Code of Conduct and Ethics for Directors

Corporate GovernanceCode of Conduct and Ethics for Directors

Corporate Governance

Code of Conduct and Ethics for Directors

Amtel Holdings Berhad (“the Company”) has adopted this Code of Conduct and Ethics (“Code”) for Directors. The Code provides the fundamental guiding standards applicable to the Directors for the Directors to carry out their duties in an honest, fair, diligent and ethical manner, within the scope of the authority conferred upon them and in accordance with the applicable laws, rules, regulations, guidelines and internal policies and relevant procedures. Directors are required to observe and uphold the provisions of the Code in carrying out their duties.

This Code is formulated with the intention to achieve the following aims:-

(i)     To encourage high standards of honesty, integrity, ethical and law-abiding behavior expected of Directors; and

(ii)    To provide standards to protect and promote the interests of various stakeholders of the Company.

In the performance of his/her duties, a Director should at all times observe the following:-

2.1   Corporate Governance

2.1.1    Should have a clear understanding of the aims and purpose, capabilities and capacity of the Company;

2.1.2    Should devote time and effort to attend meetings and to know what is required of the Board of Directors of the Company (“the Board”) and each of its Directors, and to discharge those functions;

2.1.3    Should ensure at all times that the Company is properly managed and effectively controlled;

2.1.4    Should stay abreast of the affairs of the Company and be kept informed of the Company’s compliance with the relevant legislation and contractual requirements;

2.1.5    Should insist on being kept informed on all matters of importance to the Company in order to be effective in corporate management;

2.1.6    Should limit his/her directorship of companies to a number in which he/she can best devote his/her time and effectiveness; each Director shall be his/her own judge of his/her abilities and how best to manage his/her time effectively in the Company in which he/she holds directorship;

2.1.7    Should have access to the advice and services of the Company Secretary, to ensure proper procedures, all applicable laws, rules and regulations including insider trading laws are complied with;

2.1.8    Should at all times exercise his/her powers for the purposes they were conferred, for the benefit and prosperity of the Company;

2.1.9    Should disclose immediately all contractual interests, whether directly or indirectly, or whether actual or potential with the Company and its subsidiaries;

2.1.10  Should neither divert to his/her own advantage/benefit any business opportunity that the Company is pursuing, nor may he/she use confidential, sensitive and non-public information obtained by reason of his/her office for his/her own advantage/benefit;

2.1.11  Should at all times act with utmost good faith towards the Company in any transaction and to act honestly and responsibly in the exercise of his/her powers in discharging his/her duties; and

2.1.12  Should be willing to exercise independent judgment and, if necessary, openly oppose if the vital interest of the Company is at stake.

2.2   Relationship with Various Stakeholders including but not limited to Shareholders, Employees, Creditors and Customers

2.2.1    Should be conscious of the interest of various stakeholders including but not limited to shareholders, employees, creditors and customers of the Company;

2.2.2    Should at all times promote professionalism and improve the competency of Management and employees; and

2.2.3    Should ensure adequate safety measures and provide proper protection to workers and employees at the workplaces.

2.3   Social Responsibilities and the Environment

2.3.1    Should adopt an objective and positive attitude and give the utmost cooperation for the common good when dealing with government authorities or regulatory bodies;

2.3.2    Should ensure the effective use of natural resources, and improve quality of life by promoting corporate social responsibilities;

2.3.3    Should be more proactive to the needs of the community and to assist in society-related programmes; and

2.3.4    Should ensure that the activities and the operations of the Company do not harm the interest and well-being of society at large.