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Code of Conduct and Ethics

1. INTRODUCTION

In line with good corporate governance practices, the Board, the Management and employees of Pelikan International Corporation Berhad (“Pelikan” or the “Company”) and its subsidiaries (collectively referred to as the “Group”) have made a commitment to create a corporate culture within the Group to operate the businesses of the Group in an ethical manner and to uphold the highest standards of professionalism and exemplary corporate conduct. The Group is committed to conduct its business fairly, impartially and in full compliance with all applicable laws and regulations in Malaysia and in countries where the Group has operations.

This Code of Conduct and Ethics (the “Code”) sets out the principles and standards of business conduct and ethics of the Group.

2. OBJECTIVE

The objective of the Code is to assist the Directors and employees (including full time, probationary, contract, temporary staff and inclusive of those under internships) in defining conduct at work and the ethical standards. The Code is not intended to be exhaustive, and there may be additional obligations that Directors and employees are expected to behave or conduct when performing their duties.

Each employee has a duty to read and understand the Code. Violation of any of the Code’s provisions can result in disciplinary action, including termination of employment. If a Director requires further clarification on the Code, the Director may refer or highlight any concerns to the Chairman of the Board or the President/CEO, whereas for an employee, the employee may refer or highlight any concerns to their immediate superior or the Head of Department.

3. CORE AREAS OF CONDUCT

3.1 Conflicts of Interest

The Directors and employees should not put himself/herself in a position in which there is a conflict between his/her duties as an employee and his/her personal or family ‘s interest or, between those duties and any duties he/her owes to any other person. The Directors and employees must act in good faith at all times, that is in what he/she believes to be in the best interests of the Group. Reference to “family” in this Code includes spouse, parent, child (including adopted child and step child), brother, sister and spouse or child of brother or sister.

Some of the acts or conduct which are in contravention of the Code are as follows:

3.1.1 Financial Interests in Suppliers, Customers, Agents and Competitors and Transactions with the Group

An employee or his/her family may not have any financial interest in a supplier or customer of goods or services or enter into any other contractual arrangements with the Group.

3.1.2 Activities Outside the Group

An employee is not allowed to be a member of government, quasi-government and statutory bodies, or an office bearer or member of councils or committees of trade or other associations, unless written permission from his/her superior is obtained and upon satisfactory of certain criteria.

3.1.3 Separate Employment with Non-Pelikan Group Companies or Business

It is against the Group’s policy for employees to be engaged or concerned in any other trade or business. Employees shall not engage in activities that have conflict with the business interests, even in their own time, including commercially marketing products or services in competition with the current or potential offerings to the Group.

3.1.4 Gifts, Loans and Entertainment

Any gift, the use of services or entertainment of more than nominal value, given by third parties (excluding loans in the normal course of business from financial institutions) having business dealings with the Group, exposes the employee receiving it to the temptation to favour the third parties and are not permitted. The gifts, favours, entertainment or services that are deemed as not given to influence the Directors’ or Employees’ performance of duties include normal business courtesies (meals or entertainment), token gifts which are occasional, gifts during festive or special occasions and gifts from social functions attended by the Directors or Employees on behalf of the Group, are permissible.

Employees are also prohibited from borrowing from any organisation that the Group conduct business with or compete with, unless the organisation is a legal financial institution and the loans granted at rates that available to the general public.

3.1.5 Commission Payments

It is important that the offer of or payment of any commission, in whatever form, is carefully considered and authorised to protect the interests of the Group and the employees.

3.1.6 Opportunities Resulting From Employment - Use of Inside Information

No Director or employee shall use price sensitive non-public information, which can affect the prices of the securities of the Company and/or related listed companies when it becomes publicly known (“Inside Information”), for personal benefit. Directors and employees are prohibited to trade in securities or to provide information to others to trade in securities of the Company and/or related listed companies until the Inside Information is publicly released. It should be noted that the prohibition from dealing also applies to securities of other listed companies not in the Pelikan Group when, by virtue of a person’s position as a Directors or employees of the Group, he is in possession of unpublished price-sensitive information in relation to such other listed companies.

Any action by an employee taken to make a profit for himself/herself, his/her family or friends as a result of him/her being aware that the Group is contemplating or has decided upon a course of action, is prohibited.

3.1.7 Security of Confidential Information

All persons in responsible positions acquire information not generally known to the public or the trade. Knowledge necessarily comes to them of various trade secrets, processes, methods, advertising or promotional programmes, sales and other statistics affecting financial results; it would be improper for them to communicate these in any manner e.g. to competitors, customers, persons engaged in any aspect of the securities industry, or third parties before disclosure is made or authorised by the Group.

It is equally important that confidential information is not passed on to other employees unless there is a need for the recipient of the information to be advised.

3.2 Business Conduct

3.2.1 Dealings with External Parties

  • Suppliers and Business Partners: The Group shall conduct business with suppliers or business partners that share the same ethical commitment as the Group.
  • Governments: Employees shall be aware of and adhere to the relevant laws and regulations.
  • Investor, Media, Analyst and Others: Employees shall not initiate contact with the investors, media, analyst and others unless it is part of their job responsibilities, and with prior management approval and knowledge. In all instances, employees shall exercise caution in their communication.
  • Competitors: Employees shall compete fairly and ethically within the framework of applicable competition laws.

3.2.2 Money Laundering, Bribes and Corruption

The Group will comply with all applicable laws, rules and regulations of the governments, commissions and exchanges in jurisdictions within which the Group operates. Directors and employees are expected to understand and comply with the laws, rules and regulations that are applicable to their positions and/or work, including the anti-corruption laws, anti-money laundering and anti-terrorism financing act.

3.3 Employee Conduct

3.3.1 Fair and Courteous Behaviour

All Employees are to treat their fellow Employees fairly and courteously without regard to gender, age, religion, race, class, birth, social background, disability, ethnic and national origin, nationality, membership in unions or other legitimated organisations, political affiliation or opinions, sexual orientation, family responsibilities, marital status, diseases or any other condition that could give rise to discrimination and that are unrelated to the Group’s legitimate business interest.

3.3.2 Misconduct

No Director or employee is to be involved in or abet any activity that is deemed by the Group to be an act of misconduct.

3.3.3 Environmental, Occupational Safety and Health Management

The Group is committed towards protecting the environment in its operations, and believes that adverse impacts on the environment can be prevented or controlled to serve the long-term objectives of the Group and the needs of society at large. The Group is also committed to the principle that all occupational injuries and illnesses can be avoided. Such a commitment in return requires that all Directors and employees understand and abide by the Group’s policies and procedures relating to environmental, occupational safety and health management.

3.3.4 Protection of Assets and Funds

Directors and employees must protect the assets and funds of the Group to ensure availability for legitimate business purposes and that no property, information or position belonging to the Group or opportunity arising from these be used for personal gain.

3.3.5 Business Records and Control

Accurate, timely and reliable records are necessary to meet the Group’s legal and financial obligations and to manage the affairs of the Group. All books, records and accounts should conform to generally accepted and applicable accounting principles and to all applicable laws and regulations. The preparation and maintenance of accurate and adequate business records are the responsibility of each employee. No unauthorised, false, improper or misleading records or entries shall be made in the books and records of the Group, under any circumstances.

4. REPORTING OF VIOLATIONS OF THE CODE

Employee who knows of, or suspects, a violation of the Code, is encouraged to whistle blow or report the concerns through the Whistle Blowing Policy. No individual will be discriminated against or suffer any act of retaliation for reporting in good faith on violations or suspected violations of the Code.

5. REVIEW OF THE CODE

The Board will monitor compliance with the Code and review the Code regularly to ensure that it continues to remain relevant and appropriate.

CODE OF CONDUCT AND ETHICS - BUSINESS PARTNERS

The Group also expects that all business partners performing work or services for or on behalf of Pelikan Group to conduct their business fairly, impartially and in full compliance with all applicable laws and regulations in Malaysia and in countries where the Group has operations and also to comply with the relevant parts of the Code when performing such work or services.

In the conduct of their work or services, business partners should ensure that the following principles are observed:

  • No discrimination;
  • Fair remuneration;
  • Employees rights of freedom association and collective bargaining;
  • Decent working hours;
  • Occupational health and safety;
  • No child labour;
  • Special protection for young workers;
  • No precarious employment;
  • No bonded labour;
  • Protection of the environment; and
  • Ethical business behaviour.

The business partners are, if required to do so by the Pelikan Group, obliged to have a social audit implemented at their production sites.