MERCURY INDUSTRIES BERHAD · STOCK CODE 8192
Corporate Governance

Code of Conduct and Ethics

A governance reference that outlines the principles expected of the Board of Directors, employees, agents and representatives of Mercury Industries Berhad and its group of companies.

Section 01

Directors’ Code of Conduct and Ethics

The Board of Directors is guided by the following Code of Conduct when exercising the power of office and discharging their duties and responsibilities as directors of the Company.

  • A Director must act with integrity, in good faith and in the best interests of the Company and the Group.
  • A Director has a duty to use due care and diligence in exercising the powers of director to discharge his duties and responsibilities.
  • A Director must exercise the powers of office for a proper purpose and in the best interests of the Company and the Group.
  • A Director must recognise that his primary responsibility is to the Company’s shareholders, but where appropriate, must also have regard to the interests of all other stakeholders of the Company.
  • A Director must not make improper or unlawful use of information acquired as a Director.
  • A Director must not allow personal interests, or the interest of any associated person, to conflict with the interests of the Company.
  • A Director has an obligation to exercise independence in judgement and actions and to take all reasonable steps to satisfy himself as to the soundness of all decisions taken by the Board of Directors.
  • A Director must not disclose any confidential information received in the course of exercising his duties without the authorisation of the Company or the person providing the information, unless such disclosure is required by law.
  • A Director should not engage in conduct or activities likely to bring disrepute to the Company.
  • A Director has an obligation, at all times, to comply with the spirit of the law and the principles of this Code.
Section 02

Company’s Code of Conduct and Ethics

The Company’s Code sets out the expected standards of business conduct, integrity and compliance across the Group’s operations and dealings with stakeholders.

Confidentiality of Information

The Group is committed to maintaining a high degree of integrity in all dealings with customers, including business confidentiality and protection of personal information received in the course of business. The same standards are extended to suppliers and business associates.

Ethical Standards

The Group is committed to conducting business honestly and fairly, and expects customers, suppliers and business associates to do the same. Business relationships shall be based on objective criteria including quality, reliability, competitive prices and compliance with environmental, social and corporate governance standards.

Anti-Bribery and Corruption

The Group strictly prohibits employees, agents and other third parties acting on its behalf from engaging in any form of bribery. No personal benefit should be demanded, accepted, promised or granted to influence business decisions or obtain improper advantage for the Group.

Employees are required to inform their manager if a business partner or government official offers or demands any personal benefits.

Duty of Care

The Group will ensure customers are advised and made aware of potential health and safety risks involved in applying and using products, including preventive measures through technical assistance and product application training.

Decisions, actions and manufacturing practices should avoid adverse effects on employees, the environment and society at large.

Conflict of Interest

The Group will avoid situations of conflict of interest in business dealings and expects all employees to avoid conflicts between personal interests and the interests of the Group.

Employees must disclose outside activities, financial interests or relationships that may create a real, potential or perceived conflict of interest, and must work with their manager to avoid or minimise such conflict.

Equality and Discrimination

The Group strives to be fair and objective in decisions and actions, and will ensure these are not influenced by gender, ethnicity, creed, age or personal disability.

Abuse of Power

Abuse of power includes abusive behaviour by a person in a position of authority and trust against someone in a position of vulnerability and/or dependency.

Employees who wish to lodge a complaint should report the matter to their line manager or the designated complaint focal point in accordance with the Group’s Whistle-Blowing Policy.

Compliance With Laws and Regulations

As a responsible corporate citizen, the Group will abide by and comply with all applicable laws and regulations governing the country, business operations and its status as a public-listed company.

  1. Insider Trading: Employees must not make personal use of material, non-public information or disclose it to third parties, including friends or family members.
  2. Money Laundering: No employee may take measures that violate applicable money laundering regulations. Questionable financial transactions involving cash or cash equivalents require prior review and approval from the Managing Director.

Accounting Records and Financial Reporting

The Group will ensure that accounting records fully incorporate and reflect transactions and activities, and that financial statements comply with applicable approved reporting standards to give a true and fair view of the Group’s financial position.

Complaints and Disciplinary Action

Violation of this Code of Conduct will not be tolerated and may, in accordance with relevant legislation, lead to internal disciplinary action, dismissal or criminal prosecution.

Every company within the Group is responsible for handling and responding to allegations of misconduct from stakeholders in line with organisational policies and related disciplinary measures.

Reporting and Publication

Breaches of the Code of Conduct should be reported immediately to senior management and in line with the Group’s Whistle-Blowing Policy. This Code will be published on the Company’s website at www.mercury.com.my.