BOARD CHARTER
Code of Ethics & Conduct
Sustainability Policy
Directors' Assessment Policy
Directors' Remuneration Policy
Succession Planning Policy
Whistleblowing Policy
Investor Relations and Communication Policy Manual
AUDIT COMMITTEE TERMS OF REFERENCE
NOMINATION COMMITTEE TERMS OF REFERENCE
Remuneration Committee Term of Reference
ANTI-BRIBERY AND CORRUPTION POLICY
ANTI-FRAUD POLICY
Child Labour & Forced Labour Policy
DIRECTORS’ FIT AND PROPER POLICY
EGB Conflict of interest policy

Corporate Governance

Code of Ethics & Conduct

1. INTRODUCTION

In promoting professionalism, transparency, integrity, accountability and corporate social responsibility, the Board of Directors of Engtex Group Berhad (“Company“) establishes this Code of Ethics and Conduct (“Code”) for the Company and its subsidiaries (“Group”) as guiding principles for all the Directors and personnel within the Group in their personal conduct and decision making.

This Code shall apply to Directors and all levels of personnel of the Group in all their activities directly or indirectly associated with the Group.

The purpose of formalising these ethical values and standards is to enable the Group to maximise its long-term stakeholders’ value with sustainable social, environmental and governance development by conducting businesses in ethical and responsible manners.

This Code is established in accordance with the Malaysian Code of Corporate Governance (“MCCG’) and has been revised and updated in accordance with the published MCCG 2017.

This Code defines the corporate value of the Group based on the following principles :

a) Honesty and Fairness
b) Respect
c) Professional and Competent
d) Accountable
e) Compliance

All Directors and personnel of the Group shall observe and adhere to the following ethical standards of conduct:

a) Honesty and Fairness

Act in good faith and honesty in order to foster trust and dependability among working relationships. Perform reasonably within the scope and responsibilities of one’s employment position.

b) Respect Others

Respect basic human rights and individual’s personal liberty.  Respect differences in personal background, gender, ethnicity, religion, age, role, education, disability, language, nationality etc.

Ensure conducive working environment which maintain good occupational health and safety standards, free from discrimination, sexual harassment and violent behaviours.
Dress suitably and neatly dressed so as to maintain an appropriate appearance that is business like, neat and clean, as determined by the requirements of the work area.
Dress and appearance should not be offensive to customers or other colleagues.
Dress, grooming and personal cleanliness standards are important and contribute to the morale of all officers and affect the business image to the Group’s customers and visitors.
 
c) Conflict of Interest
 
Avoid engaging in activities or interests that potentially affect the Group’s business interest. Refrain from participating in decision making where potential and actual conflict of interest situations are involved. Make timely and accurate report voluntarily to and seek approval from the Group Managing Director, the Audit Committee or the Board of Directors about the potential or actual conflict of interest situations whichever is applicable and appropriate.
 
e) Gifts and Favours
 
Avoid seeking or accepting gifts or favours for personal gain from third party arising from business relationships, except for items of nominal value or meals of reasonable value and frequency.
 
f) Disclosure
 
All Directors and personnel shall make themselves familiar with and strictly adhere to the requirements in the Investors Relation and Communication Policy of the Group. All communication with the public, investors, Stock Exchange and regulators of the securities industry regarding the Group’s affairs including general business, investments, performance and prospects, must only be made by authorized personnel as specified in the above policy.
 
g) Confidentiality
 
Confidential and proprietary information of the Group belong to the Group. All Directors and personnel must maintain confidentiality of the information entrusted on them by the Group, except when disclosure is properly authorized or legally mandated.
 
h) Insider Dealings
 
Avoid taking advantage for personnel gain from information or opportunities obtained from the Group. Seek prior advice from the office of Group Managing Directors or the Audit Committee whichever is applicable. Prohibition of insiders trading according to the Capital Market and Services Act, 2007 must be strictly observed and complied.
 
i) Fair Business Practices
 
Deal business in a fair manner with customers, suppliers, competitors, investors or lenders without taking advantage of unethical or unlawful acts, misrepresentation or concealment of information.
 
j) Protection and Proper Use of Group’s Assets
 
Protect the Group’s assets and use them with care and efficiency.  Use the Group’s assets solely for legitimate business purposes except where they are connected to individual’s personal benefits provided in the employment contracts or by laws.  
Personal behaviours, speeches and postings which unjustly affect the Group’s reputation in the public should be restrained.
Group’s books and records, whether printed or electronic, must be kept and maintained accurately and orderly. 
 
k) Money Laundering and Terrorism Financing
 
Avoid engaging in concealing funds of dubious or illegal origin and then disguises them as legitimate proceeds of lawful activities and/or provide funding to terrorism activities in compliance with Anti-Money Laundering and Anti-Terrorism Financing Act 2001 (AMLATFA).
 
l) Compliance
 
It is each Directors and personnel’s personal responsibility to comply with all laws and regulations as well as Group’s policies and procedures.

Any serious breaches or violations should be reported to the Group Human Resource Department, the Internal Audit Department, the office of Group Managing Director, the Audit Committee, the Chairman of the Board or the Senior Independent Director, or in accordance with the procedures prescribed in the Group’s Whistle Blowers Policy and Fraud Reporting Policy.

Proper inquiry may be set up to determine the violation and appropriate disciplinary actions will be taken against confirmed wrong doings.

The Board of Directors is primarily responsible for the administration, interpretation, and application of this Code. This Code shall be reviewed by the Board at least once every 2 years.
BOARD CHARTER
Code of Ethics & Conduct
Sustainability Policy
Directors' Assessment Policy
Directors' Remuneration Policy
Succession Planning Policy
Whistleblowing Policy
Investor Relations and Communication Policy Manual
AUDIT COMMITTEE TERMS OF REFERENCE
NOMINATION COMMITTEE TERMS OF REFERENCE
Remuneration Committee Term of Reference
ANTI-BRIBERY AND CORRUPTION POLICY
ANTI-FRAUD POLICY
Child Labour & Forced Labour Policy
DIRECTORS’ FIT AND PROPER POLICY
EGB Conflict of interest policy

Corporate Governance

Code of Ethics & Conduct

1. INTRODUCTION

In promoting professionalism, transparency, integrity, accountability and corporate social responsibility, the Board of Directors of Engtex Group Berhad (“Company“) establishes this Code of Ethics and Conduct (“Code”) for the Company and its subsidiaries (“Group”) as guiding principles for all the Directors and personnel within the Group in their personal conduct and decision making.

This Code shall apply to Directors and all levels of personnel of the Group in all their activities directly or indirectly associated with the Group.

The purpose of formalising these ethical values and standards is to enable the Group to maximise its long-term stakeholders’ value with sustainable social, environmental and governance development by conducting businesses in ethical and responsible manners.

This Code is established in accordance with the Malaysian Code of Corporate Governance (“MCCG’) and has been revised and updated in accordance with the published MCCG 2017.

This Code defines the corporate value of the Group based on the following principles :

a) Honesty and Fairness
b) Respect
c) Professional and Competent
d) Accountable
e) Compliance

All Directors and personnel of the Group shall observe and adhere to the following ethical standards of conduct:

a) Honesty and Fairness

Act in good faith and honesty in order to foster trust and dependability among working relationships. Perform reasonably within the scope and responsibilities of one’s employment position.

b) Respect Others

Respect basic human rights and individual’s personal liberty.  Respect differences in personal background, gender, ethnicity, religion, age, role, education, disability, language, nationality etc.

Ensure conducive working environment which maintain good occupational health and safety standards, free from discrimination, sexual harassment and violent behaviours.
Dress suitably and neatly dressed so as to maintain an appropriate appearance that is business like, neat and clean, as determined by the requirements of the work area.
Dress and appearance should not be offensive to customers or other colleagues.
Dress, grooming and personal cleanliness standards are important and contribute to the morale of all officers and affect the business image to the Group’s customers and visitors.
 
c) Conflict of Interest
 
Avoid engaging in activities or interests that potentially affect the Group’s business interest. Refrain from participating in decision making where potential and actual conflict of interest situations are involved. Make timely and accurate report voluntarily to and seek approval from the Group Managing Director, the Audit Committee or the Board of Directors about the potential or actual conflict of interest situations whichever is applicable and appropriate.
 
e) Gifts and Favours
 
Avoid seeking or accepting gifts or favours for personal gain from third party arising from business relationships, except for items of nominal value or meals of reasonable value and frequency.
 
f) Disclosure
 
All Directors and personnel shall make themselves familiar with and strictly adhere to the requirements in the Investors Relation and Communication Policy of the Group. All communication with the public, investors, Stock Exchange and regulators of the securities industry regarding the Group’s affairs including general business, investments, performance and prospects, must only be made by authorized personnel as specified in the above policy.
 
g) Confidentiality
 
Confidential and proprietary information of the Group belong to the Group. All Directors and personnel must maintain confidentiality of the information entrusted on them by the Group, except when disclosure is properly authorized or legally mandated.
 
h) Insider Dealings
 
Avoid taking advantage for personnel gain from information or opportunities obtained from the Group. Seek prior advice from the office of Group Managing Directors or the Audit Committee whichever is applicable. Prohibition of insiders trading according to the Capital Market and Services Act, 2007 must be strictly observed and complied.
 
i) Fair Business Practices
 
Deal business in a fair manner with customers, suppliers, competitors, investors or lenders without taking advantage of unethical or unlawful acts, misrepresentation or concealment of information.
 
j) Protection and Proper Use of Group’s Assets
 
Protect the Group’s assets and use them with care and efficiency.  Use the Group’s assets solely for legitimate business purposes except where they are connected to individual’s personal benefits provided in the employment contracts or by laws.  
Personal behaviours, speeches and postings which unjustly affect the Group’s reputation in the public should be restrained.
Group’s books and records, whether printed or electronic, must be kept and maintained accurately and orderly. 
 
k) Money Laundering and Terrorism Financing
 
Avoid engaging in concealing funds of dubious or illegal origin and then disguises them as legitimate proceeds of lawful activities and/or provide funding to terrorism activities in compliance with Anti-Money Laundering and Anti-Terrorism Financing Act 2001 (AMLATFA).
 
l) Compliance
 
It is each Directors and personnel’s personal responsibility to comply with all laws and regulations as well as Group’s policies and procedures.

Any serious breaches or violations should be reported to the Group Human Resource Department, the Internal Audit Department, the office of Group Managing Director, the Audit Committee, the Chairman of the Board or the Senior Independent Director, or in accordance with the procedures prescribed in the Group’s Whistle Blowers Policy and Fraud Reporting Policy.

Proper inquiry may be set up to determine the violation and appropriate disciplinary actions will be taken against confirmed wrong doings.

The Board of Directors is primarily responsible for the administration, interpretation, and application of this Code. This Code shall be reviewed by the Board at least once every 2 years.