive information of the Group to family, friends and any third parties unless otherwise authorized, in writing, or as required by law

ii. Those who have left the Group are expected to maintain confidentiality of proprietary or sensitive information that they acquired in the course of their directorship or employment with the Group

iii. All queries from media, the general public or third parties about Group business must be directed to the designated director/employee as provided for in the company structure for consistent and professional approach

iv. Non-disclosure agreements should be signed by vendors or any third parties who may have access to confidential and proprietary information so that the Group’s interest is protected.

5. Assets, Properties and Facilities

i. Directors/employees are expected to exercise reasonable care to safeguard the Group’s assets to avoid any loss, damage, misuse or theft

ii. The Group will provide internet and e-mail access to directors/employees who need such facilities, primarily for business purposes and which facilities shall not be used to access or engage in illegal activities or any non-professional conduct or any other activity which may bring disrepute to the Group

iii. Directors/employees are expected to protect the intellectual property rights of the Group and ensure compliance with applicable laws and regulations.

6. The Group and its Customers/ Clients

i. The Group is committed to delivering quality products and services to customers. Directors/employees are expected to treat customers professionally in all business transactions and provide high standards of customer care to address any complaints

ii. The Group is also committed to protect the privacy of its customers’ personal information and no director/employee is allowed to disclose a customer's personal information to unaffiliated third parties unless authorized in wring or as required by law

iii. All gift-giving to customers should be endorsed/approved through the designated director/employee, which endorsement/approval shall be sought through laid-down procedures

7. The Group and its Suppliers, Vendors, Contractors

In order to protect the interests of the Group:

i. All business decisions are taken based on objective and independent judgment in the best interest of the Group and must not be motivated by personal considerations or relationships - whether real, implied or perceived

ii. All business negotiations are on arms-length basis and the Group adopts the principle of integrity and fairness in its business dealings and expects the other parties to reciprocate

iii. Discounts, gifts or favours from third parties should never be used for personal benefit and must be declared to the designated director/employee whenever received or proposed

iv. Soliciting and acceptance of bribes in any form or manner constitute serious misconduct which may result in termination of appointment/employment.

Conflict of Interest

a. Conflict is deemed to exist when a director/employee, by virtue of holding a particular position, causes him/her to obtain an improper gain or advantage when such a gain or advantage is perceived to have an effect on the interests of the Group

b. Individuals acting as directors/employees have a fiduciary and statutory duty to act in the best interests of the Group and declare any conflicts of interests as soon they become aware of such instances

c. Directors/employees should notify the Chairman of the Group in writing immediately upon becoming aware of a conflict, whether real or perceived, either involving himself/herself, other directors/employees or a third party

d. The Group Company Secretary will maintain a Conflict of Interest register, which will be circulated to directors/employees to be updated periodically, but not less frequently than quarterly. The Group will consider the Conflicts of Interest register periodically, but not less frequently than quarterly.

Receiving and giving business courtesy/gifts and hospitality

i. As a rule of thumb, the use of services or entertainment given by third parties having business dealings with the Group should be avoided, as this may compromise integrity and/or affect professional judgment in discharging full responsibilities to the Group.

ii. Under no circumstances is it acceptable to offer, give, solicit, or receive any form of bribe, kickback, gratuity or performa and/or undertake any act of commission or omission that could be construed as bribery or corruption. This applies to all Group transactions, even where the practice is widely considered as “a way of doing business”

⦁ Exception to (i) above applies to festive seasons or special occasions, subject to Senior Management endorsement and directors/investors approval, whereby distribution of such gifts to business associates are customary Purchasing and Procurement

⦁ All procurement and purchasing decisions should be based solely on the Group's best interest, covering product or services suitability, price, delivery and quality. Due considerations should be given to:

⦁ Treating all suppliers, contractors and service providers fairly
⦁ Confidentiality by ensuring that no information is disclosed during the bidding process
⦁ More than one supplier, service provider or contractor
⦁ Checks and balance amongst employees
⦁ Other operational considerations as advised by the Tender and Procurement Committee or any other relevant director/employee.

⦁ All procurement or purchasing agreements should document services or products to be provided with specific deliverable milestones to enable independent verification when need arises. Commitment on behalf of The Group

⦁ All monetary commitments should be approved according to the approved financial limits of authority and legal sign-off policy

⦁ Authorization and approval of the budget or operating plan is not equivalent to authorization to spend money. Approval to incur expenditure is still required even though it is budgeted for

⦁ No director/employee is allowed to:

⦁ Approve own claims or expenses for payment

⦁ Approve a requisition, place an order, receive goods or approve invoice for payment by him/herself

⦁ Breakdown the total value of the procurement into multiple purchases requisitions to evade the limits established by the Group as guided by policy and/or regulations or law. Commitment by resigned employees and consultants

⦁ An employee who is serving resignation notice or consultants, part-time/temporary employees are not allowed to make any commitments on behalf of the Group, unless written permission is given.

8. Community and Society

⦁ The group is committed to making a positive difference in society forms a crucial component in the Group's goal of contributing to the improvement in the quality of life of the community around and with whom the Group operates and does business.

⦁ The Group and its directors/employees shall be mindful of the consequences of the Group’s conduct that affects people around, beyond the requirement of law, and shall make full efforts to conduct business that will benefit the economy and society.

9. No Alcohol and Drug Abuse

The Group is committed to a safe, healthy and productive workplace for all its employees and recognizes that alcohol or drug abuse can impair and affect health and job performance. Hence, the workplace shall, at all times, be free of any alcohol and drug or related substances.

10. The Environment

The Group believes in building a sustainable future. All directors/ employees shall endeavor to:

⦁ Work with contractors to ensure products are delivered in a socially and environmentally responsible manner

⦁ Use utilities in a responsible and efficient manner and

⦁ Dispose site waste in a proper and environmentally friendly manner

11. Ethics Checklist

When making a decision or following a directive, one should ask:

⦁ Does my action comply with the spirit of the Group policies and applicable law?

⦁ Is my behaviour consistent with the Group’s guiding values and its ethical standards?

⦁ Does my decision/action reflect the right thing to do?

⦁ Is my decision being driven by responsible professional judgment?

⦁ Would I feel confident that I could explain my decision if it were made public?

12. Embracing good practices:

⦁ Keep abreast with the ethical and legal standards that apply to your role

⦁ Initiate discussion during meetings on issues pertaining to the Code

⦁ Know who to consult if unsure of the right thing to do

⦁ Speak up if having a genuine concern

⦁ Seek help if/when in need

13. Compliance with the Code

Those who violate this Code, regardless of position or title, may be subjected to disciplinary action, including termination of employment. The following are some of the examples of conduct that may result in disciplinary action:

⦁ Violating and/or instigating others to violate laws or the Code

⦁ Failing to report known or suspected violations of law and the Code

⦁ Retaliating against others for reporting a concern or violation.

14. Compliance with the Code and reporting concerns

⦁ The Group is fully committed to maintaining compliance with the Code, making it an obligation to fully comply with its provisions and promptly report genuine ethical concern(s) without fear for retaliation. The Group will take appropriate action against anyone engaging in retaliatory conduct

⦁ Directors/employees could be in breach of the code if involved in assisting or authorizing others to act in breach of the Code, conceal or fail to report any known or suspected breaches by others. Any breach of the Code should be reported

⦁ Malicious or defamatory reporting or knowingly making false reports, however, is a breach of the Code and may result in disciplinary proceedings

⦁ Senior Management will fully support those who in good faith report potential or actual breaches of the Code. In addition, all managers have a responsibility to ensure day-to-day compliance with the Code on the part of persons they supervise

⦁ Anybody found violating the Code will be subject to disciplinary action, which may include dismissal.

15. Review

This Code will be reviewed periodically by and updated as and when necessary to ensure that it remains current and relevant in addressing any ethical issues that may arise within the Group.