1. SCOPE AND APPLICATION(a) This Code of Conduct & Ethics (“Code”) shall apply to Pesona Metro Holdings Berhad and all subsidiaries of the Company (collectively called "PESONA"). This Code applies to all the personnel (defined as including directors and officers (generally known hereinafter as "officers") and employees who act for PESONA, within all sectors, regions, areas, and functions.
(b) In the performance of your duties, you shall at all times observe the highest principles of honesty, ethical standards of practices, integrity and fairness and adhere to the Code at all times. No exemption or suspension of this Code in whole or part will be permitted unless approved in advance by the Board of Directors of Pesona Metro Holdings Berhad or any other body to which the Board has delegated such authority.
(c) These principles are not exhaustive nor are they a restatement of the law and shall not serve as a replacement for basic common sense and responsibility. In event where cases are not addressed in the Code, you are to seek guidance and clarification from the Board. Breaches of this Code will be treated seriously and will lead to disciplinary action.
2. BURSA GUIDELINESPesona Metro Holdings Berhad is listed on Bursa Malaysia Securities Berhad ("Bursa"). PESONA is committed to best practice in corporate governance standards and adheres to the Bursa's Listing Requirements and the Malaysian Code on Corporate Governance on good corporate governance and best practice recommendations.
3. WHAT IS EXPECTED OF YOU?In the performance of your duties, you shall at all time observe the following:-
(a) Act honesty and with integrity and in an ethical and professional manner that protects our reputation;
(b) Understand and comply with legal requirements and PESONA's policies;
(c) Avoid actual or potential conflicts of interest; and
(d) Safeguard confidential information of the PESONA and respect the confidential information of other parties with whom we do business with.
4. ROLES & RESPONSIBILITIES.Directors shall at all times observe their roles and responsibilities listed hereunder as follows:
(a) Have a clear understanding of the aims & objectives, capabilities and capacity of PESONA;
(b) Devote time and effort to attend meetings and to know what is required of you and to discharge your responsibilities accordingly;
(c) Ensure that PESONA is at all times property managed and effectively controlled;
(d) Stay abreast of the affairs of the company and keep up-to-date on the relevant legislations under which PESONA operates;
(e) At all times exercise your powers for the purposes, benefit and prosperity of PESONA;
(f) Make proper and timely disclosures of all contractual interests whether direct or indirect where required;
(g) Shall not, without the consent of PESONA, use any information acquired by virtue of your position in the company for your own personal advantage;
(h) At all times act in the best interest and with utmost good faith in any transaction to be entered into by PESONA;
(i) Exercise clear and independent judgement, where appropriate, and if necessary openly oppose where the interest of PESONA is in jeopardy or at stake.
(j) At all time promote professionalism and raise the competency of the management and employees;
(k) Ensure adequate safety measures and protection are put in place for the benefit of workers and employees at work places where these workers and employees are deployed;
(l) Ensure that the operations and activities of PESONA do not harm the interest and well-being of the society at large or at the places and surroundings of PESONA’s operations.
5. WHAT ARE MANAGERS' & EMPLOYEES' RESPONSIBILITIES?(a) Managers have the additional responsibility of ensuring that the Code, all policies, standards and procedures of PESONA re communicated to all employees.
(b) Managers must be available to provide their direct subordinates with guidance on ethical behaviour and compliance relevant to their role and responsibilities.
(c) Managers are also responsible for creating an environment that encourages open discussion about ethical concerns.
(d) Employees shall at all time observe the principles of the Code, report to the management of any violation of the Code, escalate and seek advice from the management or the Board on ethical matters that cannot be resolved and abide with all legislation under which PESONA is subject to as well as adhere to all PESONA's policies, standards and procedures applicable for the time being.
6. CONDUCTING BUSINESS WITH INTEGRITY(a) You must comply with both the spirit and letter of the law, and exercise high standards of ethical conduct, in all business dealings with customers, suppliers and other stakeholders.
(b) Any form of bribery or corruption is prohibited. You must not solicit, provide, offer or accept bribes, kickbacks, corrupt payments, facilitation payments, offer inducements, make or give secret commissions or profits, make inappropriate gifts to Government Officials or any person or entity regardless of local practices or customs.
(c) You must comply with all applicable anti-bribery laws and regulations, including, but not limited to, the Malaysian Anti-Corruption Commission Act.
(d) All records, recordings and reporting of information, including but not limited to books and other financial records, must be accurate, complete, honest and a fair representation of facts. You should never cause records to be inaccurate or create records that are misleading or artificial.
(e) In your work, you may have access to information that is confidential to PESONA. Reasonable steps must be taken to maintain its confidentiality. You must not use it or disclose it to any person except in the proper performance of your duties, unless you obtain a prior written consent or unless you are required by law to disclose it.
(f) As a general rule, festive-related gifts and promotional gifts are acceptable provided the cost is reasonable, i.e. no more than RM300.00. All such gifts received should be declared to the Managing Director.
7. INSIDER INFORMATION AND SECURITIES TRADING(a) As part of your role and in the performance of your duties you may have access to inside information that is not generally available and which, if the information were generally available, it would have a material effect on the price of the Company’s shares or affect the investment decision of the Company’s investors.
(b) You must not buy, sell or otherwise deal in the Company’s shares while in possession of inside information. In addition, you must not encourage anyone else to deal in the Company’s shares while you possess inside information, or pass the inside information to anyone else if you know who will deal in the Company’s shares or encourage someone else to do so.
8. WORKING ENVIRONMENT(a) Workplace Safety
Workplace safety is a high priority for PESONA. PESONA is committed to providing a safe and satisfying working environment in which everyone is treated fairly and with respect and where employment decisions are based upon merit.
It is essential that all who work in or visit PESONA’s workplaces or sites can safely and competently perform their work duties. It is your responsibility to know and practice all health and safety rules and regulations applicable at workplace or sites.
Your ability to perform your job properly may be affected if you take alcohol or drugs. The use of illegal drugs, indulging in alcohol or other substance abuse at the workplace will affect your safety, the safety of others and PESONA’s business operations or reputation and are therefore strictly prohibited. Anyone found violating this prohibition or is in possession or selling and distributing illegal drugs would be severely dealt with.
(b) Anti-Discrimination and Anti-Harassment
PESONA respects the human potential of all employees and values the diversity of its employees and endeavours to be fair by hiring, training and rewarding its personnel based on merit, experience or other work-related criteria. PESONA is committed to creating a workplace:
- where everyone is treated fairly and equally
- where no-one is discriminated against on the basis of gender, age, race, religion, sexual preference or marital status; and
- where no employee or others who work in or visit our workplaces or sites is subject to, or commit an act of harassment while engaged in PESONA's business or in PESONA's premises.
(c) Workplace Issue Resolution
You are expected to maintain a harmonious workplace and to contribute to the resolution of workplace issues and disagreements in a prompt, fair and impartial manner.
(d) Performance Management
The primary objective of PESONA's performance management process is to improve performance and to correct inappropriate behaviour. Accordingly:
1. Performance and behaviour requirements will be clearly communicated so they are understood by all employees;
2. Unsatisfactory performance and inappropriate behaviour will be identified and promptly identified;
3. Employees will receive appropriate training in order to allow them to properly perform their tasks; and
4. Performance management processes will be applied fairly, impartially and with appropriate confidentiality.
(e) No Forced Labour / Child Labour
PESONA will not use any form of forced or involuntary or child labour. The term "child" refers to the definition under the local labour laws with regards thereto.
9. PROTECTION OF COMPANY'S ASSETS(a) You are responsible for protecting the Company's assets, including its proprietary information and the proprietary information of any third party in your possession obtained through the course of your work with respect to its confidentiality and limited use obligations. You are not to take for yourself any opportunity that is discovered through the possession of such proprietary information or use PESONA's or third party owner's property, information or position for personal gain.
(b) You must protect PESONA's property and the proprietary rights of others from theft, misappropriation or unauthorised use or disclosure.
(c) PESONA shall own and have exclusive benefit of the intellectual property rights over any report, webpages, software, product, service, process, concept, brand and image created or developed during the course of your employment with PESONA.
10. CONFLICT OF INTERESTS(a) You should avoid placing yourself in situations or entering into arrangements involving an actual or potential conflict between your personal interests and those of PESONA.
(b) In making business decisions, you must act on an informed basis, in good faith, and the action taken is in the best interest of PESONA.
(c) Examples of conflicts of interest include:
1. Actively participating in outside business activities which compete with the businesses or interests of PESONA;
2. Utilising commercially sensitive or confidential information obtained from PESONA for purposes other than those of PESONA;
3. Taking personal advantage of a business opportunity you became aware of through your role/position in PESONA; and
4. Engaging in conduct or activities that are in conflict with your ability to perform your duties and responsibilities to PESONA.
11. TRANSACTIONS WITH PESONA AND DISCLOSUREIf you are a director or member of senior management, any transactions with PESONA involving you, your immediate family or any companies or other entities controlled by you or them or in which they have a substantial interest, must first be disclosed to the Company's Board who will decide whether it is appropriate for the transaction to proceed.
12. HOW SHOULD I HANDLE A SITUATION NOT COVERED IN THIS CODE?If you have any questions that are not specifically addressed, please speak with your manager. Never hesitate to ask questions, raise concerns, or seek the guidance or assistance you need.
13. VIOLATIONS OF CODEThe Company's Officer should report to supervisors, managers, HODs or Head of Human Resource about the known or suspected illegal or unethical behaviour. The Company's Executive Directors and Senior Management shall promptly report any known or suspected violations of this Code to the Board.
Further, the Company has established a Whistleblowing Policy that provides an anonymous, secure and confidential communication channel for employees to raise genuine concerns or report any misconduct or wrongdoings. The provision, protection and procedure of the Whistleblowing Policy for reporting of the violation of the Code are available on the Company’s website.
14. BOARD APPROVALThis Code shall be periodically reviewed and updated in accordance with the needs of the Company.
This Code was last reviewed by the Board on 27 February 2019.