Code Of Conduct & Business Ethics

This Code of Conduct & Business Ethics (“the Code”) is the foundation of Yenher Corporate Governance to ensure that operating activities that guide the employees of the Yenher Holdings Sdn Bhd (“the Company”) and its subsidiaries (“Yenher Group”). The Code consists of 3 aspects with 12 principles for acting in line with the law, ethics, and integrity.

Purpose and Scope of the Code 

This Code of Conduct and Ethics(“Code”) applies to all employees and directors of Yenher Group, including full-time or permanent employees, part-time employees, employees on probation, trainees and interns, employees on secondment and personnel on fixed-term contracts (collectively, “Employees”).

This Code sets out the principles to guide standards of behaviour and business conduct when Employees deal with third party. In this context, third party refers to any individual or organisation the Employee comes into contact with during the course of his/her work, and includes actual and potential customers, competitors, suppliers, contractors, distributors, business contacts/partners, agents, advisers, regulators, government and public bodies and officials, shareholders, investors and the community in which the Group operates in.

This Code is not a comprehensive guide that covers every ethical situation Employees may encounter in their course of work. In any circumstance which is not covered by this Code or in case of any doubt, Employees shall refer to his or her Head of Department or the Company’s Head of Human Resources Department for clarification or guidance.

Conduct At The Workplace

1.0 Accountability

1.1  All employees of the YENHER Group are responsible for acting in accordance with the Core Values, Policies and the Code of the YENHER Group and ensure compliance with the relevant laws, rules and regulations of the respective countries that the YENHER Group conducts its business in.

1.2  Any employee of the YENHER Group who violates the Code is deemed to have committed serious misconduct and may be subjected to disciplinary action, including dismissal, depending on the facts, severity and circumstances of each case. Any serious violations may also subject the individual employee to civil or criminal implications.

1.3  All employees of the YENHER Group are obliged to exercise reasonable care in safeguarding the YENHER Group’s properties and assets, including for the avoidance of doubt, data and intellectual property against any loss, damage, misuse, illegal use and/or theft and are expected to use such resources for the YENHER Group’s business purposes.

2.0 Record Keeping

2.1  All employees of the YENHER Group are to ensure that they undertake proper record keeping of all commercial arrangements, transactions, accounts, communications and information, particularly where it is required in law. Employees must never delete, destroy or discard any records without authorisation and particularly where it is to hide wrongdoing or a mistake.

2.2  Any falsification or improper alterations of records are strictly prohibited. This includes that an employee of the YENHER Group should not be giving instructions to any other person, including colleagues and third parties, to prepare or approve false or misleading records to either hide the true nature of the records, or to achieve an improper purpose that will otherwise be in violation of any laws or policies of the company or the YENHER Group.

2.3   Any discrepancies or inaccuracies within a record must be immediately and properly resolved with appropriate corrections, including informing any related parties who need to know of such corrections.

3.0 Personal Data Protection Notice

3.1  YENHER Group respects and is committed to the protection of employee’s personal information and privacy. The Personal Data Protection Notice issued to employees explains how the YENHER Group collects and handles employee information in accordance with the Malaysian Personal Data Protection Act 2010.

3.2   All employees of the YENHER Group, particularly employees who have access to personal data of any persons, whether employees, consultants, customers, suppliers, and/or any related party whereby personal data is processed and accessed, must not unlawfully use, access and/or revise such personal data for any purpose or reason. All employees are to ensure that such personal data processed within the YENHER Group is protected at all material times and in compliance with the applicable laws.

4.0 Handling of Information

4.1   YENHER Group greatly values and protects all confidential and proprietary information. Proprietary information includes but is not limited to emails, documents and all other files, electronic or otherwise, edited and/or stored on the YENHER Group equipment and are considered to be the exclusive property of the YENHER Group.

4.2  All employees of the YENHER Group are expected to exercise the highest possible standards of professionalism, ethics and integrity in order to protect the Group’s confidential information, assets and standing and ensure the proper use of the same.

4.3  Employees of the YENHER Group may have access to confidential and proprietary information during their employment with the YENHER Group. Such information cannot be shared, disclosed or utilised for personal gain or any other gain to any individual, business or third party entity, including family and friends, except where expressly approved by the relevant company under the YENHER Group, required by law and/or reasonably necessary for the purposes of carrying out your duties under employment within the YENHER Group. This obligation of non-disclosure is effective even after the termination of employment.

4.4  Where such confidential and proprietary information needs to be disclosed to persons outside the YENHER Group, the relevant parties are recommended to undertake all necessary measures to ensure that all confidential and/or proprietary information are sufficiently protected for instance through the execution of a non-disclosure agreement.

4.5  The YENHER Group reserves its right to take any and all appropriate action against previous or current employees who, whether directly or indirectly, breach the aforesaid obligation relating to the confidential and proprietary information of the YENHER Group.

4.6  In the event that you are unsure of what is permissible or non-permissible, you are advised to seek guidance from your head of department or the Human Resource Department.

Conduct in Business Ethics

5.0 Conflicts of Interest

5.1  All employees of the YENHER Group are obliged to act solely in the best interests of the Group at all times. All employees of the YENHER Group are not
permitted to:

a.  Engage, either directly or indirectly, in any act or practice that conflicts with, or appears to conflict with, the interests of the YENHER Group, even in their own time;

b.  Solicitor create business opportunities for themselves or anyone related to them in the course of their employment with the YENHER Group, particularly where it is a conflict of interests with the YENHER Group unless otherwise approved by the Executive Director(s) of the YENHER Group;

c.  Abuse their employment position in any manner to bring any personal, financial or other advantages for themselves or their relatives which is contrary to their employment and interests of the YENHER Group; or

d.  Use of any of the YENHER Group’s assets, data, intellectual property or resources, or abusing any loopholes in the YENHER Group’s process and procedures for personal interests and gain.

A conflict of interest may arise where:

a.  An employee has a personal relationship or financial or other interest that would or could potentially interfere with his existing obligations or exercise of
judgment in decision making as an employee of the YENHER Group; or

b.  Where a supervisor or a person in a position to determine the remuneration and/or promotion of a subordinate is in a personal, romantic or intimate
relationship with the subordinate.

5.2  All employees of the YENHER Group are obliged to disclose and report in writing as soon as practically possible concerning all potential and real conflicts of
interest, stating in detail the facts, nature and extent of the conflict. This written report should be made either to the employee’s immediate supervisor(s)
and/or executive director(s).

5.3  All employees of the YENHER Group must take prompt action in eliminating the said conflict if requested to do so by the YENHER Group. The YENHER Group
has the sole discretion in determining the nature of the conflict of interests and the next steps or disciplinary action to be taken in relation to it.

5.4  Where it is found that an employee of the YENHER Group is engaged in any activity that is in a conflict of interests with the YENHER Group which provides
personal and monetary gain, whether directly or indirectly, particularly where it is at the expense and loss of the YENHER Group, the YENHER Group is entitled
to claim compensation for such unlawful profiteering from the conflict of interest, which may include a deduction of the employee’s salary until such payments
are repaid in full or legal action against the employee.

Political Activities:

All employees of the YENHER Group have the right to participate as individuals in the political process of their local jurisdiction provided that all acts pertaining to the same are carried out entirely of the employee’s own volition, in his/her own time and using his/her own resources. The employee must ensure at all times that such activities will and do not have any impact on his/her performance at the workplace. The employee must ensure that his/her political views are clearly communicated as his/her personal political views and that it is not reflective of the position adopted by the YENHER Group and/or any of the companies under the YENHER Group. If any employee of the YENHER Group has any interest or intends to hold any key position as an office bearer in any political party, this interest or intention must first be disclosed to his immediate supervisor and / or head of department. Any director of any company under the YENHER Group who has any interest or intends to hold any key position as an office bearer in any political party must disclose such interest or intention to the executive directors of YENHERGroup. Employees of the YENHER Group are not permitted to endorse any political act, activity and/or event or political donation using the YENHER Group’s name, reputation and/or connections.

6.0 Insider Training

As a general policy, all Directors and employees of the Group are discouraged from engaging in speculative trading (as opposed to investing) in the Company’s listed securities, and are reminded to observe the prohibitions imposed on “insiders” in relation to Insider Trading under the Capital Markets and Services Act 2007.
All Directors and key management personnel, identified and designated by the Chief Executive Officer/Deputy Chief Executive Officer pursuant to the Board’s Corporate Disclosure Policy (“designated key management personnel”) are required to comply with Bursa Malaysia Securities Berhad’s Listing Requirements on Dealings in Listed Securities under Chapter 14.

Any Director or employee of the YENHER Group who is in possession of market sensitive information is prohibited from trading in the securities of the listed companies of the YENHER Group or any other listed company if that information has not been made public.

Market sensitive information is information which is reasonably expected to have a material effect on:
– the price, value or market activity of the Group’s listed securities, or
– the decision of a holder of the Group’s securities or an investor in determining his choice of action.

This prohibition extends to any act of disclosing the insider information to another person, including family members and friends, if the employee knows or reasonably knows that the other person would make a trade-in reliance on that information, even if the employee does not derive any direct economic benefit from the trade.Under the Capital Markets and Services Act 2007 (“CMSA”), an “insider” refers to a person who possesses information that is not generally available and which, upon it becoming generally available, would have a material effect on the price or the value of securities.

The scope of information is wide and includes inter alia:

a.  Matters of supposition and other matters that are insufficiently definite to warrant being made known to the public;

b.  Matters relating to the intentions or likely intentions of a person;

c.  Matters relating to negotiations or proposals with respect to commercial dealings or dealing in security;

d.  Information relating to the financial performance of the YENHER Group;

e.  Information that a person proposes to enter into, or has previously entered into one or more transactions or agreements in relation to securities or has prepared or proposes to issue a statement relating to such securities; and

f.  Matters relating to the future.

Employees are encouraged to consult with his or her manager or supervisor if they are uncertain of the status and nature of the information they possess.

7.0 Combating Corruption

The YENHER Group is determined to maintain a work environment where trust is of paramount importance.

All employees of the YENHER Group are required to adhere to the Anti-Bribery & Corruption (ABC) Policy which clearly sets out the Company’s policies in various matters that relate to bribery and corruption.

All companies under the YENHER Group, and/or their employees shall refrain from offering, promising, giving, demanding or receiving anything of value to them in the form of bribes and/or any other improper gratification.

All employees of the YENHER Group must refrain from any acts of bribery which takes the form of offering, promising, giving, demanding or receiving anything of value to anyone in the form of bribes, kickbacks and/or any other improper gratification (including gifts, hospitality and entertainment) to improperly influence the outcome of any transaction, whether it is for their own personal benefit or for the benefit of the YENHER Group.

The YENHER Group strictly does not tolerate any bribes given for purposes of obtaining or retaining business for the YENHER Group or provides an advantage to the businesses of the YENHER Group. The YENHER Group does not tolerate any such acts of bribery even in a personal capacity.

“Gratification” shall have the meaning defined in the Malaysian Anti-Corruption Commission Act 2009 which includes but not be limited to anything of monetary and non-monetary value or benefit to the person. Gratification can be money, donation, gift, loan, fee, reward, valuable security, property or interest in property, movable or immovable property, financial benefit, office, dignity, employment, contract of employment or services, agreement to give employment or render services in any capacity, any offer, undertaking or promise, whether conditional or unconditional, of any gratification, including favours or promise not to do something which is of value or beneficial to the recipient. Gratification does not have to be directly received by the employee, but it can also be received by anyone related to the employee that is beneficial, of value or advantageous to the employee.

Any gifts to be given by employees of the YENHER Group to any third party, if at all, must only be under circumstances which are approved by the employee’s head of department or Human Resource Department. It should only be a token gift either for purposes of expressing and / or exchanging appreciation, business courtesies, customary and festive purposes. Such gifts should not at any material time, be given with the intention of obtaining any favour or hopes of retaining business or undue influence for obtaining future business from the recipient of the gifts.

The YENHER Group recognises that the practice of giving and receiving gift varies between countries, regions, cultures, and religions, so the definitions of what is acceptable and not acceptable will inevitably differ for each. When dealing with public officials, employees of the YENHER Group should ensure that any giving or receiving of gifts do not relate to, in any form whatsoever, the public official’s official dealings or public duty. At all material times, employees are to ensure compliance with laws of their respective jurisdictions, and the higher standard will be applicable to all employees to avoid non-compliance of any laws on anti-bribery which may be applicable to the YENHER Group as a whole. “Public officials” are defined as any person who is a member, an officer, an employee or a servant of a public body.

In respect of any gifts, hospitality or entertainment in the commercial context:-

a.  The intention behind giving or receiving the gift, hospitality or entertainment must always be considered first. It should never be for an improper motive to obtain or retain a business, or to obtain some form of benefit or advantage, whether it is for the business or for the individual employee;

b.  If an employee is unsure of how to consider the motive behind any gifts, hospitality or entertainment offered, the employee must always disclose and refer
the matter to the immediate supervisor or head of department to obtain advice and also approval before proceeding;

c.  All employees of the YENHER Group are not allowed to give or receive any gratification, gifts, hospitality or entertainment where it is for an improper purpose and can be deemed as a gratification, regardless of whether it is to benefit the employee individually or to benefit the business of any of the YENHER Group;

d.  An employee must obtain prior clearance and approval from the immediate supervisor and/or head of department before giving or receiving any gifts to any person which is not of any improper motive;

e.  Where any gift is not improper and received before prior approval can be obtained, an employee must always disclose such gifts to the immediate supervisor and/or head of department, regardless of the value;

f.  Where it is difficult or inappropriate to decline the offer of a gift (i.e. when meeting with an individual of a certain religion/culture who may take offence), the gift may be accepted but it must be declared and surrendered to the employee’s immediate supervisor and/or head of department, who will assess the relevant circumstances and take the necessary steps, including returning the gift on the employee’s behalf, where appropriate or required to do so.

Any employee of the YENHER Group that breaches any of the above rules will be subject to disciplinary action as stated in the ABC Policy.

8.0 Whistleblowing 

The Company encourages employees to raise genuine concerns, including the reporting of unlawful, unethical or questionable behaviour, in confidence and without risk of reprisal.

The policy covers, but is not limited to:

a. Abuse of Power;

b. Bribery;

c. Breach of law;

d. Criminal Activity;

e. Conflict of Interest;

f. Danger to health and safety or the environment;

g. Sexual harassment;

h. Fraud;

i. Overpayment to suppliers or under any contract;

j. Miscarriage of justice;

k. Misuse of any property belonging to the YENHER Group;

l. Negligence;

m. Theft or embezzlement.

If any employee of the YENHER Group has concerns about any of the matters set out above or that the integrity of the YENHER Group is being compromised in any other way, the employee should bring this to the attention to the whistleblowing channel in respective companies under the YENHER Group, or to his/her immediate supervisor, head of department or a Human Resource Manager.

The YENHER Group does not tolerate retaliation against employees for any genuine reports made in relation to any commission of misconduct as stated above by any employee of the YENHER Group.

All employees of the YENHER Group must exercise sound judgment to avoid baseless allegations. The YENHER Group does not tolerate the use or abuse of the whistleblowing channel with the intention to scandalise. Employees who intentionally file false reports will be subjected to disciplinary action and possible termination.

Conduct in Public

9.0 Responsible Corporate Citizenship

The YENHER Group conducts its businesses ethically, honestly, and in compliance with the laws and regulations of the respective countries that it conducts its businesses in. The YENHER Group is committed to being a responsible employer and a good corporate citizen in line with our vision and values.

All YENHER Group activities including the sourcing, distribution, sale, repair and end of life treatment of products, must be conducted with respect and in consideration of issues relating to legal rights, health and safety, and the environment.

10.0 Social Media Policy

Employees of the YENHER Group are a representative of the YENHER Group at all times and are prohibited from bringing the YENHER Group’s (and each of the companies under the YENHER Group) name and reputation into disrepute.

All employees of the YENHER Group are reminded that any messages or posts made online are presumed to be public and permanent. Online messages or posts can be copied, forwarded or subpoenaed and the original publisher will have no control over the ultimate use, distribution and / or publication of the message or post. As such, all employees are strongly encouraged to exercise discretion at all times when using and publishing on online platforms.

11.0 Press Release and Public Statements

All queries and/or requests made by members of the third party media outlets are to be directed to the Directors of YENHER Group to ensure that a consistent and professional approach is adopted when addressing all external media queries.

All employees of the YENHER Group are not permitted to make any public releases or public statements on behalf of the YENHER Group, or any of the companies within the YENHER Group, whether orally, in writing or otherwise, without having obtained prior written approval from their executive director.

12.0 Business Associates

The YENHER Group works with a vast network of business associates and partners across the region. Whilst they are not employees of YENHER Group, we expect them to have policies and principles consistent with the Anti-Bribery and Corruption Policy in all their business dealings whether with the YENHER Group, on behalf of YENHER Group, or any business dealings which are related to the YENHER Group.

YENHER Group has zero tolerance of business associates and partners who do not conduct themselves in accordance to the principles of the ABC Policy where it brings disrepute or legal implications to the YENHER Group. Any non-compliance with the principles of the ABC Policy by business associates and partners may lead to the review and/or termination of any agreement with such parties.