Code of Conduct and Ethics

This Code of Conduct and Ethics applies to and provides guidance on the standards of behaviour expected of all Directors and Employees of PPB Group Berhad (“Company”) and all its subsidiaries (collectively referred to as the “Group”).

  1. General

    You are required to maintain an acceptable and satisfactory level of conduct and personal behaviour at all times in a manner that does not damage or tarnish the good image and reputation of the Company. The guidelines setting out the minimum standards of conduct and personal behaviour which are to be adhered to in order to promote and maintain a uniform ethical standard or conduct within the Group are set out below. Wilful failure to comply with these guidelines shall be grounds for disciplinary action.

  2. Principles relating to Code of Conduct and Ethics

    The code comprises the following main principles:

    1. To avoid conflict of interest;
    2. To avoid misuse and/or abuse of position;
    3. To ensure protection of assets and interests, confidentiality of information and to prevent misuse of information gained through the Group’s operations, either for personal gain or for any purpose other than that intended by the Group;
    4. To encourage reporting of unlawful or unethical behaviour;
    5. To ensure compliance with policies, laws, rules and regulations.

    In addition to these principles, you must accept individual responsibility for your own actions and that your conduct must measure up to the high standards of integrity and honesty expected of each director and employee in the Group.

  3. Conflict of Interest
    1. You must not engage directly or indirectly in any business activity that competes or conflicts with the interests of the Group. These activities include, but are not limited to, the following:
      1. Other Business Interests

        You shall not conduct any business other than the businesses of the Group during office hours.

      2. Other Employment

        You are discouraged from carrying out additional gainful employment outside the Group. In the event you are required to engage in part-time employment after and outside normal office hours, you shall give full details of such employment and shall obtain the written approval of the Managing Director of the Company or Head of the respective subsidiaries before undertaking such employment. Approval shall only be granted where the interests of the Group will not be prejudiced.

      3. Corporate Directorships

        Save for independent directors, you shall not serve as a director of corporations which are not related to the Group without the approval of the Managing Director of the Company. However, an employee may assume directorships of non-profit or public service corporations, such as religious, educational, cultural, social, welfare, philanthropic or charitable institutions provided that the discharge of these responsibilities does not interfere with his duties and responsibilities in the Group.

        Directors shall be governed by the Companies Act 2016 and Bursa Malaysia’s Main Market Listing Requirements on matters relating to disclosures of conflict of interest.

    2. You are advised to consult the management if you are uncertain about a situation of potential conflict of interest.
  4. Bribery and Illegal or Unethical Trading Practices

    You shall neither (i) offer or accept bribes in any form; nor (ii) make or accept facilitation payments, and (iii) shall refrain from illegal, unlawful or unethical actions that might damage the reputation of or any act that jeopardises the integrity and standard of competency of the Group.

  5. Entertainment and Gifts

    You shall not accept entertainment, commission, emolument, service, gratuity, money, property or any pecuniary benefit or gift for your own personal benefit or advantage from any person/agent or representative having a direct or indirect business dealing with the Group, if this is given with the intent to influence your conduct in relation to the Group’s affairs, subject to following paragraph.

    You may accept a gift of very nominal value provided that :-

    1. the gift, if not accepted, would in your judgement have an adverse effect on the business relationship of the company concerned;
    2. refusal or return of the gift item is truly impractical.

    If you are offered a pecuniary benefit or gift, you shall immediately inform the appropriate Head of Department or superior, who will provide guidance.

    You may offer to others gifts of very nominal value in accordance with widely accepted good business practices.

    Gifts are never to be offered or accepted in such a way as to imply that they are a kickback, bribe, payoff or be requested or in any way solicited by a company.

  6. Misuse of Position

    You must not use your position or the name of the Company or any of its subsidiaries for personal advantage in political, investment or retail purchasing transactions, or in similar types of activities. The use of position to obtain preferential treatment not normally accorded to the directors or employees of the Group at large is discouraged.

  7. Insider Information

    You shall not deal in the securities of any company listed or pending listing on a stock or securities exchange at any time when you are in possession of information, obtained as a result of your directorship in or employment by the Company or the Group which is not generally available to shareholders of that company and the public, and which, if it were so available, would likely bring about a material change in the market price of the shares or other securities of the company concerned.

    If you possess insider information you are also prohibited from influencing any other person to deal in the securities concerned or communicating such information to any other person, including all other directors or employees who do not require such information in discharging their duty.

  8. Confidentiality

    You must take every precaution to protect the confidentiality of the Group’s information. You shall not during, or after termination of your directorship in or employment with the Group (except in the proper course of your duties or with the Company’s or the respective subsidiaries’ written consent) divulge or make use of any secrets, copyright material, or any correspondence, accounts or dealings of the Group.

  9. Media Relations

    All enquiries from the media eg TV, Radio, Press etc must be referred to the Managing Director of the Company or the Head of the respective subsidiaries.

    An employee is not permitted to give interviews for any purpose connected with the Company or the Group without the prior consent of the appropriate authority.

  10. Trade Union, Political and Social Activities

    If you are involved in trade union, political and social activities, you shall conduct these activities outside the premises of the Group and after your working hours. You shall ensure that your involvement or participation in these activities will not infringe upon or interfere with your duties and responsibilities to the Group.

    The Group, however, reserves the right to request you to stop your involvement/participation in these activities if these activities prevent you from giving your commitment to your duties and responsibilities and/or cause detriment or embarrassment of any kind to the Group.

  11. Whistleblowing and Grievance Procedures

    The Group has established grievance procedures and whistleblowing channels which all employees and external parties are encouraged to use to report potential or actual ethics, human rights, legal or regulatory violations, including improper or unethical business practices, and there are mechanisms in place to ensure that the person making such a report shall do so without fear of intimidation. All complaints will be investigated and any breaches can lead to disciplinary measures, including removal or dismissal.

  12. Protecting Group Assets

    In the performance of your job, you are to protect the assets of the Group against misuse, theft, waste, loss, damage, abuse, misappropriation or infringement of Intellectual Property rights and ensure these assets are used responsibly and in the best interest of the Group.

  13. Accuracy of Information

    The Group is committed to ensuring the integrity of its information (including financial reporting) to all its stakeholders. It is the responsibility of each employee to ensure that all business records and accounts are prepared accurately and reliably in a timely manner and conforms to generally accepted and applicable accounting principles and all applicable laws, rules and regulations. Falsification, omission, or bad faith alteration of financial or any other records or misrepresentation of information may constitute fraud and can result in civil and criminal liabilities. You are obliged to report or highlight questionable or improper accounting in the books and records of the Group.

  14. Compliance

    The Group is committed to conducting its businesses in compliance with local laws, rules and regulations. You are required to comply with all Group policies and procedures, as well as all laws, rules and regulations that are applicable to your 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.

28 March 2018