Corporate Governance
Policy Disclosures
The Board of Directors in presenting this statement wishes to provide an insight as to how the Company and its subsidiaries (“the Group”) adheres to the doctrine and principles of good corporate governance and how the Board discharges its duties and responsibilities in building a sustainable business as its works towards achieving the Group’s strategic goals and values in business and to deliver long-term sustainable shareholder value while protecting the interests of the Group’s shareholders and other stakeholders.
Anti-Bribery and Corruption Policy
1. OBJECTIVE
Anti-Bribery and Corruption Policy (“Policy”) sets out HEXTAR GROUP OF COMPANIES and all its subsidiaries’ (“HEXTAR Group” or “the Group”) principles in dealing with improper solicitation, bribery and other corrupt activities and related issues that may arise in the course of business.
This Policy sets out HEXTAR Group’s overall position on bribery and corruption in all its forms. The Policy is not intended to be exhaustive as there may be additional obligations that the Personnel is expected to adhere to or comply when performing their duties. For all intents and purposes, the Personnel shall always observe and ensure compliance with this Policy and all applicable laws, rules and regulations in the performance of their duties.
HEXTAR Group is committed to conducting its business ethically and in compliance with all applicable laws and regulations in the countries where it does business. These laws include but are not limited to the Malaysian Penal Code (revised 1977) (and its amendments), the Malaysian Anti-Corruption Commission Act 2009 (and its amendments) (“MACCA”), the Companies Act 2016 (Malaysia), the US Foreign Corrupt Practices Act 1977 (amended 1998), and the UK Bribery Act 2010. These laws prohibit bribery and acts of corruption, and mandate that companies establish and maintain accurate books and records and sufficient internal controls.
This Policy is not intended to provide definitive answers to all issues related to bribery and corruption. If multiple documents speak on the same subject, then the more stringent provision shall apply at all times. If a law conflicts with a policy as set out in this policy, should comply with the law. If you perceive that a provision in this policy conflicts with the law in your jurisdiction, should consult with your Head of Department/Division, Human Resource Department or Top Management, rather than disregard the policy without consultation.
This Policy should be read in conjunction with HEXTAR Group’s various policies & guidelines.
2. SCOPE
This Policy is applicable to HEXTAR Group, its Controlled Organisation, Business Associates acting on behalf of the Group, the Board of Directors and all HEXTAR Group’s Personnel and shall be amended from time to time in line with laws and regulatory requirements. All reviews and changes therein must be approved by the Board of Directors before coming into effect.
Joint-venture companies in which HEXTAR Group is non-controlling or co-venture and associated companies are encouraged to adopt these or similar principles and standards. External Providers are also expected to comply with this Policy in relation to all work conducted with HEXTAR Group, or on behalf of the Group.
3. DEFINITION
1. “Bribery & Corruption” means any action which would be considered as an offence of giving or receiving ‘gratification’ under the MACCA. In practice, this means offering, giving, receiving or soliciting something of value in an attempt to illicitly influence the decisions or actions of a person who is in a position of trust within an organisation.
2. Bribery may be ‘outbound’, where someone acting on behalf of HEXTAR Group attempts to influence the actions of someone external, such as a Government official or client decision-maker. It may also be ‘inbound’, where an external party is attempting to influence someone within HEXTAR Group such as a senior decision-maker or someone with access to confidential information.
3. “Gratification” is defined in the MACCA to mean the following:
- money, donation & sponsorship, gift, loan, fee, reward, valuable security, property or interest in property being property of any description whether movable or immovable, financial benefit, or any other similar advantage;
- any office, dignity, employment, contract of employment or services, and agreement to give employment or render services in any capacity;
- any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part;
- any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction or percentage;
- any forbearance to demand any money or money’s worth or valuable thing;
- any other service or favour of any description, including protection from any penalty or disability incurred or apprehended or from any action or proceedings of a disciplinary, civil or criminal nature, whether or not already instituted, and including the exercise or the forbearance from the exercise of any right or any official power or duty; and
- any offer, undertaking or promise, whether conditional or unconditional, of any Gratification within the meaning of any of the preceding paragraphs (a) to (f).
4. “Business Associate” means an external party with whom HEXTAR Group has, or plans to establish, some form of business relationship. This may include clients, customers, joint ventures, joint venture partners, consortium partners, outsourcing providers, contractors, consultants, subcontractors, suppliers, vendors, advisers, agents, distributors, representatives, intermediaries and investors.
- “Conflict of Interest” means when a person’s own interests either influence, have the potential to influence, or are perceived to influence their decision making at HEXTAR Group.
- “Controlled Organisation” means an entity where HEXTAR Group has the decision-making power over the entity such that it has the right to appoint and remove the management. This would normally be where HEXTAR Group has the controlling interest (>50% of the voting share ownership), but it could be where there is an agreement in place that HEXTAR Group has the right to appoint the management, for example a joint venture where HEXTAR Group has the largest (but still <50%) allocation of the voting shares;
- “Corporate Gift” means something given from one organisation to another organisation or individuals, with the appointed representatives giving and accepting the gift. Corporate Gifts may also be promotional items given out equally to the general public at events, functions, trade shows and exhibitions as a part of building the company’s brand and include gifts from the company to its personnel in relation to an internally or externally recognised company’s events, functions or celebrations. The gifts are given transparently and openly, with the implicit or explicit approval of all parties involved. Corporate Gifts normally bear the company’s name and logo. Examples of Corporate Gifts include items such as diaries, table calendars, pens, notepads and plaques.
- “Donation & Sponsorship” means charitable contributions and sponsorship payments made to support the community. Examples include sponsorship of educational events, supporting NGOs, and other social causes;
- “Exposed Position” means a staff position identified as vulnerable to bribery through a risk assessment. Such positions may include any role involving: procurement or contract management; financial approvals; human resource; relations with government officials or government departments; sales; positions where negotiation with an external party is required; or other positions which HEXTAR Group has identified as vulnerable to bribery;
- “Hospitality” means the considerate care of guests, which may include refreshments, accommodation and entertainment at a restaurant, hotel, club, resort, convention, concert, sporting event or other venue such as HEXTAR Group’s offices, with or without the personal presence of the host. Provision of travel may also be included, as may other services such as provision of guides, attendants and escorts; use of facilities such as a spa, golf course or ski resort with equipment included;
- “Management” means Group Chief Executive Officer, Managing Director, Executive Director or Financial Controller.
- “Personnel” means directors and all individuals directly contracted to HEXTAR Group on an employment basis, including permanent and temporary employees, including their family members and/or agents and/or appointed representatives
4. THE LAW AND COMPLIANCE RISK
The MACCA has been amended, among others, to introduce corporate liability provision for bribery and corruption under Section 17A, which will come into effect on 1st June 2020.
Section 17A applies to all “commercial organisation”, i.e. companies and partnerships, incorporated in Malaysia which conduct their respective businesses in Malaysia – s17A(8). The Section has a broad application as it covers
“a company wherever incorporated”, hence applying also to foreign companies which operate their businesses in Malaysia. The offence also holds a commercial organization liable for the offence committed outside of Malaysia.
Essential Features of Section 17A of the MACCA criminalizes an organisation for corruption-related actions by associated persons done for the benefit of the organisation. Section 17A (1) states that a commercial organisation commits an offence if a person associated with it corruptly gives, offers or promises any gratification to any person with an intent to obtain or retain business or a business advantage for the said commercial organisation.
Section 17A(3) of the MACCA deems the Management (e.g. director, controller, officer, partner or a person concerned in the management of the affairs) of a convicted commercial organisation to have committed the same offence, and be held personally liable for the offence. One can be absolved of such personal liability only if the person (in Senior Management) can prove that the offence was committed “without his consent or connivance and he exercised due diligence to prevent the commission of the offence as she ought to have exercised, having regard to the nature of his function in that capacity and to the circumstances’ – S.17A(3) MACCA.
The officer must also prove on the balance of probabilities that he/she had exercised due diligence to prevent the commission of the offence as he/she ought to have exercised having regard to the nature of his/her function in that capacity and to the circumstance. Penalty for Offence Under Section 17A.
Section 17A (2) states that the penalty for the offence shall be a fine of not less than 10 times the value of the gratification in question or RM1 million, whichever is higher or imprisonment for not more than 20 years, or both.
5. PRINCIPLE AND COMMITMENT
HEXTAR Group is committed to conducting business dealings with integrity, honesty and respect. This means avoiding practices of bribery and corruption of all forms in daily operations.
- We have adopted a zero-tolerance approach against all forms of bribery and corruption. Employees who refuse to pay bribes or participate in acts of corruption will not be penalized even if such refusal may result in losing business.
- We will uphold all laws relevant to countering bribery and corruption. We remain bound by the laws of the Malaysia, including MACCA has been amended, in respect of our conduct both at home and abroad.
- We are committed to acting professionally, fairly and with integrity in all our relationships and business dealings wherever we operate and to implementing and enforcing effective system to counter bribery and the corruption risk of the organisation.
- We will ensure that the results of any audit, reviews of risk assessment, control measures & performance are reported to all top-level Management including the full Board of Directors and acted upon.
HEXTAR Group expects that contractors, sub-contractors, consultants, agents, representatives and others performing work or services for or on behalf of the Group will comply with this Policy in relevant part when performing such work or services.
6. RISK ASSESSMENT
HEXTAR Group will undertake Corruption Risk Assessment, incorporated into general risk register, periodically and when there is a change in law or circumstance of the business to identify, analyze, assess and prioritize the internal and external corruption risks of the organisation. This risk assessment should be used to establish appropriate processes, systems and controls approved by the top-level Management to mitigate the specific corruption risks the business is exposed to.
The risk assessment to cover external & internal risks, which may in include:
- chances for corruption & fraud activities due to weaknesses in the organization’s governance framework & internal systems/etc.;
- financial transactions that may disguise corrupt payments;
- business activities in countries/sectors that pose a higher corruption risk
- non-compliance of external parties acting on behalf of the organisation regarding legal & regulatory requirements related to anti-corruption.
- relationships with third parties in its supply chain (e.g. agents, vendors, contractors & suppliers).
7. UNDERTAKE CONTROL MEASURES
The Management will put in place the appropriate controls and contingency measures which are reasonable and proportionate to the nature and size of the organisation, in order to address any corruption risks arising from weaknesses in the organization’s governance framework, processes and procedures.
Establish key considerations or criteria for conducting due diligence on any relevant parties or personnel (such as Board members, employees, agents, vendors, contractors, suppliers, consultants and senior public officials) prior to entering into any formalized relationships. Methods may include background checks on the person or entity, a document verification process, or conducting interviews with the person to be appointed to a key role where corruption risk has been identified.
Group CEO/ED shall establish and maintain an anti-bribery and corruption compliance function within the organization to oversee the design, implementation and management of this Policy.
Group CEO/ED shall perform functions below within HEXTAR Group’s structure, equipped to act effectively against Bribery and Corruption:
- provide advice and guidance to Personnel on this Policy and issues relating to Bribery and Corruption;
- take appropriate steps to ensure that adequate monitoring, measurement, analysis and evaluation of this Policy is performed;
- report on the performance of this Policy to the top management and Audit Committee regularly.
Appropriate resources shall be provided for effective operation of this Policy and that the Group CEO/ED is staffed with persons who have the appropriate competence, status, authority and independence.
8. SYSTEMATIC REVIEW, MONITORING AND ENFORCEMENT
HEXTAR Group shall monitor the legal and regulatory regimes where it operates and any changes to HEXTAR Group’s business environment and risks and identify opportunities for this Policy’s improvement. A report should be submitted to the Risk Management Committee on a regular basis for the appropriate action to be taken.
Regular assessments of this Policy should be carried out to ensure its scope, policies, procedures and controls match the Bribery and Corruption related risks faced by HEXTAR Group.
HEXTAR Group endeavors to impact the business environment where it operates. This includes extending its integrity programme to non-controlled Business Associates such as suppliers and contractors, seeking to work with companies who have a similar commitment and supporting initiatives in the private and public sectors which are likely to improve the integrity of its operating environment.
Regular audits shall be conducted to ensure compliance with this Policy. Such audits may be conducted internally by HEXTAR Group or by an external party. Audit documentation should include performance improvement action plans. Non-compliance as identified by the audit and any risk areas identified through this and other means should be reported to the top management and Audit Committee in a timely manner in accordance with the level of risk identified.
9. TRAINING AND COMMUNICATION
HEXTAR Group shall conduct an awareness programme for all its Personnel on HEXTAR Group’s position regarding anti-bribery and corruption, integrity and ethics.
Training shall be provided on a regular basis, in accordance with the level of Bribery and Corruption risk related to the position. Training should be provided to Personnel who are:
- new to HEXTAR Group;
- appointed to or currently holding an Exposed Position.
Human Resources Department shall maintain records to identify which HEXTAR Group Personnel have received training, and produce, communicate and update the training schedule in conjunction with CEO/ED.
Business Associates acting on behalf of HEXTAR Group shall also undergo appropriate training, where a Bribery and Corruption risk assessment identifies them as posing Bribery and Corruption risk to HEXTAR Group.
When planning strategies for communicating the organization’s position on anti-corruption, the Management should take into account what key points should be communicated, to whom they should be communicated, how they will be communicated, and the timeframe for conducting the communication plan. The Management should also consider what languages the materials will be communicated in.
All HEXTAR Group’s Personnel shall certify in writing that they have read, understood and will abide by this Policy. A copy of this declaration shall be documented and retained by the Human Resources Department for the duration of the Personnel’s employment. A declaration can be found in the Appendix 1 of this Policy.
10. BRIBERY AND CORRUPTION
Bribery is the offering, promising, giving, accepting or soliciting of an advantage as an inducement for action which is illegal, unethical or a breach of trust. A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage and can take the form of gifts, loans, fees, rewards or other advantages.
Corruption is the abuse of entrusted power for private gain.
Bribery and Corruption which may take the form of anything of value, such as money, goods, services, property, privilege, employment position or preferential treatment, and are in all forms prohibited.
HEXTAR Group Personnel and its Business Associates shall not therefore, whether directly or indirectly, offer, give, receive or solicit any item of value constituting bribe, kickback, personal favour etc., in the attempt to illicitly influence the decisions or actions of a person in a position of trust within an organisation, either for the intended benefit of HEXTAR Group or the persons involved in the transaction.
No employee or external party will suffer demotion, penalty or other adverse consequences in retaliation for refusing to pay or receive bribes or participate in other illicit behavior.
HEXTAR Group is also committed to conducting due diligence checks on prospective Personnel, particularly as it relates to appointments to positions where bribery or corruption risk has been identified.
HEXTAR Group regards bribery and acts of corruption as serious matters and will apply penalties in the event of non-compliance with this Policy. For HEXTAR Group Personnel, non-compliance may lead to disciplinary action, up to and including termination of employment.
11. GIFTS, DONATIONS AND SPONSORSHIPS
HEXTAR Group’s Personnel are prohibited from directly, or indirectly, receiving or asking for (soliciting) gifts. which include cash or cash equivalent in the form of gift certificates, loans, commissions, coupons, discounts or any other related forms. It is the responsibility of the Personnel to inform external parties involved in any business dealings with the Group’s practices a “No-Gift” policy and to request the external party’s understanding to adhere to the said policy.
Although the general principle is to immediately refuse and return gifts offered by the external party, accepting or receiving a gift on behalf of HEXTAR Group may be allowed only under limited circumstances as follow:
- Corporate Gift not exceeding RM500 in a single receipt;
- Customary and lawful under the circumstances;
- Do not have or are perceived to have (by either the giver or the receiver), any effect on actions or decisions.
- No expectation of any specific favour or improper advantages from the intended recipients;
- Independent business judgment of the intended recipients not affected;
- No corrupt / criminal intent involved; and
- Gift and Hospitality to be done in an open and transparent manner.
If a gift, entertainment or Hospitality is intended for public officials, Personnel must ensure that the gift, entertainment or Hospitality is not excessive and lavish, and must commensurate with the official designation of the public official and not his personal capacity, subject to the limit above.
If a Business Associate offers a Personnel a gift which falls outside of above, Personnel shall politely decline and explain the rules in force in HEXTAR Group. The Personnel may accept the gift on HEXTAR Group behalf and hand over the gift to the Management who may decide that the gift be given to charity, included in a festive draw within the departments or share with other employees in the department.
12. FACILITATION PAYMENTS
HEXTAR Group adopts a strict policy of disallowing the use of facilitation payments in its business. Facilitation payment is an unofficial payment or other provision made personally to an individual in control of a process or decision. It is given to secure or expedite the performance of a routine or administrative duty or function.
Personnel shall decline to make the payment and report to HOD/Group CEO/ED immediately when they encounter any requests for a facilitation payment. In addition, if a payment has been made and Personnel are unsure of the nature, the HOD/ Group CEO/ED must be notified immediately, and the payment shall be recorded accordingly. Personnel must not promise or offer, or agree to give or offer, facilitation payments to any other party.
13. RECRUITMENT, PROMOTION AND SUPPORT OF PERSONNEL
HEXTAR Group recognizes the value of integrity in its Personnel and Business Associates. HEXTAR Group’s recruitment, training, performance evaluation, remuneration, recognition and promotion for all HEXTAR Group’s Personnel, including management, shall be designed and regularly updated to recognize integrity.
The recruitment of Personnel should be based on approved selection criteria to ensure that only the most qualified and suitable individuals are employed. This is crucial to ensure that no element of corruption is involved in the hiring of Personnel.
In line with this, proper background checks should be conducted in order to ensure that the potential Personnel has not been convicted in any bribery or corruption cases nationally or internationally. More detailed background checks should be taken when hiring Personnel that would be responsible in management positions, as they would be tasked with decision making obligations.
HEXTAR Group does not offer employment to prospective Personnel in return for their having improperly favored in a previous role.
14. BUSINESS ASSOCIATES
All Business Associates (including external providers such as consultants, advisors, vendors and agents) acting on behalf of HEXTAR Group are required to comply with this Policy and all other related policies.
In circumstances where HEXTAR Group retains controlling interest, such as in certain joint venture agreements, Business Associates are required to adhere to this Policy. Where HEXTAR Group does not have controlling interest, Business Associates are encouraged to comply the same.
Due diligence should also be carried out with regards to any Business Associates intending to act on HEXTAR Group’s behalf as an agent or in other representative roles, to ensure that the entity is not likely to commit an act of bribery or corruption in the course of its work with HEXTAR Group.
The extent of the due diligence should be based on a Bribery and Corruption risk assessment. Due diligence may include a search through relevant databases, checking for relationships with public officials, self-declaration, and documenting the reasons for choosing one particular Business Associate over another. The results of the due diligence process must be documented, retained for at least seven years and produced on request by the custodian of the process.
HEXTAR Group shall include standard clauses in all contracts with Business Associates enabling HEXTAR Group to terminate the contract in the event that bribery or an act of corruption has been proved to occur. Additional clauses may also be included for Business Associates acting on behalf of the Group where bribery risk has been identified. All Business Associates representative are required to sign a Hextar Group’s Business Associates’ Letter of Declaration (Please refer to Appendix 2).
15. RESPONSIBILITIES OF PERSONNEL
All HEXTAR Group’s Personnel are required to carry out those responsibilities and obligations relating to HEXTAR Group’s anti-bribery and corruption stance, alongside those already in existence, which includes the following:
- Be familiar with applicable requirements and directives of the policy and communicate them to subordinates;
- Promptly record all transactions and payments in HEXTAR Group’s books and records accurately and with reasonable detail;
- Ask the Management/ Human Resource, if any questions about this Policy arise or if there is a lack of clarity about the required action in a particular situation;
- Always raise suspicious transactions and other “red flags” (indicators of bribery or corruption) to immediate superiors for guidance on the next course of action;
- Be alert to indications or evidence of possible violations of this Policy;
- Promptly report violations or suspected violations through appropriate channels;
- Attend required anti-bribery and corruption training as required according to position; and
- Not misuse their position or HEXTAR Group’s name for personal advantage.
When dealing with Business Associates, all HEXTAR Group’s Personnel shall not:
- express unexplained or unjustifiable preference for certain parties;
- make any attempt at dishonestly influencing their decisions by offering, promising or conferring advantage;
- exert improper influence to obtain benefits from them;
- directly or indirectly offer or make promise or corrupt payments, in cash or in kind for a specific favour or improper advantage from them.
During an active or anticipated procurement or tender exercise, Personnel participating in the exercise in any way whatsoever, shall not:
- receive gifts or Hospitality or any kind from any external party participating, planning to participate, or expected to participate, in the procurement or tender exercise;
- provide anything other than a Corporate Gift and token Hospitality to any external/third party related to the exercise;
- be involved in any discussions regarding business or employment opportunities, for personal benefit or for the benefit of a Business Associate;
- abuse the decision-making and other delegated powers given by the top management; and
- bypass normal procurement or tender process and procedure.
When dealing with external parties in a position to make a decision to HEXTAR Group’s benefit (such as a Government official or client), HEXTAR Group’s Personnel shall not:
- offer, promise or make any attempt at dishonestly influencing the person’s decision by directly or indirectly offer or make promise of corrupt payments, in cash or in kind;
- be involved in any discussions regarding business or employment opportunities, for their own personal benefit or for the benefit of the external party;
- otherwise abuse the decision-making and other delegated powers given by the top management, in order to illicitly secure an outcome which would be to the commercial advantage to themselves and/or HEXTAR Group; and
- exert improper influence to obtain personal benefits from them.
HEXTAR Group’s managers have a particular responsibility to ensure that this Policy is applied and complied with within their department or function and to monitor compliance of the same.
16. CONFLICT OF INTEREST
A Conflict of Interest may arise in a situation where an individual is in a position to take advantage of his/her role in HEXTAR Group for his/ her personal benefit, including the benefit of his/her family and/or friends and/or company. This would undermine the duties of good faith, fidelity, diligence and integrity as expected by HEXTAR Group from its Personnel in the performance of the Personnel’s duties and obligations.
All Personnel should avoid situations in which personal interest could conflict with their professional obligations or duties. Personnel must not use their position, official working hours, company’s resources and assets, or information available to them for personal gain or to the company’s disadvantage.
In situations where a conflict does occur, Personnel are required to declare the matter as per the Employees.
17. REPORT OF POLICY VIOLATION
Suitable reporting channels shall be established and maintained for receiving information regarding violations of this policy, and other matters of integrity provided in good faith by HEXTAR Group Personnel and/or external parties.
Personnel who, in the course of their activities relating to their employment at HEXTAR Group, encounter actual or suspected violations of this Policy are required to report their concerns using the reporting channels as stated in the Whistleblowing Policy.
- The Whistleblowing Policy can be obtained at https://www.hextargroup.com
- Emails can be sent to: whistleblower@hextar.com
- Letters can be mailed to:
Whistleblowing
Mr. Teh Li King
(Group Chief Corporate Officer)
No. 64, Jalan Bayu Laut 4/KS09,
Kota Bayuemas,
41200 Klang,
Selangor Darul Ehsan.
Reports made in good faith, either anonymously or otherwise, shall be addressed in a timely manner and without incurring fear of reprisal regardless of the outcome of any investigation.
Retaliation in any form against HEXTAR Group Personnel where the person has, in good faith, reported a violation or possible violation of this Policy is strictly prohibited. Any HEXTAR Group Personnel found to have deliberately acted against the interests of a person who has in good faith reported a violation or possible violation of this Policy shall be subjected to disciplinary proceedings including demotion, suspension, dismissal or other actions (including legal action) which HEXTAR Group may pursue.
18. REVIEW OF THIS POLICY
The Board of Directors or Audit Committee can modify this Policy unilaterally at any time without notice. Modification may be necessary, among other reasons, to maintain compliance with laws and regulation and / or accommodate organizational changes within the Company or Group. However, the modification made shall be effective after the same is circulated to employees in writing or electronically.
This policy was approved by the BOARD OF DIRECTORS OF HEXTAR GROUP on
02 DECEMBER 2020.
Corporate Code of Conduct and Ethics
1. INTRODUCTION
The purpose of this Code of Conduct and Ethics (“Code”) is to specify and assist as a reference point to all the members/employees of Hextar Group of Companies (“Hextar“) on a certain non- negotiable minimum standards of behavior in key areas of the company to uphold the standard principles and values which Hextar stands by.
This Code, by its nature is not meant to cover all possible situations that may occur in daily works. In cases where answers are not specified in the Code, employees are to seek guidance when they are in doubt as it is the responsibility of each individual employee to ensure full compliance to the Code and that cannot be delegated. This Code shall be reviewed and updated regularly to ensure continuing relevance. Employees should always be guided by the following basic principles:
- To uphold the values of Loyalty, Integrity and Hard Work at all times;
- To act honestly and legally at all times;
- To ensure confidentiality of the company’s information;
- To avoid any conduct that could risk or damage Hextar’s reputation;
- To avoid personal interest being ahead of company’s
Note: References to “members / employees” includes:
- All members of Hextar’s Board of Directors;
- All employees of Hextar; and
- Any other representatives of Hextar
2. ROLES & RESPONSIBILITIES
2.1 Directors
All Directors of Hextar shall at all times observe the principles of their Roles & Responsibility as specified in the Hextar Board Charter.
2.2 Management
The management shall at all times observe the principles of the Code which are not limited to the following:
- Ensure that all policies, standards and procedures are communicated to all employees.
- Ensure that the Code is included as part of the company’s orientation and employee to acknowledge receipt when reporting for duty.
- To report to the Board of Directors (“Board”) on any serious offence or violations to the Code where the management believe has been, is being or likely to be committed.
2.3 Employees
Employees shall at all times observe the principles of the Code which are not limited to the following:
- To acknowledge and be conversant with matters pertaining to the Code.
- To report to the Management of any violations to the Code that they believe to have been, is being or likely to be committed.
- To escalate and seek advice from the Management on ethical matters that cannot be resolved ensuring that appropriate decisions are made.
- To abide to all legal requirements and the Company’s policies, standards and procedures with the behaviors embodied in the Code.
3. ETHICS
3.1 Compliance to Laws, Rules and Regulations
Hextar and its employees are bound by all the applicable laws, rules and regulations. Compliance with all applicable laws and regulations should not be compromised.
3.2 Conflict of Interest
Conflict of Interest which occurs when personal interests of an employee or a third party competes with the interests of Hextar resulting an employee to not act in the best interest of the company. It may arise in situations such as:
- Engaging in activities that compete with, or appear to compete with, the Company’s interests;
- Using company’s property, information or resources for personal benefit or the benefit of others;
- Receiving any personal or financial benefit from in providing services to or work for a supplier, customer or competitor or a company that seeks to do business with Hextar.
All members and employees of Hextar shall avoid Conflicts of Interest whenever possible. If a situation has occurred or may lead to Conflict of Interest, the employee shall promptly disclose it to his or her Line Manager and/or the HR to resolve the situation in a fair and transparent manner.
3.3 Insider Trading
All members and employees of Hextar are not to disclose material non-public information to anyone outside the company which may be a potential share price relevant information including family members and friends. Where members and employees have material, non- public information about the company they must not deal in securities of the company including to engage in activities that are designed to hedge or offset any decrease in the market value of Hextar’s securities. Non-compliance may entail disciplinary sanctions by Bursa Malaysia, and also results in criminal charges.
Material non-public information that could potentially influence the investment decisions of investors may include but not limited to, the following:
- Financial information such as sales and profits;
- Information concerning dividends;
- Information concerning alliances with other companies, including merges and acquisitions;
- Information concerning charges of major suppliers;
- Information concerning new products or new technologies.
3.4 Anti-Bribery & Anti-Corruption
Malaysian Anti-Corruption Commission Act 2009 (Amended 2018) and any other Anti-Corruption Laws of Malaysia and countries which Hextar does business shall be complied with. Corrupt arrangements with customers, suppliers, government officials, or other third parties are strictly prohibited.
Hextar have adopted a zero-tolerance approach against all forms or bribery & corruption. Hextar practices a “No-Gift” policy and to request external parties’ understanding to adhere to the said policy.
Employees of Hextar must not engage in any fraudulent or dishonest activity involving the property/ assets or the financial reporting and accounting of Hextar. This may entail disciplinary sanctions as well as criminal charges.
3.5 Confidentiality
Confidential information consists of any information that is not public information or non- published financial or other company information which includes business plans, trade secrets, salary and etc. Employees shall not disclose confidential information or allow such disclosure. This obligation continues beyond the termination of employment. Furthermore, employees must exercise care to avoid unintentional disclosure.
4. COMPANY’S RELATIONSHIP
4.1 With Shareholders
Hextar shall protect and deliver values on shareholders’ investment. Company’s contact, handling and cooperation with shareholders should be carried out in a professional manner. Hextar is committed to clearly communicate its strategy and activities regularly to its shareholders in efforts to create value. Employees who are approached by shareholders or prospective shareholders on confidential or sensitive information should refer them to Hextar’s Investors Relations team.
4.2 With Employees
Human Rights
Recognizing the importance of promoting the Fundamental Human Rights to maintain a harmonious working environment, programs, regulations and policies of the company shall surround the following fundamentals:
- Fair and equitable wages, benefits and other conditions of employment given in accordance with local laws;
- Humane and safe working conditions;
- Forced or child labor is strictly prohibited;
- Workplace to be free of discrimination and
Safety and Health
Hextar shall strive to create, maintain and improve for a safe and secure work environment for its employees. All employees of Hextar are also responsible for maintaining a safe workplace, where if there are any instances of accidents, injuries, unsafe equipment, practices or conditions, it shall be reported immediately to the relevant persons.
Privacy Protection
Every employee is expected to respect each other’s privacy and not to disclose personal information obtained in the workplace or business operations to others without the consent of the individual, unless required by law.
Personal information of the Board of Directors, Management and Employees shall be treated as highly confidential. Access to and knowledge of the said will be limited to people in the Company who need the information for legitimate purposes only.
Equal Opportunity
Hextar shall be committed to provide equal employment opportunities for all applicants regardless of the race, color, ethnicity, sexual orientation, religion, national origin, gender or disability.
Employees / job applicants shall not be unfairly treated in matters pertaining to the recruitment, hiring, training, promotion, compensation or any other terms and conditions of employment. Employment decisions on employees or applicants shall always be based on merit, qualifications and job-related performance. Unlawful discrimination in relation to employment will not be tolerated.
Proper background checks should be conducted in order to ensure that potential Personnel has not been convicted in any bribery or corruption cases nationally or internationally. More detailed background checks should be taken when hiring Personnel that would be responsible in management positions, as they would be tasked with decision making obligations.
Anti- Harassment
Any forms of “Harassment”, either physical or verbal / in person or written are unacceptable in the work environment. . Hextar is committed to provide a harassment-free environment to ensure individual work performance would not be interfered.
Any forms of Sexual Harassment will not be tolerated and actions will be taken in accordance to the applicable laws. Employees are encouraged to speak out when other Employee’s conduct are inappropriate and to report any form of harassment when it occurs.
Criminal Breach of Trust
Directors and Employees who have been trusted with property or dominion over property shall not commit a criminal breach of trust in violation of any laws of the country in which the business is conducted.
4.3 With Customers
Customer sales and trade spending agreements shall conform to Hextar’s policies and must be in writing.
Customer’s information that is sensitive shall remain confidential as provided under the law. Access should only be for those who have a need to know could have access to such private or confidential information.
Hextar shall strive to maintain the highest standard of quality and respond to feedbacks on our products and services to ensure our valuable reputation remains well.
4.4 With Suppliers & Business Partners
Hextar shall hold the same standard of integrity which we hold ourselves to and shall not do business with parties who are likely to harm the Company’s reputation. All suppliers or business partners of Hextar must comply with the Company’s expected standard and shall not be involved in any act prohibited by the laws or against the Code.
5. COMMUNICATION
5.1 Whistle- Blowing
Hextar encourages its employees to communicate/ report/ disclose concerns about any violations of the Code, unethical behavior, malpractices, illegal acts or failure to comply with regulatory requirements that is taking place / has taken place / may take place in the future through the channels established. Reports made should be in good faith and not made for personal gain with a reasonable belief that the information and any allegation in it are substantially true.
The whistleblowing policy can be obtained from the Company’s website at https://hextargroup.com
Reports will be thoroughly investigated and the identity of the whistle blower will be kept on a strict confidentiality. In case where malicious and false allegations are found, it will be viewed seriously and the whistle blower may be seen to have instigate a gross misconduct and if proven may lead to a dismissal or termination of the whistle blower who abuses this system.
5.2 Corporate Disclosure
Material information from Hextar shall be fairly accessible to the general public and the Company applies non-discrimination policy to receivers of the material information. Selective disclosure is prohibited. The Company may withhold or delay disclosure of certain material information of which, if released, would undermine the interests of the Company or interests of shareholders in general. In such case, the Company shall ensure that confidentiality is maintained at all times to minimize leakage of information. If confidentiality of information is lost or cannot be maintained, the Company will immediately announce the information to Bursa Securities Malaysia Berhad.
Directors, Management and Employees should not respond to any rumour, unless the rumour brings undesirable impact to the interests of the Company or shareholders in general or it is required by relevant authority.
6. REVIEW
The Corporate Code of Conduct & Ethics shall be reviewed every three (3) years and recommendations of the Board of Directors may be made for any changes to improve the effectiveness and to be in line with the industry’s best practices.
This Terms of Reference approved on 02 December 2020
Whistle Blowing Policy
1. PURPOSE
The Whistleblowing Policy is intended to directly support the Company’s Core Values, Code of Ethics, Governance requirement and Section 17A of MACC Act 2009 (amended 2018). Hextar Group of Companies (“the Company”) places high value on the level of trust and integrity expected of its employees within its Group of Companies (‘Group’). It is also intended to enable and encourage employees and others to raise concerns within the Company prior to seeking resolution outside the Company.
In line with this, Hextar Group and its Group of Companies (the “Group”) has adopted a Whistleblowing Policy that outlines the Group’s commitment to ensure that employees and other stakeholders are able to raise concerns regarding any malpractice or illegal conduct at the earliest opportunity without being subject to victimization, harassment or discriminatory treatment, and to have such concerns properly investigated. This policy sets out the mechanism and framework by which employees, consultants, contractors and any other individuals or organization who have dealings with the Company can confidently voice concerns / complaints in a responsible manner without fear of discriminatory treatment.
2. SCOPE
This Whistleblowing Policy applies to the Company and all its subsidiary companies. All employees (whether permanent, contract or part-time), Directors, Shareholders, Consultants, Contractors, Vendors, external agencies or any parties with a business relationship with the Company or its subsidiaries are encouraged to disclose any wrongdoing that may adversely impact the Company.
3. DEFINITIONS
Whistleblowing
This occurs when an employee or other stakeholder raises a genuine concern about a dangerous or illegal activity or improper conduct that he/she is aware of through his/her work or dealings.
Whistleblower
The employee or other stakeholder who discloses or reports the wrongdoing.
4. POLICY
The Company encourages the employees or other stakeholders to make any disclosures openly and honestly and that concerns or complaints raised will be treated fairly and
All disclosures made under this Policy will be dealt with in a confidential manner. Disclosures received under anonymity will not be entertained to prevent invalid malicious reporting, poison letters, victimization and exploitation.
The Whistleblower is required to identify himself/herself and provide contact information in his/her report. This will facilitate the investigator to obtain further information, if required and communicate on results of investigation to the Whistleblower.
5. IMPROPER CONDUCT
The following shall constitute “Improper Conduct” under this Policy:
- Incidents of fraud, corruption or bribery;
- Conduct or activity which breaches any law or regulatory obligation;
- Breach of the Company’s policies, practices, procedures or other rules of conduct;
- Improprieties in matters of financial reporting; and
- Situation which pose a danger to health, safety or any individual or significant danger to the environment (Other improper conducts are provided in Appendix 1)
6. COMMUNICATION CHANNEL
The Whistleblower is to disclose the information to the Chairman of the Whistleblowing Committee:
Mr. Teh Li King (Group Chief Corporate Officer)
Report or disclosure under this Policy can be made either through:
- E-mail: whistleblower@hextar.com
- Mail: Fill up the Whistleblowing Form in Appendix 2, attention to the above personnel (as defined in 6(a) above) and forward to mailing address below:
HEXTAR GROUP OF COMPANIES
No. 64, Jalan Bayu Laut /KS09,
Kota Bayuemas,
41200 Klang,
Selangor Darul Ehsan, Malaysia.
Employees who have raised concerns internally will be informed of who is handling the matter, how they can make contact with them and if there is any further assistance.
7. REQUIRED EVIDENCE
The Whistleblower should be able to provide the disclosure in writing, information regarding the type of activity or conduct, identity of the person(s) suspected as being involved, when it occurred and who was
The Whistleblower must have first-hand knowledge or information of the facts, i.e. information obtained from third party or “hearsay” will not be entertained. However, the Whistleblower should not be discouraged from making a report because they are unsure whether there is sufficient evidence to support their
8. CONFIDENTIALITY & PROTECTION
A Whistleblower must identify himself / herself when submitting a complaint / Upon making the disclosure in good faith:
- The Whistleblower will be protected from any reprisal within the Company or its subsidiaries as a direct consequence of the disclosure. (“Reprisal” means disciplinary measures, demotion, suspension or termination of employment or service);
- The Whistleblower’s identity shall be protected i.e. kept confidential unless otherwise required by law or for purposes of any proceedings by or against the Company;
- The identity and personal information of the Whistleblower and the alleged wrongdoer may be revealed to persons involved in the investigations or any other
Protection under 8(a) above will be accorded by the Company only when the Whistleblower satisfies all the following conditions:
- The disclosure is done in good faith;
- The whistleblower is aware that the information and any allegations disclosed are true;
- The whistleblower has not communicated the disclosure to any other party not related to the disclosure;
- The disclosure made is not for personal gain or
The Company views seriously any false, malicious or defamatory allegation. This can be considered as gross misconduct where appropriate disciplinary action may be taken by the Company.
Suppliers/Vendors of the Company and members of the public who become a Whistleblower will also be protected by the Company as to his/her/its identity subject to satisfying all conditions in 8(b)
Employee and industrial relations related issues and human resources related issues are excluded from the operation of this Policy because they are other established mechanisms to raise such
This Whistleblowing Policy is intended for internal use of Hextar Group and its Group of Companies only and shall not be reproduced in any form or be transmitted electronically or through other means or quoted or referred to in any public document or media without the prior written consent of the Company.
For any enquiries, please contact the Risk Officer at 03-3003 3319.
9. PROCEDURES
All complaints / disclosures received would be placed before a Whistleblowing Committee for its action.
The Committee shall have the authority to:
- determine the legitimacy of the disclosure;
- direct further action; and
- determine who should conduct the investigation i.e. engage external expertise or management.
If any of the Committee members is the suspect being involved in the improper conduct, he/she will automatically abstain from attending the meeting.
The assigned investigator must take all reasonable steps to ensure that investigations regarding the disclosure are fair and unbiased.
The assigned investigator will keep detailed records of all evidence gathered, interviews conducted and all records received which affect the outcome of the investigation.
10. REPORTING
Upon conclusion of the investigation, the assigned investigator will present the outcome of the investigation to the Audit Committee and the
11. ACTION SUBSEQUENT TO REPORT
If the Audit Committee and the Board are satisfied with the outcome of the investigation, it will communicate to management to proceed with action based on established policy and procedures for the necessary disciplinary action to be taken Instituting the disciplinary action will be the responsibility of Group Human Resource Department. If the case is involving members of the Board, it will be deliberated by the BOARD OF DIRECTORS OF HEXTAR GROUP.
Senior Management must also take into account recommendations contain in the investigation report to prevent the conduct from continuing or occurring in the future. Actions to be taken may also be directed to remedy any harm or loss arising from the
12. REVIEW OF THIS POLICY
The Board of Directors or Audit Committee can modify this Policy unilaterally at any time without notice. Modification may be necessary, among other reasons, to maintain compliance with laws and regulation and / or accommodate organizational changes within the Company or Group. However, the modification made shall be effective after the same is circulated to employees in writing or electronically.
This policy was approved on 02 DECEMBER 2020.
Environmental, Social and Governance ("ESG") Policy
The Board of Directors of Hextar Group of Companies (“Hextar” or “the Company”) took into consideration the recommendations of section 4.0 of the Malaysian Code on Corporate Governance 2021 in order for the company to address sustainability risks and opportunities in an integrated and strategic manner to support its long-term strategy and success
The Board believes that introducing ESG considerations in its business decisions is essential to achieve long term business success besides creating value for all its stakeholders, act as a strategic approach to support and empower communities, encourage social inclusivity and improve the environment. The balancing of ESG with the interests of stakeholders is essential in improving investor perception and public trust that works towards value enhancement for stakeholders in the long run. Hextar also believes that as a responsible corporate citizen, one would have an obligation in making the earth a better place to live in through responsible investing, besides weighing on an appropriate risk-return profile for its investments. Accordingly, Hextar incorporated its principles of sustainability in its ESG policy and in line with our core values of Integrity, Loyalty and Hard Work.
Hextar’s commitment towards ESG issues is strong and hands-on and is also an important step towards a more sustainable society in the long run.
Hextar’s Environmental and Social Policy, takes serious account of the impact of its operations on the local community and seeks to ensure that potentially harmful occupational health and safety, environmental and social effects are properly assessed, addressed and monitored.
Hextar’s Corporate Governance Policy, focusing on compliance, the standing and integrity of
Hextar’s investee companies, their shareholders, board of directors and also their employees.
In this dynamic business world, the ESG policy and practices will be reviewed from time to time so as to ensure its relevance. Hextar’s objective is to ensure all business activities adhere to ESG that serve as an ethical foundation to achieve long term business success for Hextar.
This policy was approved by the BOARD OF DIRECTORS OF HEXTAR GROUP OF COMPANIES
on 22 NOVEMBER 2021.
