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Home Code of Conduct and Ethics for Directors

Code of Conduct and Ethics for Directors

1. Introduction

This Code is to provide the fundamental guiding principles and standards applicable to the Board of DNeX and its subsidiaries (“DNeX Group” or the “Group”). As Directors of the Group, they are expected to adhere to, comply with and uphold the provisions of the Code.

The Directors acknowledge that they must exercise judgment in applying the principles embodied in the Code to any particular situation. This Code is not intended to be exhaustive. It should be read in conjunction with the existing framework of all relevant laws and regulations as well as the directives and policies of the DNeX Group including any relevant best practices or standards in corporate governance and provisions of the constitutions of companies within the DNeX Group.

2. Objectives

This code is formulated to enhance the standard of corporate governance and corporate behaviour with the intention of achieving the following aims:-

(i) Directors to uphold the spirit of accountability and social responsibility in line with the legislation, regulations and guidelines for governing a company.

(ii) Directors to act in good faith having regards to the best interest of DNeX Group and its shareholders and other stakeholders.

(iii) Directors to discharge and perform duties to DNeX Groups, its shareholders and other stakeholders by honestly observing high standards of ethical behaviour and abiding by all laws, rules and regulations.

(iv) Directors to promote good business conduct and maintaining a healthy corporate culture that engenders transparency and fairness.

3. Principles

The principles of this Code are drawn and derived from best practices in Malaysia and principles in relation to sincerity, integrity, responsibility and corporate social responsibility below:-

(i) Duty to act in the best interest of DNeX Group
Directors have a duty to act in the best interest of and fulfil their fiduciary obligations to DNeX Group and its shareholders.

(ii) Objectivity
Directors shall not allow any conflict of interest, bias or undue influence of others to override their business and professional judgement. They shall declare, to those concerned, all matters that could impair their objectivity.

(iii) Integrity
Directors discharge and perform their duties to DNeX Group, its shareholders and other stakeholders by honestly observing high standards of ethical behaviour and abiding by all laws, rules and regulations.

(iv) Sustainability
Directors take into account sustainability considerations in setting the strategy direction of Bursa Group.

4. Compliance with laws, rules and regulations

Directors shall comply with all applicable laws, rules and regulations including relevant policies of DNeX Group and other guidance issued by the relevant authorities. Directors should constantly keep updated with and comply with the applicable laws, rules and regulations and consult with legal advisors, Management, or any other advisors.

5. Conflict of Interests

1. Directors should avoid conflicts of interest so far as possible. It is a conflict of interest to serve as a director of any company that competes with the Company or the Group.

2. Director must act in the interest of DNeX Group and not engage directly or indirectly in any business or professional activities that compete or are in conflict with the interest of DNeX Group.

3. Directors are required to declare at all times the nature and extent of any conflict of interests, whether direct or indirect, or whether actual or potential, with the Company or its subsidiaries, and if so required by the relevant Board/Board Committees, to recuse themselves from any deliberation and decision relating thereto.

4. Where a potential or actual conflict arises, every Director shall adhere to the procedures provided by the relevant laws including but not limited to the Companies Act and the MMLR and where applicable, the Group’s Conflict of Interest Disclosure Statement.

6. Anti-Corruption or Bribes

To observe high standards of business, professional and ethical conduct, the Directors (whether acting in their own capacity or on the Group’s behalf) are committed to refrain themselves from offering, giving or receiving any gifts and any other form of benefits (in kind, cash, advantages and/or favour and etc) from persons or entities who deal with the DNeX Group where the gift would reasonably be expected to influence the performance of the Director’s duties in any aspect.

7. Proper use of company’s assets

Directors should safeguard DNeX Group’s assets, including its physical premises, equipment and facilities as well as the records and data or information. DNeX Group’s assets shall only be used in a safe, ethical and lawful manner and shall not be used for pursuing improper personal gain or opportunity.

8. Confidentiality

1. Directors may come into possession or access to confidential, sensitive and non-public information (“Inside Information”) in the course of their directorship with DNeX Group. Directors must treat all such information in strictest of confidence, not disclose such information to any unauthorised persons and take all necessary precautions to maintain such confidentiality and not use it, directly or indirectly, for any purpose other than what it has been intended, except when disclosure is authorised or legally required

2. The obligation to preserve the Group’s Inside Information in ongoing even after an individual ceases to be a Director of the Group.

3. Directors must not misuse confidential information of a third party.

9. Insider Trading

1. Directors who possess Inside Information shall not:-

(i) Deal in securities, if that information has not been made public; or

(ii) Communicate such information to any unauthorised persons, for the benefit of himself or herself or any other  persons.

2. When dealing in the securities, a Director shall comply with the relevant laws on trading in securities and observe such guidelines as may be prescribed by the Company in relation thereto from time to time.

10. Anti-Money Laundering

1. Directors do not tolerate any form of money laundering activities. Appropriate measures shall be implemented to know who DNeX Group is doing business with to prevent the Group’s financial transactions from being used by others to launder money.

2. Directors shall be made 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.

3. Directors are expected to be mindful of the risk of the Group’s business being used for money laundering activities and to promptly raise any suspicious transactions to the Company.

11. Preventing Abuse of Power

1. The abuse of authority or 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 may 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.

2. Directors and all employees shall be aware of everyone in the Company is to be treated with dignity, is valued as a contributor and that abuse of power, harassment, discrimination based on gender, race, disability, nationality, religion, age or sexual orientation unless specific laws or regulations expressively provide for selection according to specific criteria. are not to be tolerated. Directors and employee 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 whistleblowing policy.

3. Directors and all employees are not to use their position to influence others, current and/or potential partners or customers of the Company for their personal interest or anyone other than the Company.

12. Fair Dealing and Anti-Competition

1. In the interests of preserving reputation and integrity of DNeX Group, a Director shall act impartially, honestly and responsibly in dealing with all employees, stakeholders, regulators and public where he or she shall not:-

(i) Compete or aid/assist other competitors to compete with DNeX Group; and

(ii) Take unfair advantage of anyone through manipulation, concealment, abuse of privileged or confidential information, misrepresentation of material facts, or any unfair dealing practice

13. Integrity in reporting/ reporting of unlawful or unethical behavior

Directors must immediately report any concern about possible or actual breaches of the Code by any Director to the Chairman of the Board. The Board shall determine appropriate actions to be taken after considering all relevant information and circumstances or may take necessary action to ratify on the non-compliance by Directors.

14. Waiver

Any waiver of the application of principles/ standards set forth in this Code may only be made by the Board of DNeX or an authorised Committee, as it deems fit and appropriate, and in full compliance with any applicable laws or regulations.

15. Reporting violations of the Code

Directors must immediately report any concern about possible/actual breaches of the Code by any director to the Chairman (or the Senior Independent Director, where applicable) and strictly observe the relevant internal document i.e. the Whistleblowing Framework and Policy.

16. Enforcement of the Code

In the event of any violation of this Code by any Director, the Board shall determine appropriate actions to be taken after considering all relevant information and circumstances.

17. Review of the Code

This Code shall be reviewed by the Board and be amended and modified from time to time in line with any changes in law, governance code couple with the change in the Company’s vision, values and business plan. All Directors shall be duly informed of such amendments and modifications.