1.      GENERAL

 

DynaFront Holdings Berhad and its subsidiaries (hereinafter collectively referred to as the “Group”) conduct its business legally and ethically.  The Group requires all full-time, probationary, contract, and temporary staff (herein referred to as “employees”) and directors to be committed to acting professionally and with integrity in their business dealings and to fully comply with the Code of Conduct Policy (the “Policy”) of the Group. 

 

The Group shall review and update the Policy from time to time to maintain its relevance to our operations. Any amendments to this Policy are subject to the approval of the Board of Directors of DynaFront Holdings Berhad.

 

 

1.1       Good conduct and discipline by the employees and directors are necessary to ensure proper, efficient and effective management of the Group’s operations.

 

1.2       All employees and directors are required to comply with an acceptable standard of conduct and behaviour. Failure to meet these standards may result in disciplinary action against them.

 

1.3       In the normal course of work, an employee or director shall be made aware of when any minor shortcomings occur.  If such behaviours persist or become more serious, the Group’s disciplinary procedures shall apply.

 

1.4 The Group intends that if disciplinary action is taken against any employee or director, it should:

 

•  be undertaken were good and clear reasons exist;

•  be appropriate to the severity of the offence that had been committed;

•  be fair and consistent with the previous actions in similar circumstances;

•  take place when the employee or director is aware of the standards that are expected of him/her or

•  rules or policies with which he/she is required to conform; and

• allow the employee or director the right of appeal in certain special instances against any disciplinary action.

 

 2.      CODE OF CONDUCT AND DISCIPLINE

 

An employee or director must always be of exemplary conduct and discipline!

 

2.1       He/she shall always and on all occasions give his/her undivided loyalty and devotion to the Group.

 

2.2       He/she shall not subordinate his/her duties to the Group in favour of his/her personal matters.

 

2.3       He/she shall not conduct himself/herself in such a manner as to bring his/her personal matters into conflict with his/her duties.

 

2.4       He/she shall not take any action on behalf of the Group in the performance of his/her work that would subject either the Group or himself/herself to liability or penalty under any laws, rules, regulations or decreases of any governmental authority.

 

2.5       He/she shall always be honest and not conduct himself/herself to lay himself/herself open to suspicion or dishonesty.

 

2.6       He/she shall not conduct himself/herself in such a manner as may be construed as an act of insubordination.

 

2.7     He/she shall not conduct himself/herself in such a manner as reasonably construed as lacking in efficiency.

 

2.8       He/she shall always keep confidential all transactions, accounts, information, dealings, and business affairs affecting the Group and its customers or any other persons that the Group may have dealings with.

 

2.9       He/she shall always, during working hours, be neatly and properly dressed and groomed.

 

2.10     He/she shall not take or traffic in or be found in possession of any kinds of drugs except those that a licensed medical practitioner prescribes.

 

3.      MISCONDUCT

 

3.1       Misconduct is defined as improper behaviour or wrongdoing or an act inconsistent with the fulfilment of the express or implied conditions of service or employment. These include non-compliance with this Policy, acts that are considered wilful, arising from the negative attitude of an employee or director towards his superiors, peers or subordinates, and acts that adversely affect the Group’s public image, operations and business.

 

3.2     The Group may, on the grounds of misconduct and depending on the severity of the offence, impose the necessary disciplinary action as it deems fit.

 

3.3       As general guidance, the following is a list of misconducts which are not meant to be exhaustive. The act of any of them by an employee or director shall render him/her liable for disciplinary action.

 

3.3.1    Work-Related

 

• Poor quality or quantity of work.

• Repeated or habitual negligence or neglect of work.

• Wilful slowing down in the performance of work, malingering or abetment or instigating any other to do so or interference with the work of other employees.

• Dozing off or sleeping while on duty.

• Repeated or habitual late attendance and tardiness.

• Repeated or habitual absence without leave; an employee shall be deemed to have broken his contract of service with the Group if he/she has been continuously absent from work for more than two (2) consecutive working days without prior leave from the Group unless he has a reasonable excuse of such absence and has informed or attempted to inform the Group of such excuse before or at the earliest opportunity during such absence.

• Ceasing work before the proper finishing time without permission.

• Leaving the workplace during working hours without permission or valid cause.

• Playing pranks during working hours within Group premises.

• Writing frivolous or offensive notes/memos/letters to other employees.

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3.3.2    Insubordination

 

• Refusing to perform the work assigned by a superior.

• Wilful insubordination or disobedience, whether alone or in collaboration with others, to any lawful and reasonable order of a superior.

• Avoiding any communication served either in accordance with the Policy of the Group or with the law and in the interest of discipline, higher productivity and efficiency of the Group.

 

3.3.3    Illegal and Unlawful Activities and Disorderly Behaviour

 

• Riotous or disorderly behaviour or creating nuisance within the premises of the Group.

• Violence, abusing or assaulting other employees or superiors within the premises of the Group.

• Participating in an illegal strike or abetting, inciting, instigating or acting in furtherance thereof.

• Using vulgar and/or profane language.

• Gambling of any form of whatsoever nature, whether for monetary gain or otherwise, within the premises of the Group.

• Being on the Group premises while under the influence of intoxicating drinks or dangerous drugs.

• Committing an immoral act.

• Possession of lethal or dangerous weapon within the premises of the Group.

• Conviction and imprisonment for any criminal offence.

• Engaging in any business or trade within the premises of the Group (e.g. selling home utensils, insurance, cosmetics, etc.)

 

3.3.4    Fraud

 

• Making false or improper claims to the Group.

• Obtaining paid leave under false presence.

• Falsifying the Group’s records.

• Furnishing, at the time of employment, false or incomplete information or suppressing any information regarding age, qualifications, previous service or experience, a conviction in a court of law, dismissal by a previous employer, etc.

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3.3.5    Pecuniary Behaviour

 

• Incurring debts or acting in any manner which would affect the public image of the Group or that of the Group’s employees.

• Soliciting for funds from other employees or clients, or suppliers of the Group without permission.

• Lending or borrowing money within the Group premises in the circumstances prejudicial to discipline.

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3.3.6      Properties of the Group, of Other Employees and the Clients and Suppliers of the Group

 

• Wilful destruction or defacement of the Group’s properties or the other employees or the Group’s clients and suppliers.

• Theft, fraud or dishonesty in connection with the business or property of the Group or the property entrusted to the Group or of the property of another employee.

• Failure to give a reasonable or satisfactory explanation for the presence of the Group’s property found in the employee’s vehicle or among his personal articles or in his possession or deposited with him with a third party.

• Removing without proper authority any of the Group’s property (files or confidential documents of whatsoever nature, whether original or photocopies, whether such is addressed to the employee involved) from the office.

• Damaging or not taking proper care of the properties of the Group.

• Destroying Company records.

• Posting, altering, tampering or removing any materials or notices from the bulletin boards within the Group without permission.

• Clocking another employee’s timecard on their behalf or tampering with the time clock, or altering the timecard to produce a fraudulent results.

• Driving Group’s vehicles without authorisation and valid license and using them otherwise for the purpose authorised.

• Interference with any safety device installed in or about the Group’s premises and refusal to follow or infringement of safety rules, regulations and procedures.

 

3.3.7    Disclosure and Furnishing of Information

 

• Disclosing to any unauthorised person any trade secrets or information of a confidential nature concerning the affairs of the Company without the prior permission of the Group.

• Publishing any article or giving any interview or making statements to the press, or delivering any speech concerning the Group’s business without the prior permission of the Group.

• Failure or neglect or refusal to furnish personal and/or family information as and when changes occur or in response to the request of the Group.

• Failure to report an infection or contagious disease of a fatal or dangerous nature (including HIV, AIDS, venereal diseases, etc) to the Group. 

 

3.3.8 Outside Employment

 

Employment with any other organisation without prior approval from the Group in writing.

 

3.3.9    Smoking

 

Smoking in non-smoking areas within the Group’s premises while on duty.

 

3.3.10  Attire

 

Not properly attired and groomed for work.

 

3.3.11  Conflicts of Interest

 

All employees and directors must act in the best interest of the Group. All employees and directors should endeavour to avoid activities that present a potential or actual conflict between their interests and the interest of the Group. 

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An employee and director must promptly disclose potential or actual conflicts of interest in writing to the Group COO. The Group COO will then determine whether approval is granted for the employee or director to maintain such a position involving potential or actual conflicts of interest. Any potential or actual conflicts of interest which cannot be appropriately mitigated or are not approved by the Group COO must be resolved by mutual agreement between the relevant employee or director and the Group. Where such potential or actual conflicts of interest are deemed material and are required to be disclosed under Rule 6.08 of the LEAP Market Listing Requirements, the Group COO must inform the Board and obtain all necessary information from the relevant employee or director for disclosure.   

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A “conflict of interest” occurs when a person’s direct or indirect private interest interferes in any way or even appears to interfere, with the interest of the Group, including its subsidiaries and affiliates. A conflict of interest may arise when an employee or director takes action or has an interest that may make it difficult for him/her to perform his/her work objectively and effectively. Conflicts of interest may also arise when an employee or director (or his/her family members) receives improper personal benefits due to the employee’s or director’s position in the Group. 

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Although it would not be possible to describe every situation in which a conflict of interest may arise, the following are examples of situations that may constitute a conflict of interest: 

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• Working, in any capacity, for a competitor, customer or supplier while employed by the Group. 

• Accepting gifts of more than modest value or receiving personal discounts (if such discounts are not generally offered to the public) or other benefits as a result of your position in the Group from a competitor, customer or supplier. 

• Competing with the Group for the purchase or sale of property, products, services or other interests. 

• Having an interest in a transaction involving the Group, a competitor, a customer or supplier (other than as an employee or director of the Group and not including routine investments in publicly traded companies). 

• Receiving a loan or guarantee of an obligation due to your position with the Group.  

• Directing business to a supplier owned or managed by, or which employs, a relative or friend. 

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3.3.12  Ensuring Compliance with Laws, Rules and Regulations

 

• We are strongly committed to conducting our business affairs honestly and in compliance with applicable laws, rules and regulations. 

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• Using non-public information of the Group (financial, technical, operational or otherwise) to trade in securities, or providing a family member, friend or any other person with a “tip”, is illegal. Such non-public information should be considered inside information and should never be used for personal gain nor disclosed to any third parties.  All financial information of the Group should only be disseminated by the Group Chief Executive Officer (“CEO”)/Chief Operating Officer (“COO”) for regulatory and investor relation purposes.

 

• Confidential, proprietary information generated and gathered in our business is a valuable Group asset. Protecting such information plays a vital role in our continued growth and ability to compete, and all proprietary information should be maintained in strict confidence, except when the disclosure is authorised by the Group’s CEO/COO or required by law. 

 

Proprietary information includes all non-public information that might be useful to competitors or that could be harmful to the Group, its customers or its suppliers if disclosed. Intellectual property, such as trade secrets, patents, trademarks and copyrights, as well as business, research and new product plans, objectives and strategies, records, databases, salary and benefits data, employee medical information, customer, employee and suppliers lists and any unpublished financial or pricing information must also be protected. The unauthorised use or distribution of proprietary information violates Group policy and could be illegal. Such use or distribution could negatively affect the Group and the individuals involved, including potential legal and disciplinary actions. We respect the property rights of other companies and their proprietary information and require our employees and directors to observe such rights. 

 

Employees and directors are prohibited from taking for themselves business opportunities that are discovered through the use of corporate property, information or position unless the Group has approved such activity. No employee or director may use corporate property, information or position for personal gain, and no employee or director may compete with the Group unless such activity has been approved. Competing with the Group may involve engaging in the same line of business as the Group or any situation where the employee or director takes away from the Group opportunities for sales or purchases of products, services or interests. Employees and directors owe a duty to the Group to advance its legitimate interests when the opportunity to do so arises. 

 

4.         DISCIPLINARY PROCEDURES

 

4.1       The Group may impose on any employee or director who has committed an offence or misconduct any of the following disciplinary actions depending on the severity of the misconduct:

 

• issue a verbal warning.

• issue a written warning.

• suspend the employee or director without pay for a period not exceeding fourteen (14) days.

• withhold the employee’s or director’s increment.

• stop payment of the employee’s or director’s bonus.

• reduce the employee’s or director’s salary.

• downgrade the title/position of the employee or director.

• dismiss the employee or director or

• any other actions deemed necessary as may be permitted under the law.

 

4.2       An employee or director who has committed an offence may be given a verbal warning. A record will be kept of the fact that such a warning has been given. Where appropriate, the person giving the warning will inform the employee or director of the steps which must be taken to improve his/her conduct or where the improvement is likely to require time; a time limit will be set for improvement or rectification. It will also be clear that further misconduct or failure to improve within the set time will result in further disciplinary action.

 

4.3       When an employee or director fails to meet the required standards after being given a verbal warning, he/she may be given a written warning. This will state the nature of the complaint, the required standards which must be met and a time limit for improvements (if appropriate) and that disciplinary action will ensure if the required standards are not met or if there is further misconduct. A record of the warning and a discussion note will be placed in the employee’s or director’s personal file.

 

4.4       When an employee or director fails to meet the required standards after due warnings have been given, he/she will be referred to an Inquiry Panel to determine what further disciplinary actions need to be taken.

 

4.5       The Inquiry Panel shall consist of a least three (3) nominees comprising the immediate superior and/or the Head of Department of the employee (provided that such members are not a party in filling the action), and at least one other nominee (who shall be nominated by the Group COO or Head of Human Resources) of higher rank than the employee/director. 

 

4.6       The Inquiry Panel shall not comprise member(s) whose presence may affect the impartiality of the Panel in the conduct of its proceedings and recommendations.

 

4.7       When an Inquiry is to be held, the Group shall inform the employee/director concerned in writing, stating the charges against him/her, the time, date and venue of the Inquiry and request him/her to be present to represent his/her own case.

 

4.8      The employee/director has the right to be accompanied by a fellow employee/director at the Inquiry (including appeals). The accompanying employee/director shall be there in the capacity of a witness and shall not normally take any active part in the proceedings.

 

4.9       During the period of the Inquiry, the Group may suspend the employee/director from work without pay for a period not exceeding fourteen (14) days. Should the Inquiry subsequently not disclose any misconduct on the part of the employee/director, and he/she is reinstated, the Group shall forthwith pay the employee/director the full amount of wages so withheld.

 

4.10     During the period of suspension, the Group may notify the employee/director in writing to report to his/her normal place of work, as may be required to enable the Group to carry out its Inquiry and to return to the Group all property and/or equipment issued to him/her.

 

4.11     Should the employee/director be found guilty of an offence under which he/she is charged, the Inquiry Panel may recommend the dismissal of the employee from the Group. The Inquiry Panel may recommend, after considering certain mitigating factors, a lesser punishment as it deems fit. This shall include any one or any combination of two (2) or more of the disciplinary actions from 4.1(d) to (g) and (i).

 

4.12     The proceedings of the Inquiry shall be recorded accordingly, and recommendations made to the Group COO for approval. The Group COO shall not be necessarily bound by the recommendations of the Inquiry Panel and may decide on other forms of punishment as it deems fit.

 

4.13     When the offence/misconduct is so serious as to warrant summary dismissal, the Group COO shall exercise her power of dismissing the employee/director. Such a dismissal shall be reported to the Board of Directors of DynaFront Holdings Berhad.

 

4.14     An employee/director who is found of an offence or misconduct shall have a right of appeal to the Group CEO if he/she is dissatisfied with the disciplinary action meted out to him/her.

 

4.15     An appeal must be made in writing within three (03) working days of a disciplinary action decision being communicated to the employee/director. The grounds upon which an employee/director is appealing must be clearly stated.

 

4.16     Upon Company receiving an appeal, an Appeals Committee shall be formed, comprising two (02) or three (03) employees/directors (at least of managerial level who have not been party to the previous Inquiry Panel) nominated by the Group CEO. The Committee shall convene a meeting within two (02) weeks of the appeal to consider the case. Each case should be reviewed carefully before a decision is made. The Committee may, after its review, recommend:

 

• ratification of an earlier decision;

• imposition of a lesser disciplinary action;

• imposition of a more severe disciplinary action;

• in very exceptional and extenuating circumstances (e.g. based on new material facts being brought into the case), reversal of an earlier decision and reinstatement of the employee.

 

4.17     All recommendations by the Appeals Committee shall be subject to the approval of the Group CEO and shall be final.

 

4.18     Any decision by the respective approving authorities as regards disciplinary action to be imposed on the employee/director shall be communicated to all the directors within the Group before the decision is made and all the employees of the Group within seven (7) days after the decision is made.