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New Guidelines to Strike Off the Name of A Company (12 January 2007)

Code of Ethics for Company Directors

A.  INTRODUCTION
Malaysia is increasingly dependent on the private sector for sustainable growth in commercial and business activities as well as for overall economic growth, especially with the positive economic developments and the privatisation of national operations such as the postal service, telecommunications, power generation and sewerage system providing disclosure of company reports and accounts for in-depth review.

The business environment and laws will continue to become more complex and this has imposed a greater demand for reasonable competence amongst company directors. It is important to establish a standard of competence for corporate accountability which includes standards of professionalism and trustworthiness in order to uphold good corporate integrity.

The experience within the country has exposed a critical need for the formulation of corporate accountability standards in order to establish an ethical corporate environment.

B.  PRINCIPLE
The principle of this code is based on principles in relation to sincerity, integrity, responsibility and corporate social responsibility.

C.  PURPOSE
This Code of Ethics is formulated to enhance the standard of corporate governance and corporate behaviour with the intention of achieving the following aims:

1. To establish a standard of ethical behaviour for directors based on trustworthiness and values that can be accepted, are held or upheld by any one person.
2. To uphold the spirit of responsibility and social responsibility in line with the legislation, regulations and guidelines for administrating a company.

D.  DEFINITION
In the context of this code, a company director means any person who holds the position of director in a corporation irrespective of any designation used, including anyone who follows the directives and advice of a corporate director and who usually takes action, as well as an in-turn or substitute director. A director also includes both executive and non-executive directors as well as executive and non-executive chairpersons.

E.  CODE OF ETHICS
In the performance of his duties, a director should at all times observe the following codes:

1. Corporate Governance
1. Should have a clear understanding of the aims and purpose, capabilities and capacity of the company;
2. Should devote time and effort to attend meetings and to know what is required of the board and each of its directors, and to discharge those functions;
3. Should ensure at all times that the company is properly managed and effectively controlled;
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;
5. Should insist on being kept informed on all matters of importance to the company in order to be effective in corporate management;
6. Should limit his directorship of companies to a number in which he can best devote his time and effectiveness; each director is his own judge of his abilities and how best to manage his time effectively in the company in which he holds directorship;
7. Should have access to the advice and services of the company secretary, who is responsible to the board to ensure proper procedures, rules and regulations are complied with;
8. Should at all times exercise his powers for the purposes they were conferred, for the benefit and prosperity of the company;
9. Should disclose immediately all contractual interests whether directly or indirectly with the company;
10. Should neither divert to his own advantage any business opportunity that the company is pursuing, nor may he use confidential information obtained by reason of his office for his own advantage or that of others;
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 powers in discharging his duties; and
12. Should be willing to exercise independent judgment and, if necessary, openly oppose if the vital interest of the company is at stake.
2. Relationship with Shareholders, Employees, Creditors and Customers

   1. Should be conscious of the interest of shareholders, employees, creditors and customers of the company;
   2. Should at all times promote professionalism and improve the competency of management and employees; and
   3. Should ensure adequate safety measures and provide proper protection to workers and employees at the workplace.
3. Social Responsibilities and the Environment

   1. Should ensure that necessary steps are taken in accordance with the law to properly wind-up or strike off the company register if the company has not commenced business or has ceased to carry on business and is not likely to commence business in the future or resume business as the case may be;
   2. Should adopt an objective and positive attitude and give the utmost cooperation for the common good when dealing with government authorities or regulatory bodies;
   3. Should ensure the effective use of natural resources, and improve quality of life by promoting corporate social responsibilities;
   4. Should be more proactive to the needs of the community and to assist in society-related programmes in line with the aspirations of the concept of 'Caring Society' in Vision 2020; and
   5. Should ensure that the activities and the operations of the company do not harm the interest and well-being of society at large and assist in the fight against inflation.

Code of Ethics for Company Secretaries

A.  INTRODUCTION

With more complex developments in company legislation and the creation of business collaborations to result in larger groups of companies, the role of a company secretary has evolved from just a normal employee to one who is far more important in any company. A company secretary of today is a company officer who is endorsed with heavier responsibilities and a greater power, duties which demand for ethical behaviour from company secretaries at all times.

This Code of Ethics, in general, can be understood to be an adoption of ethics for corporate affairs, which have been formulated to enhance the standard of corporate governance and to instil professionalism and effectiveness in the performance of duties amongst company secretaries.

This Code of Ethics needs to become a code of courtesy that will state all that is true or false and what that is good or bad from a moral point of view.

B.  PRINCIPLE
This Code of Ethics is based on the principles in relation to sincerity, integrity, responsibility and corporate social responsibility.

C.  OBJECTIVE
This Code of Ethics is formulated to enhance the standard of corporate governance and to instil good corporate behaviour in order to achieve the following aims:

1. To instil the practice of professionalism amongst company secretaries based on the tenets of moral responsibility, competency and effectiveness in administration; and
2. To uphold the spirit of responsibility and social accountability in line with the legislation, regulations and guidelines for administrating a company.

D.  CODE OF ETHICS
In the performance of his duties, a company secretary should always observe the following codes:

1. Strive for professional competency and at all times exhibit a high degree of skill and proficiency in the performance of the duties of his office;
2. At all times, exercise the utmost good faith and act both responsibly and honestly with reasonable care and due diligence in the discharge of the duties of his office;
3. At all times, strive to assist the company towards its prescribed objectives based on the tenets of moral responsibility, efficiency, and effectiveness in administration;
4. Have a clear understanding of the aims and purpose of the company as well as the powers and restrictions as provided in the Memorandum and Articles of Association of the company;
5. Be knowledgeable of regulations and procedures for meetings, particularly quorum requirements, voting procedures and proxy provisions and be responsible for the proper administration of meetings;
6. Neither direct, for his own advantage, any business opportunity that the company is pursuing nor use or disclose to any party any confidential information obtained by reason of his office, for his own advantage or that of others;
7. Adopt an objective and positive attitude and provide full co-operation for common benefit when dealing with government authorities or regulatory bodies;
8. Disclose to the board of directors or an appropriate public officer any information within his knowledge that he honestly believes suggests that a fraud is being, or is likely to be, practised by the company or by any of its directors or employees;
9. Disclose to the board of directors or an appropriate public officer any information within his knowledge that he honestly believes suggests that a fraud is being, or is likely to be, practised by the company or by any of its directors or employees;
10. Assist and advise the directors to ensure that the company, at all times, maintains an effective system of internal control for the keeping of the necessary registers and accounting records;
11. At all times, be impartial in his dealings with shareholders, directors and, without fear or favour, use his best endeavours to ensure that the directors and the company comply with the relevant legislation, contractual obligations and other relevant requirements;
12. Be present in person, or ensure that in his absence he is represented, at the company's registered office on the days and at the hours that the office is accessible to the public;
13. Advise the board of directors so that no policy which is in conflict with the interest of the company’s stakeholders is adopted by the company;
14. Be aware of all reporting and other requirements imposed by the statute under which the company is incorporated;
15. Be present or represented at company meetings and not allow himself or his representative to be excluded or withdrawn from those meetings in a way that would prejudice his professional responsibilities as secretary of the company.