Corporate Governance

Code of Conduct And Ethics

1. DIRECTORS’ CODE OF CONDUCT AND ETHICS
The Board of Directors is guided by the following “Code of Conduct” when exercising the power of office in 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 his primary responsibility is to the Company’s shareholders but where appropriate, 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 by him 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.

2. COMPANY’S CODE OF CONDUCT AND ETHICS
 - Confidentiality of Information
  We are committed to maintaining a high degree of integrity in all our dealings with our customers, both in terms of business confidentiality, and the protection of all personal information received in the course of our business dealings. We will extend the same standards to all our suppliers and business associates.

 - Ethical Standards
  We are committed to conduct our own business honestly and fairly and expect our customers, suppliers and business associates to do the same. We believe that all our customers, suppliers, business associates and ourselves should benefit from our business collaboration.

  Our relations with all business partners shall be based solely on objective criteria, in particular quality, reliability, competitive prices, as well as compliance with environmental, social and corporate governance standards.

  The Group is strictly committed to fighting any kind of corruption. Therefore, the Group prohibits its employees, agents, and other third parties acting on the Group’s behalf from engaging in any form of bribery. While dealing with business partners or government officials, they must never demand or accept anything of value (e.g. cash, gifts, entertainment or any other personal benefits) which could be construed as an attempt to influence or induce business decisions. Likewise, employees of other companies or government officials must never be promised or granted any personal benefits with the intent to obtain or retain business or to gain any improper advantage for the Group.

  We require all employees to inform their manager if a business partner or governmental official offers or demands for any personal benefits.

 - Duty of Care
  We will ensure that our customers are advised and made aware of the potential health and safety risks involved in applying and using our products and the preventive measures needed to be taken to minimize such risks through our technical assistance and products application trainings. We also believe that our decisions, actions and manufacturing practices should avoid causing any adverse ill effects on our employees, the local and wider environments, and the well-being of the society at large.

 - Conflict of Interest
  We will avoid situations of conflict of interest with our customers in our business dealings. Likewise, we expect all employees of the Group to avoid having conflicts of interest with the Group in their personal dealings.

  Personal relationships or interests must not affect business activities. This means that employees must not create or maintain personal interests, which may pose, or appear to pose, a conflict with the interests of the Group or which might influence or appear to influence their judgment in the performance of their duties. Employees should, for example, avoid any investment, interest, association, or activity that may cause others to doubt their fairness, integrity or ability to perform their duties objectively.

  Employees must disclose any outside activities, financial interest or relationship that may pose a real, potential or perceived conflict of interest. Each employee must inform his/her manager of any existing or potential conflict of interest and seek a solution together with the manager to avoid, or at least minimize, the conflict of interest.

 - Equality and Discrimination
  We always strive to be fair and objective in our decisions and actions. We will ensure that our decisions and actions are never influenced by issues of gender, ethnicity, creed, age or personal disability.

 - Abuse of Power
  Abuse of power includes any abusive behaviour (physical, psychological, sexual or emotional) by a person in a position of authority and trust against someone in a position of vulnerability and/or dependency. Employee who wishes to lodge a complaint about an alleged abusive of power by a staff of the Group should lodge their complaint to her/his line manager (or designated complaint focal point in accordance with Group’s Whistle-Blowing Policy) as soon as possible after she/he becomes aware of the concern.

 - Compliance With Laws and Regulations
  As a responsible corporate citizen, we will abide and comply with all applicable laws and regulations governing our country, our business operations and our status as a public-listed company.
   1. Insider Trading
    An employee may have access to material, non-public information about the Group or the affairs of a third party which, if disclosed, could impact the value of publicly-traded securities, in particular the Company’s share. Insider trading laws prohibit making personal use of such information and/or disclosing it to third parties, including friends or family members. Examples of such non-public information include information relating to intended acquisition, merger or divestment of a substantial part of the Company’s operations and/or undisclosed data on profits.

   2. Money Laundering
    No employee, either alone or in collaboration with third parties, may take measures that violate applicable regulations on money laundering. Where questionable financial transactions involving transfers of cash or cash equivalents are requested, prior review by and approval from the Managing Director is required.

 - Accounting Records and Financial Reporting
  We will ensure that the accounting records fully incorporate and reflect the transactions and activities of the Group and the financial statements comply with the applicable approved reporting standards, so as to give a true and fair view of the financial position of the Group.

 - 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 actions, dismissal or even criminal prosecution.
  Every company within the Group has a responsibility to handle and respond to any allegations of misconduct they receive from their stakeholders about their employees in line with their organisational policies and related disciplinary measures. Management of each company should establish proper systems for investigating, recording and dealing with any misconduct.
  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 in the Company’s website www.mercury.com.my