CODE OF CONDUCT AND ETHICS
1. INTRODUCTION
The Board of Directors (“BOD”) of Priceworth International Berhad (“PWI” or “The Company”) is entrusted with the fiduciary responsibility of oversight of the affairs of the PWI for which the Board is committed to promote good business conducts in its business dealings in the proper and good manner. As BOD of the PWI are obliged to carry out their duties in an honest, fair, diligent and ethical manner, within the scope of the authority conferred upon them and in accordance with the applicable laws, rules, regulations, guidelines and internal control policies and any relevant procedures.
This Code of Conduct and Ethics of the Company (“Code”) is to provide the fundamental guiding principles and standards applicable to the Directors and employees where such principles and standards are founded on high standards of professional and ethical practices. The Directors of the Company agree to establish the Code for the company, together with the management should implement all the policies and procedures which include managing conflict of interest, preventing abusing of power, corruption, insider trading and money laundering.
They must exercise judgment in applying the principles embodied in the Code to any particular situation. It should be read in conjunction with the existing framework of all relevant laws and regulations as well as the directives and policies of the Bursa Group including any relevant best practices/ standards in corporate governance and provisions of the constitutions of companies within the PWI Group of subsidiaries.
2. AIM
2.1 To allow the company’s values to be communicated to all of the workforce.
2.2 It informs the expected behaviours in the company, so that these can be reflected in the company’s policies and practices and embedded in the company’s operations.
2.3 To articulate acceptable practices and guide the behaviour of directors, management and employees.
2.4 In the case of a company that complies with the Malaysian Code of Corporate Governance, a Code can be a means of complying with the Code Principles (A) which state that the board has the responsibility to set the tone and standards of the company through the Code of Conduct and Ethics.
3. PRINCIPLES
3.1 The principles of this Code are drawn and derived from international standards of corporate governance best practices in Malaysia, where relevant. Duty to act in the public interest and best interest of PWI Group. The principle of this code is essentially based on principles in relation to honesty, integrity, accountability and corporate social responsibility.
3.2 Directors have a statutory duty to act in the public interest and to ensure the maintenance of fair, orderly and transparent market. Directors also have a duty to act in good faith having regards to the best interests of the PWI Group and its shareholders and stakeholders.
3.3 Core Values
3.3.1 Integrity
Directors, top management and all employees are encouraged to discharge and perform their duties to the company, its shareholders and at the same time care for the welfare of the other stakeholders (employees, customers, and suppliers) by taking into account the views of the impact of decisions on stakeholders in the interest of shareholders. The director should act with honesty through practicing high standards of professionalism and probity. Steadfast adherence to strict moral or ethical codes.
3.3.2 Accountability
Directors and employees of the company are expected to be responsible to every decision and action made for the best interest of the company. They should be able to justify, explain or account for/answerable for their actions in the course of their duties.
3.3.3 Sustainability
Directors should take into account sustainability considerations in setting the strategy direction of PWI Group and ability to make decisions that enhance the well-being of the company.
4. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Every director and employee of the company who in exercising and/or discharging his/ her powers or duties shall comply with all applicable laws, rules and regulations including the constitutions of the Group and guidance and directives issued by the authorities.
5. CONFLICT OF INTEREST
5.1 Directors are expected to perform their duties of good faith, fidelity, diligence and integrity for the company. Every director is required to declare at all times the nature and extent of any conflict of interest, whether direct or indirect, or whether actual or potential, with the Company or its subsidiaries, and if so, required by the relevant Board/ Board Committees, to recuse themselves from any deliberation and decision relating thereto.
5.2 Where a potential or actual conflict arises, every Director shall adhere to the procedures provided by the relevant laws and the relevant internal documents in particular, the Guidelines for Handling Conflict of Interest.
5.3 Employees of the company also shall avoid conflict of interest between their personal dealings and their duties and responsibilities as employees of the company including PWI’s group of subsidiaries. In particular, the use of their position in office, confidential information, company’s assets and any other resources for personal gain, or for the advantage of others with whom the employee is associated, is prohibited.
5.4 The Directors and employees of the company shall consult with the top management to avoid issues arise of conflict of interest.
6. ANTI-CORRUPTION/ BRIBES
6.1 To observe high standards of business, professional and ethical conduct, the Directors and employees (whether acting in their own capacity or on the Group’s behalf) are committed to refrain themselves from offering, soliciting, giving or receiving any gifts, donations (including political donations), sponsorship, and any other form of benefits (in kind, cash, advantages, travels, entertainments and/or favour etc) from persons or entities who deal with the PWI Group where the gift would reasonably be expected to influence the performance of the Directors and employees duties in any aspect.
6.2 When dealing with gifts, donations, sponsorship, and any other form of benefits, the Director shall uphold the highest integrity and ensure compliance with the relevant laws in respect of anti-corruption and bribery.
7. COMPANY ASSETS
7.1 Every Director and employee has a duty to safeguard the Company’s assets, including its physical premises, equipment and facilities as well as the records and information/ data (Both physical and electronic means).
7.2 Company’s assets shall only be used in a safe, ethical and lawful manner and shall not be used for pursuing improper personal gain or opportunity.
8. CONFIDENTIALITY
8.1 Every Director and employee may come into possession or access to confidential, sensitive and non-public information (“Inside Information”) in the course of their directorship or position within PWI Group. They must treat all the information in strictest of confidence, not disclose such information to any unauthorised persons and take all necessary precautions to maintain such confidentiality and not use it, directly or directly, for any purpose other than what it has been intended, except when disclosure is authorised or legally required.
8.2 The obligation to preserve PWI Group’s Inside Information is ongoing even after an individual ceases from being Director or employees of PWI Group.
9. FAIR DEALING AND ANTI-COMPETITION
In the interests of preserving reputation and integrity of PWI Group, a Director shall act impartially, honestly and responsibly in dealing with all employees, stakeholders, regulators and public where he/ she shall not: –
a) compete or aid/ assist other competitors to compete with the PWI Group; and
b) take unfair advantage of anyone through manipulation, concealment, abuse of privileged or confidential information, misrepresentation of material facts, or any unfair dealing practice.
10. WAIVER
Any waiver of the application of principles/ standards set forth in this Code may only be made by the Board of PWI or an authorised Committee/ Panel of the Board of PWI, as it deems fit and appropriate.
11. REPORTING VIOLATIONS OF THE CODE
11.1 Director or employee must immediately report any concern about possible/actual breaches of the Code by any individual to the authorised or responsible person (or the Senior Independent Director, where applicable) and strictly observe the relevant internal document i.e., the Whistle-blower Policy and Procedures. Any individual making such a report must have reasonable and probable grounds and merits and must undertake such reporting in good faith, for best interest of the Company. Any improper conduct may also be reported to any Enforcement Agency as prescribed in the Whistle-blower Protection Act 2010.
11.2 Employees are also encouraged to report any actions of his subordinates that go against the terms and conditions of employment or any Company’s policies that are in force to his/ her superior. Failure to do so would be an offence of negligence and disciplinary action may be taken against him.
12. ENFORCEMENT OF THE CODE
In the event of any violation of this Code by any Director or employee, the Board member shall determine appropriate actions to be taken after considering all relevant information and circumstances.
13. REVIEW
This Code shall be reviewed by the Board of PWI every three (3) years or as required when internal or external events warrant a more frequent review to be undertaken.