Code Of Ethics

Background

Oriental Holdings Berhad and its subsidiaries (the “OHB Group”, the “Group” or the “Company”) are dedicated to maintaining the highest integrity and standards of ethics.

In the course of carrying out our roles and responsibilities in our business relationship with distributors, employees, customers, business contacts and society, we agree to remain committed to acting in accordance with the highest standards of excellence, honesty and integrity in every business activity.

The term “We”, “Our” and/or “Us” refers to the OHB Group’s Covered Persons and is used interchangeably throughout this document. For purposes of this document, the term ‘employee’ includes any person who is employed full time, on probation, contractually and temporarily by the OHB Group.

 

External Environment

We shall be committed to preserving the environment and obeying the environmental legislation, acting with social responsibility and respecting human dignity. Accordingly, we are required to be diligent, responsible and respectful in relations with authorities, clients, competitors, suppliers, members of the communities and all other individuals, companies and organisations with which the Company relates in the exercise of its regular activities.

 

Work Environment

Each of us has a responsibility to help provide a work atmosphere free of harassing, abusive, disrespectful, disorderly, disruptive or other non-professional conduct. We provide equal employment opportunities by recruiting, hiring, training and promoting applicants and employees without any discrimination on race, colour, religion, national origin, gender, age, ancestry, sexual orientation, disability, handicap or veteran status.

 

Safe and Healthy Environment

OHB Group is committed to providing a drug-free, safe and healthy work environment for all Covered Persons, customers, business partners and visitors. Using or being under the influence of alcohol or illegal drugs, while on the job, is strictly prohibited, and smoking is restricted to designated areas. Each of us is responsible for compliance with applicable health and safety laws and regulations.

 

Usage of the Group’s Property

Covered Persons are responsible for the proper use of the Group’s assets, including vehicles for common use, funds, information resources, records, materials, facilities and equipment, including computers, and the property of our suppliers, service providers or other third parties which are under our care or control. Covered Persons are expected to use and maintain these assets with care and respect, guarding against theft, waste or abuse which may harm such property or assets. Covered Persons shall not misappropriate our property or the property of others for personal use or for the use of others. Just as they must not misuse the Company’s property, they must not dispose of any of it in an unauthorised manner, such as by selling, loaning or giving it away without proper permission.

 

Compliance with Laws

We conduct our business in accordance with all applicable laws and regulations. Compliance with the law does not comprise our or a Covered Person’s entire ethical responsibility. Rather, it is a minimum, essential condition for the performance of our and a Covered Person’s duties.

This Code highlights issues but does not attempt to cover every circumstance which may arise. There are complex, rapidly changing laws and issues which may affect a Covered Person’s personal conduct outside of our business environment. Covered Persons are responsible for knowing and complying with all applicable laws and regulations and are urged to consult with OHB Group’s respective Heads of Department as to questions concerning these laws and regulations. Covered Persons shall not take any action on behalf of the Group which a Covered Person knows or should reasonably know would violate any law or regulation. Covered Persons shall not use any personnel or assets for any unlawful purpose.

 

Fair Dealing with Others; Illegal or Questionable Gifts or Favours

We will not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair practices.

Buying, selling and bidding on our behalf must be done on an “arm’s length” basis. Covered Persons are not permitted to offer, give or solicit or accept any payment, gift, bribe, secret commission, favours or other business courtesies that constitute or could be reasonably perceived as constituting, unfair business inducements or that would violate laws or regulations or our other policies. Any questions regarding the appropriateness of offering, giving, soliciting, or accepting a gift or invitation shall be addressed to the any of the respective companies’ Human Resource Department.

The employee may retain gifts not exceeding the threshold set by the Board of Director. Gifts with excessive value should be declared and may only be kept if the “Gift & Hospitality Declaration Form” is completed and approved by the respective Executive Directors of subsidiaries.

As business lunches/dinners are accepted modes of hospitality, these need not be declared but care must be exercised while accepting such meals. These should be infrequent and non-lavish. The sole purpose must be for the enhancement of a business relationship and not for reciprocity.

 

Employment outside OHB Group

Covered person (excluding temporary and contractual staff) shall disclose their employment outside OHB Group as it may give rise to potential conflict and negatively affect the ability to effectively perform their roles and duties. In the event of ambiguity, the matter shall be referred to and obtain the approval from the Executive Directors.

 

Foreign Transactions

OHB Group conducts its business in many parts of the world and is committed to fostering sound international business relationships based on mutual consideration, compliance with laws and regulations and, whenever possible, respect for the lawful customs of all countries.

Covered Persons shall not be involved in any payment of money or other things of value to any foreign official, foreign political party or official of any foreign political party (“Foreign Party”) for the purpose of influencing the Foreign Party’s decisions or acts in its official capacity, inducing such Foreign Party to do or omit to do any act in violation of the lawful duty of such Foreign Party, or inducing such Foreign Party to use its influence with a foreign government to influence the decision of that government to assist any member of the Group in obtaining, retaining or directing any business with or to any person.

 

Political Contribution and Activities

We encourage a Covered Person’s involvement in civic affairs and their participation in the political process. That involvement and participation must be on an individual basis, on the Covered Persons’ own time and at their own expense, and not as our representative. Any political activity that could cause someone to believe that such actions reflect OHB Group’s views or position requires the prior approval from the Board of Directors of the Company.

 

Opportunities

Covered Persons have an obligation to give the OHB Group their complete loyalty and to advance the Group’s legitimate business opportunities. We expect the best interests of the Group to be foremost in the minds of our employees, officers and trustees as they perform their duties.

 

Conflicts of Interests

Covered Persons must be sensitive to activities, interests or relationships that interfere with, or which appear to interfere with our interests as a whole. These activities, interests or relationships are considered “conflicts of interest”.

Conflicts of interest arise from financial or other business relationships with the Group’s suppliers or competitors that may impair, or appear to impair, the independence of any judgment a Covered Person may need to make on our behalf. They may arise from their personal investing, their outside business activities, their consideration of our business opportunities and dealings with related parties.

Immediate family members, including a spouse, children, parents and others residing in a Covered Person’s home, including the Covered Person, shall avoid any potential conflict of interest. Covered Persons shall inform Management of actual or potential conflicts of interests and are required to exercise care as not to provide non-public information to family, friends and business associates, who may act on that information improperly.

Covered Persons are under a continuing obligation to disclose any situation that presents a conflict of interest, disclosure is the key to be in compliance with this Code. If Covered Persons discover that, as a result of changed circumstances or otherwise, they have become involved in a conflict of interest or are in competition with us in a manner that violates or may violate this Code, they must report that conflict as provided above as soon as the matter comes to their knowledge. Unless they obtain appropriate approval, they must promptly eliminate that conflict or competitive situation.

As it is impossible to describe every potential conflict of interest, we necessarily rely on Covered Persons to exercise good judgment, to seek advice when appropriate and to adhere to ethical standards in the conduct of a Covered Person’s professional and personal affairs.

 

Fraud

Where an employee, officer, Senior Management or Director has concerns, or receives information about any fraud in connection with the affairs of the Group, it is their equal responsibility to report those concerns or information.

Let it be known that OHB does not tolerate fraud in any of its business conducts. Therefore, the Company finds it imperative to implement a formal policy for all reporting and investigation of fraud and has proceeded to document it on the Whistle Blowing Policy.

 

Actions constituting fraud

The terms fraud, defalcation, misappropriation, and other fiscal irregularities refer to, but are not limited to:

●  any dishonest or fraudulent act;

●  misappropriation of funds, securities, supplies, or other assets;

●  impropriety in the handling or reporting of money or financial transactions;

●  profiteering as a result of insider knowledge of OHB Group’s activities;

●  disclosing confidential and proprietary information to outside parties;

●  disclosing to other persons securities activities engaged in or contemplated by OHB Group;

●  accepting or seeking anything of material value from contractors, vendors or service providers;

●  destruction, removal or inappropriate use of records, furniture, fixtures, equipments and funds; and

●  any similar or related irregularity.

 

Reports of Violations

Any departure from the laws, rules, and regulations of this Code shall also be reported through the Whistle Blowing Policy and sufficient evidence shall be provided for proper assessment.

Failure to report a known violation of the Code itself is a violation of the Code, as is the submission of information about a violation which is known to be false. While each Covered Person has a duty to report violations, no Covered Person has the right to use this as a means to unjustly accuse, harass or malign another.

 

Accountability for Adherence to this Code

The Group’s Board of Directors enforces this Code. If an alleged violation of this Code has been reported to it, the Board of Directors (or its nominated persons) shall determine whether that violation has occurred and, if so, shall determine the disciplinary measures to be taken.

These disciplinary measures, which may be invoked at the discretion of the Board of Directors, include, but are not limited to, counselling, oral or written reprimands, warnings, probation, or suspension without pay, demotions, reductions in salary, termination of employment or other relationship with us and restitution.

Adherence to this Code does not supersede applicable law and collective agreements entered with authorities. If any law conflicts with a policy of this Code, the Management must comply with the law and highlight such contradiction to the Executive Directors.

Any waiver of the applicability of this Code requires the approval of the Board of Directors of OHB and may be promptly and publicly disclosed as may be required by applicable securities laws. Waivers will be granted only as permitted by law and in extraordinary circumstances, and shall be determined by the Board on a case to case basis.

Copyright © 2009 Oriental Holdings Berhad. All Rights Reserved.