29.1 Our Objective, Philosophy, Sustainability and Culture
29.1.1 Growing Together is our objective and mission. Our priority is to provide innovative and uncompromising quality services to our clients. We are committed to develop human capital and career development opportunities for our people. Ge-Shen Corporation Berhad and its subsidiaries (“Ge-Shen”) strives to deliver long term sustainable value-creation for the community and stakeholders of the company.
29.1.2 We are a company that looks forward and embraces change, redesigning ourselves to face tomorrow’s big issues. Our core culture principles of Integrity, Transparency, Ownership, Respect and Speed continues to guide our growth and maintain our success. It is laid down the principles of personal and professional behaviour expected of all Ge-Shen employee in Malaysia and Vietnam or any other countries in future.
Integrity is where we need to maintain high levels of personal and professional values in business interactions and decisions. Transparency is where we uphold honesty and openness without compromising the truth to enable better analysis and decision making. Ownership means being responsible and accountable for actions, products, services, decisions and policies made. Respect with the individuals we interact and the environment that we operate in (internally and externally) and committing to being responsible in all our actions. Speed in accelerating value creation in fulfilling customers’ requirement and business goal.
29.1.3 To sustain, we believe that the Environment, Social and Governance (“ESG”) are crucial to our success. We strive to create long term value for our customers, employees, communities and shareholders through a careful process driven approach to ESG.
29.1.4 We will take a strong stance against any behaviour that undermines the reputation that we have built since 2003. Ge-Shen has a zero-tolerance approach to bribery and corruption and all other illegal or unethical behaviour. All employee across Malaysia and Vietnam or any other countries in future are expected to be in full compliance with all applicable laws and regulations. Where relevant, the same standards shall apply to those who represent us, from agency staff to suppliers.
29.1.5 At the workplace, we promote an inclusive culture where everyone is treated fairly and with care and respect. Ge-Shen is committed to ensuring equal opportunity on the basis of merit and to ensure a safe working environment that is free from discrimination, bullying and harassment.
29.1.6 Each of us has a responsibility to uphold the Ge-Shen Code of Conduct. It should be applied in everyday actions.
29.2 Scope
29.2.1 We expect that all person associated with Ge-Shen, either director, partner, employee, agent or any person of company performs services for or on behalf of Ge-Shen to act in accordance with the highest standards of professional and ethical behaviour, as defined in Ge-Shen Code of Conduct (the “Code”) for Ge-Shen and its subsidiaries in Malaysia and Vietnam or any other countries in future.
29.2.2 The Code outlines the expectations and responsibilities in our decision making and actions. It is designed to help us understand our responsibilities and obligations and to provide direction in the face ethical and professional dilemmas or conflict of interest.
29.2.3 All individual working for or in connection with us, including but not limited to senior management, executives, management associates and non-executives both working on full-time and part-time basis, temporary employees such as trainees and interns (“Employees” for the purpose of this Code only) and where relevant, third-party independent contractors, agents, agency staff, consultants, vendors and suppliers of goods and services (“Business Associates” for the purpose of this Code only) are subject to the Code, in addition to all other applicable policies or standards established by Ge-Shen and the local laws in the jurisdictions in which we operate.
29.2.4 As a matter of practicality, the Code cannot possibly cover every policy, procedure and industry guideline. We expect all Employees and Business Associates to apprise themselves of all relevant information that may apply to their job functions.
29.2.5 Employees should read the Code in conjunction with the local laws of the country or jurisdiction in which they work. This also includes (if any) the Code of Conduct applicable to the manufacturing industry in the country or jurisdiction which sets out the standards of good manufacturing practices to be observed by all manufacturing employees. Where the local laws, regulatory requirements or manufacturing practices of the country or jurisdiction in which Employees work impose a higher standard than this Code, then such local laws, manufacturing practices and/or regulatory requirements must be complied with. The Code and other applicable Ge-Shen Group Financial and Corporate Policies and Procedures Manual (“GFCPPM”) may be updated or amended from time to time, and Employees are required to update themselves of these changes, and to comply with all changes accordingly.
29.2.6 The Code are accessible either from the company network share folder, from the “click link”, or also can be accessed from the web search i.e. Google web search.
29.3 Our People
29.3.1 Employees are expected to lead by positive example and to observe the rule and spirit of the Code and Laws. In practice, this means each of us must respect the rights and dignity of all Employees and help to create a safe working environment free from discrimination, bullying and harassment, and in which personal data of Employees is protected. It is also important that Employees undergo regular training, co-operate fully with appropriately authorised external and internal investigations.
29.3.2 Discrimination
29.3.2.1 Respect is central to a safe and harmonious working environment in which Employees are treated fairly, encouraged to develop their skills and rewarded on the basis of individual and team performance.
29.3.2.2 Ge-Shen is committed to ensuring equal opportunity for all Employees on the basis of merit. We will not tolerate any kind of discrimination, bullying or harassment, whether based on a person’s race, ethnicity, gender, gender identity or expression, colour, creed, religion, national origin, nationality, citizenship, age, disability, marital status, sexual orientation, culture, ancestry, veteran status, socioeconomic status or any other legally protected characteristic. Such behaviour is inconsistent with our core value of respect behaviour and our long tradition of providing a respectful, professional and dignified workplace.
29.3.2.3 We will also not tolerate or condone any of the above forms of discrimination that improperly interferes with an Employee’s work performance or creates an intimidating, hostile, demeaning or offensive working environment.
29.3.2.4 Ge-Shen forbids harassment in both the workplace and cyberspace. All Employees must always comply with the Ge-Shen’s policy in this regard and treat their colleagues with respect and dignity at all times.
29.3.2.5 By “harassment”, we mean any behaviour, whether verbal, non-verbal or physical that affects the dignity of those in the workplace, or is personally offensive and fails to respect the rights of others or fails to recognise the impact that such behaviour may have on others, or creates an unfavourable work environment for others which poses a risk to their safety and health. Harassment can also take place through different modes of communications, including email, text messaging or social media. The key here is to refrain from any behaviour that would be viewed as demeaning and/ or unacceptable by the recipient, including Employees, customers and Business Associates.
29.3.2.6 It is important that Employees understand that they are expected to behave respect in their business-related activities both on and off the organisation’s premises, at business sponsored social events and, on any occasion, where they are or can be seen to be representing the organisation.
29.3.2.7 Examples of inappropriate behaviour that would constitute a breach of this policy include:
• unwanted physical contact or unwelcome sexual advances
• the display of pornographic or sexually suggestive pictures, objects or written materials
• obscene language
• sexually explicit or racially offensive jokes or comments
• discriminating against someone on the grounds of their sex, race or disability
• insulting someone
• excluding or victimising someone
• engaging in conduct that denigrates or ridicules or is intimidating or physically abusive due to a person’s background, culture or ethnicity, such as a racial slur
• cyber bullying
• stalking
29.3.2.8 Employees must be mindful of how they behave within the Ge-Shen’s premises as well as outside them. Behaviour that might be perceived as obscene, defamatory, threatening, harassing, discriminatory or hateful to another person or entity, or involve ethnic slurs, personal insults or obscenities is not acceptable. Such behaviour has an impact not just on an individual’s reputation but also on that of Ge-Shen.
29.3.2.9 The promotion of cultural, ethnic, gender and other forms of diversity at the workplace is a critical part of the Ge-Shen’s strategy in serving the needs of our diverse customer base. In this regard, we will continue to recruit, retain, develop and reward the best talent for Ge-Shen, without prejudice.
29.3.2.10 Ge-Shen will also not tolerate any type of discrimination by vendors, contractors and other companies who may have business with the Ge-Shen and/or represent Ge-Shen.
29.3.2.11 Ge-Shen is subject to the Malaysia Employment Act 1955, Malaysia Penal Code Act 574 and any similar laws in other relevant jurisdictions.
29.3.3 Conducive and Healthy Environment
29.3.3.1 Ge-Shen is committed to conducting its business in a way that upholds the safety and well-being of its Employees, customers, Business Associates and the environment. This means that everyone’s behaviour contributes to an incident-free and injury-free workplace wherever we operate.
29.3.3.2 It is essential that Employees and Business Associates do not engage in criminal or illegal activity and that they act in accordance with the local laws of the jurisdictions in which they are working, in the following ways:
• Employees and Business Associates must keep their judgment clear and unimpaired from the misuse of drugs or alcohol at all times. They should never sell, possess or come under the influence of illegal drugs while conducting business for Ge-Shen, at the workplace or on their personal time. Also prohibited is the inappropriate or excessive use of alcohol while on business for Ge-Shen and at the workplace. We encourage Employees to consume alcohol responsibly, and within the limits prescribed by the Law.
• They must comply with all relevant health and safety laws and guidelines, and promptly report any condition that may pose a health, safety or environmental hazard to their immediate supervisor and/ or Human Resources.
• They must not indulge in excessive gambling or engage Ge-Shen’s customers in any form of gambling. Additionally, no betting or gambling of any form is allowed in the office or within our premises, and on any occasion where they are or can be seen to be representing the organisation.
29.3.3.3 For more information, refer the details related to Ge-Shen’s GFCPPM Section 17: Corporate Responsibility at http://tiny.cc/tyhqkz
29.3.4 Protection of Personal Data
29.3.4.1 Ge-Shen regards the lawful and correct treatment of personal data to be of utmost importance. “Personal data” includes, but is not limited to:
• Name, Age, Gender, Nationality, IC Number, Date of Birth
• Contact Details such as house number, Mobile number
• Bank Account number
• SOCSO, EPF, Tax details
• Full Address
• Marital Status
• Email Address
• Any other information supplied by you that can indirectly or directly identify you, in order for us to carry out our contract with you.
29.3.4.2 Ge-Shen collects, uses, discloses and retains personal data in accordance with the Malaysia Personal Data Protection Act 2010 (“PDPA”) and applicable data privacy laws in other relevant jurisdictions.
29.3.4.3 Employees and Business Associates may have access to personal data in the course of performing their duties. If we are in possession of personal data, we must protect the confidentiality of the data, and never under any circumstances use it to benefit ourselves or any third party. This includes handling personal data carefully, so as to prevent unauthorised access, and using secure methods to transfer, store and dispose of personal data. Employees and Business Associates should use personal data only to perform the duties which are part of the job and should not share personal data internally or with external third parties, unless authorised to do so.
29.3.4.4 For more information, refer the details related to Ge-Shen’s Personal Data Privacy at http://tiny.cc/l1hqkz
29.3.5 Training
29.3.5.1 Ge-Shen will support its Employees to acquire the right skillsets and mindsets so that they make decisions in the best interests of Ge-Shen, our colleagues and our customers. All Employees and, where relevant, Business Associates must undergo regular training, in particular in areas identified by Ge-Shen as mandatory, including but not limited to our Code of Conduct, Conflict of Interest, Related Party Transaction, Whistleblowing and Fraud and Bribery Awareness. We must always maintain training records to monitor the training completion of Employees and Business Associates.
29.3.5.2 Training in the above areas is mandatory for all new Employees as part of their induction process, and will also be offered to Business Associates, where relevant.
29.3.5.3 Ge-Shen will regularly assess the effectiveness of training activities.
29.3.5.4 For more information, refer the details related to Ge-Shen’s Group Human Resource Policy at http://tiny.cc/e4hqkz
29.3.6 External and Internal Investigations
29.3.6.1 We hold ourselves accountable for upholding the highest standards of ethics and integrity. All Employees and Business Associates must co-operate fully with any appropriately authorised external or internal investigation, both during and after their employment or engagement by Ge-Shen. Making false, misleading, malicious or untrue statements, and the tipping off or unauthorised disclosure of an investigation are grounds for disciplinary action, including the termination of employment or other relationships with Ge-Shen.
29.4 Our Customers
29.4.1 In line with our core values, we stand united with our customers and are committed to delivering excellent service. Treating all customers fairly and with respect, keeping their information confidential, and maintaining our professionalism, independence and objectivity is central to Ge-Shen way of working. To protect our customers, we conduct appropriate due diligence on goods or services offered before accepting them as our customers.
29.4.2 Treating Customers Fairly
29.4.2.1 We are focused on building trusted and lasting relationships with our customers based on mutual respect, active partnership and long-term commitment. Treating our customers fairly is integral to providing excellent customer service.
29.4.2.2 Our core culture principles of Integrity, Transparency, Ownership, Respect and Speed underpins our commitment to delivering the five outcomes:
• Outcome 1: Customers have confidence that they deal with Ge-Shen where fair treatment is central to the corporate culture.
• Outcome 2: Ge-Shen offer goods and services that are suitable for their target customer segments.
• Outcome 3: Ge-Shen have competent representatives who provide customers with quality advice and appropriate recommendations.
• Outcome 4: Customers receive clear, relevant and timely information to make informed decisions.
• Outcome 5: Ge-Shen handle customer complaints in an effective and prompt manner.
29.4.3 Protecting Customers’ Information
29.4.3.1 Ge-Shen is committed to protecting customers’ information and using it appropriately, in accordance with applicable privacy of customer information, privacy and data security laws and regulations.
29.4.3.2 Safeguarding this data and maintaining its confidentiality are fundamental to maintaining the trust and confidence our customers have placed in us. Any wrongful use or disclosure of confidential data will undermine customers’ trust in Ge-Shen and may lead to regulatory penalties, as well as possible legal action by customers against Ge-Shen. It may also damage Ge-Shen reputation.
29.4.3.3 This means that when handling customer information and business data, both during and after our employment with Ge-Shen, we must always comply with:
• applicable privacy of customer information, privacy and data security laws
• contractual requirements
• Ge-Shen policies and procedures
29.4.3.4 We should always ensure that disclosure of information to parties internally within the organisation takes place strictly on a need-to-know basis. Customer information must not be accessed or used for personal advantage or for the benefit of third parties. Information belonging to a customer should not be shared with another customer, with any employee, officer or shareholder of a customer, or with any third party, without specific authorisation.
29.4.3.5 We operate in Malaysia and in Vietnam or any other countries in future and are therefore subject to national and local laws, regulations and risks that vary from one country to another. This means that the classification of information as “customer” or “business” data may differ, depending on the laws applicable to where Employees work. “Customer” includes past, present and prospective customers.
29.4.3.6 Some examples of customer information and business data are:
• identification or passport number
• financial information including account and transaction details
• business plans
• drawing
• patent or copyright
• contact details including telephone numbers,
• credit facilities
29.4.3.7 Non-compliance, including wrongful disclosure or use of customer information after cessation of employment with Ge-Shen, is a criminal offence in certain jurisdictions and the penalty is a fine and/or imprisonment. Ignorance of the confidentiality or data privacy laws is not an acceptable reason for non-compliance, so we must ensure that we are familiar with the laws that apply to our work.
29.4.4 Maintaining Professionalism, Independence and Objectivity
29.4.4.1 We must always use reasonable care and judgment to prevent, to avoid and to address proactively circumstances that threaten or appear to threaten our professionalism, independence and objectivity. We should never place ourselves in a position where our ability to conduct business in an ethical manner may be or appear to be compromised, or where our action(s) may violate the law or Ge-Shen policies and standards.
29.4.4.2 Some examples of unacceptable conduct and prohibited practices are listed below (not limited to). Such acts are prohibited under Ge-Shen policy and could be a criminal offence:
• providing false or fake information
• hiding information or do not escalate pertinent information that may affected current and future business
• disseminate confidential information to unauthorised parties and without authorisation
• fail to declare conflict of interest
29.4.5 Conducting Proper Governance and Due Diligence on Goods or Services Offered
29.4.5.1 Ge-Shen is committed to protecting our customers by conducting appropriate due diligence on goods or services to address all associated risks and to ensure that they are suitable for the targeted customers before the goods or services are made.
29.4.5.2 We must ensure that goods manufactured by Ge-Shen, including third-party products on-behalf of Ge-Shen’s name, go through the goods approval process before these goods are finalised for potential customers.
29.5 Company Property
29.5.1 Ge-Shen protects its intellectual property and respects the intellectual property rights of others. We must adhere to this policy and ensure that we use company assets only for official purposes. We must also ensure that we keep proper records as well as handle and dispose records properly.
29.5.2 For more information, refer the details related to Ge-Shen’s Group Human Resource Policy at http://tiny.cc/e4hqkz
29.5.3 Company Information
29.5.2.1 Employees and, where appropriate, Business Associates must keep business information confidential at all times. This includes outside the workplace and working hours, and even after the departure of the Employee or the end of the engagement with Ge-Shen.
29.5.2.2 Such information includes, but is not limited to:
• customer information
• internal policies
• human resources and employee salary and benefits information
• business strategies and plans, including information relating to pricing and products, until such time when they are made public
• other proprietary information acquired during the course of the Employee’s or Business Associate’s work
29.5.4 Intellectual Property
29.5.3.1 The owners of intellectual property have rights granted to them under the law. Intellectual property includes, but is not limited to, patents, industrial designs, user interface, trademarks and copyrights.
29.5.3.2 Any intellectual property developed or acquired by Ge-Shen is company property, and we must make every effort to secure our interests in this regard. Employees with access to such intellectual property must not, without proper authorisation, disclose or use it, during or after their employment with Ge-Shen.
29.5.3.3 We must also respect the intellectual property rights of others, such as our customers. This is particularly important to remember before we copy or distribute written or electronic materials to avoid any intellectual property infringement. We must never use intellectual property obtained in the course of our employment with another company without first having obtained that company’s written consent.
29.5.3.4 Ge-Shen respects the limitations placed on third-party software by the software developer and/or distributor. Employees must always use software in the manner specified in the licensing agreement.
29.5.5 Use of Ge-Shen Information Technology Assets
29.5.4.1 Ge-Shen’s computers; software (whether or not installed on Ge-Shen’s computers or electronic devices); networking resources; electronic communications systems including e-mail, telephone and voice systems; and other computer-processed information (collectively, “Information Technology Assets”) are the property of Ge-Shen, and should be used strictly for delivering Ge-Shen’s goods and services.
29.5.4.2 Good security practice is the best way we can protect our Employees and customers; our customers’ and our own assets; and the valuable information we use in the course of our business. At Ge-Shen, good security is everyone’s responsibility.
29.5.4.3 It is important that Employees and Business Associates always follow Ge-Shen policy and procedures to ensure valuable assets are not lost, stolen or compromised. Each of us is accountable for the valuable assets entrusted to our care and we should ensure these are used responsibly, appropriately and ethically. Maintaining confidentiality is of paramount importance in this regard.
29.5.4.4 The use of Information Technology Assets is governed by Ge-Shen’s GFCPPM Section 26: Information Technology. To protect these assets, we must become familiar with and always comply with this and any other relevant IT security policies, including those on personal computing, internet access and email usage.
29.5.4.5 Ge-Shen also reserves the right to monitor, record and audit an Employee’s or a Business Associate’s use of Information Technology Assets if there are reasonable grounds to suspect illegal or other inappropriate conduct.
29.5.4.6 For more information, refer the details related to Ge-Shen’s GFCPPM Section 26: Information Technology at http://tiny.cc/ldiqkz
29.5.6 Accurate Records, Records Retention, and Proper Handling and Disposal of Records
29.5.5.1 Ge-Shen business records must always be prepared accurately and reliably. In particular, we must ensure that business records are complete, correct, present a fair view of our business and are retained for the required/regulatory period. Information reported and recorded by Employees and Business Associates for Ge-Shen’s purposes or for use by third parties must be reported or recorded honestly and accurately, with appropriate supporting documents where applicable. It is important that we never tamper with or falsify information on any record or document. We must ensure that our records are of a high standard so that fair and accurate books are available for audit and inspection.
29.5.5.2 All Employees and Business Associates are responsible for protecting the confidentiality of company related and customer records acquired and created in the course of our work. The same level of care should also be taken when disposing such records when they are no longer required to be retained. It is important to note that customer’s confidential information picked up by any unauthorised persons through improperly disposed records could constitute a breach of privacy of customer information as well as Personal Data Protection Act obligations. A breach of confidentiality by any Employee or Business Associate will result in disciplinary action.
29.5.5.3 Employees and Business Associates must always comply with all applicable laws and any relevant records management policies or procedures as implemented by Ge-Shen. All “off the record” accounts or transactions in relation to improper payments are prohibited.
Records and data must also be preserved and destroyed in accordance with relevant laws and Ge-Shen records management policies or procedures.
29.5.5.4 Employees who become aware that any documents, records or data are, or may be, required for the purposes of legal action or investigation must promptly notify and consult with Ge-Shen Corporation Berhad’s (“GSCB“) Managing Director and/ or Executive Director. Failing to maintain such documents, records or data, or destroying, concealing or altering them, may result in criminal and civil proceedings against Ge-Shen and the Employee(s) concerned.
29.6 Our Organisation
29.6.1 All Employees must seek to protect Ge-Shen; know and comply with the laws and regulations of the countries in which they operate; avoid conflicts of interests; and reject bribery and corruption. We must never engage in insider trading.
29.6.2 Insider Trading
29.6.2.1 Ge-Shen has an integral role in ensuring the integrity of the financial system. When in possession of inside information, we must not trade in the related securities (for instance, shares or options), or disclose such information to family, friends or any other person.
29.6.2.2 Inside information refers to non-public information that is not generally available and, if it were generally available, a reasonable person would expect the information to have a material effect (whether positive or negative) on the price of GSCB securities, or that the information could influence persons in deciding whether or not to subscribe for, to buy or to sell those securities.
29.6.2.3 Some examples of inside information are:
• financial results
• major acquisitions, divestments and/or mergers
• major joint ventures
• significant capital projects
• significant contracts
• takeover bids
29.6.2.4 We must ensure that we handle such information with the appropriate care. Insider trading and tipping off or passing on non-public price-sensitive information is unethical and an abuse of confidential information.
29.6.2.5 All Employees should note that insider trading is a criminal offence in most jurisdictions and carries with it a fine and/or imprisonment.
29.6.3 Conflicts of Interest
29.6.3.1 A decision to transact business with any party must be based solely on business considerations, free from bias and in the best interests of Ge-Shen. We must always ensure our personal activities and interests do not conflict with our responsibilities to the Ge-Shen. We must not knowingly permit ourselves to be placed in a position where our interest is or could be perceived as adverse or potentially adverse to the Ge-Shen.
29.6.3.2 If you think that you could be in a conflict of interest situation, you should immediately disclose all relevant details to your supervisor or senior management, as appropriate.
29.6.3.3 You may also contact the Whistleblowing Hotline through e-mail at chairman@gscorp.com.my in the event that you need to report conflicts of interests that involve your colleagues, supervisors or senior management.
29.6.3.4 Employees owe a duty to advance Ge-Shen’s legitimate interest when the opportunity to do so arises. At the same time, Employees must never take for themselves (or direct to a third party) a business opportunity that they have discovered through the use of corporate property, information or position, unless Ge-Shen has already been offered and has declined the opportunity.
29.6.3.5 As it is not practical to describe every potential conflict of interest in the Code, Employees must exercise sound judgment and adhere to the highest ethical standards in conducting both professional and personal affairs. We must always maintain a sound personal financial condition and avoid situations that may prevent us from carrying out our responsibilities to the best of our ability.
29.6.3.6 For more information, refer the details related to Ge-Shen’s GFCPPM Section 13: Conflict of Interest at http://tiny.cc/rriqkz
29.6.4 Gifts and Entertainment
29.6.4.1 It is accepted business practice for, at times, modest gifts or entertainment opportunities to be offered and accepted as a legitimate way of building relationships. However, there is a risk that the inappropriate provision of gifts and entertainment can be used to influence improperly a business outcome or could result in the conferring of an unfair business advantage, thus constituting a bribe.
29.6.4.2 “Gifts” include money, goods or services given ostensibly as a mark of friendship or appreciation. The term could also refer to favours, advantages and preferential treatment, as well as any form of entertainment provided to the recipient where the giver is absent.
29.6.4.3 “Entertainment” may include meals, expenses-paid overseas trips, or tickets to movies, musicals, social or sporting events where the giver is present at the function with the recipient with the ostensible purpose of building a relationship. When the giver is absent, entertainment should be treated or declared as a “gift”.
29.6.4.4 The general test on whether the gift or entertainment is permissible is whether it is reasonable, proportionate and justifiable in the circumstances. It should not be excessive in value, provided too often or give rise to the tendency to leave the recipient in a position of obligation and to induce improper conduct.
29.6.4.5 The guidelines below outline the treatment and declaration of gifts and entertainment. Where local anti-corruption laws set a higher standard than these guidelines, the Employee must comply with such local laws.
A. Gifts
i. Circumstances in which gifts cannot be accepted
a. Ge-Shen recognises the risk that the receipt of gifts by Employees may create an inappropriate expectation or obligation, or a wrong impression that there was an improper inducement to grant concessions.
b. Employees must comply with the following Ge-Shen requirements:
• We must never solicit any gift from anyone in connection with work
• We must never under any circumstances accept a gift of cash in connection with work
• We must never accept any gift under circumstances where it may appear to others that our business judgment has been compromised, or where we might be placed under an obligation that conflicts with our duty
ii. Circumstances when gifts may be accepted
a. Employees may accept:
• Non-cash gifts (including sponsorships of non-cash gifts for company, social or staff function) that are voluntarily offered by the giver if the value is in line with accepted business practices and cannot be construed as improperly influencing their good business judgment
• Gifts that are beyond accepted business practices but are justified and approved by the Head of Department or Head of Company (as the case may be); or
• Where it is impractical or inappropriate to refuse a gift (including sponsorship of non-cash gifts for company, social or staff function), or where refusal would cause offence or embarrassment or adversely affect the relationship of Ge-Shen with the person offering the gift provided that the acceptance of gift must not compromise our business judgment or put us under an obligation that conflicts with our duty or give such perception and provided that any Employee accepting such a gift must make a declaration in accordance with the procedure described in Clause 29.6.4.5(A)(iv) of the Code.
iii. Guidelines for offering or sponsoring gifts
a. Ge-Shen develops relationships with customers and Business Associates on a foundation of mutual trust. We do not condone the offer of bribes or gifts for unethical or illegal purposes.
b. To ensure that offers of gifts are appropriate, these guidelines must be followed:
• All gifts to be offered must be approved by the Head of Department or Head of Company (as the case may be) or by an authorised officer appointed by the Head of Department or Head of Company (as the case may be)
• Gifts offered must be in good taste and of a reasonable and proportionate value, as determined by accepted business practices
• Gifts should be given and received openly and must be in compliance with applicable local laws
• The intention behind the offering of gifts must be considered carefully. Gifts must not be given with the aim of improperly obtaining or retaining business or a business advantage
iv. Guidelines and procedures for reporting the receipt of gifts
a. For any non-cash gift (for example, a souvenir, memento, hamper, discount, rebate, air ticket or gift, dining or shopping voucher) worth RM500 or less, no disclosure is required and the Employee may retain the gift provided that it would not compromise business judgment.
b. For any non-cash gift worth more than RM500, the Employee must follow the declaration procedure below:
• Within five working days of receipt of the gift, the Employee must complete the Declaration of Gifts form (Appendix 2 of the Code) and submit it to the Designated Officer in the Employee’s department who handles such matters. If in doubt, the recipient should consult their Head of Department, Head of Company or Designated Officer immediately.
• The Designated Officer must verify the contents of the Declaration of Gifts form, record the gift declared in the division’s Gift Register (Appendix 4 of the Code) and submit the form to the Head of Department or Head of Company (as the case may be) for endorsement. The Head of Department or Head of Company (as the case may be) will decide whether to allow the Employee to retain the gift or to distribute it.
• Each segment’s or function’s Gift Register must be submitted to Human Resources annually, by 31 December.
c. If an Employee receives a gift of cash (such as “red packets”) from customers or Business Associates during festive occasions like Lunar New Year, weddings, infant full-month celebrations, house-warming celebrations or birthdays (“special occasions”) that is in excess of the amount commonly given on such occasions, the Employee must also follow the declaration procedure.
B. Entertainment
i. Circumstances in which entertainment cannot be accepted
a. Ge-Shen recognises the risk that the acceptance of entertainment by Employees may create an inappropriate expectation or obligation, or a wrong impression that there was an improper inducement to grant concessions.
b. Ge-Shen specifically requires all Employees to comply with the following:
• No Employee shall solicit any entertainment from anyone in connection with work
• No Employee shall accept any entertainment under circumstances where it may appear to others that business judgment has been compromised, or that would place the Employee under an obligation that conflicted with their duty
• No Employee shall accept any unethical and illegal entertainment such as escort girl, prostitute, drinking party, drug party, gambling and others
• No Employee shall ask external parties (for example, vendors, customers or Business Associates) to provide or sponsor entertainment for any company, social or staff function
ii. Circumstances when entertainment may be accepted
a. Subject to the prohibitions described in Clause 29.6.4.5(B)(i) of the Code, entertainment (including sponsorships of entertainment for company, social or staff function) may be accepted by Employees, if it is in line with accepted business practices and cannot be construed as improperly influencing their good business judgment.
b. In circumstances where it is impractical or inappropriate for entertainment (including sponsorship of entertainment for company, social or staff function) to be declined, or where declining such entertainment would cause offence or embarrassment or adversely affect the relationship of Ge-Shen with the person offering the entertainment, the Employee(s) concerned may accept and declare it in accordance with the procedure described in Clause 29.6.4.5(B)(iv) of the Code.
iii. Guidelines for offering or sponsoring entertainment
a. Ge-Shen develops relationships with customers and Business Associates on a foundation of mutual trust. We do not condone the offer of bribes or entertainment for unethical or illegal purposes.
b. To ensure that offers of entertainment are appropriate, Employees must follow these guidelines:
• All offers of entertainment must be approved by the Head of Department or Head of Company (as the case may be) or by an authorised officer appointed by the Head of Department or Head of Company (as the case may be).
• Entertainment offered must be in good taste and of a reasonable and proportionate value, as determined by accepted business practices (not more than RM500 per person).
• Entertainment should be provided openly and must be in compliance with applicable local laws.
• The intention behind the offer of entertainment must be considered carefully. Entertainment must not be given with the aim of improperly obtaining or retaining business or a business advantage.
iv. Guidelines and procedures for accepting and reporting acceptance of entertainment
a. Accepting entertainment such as the occasional business meal, or ticket to a movie, musical, social or sporting event as part of usual business networking where the giver is present is acceptable and does not need to be reported. However, if the giver is absent, it is treated as a gift, and Clause 29.6.4.5(A)(ii) of the Code would apply.
b. However, if an Employee feels that the level and value of the entertainment to be provided is likely to be beyond accepted business practices, they should seek guidance from their Head of Department or Head of Company (as the case may be) as to whether it is appropriate to accept such entertainment. Examples of entertainment that is beyond accepted business practices and which require the approval of Head of Department or Head of Company (as the case may be) or, where appropriate, approval at a higher level, are:
• all-expenses-paid overseas trips where the giver is present
• air ticket(s) or entry to major social, sporting or other overseas event where the giver is present
c. If the Head of Department or Head of Company (as the case may be) approves the acceptance of the entertainment, it must be declared using the Declaration of Entertainment form (Appendix 3 of the Code) and the Designated Officer must record the entertainment in the Entertainment Register (Appendix 5 of the Code). The Division’s Entertainment Register must be submitted to Human Resources annually.
29.6.5 Anti-Bribery Laws
29.6.5.1 Bribery occurs when an individual (directly or indirectly) promises, offers, gives, or seeks, accepts or receives a payment or favour (monetary or otherwise) to improperly influence a business outcome or to confer an unfair business advantage.
29.6.5.2 Anti-bribery laws prohibit companies, and their Employees and agents from using bribery to obtain or retain business or obtain an unfair business advantage. Ge-Shen has zero tolerance to bribery and corruption in all forms. Any Employee or Business Associate found guilty of bribery or corruption shall be subject to severe disciplinary action, including termination of employment or termination of contract, as appropriate, and may also be subject to prosecution under applicable anti-corruption laws.
29.6.5.3 Ge-Shen is subject to the anti-bribery laws in Malaysia and in Vietnam or in any other countries in future which we operate, including the Malaysian Anti-Corruption Commission Act 2009 and Malaysian Anti-Corruption Commission (Amendment) Act 2018 Act. Both corporates and individuals including director, partner, agent, contractor can potentially be prosecuted for giving or receiving bribes. In most jurisdictions, bribery is punishable with large fines and imprisonment. It is thus important that Employees and Business Associates comply with the applicable local anti-bribery laws, both in letter and in spirit. Where Ge-Shen engages a third party to perform services, we must ensure that there are procedures in place designed to prevent the third party from paying bribes on our behalf.
A. Malaysian Anti-Corruption Commission (Amendment) Act 2018 Act
A commercial organisation commits an offence if a ‘person associated with the commercial organisation’ corruptly gives, agrees to give, promises or offers to any person gratification with the intent to secure business or an advantage for the commercial organisation.
The penalties could be in the form of a fine of not less than ten times the value of the gratification (if capable of being valued), or RM 1 million, whichever is the higher, or imprisonment for a term not exceeding 20 years, or both.
A person is associated with the commercial organisation if:
• He is the commercial organisation’s director, partner, employee or agent of the commercial organisation; or
• He performs services for or on behalf of the commercial organisation.
A ‘commercial organisation’ that is widely defined as:
• A company incorporated under the Companies Act 2016 and carries on a business in Malaysia and elsewhere,
• A company wherever incorporated and carries on a business or part of a business in Malaysia,
• A partnership under the Partnership Act 1961 or a limited liability partnership under the Limited Liability Partnerships Act 2012 and which carries on a business in Malaysia or elsewhere, or
• A partnership wherever formed and carries on a business in Malaysia or elsewhere.
29.6.6 Facilitation Payments
29.6.6.1 Certain countries allow what is known as “facilitation payments” – unofficial payments to public officials to secure or expedite a routine service or necessary action to which the payer is legally entitled. Such payments are considered bribes and prohibited by the laws of many countries, including the Malaysian Anti-Corruption Commission Act 2009 (refer to Clause 16B).
29.6.6.2 Ge-Shen prohibits facilitation payments. If you are in doubt about the legitimacy of a payment that you have been requested to make, including facilitation payments, or have concerns that such a payment may be needed, seek the advice of your Head of Department or Head of Company, who will keep and maintain a central record of any demands for payments.
29.6.6.3 Employees and, where relevant, Business Associates should make whatever payment necessary to protect their personal safety, and then, as soon as reasonable, report the nature of the incident and related payment to their Head of Department or Head of Company. Each segment or function head will maintain a register of such payments and notify GSCB’s Managing Director or Executive Director.
29.6.7 External Communication
29.6.7.1 Ge-Shen Group is committed, in principle and in practice, to openness and transparency in communicating with external audiences and seeks a constructive relationship with key stakeholders (investors, analysts, regulators, government, media, community and nongovernmental organisations).
A. Communication with Regulators
All communication with regulators must be made by GSCB’s Managing Director and/ or Executive Director. Requests from regulators for information should be answered with complete, factual and accurate information.
B. Communication with the Media
“Media” refers to the medium of mass communications and includes, but is not limited to:
• Print: Newspapers, magazines, journals and newsletters
• Broadcast: Television and radio
• Online: News websites, social media channels, online community forums and blogs
Note: media refers to unpaid or earned media. It does not include paid coverage or advertisements.
“Media communications” refers to all forms of engagement and includes, but not limited to:
• News releases
• Speeches and PowerPoint presentations
• Commentaries
• Media interviews, including for publication on digital platforms
• Media briefings
• Media engagement activities
• Media queries and responses, frequently asked questions (FAQs)
• Media infographics
• Media photographs and video news releases
GSCB’s Managing Director and/ or Executive Director is the primary contact for all media engagement and media communication activities. GSCB’s Managing Director and/ or Executive Director are the only person in the Ge-Shen permitted to distribute materials to the media.
All media queries received by Employees should be directed to GSCB’s Managing Director and/ or Executive Director. Do not provide comment to the media in any way, including saying ‘no comment’.
Only GSCB’s Managing Director and/ or Executive Director, as well as their appointed alternates and/ or subject-matter experts, are authorised to speak with the media on their approved areas of expertise or topics and within the approved geographical coverage. Messages must be cleared with GSCB’s Managing Director and/ or Executive Director prior to distribution/ release to the media and public.
All identified spokespeople are required to complete a media training course arranged by GSCB’s Managing Director and/ or Executive Director.
C. Ge-Shen Protocol on the Use of Social Media and Online Behaviour (“Protocol”)
Purpose
The Internet has become one of the most important communication tools used by individuals and companies today. The influence of the Web and social media on our daily lives brings new opportunities and risks that need to be understood in order for the tools to be used responsibly and for results to be achieved optimally.
Ge-Shen has developed this Protocol to guide Employees on the appropriate and responsible use of social media, both personally and professionally. Employees are responsible for their actions on social media. Ge-Shen will not be held liable for the actions carried out by Employees on social media.
Think before you post online. Once your post is sent into the digital world, it is there forever. You need to be mindful that whatever you post online can impact Ge-Shen’s reputation, its business and your own personal reputation.
When in doubt, please contact the GSCB’s Managing Director or Executive Director.
Application
This Protocol applies to all Employees of Ge-Shen.
Scope
This Protocol applies to online behaviour in the use of all forms of internal and external social media including, but not limited to:
• Internal platforms, such as Microsoft Teams
• Social networking sites, such as Facebook
• Professional networking sites, such as LinkedIn
• Messaging apps, such as Facebook Messenger, LINE, Zalo, WeChat, WhatsApp and Skype
• Video and photo sharing websites, such as Instagram, Snapchat, Fotolog, Flickr, Picasa and YouTube
• Micro-blogging sites, such as Twitter and Weibo
• Blogs and websites, including personal and corporate blogs and websites
• Forums and discussion boards, such as HardwareZone, Lowyat, Pantip café, Baidu Tieba, Vietstock forum, KasKus and Yahoo! Groups, or those related to online news media, and
• Online encyclopaedia, such as Wikipedia.
Key Principles
1. As Employees of Ge-Shen, we have a shared responsibility to promote and to protect the Ge-Shen’s reputation in the physical and virtual worlds by upholding Ge-Shen’s values and behaving in a legal, moral and ethical way.
2. Employees should also be aware that all forms of digital communication (including but not limited to those on websites, mobile apps and social media platforms, etc.) can be traced back to its author and what one does on social media can easily be made public, even if the actions had been carried out on an internal platform or a private account. Once an action has been taken in the virtual world, the digital trace can remain available even after deletion as the content may already have been captured as a screenshot or stored on a cache site.
While privacy settings on social media networking sites can limit the visibility of the content to an intended set of audience, this will not prevent the intended audience to share such content with non-intended parties. As such, Employees should be aware that actions taken online can no longer be “gated” or kept contained.
3. Employees are encouraged to ‘like’ and to ‘share’ content posted on official Ge-Shen website or social media accounts. Employees may also add positive commentary (except on content related to products and services) to help promote the Ge-Shen. Such content may include, but are not limited to, corporate announcements and updates, product and service updates, employee highlights and feature stories, CSR activities, etc., that are posted on official Ge-Shen website or social media accounts on platforms including, but not limited to Facebook, Linkedin, YouTube, LINE, WeChat, etc.
4. Employees who notice negative mentions of Ge-Shen or any activities that could potentially be a risk to Ge-Shen on any websites or social media accounts should also report these to the GSCB’s Managing Director or Executive Director for the assessment on the action required. Do not circulate such content further.
5. Employees who would like to indicate their employment with Ge-Shen should use their actual corporate title on social media/ professional networking sites/ recruitment sites (e.g. LinkedIn). Do not misrepresent yourself.
6. Where applicable, Employees should clearly express that all views are their own and not that of Ge-Shen. Employees’ personal points of view and actions may be perceived as representative of Ge-Shen by virtue of their association with Ge-Shen; therefore, Employees need to be mindful that their actions, choice of words and visuals can have a direct impact on Ge-Shen.
7. Employees should respect copyright laws and not upload or post any content – including text, videos, photos and images – belonging to someone else, unless they have the appropriate rights to do so.
8. Employees should always provide the reference of or credit the source when sharing content from an external party.
Protocol
It is important for Employees to use social media in a responsible manner when operating their personal social media accounts, and to be guided by the following best practices in their online behaviour.
1. All work-related policies apply online, including confidentiality and privacy policies:
a. All confidentiality and privacy policies related to the Malaysia Act and the Ge-Shen Code of Conduct apply to Employees’ online behaviour.
b. HR policies on Employees’ access and use of social media
c. Employees are not allowed to blog or to discuss topics related to their work at Ge-Shen on social media.
d. Employees are not allowed to post, to share or to distribute, in any form, any content that pertains to materially sensitive company information, any information classified as SECRET or CONFIDENTIAL, non-public, proprietary information, or with regard to Ge-Shen or its clients, online or on social chat groups and other forms of social media. This includes, but is not limited to, Ge-Shen financial information, Customers or Employees’ information, future business performance, business plans, directives, functional instructions, internal and non-public events, information on the departure of senior executives, client confidences, messages from senior management and information available to Employees on the Ge-Shen intranet.
e. Employees are allowed to post content taken at Ge-Shen’s public events, but should ensure their actions are done to promote and to protect the Ge-Shen’s reputation, and that they have the necessary permissions to use the source(s).
f. Work-related events or activities should not be shared on external social media platforms, including but not limited to, Customer/Client events, Townhalls, Annual Dinner and Dance, Team activities for work, etc. If you would like to post content (e.g. photos) taken at team activities that are conducted outside of Ge-Shen office premises on your personal social media accounts, please check with the GSCB’s Managing Director and/ or Executive Director prior to posting.
g. Employees are advised not to take photos or videos at the workplace and post them on external social media. Caution should also be used when posting images on internal social media. By posting photos or videos, you run the risk of capturing and releasing information unintended for the public and this would be a violation of the Code.
Examples:
• Do post content from events open to the public such as the Ge-Shen CSR activities on your personal social media accounts, but ensure that whatever you post is done in a responsible way that will not put anyone, including Ge-Shen, in a bad light.
• Do not extract a quote sent by Senior Management through internal communication channels to Employees and post it on Twitter.
2. Personal opinions should be explicitly expressed as the Employee’s own:
a. Employees are allowed to indicate in their social media profile on professional social media sites such as LinkedIn, that they work for Ge-Shen. However, Employees should indicate their actual corporate titles and not misrepresent themselves.
b. Employees should not share confidential information (e.g. budget, financial numbers, strategy etc.) about their work in Ge-Shen in their social media profile.
c. Employees should not comment or express personal opinion on matters related to Ge-Shen, its constituents, stakeholders, competitors and industry. Beyond direct mention, this includes any form of indirect reference, allusion or association.
d. Employees may post articles or contribute to forums and discussion boards in their personal capacity on matters that do not relate directly or indirectly to Ge-Shen but they should clearly express that views are their own and not that of Ge-Shen. One way to do so is to include a line as part of their article or contribution, e.g. “These are my personal views and do not represent that of my employer.”.
e. Employees should note that even with the above expressed clause, it may still be perceived that their views are representative of Ge-Shen’s by virtue of their being an employee of Ge-Shen. As such, Employees should be mindful of what they post online and be aware that they can be identified as an employee of Ge-Shen even if they do not mention Ge-Shen on their social media profiles or content posted.
Examples:
• Do list Ge-Shen as your employer on social media channels such as LinkedIn. However, please assume that all actions you take thereafter could be associated with Ge-Shen or be seen as being representative of Ge-Shen.
• Do not comment on the misconduct of others, e.g. if the incident involves staff of a competitor. This could be perceived as self-righteous and not in line with Ge-Shen’s values.
3. Be respectful of colleagues, other individuals, Ge-Shen workplace and communities
a. Employees should be polite and respectful of others’ opinions, be mindful of their behaviour online and ensure it is in line with Ge-Shen values, policies and the Ge-Shen Code of Conduct.
b. Employees must respect the law and ensure that they do not post material that is or might be perceived as obscene, defamatory, threatening, harassing, discriminatory or hateful to another person or entity. Ethnic or religious slurs, personal insults and obscenities are unacceptable.
c. Employees should be respectful of their colleagues and refrain from commenting about them online. Personal blogs and websites must not be used to make comments about work, or to attack and abuse colleagues or Ge-Shen.
d. Permission from colleagues, both current and former, where applicable, should be sought before posting any quote, photo or video of them, or tagging them. This includes members of management teams. If in doubt, do not post the content.
e. Do not air grievances or concerns about the workplace online. There are official channels available for Employees to do so – these are detailed in the Ge-Shen’s GFCPPM Section 21: Whistleblowing.
f. Employees should be aware of and observe the terms and conditions of the social media platform used.
g. For more information, refer the details related to Ge-Shen’s GFCPPM Section 21: Whistleblowing at http://tiny.cc/2pbskz
Examples:
• Do tag your fellow colleagues in photos of Ge-Shen CSR activities after they have given you permission to do so, and only if the photos will be perceived positively.
• Do not leave a negative complaint on a forum, calling out the name of the manager with whom you may have had disagreements.
4. Only authorised parties can manage and operate on social media for Ge-Shen
a. “To manage and to operate on social media for Ge-Shen” refers to having the authority to publish content and to respond to comments on official Ge-Shen social media accounts. The GSCB’s Managing Director and/ or Executive Director are the only ones authorised to manage and to operate Ge-Shen’s social media accounts.
b. Employees are not allowed to set up any social media accounts (including but not limited to pages, groups etc.) independently for Ge-Shen.
c. All requests to set up any new social media accounts need to be submitted to the GSCB’s Managing Director and/ or Executive Director for review and approval.
d. If you notice any negative comments or posts about Ge-Shen, do not participate in the commentary but please alert the GSCB’s Managing Director and/ or Executive Director.
e. Employees should ensure that all engagements and activities on social media comply with the social media guidelines set by Ge-Shen.
f. If contacted by a journalist about Ge-Shen-related content on social media or a personal post related to Ge-Shen on your social media account, please alert the GSCB’s Managing Director and/ or Executive Director immediately. Do not respond to the media query.
g. In accordance with this Protocol, the GSCB’s Managing Director and/ or Executive Director reserves the right to stop unauthorised activities pertaining to social media.
Examples:
• Do contact the GSCB’s Managing Director and/ or Executive Director to check if a proposed setup of a Facebook closed group in Ge-Shen’s name, intended for official purposes such sharing contents from a public event, is allowed. Employees should proceed only upon explicit approval from the GSCB’s Managing Director and/ or Executive Director.
• Do not create a new Instagram account named e.g. “@GeShenGrowingTogether” nor post quotes with photos of Ge-Shen executives, even if these are quotes or photos that have been published in the media or are found on Ge-Shen’s website.
Non-Compliance
Ge-Shen proactively monitors actions and conversations taking place in the digital and social space and reserves the right to restrict or to prevent access to websites or platforms deemed inappropriate.
Exercise good judgment when engaging online. Remember that as an employee of Ge-Shen, one must act in accordance with the highest standards of ethical and professional behaviour and in line with the requirements set out in the Ge-Shen Code of Conduct.
If an Employee fails to comply with this Protocol, he or she may face disciplinary action, up to and including termination of employment with Ge-Shen.
Misuse of social media websites and platforms could constitute an offence or give rise to certain legal liabilities under applicable law. Employees will be held personally liable for any such offence.
If you have questions on this Protocol and how it applies to you or discussion and clarification of any potential conflicts of interest, please contact the GSCB’s Managing Director and/ or Executive Director and Group HR.
Do not take risks with Ge-Shen’s reputation or that of your own.
The online landscape and technology change very quickly and it is not possible to cover all possible scenarios and consequences in this document. Employees are urged to exercise discretion in their actions in the digital space.
This Protocol will be reviewed regularly to ensure that it stays relevant and applicable to new technologies, platforms and situations.
29.6.8 Proceedings
29.6.8.1 Unless prohibited by local laws, Employees must inform their supervisors, Group Human Resources and the GSCB’s Managing Director and/ or Executive Director immediately if they are the subject of the following in Malaysia or elsewhere:
• bankruptcy proceedings
• criminal prosecution or other criminal proceedings
• investigation by law enforcement agencies, or governmental or regulatory authorities
• civil proceedings if the proceedings impact the Employee’s duties at Ge-Shen or have an adverse impact on Ge-Shen
• proceedings to disqualify the Employee from acting as a director of any corporation or from taking part, directly or indirectly, in the management of any corporation
Legal documents pertaining to the proceedings must be furnished to GSCB’s Managing Director and/ or Executive Director immediately.
29.6.9 Political and External Activities
29.6.9.1 You must obtain approval before standing for political office or accepting any external employment, appointment or assignment.
29.6.9.2 Political Activity – Ge-Shen is politically neutral and has a longstanding policy of not making contributions to political parties or campaigns in Malaysia and in Vietnam or any other countries in future which we operate. Employees wishing to run for political office or accept a political office must obtain prior approval from the GSCB’s Managing Director and/ or Executive Director. In addition, Employees are not allowed to use Ge-Shen’s name, funds or resources in connection with any political campaign or purpose without first consulting GSCB’s Managing Director and/ or Executive Director.
29.6.9.3 External Activities – Employees must obtain written approval from their Head of Department or Head of Company before accepting any kind of external employment, appointment or assignment, or serving as a director, trustee, officer, owner, partner or consultant of a for-profit organisation, regardless of whether any form of compensation is received.
29.6.10 Competitive Practices
29.6.10.1 Employees must be aware of and not violate or cause Ge-Shen to violate the Malaysia Competition Act 2010 or any applicable competition or anti-trust laws or regulations. Employees should be mindful and identify the actions or types of business activities and practices that may raise competition law issues.
29.6.10.2 Agreements which have the object of the list below is a flagrant breach of the Act are:
A. Fix purchase or selling prices or other trading conditions
The fixing of purchase or selling prices or other trading conditions, either directly or
indirectly, is prohibited by section 4(2)(a) of the Act. In an efficient competitive market, the forces of supply and demand will determine issues such as price. Instead, when prices are fixed or maintained at a certain level, prices become artificial and do not truly reflect supply and demand. Artificial prices are normally higher, resulting in harm to consumers.
B. Share market or sources of supply
Sharing markets or sources of supply is prohibited by section 4(2)(b) of the Act. The harm to competition from market sharing is a reduction in choice for consumers, often leading to an increase in price.
C. Limit or control production, market outlets or access, technical or technological development or investment
Limiting or controlling production, market outlets or market access, technical or technological development or investment is prohibited by section 4(2)(c) of the Act.
The harm to competition from these types of limitations is that supply will be reduced, forcing prices up as demand will outweigh supply.
D. Perform an act of bid rigging
Bid rigging is prohibited by section 4(2)(d) of the Act. Bid rigging occurs when two or more bidders collude to distort the normal conditions of competition in respect of a tender. Bid rigging limits price competition between the parties. Instead of competing to submit the best solution at the lowest possible price, parties agree amongst themselves which of them should win the contract and collude to set tender prices to guarantee the agreed outcome, thereby removing the competitive element of the tender process.
29.6.10.3 Competition in a market can be restricted in various other ways other than those set out above. For instance, there may be other types of agreements among competitors such as price guidelines or recommendations, joint purchasing or selling, setting technical or design standards, and agreement to share business information. If you require clarification on competition law issues, please contact the GSCB’s Managing Director and/ or Executive Director for assistance.
29.6.10.4 For more information, refer the details related to Ge-Shen’s GFCPPM Section 25: Competition Act at http://tiny.cc/5rbskz
29.6.11 Anti–Money Laundering/ Countering the Financing of Terrorism/ Sanctions Controls
29.6.11.1 Employees must comply fully with applicable laws, regulations, policies and procedures related to anti–money laundering (AML), countering the financing of terrorism (CFT) and sanctions regulatory obligations.
29.6.11.2 Ge-Shen is subject to the Malaysia Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001and any similar laws in other relevant jurisdictions.
29.6.11.3 Non-compliance to this Act will lead to freezing, seizure, forfeiture of assets, penalty and imprisonment and also Ge-Shen reputation as a whole.
29.6.12 Complying with Laws and Regulations
29.6.12.1 Employees are responsible for knowing and complying with the laws and regulations of the countries in which their businesses operate.
29.6.13 Non-Solicitation
29.6.14.1 During employment and for a period of six months following the termination of employment (the “exclusion” period), an Employee must not directly or indirectly entice or induce another Employee to leave the employment of the Ge-Shen or draw customers away from Ge-Shen.
29.6.14.2 During the exclusion period, the Employee must not solicit business from any person, firm or corporation where:
• such business is similar to any business in which Ge-Shen engages; or
• the person, firm or corporation has or is about to have business dealings with Ge-Shen; or
• the Employee had dealt with the person, firm or corporation in the six months before leaving Ge-Shen’s employment
29.6.14 Agents, Consultants and Third Parties
29.6.14.1 Employees must exercise appropriate business judgment when selecting third-party Business Associates. This includes, but is not limited to, contractors, agents, agency staff, consultants, vendors and suppliers of goods and services. Such Business Associates should not do indirectly that which an Employee is prohibited from doing under the Code or applicable laws and regulations.
29.6.14.2 Employees must conduct appropriate due diligence to ensure the following:
• the Business Associates are suitable for the task to be undertaken
• they have a good track record of ethical and professional conduct
• they do not exploit their relationship with Ge-Shen
• they do not use Ge-Shen’s name in connection with any illegal, fraudulent, unethical or dishonest transaction, or any transaction that may tarnish Ge-Shen’s reputation
29.6.14.3 Other areas that need to be considered in appropriate due diligence are:
• checks on whether the company is a formalised and compliant entity (registration documents, audited accounts, tax fillings and etc)
• directors and major shareholders
• location of offices and activities, especially HQ
• anti-bribery controls the third party has in place
• beneficial owner
While for individuals, it may include:
• reputation, especially the results of online searches and databased
• check on qualifications and references
29.6.14.4 For more information on selection of vendors, refer the details related to Ge-Shen’s GFCPPM Section 4: Procurement at http://tiny.cc/stdskz
29.6.14.5 Employees must ensure that Business Associates are aware of and commit themselves to the anti-bribery principles set out in the Code and/ or have similar anti-bribery compliance programmes in place.
29.7 Reporting and asking questions
29.7.1 Should you become aware of conduct which violates the law, the Code or Ge-Shen policies and standards, you have a responsibility (subject to local laws) to report it using one of the reporting mechanisms set out in this clause.
29.7.2 Ge-Shen encourages the practice of whistleblowing or speaking up by providing Employees and Business Associates with confidential and secure ways to raise genuine concerns.
29.7.3 Employees and Business Associates who suspect or become aware of the existence of wrongdoing, corruption, fraud or possible violation of law, regulation or policy within Ge-Shen may report such matters as stated under Ge-Shen’s GFCPPM Section 21: Whistleblowing.
29.7.4 You can also email it to chairman@gscorp.com.my.
29.7.5 We will not tolerate any form of blame against Employees or Business Associates who report any suspected or potential violation of laws, regulations or the Code in good faith. Any such attempt shall result in disciplinary action.
29.7.6 Ge-Shen understands that individuals may want to provide information confidentially. Ge-Shen will take steps to ensure that in such cases, the individual’s identity will not be revealed without their consent unless we are required to do so due to legal considerations – for example, if the information is needed as evidence during the course of court proceedings.
29.7.7 For more information, refer the details related to Ge-Shen’s GFCPPM Section 21: Whistleblowing at http://tiny.cc/2pbskz
29.8 Non-compliance with the Code of Conduct
29.8.1 All Ge-Shen Employees and, where applicable, Business Associates are expected to comply with the law, Ge-Shen GFCPPM and this Code of Conduct. Ignorance of these is not an acceptable reason for non-compliance, so we must all be familiar with the provisions that relate to our work.
29.8.2 Violating the law, the Code or Ge-Shen GFCPPM may result in disciplinary action, up to and including termination of employment. If applicable laws or regulations are also breached, an official report may have to be made to the relevant authorities and the Employee may be subject to criminal fines or sanctions.
29.8.3 Failure to report or promptly report a known or suspected violation of a rule in the Code may also result in disciplinary action.
29.8.4 Business Associates who act contrary to the principles of the Code are liable to have their contract or relationship with Ge-Shen will be re-evaluated and/ or terminated.
29.8.5 In all cases, Ge-Shen, not the Employee or Business Associate, will judge whether a particular action or conduct violates the Code.
29.8.6 Ge-Shen prohibits retaliation against any Employee or Business Associate who reports any suspected or potential violation of the Code.