Code of Conduct and Ethics

1. General

   You are required to always maintain an acceptable and satisfactory level of conduct and personal behaviour in a manner that does not damage or tarnish the good image and reputation of the Group. This guideline sets out the minimum standards of conduct and personal behaviour which are to be adhered to promote and maintain a uniform ethical standard or conduct within the Group.

2. Principles relating to Code of Conduct and Ethics
   
   The code comprises the following main principles:
   
   1. To avoid conflicts of interest.
   2. To avoid misuse and/ or abuse of position.
   3. To ensure protection of the Group’s assets and interests, confidentiality of information and to prevent misuse of information obtained through the Group’s operations, either for personal gain or for any purpose other than that intended by the Group.
   4. To ensure compliance with applicable laws, rules, regulations, and Group policies.
   5. To encourage reporting of unlawful or unethical behaviour.

   In addition to these principles, you must accept individual responsibility for your own actions and ensure that your conduct measures up to the high standards of integrity and honesty expected of each Personnel of the Group.

3. Compliance

   Compliance with the law is the foundation on which the Group’s ethical standards are built. The Group is committed to conducting its businesses in compliance with all applicable laws, rules, and regulations, in countries in which the Group operates.

   You are required to comply with all laws, rules and regulations that are applicable to your work, including Group policies and procedures which have been issued pursuant to such laws, rules, and regulations. This includes, but is not limited to, laws relating to money laundering, corruption, competition/ anti-trust, personal data protection, sexual harassment, Bursa Malaysia’s Main Market Listing Requirements, and others.

4. Conflict of Interest
   
   You must not engage directly or indirectly in any business or other activity that competes or conflicts with the interests of the Group. These activities include, but are not limited to, the following:
   
   1. Other Business Interests

      As an employee of the Group, you shall not conduct any business other than the business of the Group during working hours.

   2. Other Employment

      As an employee of the Group, you must devote your time, attention, energy, and skill solely to the business of the Group and you are discouraged from carrying out additional employment outside the Group. If you wish to engage in additional employment, including self-employment or part-time employment, it must be done outside your normal working hours, and must not conflict with your duties nor affect your conduct of duties in the Group.

      You must obtain prior written approval of PPBHO’s Group Managing Director (“Group MD”) or the Chief Executive Officer (“CEO”) of the respective Business Units (“BUs”) (whichever applicable), before undertaking such employment. You must also give full details of such employment, including the nature of the employment, the time required for the employment, and whether there will be any conflict that will arise from such employment. The Group’s approval will be subject to, among other things, whether such employment would prevent you from performing your duties and responsibilities to the Group.

      For more information, please contact the Human Resources Department (“HR”).

   3. Corporate/ Other Directorships

      Save for independent directors, employees of the Group shall not serve as a director of corporations which are not related to the Group without the prior approval of the Group MD. However, an employee may assume directorships of non-profit or public service corporations/ entities, such as religious, educational, cultural, social, welfare, philanthropic or charitable institutions, provided that the discharge of these responsibilities does not interfere with his/ her duties and responsibilities to the Group.

      Directors shall be governed by the Companies Act 2016 (as amended or re-enacted from time to time) and where applicable, Bursa Malaysia’s Main Market Listing Requirements on matters relating to disclosures of conflict of interest.

      For more information on managing conflicts of interest or if you are uncertain about a situation of potential conflict of interest, please refer to the Conflict of Interest Policy & Procedures under the Group’s Anti-Bribery and Corruption Policy and Procedures (“Group ABAC P&Ps”), or speak to your Head of Department or HR or PPBHO’s Risk Management & Integrity Department (“PPBHO RMID”) or the Risk & Integrity officers of the Group.

5. Bribery and Illegal or Unethical Trading Practices
   

   You shall (i) not offer or accept bribes in any form; (ii) not make or accept facilitation payments; and (iii) refrain from taking any illegal, unlawful or unethical actions, or performing any act that might damage the reputation of, or might jeopardise the integrity of the Group.

   For more information on dealing with bribery and corruption matters, please refer to the Group ABAC P&Ps.

6. No Gift Policy
   
   The Group has adopted a “No Gift Policy” whereby the Group’s Personnel, including their family members are prohibited, directly or indirectly, from receiving gifts in any form in their dealings with third parties and stakeholders such as partners, suppliers and vendors (collectively referred to as “Business Associates”), and customers (including potential customers) of the Group, subject only to certain narrow exceptions.
   

   For more information, please refer to the No Gift Policy and Procedures in the Group ABAC P&Ps.

7. Misuse of Position

   You must not use your position or the name of the Group or any of its entities for personal advantage in political, investment, retail purchase or sale transactions, or similar types of activities. The use of such position to obtain preferential treatment not normally accorded to the Personnel of the Group at large is prohibited.

8. Protecting Group Assets
   

   In the performance of your job, you are to protect the assets of the Group against misuse, theft, waste, loss, damage, abuse and misappropriation or infringement of intellectual property rights of the Group and must ensure that these assets are used responsibly and in the best interest of the Group.

9. Accuracy of Information
   

   The Group is committed to ensuring the integrity of its information (including financial information) provided to its stakeholders. It is the responsibility of each employee to ensure that all business and work-related records and accounts are prepared accurately and reliably in a timely manner, and where applicable, conform to generally accepted and applicable accounting principles and all applicable laws, rules and regulations. Falsification, omission, or bad faith alteration of financial or any other records or misrepresentation of information may constitute fraud and can result in civil and criminal liabilities. You are obliged to report to the Group any questionable or improper accounting in the books and records of the Group.

10. Insider Information
    

    You shall not deal in the securities of any company listed or pending listing on a stock or securities exchange at any time when you are in possession of information, whether or not obtained as a result of your directorship in or employment by the Group which is not generally available to shareholders of that company or the public, and which, if it were so available, would likely have a material effect on the market price of the shares or other securities of the company concerned.

    If you possess insider information, you are also prohibited from influencing any other person to deal in the securities concerned or communicating such information to any other person, including other entities’ Personnel or parties who do not require such information in discharging their duty.

11. Confidentiality
    

    You must take every precaution to protect the confidentiality of the Group’s information. You shall not during, or after termination of your directorship in or employment with the Group (except in the proper course of your duties or with the Group’s prior written consent) divulge or make use of any confidential or proprietary information, or any correspondence, accounts, or dealings of the Group, unless the disclosure of any of the aforesaid is required under any applicable laws, rules, regulations or an order of a court of competent jurisdiction.

12. Privacy/ Personal Data Protection
    

    The Group’s commitment to integrity extends to the personal data of its Personnel, Business Associates, customers, or any other party whose personal data is processed or controlled by the Group. Personnel should only disclose personal data to specifically authorized person(s) within the Group on a “need-to-know” basis, to fulfill their job responsibilities. The same is applicable to the Group’s Business Associates, who are required to keep the data secure, confidential, and in accordance with applicable privacy or personal data protection laws in countries in which the Group operates.

13. Competition/ Anti-Trust Laws
    

    The Group competes fairly and ethically for business. This means that the Group does not engage in any anti-competitive practices in the conduct of its businesses. The Group does not enter into any form of contract, arrangement, understanding or concerted practices which prevents, restricts, or distorts competition, or engage in any conduct which gives rise to an abuse of a dominant position, in any market or industry in which the Group operates.

    Personnel must refrain from engaging in any form of anti-competitive behaviour, including but not limited to price-fixing, bid-rigging, market allocation, or any other activities that may violate any competition laws in Malaysia and/ or any other country where the Group operates. Any infringement by the Personnel will be deemed as a misconduct under this Group Code of Conduct and Ethics and may result in disciplinary action, up to and including termination of employment.

14. Environmental and Social Responsibilities
    

    The Group aspires to achieve sustainability excellence in its business activities by integrating sustainability practices into its businesses and generating positive impact through Business Associates and other external stakeholders, where possible. As such, the Group has established policies on sustainability, human rights, climate change, waste management and nutrition (collectively referred to as “Sustainability-related policies”) which are applicable to all its entities in Malaysia.

    For more information on Sustainability-related policies, please refer to the Group’s website or reach out to the Sustainability Department.

15. International Sanctions and Trade Controls
    

    The Group is subject to international trade laws. If you are involved in the import, export or transfer of goods or provision of services across national borders on behalf of the Group or its customers, you must comply with all applicable laws and/ or Group policies regarding international trade or financing restrictions, regardless of where you are located.

16. Media Relations

    All enquiries on corporate matters (other than marketing and promotional activities) from the media, e.g. TV, radio, press, etc must be referred to PPBHO’s Group MD or the CEOs of the respective BUs (whichever is applicable).

    Personnel are not permitted to give interviews for any purpose or on any subject connected with the Group without the prior consent of the appropriate authority.

17. Trade Union and Social Activities

    If you are involved in trade union or social activities, you must conduct these activities in your personal capacity, that is, while you are off-duty (outside of your working hours), away from the office or workplace or any of the Group’s premises, and without the use of the Group’s uniform, vehicles, logos or trademarks. You must also ensure that your involvement or participation in these activities will not infringe upon or interfere with your duties and responsibilities to the Group.

    The Group reserves the right to request that you cease your involvement/ participation in these activities, if such activities prevent you from performing your duties and responsibilities to the Group, and/ or cause detriment or embarrassment of any kind or damage the reputation of the Group.

18. Dealing With Political Parties, Public Officials, and International Organisations
    1. No Political Donation Policy

       The Group maintains a strict No Political Donation Policy. If you receive a request for the Group to make a political donation, for example, to support a political party, you must politely and firmly decline and inform the party making such request of the Group's No Political Donation Policy.

       For more information on political donations and other charitable donations and sponsorships, please refer to the Charitable Donations and Sponsorships Policy and Procedures in the Group ABAC P&Ps.

    2. No Political Lobbying

       The Group strictly prohibits any form of political lobbying (the act of attempting to influence decisions made by government officials) by any of the Group's Personnel. The Group's Business Associates are also prohibited from doing so for all their business transactions carried out on behalf of the Group.

    3. Political Activities

       Any Personnel who attends or participates in political activities should do so in his or her personal capacity, that is, while such Personnel is off-duty (outside of such Personnel’s working hours), away from the office or workplace or any of the Group’s premises, and without the use of the Group’s uniform, vehicles, logos or trademarks. Any political opinions must be clearly stated as the Personnel’s own personal opinions and not as representative of the Group’s position.

        In particular, senior employees, i.e. Job Grade 8 and above, must not attend or participate in any political activities such as party conferences or events, where you are, or may be deemed to be representing the Group, without first notifying the Group MD or the CEOs of the respective BUs (whichever is applicable).

       Any employee who wishes to hold any key position in any political party must disclose and obtain prior approval from the Group MD or the CEOs of the respective BUs (whichever applicable). For Directors, they must disclose this intention to the Board Chair.

       Notwithstanding the above, the Group reserves the right to request that you cease your involvement/ participation in these activities, if such activities prevent you from performing your duties and responsibilities to the Group, and/ or cause detriment or embarrassment of any kind, or damage the reputation of the Group.

    4. Dealing with Public Officials

       A Public Official refers to any person who is a member, an officer, an employee, or a servant of a public body. A public body includes the federal government, state government, local authorities, and their departments, services, and undertakings. Under Section 3 of the Malaysian Anti-Corruption Commission Act, it also includes subsidiaries or companies/ entities over which a public body has controlling power or interest, including registered societies and trade unions.

       Your division or department may be subjected to formal or informal queries from the regulators or government agencies, for example, surprise inspections, investigations or raids. In any of these situations, you would be required to deal with their officers, i.e. Public Officials. The Group requires all Personnel to follow all relevant procedures when engaging with Public Officials, including notifying the management and where applicable, obtaining prior approval.

       For more information, please refer to the section on Dealing with Public Officials Policy and Procedures under the Group ABAC P&Ps.

    5. Financial Crimes, Anti-Money Laundering, Anti-Terrorism Financing Laws and Regulations

       The Group complies with the laws on financial crime, anti-money laundering and anti-terrorism financing (“AMLATF”) in all jurisdictions where it operates. AMLATF laws prohibit the Group from engaging in transactions that involve funds derived from illegal activities, for example, bribery or corruption, or from doing business with any parties who may be involved in or support terrorist activities. As such, the Group will conduct business only with reputable parties that are engaged in legitimate business activities, with funds derived from legitimate sources.

       If you encounter any suspicious activity that makes you question the legitimacy of a person/ entity with whom you are doing business, the activities they are engaged in, or their source of funds, raise the issue immediately with PPBHO RMID or the Head of Risk/ Integrity of the respective BUs.

       For more information on AMLATF, please refer to the Due Diligence Policy & Procedures in the Group ABAC P&Ps.

19. Whistleblowing Procedures

    The Group has established whistleblowing channels which Personnel and external parties are encouraged to use to report potential or actual ethics, human rights, legal or regulatory violations, including improper or unethical business practices, and there are mechanisms in place to ensure that the person making such a report may do so without fear of intimidation. All complaints will be investigated, and any breaches can lead to disciplinary measures, including removal or dismissal.

    For more information on whistleblowing procedures, please refer to the Whistleblowing Policy and Procedures available on PPB’s website or the respective subsidiaries’ websites.

20. Consequences of Non-Compliance

    Any breach, violation, infringement or non-compliance by any Personnel of the Group  with applicable laws, rules or regulations in countries in which the Group operates or the Group’s policies and procedures, including but not limited to the laws, rules, regulations or Group policies relating to money laundering, corruption, competition/ anti-trust, personal data protection, sexual harassment, Bursa Malaysia’s Main Market Listing Requirements, and others, shall amount to a misconduct under this Group Code of Conduct and Ethics and would subject the Personnel to disciplinary action.

    The Group also reserves the right to report any such breach, violation, infringement or non-compliance to the relevant authorities or regulators.

May 2024 (Updated)