Introduction
Safetyware Group is committed to uphold and advocate the highest ethical standards and principles of good corporate governance and compliance. Accordingly, Safetyware Group requires all Employees to conduct themselves with integrity, impartiality and professionalism at all times, and to take all reasonable measures to avoid situations that are likely to involve a conflict of interest with Safetyware Group.
Proper identification and satisfactory management of conflict of interest situations are crucial to ensure that all business decisions are made in the best interest of Safetyware Group.
The purpose of this Conflict of Interest Policy is to ensure that actual, potential and perceived conflict of interest situations are identified and managed effectively should the same arise.
2.1. This Conflict of Interest policy (“CIP”) applies to all Employees and Office Bearer of Safetyware Group
2.2. This CIP applies whenever an individual recognises, or reasonably recognise, that the circumstances of potential conflict of interest may arise from their engagement in self-dealing or gain or further their personal interest or profit by taking advantage of their official capacity. This CIP provides guidance on the assessment of conflict of interest situations and measures taken for resolving, eliminating, or mitigating such conflict. As it is not possible for the CIP to be all-inclusive, Employees and Office Bearer must exercise reasonable judgement and comply with the spirit of this CIP.
“Beneficial Interest” refers to the right to receive economic benefits from an asset without being the legal owner of the asset.
“Conflict of Interest” encompasses actual, potential or perceived conflict of interest situation in which an individual’s personal interest conflicts with the corporate or personal interest owing to Safetyware Group, potentially undermining the impartiality of the individual concerned.
“Employee” means all employees of Safetyware Group, including full time or permanent employees, part time employees, contract employees, employees on probation, trainees and interns, employees on secondment and personnel on fixed-term contracts.
“Family member”, in relation to a person, means:
ii) A brother or sister of the person, or their spouses;
iii) A brother or sister of the spouse of the person;
iv) A lineal ascendant or descendant of the person (e.g. parents or children); and
v) A lineal ascendant or descendant of a spouse of the person (e.g. parents-in-law).
“HOD” means Head of Department/Division of Safetyware Group
“HRD” means Human Resource Department of Safetyware Group
“Material” in relation to shareholding
“Office Bearer” means the directors and the management of Safetyware Group
“Safetyware Group” refers to Safetyware Sdn Bhd and its subsidiaries
In general, a conflict of interest would arise where an individual’s ability to perform his/her duties effectively and impartially is potentially impaired by corporate or personal interest, considerations or relationships. Safetyware Group identifies that the conflict of interest may arise in the following categories:
4.1. External Board Membership
- A conflict of interest can arise when Employee or Office Bearer hold any external board membership in other company which allows them to exploit their official capacity in some way for either corporate or personal interest to the detriment of interest of Safetyware Group.
- Employee or Office Bearer of Safetyware Group shall declare any existing board membership in any capacity in any company outside Safetyware Group by submitting the Conflict of Interest Declaration Form to HOD (of which the completed form shall then be escalated to HRD by HOD) or Board of Directors.
- Employee or Office Bearer of Safetyware Group who has been invited to serve on the board membership in any capacity in any company outside Safetyware Group may only accept such appointment after obtaining approval from HRD or Board of Directors.
- Employee or Office Bearer shall satisfy HRD or Board of Directors that such appointment is not detrimental to their responsibilities to Safetyware Group in seeking approval from HRD or Board of Directors.
- Should HRD or Board of Directors opines that a conflict of interest shall arise, or it is detrimental to the Employee or Office Bearer’s responsibilities to Safetyware Group, the Employee or Office Bearer shall be informed of the same and thereafter HRD or Board of Directors shall take appropriate action to resolve the conflict in accordance to Rule 7.4 and/or 7.5 stated herein accordingly.
4.2. Other employment, business appointments or activities.
- A conflict of interest may arise where Employee hold other employment, conduct and/or be involved in any other business appointments or activities during working hours which detract their time and commitment from performing duties of that position to the best of their ability. Employee is expected to devote their time, attention and commitment during work hours to their job duties.
- A conflict of interest can also arise where participation in any business activity outside working hours demands excessive time and attention from Employee, thereby depriving Safetyware Group of the best effort from Employee on the job or resulting in a negative impact on their performance.
- Employee shall not at all times use the office facilities and premises to conduct their business appointment or activity.
Employee is to discuss with HOD and obtains approval from HRD on possible part-time employment or other business activities outside the working hours of Safetyware Group prior to making any commitment. In amplification thereto, the approval of HRD should be granted only where the interest of Safetyware Group will not be prejudiced or jeopardized.
4.3. Non-disclosure of personal or financial interest
- A conflict of interest would exist if the commitments and obligations owed by Employee or Office Bearer to Safetyware Group is likely to be compromised or may appear to be compromised by their personal gain or gain to their family members. For example, where Employee fails to disclose the interest of his family members in the business transactions involving goods or services, either directly or indirectly, with Safetyware Group, whom the Employee had extensive official dealings.
- Employee or Office Bearer shall not directly or indirectly, purchases, sells or leases property, equipment and/or any other materials from or to Safetyware Group, save and except such purchase is made for personal use or consumption.
- In the event that conflict of interest arises due to personal or financial interest, Employee or Office Bearer who is involved in any way in the decision-making process, dealings or transactions, shall during the course of employment with Safetyware Group, disclose the issue via the Conflict of Interest Declaration Form to HOD or Board of Directors. HRD or Board of Directors may then in their best opinion, recuse the Employee or Office Bearer concerned from any related proceedings including but not limited to the decision-making process such as work assignment, performance assessment, vendor selection and purchase approval.
4.4.Dealings with competitors
- While in the employment with Safetyware Group, Employee or Office Bearer and their family member shall not run any business of his own similar to that of Safetyware Group. Nor the Employee or Office Bearer and their family member shall involve in the business of a competitor or holds a directorship in a competitor of Safetyware Group whereby such a situation would give rise to a conflict of interest.
- This does not apply to the holding of publicly quoted shares of competitor companies, unless such holding is considered to be material and the interest is likely to impair the objectivity and professional judgment of the Employee or Office Bearer concerned.
- If Employee has accepted employment or involves in other business dealings with a competitor of Safetyware Group that is not known to Safetyware Group, this could also result in a conflict of interest during the period which the Employee is still employed by Safetyware Group, especially if the Employee is dealing with sensitive or confidential information. As such, the conflict of interest must be declared immediately upon acceptance of employment with the competitor to enable Safetyware Group to take the necessary actions to manage the conflict.
4.5.Acceptance and Providing Inducement, Gifts and other Benefits
Safetyware Group practise “No Gift Policy” which may influence business decisions or gives rise to risks of actual, potential, perceived improper advantage to Safetyware Group.
Please refer to the Anti Bribery and Anti-Corruption Policy for further details.
4.6.Insider Trading
• Safetyware Group
• Associated companies of Safetyware Group
• Customer or supplier companies
All Employees of Safetyware Group are responsible for identifying and managing conflicts of interest on an ongoing basis and are required to:
5.1. Comply with this CIP and other applicable policies and guidelines relating to the identification,documentation, escalation and management of conflicts of interest;
5.2 Ensure that their personal financial circumstances and transactions do not jeopardise their independent judgment or adversely affect their job performance;
5.3 Not have any direct or indirect involvement in other employment (remunerated or otherwise);
5.4 Act with objectivity, integrity and independence, and to make full disclosure of any potential conflict of interest to Safetyware Group upon identifying the same;
5.5 Avoid, whenever possible, situations giving rise to conflicts of interest as described in this CIP; and
Immediately declare the conflict of interest in accordance with this CIP, abstain from participation in the decision-making process and not seek to influence such decisions any further.
6.1. Any conflict of interest must be declared by filling up the Conflict of Interest Declaration Form. The conflict of interest must be escalated to HOD for further action. In the case of Directors, the conflict must be disclosed to the Board of Directors and recorded by the Company Secretary. The declaration shall be made as and when the conflict arises, and shall be made at the earliest opportunity, i.e. as soon as the Employee or Office Bearer becomes aware of the conflict, and then annually thereafter for as long as the conflict persists.
6.2. The completed Form shall be forwarded to HRD by the HOD of the Employee with the conflict. A sample of the Form is attached in Appendix 1.
6.3. In addition to declaring the conflict of interest, appropriate steps must be taken to manage the conflict and to mitigate the impact of the conflict on the decision-making process. Ideally, the conflict should be avoided altogether, e.g. by relinquishing the interest that gives rise to the conflict. However, there are circumstances where it may not be practical or possible to do so, in which case, appropriate actions must be taken, depending on the nature and severity of the conflict.
6.4. Where the conflict is not likely to arise frequently, and the impact of the conflict is minimal, the participation of the Employee or Office Bearer concerned in the decision-making process should be restricted. Restriction should be including, but is not limited to the following:
6.4.2. Refraining from discussion about the matter
6.4.3. Limiting access to information and denying access to sensitive documents or confidential information in the process
6.4.4. Abstaining from voting on the decision
6.5. Where the conflict is ongoing and could have serious implications, the Employee with the conflict should be removed from the process, which include the following:
6.5.2. Rearranging duties and responsibilities to a non-conflicting function but not to a person who is supervised by the Employee with the conflict
6.5.3. Transferring the Employee concerned to another project or another company of Safetyware
7.1. HRD is responsible for monitoring conflicts of interest involving Employee. Upon receiving the Conflict of Interest Declaration Form, HRD shall review the actions taken to address the conflict and decide, on a case-by-case basis whether such actions are appropriate and/or sufficient.
7.2. If HRD is of the view that actions taken the Employee with the conflict or the HOD is not in a proper position to manage or address the conflict, further action shall be recommended by HRD.
7.3. In the event of a dispute between the Employee with the conflict and his/her HOD or HRD, the matter shall be escalated to the Chief Executive Officer of Safetyware Group for a decision to be made. HRD shall be consulted if there are any doubts with regards to a conflict of interest situation.
7.4. For conflicts of interest involving Employee, HRD shall maintain records of all conflict of interest declarations as well the other related documents such as documentation reflecting the mitigating actions taken. For conflicts of interest involving Office Bearer, the Company Secretary shall maintain records of the declarations and any related documents.
7.5. The process for declaring, managing and monitoring conflicts of interest involving Employee is shown in Appendix 2.
Failure to disclose a conflict of interest, provide complete and accurate information on the conflict or appropriately manage the conflict is a breach of this CIP and could result in disciplinary action being taken by Safetyware Group.