The principle of this Code of Conduct and Ethics (“the Code”) is based on principles in relation to sincerity, integrity, responsibility and corporate social responsibility.
This Code of Ethics is formulated to enhance the standard of corporate governance and corporate behaviour with the intention of achieving the following aims:-
To establish a standard of ethical behaviour for the Officers based on trustworthiness and values that can be accepted, are held or upheld by any one person.
To uphold the spirit of responsibility and social responsibility in line with the legislation, regulations and guidelines for administrating a company.
To direct attention of the Officers to the areas of ethical risk, provide guidance to Directors to assist them to identify and handle ethical issues, provide procedures to report unethical practices, and encourage the development of a culture of honesty, trust, responsibility and accountability.
The Code cannot and do not cover every issue that may arise or every situation where ethical decision must be made, but rather set forth key guiding principles and policies. Officers are encouraged to highlight and discuss matters of particular circumstances that may affect the Company’s reputation or image in a negative manner arising from the ordinary course of business to the attention of the Audit Committee Chairman and/or to the Officers or any related party transaction or conflict of interest situation that may arise within the Company and the Group including transactions, procedure or course of conduct that raises question or doubt of management integrity.
The Board of Directors of LYC Healthcare Berhad (“the Company”) has adopted the following the Code for Directors, Management and Officers of the Company and its subsidiaries (“the Group”). All Directors, Management and Employees of the Group shall be referred to as “Officers” hereon.
4.0 CODE OF ETHICS
In the performance of his duties, an Officers should at all times observe the following Codes:
4.1.1 Corporate Governance
- Should have a clear understanding of the aims and purpose, capabilities and capacity of the company;
- Should devote time and effort to attend meetings and to know what is required of the board and each of its Directors, and to discharge those functions;
- Should ensure at all times that the company is properly managed and effectively controlled;
- Should stay abreast of the affairs of the company and be kept informed of the company's compliance with the relevant legislation and contractual requirements;
- Should insist on being kept informed on all matters of importance to the company in order to be effective in corporate management;
- Should limit his directorship of companies to a number in which he can best devote his time and effectiveness; each Director is his own judge of his abilities and how best to manage his time effectively in the company in which he holds directorship;
- Should have access to the advice and services of the company secretary, who is responsible to the board to ensure proper procedures, rules and regulations are complied with;
- Should at all times exercise his powers for the purposes they were conferred, for the benefit and prosperity of the company;
- Should disclose immediately all contractual interests whether directly or indirectly with the company;
- Should neither divert to his own advantage any business opportunity that the company is pursuing, nor may he use confidential information obtained by reason of his office for his own advantage or that of others;
- Should at all times act with utmost good faith towards the company in any transaction and to act honestly and responsibly in the exercise of his powers in discharging his duties; and
- Should be willing to exercise independent judgment and, if necessary, openly oppose if the vital interest of the company is at stake.
4.1.2 Relationship with Shareholders, Employees, Creditors and Customers
- Should be conscious of the interest of shareholders, employees, creditors and customers of the company;
- Should at all times promote professionalism and improve the competency of management and employees; and
- Should ensure adequate safety measures and provide proper protection to workers and employees at the workplace.
4.1.3 Social Responsibilities and the Environment
- Should ensure that necessary steps are taken in accordance with the law to properly wind-up or strike off the company register if the company has not commenced business or has ceased to carry on business and is not likely to commence business in the future or resume business as the case may be;
- Should adopt an objective and positive attitude and give the utmost cooperation for the common good when dealing with government authorities or regulatory bodies;
- Should ensure the effective use of natural resources, and improve quality of life by promoting corporate social responsibilities; and
- Should ensure that the activities and the operations of the company do not harm the interest and well-being of society at large and assist in the fight against inflation.
5.0 STANDARDS OF CONDUCT
5.1 Conflicts of Interest
Officers should endeavour to avoid situation that present a potential or actual conflict between their interest and the interest of the Company. Officers are required to disclose to the Board any situation that may be, or appear to be, a conflict of interest ("Conflicted Officers"). Officers are, therefore, obliged to act in the best interest of the Company.
A "conflict of interest" may occur:
When a person’s private interest interferes in any way, with the interest of the Company; or
When a Officers or his/her family member takes an action or has an interest that may make it difficult for that officer to perform his/her work objectively and effectively; or
When an Officers (or his or her family member) receives improper personal gains as a result of the officer’s position in the Company.
Officers are not to use information gained in the course of their duties for personal gains, to seek to use the opportunities they acquire in the course of their tenure as Officers of the Company and/or its subsidiaries to promote their private interests or those of connected persons, firms, business or other entities.
If a conflict of interest, potential or otherwise exists, it is required that the Conflicted Officers should be absent from the meeting which the Board discusses the matter unless the Conflicted Officers has been invited to be present in that meeting to clarify or assist in the discussion of the matter and not to vote on matter.
Officers shall declare any personal, professional or business interests that may be in conflict with their responsibilities.
5.2 Corporate Opportunities
The Officers should not: (a) take for themselves personally opportunities that are discovered through the use of Company property, information or position; (b) use Company property, information, or position for personal gain; or (c) compete with the Company for business. The Officers owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
The Officers should maintain the confidentiality of information entrusted to them by the Company or its customers or other parties, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. The Company respects and is diligent in protecting the privacy of information relating to its employees, customers and consumers.
The Officers should carry out fair practices in dealing with the Company’s customers, suppliers, competitors, employees and other stakeholders. No Officers should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing.
The Company will not accept or use anyone’s elses propriety information that is improperly obtained, and will not copy or otherwise misappropriate others’ copyrighted materials.
5.5 Protection and Proper use of Company Assets
The Officers as custodian of the Company should protect the Company’s assets against loss, theft or other misuse and ensure their efficient use. All of the Company’s assets should be used for legitimate business purposes.
The Officers shall not solicit or accept lavish gifts or gratuities or any offer, payment, promise to pay, or authorization to pay any money, or anything of value that could be interpreted to adversely affect business decisions or likely to compromise their personal or professional integrity.
No bribes, kickbacks or other corrupt payments in any form should be made to or for anyone for the purpose of obtaining or returning business or obtaining any other favours.
Occasional business gifts of modest value and entertainment may be allowed, but no gift or entertainment may be offered or given if it is deemed to be illegal or deemed to be inappropriate.
5.7 Compliance with Laws, Rules and Regulations (including Abuse of Power, Corruption, Insider Trading and Money Laundering)
The Officers should proactively promote, carry out their responsibilities in compliance with all laws, rules and regulations, including abuse of power, corruption, insider trading and money laundering as following:-
Officers shall not offer, give, solicit or accept bribes or any other improper payment with the in order to achieve business or personal advantages for his/her or others or engage in any transaction that can be construed as having contravened the anti-corruption laws.
Officers shall be cognisant of the fact that bribes may be in any form, monetary or otherwise including but are not limited to 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 are prohibited by law or may reasonably be viewed as having crossed the boundaries of ethical and lawful business practice.
Prior to giving or accepting any business amenity or other gifts (in whatever form or value), officers 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 the Company with that organization or individual or any business decision arising out of that business relationship.
No officers who are in the possession of non-public price sensitive information of the Company or other listed company gained in the course of employment with the Company may deal or advise any other person to deal in any securities of the Company or any securities of another listed company.
No officers shall disclose non-public price sensitive information to any person (including family members) where such information may be used by such person to his or her profit by trading or in recommending or advising others to trade in any securities of company.
Officers must ensure that all transactions in the Company securities comply with the procedures set out in the Bursa Malaysia Listing Requirements and the law on trading.
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.
Money laundering is the process of concealing, converting and transferring proceeds from unlawful activities to a legitimate source of income or asset. Money laundering is an offence under the Anti-Money Laundering and Anti-Terrorism Financing Act 2001 in Malaysia.
Officers shall be aware of the applicable anti-money laundering laws and shall seek to ensure they are appropriately and adequately informed of developments in the laws relating to this area in order to actively pursue the prevention of money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities. Officers are expected to be mindful of the risk of the Company’s business being use for money laundering activities and to raise any suspicious transactions to their immediate superior and the Board to undertake further investigation.
No disclosure should be made to others that would indicate suspicions of money laundering. Any officer reporting should not discuss the matter with any other person.
The abuse of authority/power is the improper use of a position of influence, power or authority by an individual towards others. This is particularly serious when the alleged offender misuses his or her influence, power or authority to negatively influence the career or employment conditions (including, but not limited to, appointment, assignment, contract renewal, performance evaluation or promotion) of other individuals, Abuse of authority can include a one-time incident or a series of incidents. It may also consist of conduct that creates a hostile or abusive work environment, which includes, but is not limited to, the use of intimidation, threats, blackmail or coercion. Decisions made through the proper use of managerial and supervisory responsibilities are not considered as abuse of authority.
Officers shall be aware of everyone in the Company is treated with dignity, is valued as a contributor and that abuse of power and gender discrimination are not tolerated. Officer shall report incidents of abusing of power, or has reason to believe abusing of power is occurring, to their immediate superior or adhere to the Whistle Blower Policy.
6.0 COMMUNICATION AND COMPLIANCE
The Company and the Board should ensure this Code is being communicated to all levels of officers through staff handbook, notice board, intranet, or corporate website. The Company should include the briefing of this Code to new officers in the induction programme.
The Board should ensure this Code permeates throughout the Company and is complied by all levels of officers.
7.0 VIOLATIONS OF CODE OF CONDUCT
The Company’s officer should report to Management, HODs and the said violations should be forward to the Senior Management about the known or suspected illegal or unethical behaviour. The Senior management shall promptly report any known or suspected violations of this Code to the Chairman of the Audit Committee. All officers shall refer to and adhere to the Whistle Blower Policy.
The Company makes every effort to maintain the confidentiality of any individual who reports concerns and possible misconduct. Officers who retaliate or encourage others to do so will be subjected to disciplinary actions, up to and including termination of employment or engagement. The Company does not tolerate any form of retaliation against anyone who makes a report in good faith.
The Company shall investigate reported concerns promptly and confidentially with the highest level of professionalism and transparency. All internal investigations and audits are conducted impartially and without predetermined conclusions. Each and every officer shall be expected to cooperate fully with audits, investigations and any corrective action plans, which may include areas for continued monitoring and assessment.
Where external investigations are required, every officer shall appropriately respond to, cooperate and shall not interfere with, any lawful government inquiry, audit or investigation.
The Board and senior management of the Company should periodically review the Code and communicate the new changes to all levels of officers.
This Code is revised and adopted by the Board of Directors on 11 July 2018.