CODE OF ETHICS FOR COMPANY DIRECTORS
We are committed to achieving sustainable performance and delivering value to our customers and shareholders without compromising our ethical standards, behavioural expectation and trusted reputation.
As such, we operate in a manner reflecting our core values, adhering to the best practice in corporate governance and in accordance with all applicable laws, regulations and other policies applicable to Dufu Technology Corp. Berhad (“the Company”) and its subsidiaries (“DUFU”). Our code of conduct and ethics states the standards of responsibility and obligations and promotes fair dealing, integrity and ethical conduct amongst DUFU’s directors and employees.
The Code of Conduct and Ethics (“CCE”) of DUFU states the standards of responsibility and obligations and promotes fair dealing, integrity and ethical conduct amongst DUFU’s directors and employees (“Dufucian”). The CCE, which is subject to periodically reviewed, forms part of DUFU’s Board of Directors (“the Board”) responsibility to set the tone and standards in articulating acceptable practices and guide the behavior of directors, management and employees that integrates into DUFU’s company-wide management practices.
In the context of this code, a company director or DUFU’s directors means any person who holds the position of director in a corporation irrespective of any designation used, including anyone who follows the directives and advice of a corporate director and who usually takes action, as well as an in-turn or substitute director. A director also includes both executive and non-executive directors as well as executive and non-executive chairpersons. An employee is defined as a person hired to provide services to the company on a regular basis in exchange for compensation and who does not provide these services as part of as independent business.
D. DOING BUSINESS WITH INTEGERITY AWARENESS
Dufu Technology Corp. Berhad (“DTC” or “the Company”) would like all its directors and employees (“Dufucian”) to understand the ethical obligations and responsibilities and put in effort to handle ethical situations that do not conflict with their interest.
The employees are to comply with the highest standards in conducting their daily businesses and ensure full compliance with the law of the country.
Dufucian are encouraged to uphold the following: –
a. Conduct all business with honesty, integrity and with high ethical standards;
b. Fully comply with DTC’s standards on doing business with integrity;
c. Comply with the country’s laws, rules and regulations;
d. Promote ethical behaviour among peers, subordinates, suppliers and customers;
e. Promote responsible use of and control over DUFU’s resources; and
f. Promptly report any violation of the above, violation of law, fraud, or any transaction or relationship that reasonably could give rise to a conflict of interest to the Chief Executive Officer (CEO) or the Human Resources Department or Investigating Officers, depending on the severity of the violation.
1. Conflict of Interest
1.1 DUFU respects the privacy of the Dufucian. However, on the job or in Dufucian’s personal time, Dufucian must not act or do anything that may conflict with their responsibilities to DUFU or compromise, or appear to compromise, the quality of their work performance, their commitment to their work or their ability to make impartial business decisions. Dufucian are to act in the best interests of DUFU.
1.2 Dufucian are to avoid any activities that may create conflict, or give the appearance of a conflict, between their own interests and those of DUFU’s in dealing with suppliers, customers, fellow employees and all other individuals doing business with DUFU.
1.3 A conflict of interest exists when loyalties are divided between DUFU’s interests and those of self or another, such as a competitor, supplier, customer, or fellow employee, family member, friend or acquaintance.
1.4 Conflict of interest will arise on the following areas: –
a. Borrowing from anyone doing business with DUFU for personal gain;
b. Acceptance of favours that could appear to influence judgement or responsibilities;
c. Engage in any business, secondary employment, or other activities that interfere with ability to perform one’s obligations to DUFU or that may improperly influence or appear to influence self-judgment, decisions, or actions on behalf of DUFU.
d. Be employed by DUFU’s competitor, or engaged in business with or as a competitor of DUFU while in employment with the company.
This list is not intended to cover all possible situations where an actual or apparent conflict of interest may arise: Dufucian are expected to avoid any situation where their personal interests and the Company’s may conflict.
1.5 If Dufucian fails to make the required disclosure on own accord and DUFU becomes aware of an instance of conflict of interest that ought to be disclosed by the Dufucian, DUFU shall take a serious view of the matter and consider suitable disciplinary action against the Dufucian.
2. Abuse of Power
2.1 The aim is to provide an environment in which DUFU, customers, suppliers and other business partners are treated fairly and equitably irrespective of, amongst others, sex, race, sexual orientation, age, disability, and religion or ethnic origin. Dufucian are to conduct themselves and the business activities of DUFU to facilitate these aims being achieved.
2.2 In view of this, a written procedure has established in line with the Electronic Industry Citizenship Coalition (“EICC”) acceptable practices to uphold the human rights of workers, and to treat them with dignity and respect as understood by the international community.
2.3 The written procedures covered the following areas:-
• Labour practices based on “Freely Choosen Employment”;
• Guideline on engagement of young workers;
• Wages and benefits compensation fairness to all employees;
• Non-retaliation policy; and
• Humane treatment and non-discrimination policy to ensure all Dufucian are being treated with respect and dignity.
3. Confidentiality and Protecting DUFU’s Assets and Intellectual Property
3.1 Dufucian must keep confidential all information that would reasonably be considered to be confidential, including but not limited to terms and conditions of contracts entered into by DUFU, employee and customer details, technological know-how, intellectual property, performance and financial details and policies and procedures of DUFU.
3.2 Assets, intellectual property and confidential information should be fully protected and Dufucian are responsible for safeguarding and appropriately using the same under their control. DUFU assets and confidential information must not be used for personal gain or for any other reason that is not in the best interests of DUFU.
3.3 Intellectual property can be an invention, trademark, original design or the practical application or expression of a good idea that has commercial value. Dufucian must work to safeguard DUFU’s intellectual property from use by outsiders.
3.4 Misappropriation of property owned by DUFU, Dufucian, customers or suppliers will not be tolerated. Any misappropriation should be immediately reported and properly investigated. Appropriate disciplinary and/or legal action will be taken.
3.5 Employees and all sub-contractors are required to sign Non-Disclosure Agreement prior to commencement of employment or any business dealing.
4. Business Gift
4.1 DUFU encourages its directors and employees to act in the Company’s best interest with customers and suppliers. In the dealings and transactions, Dufucian may not provide or accept gifts, meals, or entertainment from a customer, supplier, or partner as it would influence their decisions on behalf of DUFU or create the appearance of a conflict of interest.
4.2 Generally, gifts, meals or entertainment of a nominal value are permissible if they help further a legitimate business relationship for DUFU and if the frequency or timing of their receipt does not create an actual or apparent conflict of interest. Otherwise, Dufucian should gracefully decline them. If the employee is unsure whether they may give or accept a proposed gift, entertainment, or meal, they should discuss it with their manager or Human Resource Department.
5. Insider trading
5.1 Substantial shareholders, Directors and senior executives of the Company are regarded as insiders under the Act, the Listing Requirements and/or the Capital Markets and Services Act 2007, and are prohibited from making improper use of the information obtained by virtue of their position in order to obtain an advantage for themselves or any other person.
However, Directors are limited in their ability to deal in the Company’s shares by reason of their position as insiders and or while in possession of insider information.
5.2 Pursuant to Chapter 14 of the Listing Requirements, Directors and Principal Officers of the Company are restricted from dealing in securities of the Company during closed periods (as defined under the MMLR, which will be notified to the Directors from time to time) and when in possession of material unpublished price sensitive information affecting the Group,
5.3 Directors may deal in the shares of the Company during the closed periods subject to complying with the following conditions: –
(a) Before any proposed dealing in the shares of the Company, a written notice of intention to deal with the shares must be given to the Company.
(b) Upon receipt of the notice, the Company will immediately make an announcement to Bursa Malaysia, with among others, the following information:-
i. The director’s current shareholdings in the Company; and
ii. The director’s intention to deal in shares of the Company during closed period.
(c) The proposed dealing could only be effected after one (1) full market day from the date of the announcement made pursuant to paragraph (a) above.
(d) a written notice of dealing in shares of the Company must be given to the Company within one (1) full market day after the dealing and the Company will immediately make an announcement of such dealing to Bursa Securities. The following information should be included in the notice and announcement:
• date of dealing;
• consideration for the dealing; and
• number of shares purchased or disposed, both in absolute terms and as a percentage of all issued shares of that class.
For dealings outside closed periods, Directors must give written notice of the dealing to the Company within 3 market days after the dealing, and the Company will make an immediate announcement to Bursa Malaysia of such dealing.
5.4 Directors who possess inside information relating to the Company must not deal in the shares of the Company.
6. Money laundering
6.1 A reputation for integrity, both in its business behaviour and in its management systems, is crucial to DUFU’s achievement of its business goals and to the fulfillment of the corporate responsibilities. Therefore, DUFU is committed to the standards of Anti-Money Laundering Act, 2001 (“AMLA”) and requires directors and employees to adhere to these standards to prevent use of the services for money laundering purposes.
6.2 Under the Malaysian anti money-laundering law, money laundering is deemed, inter alia, as ‘an act of a person who engages directly or indirectly in a transaction that involves proceeds of an unlawful activity.’ As defined under section 3 of the AMLA, it is any act which ‘acquires, receives, possesses, disguises, transfers, converts, exchanges or removes from or brings into Malaysia proceeds of any unlawful activity.’ The bottom line is that for a transaction to be deemed money laundering, the money or asset concerned must, first of all, be the subject matter of an unlawful act. Thus, drug money or money derived from crime or criminal acts is caught under the definition. Money gotten pursuant to kidnapping, robbery or extortion, for example, and transmitted in the aftermath is clearly laundered money. Even legal money can become illegal if moving it violates a country’s foreign exchange controls or other financial regulations.
6.3 Dufucian shall not engaged in Prohibited Activities. DUFU would not do business with
– Anonymous customers or vendors;
– Client engaged in activity which is deemed to be black listed (e.g. by a regulatory body);
– The Persons which are currently under any sanctions (international, national, other foreign applicable sanctions).
6.4 The Management of Dufu is required to monitor closely any activities that may contravene AMLA. The monitoring procedures include types of customer’s transactions, the profile of the customer, comparison of the customer’s activity and profile with that of a similar, peer group of customers. Likewise, similar procedure is required for outgoing payments to new suppliers and vendors.
6.5 Before the acceptance of new customer and part of its process in customer profilation, DUFU obtains a range of information from the customer and verifies this information (or some of it) through the use of reliable, independent source documents, data or information such as Suruhanjaya Syarikat Malaysia (“SSM”). As a mandatory part of the Customer Information Analysis process, Management perform screening of the parties involved against internal and external restricted and black lists.
6.6 Any information pointing to money laundering or terrorist financing must be reported to the relevant authorities in accordance with the requirements of Applicable Legislation.
E. Appropriate Communication and Feedback Channels
1. Dufucian or external parties are to report genuine suspicions of non-compliance with the CCE without fear of retribution or retaliation.
2. Confidentiality will be maintained to the fullest extent possible. All reports are subject to appropriate investigation and are brought to full closure using systematic processes and tracking systems. It is a breach of DUFU’s CCE to fail to report a violation or suspected violation that employees know about or to refuse to cooperate with the investigation of a suspected violation.
3. The reporting of non-compliances with the CCE may either be made to the Director of Human Resources Department, Chief Executive Officer or Investigation Officers depending on its severity. The Investigating Officers attending to any case raised are:
Ms. Chen Chu Huang
Ms. Joyce Wong
DUFU Board reserves its right to amend or modify the CCE in whole or in part, at any time without assigning any reason whatsoever.
This CCE Policy has been updated and adopted by the Board on 27 November 2017.