1. Introduction
The Board of Directors of CYL Corporation Berhad (the “Company”) and its subsidiary (the “Group”) is committed to creating an environment whereby ethics and professionalism are placed in the highest priority in line with good corporate governance practices. This Code of Conduct (“Code”) sets out the principles and standards of business conduct of the Group.
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2. Objective
The Code is intended to assist the Directors in defining ethical standards and conduct at work and help foster a culture of honesty, integrity and accountability. The Code provides guidance to Directors to assist them to discharge their fiduciary duties to the Group and exercise their powers for a proper purpose.
The Code is designed to enhance the standard of corporate governance and corporate behaviour throughout the Company.
For all intents and purposes, all Directors shall always observe and ensure compliance with all applicable laws, rules and regulations to which they are bound to observe in the performance of their duties.
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3. Applicability
The Code is applicable to the Directors of the Group. The Directors means any person who holds the position of Director in the Group. It includes both executive and non-executive Directors as well as executive and non-executive chairpersons.
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4. Core Areas of Conduct
4.1 Corporate Governance
The Directors are to devote time and effort to attend meetings and to know what is required of the board and each of its Directors, and to discharge their functions and duties. It is pertinent that the Directors stay abreast of the affairs of the Company and be kept informed of the Company’s compliance with the relevant legislation and contractual requirements. The Directors are to at all times act with utmost good faith in any transaction and to act honestly and responsibly in discharging his/her duties as a Director.
4.2 Conflicts of Interest
The Directors are to act in the best interest of the Group and must not engage in activities that detracts from or interferes with his or her full, loyal and timely performance of services to the Group.
Any actual or potential conflicts of interest are to be fully disclosed to the Board of Directors as and when it happens.
4.3 Confidential Information
Directors are to exercise caution and due care to safeguard any information of a confidential and sensitive nature relating to the Group.
The material information must be held in the strictest confidence by the Director involved until it is publicly released.
4.4 Misconduct
No Director is to be involved in or abet any activity that is deemed by the Group to be an act of misconduct.
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5. Compliance Standards
Any suspected violations of this Code are to be communicated to the Chairman of the Audit Committee. Violations will be investigated and appropriate action will be taken in the event of any violations of the Code.
The Code of Conduct is approved by the Board of Directors on 24 June 2013
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