KWANTAS CORPORATION BERHAD
Company Directors Code of Ethics (“Code”)
Introduction
The Board of Directors of Kwantas Corporation Berhad (“Board”) is committed to conducting its business in accordance with the upmost standards of business ethics and complying with the laws, rules and regulations. This Code sets forth the guiding principles that provide guidance on the standards of behaviour expected of all Directors of the Company. It describes the minimum requirements for conduct and behavioural expectations instead of specific activities.
Objectives
The Board is mindful that a strong business ethics and effective and efficient monitoring system will promote an ethical corporate climate in fostering an excellent culture of corporate governance. The Code is therefore formulated as a way of articulating the Company’s business ethos and guiding the Board on the manner it should act when deciding unanticipated situations.
Code of Ethics
A Director of the Company should at all times observe the following Code in the performance of his duties :-
A)
Conflicts of Interest
Every Director, or a member of his or her immediate family, has a duty to avoid any business, financial or other direct or indirect interests or relationships which conflict with the interests of the Company. Directors should be mindful of conducts which could reasonably be construed as creating an appearance of a conflict of interest.
Followings are some of the examples set forth in the Code which could be developed as conflicts of interest :-
i)
Receiving personal benefits from persons or entities which are seeking to do business or to retain business with the Group;
ii) Accepting offers or gifts from persons or entities that deal with the Group, in cases where such offers or gifts received will influence the Directors’ decisions within the Board; and
iii) Accepting bribes, kickbacks or other unlawful benefits for services related to the business of the Group
B)
Confidentiality & Fair Dealing
Directors must at all times maintain and protect the confidentiality of all non-public information which obtained due to their positions from whatever source. Such information shall not be used for any personal gain or in any manner that would be contrary to the law or detrimental to the objectives of the Company. Insider dealing is thus strictly prohibited.
C)
Use of Company Funds, Assets and Information
All Directors of the Company should protect and make proper use of the Company’s funds, assets and information for legitimate business purposes.
D)
Corporate Social Responsibility
Companies nowadays are constantly making trade-offs between profits derived from the commercial dealings and the promise of rewarding back to the society. How companies manage their environmental responsibilities can have strong implications on how business is conducted. Thus, Directors of the Company always ensure that all activities and operations carried out within the Groups do not harm the interest and well-being of the society at large.
E)
Compliance with Laws, Rules and Regulations
The Board requires all Directors of the Company to strictly comply with the Companies Act, 1965, the Memorandum and Articles of Association of the Company, the Listing Requirements of Bursa Malaysia Securities Berhad, Malaysian Code on Corporate Governance 2012 and all other applicable laws, regulations and guidelines.
F)
Reporting Illegal or Unethical Behaviour
Directors should communicate any suspected violations of this Code promptly to the Chairman of the Audit Committee and the Company’s Chief Executive Officer. Suspected violations will then be investigated by the Board or by any persons designated by the Board. Appropriate remedial or disciplinary actions will be taken in the event of any violations of the Code.
G)
Non-Retaliation
The Company prohibits retaliation of any kind taken against individuals who have made good faith reports or complaints of violations of this Code, the Company’s business conduct or any other known or suspected illegal or unethical conduct.
H)
Amendment and Modification
This Code may, from time to time, be amended or modified by the Board so as to provide sound practices towards boardroom excellence.
duties and responsibilities.
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