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CODE OF CONDUCT

INTRODUCTION

Pelangi Publishing Group Berhad, is committed to the highest standards of professional and personal conduct. . The Company’s culture is based upon a set of shared values and principles. These include working with integrity and commitment to the customers and the community in general. All employees of the company and all of its subsidiaries and associates (collectively, the “Company”) are expected to conduct themselves at all times within the letter and the spirit of the Code of Conduct.

The aim of this Code of Conduct is to provide guidelines on the expected behavior and conduct of all the employees and also to serve as a tool to guide the employees’ action when dealing with both internal and external parties.

The Code of Conduct is not intended to be exhaustive and cannot anticipate every situation which may morally or ethically compromise the employee or the Company. In this regard, the Company expects its employees to use their sensible and sound judgment. In any case of ambiguity, the employee should seek guidance and counsel from his or her immediate superior or Human Resource Division.

The Company reserves the right to add, amend, annul, vary or modify the provisions set out in this Code of Conduct as and when it deems necessary at its discretion. Employees will be notified of any changes to the Code of Conduct.


Who does the Code apply to?

The Code of Conduct applies to all employees of the Company and to the Directors of the Company. Employees are required to comply with all applicable laws, rules and regulations, whether or not specifically addressed in these policies.

In addition to leading by example, all managers are expected to take the necessary steps to comply with this Code of Conduct and to ensure that their teams have the information, guidance and support to comply with the Code of Conduct as well as all relevant policies and procedures.

The Company also expects that suppliers, consultants, distributors and independent contractors agree to follow all applicable policies.


Enforcement

An employee who violates a provision of the Code of Conduct, condones or knowingly fails to report a possible violation, intentionally makes a false report or fails to cooperate fully in any investigation of any violation, will be subject to disciplinary action, up to and including the penalty of dismissal.

Because of the significant legal and ethical consequences of noncompliance with the Code of Conduct, disciplinary action may be taken with respect to not only those who violate the Code of Conduct, but also those who – through lack of diligence or supervision – fail to prevent or report violations.


1.0 OUR BUSINESS

Ethical Business Practices

The Company is committed to conducting its businesses in accordance with the highest ethical standards and in compliance with all applicable laws and regulations.

The integrity of our behavior is of paramount importance in wherever we do business. Ignorance of appropriate standards is never an excuse for improper behavior, and improper behavior cannot be rationalized as being in the Company’s interest. Managers at all levels are responsible for communicating proper ethical behavior to employees.

The Company will neither seek nor accept any business advantage that involves unethical conduct.

All employees must comply with all laws and regulations applicable to the business of the Company. Accordingly, employees must ensure that their actions cannot be interpreted as being, in any way, in contravention of the laws and regulations governing the Company’s operations.

The company will not condone the activities of employees who achieve results through violation of the law or unethical business dealings. This includes any payments for illegal acts, indirect contributions, rebates, and bribery.

Employees uncertain about the application or interpretation of any legal requirements should refer the matter to their superior, who, if necessary, should seek appropriate legal advice.


1.1 Conflicts of Interest

An employee must adhere to the highest standards of honest and ethical conduct. These include, but are not limited to, sensitivity to the existence of a conflict of interest or the appearance of a conflict of interest.

A conflict of interest exists when an employee’s personal interest interferes, or appears to interfere, in any way with the interests of the Company’s or its customers, or when an employee otherwise takes actions or has interest that may make it difficult to perform his or her Company work objectively and effectively. For example, a conflict of interest would arise if an employee, or a member of his or her family, receives improper personal benefits as a result of his/her position with the Company.

While not all-inclusive, the following examples of outside financial interests will serve to illustrate some of the types of activities that might cause conflicts of interest:

  1. The employee shall not, without the prior expressed written consent of the Company which consent shall not be unreasonably withheld, either directly or indirectly during the continuance of his or her employment with the Company, be engaged in any capacity in any trade, business or occupation whatsoever other than being in the employ of the Company.
  2. Conducting business, not on behalf of the Company, with any of the Company’s clients, supplier, officers or staff.
  3. Company employees are prohibited from using opportunities discovered in the course of their employment for their own personal gain or benefit. For example, if, in his or her capacity as a Company employee or representative, an employee, officer or a Director of the Company is approached about or otherwise becomes aware of a potential investment that may be appropriate for the Company, such individual should not take that opportunity for himself or herself, but should bring it to the attention of his or her manager or other appropriate Company personnel.

The key addressing conflicts of interest is full disclosure. Often, just disclosing the potential conflict to the Company is the only action required. If you believe you may have a potential conflict of interest, you must discuss the situation with you Manager.


1.2 Improper Gifts or Payments

  1. Bribery
    All employees are strictly prohibited from engaging in bribery. Bribery is defined as the giving or accepting, or an offer, promise or request to give or accept anything of value in exchange for or as an inducement to receive or perform an act that is illegal or an abuse of one’s power or official position. Bribery may be in the form of a payment, gift, entertainment, hospitality, travel expenses or personal favours.
  2. Receiving Gifts
    To protect against undue obligations of the employee to any outside parties, the employee shall declare to the Company any gifts, other than gifts which are an exchange of corporate souvenirs, food hampers, flowers or vouchers and tokens of insubstantial value, made to himself or herself or any member of his or her immediate family by principals, agents, dealers and any parties who have business dealings with the Company. The Company shall decide how the gift shall be disposed of.
  3. Offering Gifts or Entertainment
    The Company expects its employees to compete fairly and ethically for all business opportunities. Employees may provide meals, refreshments or entertainment to customers, contractors or suppliers provided that is done with approval, in the ordinary and proper course of business and could not reasonably be seen as bribes or improper encouragement. All such expenditures must be properly recorded in the books and records of the Company.

    Employees must not offer gifts, commissions, gratuities, or other payments to prospective or existing customers, contractors or suppliers without the prior written approval of the Company.

1.3 Confidentiality

As a condition of employment, you shall keep secret and shall not reveal or disclose to anyone outside the Company without prior written consent of the Management of all confidential and proprietary information relating to the business which comes to your knowledge as a result of your employment by the Company. You shall not make use of such confidential and proprietary information for your own purpose or for the benefit of anyone other than the Company.

No employee is permitted to make any public statements concerning the Company to the press or to any news media, without the consent of the Company.

The employee’s obligations herein shall survive the termination of his/her contract of service.


1.4 Intellectual Property

Employees, officers and the Directors of the Company must carefully maintain and manage the intellectual property rights of the Company, including patents, trademarks, copyrights and trade secrets, to preserve and protect their value. Information, ideas and intellectual property assets of the Company are important to the Company’s success.

All intellectual property created or developed by you in the course of your employment with the Company belongs to the Company. You are prohibited from disclosing any confidential or proprietary information regarding the Company to any third party. This obligation applies to your communications over the network/Internet/email/normal mail, whether they are public broadcast or private message, and whether they are generated through the use of automated programs or through individual actions.

Any discussions of the Company’s intellectual property rights, confidential technology, product plans, product schedules or financial information, and any unauthorized transmission of the Company’s confidential software in either source of object form, is forbidden. Any unauthorized reproduction or transmission of the Company’s copyright materials over the network/Internet/email/normal mail is similarly prohibited.


1.5 Competition Laws

We believe that customers and society as a whole benefit from fair, free and open markets. Therefore, we are committed to making business and commercial decisions solely on the basis of our Company’s best interests and we compete on the merits of our products. Our principles of fair competition require that:

  • We compete aggressively in every market for every customer. We make no agreements or general understanding with competitors concerning customer’s distributors or dealers.
  • We do not mischaracterise or distort the products of a competitor.

We understand competition laws generally prohibit agreements between competitors relating to:

  • Prices
  • Division of markets
  • Allocation of clients
  • Any other activity that restrains competition, whether by vendors or clients

Because we are committed to complying with all competition laws, we strictly avoid any conduct or behavior that violates or appears to violate them. Should these topics arise in any conversation with a competitor, end the conversation immediately.


1.6 Protection and Proper Use of Company Assets

All employees shall strive to preserve and protect the Company’s assets and resources and to promote their efficient use. The standards set forth below are intended to guide employee by articulating the Company’s expectations as they relate to activities or behaviours that may affect the Company’s assets.


1.7 Personal Use of Company Assets

Theft, carelessness and waste have a direct impact on the Company’s profitability. Employees are not to convert assets of the Company to personal use. Company property should be used for the Company’s legitimate business purposes and the business of the Company shall be conducted in a manner designed to further the Company’s interest rather than the personal interest of an individual employee. Employees are prohibited from the unauthorized use or taking of the Company’s equipment, supplies, materials or services. Prior to engaging in any activity on Company time which will result in remuneration to the employee or the use of the Company’s equipment, supplies, materials or services for personal or non-work related purposes, officers and other employee shall obtain the approval of the supervisor.


1.8 Whistleblowing Policy

Purpose & Scope

Employees are often the first to realise that there may be something seriously wrong within the Company’s. However, they may not express their concerns because they feel that speaking up would be disloyal to their colleagues or to Company. They may also fear harassment or victimisation. In these circumstances it may be easier to ignore the concern rather than report what may just be a suspicion of malpractice.

The Company is committed to the highest possible standards of openness and accountability. Thus, the Company does not tolerate any malpractice, impropriety, statutory non-compliance or wrongdoing by employee in the course of their work. This Whistleblowing Policy is intended to provide a framework to promote responsible and secure whistleblowing without fear of adverse consequences. In line with that commitment the Company expects employees and outside parties, such as suppliers, customers, contractors and other stakeholders to come forward and voice those concerns.

The intention of this whistleblowing policy is intended to encourage and enable employees and outside parties to raise serious concerns within the Company rather than overlooking a problem or “blowing the whistle” outside. Thus, the Policy allows for reporting employees or outside parties without fear of reprisal, discrimination or adverse consequences and also permits the Company to address such reports by taking appropriate action, including, but not limited to, disciplining or terminating the employment of those responsible.


Safeguards

Harassment or Victimisation

The Company’s is committed to the protection of genuine whistleblower against detrimental action taken in reprisal for making of protected disclosures. Company will take all reasonable step to protect the identity of the whistleblower, in ensuring reprisals are not made against a whistleblower.

The Company’s prohibits discrimination, retaliation or harassment of any kind against a whistleblower who submits a complaint or report in good faith. Company recognises that the decision to report a concern can be a difficult one to make. If what a whistleblower saying is true, than he or she should have nothing to fear because they are doing their duty to their employer and those for whom they are providing a service.

At the appropriate time, the party making the report/complaint may need to come forward as a witness. If an employee or outside party makes an allegation in good faith but it is not confirmed by the investigation, no action will be taken against him or her. If the report/complaint made frivolously, maliciously or for personal gain, disciplinary action may be taken against him or her.


Confidentiality

The Company will do its best to protect the identity of the whistle blower when they raise a concern and do not want their name to be disclosed. It must be appreciated that the investigation process may reveal the source of the information and a statement by the whistle blower may be required as part of the evidence. They will be given prior notice of this and a chance to discuss the consequences.


Anonymous Allegations

This policy encourages the whistle blower to put their name to their allegation. Concerns expressed anonymously are much less powerful, but they will be considered. In exercising the discretion, the factor to be taken into account would include:

  • The seriousness of the issues raised.
  • The credibility of the concern.
  • The likelihood of confirming the allegation from attributable sources or factual records.

Bad Faith Allegations

Allegations in bad faith may result in disciplinary action.


How to Raise a Concern

Any employee who observes any unethical and improper practices or alleged wrongful conduct shall make a disclosure to the Head of Department or in case it involves Managerial Personnel to the Managing Director and in exceptional cases to the Audit Committee as soon as possible but not later than 30 30 consecutive calendar days after becoming aware of the same.

Concerns can be raised verbally or in writing. A concern raised in writing should:

  • set out the background and history of the concern, giving names, dates and places where possible
  • give the reason why you are particularly concerned about the situation.

The earlier a concern is raised the easier it is to take action. Although you are not expected to prove beyond doubt the truth of an allegation, you need to demonstrate to the person contacted that the report is being made in good faith.


How The Report Of Concern Will Be Handled

The Departmental Head shall immediately forward Whistle Blower Report to the Managing Director of the Company. The Managing Director may inquire in respect of the Whistle Blower Report and after preliminary inquiry, if required, shall report the same to the Audit Committee. Audit Committee shall appropriately and expeditiously investigate all whistle blower reports received.

The decision of Audit Committee shall be final and binding. If and when the Audit Committee is satisfied that the alleged unethical and improper practice or wrongful conduct existed or is in existence, then the Audit Committee may;

  • recommend to Board to reprimand, take disciplinary action, impose penalty/punishment order recovery when any alleged unethical and improper practice or wrongful conduct of any employees I proved.
  • Recommend termination or suspension of any contract or arrangement or transaction vitiated by such unethical and improper practice or wrongful conduct.

Notification

All department heads are required to notify and communicate the existence and contents of this policy to the employees of their department. The new employees shall be informed about the policy by the Human Resources Department. This policy as amended from time to time shall be made available to all department heads via the Human Resources Department.


2.0 OUR WORKPLACE

A Safe and Fair Workplace

The continued success of the Company’s businesses depends on a safe and equitable workplace in which all employees can perform to the best of their ability.


2.1 Equal Employment Opportunity

It is the policy and practice of the Company to provide all employees and applicants for employment with equal employment opportunities without regard to race, colour, religion, gender, age, national origin, sexual orientation, gender identity and disability. This policy applies to all Company activities, including, but not limited to recruitment, hiring, compensation, assignment, training, promotion, discipline and discharge.

Employees must treat all customers, suppliers, contractors, or other persons with whom they deal in the course of their employment in a non-discriminatory manner.


2.2 Prohibition against Harassment

The Company endeavors to maintain a working environment in which all employees treat each other with respect. Accordingly, the Company strictly prohibits conduct that constitutes or that could lead or contribute to harassment based on gender, race, colour, national origin, religion, age, disability, sexual orientation and gender identity. Harassment does not require and intent to offend. Thus, inappropriate conduct meant as a joke, a prank, or even a compliment can lead or contribute to harassment.

Examples of prohibited conduct are: racial or ethnic slurs; threatening or intimidating acts directed at an individual because of his or her gender or sexual orientation; the posting or distribution of hostile written or graphic materials aimed at a particular sex or religion; the use of computers (including via the Internet) or the email system to view or distribute racially or sexually offensive communications; and the use of an employee’s home computer to send racially or sexually offensive communications to another employee at work.


2.3 Sexual Harassment Policy

The Company has always been committed to provide, promote and ensure a workplace that is safe and free from any form of harassment, humiliation and intimation of sexual nature.

No employee, either male or female, should be subjected to any form of sexual harassment. The Company views sexual harassment of employees occurring in the workplace or in other setting related to their employment as a serious misconduct and will not be tolerated. Any employee found guilty of such misconduct will be liable to dismissal without notice by the Company.

Definition of Sexual Harassment as specified in the Code of Practice On the Prevention and Eradication of Sexual Harassment In The Workplace issued by The Ministry of Human Resources:

Any unwanted conduct of a sexual nature having the effect of verbal, non-verbal, visual, psychological or physical harassment:-

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

Forms of Sexual Harassment:

Sexual harassment encompasses various conducts of a sexual nature which can manifest themselves in five possible forms, namely:

  1. Verbal harassment
    Offensive or suggestive remarks, comments, jokes, jesting, kidding, sounds, questioning.
  2. Non-verbal/gesture harassment
    Leering or ogling with suggestive overtones, licking lips or holding or eating food provocatively, hand signal or sign language denoting sexual activity or persistent flirting.
  3. Visual harassment
    Showing pornographic materials, drawing sex-based sketches, writing sex-based letters, or email depicting sexual content or harassment that is unsolicited.
  4. Psychological harassment
    Repeated unwanted social invitations, relentless proposals for dates or physical intimacy.
  5. Physical harassment
    Inappropriate touching, patting, pinching, stroking, brushing up against the body, hugging, kissing, fondling, or sexual assault.

All employees are strictly prohibited from engaging in any form of sexual harassment with other employees or external parties under such employment-related setting that includes, but not limited to:

  • At work-related social functions;
  • In the course of work assignment outside the workplace;
  • At work-related conferences or training sessions;
  • During work-related travel;
  • Over-the-phone; and
  • Through electronic media

Complaints Procedure:

Where and employee feels that he or she has been sexually harassed, the following procedure will apply:

  1. Employee raises complaint with his or her immediate superior or those in higher authority who will forward his or her case to Human Resource Division.
  2. Human Resource Division will then proceed to investigate the complaint discreetly.
  3. The investigation may lead to a domestic inquiry that can result in the dismissal of the employee found guilty of such misconduct.

Employees shall be protected from intimidation, victimization or discrimination for filing a complaint or assisting in an investigation. Retaliating against an employee for filing a complaint on sexual harassment is a serious disciplinary offence which shall be subjected to serious disciplinary action including the penalty of dismissal.

Any false and fabricated accusation against innocent persons will not be tolerated. Any employee who knowingly makes a false accusation shall be subjected to serious disciplinary action including the penalty of dismissal.


2.4 Computers and Electronic Communications

The Company’s computer system and networks, and all electronic communications, data and records created on or stored in those systems and networks, including mobile devices, are the property of the Company.

The use of electronic mail, the Internet, is an important part of the work at the Company. Used improperly, this technology presents legal and business risks for the Company and for individual employees. All employees are required to use information technology for proper business purposes and in a manner that does not compromise the confidentiality of sensitive or proprietary information.

The employee must not use information technology to;

  1. transmit or store materials which are obscene, pornographic, or otherwise offensive,
  2. engage in criminal activity,
  3. obtain unauthorized access to data or files,
  4. commit copyright violations,
  5. install personal software without permission, or
  6. make internet statements, without permission, that suggest that the user is speaking on behalf of the Company or its affiliates.

Use of the Company’s computer systems and networks in violation of this policy will result in disciplinary action, up to and including the penalty of dismissal.


2.5 Health & Safety

Everyone has the right to a safe and healthy workplace. Thus, the Company is committed to maintaining a safe and healthy workplace for all employees, and to protecting the environment in which we operate. Accordingly, the Company will use its best endeavour:-

  • to meet all requirements of applicable environmental, health and safety laws and regulations,
  • to promote employee safety and minimize the environmental impact of the development, production and distribution of our products,
  • to encourage and apply pollution prevention, resource conservation, waste minimization, reuse and recycling practices,
  • to promote responsible environmental and safety practices, enhancing awareness among our employees,
  • to implement and update prevention and training programs and any other measures needed to reduce the risks of illness and accidents.

All employees are required to comply with the safety and health regulations and instructions and fire prevention and fire-fighting regulations issued by the Company from time to time. Any employee who fails to comply with the regulations and instructions will render himself liable for disciplinary action.

Any injury suffered in an accident at work must be reported to the Head of Department of Human Resource Division immediately for necessary action.


3.0 EMPLOYEE PERSONAL CONDUCT

3.1 Personal Conduct

The Company expects its employees to conduct themselves in a businesslike manner. Employees should not conduct themselves in a manner that has an adverse impact on the work environment, including at a Company sponsored functions. Drinking, gambling, consuming illegal drugs, fighting and similar unprofessional activities are strictly prohibited while on the job and are not encourage at all times. Employees should also refrain from borrowing monies from other employees, business associates and/or customers.

Employees must treat other employees, business associates, customers and others with courtesy and respect. The Company does not tolerate any form of harassment, discrimination or other behavior that colleagues or business associates may regard as threatening or degrading.


3.2 Working with Office Colleagues

It is in the interest of both employer and employees that all employees should work in harmony and close cooperation with each other. No department can consider itself independent or more important than others. Objectivity rather than personal attitudes and differences should be the basis on which decisions are made and actions taken in respect of business transactions.


3.3 Attendance and Punctuality

Every employee is expected to report for work regularly and to be punctual when reporting for work daily. Good attendance is important for the job requirement and failure to observe this requirement, without reasonable cause shall result in disciplinary action.

An employee who has been absent from work for more than 2 consecutive working days or more without prior leave or without informing or attempting to inform the Company of the reason for the absence prior to or at the earlier opportunity during the absence shall be liable to be terminated by the Company.

Consequently, in accordance to Section 15(2) of the Employment Act 1955, employee shall be deemed to have broken his contract of service with the employer if he committed the above offence. The Company can terminate the contract of the employee in accordance to Section 13(2) of the Employment Act 1955.


3.4 Job Performance

All employees must, at all times, perform their duties competently and diligently and to be accountable for their own actions.

Every employee must perform his or her duties in a manner consistent with the Company’s expectations.

Every employee must comply with the instructions of his or her superiors.

Employee must act respectfully, loyally and honestly and must refrain from any action that could jeopardise the Company’s legitimate interests.


3.5 Activities out of Working Hours

As employees of the Company, they will represent the Company anytime and anywhere they go. Hence, employees are advised to act courteously and refrain from any acts that will create negative image on the Company whether during or out of working hours.


3.6 Dress Code

All employees are required to maintain an appropriate degree of formally in their personal appearance and dressing at all times during office hours, whether inside or outside the office. Employees are required to manage their image and be appropriately groomed to a professional corporate image which includes the clothes worn besides maintaining a neat, clean and tidy appearance.


Guidelines on Dress Code:

MALE
Acceptable Business Attire Unacceptable Business Attire
Formal & decent business shirt or suit, preferably with tie for executives and management employees. Dirty or scuffed
Tailored pants Jeans, shorts, three quarter pants, half pants
Closed toe shoe with appropriate socks length Slippers, flip-flops


FEMALE
Acceptable Business Attire Unacceptable Business Attire
Formal & decent blouse & skirt/tailored pants or suit. T-shirts, inappropriate dresses/short skirts/mini skirts
Appropriate & decent skirts & dresses Ultra revealing/clingy clothes, plunging necklines, halter-neck, spaghetti straps, see-through or gaping clothes
Professional/Business/Decent working attire Jeans, shorts, three quarter pants, half pants, tights
Court shoes if possible, if not strapped sandals Slippers, flip-flops


4.0 DISCLOSURE, AMENDMENTS AND WAIVERS

The Company shall publicly disclose this Code of Conduct and its application to all of the Company’s employees.

This Code may only be amended by the Company’s Managing Director or a duly authorized committee thereof. At such any amendments to the Code of Conduct shall be disclosed publicly to all employees.

Any request for a waiver from any provision of this Code of Conduct by or on behalf of an executive of equivalent or higher rank than Manager or a Director of the Company should write to the Human Resource Division. Human Resource Division will determine whether or not a waiver from any provision of this Code of Conduct is necessary. If so, the request will be brought before the Company’s Managing Director or a duly authorized committee by the Human Resource Division.

Only the Company’s Managing Director or a duly authorized committee, in its sole discretion, grant such a waiver with or without conditions attached thereto as it deems fit and may do so only after a thorough review of the specific facts and circumstances and the potential impact on the Company and consideration of what controls may need to be implemented to protect the interests of the Company.

Any such waivers that are granted and material amendments to certain provision of this Code of Conduct, shall be publicly disclose to all employees.


5.0 CONCLUSION

All employees of the company and all of its subsidiaries and associates are obligated to read and understand this Code of Conduct and the relevant functional policies and procedures. No code of conduct, however, can address every situation for which guidance may be necessary. If an employee is unclear about a situation, he/she should seek guidance before taking action.

All employees of the company and all of its subsidiaries and associates are expected to abide by both the letter and spirit of this Code. The Managing Director or the duly authorised committee will investigate reported violations of the Code and if violations are found, may take disciplinary action, if appropriate, against the individuals involved.