MASTER-PACK-CODE OF BUSINESS CONDUCT


The Code of Business Conduct ("the Code") provides guidance on the standards of behaviour expected of all Directors and Employees of Master-Pack Group of companies. The Code is not exhaustive document and does not address every possible situation. When there is conflict between the provision of the Code, the Group Policies and regulatory and legislative provisions, the stricter provisions shall apply. Above all else, you must apply and exercise sound judgement in making the right decisions.

All Directors and employees are obliged to familiarise themselves with and adhere to the Code. As an employee, you will also be responsible-

- To help those reporting to you understand and comply with the Code.

- Promote compliance and good ethical values via leadership by example and

- Provide guidance to others who have raised concerns or questions regarding the Code.

If you have any questions or concerns about compliance of this Code or unsure of what the "right thing to do" is, you are encouraged to speak to your supervisor or department heads in your Company. If you do not feel comfortable talking to any of these persons for any reason, you can contact the Senior Independent Director.

Default or Violation of the Code

Anyone, who violates the Code, is subject to disciplinary action, up to and including termination of employment or dismissal. Violations may also be subject to civil and criminal prosecution and penalties.

The management do not tolerate any retaliation against anyone who in good faith reports possible violations of law or the Code or company guidelines. Employees who believe they have experienced retaliation for reporting possible violations should contact the Human Resources Department. Employees who attempt or suspected of retaliation will be disciplined.

In accordance with Open Communication culture, all employees are encouraged to ask and have a duty to report possible violations of the law, the Code and other company guidelines.

Please refer to the last page on Whistleblowing Policy and Form

1. Email /Send letters/ faxes to Group Executive Chairman's Office or HR Department

2. Email / Send letters /faxes to Senior Independent Director




1. WORKING WITH ONE ANOTHER

The Group is committed to fostering an inclusive environment where everyone is treated with respect, trust and dignity.

1.1 Respect

Our values are to conduct business with uncompromising integrity and professionalism. For this we build our relationships with our customers, suppliers and other stakeholders with mutual respect and trust. All employees shall also treat your superiors, peers and subordinates with respect, trust, honesty and dignity. To promote a conducive working environment, all employees are treated with equal conduct and values and not subject to any harsh and inhumane treatment.

The employee may refer to the Employee Handbook for a list of misconduct that would disrupt the harmony of working with one another.

1.2 Freely Chosen Employment

All employees shall be provided a written employment letter, where applicable in their native language, comprising the terms and conditions of employment. All employees are free to leave work or terminate their contract of service by giving the standard termination notice according to their terms of employment.

1.3 Young Workers

The Group prohibits the hiring of child labour and the minimum age for employment in Malaysia and practice by the Group shall be eighteen (18) years of age. The definition of child labour refers to any person under the age of fifteen (15) or under the age for completing compulsory education or under the minimum age for employment in the country.

1.4 Equal Opportunity and Non-Discrimination

The group provides equal opportunities to all and endeavours to ensure employment related decisions are based on relevant qualifications, merit, performance, other job related factors and in compliance with applicable laws and regulations.

We do not discriminate on the basis of gender, race, nationality, religion, age, disability or sexual orientation unless specific laws or regulations expressively provide for selection according to specific criteria.

The Group shall abide to the minimum wage order of the country in which any of the Master-Pack companies operates.

1.5 Harassment and Violence

Any type of harassment and violence is prohibited. These actions or behaviours include derogatory comments based on gender, racial or ethnic characteristics, unwelcomed sexual advances, spreading of malicious rumours or use of emails, voicemails and other forms of communications channels to transmit derogatory or discriminatory materials. This not only applies to our own co-workers but also to customers and suppliers as well.

1.6 Illegal Substances

The Group strictly prohibits the consumption / use or under the influence of alcohol or prohibited drugs or the transfer / possession / distribution of illegal drugs or other illegal substances in the workplace.

1.7 Criminal Activities

All employees must not engage or become involved in any behaviour or activities that may be categorised as subversive or commit any wrongdoing, criminal or otherwise that is punishable by law. This would include organising of or participating in any gambling activity and money lending activities during working hours or in the workplace.

1.8 Occupational Safety and Heath

The Group strives to provide a safe, secure and healthy working environment. Workers must create and maintain a safe working environment to prevent workplace injuries.

- Using all devices provided for workers protection

- Ensuring that protective devices are in good working conditions

- Reporting immediately unsafe equipment and tools, hazardous conditions and accidents to the management

- Endeavours to encourage employees cultivate working activities and habits that reduce the environmental impact.

- Briefing on emergency evacuation action, nearest exit facilities and where employees should gather in the event of an emergency situation occurs. Employees are also to work with the management to maintain emergency preparedness in the production and office area i.e. the functioning of the fire detection system and suppression equipment as well as to ensure that the exit facilities are clear of obstacles

- Training by way of on-site practice relating to the appropriate health and safety measures shall be provided and communicated to all employees.

- Clean toilets facilities, potable water and sanitary canteen facilities are provided. Employees are encourage to practice clean hygiene and help to keep the free facilities provided for the enjoyment of all workers.

We urge all employees to take precautionary measures to prevent injuries and obey the safety requirements that apply to the job and the workplace. All suppliers and visitors need to also obey the safety requirements.


2. ANTI-BRIBERY AND ANTI-CORRUPTION

The Group have adopted a zero tolerance for all forms of bribery and corruption activities. The Group is committed to acting professionally, fairly and with integrity in all business dealings and relationships wherever in the country we operate.

The group requires that all directors/ employees to comply with applicable anti-corruption laws and regulations in Malaysia or in the countries which the employee or director visits. Any employee or director must not directly or indirectly promise, offer, grant or authorise the giving of money, commission, facilitation payments (grease money) or anything else of value to government officials, officers of private enterprises, consultants and their connected persons to obtain or retain a business or an advantage in the conduct of business.

The consequences of bribery and corruption are severe and may include imprisonment for individuals, unlimited fines, debarment from contracts and damage the Group's reputation. As such all employees and directors must not influence others or be influenced either directly or indirectly by paying or receiving bribes or kickbacks or any other measures that are deemed unethical or will tarnish the Group's reputation. This will also apply to all joint ventures partners and company/ agent representatives.

The Code also requires that all directors and employees adhere to standards to prevent the use of services for money laundering. Money laundering is deemed, inter alia, as "an act of a person who engages directly or indirectly in a transaction that involves proceeds of an unlawful activity. As defined in Section 3 of AMLA, it is any act which "acquires, received, possesses, disguises, transfers, converts, exchanges or removes from or brings into Malaysia proceeds of any unlawful activity. A transaction to be deemed money laundering, the money or asset concerned must be the subject matter of an unlawful act i.e. drug money, money derived from crime or criminal acts and transmitted in the aftermath of the unlawful act.

Please refer to Master-Pack Anti-Bribery and Anti-Corruption policy for full information.


3. GIFTS, ENTERTAINMENT AND TRAVEL

3.1 Gifts

All employees are prohibited from receiving or asking /soliciting for gifts from external parties or business associates. Under no circumstances shall an employee accept gifts in the form of cash or cash equivalents, personal services or those otherwise that may put the employee in a position of conflict, influence any business decision or intended / given with the expectation of gaining any advantage. For the purpose of the Code, "gifts" include but is not limited to any gifts, items of legacy, fees, rebates, rewards, commissions, services, favours, offices, employment contracts, holidays and any item that will influence or provide an advantage in the performance of duties.

An employee or the employee's family member must not solicit any gifts from business contacts directly or indirectly. The employee and his/her family members are also discourage from accepting gifts from external parties or business associates at home.

The only form of gift giving allowed to external parties is a corporate gift. A corporate gift are promotional items given out to the general public at events, trade shows, exhibitions, festivities as a part of building the company's brand name. Corporate gifts normally bear the company name and logo such as corporate diaries, calendars etc. The limits of authority for gifts are subject to approval by the Executive Director or Group Executive Chairman prior to the purchase of the gift.

The following conditions should be followed for gift giving:-

- It is limited, customary and lawful under the circumstances. In the event the gifts are received such as hampers, moon cakes, mandarin oranges or any consumable products during any festivities, the gift should be distributed for the benefit all the employees of the company and not for single person's benefit. Congratulatory and bereavement advertisement related to customers, suppliers, subcontractors, business associates and partners shall be liaised directly with advertising agents are allowed with the approval of the Executive Director or the Group Executive Chairman

- It does not have or is perceived to have (by either the giver or the receiver) any effect on actions or decisions

- There must be no expectation of any specific favour or improper advantages from the intended recipients;

- The independent business judgement of the intended recipients must not be affected or be influenced;

- There must not be any corrupt/ criminal intent involved by the giver; and must also be transparent in the public's perception.

- The giving out of the corporate gift and hospitality must be done in an open and transparent manner.

- Prior to any gift giving, the giver must enquire the company policy regarding gifts of the intended recipient to ensure that the act of gift giving does not wrongly implicate the recipient.

3.2 Entertainment

No entertainment to or from customer, suppliers, subcontractors or related parties that have or potentially may have a business relationship with the company.

An employee or the employee's family members must not solicit any form of entertainment from business contacts directly or indirectly. An employee may accept invitations to social events or entertainment within reason according to his/her scope of work provided that the events are not lavish or a regular event that tends to influence business decision making.

3.3 Travel

An employee may accept lodging and other expenses (e.g. food, transportation) provided by other stakeholders/ business contacts within the host country if the trip is with prior approval and for the group's business purposes. However, the cost of travelling to the host country is preferably borne by the Group. Any employee must obtain prior approval before travelling to attend an association / business /club function representing the group.


4. DONATIONS AND SPONSORSHIP

4.1 Donations

Company donations are part of the group's commitment to society and a way of contributing to worthy causes. All donations made must be in accordance to company procedures and approval. Donations above RM5000 shall be with the consent of the Board of Directors. However, donations whether giving or receiving have to be transparent and that it does not in any way influence business decisions.

4.2 Sponsorship

Sponsorship is another method where contributions are made to the society and to foster relationship with customer, suppliers and other stakeholders. All sponsorships are limited to maximum of RM300 and must be in accordance to company procedures and approval limits.

The group shall not request for sponsorship from its suppliers and other stakeholders for certain events such as annual dinners, congratulatory advertisement and obituary. Sponsorship to customer's and vendor's annual dinner or events are also not encouraged.

4.3 Political Contributions

The group prohibits from making political contributions to political parties or candidates in the form of cash or cash equivalents.


5. AVOIDING CONFLICTS OF INTERESTS

5.1 General Guidance

A conflict of interest arises when an employee's personal or family interests interfere with the employee's objectivity in performing duties in the best interest of the group.

Some examples of conflict of interest are

- Using confidential information, specialized skills or knowledge gained as a company employee for personal gain.

- Offering or accepting a gift, entertainment or other payment that could be viewed as a bribe.

- Accepting any personal benefit because of the role or seniority position and the donors believe that such benefit will assist them in the future.

- Participating in or influencing a company decision that may result in a personal gain, gain for a family member and or someone the employee has a personal relationship.

- Making use of a business opportunities discovered or learned through the use of company property, information or position that result in a personal gain, gain for a family member and or someone the employee has a personal relationship

If an employee finds himself/ herself in a situation of conflict whether actual or potential, he /she must report in writing to the Corporate Office Administrative Department as soon as possible. As a Director in any company within the group, you must disclose to Company Secretary / Corporate Administrative Department, and where applicable, approval sought from the shareholders as stated in Bursa Malaysia's Main Market Listing Requirements

5.2 Dealings with Suppliers, Customers, Agents and Competitors

Any director or employee or their family members must not have -

- Any financial interest and or a family member holding a position/ designation of control in a supplier, customer, agent or competitor of the group.

- Any business dealings or contractual arrangements with any company in the group. Business dealings however exclude staff purchases for personal consumption at staff discounted rates or purchases which are on no more favourable terms than those offered to the public.

5.3 Board Membership

Directors and employees may be allowed to serve on the Boards of government agencies/ bodies/trade associations/ companies/ unincorporated entities not connected to the Group with the appropriate declaration and disclosure

A director/ employee shall be required to seek the approval of the Group Executive Chairman on a yearly basis prior to seeking /accepting position in any body / trade association in which he/she will be representing the group.

It shall be the responsibility of the director / employee to update any changes of Board membership with the Company Secretary or the Human Resources Department accordingly.

Non-disclosure that creates conflicts of interest will be referred to Group Executive Chairman or an Independent Director. The employee shall be subject to disciplinary action after the proper procedures of inquiry have been conducted.

The exception for non-declaration is where such membership appointments relate to family businesses or companies (non-competitor to the Group) and or social or community related clubs and association which are non-profit organisations.

5.4 Family Members and Close Personal Relationship

A director or employee should not hire, recommend hiring, exert influence over hiring decisions, supervise, affect terms and conditions of employment or influence the management of any family members engaged by the Group. Where possible, family members or close relationship members are not to be employed in the same company and for those family relationship ties that blossom over time are to be segregated to avoid collusion and conflict of interests.

A director or an employee must disclose business activities in the group which involve family members and refrain from taking part in the dealings and decision making process of the transactions.

5.5 Political Participation

We do not deter any director or employee from participating as individuals in the political process. However, political participation shall be carried out entirely on his/her own accord and by his/her own violation, in his/her own time and with his/her own resources. Any political opinions must be delivered as personal opinions and not as representative of the Group.

Any employee who wishes to hold any key position in political party or are nominated as candidates in any election or are elected as representatives in the Federal or State Legislative Body must resign from the Group. Any director who wishes to hold any key position as office bearer in any political party must disclose this intention to the Board of Directors prior to accepting any position.

5.6 Responsible Procurement Sourcing Shall exercise due diligence on the source and chain of custody of material procured to ensure that material source does not directly or indirectly finance or benefit armed groups that are perpetrators of serious human rights abuses.


6. COMPETITION ACT 2010

Competition Act governs the way the group react and behave in the marketplace. The Group shall strive to compete vigorously but fairly for suppliers and customers. To adhere to the Competition Act we should not -

- Communicate with any competitor relating price, any term that affects pricing or production levels

- Divide allocate markets or customers

- Agree with a competitor to boycott another business

- Put inappropriate conditions on purchases or sales


7. INSIDER INFORMATION, SECURITIES TRADING AND PUBLIC DISCLOSURE

7.1 As a public listed company, the Group is required to comply with various laws and regulations to make timely public disclosure of information that materially affect the market for its shares.

Sometimes as employees or directors, we have information about the Company, its subsidiaries or affiliates that is not known to the public. Examples of such information -

- plans, new products, production processes, inventions,
- mergers, acquisition or disposition of business,
- problem face by the Company or the third party company with which we do business,
- sales, negotiations to significant contracts, business relationship,
- significant litigation,
- financial information, cash flow
- unfavourable events which occur in the company i.e. accidents or fire, flood, cyber attacks

The employee is considered in possession of material, non-public information, if an employee who has access or knowledge to the information is such that a reasonable person would consider the information important in reaching a decision/ conclusion to act or relay on the information.

If any director or employee who is aware of material, non-public information within the Group, business partners or its associates, the director or employee must not -

- Trade in or make investment decisions regarding the shares.

- Disclose that information to others including family members and friends who may buy or sell the said shares because of that information

- Otherwise use that information for personal advantage or the personal advantage of others.

The same applies to divulging material, non-public information to customers and suppliers which will be detrimental to the Company.

Usage of material non public information is considered illegal but also unethical. Employees who involve themselves in illegal insider trading (either by personally engaging in the trading or by disclosing material non-public information to others) will be subject to termination. Directors and principal officers who commits insider trading, may be subjected to the relevant criminal and civil actions under Malaysian law which includes Capital Market and Services Act 2007.

Pursuant to Chapter 14 of the Listing Requirements, Directors and Principal Officers of the Company are restricted from dealing in securities of the Company during closed periods (as defined under the MMLR, which will be notified to the Directors from time to time) and when in possession of material unpublished price sensitive information affective the Group.

Directors may deal in the shares of the Company during the closed periods subject to complying with the following conditions:-

a) Before any proposed dealing in the shares of the Company, a written notice of intention to deal with the shares must be given to the Company.

b) Upon receipt of the notice, the Company will immediately make an announcement to Bursa Malaysia, with among other the following information i. The director's current shareholdings in the Company: and

ii. The director's intention to deal in shares of the Company during closed period

c) The proposed dealing could not be affected after one (1) market day from the date of the announcement made pursuant to paragraph (a) above.

d) A written notice of dealing in shares of the Company must be given to the Company within one (1) full market day after the dealing and the Company will immediately make an announcement of such dealing to Bursa Securities.

For dealings outside closed periods, directors must give written notice of the dealing to the Company within three (3) market days after the dealing, and the Company will make an announcement of such dealing to Bursa Securities.

7.2 CORPORATE OPPORTUNITIES

Employees/ directors of the Company owe a duty to help the Company advance its business interest when opportunities to do so arise. Employees are prohibited (without the consent of the Board of Directors or Group Executive Chairman from:-

- Taking for themselves personally opportunities that are discovered through the use of Company property, information or their position

- Using Company property, information or their position for personal gain

- Competing with the Company directly or indirectly




8. CONFIDENTIAL INFORMATION

8.1 Maintaining Confidentiality

In the course of employment, directors/ employees may come into possession of confidential or sensitive information relating to the group, customers, suppliers or its business contacts. Proprietary / confidential information include but is not limited to internal and external communication, digital information stored in laptops, mobile phones, desktops, servers, backups and portable storage devices, hard copies documents, verbal discussion and interactions with other stakeholders.

As directors or employees of the Group, they are obligated and morally responsible to safeguard any confidential information to which they come across in the course of their duty.

No employee shall provide or transfer any confidential information obtained directly or indirectly in the course of his/her duties to another person for that other persons personal use (whether or not it is for a financial or other gain), unless duly authorised.

Employees of the Company should guard against unintentional disclosure of confidential information and take special care not to store confidential information where unauthorized personnel can see it, whether at work, at home, in public places or elsewhere. Situation that could result in inadvertent disclosure of such information include: discussing confidential information in public (in cafe, elevators, airplanes; talking about confidential information on mobile phones without realising the surrounding; working on sensitive information in public areas)

A director or employee is prohibited during or after the cessation of his/ her employment with the group from disclosing confidential information to any other person within or outside the group unless such information has subsequently been disclosed to the public. The obligation not to disclose confidential information of the Company and our customers and suppliers continues for a director/employee even after a director/ employee leaves the Company.

It must be understood that any unlawful or unauthorised disclosure of proprietary or confidential information may result in irreparable loss and damage to the Group. In such cases, the group may institute civil and criminal proceedings against the wrongful director/ employee.

8.2 Personal Data Protection Act 2010

Personal Data Protection Act sets the requirements for the appropriate handling of personal information such as financial information, identification number, biometric information, physical location tracking, employee monitoring, behavioural privacy and communications privacy.

The Group will take measures to ensure the individual's trust and right of privacy is maintained. While we respect employee privacy, however in case of investigation or inquiry, we may search and review both incoming and outgoing communications and all device information including any password-protected employee communications.

8.3 Intellectual Property, Trade Marks and Brands

Intellectual property rights are important to protect the investments of the Group in making and developing new products and ideas. It is the responsibility of Directors/ employees that are aware of such information in the course of working be committed to protect the Group's own intellectual property, trade marks and brands while respecting the intellectual property rights of customers and other stakeholders in our care. This Code applies to all directors /employees regardless whether such non-disclosure agreements have been signed that restrict disclosure of intellectual property, trade secrets, marks and brands.

8.4 Information Technology

All computer facilities provided by the Group are to use primarily for the business with a narrow exception for reasonable personal use. All employees are to follow standard procedures to safeguard all computer facilities against theft, damage, and improper usage. The Group does not permit the usage of its facilities involving illegal matters, pornographic, unauthorised access (hacking), infringement of intellectual property or risking the integrity of the computer system.

The Group however reserves the right within applicable laws, to monitor your email, messages, instant messaging, blogs, use of internet and contents in the Group's computer facilities. This information can be recovered and used as evidence in domestic proceedings and courts of law.


ACKNOWLEDGEMENT OF RECEIPT / DECLARATION SHEET

CODE OF BUSINESS CONDUCT FOR DIRECTORS AND EMPLOYEES OF MASTER-PACK GROUP BERHAD AND ITS SUBSIDIARIES

I, the undersigned, hereby declare that i have fully understood the contents of the "CODE OF BUSINESS CONDUCT" and shall strictly abide to the procedures and guidelines stipulated in the "CODE OF BUSINESS CONDUCT" for the directors and employees of MASTER-PACK GROUP BERHAD AND ITS SUBSIDIARIES.

Should I have any doubt or need for clarification, I will contact my immediate superior or the Human Resources Department of my company.



____________________________

(signature)

Name :

NRIC :

Date :



WHISTLEBLOWING POLICY

1. Introduction

All employees are encouraged to raise genuine concerns about possible improprieties in matters of financial reporting, compliance and other malpractices at the earliest opportunity, and in the appropriate way.

This policy is designed to:

- Support the company's values
- Ensure employees can raise concerns without fear of reprisals; and
- Provide a transparent and confidential process for dealing with concerns

This policy not only covers possible improprieties in matters of financial reporting, but also:

- Fraud
- Corruption, bribery or blackmail;
- Criminal Offences:
- Failure to comply with legal or regulatory obligations:
- Miscarriage of justice:
- Endangerment of an individual's health and safety: and
- Concealment of any or a combination of the above.

2. Principles

The principles underpinning the policy are as follows:

- All concerns raised will be treated fairly and properly:
- The company will not tolerate harassment or victimisation of anyone raising a genuine concern;
- Any individual making a disclosure will retain anonymity unless the individual agrees otherwise:
- The company will ensure no one will be at risk of suffering some form of reprisal as a result of raising a concern even if the individual is mistaken. The company, however, does not extend this assurance to someone who maliciously raises a matter he/she knows is untrue.

3. Grievance Procedure

If any employee believes reasonably and in good faith that malpractice exists in the work place, the employee should report directly to his/her immediate superior. However, if for any reason the employee is reluctant to do so, then the employee should report the concerns to :

- Group Executive Chairman Office
- Human Resource Department

Employees who have raised concerns internally will be informed of who is handling the matter, how they can make contact with them and if there is any further assistance required.

Employees' identities will not be disclosed without prior consent. Where concerns cannot be resolved without revealing the identity of the employee raising the concern i.e. where the evidence is required in court, a dialogue will be carried out with the employee concerned as to whether and how the matter can be proceeded.



 
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