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.

Scope of, and compliance with, the Code of Ethics

It is mandatory for all Covered Persons to make yearly declaration on the adherence to this Code via Annual Declaration of Adherence of Code of Ethics and Professional Conduct. Failure to observe these policies may result in disciplinary action, up to and including termination of employment.

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 our Group’s property assets, including vehicles for common use, funds, our 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.

We promote full, fair, accurate records and understandable disclosures in all public communications and filings with government authorities. Covered Persons are responsible for the integrity of the information under their care, ensuring that all reports are filed on time and fairly presented. Misrepresentation or falsification of records will lead to disciplinary action. All records must be maintained in compliance with the Group’s policies, and any requests from government authorities must be reported immediately to Senior Management. Covered Persons shall not destroy or alter any records, data or other documents which are potentially relevant to a violation of law or any litigation or any pending, threatened or foreseeable government investigation or proceeding or lawful request.

The Group'''s proprietary and confidential information, including information about suppliers, competitors, or others. Covered Persons must respect confidential information and comply with any applicable laws governing their disclosure.

Both during and after the association with the Group, Covered Persons shall not disclose such proprietary or confidential information to anyone without proper authorisation. Unauthorized use or distribution of this information violates Group policy and could result in potential legal and disciplinary actions.

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.

Gifts and Entertainment

Covered persons are required to comply with Gift and Entertainment Policy pertaining to the providing and accepting gifts and entertainment.

Only in very limited, rare and defined cases, it is permissible for Covered Persons to give or receive any gifts, entertainment and/ or hospitality such as during festive seasons or during any promotional activities or where refusal of such gifts, entertainment and/ or hospitality might be taken as a gesture of disrespect. Such gifts, entertainment and/ or hospitality may be given or accepted if the quantum is below the nominal value and the provision and acceptance is done in a bona fide manner.

The only type of gifts which may be accepted and retained by the employee without declarations are mementoes/ souvenirs which have no commercial values such as diaries, calendar, memo pads, year planner etc.

As business lunches/dinners are accepted modes of hospitality, these need not be declared but care must be exercised while accepting or providing 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.

Travel and Hospitality

Covered persons are prohibited from offering gifts and entertainment, including travel related expenses, to any party, including government officials or their family/ household members without permission from the Human Resource Department, the Head of Department or the head of your operating unit.

It is important for covered persons to exercise proper care and judgement before accepting the travel hospitality. This is not only to safeguard the Company’s reputation, but also to protect covered persons from allegations of impropriety or undue influence.

Covered Persons are required to comply with Gift and Entertainment Policy pertaining to the providing and acceptance of gift, entertainment, travel and hospitality.

Donations and Sponsorships

Company donations and sponsorships are part of the Company’s commitment to society and a way of contributing to worthy causes. Unfortunately, even legitimate donations and sponsorships sometimes have the risk of creating the appearance of bribery and corruption. Covered Persons must ensure that all donations and sponsorships on behalf of the Company are given through legal and proper channels. Particular care must be taken in ensuring that the charities or sponsored organisations on the receiving end are valid bodies and are able to manage the funds properly.

Covered persons are required to comply with Donation and Sponsorship Policy pertaining to the providing of donations and sponsorships.

Employment outside OHB Group

Covered person (excluding temporary and contractual staff) shall disclose their employment outside OHB Group, in accordance with the terms as stipulated in the letter of offer of employment for evaluation by the Human Resource function or higher designate 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. Where deemed necessary, the Executive Directors’ approval may be sought.

Directors’ roles vis-à-vis reporting entities are as stipulated in the Companies Act 2016.

Covered Persons shall not engage in any outside employment as it may give rise to the possibility of conflict and may negatively affect our ability to fully and effectively perform our roles and duties for the OHB Group.

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

Conflict of interest can be actual, potential or perceived, reflecting situation where a conflict exists, could arise, or may appear to exist. 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 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.

It is mandatory for all Directors and Executive and above (includes personnel such as Assistant Manager, Manager, Head of Department and/ or staff personnel with the approval authority and decision making authority) to make yearly declaration relating to his/ her and his/ her immediate family members’ direct or indirect involvement in businesses with/ within OHB via Declaration of COI.

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;
• bribery and corruption;
• accepting or seeking anything of material value from contractors, vendors or service providers;
• destruction, removal or inappropriate use of records, furniture, fixtures, equipment and funds ;and
• any similar or related irregularity.

Insider Trading

Any personnel who is in possession and/ or may be in possession of, or have access to OHB Group’s confidential and material information and has the ability to trade in securities (hereinafter referred to as “stakeholders of OHB Group”) are prohibited from purchasing or selling the shares or other securities of OHB Group (including exercise of share options where the underlying shares are sold) while in possession of material information with respect to OHB Group that has not been generally disclosed to the public. Passing on such information to a third party (also known as “tipping”), other than in the necessary course of business, is also prohibited [Section 188, CMSA 2007].

Abuse of Power

Covered Persons shall observe the importance of exercising their power wisely when performing their work. The appropriateness of using power shall be in accordance to the delegation of authority. Any act that violates the authority limits may result in damaging the moral and working environment of the Company.

Abuse of power may occur both internally within OHB and externally with shareholders. Abuse of power may take a variety of forms. Examples include:

• allocating the Company’s resources to gain personal interest;
• using the Company’s letterhead to draw inappropriate personal request.
• giving discount without due diligence and proper authorisation;
• bullying and harassing behaviour;
• pressuring employees to distort fact or break rules;
• requesting employees to perform personal favours or errands.

Covered Persons are expected to possess high accountability and responsibility in performing their duties, without abusing power and position for self-gain and/or the benefit of other interested parties nor knowingly violate any rules and regulation.

Money Laundering

In principle, money laundering generally involves proceeds of unlawful activities that are related directly or indirectly, to any serious offence, that is processed through transactions, concealments, or other similar means, so that they appear to have originated from a legitimate source.

Pursuant to the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (incorporating all amendments up to 31 December 2021), Covered Persons shall not conduct money laundering activities as follows:

• engage, directly or indirectly, in a transaction that involves proceeds of an unlawful activity or instrumentalities of an offence;
• acquire, receive, possess, disguise, transfer, convert, exchange, carry, dispose of or use proceeds of an unlawful activity or instrumentalities of an offence;
• remove from or bring into any countries, proceeds of an unlawful activity or instrumentalities of an offence; and
• conceal, disguise or impede the establishment of the true nature, origin, location, movement, disposition, title of, rights with respect to, or ownership of, proceeds of an unlawful activity or instrumentalities of an offence.

Covered Persons are required to adhere, at all times, to the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 and relevant laws and regulatory requirements.

Gratification, Bribery and Corruption

OHB Group takes zero-tolerance approach towards any form of bribery and corruption. Covered Persons are prohibited from, in any circumstances, directly or indirectly, accept or obtain, or agree to accept or attempt to obtain, from any party, for themselves or for any other party (including their family members), any form of bribery or gratification as an incentive or a reward for doing or forbearing to do, or for having done or forborne to do, any act in relation to the Company’s affairs or business, or for showing or forbearing to show favor or disfavor to any party in relation to the Company’s affairs or businesses.

Covered Persons must also refrain from any activity or behaviour that could give rise to the perception or suspicion of any corrupt conduct or the attempt thereof. Promising, offering, giving or receiving any improper advantage in order to influence the decision of the recipient or to be so influenced may not only result in disciplinary action but also criminal charges.

If the Covered Persons have made or received any payment, which could be misconstrued as bribery and corruption, the Covered Persons shall immediately report to the Company.

Refer to Anti Bribery and Corruption Policy for compliance purpose.

Facilitation payment

Facilitation payments are unofficial, improper, small transfers of value offered or made to secure or expedite a routine or necessary action to which Covered Persons are legally entitled.

Covered Persons are prohibited from, directly or indirectly, accepting or obtaining or attempting to accept or obtain or provide facilitation payments from any person for themselves or for any other persons.

Sexual Harassment

For the purpose of this code, sexual harassment means any unwanted conduct of a sexual nature that affects the dignity of women and men as well as having the effect of verbal, non-verbal, visual, psychological or physical harassment:

• that might, on reasonable grounds, be perceived by the recipient as placing a condition of a sexual nature on her/his employment; or
• that might, on reasonable grounds, be perceived by the recipient as an offence or humiliation, or a threat to his/her well-being, but has no direct link to her/his employment.

Covered Persons are encouraged to raise their concern on the sexual harassment in any form to the Company.

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. Refer to Disciplinary Prodecure for more information.

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.

Amendments to the Code

This Code shall be reviewed by the Board and amendments to be made from time to time to be in line with the changes in law, governance code coupled with the changes in Company’s vision, mission and business plan.

Covered Persons shall be fully informed of any amendment to the Code.