This Code of Conduct was adopted by the Board of Directors of TEX CYCLE TECHNOLOGY BERHAD for the Directors and Senior Management (“the management”) of the Company. This Code provides guidance to the management to practice, manage and conduct the business and operations of the Company to its ethical standards.

 

  1. Responsibilities/Honest & Ethical Conduct

The management is required to act in accordance with the highest standards of personal and professional integrity, honestly, ethical and legal conduct when acting on behalf of the Company.

 

The management shall:-

  1. Act in the best interests of, and fulfill their fiduciary obligations to the Company,
  2. Act honestly, fairly, ethically and with integrity,
  3. Conduct themselves in a professional, courteous and respectful manner and not take improper advantage of their position,
  4. Will deal fairly with all stakeholders,
  5. Act in a manner to enhance and maintain the reputation of the Company
  6. Help create and maintain a culture of high ethical standards and commitment to compliance.

 

  1. Conflict of Interest

The management is expected to avoid and disclose any situation or matter that creates or appears to create a conflict between the personal and company’s interests.

 

The management is required to disclose any personal interest that they may have regarding any matters that may come before the Board and abstain from discussion, voting or otherwise influencing a decision on any matter in which the concerned person has or may have such an interest. The management is also required to abstain from discussion, voting or otherwise influencing a decision on any matters that may come before the Board in which they may have a conflict or potential conflict of interest.

 

The common conflicts from which the management must refrain or disclose are as follow:-

  1. Activities/matters or dealings with related person or company which he/she and his or her relatives are interested
  2. Any outside employment, business, professional or other activities that would directly or indirectly materially adversely affect the Company
  3. Acceptance of directorship on the Board of other companies which may appear or arise doubt of a conflict of interest
  4. Divert business opportunities of the Company which may result or appear to have personal gain
  5. Investments that may create appearance of conflict of interest (i.e. Significant investment in a competitor, supplier, customer or distributor)
  6. Gifts that is more than modest value or the acceptance of the gifts could create the appearance of a conflict of interest
  7. Personal use of Company assets such as fixed assets, labour/staff or information unless approved by the Board of Directors
  8. Other situation/matter/activities that may possibly arise any questions or doubts of the person conflict of interest

 

  1. Confidentiality

The management is required to respect the confidentiality information relating to the affairs of the Company acquired in the course of their service as the management, except when authorized or legally required to disclose such information. The management must not use the confidential information for their personal advantage or for the advantage of any other entity.

 

For the purpose of this Code, “confidential information” includes all non-public information relating to the Company.

 

  1. Anti-Bribery and Corruption

The management is required to comply with the Company’s policies and procedures of Anti-Bribery and Corruption Act.

 

  1. Legal Compliance

The management is required to conduct the business and operations of the Company in accordance with all applicable laws, rules and regulations. The management shall acquire appropriate knowledge of the legal requirements relating to their duties to enable them to perform their obligation diligently. The management should also comply with the internal policies and procedures of the Company to the extend applicable to them including but not limited to compliance with prohibition of insider trading laws.

 

The management shall read and fully understand this Code of Conduct and is required to comply with the policies and principles contained therein. Any violation of the Code shall be reported to the Chairman of the Board.