Code of Conduct and Ethics

This Code of Conduct and Ethics applies to all Karyon Industries Berhad (“KIB”) directors, officers and employees as well as to directors, officers and employees of each subsidiary of KIB. KIB and its subsidiaries are referred to herein collectively as the “Company” or “KIB Group”.

Purpose of the Code

This Code serves to emphasize the Company’s commitment to ethics and compliance with the law in its business operations. It provides a framework for all employees of the KIB Group ensuring the observance to and compliance with the standards of integrity and behavior that the Group is committed to. However, this Code is not intended to be all-encompassing and there are areas in which the KIB Group has developed and will develop specific detailed policies. This Code is to be read and applied in conjunction with existing rules and policies within the Group.

The Code of Conduct and Ethics can be supplemented or amended by the Board of Directors. All waivers of any provisions in the Code for any officer or Director may only be made by the Board of Directors.

Code of Conduct and Ethics

i ) Conflicts of Interest

A conflict of interest exists when a person’s private interest interferes in any way with the interests of the Company. A conflict can arise when a Covered Party takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest may also arise when a Covered Party, or members of his or her family, receives improper personal benefits as a result of his or her position at the Company.

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships. No gift or entertainment should ever be offered, given, provided or accepted by any Company employee or officer, family member of an employee or officer or agent unless it: (1) is not a cash gift, (2) is not excessive in value, (3) cannot be construed as a bribe or payoff and/or (4) does not violate any laws, regulations or policies of the Company.

Covered Party may not work for a Company competitor, supplier or customer, either directly or indirectly, such as in the capacity of a consultant, while employed by the Company. The Company’s equipment and assets may not be used for non-Company business in any manner.

Covered Parties are expected to devote their full time and attention to their positions with the Company. Outside employment should not interfere with this commitment, should not create conflict of interest, and should not impair his/her ability to meet work responsibilities of the Company.

ii ) Confidentiality

All Covered Parties must maintain the confidentiality of all Company proprietary and confidential information. This includes, among other things, all non-public information regarding the Company, its business, customers, associates, suppliers, vendors, developments, finances and all our customers’ confidential information. Generally, any information of the Company’s which would be used by outside persons to their advantage and/or to the Company’s detriment should be considered confidential. Distribution of confidential information in any manner is prohibited, including verbal, written and electronic such as in emails, internet chat rooms and blogs.

Many of our customers have entrusted us with their sensitive confidential and proprietary information. In most such instances, the Company has entered into a written agreement to protect the customer’s information and hold it in strict confidence. Often we are obligated not to disclose that we have received confidential information or that we are even dealing in any manner with the customer or prospective customer. Customer confidential information should not be discussed with anyone, who does not have a business reason to know.

The obligation to preserve confidential information continues even after employment ends.

iii) Insider Trading

All non-public information about the Company should be considered confidential information. Covered Parties who have access to confidential information about the Company or any other entity are not permitted to use or share that information for trading purposes.

iv ) Corporate Opportunities

Covered Parties are prohibited from taking for themselves opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors of the Company. No Covered Party may use corporate property, information or position for improper personal gain, and no employee may compete with the Company directly or indirectly. Covered Parties owe a duty to the Company to advance its legitimate interests whenever possible.

v ) Discrimination and Harassment

The Company has absolutely no tolerance for harassment or other unlawful behavior in the workplace. All employees should be able to work in a satisfying environment free of discrimination, and free of any form of harassment, whether based on race, color, religion, age and gender. Any offensive physical, written or spoken conduct, including conduct of a sexual nature, is prohibited. This includes unwelcome advances, verbal or physical conduct.

vi ) Abuse of power

The abuse of power is the improper use of a position of influence, power or authority by an individual towards others. It may consist of conduct that creates a hostile or offensive work environment, which includes the use of intimidation, threats, blackmail or coercion. The Company does not allowed this conduct to be practice in the workplace. Decisions made through the proper use of managerial and supervisory responsibilities are not considered as abuse of authority.

vii ) Health and Safety

The Company strives to provide each employee with a safe and healthy work environment. Each employee has the responsibility for maintaining a safe and healthy workplace for all employees by following environmental, safety rules and practices and by reporting accidents, injuries and unsafe equipment, practices and conditions. Violence and threatening behavior are not permitted.

Employees are expected to perform their Company related work in a safe manner, free of the influences of alcohol, illegal drugs or controlled substances.

viii ) Protection and Proper Use of Company Assets

All Covered Parties should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. All Company assets are to be used for legitimate Company purposes. Any suspected incident of fraud or theft should be immediately reported for investigation. Company assets should not be used for non-Company business.

The obligation of employees and officers to protect the Company’s assets includes the Company’s proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, formulations, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information is a violation of Company policy.

ix ) Corruption

An act of corruption has the effect of compromising the due and proper performance of duties and the exercise of authority, thereby affecting the integrity of the decision making process and decisions concerning the Company’s business or affairs.

All employees shall not directly or indirectly receive any illegal or improper payments or comparable benefits that are intended or perceived to obtain undue favours for the conduct of our business.

x ) Money Laundering

Money laundering is generally defined as occurring when the criminal origin or nature of money or assets is hidden in legitimate business dealings or when legitimate funds are used to support criminal activities.

The Company strives to avoid the risk of our operations being used by money launderers. We must not knowingly do business with anyone who we suspect of being connected with money laundering or criminal activity to protect the interest of the Company.

xi ) Compliance Procedures

The Company is committed to operating its business in accordance with the highest level of integrity and ethics standards. The Company wants to make sure that everyone who does business on behalf of the Company understands this Code and is able to ask questions if advice is needed. Should an improper practice or irregularity occur within the Company, we are committed to correcting the problem and taking appropriate steps to ensure it does not happen again.

Not all situations will be clear-cut. They may present us with difficult choices. We cannot possibly anticipate all situations and conduct that may fall under the Code. If you are unsure of what the Code requires, are concerned that the Company may be in violation of law, or feel that the Code or another policy is being violated, you should follow these guidelines:

1. Get the facts.
2. Ask yourself these questions about the conduct at issue:
     – Does it violate our Code?
     – Is it consistent with our Core values?
     – Is it fair and just?

If the answers lead you to believe there may be a violation of the Code or other Company policy, you should seek further clarification or guidance from your supervisor or management. We encourage you to come forward with questions and to report possible irregularities.

xii ) Consequence for Non-Compliance

Failure to comply with these guidelines will result in appropriate disciplinary action, including, without limitation, penalties, demotion, suspension with or without pay or benefits, removal from office or dismissal.


Review and approved by the Board on 10 July 2019.