Table of Content
PART I – OVERVIEW
- Scope and Definition
- Amendments to the Code
- Declaration of Compliance
- Responsibility and Compliance with the Code
- Reporting of Violations of the Code
PART II – CODE OF CONDUCT
SECTION A: WORKPLACE CULTURE
- Equal Opportunity and Non-discrimination
- Workplace Safety and Health
- Violence and Weapon
- Harassment, Threat and Violence
- Drug, Alcohol and Prohibited Substances
- Activities Out of Working Hours
SECTION B: DUTIES OF GOOD FAITH, DILIGENCE AND INTEGRITY
- Conflict of Interest
- Accepting and Providing Gifts and Entertainment
- Purchasing and Procurement
- Bribery and Corruption
- Insider Trading
- Money Laundering and Tax Evasion
- Political and Charitable Contributions
- Relative of Employees
- Corporate Social Responsibilities
- Environment protection and energy saving
- Compliance with Laws
SECTION C: COMPANY INFORMATION, RECORDS AND ASSETS
- Data Integrity and Data Protection
- Protection and Use of Company Assets and Resources
- Records and Reporting
- Proprietary and Confidential Information
- Use of Social Media
PART I – OVERVIEW
This Code is to be read together with the B.I.G. Group Whistle Blowing Policy, Anti-Bribery Policy and Anti-Bribery Management System Guidebook (ABMS Guidebook)
This Code sets out the important principles and expectations to guide Employees in complying with the ethical values of business standards and personal conduct dealing with internal and external parties.
It is important to be aware that this Code is not a comprehensive guide that covers every ethical situation and cannot anticipate every situation which may morally or ethically compromise the Employee or the Group. In this regard, the Group expects its Employees to use their professional and sound judgment. In the event that there are differences between applicable laws and regulations, and the standard set out in this Code of Conduct, the highest standard consistent with applicable local laws shall be applied. In case of any ambiguity, the Employee shall consult and seek guidance from their immediate superior or Human Resource Department.
Employees are encouraged to consult with their immediate superior or Human Resource Department when there are issues or questions regarding compliance with the Code. Any evidence of violation to this Code or applicable laws are to be reported and reporting of factual violations shall never serve as a basis for disciplinary action.
2. Scope and Definition
2.1 This policy applies to all directors and employees of B.I.G Industries Berhad and its subsidiaries (collectively, “B.I.G Group”), including full-time or part-time employees, employees on probation, trainees and interns, employees on secondment and personnel on fixed-term contracts (collectively, “Employees”).
2.2 The B.I.G. Group business partners, consultants, vendors, distributors, business associates, independent contractors and stakeholders are also expected to agree to follow all applicable policies under this Code in which B.I.G. Group operates in.
2.3 “B.I.G.” denotes B.I.G. Industries Berhad or the Company.
2.4 “B.I.G. Group” or “Group” shall include B.I.G and its subsidiaries.
2.5 “Board” means Board of Directors of B.I.G.
2.6 “Head of Division”, “Head of Department” or “Head of Branch” denotes an individual employed within B.I.G Group and is responsible in managing all operational matters of the Division, Department or Branch.
3. Amendments to the Code
Updates or amendments to this Code may be made from time to time to be in line with any change in applicable laws and regulations, or changes to the Group’s vision and mission or other relevant factors. Employees shall be informed of any update or amendment to the Code.
4. Declaration of Compliance
Employees shall be requested to confirm that they have read, understand its content and agreed to comply with its terms throughout their employment or tenure with B.I.G. Group.
5. Responsibility and Compliance with the Code
5.1 Employees are to read, understand and comply with this Code at all times.
5.2 Employees are responsible to act in accordance with the policies, principles and guidelines detailed in this Code, and any update or amendment which may be issued from time to time by B.I.G. Group.
5.3 Employee shall be responsible to report violations or suspected violations of this Code and support the implementation of this Code. Any violation or suspected violation on this Code shall be reported to the Chairman of the Board (in the case of any Director) or the Employee’s Head of Division or the Group Human Resources (in the case of any Employee) or such other officer designated by the Group from time to time.
5.4 All Head of Division, Department and Branch are expected to take the appropriate and necessary steps to comply with this Code and to ensure that their team(s) have the information, guidance and support to comply with this Code as well as all relevant policies and procedures.
5.5 Non-compliance with this Code shall be treated seriously and may result in disciplinary action, including the possibility of suspension or dismissal, and if warranted, legal proceedings against the Employee. Violation of applicable laws may subject the Employee to civil and/or criminal penalties imposed by a governmental agency or a court, in addition to disciplinary action.
5.6 Employees who disregards or violates a provision of this Code, condones or knowingly fails to report a possible violation, deliberately makes a false report or fails to cooperate fully in any investigation of any violation, shall be subject to disciplinary action, up to and including the punishment of dismissal. In addition, disciplinary action may also be taken against any Employee who through lack of diligence or supervision, fails to prevent or report violations.
5.7 B. I.G. Group also expects all vendors, suppliers, contractors and their respective subcontractors and stakeholders to comply with this Code in their dealing with B.I.G Group. The selection of the aforementioned must be based on the track records, quality of their products and past services.
6. Reporting of Violations of the Code
6.1 Each Employee has the obligation to expeditiously report any violation or suspected violation of this Code, any other Group policy or applicable law, rules or regulation, in order to protect the Group, its stakeholders, its Employees and its customers or clients.
6.2 In the event an Employee obtained any information with respect to any such violation or suspected violation, the Employee is to report such information to Immediate Superior, Head of Division or bring the matter to the attention of the following where appropriate:
6.2.1 Executive Director
6.2.2 Head of Division
6.2.3 Head of Branch or Head of Department
6.2.4 Group Human Resources
6.3 All such submissions shall be treated confidentially to the extent reasonably practicable.
PART II – CODE OF CONDUCT
SECTION A : WORKPLACE CULTURE
1. Equal Opportunity and Non-discrimination
B.I.G. Group upholds the principle of diversity of workforce, equal opportunity, non-discrimination and fair treatment in all aspects of employment, including recruitment and hiring, compensation and benefits, working conditions, training, rewards and recognition, career development and retirement.
Employees must strive to create a workplace where everyone is treated fairly and equally, which is free from discrimination or harassment based on race, religion, political opinion, membership in political group, gender, sexual orientation, marital status, national origin, disability, age or other factors that are unrelated to the Group’s legitimate business interests.
2. Workplace Safety and Health
B.I.G. Group is committed to provide a safe and conducive work environment, prevent injuries and illness and promoting safety practices to all Employees. Training shall be provided to Employees for their understanding on awareness of safety and occupational health policies and procedure in the work place, safety obligations and the compliance requirements on safety regulations.
Employees are required to comply with the safety and health regulations and instructions issued from time to time. Any Employee who falls to comply with the regulations and instructions shall render himself / herself liable for disciplinary action.
Any injury suffered in an accident at work must be reported to the Head of Division and / or Head of Operations and Engineering immediately for necessary action.
Safety at the work place is everyone’s responsibility.
3. Violence and Weapons
3.1 No Employee shall threaten or use violence to restrain, coerce or intimidate any persons in or outside B.I.G. Group.
3.2 It is the Group’s policy to prohibit the possession of weapons or dangerous goods that potentially caused harm to other person on all Group’s premises, worksites and at all functions sponsored by the Group except designated personnel authorised by the Police Department to carry firearms.
4. Harassment, Threat and Violence
B.I.G Group seeks to provide a work environment where Employees are treated with respect and free from of harassment, threat, intimidation, violence, unwelcome sexual advances, abuse of position of authority, inappropriate dressing in violation of the Group’s dress code, possession of weapons of any type or any other inappropriate behavior.
Employees are to be responsible and any grievances shall be investigated with appropriate action to be taken to curb such conduct and prevent future occurrences.
5. Drug, Alcohol and Prohibited Substances
Employees are expected to perform their duties free from the influence of any substance that could impair job performance or pose unacceptable safety risk to the Employee or others. B.I.G Group therefore prohibits working under the influence of alcohol, illegal drugs or controlled substances. In addition, the use, possession, distribution or sale of alcohol, illegal drugs or other controlled substances in the workplace (other than for approved medicinal purposes) is strictly prohibited.
There may be Group sponsored events or functions where the serving of alcoholic beverages is permitted. In these cases, all appropriate liquor laws must be complied with.
Employees who are found to work under the influence of illegal substance or have unauthorised possession of such illegal substances within the Group’s premise are deemed to have committed an act of misconduct which may render them to strict disciplinary action, including dismissal.
6. Activities Out Of Working Hours
Employees shall be representing the Group at anytime and anywhere during employment; hence, Employees are advised to act courteously and refrain from any acts that shall create negative image on Group whether during or out of working hours, especially Employees who are wearing the Group’s uniform and/or carrying any items with the Group’s logo that represent the Group’s brand name.
SECTION B: DUTIES OF GOOD FAITH, DILIGENCE AND INTEGRITY
1. Conflict of Interest
To be read together with Section 6 of the Anti-Bribery Policy and Section W of the ABMS Guidebook
1.1 Employees have an obligation to act in the best interest of B.I.G Group at all times. All Employees must avoid and/or declare any situations, activities or relationships which might conflict with the legitimate business interests of the Group. Such a conflict shall exist where an Employee compromises his or her ability to act with total objectivity with regard to the Group’s business interests.
1.2 An Employee shall be considered to have a conflict of interest when his/her personal interests or activities:-
1.2.1 influence his/her judgment when acting on behalf of the Group;
1.2.2 hinders or interferes the performance of the Employee;
1.2.3 result in the Employee obtaining personal gain by using his/her position in the Company or the Group’s information or assets;
1.2.4 result in the Employee obtaining personal gain by conducting the Company’s business with family members;
1.2.5 jeopardise the Group’s reputation; or
1.2.6 result in the Employee competing with the Company’s business or diverting business from the Group.
1.3 Employee shall avoid conflicts of interest whenever possible. If any Employee has any doubt about whether an activity may create a potential or actual conflict of interest, the Employee is obliged to disclose the conflict promptly to the Chairman of the Board (in the case of any Director) or the Company’s Director, Group Human Resources or Employee’s Head of Division (in all other cases) so that a determination can be made as to the existence and seriousness of an actual conflict. When in doubt, Employees shall adopt the highest standard of conduct.
1.4 Employees are prohibited from using their position or knowledge gained directly or indirectly in the course of their duties and responsibilities or employment for private or personal advantage.
1.5 Employees shall not have a financial interest in any organisation that the Group conducts business with or compete with if that interest results in or appears to present a conflict of interest situation for the Employees with the Group.
1.6 An Employee or relative of an Employee must not have any direct or an indirect ownership or other interest in any supplier of goods or services to the Group, any customer of the Group, or any competitor of the Company, unless it has been disclosed and written consent has been obtained from the Board of Directors. All such relationships are subject to the relevant disclosures and written consent on a case by case basis.
1.7 If any Employee becomes aware of a business opportunity that might fall within the Group’s business purpose and practice, the Employee must not take advantage of this opportunity for personal gain and must inform their immediate superior or Head of Division of the said business opportunity.
2. Accepting and Providing Gifts and Entertainment
To be read together with Section 3 of the Anti-Bribery Policy and Section F of the ABMS Guidebook
As a general rule, Employees are discouraged from giving or accepting gifts, entertainment or other benefits to or from business partners. Under no circumstances is it acceptable to offer, give, solicit, receiving any forms of bribe, kickback or gratuities. This applies to all B.I.G. Group transactions, even where the practice is widely considered as “a way of doing business”. B.I.G. Group expects its Employees to compete fairly and ethically for all business opportunities. Notwithstanding this, B.I.G Group recognizes that the occasional acceptance or offer of modest gifts and entertainment may be a legitimate custom or practice in business relationships.
The following guidelines shall be observed:
2.1 Employees shall not give or accept gifts or any other benefit or privilege that would in any way influence or appear to influence any business decision or gain an unfair advantage.
2.2 The situation in which the gifts, entertainment and other benefits is received or given shall not be connected with contractual negotiations, awards or similar circumstances.
2.3 Employees may provide meals, refreshments or entertainment to customers, contractors, suppliers, public officials 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.
2.4 Employees must not offer gifts, commissions, gratuities or other payments to prospective or existing customers, contractors, suppliers or public officials in contravention of the provisions in the Anti-Bribery Policy and ABMS Guidebook.
3. Purchasing and Procurement
To be read together with Section E and I of the ABMS Guidebook
3.1 All procurement and purchasing decisions shall be based solely on the Group’s best interest, covering product or services suitability, pricing, delivery and quality. Due considerations shall be given to:-
3.1.1 Treating all suppliers, contractors or service providers fairly.
3.1.2 Confidentiality by ensuring that no information being disclosed during the quotation compilation process.
3.1.3 Obtain at least two or more quotations from different supplier, service provider or contractor.
3.1.4 Other operational considerations as advised by the respective business units.
3.2 All procurement or purchasing agreements shall document services or products to be provided with specific deliverable milestones to enable independent verification when the need arises.
4. Bribery and Corruption
To be read together with the Anti-Bribery Policy and the ABMS Guidebook
B.I.G Group is committed to acting professionally, fairly and with integrity in all its business dealings and relationships wherever it operates and in implementing and enforcing effective systems to counter bribery and corruption.
Employees shall not offer, give, solicit or accept any bribes in order to achieve any business or personal advantage for themselves or others or engage in any transaction that contravene any applicable anti-bribery or anti-corruption laws.
Employees shall be cognizant of the fact that bribes may be in any form, monetary or otherwise including but are not limited unauthorised remuneration such as referral fee, commission or other similar compensation, material goods, services, gifts, business amenities, premiums or discounts of an inappropriate value or of an unreasonable level or that are not generally offered to others or that prohibited by law or may reasonably be viewed as having crossed the boundaries and lawful business practice.
Prior to giving or accepting any business amenity or other gifts (in whatever or value), Employees shall assess the appropriateness of their actions by assessing if the action could influence or could reasonably give the appearance of influencing the business relationship of B.I.G. Group with that organisation or individual or any business decision arising out of that business relationship.
5. Insider Trading
Employees who are in possession of market sensitive information are not allowed to trade in securities of the Group or its subsidiary any information that has not been made public. In the context of Malaysian law, insider trading is an offence defined under the Capital Market and Services Act 2007. The laws of other country on insider trading may be applicable in the context of inside information concerning Company listed outside of Malaysia.
Employees are also prohibited from disclosing any non-public price sensitive information to any third party. Employees must ensure that all transactions in the Company shares comply with the procedures set out in the Bursa Malaysia Listing Requirements and the law on insider trading.
6. Money Laundering and Tax Evasion
Money laundering is a process by which persons or groups try to conceal the proceeds of illegal activities or try to make the sources of their illegal funds look legitimate. Money laundering is an offence under the Anti-Money Laundering and Anti-Terrorism Financing Act 2001 in Malaysia.
Employees shall always ensure that they are conducting business with reputable customers, for legitimate business purposes and with legitimate funds. Employees need to be mindful of the risk of B.I.G Group’s business being used for money laundering activities and tax evasion. If any Employee suspect money laundering activities or tax evasion, it shall be reported to their immediate superior or head of division.
7. Political and Charitable Contributions
To be read together with Section 3 of the Anti-Bribery Policy and Section G and H of the ABMS Guidebook
Employees shall not use the B.I.G. Group’s funds and resources to make contributions to any political campaign, political party, political candidate or any of Employee’s affiliated organisations.
8. Relative of Employees
Employees shall disclose to the Group if any relative provides any form of goods or services direct or indirect to the Group, or is a competitor, vendor, business partner, contractor or consultant to the Group. Employees shall avoid or abstain from participating in or making decisions on any deal involving Employee’s relative.
If Employee’s relative is competitor or supplier of B.I.G. Group or is employed by one, Employees are expected to exercise extra caution in their communication and conduct to ensure the security and confidentiality of information important to the Group and to avoid and/or create a conflict of interest situation.
The definition of “relative” according to MACC Act 2009 comprises
- Employee’s spouse,
- brother or sister of the Employee
- brother or sister of the spouse of the Employee
- lineal ascendant or descendent of the Employee
- lineal ascendant or descendent of the spouse of the Employee
- lineal uncle, aunt or cousin of the Employee
- The son in-law or daughter in-law of the Employee.
9. Corporate Social Responsibilities
B.I.G Group is committed to be a responsible corporate organisation. Employees shall recognize the importance to integrate corporate business values and operations to meet the expectation of shareholders. Employees shall develop and participate in community programs which enhance the quality of life especially those related to healthcare, education, sports and the environment.
10. Environment protection and energy saving
B.I.G believes in building a sustainable future. Employees shall endeavour to work with contractors to ensure products are delivered in a socially and environmentally responsible manner. Employees shall dispose of site wastes in proper and environment friendly manner, and using energy in responsible and efficient manner.
11. Compliance with Laws
B.I.G Group is committed to do business the right way, by acting ethically and consistently with this Code, its policies and all applicable laws, rules and regulations. Employees have a continuing obligation to familiarize themselves with applicable laws relating to their responsibilities and B.I.G Group policies.
SECTION C: COMPANY INFORMATION, RECORDS AND ASSETS
1. Data Integrity and Data Protection
B.I.G Group has put in place the Consent Personal Data Protection Form and Employees shall be required to completed the consent form for record, manage, store and transfer necessary data and records in compliance with applicable legal, tax, regulatory and accounting requirements.
All B.I.G Group’s computer and other information and communication technology (“ICT”) facilities must be safeguarded against theft, damage and improper usage. B.I.G Group does not permit the usage of ICT facilities involving sensitive and illegal matters, infringement of intellectual property rights, unauthorised access, misuse of the Group’s time and resources and risking of the integrity of B.I.G Group’s ICT facilities.
Employees must take measures to avoid unauthorised disclosure, e.g. by securing access to confidential records. Communication or disclosure of confidential, proprietary or personal information to competitors, customers, supplier, consultants, service providers, trade associations or other third parties are to be with authorisation by B.I.G Group Board of Directors or its representative whereby a non-disclosure agreement has been signed. Confidential, proprietary or personal information or ideas received from third parties shall not be used, processed, disclosed or communicated unless the third party’s consent has been obtained and the appropriate safeguards are in place. Any confidential, proprietary or personal information must not be disclosed or discussed outside the scope for which the information was provided.
2. Protection and Use of Company Assets and Resources
B.I.G. Group provides Employees a variety of resources and assets including licensed software for Employees to deliver their work. Employees shall safeguard and make proper and efficient use of the assets and resources in compliance with all applicable laws, company policies and licensing agreements, and take all necessary steps to prevent loss, damage, misuse, theft, fraud or destruction of B.I.G Group assets and resources.
3. Records and Reporting
B.I.G Group has sets out the time period to retain and destroy data and records, based on the specific statutory and regulatory requirements, some of which are specific to particular business operations or functions. Employees are responsible to retain and store proper records in compliance with Group’s policy, legal and regulatory requirements.
4. Proprietary and Confidential Information
Employees are required to protect B.I.G Group’s confidential information and guard them against unauthorised disclosure or use. Employees are also required to protect confidential information of third party which Employees have access to in the course of their work. Confidential information includes, but are not limited to, data and technical know-how, business plan and budget, product design, customer list and information, information on current and future projects and work processes, and any non-published financial or other data. Unless required by law or authorised by the Group, Employees shall not disclose confidential information or allow such disclosure or use confidential information for unauthorised purposes. This obligation continues beyond the termination of employment.
5. Use of Social Media
5.1 Employees are to exercise good judgement and personal responsibility whenever using personal social media sites and tools.
5.2 Employees are expected to be respectful and professional when using a personal site or account that may enable the identification as an Employee of the Group
5.3 Employees are strictly prohibited from disclosing the Group’s non-public or confidential information and/or engaging rumours or speculations about the Group in your personal social media activities.