Introduction

S & F Capital Berhad (the “Company”) has adopted this Code of Conduct and Ethics (the “Code”) for Directors, management and employees of the Company and its subsidiaries (the “Group”). 

This Code is established to promote the corporate culture which engenders ethical conduct that permeates throughout the Company.

All Directors, management and employees of the Group shall be referred to as “Officer(s)” hereon.

This Code is not intended to be fully comprehensive and there may be additional obligations that the Officers are expected to behave or conduct when performing their duties.

Objective

The objective of this Code is to enhance the standards of corporate governance and corporate behaviour to achieve a standard of ethical behaviour for the Officers based on trustworthiness and values that can be accepted and to ensure the spirit of social responsibility and accountability of the Company is in line with the legislation, regulations and guidelines governing it.

Code of Conduct

Every Officer is responsible to ensure compliance with the Code and should ensure the following:

• Avoid illegal, unethical or otherwise improper acts.
• Report any suspected violation of policies, laws and regulations.
• Take responsibility and accountability for your actions.
• Notify your Head of Department (HOD) or the Board immediately if you suspect any irregularities.

The Company will take disciplinary action against any personnel who fails to act in accordance with applicable statutory laws, Company Policies and Procedures and this Code.

In the performance of his or her duties, each Officer must comply with the spirit of the Code. The core areas of the Code are as follows:-

• Health And Safety

The Company provides a work environment that is safe, secure and free of danger, harassment, intimidation, threats and violence. The Company takes appropriate precautions to prevent injuries or adverse working conditions for each and every Officer. It is the responsibility of each and every Officer to adhere to the prescribed safety rules and acts as well as to raise any concerns which may represent a potential threat to health and safety. Officers are responsible for reporting injuries and unsafe work practices or conditions as soon as they being discovered or become known.

• Conflict of Interest

The Officers should avoid involving in situations where there is a conflict of interest between them as individuals and the interest of the Group. Officers must not use their position or knowledge gained directly or indirectly in the course of their duties or employment for private or personal advantage, whether directly or indirectly.

• Confidential Information

All information obtained in the course of engagement and/or employment with the Company shall be deemed to be strictly confidential and shall not be disclosed to any third party without the consent of the Company. This measure applies to all Officers both during and after the service with the Company.

Except with the permission of the Company, an Officer shall not make any unauthorized public statement, circulate, divulge or communicate with any customer, member of the public, media or government or statutory bodies on the policies or decision of the Company on any issue, or any other information or details in respect of the Company’s business.

• Inside Information

No Officer shall use price sensitive non-public information for personal benefit. Officers are prohibited to trade in securities or to provide information to others to trade in securities of the Company and/or related listed companies until the Inside Information is publicly released.

• Gifts And Business Courtesies

Officers must exercise caution in relation to offering or accepting gifts and business courtesies. Officers should accept gifts in relation to cultural celebrations only. Any other gifts received by Officers shall be declared to the Company.

• Company Records And Internal Controls

The Company’s records must be prepared accurately and honestly, both by accountants who prepare financial statements and by officers who contribute to the creation of business records, for example, by submitting expense records, time sheets, order and invoice records.

Reliable internal controls are critical for proper, complete and accurate accounting and financial reporting. Officers must understand the internal controls relevant to their positions and comply with the policies and procedures related to those controls to ensuring that effective and reliable business processes are in place.

• Company Assets

Officers are accountable both for safeguarding all assets entrusted to them, including the Company’s information resources, records, materials, facilities and equipment under their care or control, from loss, theft, waste, misappropriation or infringement and for using the assets to advance the interests of the Company.

All Officers have an affirmative duty to immediately report the theft, loss or misappropriation of any Company assets, including financial assets, physical assets, information assets and electronic assets to the management.

• Sexual Harassment

Sexual harassment by any Officer is unacceptable. Any questions concerning issues of sexual harassment should be directed either to the employees’ superior or the Human Resource Department. All such reports and/or complaints shall be treated with strictest confidential.

• Integrity And Professionalism

Officers should remember that they are a reflection on the Company and are constantly being judged and otherwise appraised by everyone they come in contact with. All Officers should conduct themselves with the highest degree of integrity and professionalism in the workplace or any other location while on Company’s business.

Communication and Compliance

The Company and the Board should ensure this Code is being communicated to all levels of Officers through staff handbook, notice board, intranet, or corporate website. The Company should include the briefing of this Code to new Officers in the induction programme.

The Board should ensure this Code permeates throughout the Company and is complied by all levels of Officers.

Violations of Code of Conduct

The Company’s Officer should report to supervisors, managers, HODs or Head of Human Resource about the known or suspected illegal or unethical behaviour. The Company’s Executive Directors and senior management shall promptly report any known or suspected violations of this Code to the Board.

Investigations

The Company shall investigate reported concerns promptly and confidentially with the highest level of professionalism and transparency. All internal investigations and audits are conducted impartially and without predetermined conclusions. Each and every Officer shall be expected to cooperate fully with audits, investigations and any corrective action plans, which may include areas for continued monitoring and assessment.

Where external investigations are required, every Officer shall appropriately respond to, cooperate and shall not interfere with, any lawful government inquiry, audit or investigation.

Periodic Review

The Board and senior management of the Company will periodically review the Code and communicate the new changes to all levels of Officers.

This Code of Conduct & Ethics was approved and adopted by the Board on 16 February 2021 and reviewed on 24 February 2023.