Corporate Governance

1.0      Introduction

 

In line with the Company’s aim to drive TRIplc Group to be a respected business entity, the Board and management of the Group is committed to promote an ethical, professional and exemplary corporate conduct within the Group via leadership by example.

 

2.0      Objective

 

This Code of Conduct (“Code”) is to provide guidance on the standards of behaviour expected of all Directors and employees of the Group including business partners where applicable. The Code is not intended to be exhaustive as all parties are expected to exercise sound judgement in making the right decisions.

 

3.0      Applicability

 

 The Code is applicable to all employees (full time, probationary, contract and temporary staff) (“Employees”) and Directors of the Group.

 

Each Employee has a duty to read and understand the Code. Violation of any of the provisions of the Code 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 Managing Director, whereas Employees may refer or highlight any concerns to their immediate superior, Head of Department or Head of Internal Audit.


4.0      Core Areas of Conduct

 

(A)  TRIplc Group is committed to fostering an inclusive environment where everyone is treated with respect, trust and dignity.

 

  •    Respect and Fair Behaviour

 

All Employees shall treat their superiors, peers, subordinates and external stakeholders fairly with respect, honesty and dignity without regard to race, creed, religion, gender, nationality, age or disability and shall not create any form of discrimination or prejudice in the workplace.

 

  •    Harassment and Violence

 

Sexual harassment and any other types of harassment and violence is unacceptable.

 

  •    Misconduct

 

No Director or Employee shall be involved in any behaviour or activities that may be categorised as subversive or commit any wrongdoing, criminal or otherwise that is punishable under the laws of any country including the use and abuse of drugs.

 

  •    Health and Safety

 

The Group strives to ensure a safe, secure and healthy workplace and maintain proper occupational health and safety practices to commensurate with the nature of the Group’s business and activities.  In return, such a commitment requires all Directors and Employees to understand and abide by the Occupational Safety and Health laws and regulations.

 

(B)   All Directors and Employees are expected to make business decisions in the best interest of the Group.

 

  •    Conflict of Interest

 

All Directors and Employees should avoid involving in situations where there is real or apparent conflict of interest between them and the interest of the Group that may influence the Director or Employee’s judgement in the discharge of their responsibilities e.g. no Director or Employee or their family members shall have:

 

-   any financial interest in a supplier, customer, agent or competitor  of  the Group.

 

-  any business dealings or contractual arrangements with any company within the Group.

 

-   received commission from business partners and competitors of the Group.

 

All Directors and Employees shall ensure all purchases are made on arms length basis with no more favourable terms than those generally offered.

 

  •    Outside Interest

 

All Directors and Employees must not take up employment or engage in activities or business which may be in competition with the Group or undermine the performance of the Directors and Employees or influence their independent judgement.

 

  •    Family Members or Close Personal Relationship


A Director or Employee shall not hire, recommend for 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, provided the appointment is based on merits and in accordance with the Group’s hiring policies and procedures.

 

(C) The Group is committed to behaving professionally, fairly and with integrity in all its business dealings and relationships.

 

  •    Corruption

 

The Company pledges that it shall:

 

-  Not, through any of its Employees, representatives or agents, commit any corruption offence under any law, such as the Malaysian Anti Corruption Commission Act 2009 or Penal Code.

 

-   Not conduct any business practices or activities that would require or encourage any of its Employees, representatives or agents to commit such offences.

 

-  Work together with its business partners, regulators and law enforcement    agencies to create a business environment that is free from corruption.

 

-    Uphold the Anti-Corruption Principles for Corporations in Malaysia in the conduct of its business and in its interactions with its business partners and the government.

 

  •    Personal Gifting          

 

No personal gifts, favours, entertainment or services, in cash or kind, that will or will appear to influence objective and fair business decisions, will be accepted or provided.

 

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.

 

(D)   The Group is committed to protecting its assets and resources.

 

  •    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.

 

  •    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.

 

  •    Confidential Information

 

It is pertinent that all Directors and Employees exercise caution and due care to safeguard any information of a confidential and sensitive nature relating to the Group which is acquired in the course of their employment, and are strictly prohibited to disclose to any person, unless the disclosure is duly authorised or legally mandated.

 

In the event that a Director or an Employee knows of material information affecting the Group which has not yet been publicly released, the material information must be held in the strictest confidence by the Director or Employee involved until it is publicly released.

 

  •    Inside Information and Securities Trading

 

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. Directors or Employees shall also not trade in securities in any other companies where they have Inside Information which they obtain in the performance of their duties.

 

  •    Compliance with Law

 

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-Money Laundering and Anti-Terrorism Financing Act 2001, Malaysian Anti-Corruption Commission Act 2009, Personal Data Protection Act 2010 and Competition Act 2010. The Group reserves the right to report any actions or activities suspected of being criminal in nature to the police or other relevant authorities.

 

(E)  The Group strives to build and strengthen its relationships with its business partners.

 

  • Dealing with Business Partners

 

The Group is committed to establishing mutually beneficial relations and growth with its business partners (clients, joint ventures and business alliance, consultants, agents, contractors and goods/service providers). Directors and Employees are expected to conduct business ethically i.e. business dealings shall be impartial, objective and free from any influence either within or outside the Group. In return, the Group expects its business partners to adhere to business principles and conduct consistent with the Group’s.

 

 

5.0      Reporting of Violations or Raising of Concerns

 

Any Employee who know or suspected a violation of the Code is encourage to report the concern or whistle blow. No Employee shall be harassed discriminated against or suffer any act of retaliation or adverse employment consequence for reporting in good faith and have reasonable grounds.  A Director or an Employee who retaliates against others who make a report in good faith will be subjected to disciplinary action including termination of employment or dismissal.

 

Reports can be done in writing, by telephone, fax or e-mail addressed to The Chairman of the Board.

 

All reports shall be investigated thoroughly by an authorized officer appointed by the Chairman and the outcome of the investigation shall be submitted back to the Board for decision.

 

 

6.0      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.

 

 

7.0      Waiver of the Code

 

Waiver of the Code may be made by the Board. Waiver of the Code may be granted on a case-by-case basis and only in extraordinary circumstances.

 

 

This Code of Conduct has been approved and adopted by the Board on 29 January 2013.


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