NAIM INDAH CORPORATION BERHAD

Code Of Ethics

  1. MESSAGE TO ALL DIRECTORS AND EMPLOYEES OF NAIM INDAH GROUP

  2. This Code of Ethics seek to represent Naim lndah Corporation Berhad (NICORP) Group's values and principles of honesty, integrity and respect in doing business and wishes to communicate these values to all the parties engaging in business with/within NICORP Group.

    NICORP Group's employees must understand the importance of strict adherence to its values and standards and NICORP Group appreciates the active support of all its employees in maintaining a high level of ethics in their works.

    All employees are required to adhere and to communicate this Code of Ethics to all the relevant parties within their department.

    NICORP Group believes that the Code of Ethics outlined below will provide a platform for directors and employees of NICORP Group to conduct business under the most optimal conditions.

    In this respect, NICORP Group looks forward to the participation and support from its directors and employees towards a long-term and mutually beneficial relationship.

  3. POLICY ON GENERAL BUSINESS ETHICS

  4. NICORP Group are committed to adhering to the best practice in corporate governance and observing the highest standards of professionalism, honesty and integrity in all activities conducted by NICORP including the interaction with its customers, vendors, suppliers, contractors, government, regulators, shareholders, business partners, within the community and environment in which NICORP operates including in the relationship of its own employees. NICORP Group believes that high standards of ethical conduct will result to a long-term mutually beneficial business of relationship.

    2.1 Compliance with laws

    NICORP Group is a law abiding corporate citizen. The Group expects the same of its directors and employees in the course of all related business transactions, compliance with all relevant laws, regulations and by-laws in the most basic pre-requisite of maintaining a high level of ethical behaviour.

    2.2Business records

    All commercial transactions will be properly and accurately recorded and documented.

  5. POLICY ON CONFLICT OF INTEREST

  6. NICORP Group's employees participate in business or establish business relationships outside the NICORP Group, may generate both legal and ethical concerns in the course of their work with NICORP Group. The following guidelines should be observed to avoid potential conflicts:-

    1. The term of office and performance of the Committee and each of its members shall be reviewed by the Board at least once every three (3) years to determine whether such Committee and members have carried out their duties in accordance with their terms of reference.
    2. NICORP Group employees should not be involved or be a part of any business directly or indirectly if the business is a competitor, supplier, contractor or customer of NICORP Group. If there is a direct or indirect involvement, prior disclosure should be made to the Board of Directors of NICORP Group, with the Board having the ultimate decision as to whether such direct or indirect involvement may be allowed.
    3. NICORP Group employees should not solicit or accept any agency, Management or consultancy contract from its business associates or competitors.

    NICORP Group Employees must make the disclosure to the Board of Directors of NICORP Group and obtain approval in writing of the Executive Chairman or Managing Director of NICORP Group for participation of outside business.

  7. POLICY ON CONFLICT OF INTEREST

  8. In the course of business transactions, it is normal for all parties to promote friendliness and amicability through small courtesies. NICORP Group recognizes the importance of building cordial relationship. Extravagant entertainment included gifts are prohibited from the basis of any business transaction with NICORP Group as NICORP Group seeks to promote business relationship based on merit and integrity.

    4.1 NICORP Group employees are forbidden to accept cash gifts, non-cash gifts or gifts in kind. However, distribution of items as part of Company's normal public relations effort or promotions campaign may be accepted if they are on normal value or occasion only

    4.2 NICORP Group employees are forbidden to accept gifts in the form of air tickets, gift certificates or any other similar payment. Other gifts in this category include loan or cash advances, materials, services, repairs or improvement/upgrades at no cost or nominal cost etc. Breach of this clause may lead to termination of services.

    4.3Entertainment must have a transparent business objective, not be extravagant, and not prejudice any business transaction within the means of being reciprocated by business associates.

  9. PUBLIC RELATIONS

  10. 5.1 Observance of Trade Etiquette

    Remarks by any employee on Company's 'products' or of its competitors may be considered as authoritative. Employee is forbidden to criticise or compare competitors' products/performance on any aspect of health, aesthetic, qualitative, design, pricing, etc, to prevent the risk of defamation. Failure to adhere to this instruction will renders employees to instant dismissal.

    5.2 Press Interviews

    Statements made to the Press related to Company policies must have prior approval from the Managing Director. Disclosure of detail of sales, production capacities, costs, etc to the Press are prohibited.

    5.3Public Statement

    Verbal or written in their official capacity about any individual, Company or other body which could be held as defamatory and result in legal action being taken against the Company. Defamatory statement is a statement (written or verbal) which reflects a person's reputation. In cases of doubt, reference should be made to the Company's legal advisers in advance. Failure to adhere to this instruction will renders employees to instant dismissal.

  11. COMMERCIAL CORRUPTION

  12. 6.1 Use of Company Funds to Make Unlawful or Improper Payments:

    6.1.1The Company will pursue policies which prohibit the use of funds or assets of the Company for unlawful or improper purpose.

    6.1.2Commissions, consultants' fees, retainers and similar payments may continue to be made in the course of business provided the sums paid are acknowledged by both parties related to commensurate with the services performed and the size of the contract. Proposed payment not conforming to these conditions shall be the responsibility of the person concern to submit the matter to the Managing Director for consideration.

    6.1.3Remarks by any employee on Company's 'products' or of its competitors may be considered as authoritative. Employee is forbidden to criticise or compare competitors' products/performance on any aspect of health, aesthetic, qualitative, design, pricing, etc, to prevent the risk of defamation. Failure to adhere to this instruction will renders employees to instant dismissal.

    6.2 Gifts or Benefits by Employees or Any Member of Their Families:

    6.2.1Acceptance of gifts or benefits by an employee or any member of his/her families from persons or organizations which have or might reasonably be expected to have any business dealings with the Company.

    6.2.2Acceptance of modest token gifts such as diaries, calendars or other such 'give-away' is permitted during festive season where refusal would be offensive.

    6.2.3Acceptance of cash by an employee or any member of his/her families is absolutely forbidden.

    6.2.4Acceptance of gifts or favours by an individual or any member of his/her family is forbidden if beyond the term as 'modest' or reflecting either on the integrity of the Company or the recipient.