Code of Conduct And Ethics

  1. Introduction

  2. In line with good corporate governance practices, the Board, Management and employees of Atlan Holdings Bhd (“Atlan” 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. This Code of Conduct and Ethics (the “Code”) sets out the principles and standards of business ethics and conduct of the Group.

  3. Objective

  4. The objective of the Code is to assist the Directors and Employees (as defined under Clause 3 of the Code) in defining ethical standards and conduct at work. 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.

    For all intents and purposes, all Directors and Employees shall always observe and ensure compliance with all applicable laws, rules and regulations to which they are bound to observe in the performance of their duties.

  5. Applicability

  6. The Code is applicable to all employees (including 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 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 Executive Directors, whereas for an Employee, the Employee may refer or highlight any concerns to the immediate superior, Head of Department or the Head of Internal Audit Department.

  7. Core Areas Of Conduct

    1. Conflicts of Interest

    2. The Directors and Employees should avoid involving themselves in situations where there is real or apparent conflict of interest between them as individuals and the interest of the Group. Directors and Employees must not use their positions or knowledge gained directly or indirectly in the course of their duties or employment for private or personal advantage (directly or indirectly).

      In addition, a Director or an Employee shall avoid any situation in which the Director or Employee has a personal interest in any entity or matter that may influence the Director or Employee’s judgment in the discharge of responsibilities.

    3. Confidential Information

    4. 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 authorized 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.

    5. Inside Information and Securities Trading

    6. 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.

    7. Protection of Assets and Funds

    8. 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.

    9. Business Records and Control

    10. 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 unauthorized, false, improper or misleading records or entries shall be made in the books and records of the Group, under any circumstances.

    11. Compliance to the Law

    12. 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.

    13. Personal Gifting

    14. 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 except with the approval from the senior management.

      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.

    15. Health and Safety

    16. The Group will use its best endeavors to ensure a safe workplace and maintain proper occupational health and safety practices to commensurate with the nature of the Group’s businesses and activities. Such a commitment in return requires that all Directors and Employees understand and abide by the Group’s policies and procedures.

    17. Sexual Harassment

    18. Sexual harassment by any Director or Employee is unacceptable. It is the Group’s policy to provide all Employees with a working environment free from any form of sexual harassment. Any questions concerning issues of such should be directed either to the Employees’ superior or the Human Resource Department. All such reports and/or complaints shall be treated with strictest confidence.

    19. Outside Interest

    20. Directors and Employees shall not engage in an outside interest that will undermine the performance of the Directors and Employees or bring disrepute to the Group.

    21. Fair and Courteous Behavior

    22. All Employees are to treat their fellow Employees fairly and courteously without regard to race, creed, religion, gender, nationality, ethnic, age or disability, and shall not create any form of discrimination or prejudice in the workplace.

    23. Misconduct

    24. 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 (includes use and abuse of drugs).

  8. Code of Ethics for Company Directors

    In the performance of his duties, a director should at all times observe the following codes:

    1. Should have a clear understanding of the aims and purpose, capabilities and capacity of the Company;

    2. Should devote time and effort to attend meetings and to know what is required of the board and each of its directors, and to discharge those functions;

    3. Should ensure at all times that the Company is properly managed and effectively controlled;

    4. Should stay abreast of the affairs of the Company and be kept informed of the Company's compliance with the relevant legislation and contractual requirements;

    5. Should insist on being kept informed on all matters of importance to the Company in order to be effective in corporate management;

    6. Should limit his directorship of public listed companies to 5 or such other number prescribed by Bursa Malaysia Securities Berhad from time to time in which he can best devote his time and effectiveness; each director is his own judge of his abilities and how best to manage his time effectively in the company in which he holds directorship;

    7. Should have access to the advice and services of the company secretary, who is responsible to the board to ensure proper procedures, rules and regulations are complied with;

    8. Should at all times exercise his powers for the purposes they were conferred, for the benefit and prosperity of the Company;

    9. Should disclose immediately all contractual interests whether directly or indirectly with the Company;

    10. Should neither divert to his own advantage any business opportunity that the Company is pursuing, nor may he use confidential information obtained by reason of his office for his own advantage or that of others;

    11. Should at all times act with utmost good faith towards the Company in any transaction and to act honestly and responsibly in the exercise of his powers in discharging his duties; and

    12. Should be willing to exercise independent judgment and, if necessary, openly oppose if the vital interest of the Company is at stake;

    13. Relationship with Shareholders, Employees, Creditors and Customers

      1. Should be conscious of the interest of shareholders, employees, creditors and customers of the Company;

      2. Should at all times promote professionalism and improve the competency of management and employees; and

      3. Should ensure adequate safety measures and provide proper protection to workers and employees at the workplace.

    14. Social Responsibilities and the Environment

      1. Should adopt an objective and positive attitude and give the utmost cooperation for the common good when dealing with government authorities or regulatory bodies;

      2. Should ensure the effective use of natural resources, and improve quality of life by promoting corporate social responsibilities;

      3. Should be more proactive to the needs of the community and to assist in society-related programmes; and

      4. Should ensure that the activities and the operations of the Company do not harm the interest and well-being of society at large and assist in the fight against inflation.

  9. Reporting Of Violations Of The Code

  10. Any 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. The provision, protection and procedure of the Whistle Blowing Policy for reporting of the violations of the Code are available on the Atlan website. 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.

  11. Review Of The Code

  12. In case of breach of the Code, the Company shall initiate appropriate action as deemed necessary.

    The provision of the Code may be modified by the Board of the Company from time to time in line with changes in law and it will be conveyed via company memorandum.

  13. Waiver Of The Code

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

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