1.0 INTRODUCTION
At Contraves, we are committed to maintaining a high standard of business ethics and values. In conducting our business, we act with honesty and integrity, applying fair, transparent and impartial practices while complying with all laws and regulations. This Code outlines the principles and best practices that we follow in our engagements with customers, colleagues, suppliers, shareholders and other external Third Parties.
1.1 SCOPE
The Code of Conduct and Business Ethics (“COBE”) of Contraves Group (hereinafter “Contraves”) applies to all Company activities involving its employees, directors, shareholders, customers, suppliers, business partners, competitors, governments and their agencies, and related parties involved in these activities. Contraves observes the laws of Malaysia. Given the complexity of ethical questions that may arise in the course of its business, the COBE serves as a guide.
1.2 PURPOSE OF COBE
Contraves will continuously uphold its commitment to integrity in compliance with the laws and regulations applicable to our business. The COBE provides a consistent, Company-wide statement of our business practices and workplace conduct. It is intended to communicate:
(a) company’s commitment to good ethics and compliance with the law;
(b) the importance of ethical and legal behaviour in all types of business transactions and interactions;
(c) reporting mechanism for known or suspected violations; and
(d) prevention and detection of misconduct or wrongdoing or fraud.
1.3 COMPLIANCE TO COBE
The COBE applies to all employees and directors of Contraves including majority-owned subsidiaries and subsidiaries over which Contraves has management control. Certain aspects of COBE may also apply to agents, consultants, business partners, suppliers and subcontractors("other parties"). Communication of COBE to other parties will be made available at Contraves' website.
1.4 RESPONSIBILITY OF MANAGEMENT
The Board of Directors (BOD) and the Chief Executive Officer (CEO) are responsible to ensure that the Ethics and Compliance Programmes of Contraves are duly implemented. The Corporate Governance Officer (CGO) and Human Resource Department (HR) are resources that all employees and external parties can turn to for guidance on the COBE.
1.5 RESPONSIBILITY OF AN EMPLOYEE
Employees are responsible for the following:
(1) To read, understand and agree to comply to the COBE;
(2) To update the COSE SOP as and when required to implement good practices or when required to implement compliance to relevant legislation. The CGO (and in the absence of the CGO, the Senior Manager, Executive Services) is responsible for ensuring any changes to the COBE are communicated to all employees within one (1) month of the release of the updated COBE SOP;
(3) To implement and adhere to the COBE in his or her daily work.
(4) To seek advice from HR or respective Head of Department, or CGO, if he or she is confronted with a legal or ethical challenge; and
(5) For new employees, CGO will conduct a COBE awareness briefing during the company induction training and HR/CGO will get the new employees to sign the Acknowledgment Form (BO-SP-001-01) confirming they understood the latest version of COBE compliance requirements.
1.6 REPORTING A COBE
Contraves provides a Whistleblowing Guideline to enable its employees and external parties to promptly report suspected or actual violations with full disclosure through the whistleblowing channels. When a report is made, a timely and thorough investigation will be conducted. Contraves promotes openness and honesty by providing a whistleblowing channel for justified reports so they may be appropriately addressed. Contraves takes such reports seriously.
2.0 CONTRAVES’ COMMITMENT TO ETHICAL BUSINESS
2.1 HUMAN RIGHTS
Consistent with the spirit of the Universal Declaration of Human Rights and Federal Constitution of Malaysia, Contraves supports and respects human rights provisions and strives to ensure that its activities do not infringe the liberty of human rights within the framework of legitimate role of business.In the event of any inconsistency between UDHR and Federal Constitution of Malaysia, the Malaysia Federal Constitution shall prevail.
2.2 COMMITMENT TOWARDS STAKEHOLDERS
It is of central importance to Contraves to conduct its operations in accordance with the highest standards of internationally and locally accepted principles of governance to maintain a respectable business reputation and relationship with its stakeholders. Contraves practices good governance at the highest level through the commitment and endorsement of the COBE.
2.3 COMMITMENT TOWARDS EMPLOYEES
Contraves values its employees as a key resource. An atmosphere of good employee communication, involvement and responsibility is of central importance. An employee’s optimum use of talents is encouraged.
2.3.1 Child labour
Under no circumstances will Contraves employ children and young persons. Contraves strictly prohibits the violation of Section 2 of Children and Young Persons (Employment) Act 1966, and Conventions No. 138 and No. 182 of the International Labour Organisation.
2.3.2 Human trafficking and slavery
Contraves upholds Article 6 of the Federal Constitution of Malaysia where no person shall be held in slavery or any forms of forced labour. Contraves will not tolerate any kind of human trafficking and slavery in its business or supply chain activities.
2.3.3 Equal and fair treatment
Contraves supports that every employee is treated equally in employment and occupation and shall not suffer from any form of discrimination based on personal background, race, gender, nationality, age, sexual preference or religious belief as enshrined in Article 8 of Federal Constitution of Malaysia. The same applies to the recruitment of employees. No form of harassment will be tolerated. Contraves strictly implements meritocracy and encourages diversity.
2.3.4 Safety, health and environmental protection
Contraves places importance in providing a safe environment at workplaces to ensure safety and health of all its employees. Rules and procedures are established in accordance with applicable local laws, and regulations are to be followed and monitored closely by all functional departments. Contraves will carry out actions that are reasonable and practicable to minimise adverse effects of its activities on the environment.
2.4 ASSETS AND INFORMATION
2.4.1 USE AND PROTECTION OF ASSETS AND INFORMATION
Each employee is responsible for the proper use, protection, conservation and disposal of Contraves’ assets and resources according to the established procedures. Any kind of information related to the employment with Contraves, information disclosed to Contraves by any external party shall be processed, stored and disposed in accordance with the Personal Data Protection Act 2010 and Contraves’ policies.
2.4.2 IMPROPER DISCLOSURE
Contraves regards information for its business as a corporate asset that must be protected against loss, infringement and improper use and disclosure. Contraves is committed not to make use of information disclosed to it by a Third Party if it is suspected that the discloser violates the obligation of confidentiality unless the information:
a) is generally available to the public other than as a result of disclosure to or by Contraves;
b) has been developed independently by Contraves; and
c) becomes available to Contraves either on a non-confidential basis from a Third Party who is not bound by any confidentiality obligations or by operation of law.
2.5 COMMITMENT TOWARDS CUSTOMERS, SUPPLIERS AND BUSINESS PARTNERS
Contraves pursues mutually beneficial relationships with its customers, suppliers and business partners. It seeks to engage with parties who are committed to act fairly and with integrity towards their stakeholders and who observe the applicable laws of the countries in which they operate.
2.5.1 CONFLICT OF INTEREST
Conflict of interest arises in a situation in which an individual is in a position to take advantage of his/her role in Contraves for his/her personal benefit including the benefit of his/her family/household and friends. A conflict of interest can exist even if it results in no unethical or improper acts. The appearance of improper influence in their decision-making may be an issue.
Employees and directors must avoid conflicts of interests between their personal dealings and their duties and responsibilities in the conduct of Contraves’ business. In particular, the use of Contraves office position, confidential information, assets and other Contraves resources for personal gain or for the advantage of others with whom employees and directors are associated, is prohibited. Such violation will undermine the duties of good faith, fidelity, diligence and integrity as expected by Contraves from its employees and directors in the performance of their duties and obligations.
2.5.1.1 Situations under which conflict of interest may arise include, but not limited to:
a) when employees and directors in the exercise of authority, give preference to their interests or the interests of their family or household members, associates or friends rather than to the interests of Contraves;
b) when employees and directors are in a position to influence decisions that are to be made by Contraves in respect to dealings with a business, enterprise or entity owned or partially owned by employee or director, employee’s or director’s family/household members, associates or friends;
c) when employees and directors compete with or against Contraves;
d) when employees and directors involved with the commission or omission of any act which gives an undue advantage to an outside party in its dealings with Contraves; and
e) when employees and directors give Contraves’ confidential information without appropriate authorisation to an outside party to assist that party in securing Contraves’ business or for any other reason.
2.5.1.2 Employees and directors may not, directly or indirectly, enter into transactions or dealings for purchase or sale of any moveable or immovable property or for supply or purchase of any service from any of Contraves’ clients, suppliers, contractors or vendors (or with their agents or representatives) with whom they have or are likely to have official dealings on behalf of Contraves, other than transactions or dealings on such terms that are available to the general public.
Any conflicting situations should be cleared with HR or CEO (or in the case of directors, with the relevant Company Secretary). A failure to fully disclose the nature and scope of the conflict of interest may result in disciplinary action against the employee and/or director.
2.5.2 FIGHTING CORRUPTION AND UNETHICAL PRACTICES
Contraves adopts zero-tolerance towards corruption. Corruption in any form is unacceptable. In all aspects of its business, Contraves insists on honesty, integrity and fairness.
2.5.2.1 Any gifts or favour may only be made or accepted in strict accordance with the law, and Contraves’ Anti-Bribery and Corruption, and Anti-Money Laundering (ABC & AML) Policy and Guideline. Records of transactions should be maintained in an accurate, complete and timely manner in accordance to Contraves accounting principles. No unrecorded funds or assets should be established or maintained.
2.5.2.2 Employees and directors should first be satisfied with the status and integrity of any contractor, subcontractor, agent, consultant, representative or any person to be engaged to act for or on behalf of Contraves or in relation to Contraves’ affairs or business (“Third Parties”). All Third Parties must comply with Contraves' Anti-Bribery and Corruption (ABC) and Anti Money Laundering (AML) Policies and Guidelines. The ABC & AML guidelines for third parties is available at Contraves' website.
2.5.2.3 If any employee, director or Third Party is offered a bribe while dealing with matters in relation to Contraves, a report must be made immediately through the proper channel of Contraves Whistleblowing Guideline. The report will be investigated and necessary action(s) taken. Contraves warrants that when a report is properly justified, the whistleblower and the relevant witness(es) will be protected against any reprisal or retaliation or discrimination or demotion or unfair dismissal.
2.5.3 MONEY LAUNDERING
2.5.3.1 Employees and directors must conduct appropriate Third Parties due diligence to understand the business and background of Contraves’ prospective Third Parties and to determine the origin and destination of money, property and services. Red Flag incidents such as suspicious transactions or suspected incidents of money laundering shall be reported to the CGO, HR or CEO. Employees and directors should not try to investigate a case of money laundering or bribery by themselves.
2.5.3.2 Employees and directors may not establish bank accounts, securities trading or similar accounts in the name of Contraves or for the benefit of Contraves without proper authorisation. The authorisation for the establishment of bank accounts shall only be obtained via a resolution from the Board of Directors.
2.5.4 FINANCIAL INTEGRITY
2.5.4.1 Employees and directors must comply with all policies and latest procedures established and updated from time-to-time to safeguard and support the integrity and accuracy of Contraves’ books, records and financial reporting. In this regard, employees and directors must not, for example:
a. Conceal, alter, destroy or modify Contraves’ records or documents other than in accordance with established, ordinary course of procedures (and in no case, impede or frustrate an investigation or audit or conceal or misstate information);
b. Intentionally make a false or misleading entry in a record, report, file or claim (including travel and entertainment expense reports);
c. Establish accounts, companies or arrangements to circumvent or frustrate Contraves’ controls, policies or procedures;
d. Fail to cooperate fully and truthfully with internal and external audits authorised by Contraves; and
e. Engage in any scheme to defraud anyone of money, property or honest services.
2.5.5 FREE MARKET COMPETITION
Contraves supports the principle of free market competition as a basis for conducting its business and observes applicable competition laws and regulations, and requires all employees and directors to comply with such laws and regulations (Competition Act 2010 and Competition Commission Act 2010). Any behaviour of illegal anti-competitive activity is against Contraves' policy.
2.5.6 IMPORT AND EXPORT CONTROL AND SANCTION
2.5.6.1 Employees need to be able to consider the potential impact of import or export control laws and economic sanctions programmes before dealing, ordering or transferring goods, technology, software or services across national or international borders by whatever means. In this regard, if employees are involved with imports or exports, proper authorisation must be obtained from the CEO before engaging in such activities for or on behalf of Contraves.
2.5.6.2 Employees and directors must not bring restricted goods into a country without declaring them and must not import prohibited goods. All requirements shall be met when bringing in goods or services into a country, ensuring duties, levies and taxes are paid and proper documentation is presented.
2.5.7 IMPORT AND EXPORT CONTROL SANCTION
2.5.7.1 Employees need to be able to consider the potential impact of import or export control laws and economic sanctions programmes before dealing, ordering or transferring goods, technology, software or services across national/international borders by whatever means. In this regard , if employees are involved with imports or exports, proper authorisation must be obtained from the CEO before engaging in such activities for or on behalf of Contraves.
2.5.7.2 Employees and directors must not bring restricted goods into a country without declaring them and must not import prohibited goods. All requirements shall be met when bringing in goods or services into a country, ensuring duties, levies and taxes are paid and proper documentation is presented.
2.5.8 PROHIBITION OF FRAUDULENT ACTIVITY
2.5.8.1 Fraudulent activity refers to any intentional act of deception, dishonesty, or breach of trust, carried out for personal gain or to secure an unfair advantage. This includes, but is not limited to the falsification of information, deliberate omissions, misrepresentation, and the misuse of authorised resources, certifications, qualifications, or authorisation.
2.5.8.1 Fraudulent activities can occur in many ways. Below are some examples of fraudulent activities that can happen in the workplace and manufacturing process:
Workplace
b) Misappropriation of assets or theft;
c) Suppression or omission of the effects of transactions from records or recording of transactions without substance; and
d) Manipulation of information system applications and data for personal advantage.
Manufacturing Process
a) Intentional misrepresentation of test results;
b) Intentional omission of a processing step; and
c) Use of inspection stamps by unauthorized personnel.
2.5.8.2 However, occurrences that happens accidentally without any intention or deliberation is not a fraud. Below are the examples of what would not be considered fraudulent activity, but would most likely be considered as non-conformances:
a) Accidentally transposing numbers when reporting data; and
b) Isolated incident of missing a process step accidentally.
2.5.8.3 Potential consequences of fraudulent activity
a) Loss of Accreditation: One of the key consequences of committing fraud is the loss of accreditation. Accreditation signifies that a company meets specific industry standards and requirements. If fraudulent activities are detected, the company may face suspension or revocation of its accreditation.
b) Loss of Business Opportunities: Loss of accreditation due to fraudulent activities can result in the loss of business opportunities, as customers will choose to work with companies that hold valid and trustworthy accreditations.
c) Legal Consequences: Fraudulent activities may lead to legal consequences, including fines, penalties, and legal actions. If the fraud involves violating industry regulations or contractual agreements, the organization and individuals involved may face legal repercussions.
d) Damage to Reputation: Fraud will severely damage our company's reputation within the industry. Loss of trust from customers, suppliers, and industry peers will have long-lasting effects on company's ability to secure contracts and partnerships.
e) Exclusion from Industry Groups and Associations: Committing fraud may result in exclusion from industry groups and associations. This exclusion can further limit company's networking opportunities, industry participation, and access to valuable resources.
f) Contractual and Financial Implications: Contracts with customers often include clauses related to compliance with industry standards and ethical conduct. Committing fraud may lead to breaches of contractual agreements, resulting in financial implications such as contract cancellations, financial penalties, or the requirement to rectify non-compliance issues at the supplier's expense.
g) Increased Regulatory Scrutiny: Regulatory bodies may increase scrutiny on a company that has been found to engage in fraudulent activities. This heightened attention can result in more frequent audits, inspections, and regulatory oversight.
h) Loss of Employee Trust and Morale: Fraudulent activities can undermine employee trust in the company's leadership and damage overall morale. Employees may feel demoralized and disengaged, potentially leading to increased turnover and challenges in attracting top talent.
i) Difficulty Obtaining Future Accreditation: Obtaining re-accreditation in the future may be challenging. Accreditation bodies may be cautious about granting accreditation to a company with a history of fraudulent behaviour.
Responsibilities to prevent fraudulent activity
a) Officers and Key Personnel
The management personnel of the Company constitute the front line of monitoring and preventing fraud. BOD, CEO and HOD are responsible to monitor business activities of employees and be aware of and alert to potential signs of fraud.
b) Employee
Employees are responsible to act at all times with the highest degree of honesty, integrity, accountability, and propriety. Employees should conduct their duties in a manner does not jeopardize, to the contrary, safeguards the Company's resources and assets. Employee shall comply with COBE and ABC & AML Policies and Guideline. If fraud, violation, unethical conduct or dishonest practice is suspected and/or verified, then it should be reported through company's whistleblowing channel in accordance with our Whistleblowing Guidelines and provide any required information during the investigation process.
c) Internal Auditor
The Internal Auditor is responsible to evaluate the adequacy of the internal control system and provide any recommendations accordingly during internal audit annually.
2.5.9 OBSERVANCE OF COBE
2.5.9.1 Sanctions
All Contraves employees and directors must comply with COBE. Violation may lead to disciplinary actions including demotion or dismissal, notwithstanding any further civil or criminal action that may be taken.
2.5.9.2 Whistleblowing Guideline
To promote the reporting of COBE violations, a Whistleblowing Guideline is put in place to enable employees and Third Parties to submit justified complaints even on an anonymous basis without fear of the complaints leading to disciplinary actions or disservice.
Effective 17 February 2025
On behalf of CONTRAVES ADVANCED DEVICES SDN BHDCHIEF EXECUTIVE OFFICER