Code of Conduct and Ethics

Code of Conduct and Ethics

1. Introduction

UCHI upholds the highest of ethical and professional standards through fair and honest dealings with employees.  UCHI is committed in a working environment where there is a mutual trust and respect.  Disciplinary action will be taken accordingly for those employees purposely breach the below principle and cause direct or indirect damages to the Company.    

2. Objective

This Code is formulated to enhance the standard of corporate governance and behaviour with a view to achieve the following objectives: –

1. 1. To uphold the spirit of social responsibility and accountability of the Company in line with the legislations, regulations and guidelines governing it.
   2. To maintain our high corporate standard that have characterized our approach to business in the past demand high professional standards, place a premium on integrity and fair dealing in relationship with our customers, suppliers, communities and employees.
   3. To establish standard of ethical conduct for directors based on acceptable belief and values that one upholds.
   4. To take it as a testament of our commitment to subscribe to the following principles when conducting business.

3. Scope

This Code applies to all individuals working for Uchi Technologies Berhad (“the Company”, “Group” or “UCHITEC”) and its subsidiaries, at all levels and grades. This includes Director, Senior Management, manager, employees (collectively the “Employees”) who are employed full time, on probation, contractually and temporarily by the Company.

4. Principles

The Company uphold the highest ethical and professional standards through fair and honest dealings with directors, employees, business partners, stakeholders and other person having dealings with the Company, as follows:

• Director; We are committed to carry out our duties in an honest, fair, diligent and ethical manner, within the scope of the authority conferred upon them and in accordance with the applicable laws, rules, regulations, guidelines and internal policies and relevant procedures. We always comply to the principles derived from corporate governance practices which including duty to act in the public interest and best interest of UCHI, we have a duty to act in good faith having regards to the best interests of the Company and its shareholders and stakeholders; integrity, we discharge and perform our duties to Company, its shareholders and other stakeholders by honestly observing high standards of ethical behaviour and abiding by all laws, rules and regulations; accountability, we exercise independent oversight and make decisions solely on merits and social responsibility, we take into account sustainability considerations in setting the strategy direction of the Company.
• Employees; We are committed to diversity in a working environment where there is mutual trust and respect and where everyone feels responsible for the performance and reputation of our Company. We will recruit, employ and promote employees on the sole basis of the qualification and abilities needed for the work to be performed. We endeavour to support fair practices in the work place and equal opportunities in employment regardless of race, creed, religion and national origin. We are committed to provide safe and healthy working conditions for all employees and will not use any form or coercion, compulsory or child or illegal labour. We believe in continuous training and development to equip employees with required skills and capabilities to perform their work effectively. We strive to maintain good working relationship with employees through open communication and consultation procedures.
• Business partners or Associated Third Parties; We are committed to establishing mutually beneficial relations with our suppliers, customers and business partners. In our business dealings, we expect our partners to adhere to business principles consistent with our own. We place high importance on customer satisfaction and good faith in all agreements, quality, fair pricing and after sales service.
• Shareholders; We will conduct our operations in accordance with the internationally accepted principles of good corporate governance. We will ensure timely, regular and reliable information on our activities, financial situation and performance are provided to shareholders.
• Community involvement; We strive to be a trusted corporate citizen and as an integral part of society, to fulfil our responsibilities to the societies and communities in which we operate.
• Environmental commitment; We are committed to making continuous improvements in the   management of our environment impact and to the longer-term goal of developing a sustainable business. We will work in partnership with others, whenever possible, to promote environmental care, increase understanding of environmental issues and disseminate good practices.

5. Compliance – Monitoring – Reporting

5.1. Compliance with these principles is an essential element in the Company success. The Board of Directors of the Company (“Board’) is responsible for ensuring these principles are communicated to and understood and observed by all employees of the Company. Day to day responsibility is delegated to the Head of the respective department. They are responsible for implementing these principles, if necessary, through more detailed guidance tailored to required needs. Assurance of compliance is given and monitored each year.

5.2. Compliance with the Code is subject to review by the Board. Any breaches of the Code must be reported in accordance with prescribed procedures. The Board will not criticise Management for any loss of business resulting from adherence to these principles and other mandatory policies and instructions.

5.3. The Board expects employees to bring to their attention, or to that Senior Executive Board or to the Senior Independent Non- Executive Director, any breach or suspected breach of these principles.  Provisions has been made for employees to be able to report in confidence and no employee will suffer as a consequence of doing so.

6. Code of Conduct for Director

A Code of Conduct for Directors has approved by the Board. In the performance of his/ her duties a director should always:

• have a clear understanding of the aims and objectives, capabilities and capacity of the Company.
• devote time and effort to attend meetings and to know what is required of the Board and each of its members and to discharge those functions.
• ensure at all times that the Company is properly managed and controlled.
• stay abreast of the affairs of the Company and be kept informed of its compliance with relevant legislations and contractual requirements.
• insist on being kept informed on all matters of importance in order be effective in corporate management.
• devote his/ her time and effectiveness by limiting his/ her directorship of companies to a number in which he/she can do the best.
• access to the advice and services of the Company secretary in ensuring the board is complying with proper procedures, rules and regulations.
• at all times exercise his/ her powers for the proper purpose and aims of the Company and for the benefit and prosperity of the Company.
• disclose immediately all contractual and personal interests whether directly or indirectly with the Company.
• neither divert to his/ her own advantage any opportunity that the Company is pursuing nor use any confidential information obtained by reason of his/ her office for his/ her own advantage or that of others.
• at all times act with utmost good faith towards the Company in any circumstance and to act honestly and responsibly in the exercise and discharge of his/ her powers and duties.
• be willing to exercise independent judgment.
• be conscious of the interest of shareholders, employees, creditors and customers of the Company.
• ensure adequate safety measures and provide proper protection to employees at work places.
• ensure effective use of natural resource and to improve quality of life by being more proactive to the needs of the community.
• ensure that the activities and operations of the Company do not harm the interest and well-being of the community.

7. Code of Conduct for Employees

A Code of Conduct for all Employees is available in Company’s Employee Handbook. In the performance of he/ her in the Company, he/ she should always: –

• familiar and are expected to follow the policies set by the Company while carrying their own jobs and conducting the Company’s business.
• know and comply with all other company procedures or guidelines related to your job.

• alert to any violation of the Company’s policies that may result in disciplinary action (refer to Disciplinary Action Policy), up to and including termination of employment.

• behave appropriately at work and comply with the policies for acceptable workplace behaviour.

Please refer to UCHITEC Employee Handbook for further details

Code of Ethics for Employees

8. Conflict of Interest

8.1. A conflict of interest exists when employee, through his/ her position, enables him/ her to obtain an improper gain or advantage, and such gain or advantage adversely affects the Group’s interest. 

8.2. Employee in Company may not conduct outside business. Employees that conduct outside business in any way may create a conflict of interest or detracts from their ability to meet the requirements of his/ her position at UCHI.

8.3. Conflict of interest including but not limited to self-employment or moonlighting, working for a competitor, working for another company with goods and service which are provided by the Company, unauthorized disclosure of business confidential information or using confidential or proprietary information or processes gained as a Company employee for personal gain and holding unauthorized meetings in the Company premises.

8.4. If these or other problems arise in connection with employee engaging in outside business, discuss the situation with the identified Senior Executive Board personnel or his/ her designate.

8.5. As an illustration, the affected Employee must notify the relevant identified Senior Executive Board personnel or his/ her designate if his/ her family member has any business dealings with the Group.

9. Bribery and Corruption

9.1. UCHITEC takes zero-tolerance approach to corruption and bribery, all Employees are prohibited from offering or receiving of any form of bribery to or from any Associated Third Parties. Any violation of the Anti-Bribery and Corruption Policy will be regarded as serious matter and will result in disciplinary action, including dismissal and termination in accordance with local law.

9.2. All Employees shall maintain a straightforward and clear-cut relationship with Associated Third Parties and abide by all reasonable contractual agreements and obligations.

9.3. All Employees shall demonstrate independence and avoid any relationship; financial or otherwise, with Associated Third Parties that could be unfairly influencing their judgment.

9.4. Any Employee will be accountable individually whether he or she pays a bribe himself or herself or whether he or she authorizes, assists or conspires with someone else to violate the Anti-Bribery and Corruption Policy. Punishment for violating the law are against him/ her as an individual and may include imprisonment, probation, mandated community service and monetary fines and others which will not be paid by UCHITEC.

9.5. Any individual and employee with any suspicious, concerns or believes regarding a violation with the Anti-Bribery and Corruption Policy has occurred or may occur in future, should raise up, notify and shall make report to the Company via the channel outlined in our Whistle Blowing Policy.

Please refer to Anti Bribery and Corruption Policy for further details.

10. Fraud

10.1. Fraud is defined as the intentional, false representation or concealment of a material fact for the purpose of inducing another to act upon it to his or her injury.

10.2. All Employees will be familiar with the types of improprieties that might occur within his/ her area of responsibility and be alert for any indication of irregularity.

10.3. All Employees have equal responsibilities to report any concern or information regarding fraudulent activities in the Company’s affairs.

10.4. The Company does not tolerate fraud in any of its business conducts. Therefore, any fraud that is detected or suspected must be reported immediately to the identified Senior Executive Board personnel or his/ her designate, who coordinates all investigations with the relevant parties, both internal and external.

11. Gifts, Entertainment and Other Benefits

11.1. All Employees are required to comply with the Gifts, Entertainment and Hospitality Policy and pertaining to the providing and accepting Gifts, Entertainment and Other Benefits. Travel and Hospitality are included as part of the Entertainment.

11.2. All Employees shall not accept or receive any Gift, Entertainment and Other Benefits from any Associated Third Parties of UCHITEC except if it is made from gestures that are construed to be legitimate contribution and provided that the Gifts, Entertainment and Other Benefits are presented in good faith and approval from Approving Officers are needed for accepting or receiving any Gift, Entertainment and Other Benefits from Associated Third Parties.

11.3. All Employees shall exercise proper care and judgement in respect of giving or receiving any Gifts, Entertainment and Other Benefits on a case-to-case basis.

11.4. The Gifts and Entertainment Declaration Form shall be filled by all Employees prior to the giving or receiving of any Gifts, Entertainment and Other Benefits to or from Associate Third Parties.

11.5. All Employees shall take into consideration the impact of their actions with regards to how their actions are perceived (i.e. Influencing their decision) and its impact towards the business operations of the Company prior to giving or accepting any Gifts, Entertainment and Other Benefits.

11.6. In cases where, it may be discourteous or impractical to return the Gifts, then the recipients must report and seek clearance from the Approving Officer with a maximum monetary value of equivalent to RM200 on annual cumulative basis, which may be directly or indirectly offered as a result of or in anticipation of the Employee’s and Associated Third Party’s position or performance of duties with UCHITEC or for cultivating good business relationship.

11.7. All Employees are strictly prohibited from offering Gifts, Entertainment and Other Benefits or seeking favours or preferential terms for his/ her own personal benefits to any Associated Third Parties whom he/ she has dealings in an official capacity.  Unless the gift act as a token of goodwill or appreciation presented to the Associated Third Parties. The offering of Gifts, Entertainment and Other Benefits is subjected to approving threshold.

Please refer to Gifts, Entertainment and Hospitality Policy for further details. 

12. Donation and Sponsorship

12.1. Donation and sponsorships can be part of UCHITEC commitment to society and a way of contributing to worthy causes. Unfortunately, even legitimate donations and sponsorships sometimes have the risk of creating the appearance of bribery and corruption.

12.2. All donation and sponsorship on behalf of UCHITEC must be ensured that they are given through legal and proper channels. Particular care must be taken in ensuring that the charities or sponsored organisations on the receiving end are valid bodies and are able to manage the funds properly.

12.3. All Employees are required to comply with CSR, Donation and Sponsorship Policy pertaining to the providing of donations and sponsorships.

13. Facilitation Payment

13.1. Facilitation payments are unofficial, improper, and small transfers of value offered or made to secure or expedite a routine or necessary action to which we are legally entitled.

13.2. Employees are prohibited from, directly or indirectly, offering or giving facilitation payments in order to achieve business or personal advantages.

14. Sexual Harassment

14.1. Sexual harassment is defined as any unwanted and unwelcome conduct of a sexual nature having the effect of verbal, non-verbal, visual, psychological or physical harassment; that might on reasonable grounds, be perceived by the recipient as placing a condition of a sexual nature on his/ her employment; that might on reasonable grounds, be perceived by the recipient as an offence or humiliation, or a threat to his/ her well being, but has not direct to his/ her employment. Sexual harassment can occur between individuals of different sexes or of the same sex.

14.2. Sexual harassment is a form of misconduct in the Company, Employee will be subject to disciplinary action up to and including dismissal for engaging in sexual harassment. Employee who makes false and malicious complaints of sexual harassment as opposed to complaints that are made in good faith will also be subject to disciplinary action.

14.3. An independent and through investigation in a manner that is as confidential as possible under the circumstances will be carried out on all complaints received alleging harassment.

Please refer to Harassment Policy and Sexual Harassment Policy in UCHITEC Employee Handbook for further details.

15. Confidential Information

15.1. Employee treats all information received confidentially.

15.2. Employee who suspects dishonest or fraudulent activity will notify the identified Senior Executive Board personnel/ Managing Director or his/ her designate immediately, and should not attempt to personally conduct investigations or interviews/interrogations related to any suspected fraudulent act.

15.3. Investigation results will not be disclosed or discussed with anyone other than those who have a legitimate need to know. This is important in order to avoid damaging the reputations of persons suspected but subsequently found innocent of wrongful conduct and to protect the Company from potential civil liability.

16. Company Belongings

16.1. Employee is not allowed to take any of the Company belongings out of Company premises.  Any Company belongings need to be taken out must be accompanied with gate passes duly signed by the authorized personnel (Dept. Head & above), failing which disciplinary action will be taken against the Employee. 

17. Insider Trading

17.1. Generally, a person who possesses information that is not generally available, and such information may have a material effect on the price of securities, shall not acquire or dispose such securities.

17.2. The general rule of thumb is that Employee who are in possession of price sensitive information are required to keep such information confidential and comply with the Capital Markets and Services Act 2007, the Listing Requirements of Bursa Malaysia Securities Berhad and all other applicable laws in respect of dealing in the securities of the Company.

17.3. Any concern personal please refer to the processes and procedures in Insider Trading Policy, which established by the Board with the primary objective of preventing abuse of inside information when dealing in the securities 

18. Compliance with Laws and Regulations

18.1. Employee should respect the law and to comply at all times with the regulatory requirements of the countries in order to act with integrity and avoid any conflicts of interest, avoid ourselves in situations which results in divided loyalties; and use, protect and keep confidential all the Company’s assets and business information responsibly and in the best interest of the Company. 

19. Policy Administration

19.1. Compliance with this Code is a requirement of initial and continued employment with the Company. Employee is required to indicate their understanding of this Code on a form provided to the employee upon their employment with the Company. Thereafter, the form will be filed in the employee’s personal file maintained at the Administration Department.

19.2. When it is determined that a violation of this Code has occurred, depending on the severity of the matter, the employee will be afforded a reasonable time to resolve the conflict, failing which the employee may be subject to disciplinary action.

Please refer to Disciplinary Policy and Disciplinary Action Policy in UCHITEC Employee Handbook for further details.

In the event that any employee has any query pertaining to this Code or Policy, the employee is encouraged to seek clarification from the Administration Department.