INTRODUCTION

1. This Code of Conduct and Ethics is adopted by the Board of Directors of the Premier ‘K’ Packing & Removals (M) SDN BHD (“PKPR”) to attain best corporate governance practices and compliance with legislation governing Director’s duties in discharging their duties to achieve corporate objectives.


2. This Code is intended to focus the Board and each director on areas of ethical risk, provide guidance to directors to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of integrity, honesty and accountability.


3. This Code of Ethics is in addition to the Board Charter which had been adopted by the Board of Directors of PKPR.

PRINCIPLE

The principle of this code is based on principles in relation to duty of care, integrity, responsibility and corporate social responsibility.

PURPOSE

This Code of Conduct and Ethics is formulated to enhance the standard of corporate governance and corporate behavior with the intention of achieving the following aims:

• to establish a standard of ethical behaviour for Directors based on trustworthiness and values for adoption by the Directors; and


• to uphold the spirit of responsibility in line with the legislation, regulations and guidelines for administrating a common standard of ethics.

DEFINITION

Director of PKPR includes both Executive and Non-Executive Directors.

CODE OF CONDUCT AND ETHICS FOR DIRECTORS

In the performance of his duties, a Director should at all times observe the highest level of integrity, professionalism and ethical values. This code could not possibly cover and anticipate all areas and every situation that may arise; the following main areas to be observed:

1. conflict of interest, actual or potential;


2. corrupt practices which include the offering and acceptance of gifts and other form of benefits;


3. reporting of unlawful or unethical behavior;


4. protect and ensure the proper use of the company’s assets; and


5. ensure compliance with laws, rules and regulations.

CONFLICT OF INTEREST

1. Directors must avoid any conflicts of interest between the director and the PKPR. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the PKPR, should be disclosed promptly to the Chairman of the Audit Committee OR Board Risk Management Committee.


2. A "conflict of interest" can occur when a director's personal interest is adverse to – or may appear to be adverse to – the interests of the PKPR as a whole. Conflicts of interest also arise when a director, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position as a director of the PKPR.


3. Whilst it is not possible to describe all possible conflicts of interest that could develop, some of the more common conflicts from which directors must refrain, however, are set out below:
• Relationship of PKPR with third-parties. Directors may not engage in any conduct or activities that are inconsistent with the PKPR's best interests or that disrupt or impair the PKPR's relationship with any person or entity with which the PKPR has or proposes to enter into a business or contractual relationship.


• Compensation from non-Company sources. Directors may not accept compensation (in any form) for services performed for the PKPR from any source other than the PKPR.


4. Directors must disclose immediately all contractual interests, whether directly or indirectly, with the PKPR;


5. Directors must neither divert for own advantage any business opportunity that the PKPR is pursuing, nor use confidential information obtained by reason of their office for own benefits or that of others.
   
   The term “facilitation payments” generally means payments made to secure or expedite the performance by a person performing a routine or administrative duty or function.

ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOUR

Directors should promote ethical behavior and take steps to ensure the Company encourages employees to:

• talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation;


• report violations of laws, rules, regulations or the PKPR's Code of Conduct to appropriate personnel; and


• informs employees that the PKPR will not allow retaliation for reports made in good faith.

PROTECT AND ENSURE THE PROPER USE OF THE COMPANY’S ASSETS

1. Personal use of PKPR assets. Directors may not use PKPR assets, labor or information for personal use unless approved by the Chairman of the Audit Committee or Board Risk Management Committee or as part of a compensation or expense reimbursement program available to all directors.


2. Directors are prohibited from: (a) taking for themselves personally opportunities related to the PKPR's business; (b) using the PKPR's property, information, or position for personal gain; or (c) competing with the PKPR for business opportunities, provided, however, if the PKPR's disinterested directors determine that the PKPR will not pursue an opportunity that relates to the PKPR's business, a director may do so.


3. Confidential information obtained in the course of their office or duties remains the property of the PKPR and it is inappropriate to disclose, allow, or render it to be disclosed or leaked, unless that disclosure had been endorsed by the Board of Directors, or the person whom the information is provided, or is required by law.

ENSURE COMPLIANCE WITH LAWS, RULES AND REGULATIONS

1. Directors shall comply, and oversee compliance by employees, officers and other directors, with laws, rules and regulations applicable to the PKPR, including the Companies Act, 1965, Bursa Malaysia Securities Berhad (“Bursa Securities”) ACE Market Listing Requirements (“ACE LR”), Capital Markets and Services Act 2007, Malaysian Code of Corporate Governance (“MCCG 2017”), any other applicable rules or regulations and the PKPR’s Articles of Association.


2. Directors shall oversee fair dealing by employees and officers with the PKPR's customers, suppliers, competitors and employees.


3. To facilitate effectiveness, Directors must keep abreast with the affairs of the PKPR and be kept informed of the PKPR’s compliance with the relevant rules, legislation and contractual requirements; and


4. Directors must have a clear understanding of the aims, purposes, capabilities and capacity of the PKPR.

GENERAL

Notwithstanding the conduct and ethics to be practiced and observed on the areas above, Directors, should at all times:

1. 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;


2. Exercise their authority of office for a proper purpose, in good faith, and in the best interest of the Company;


3. Exercise duty of care and diligence in fulfilling their functions and power of office;


4. Recognize their primary responsibility is to the Company as a whole but may, where appropriate, have regard for the interest of stakeholders of the Company;


5. Be willing to exercise independent judgment and actions, if necessary to openly object should the vital interest of the Company be at stake;


6. Take all reasonable steps to satisfy the soundness of all decisions taken by the Board;


7. Promote and cultivate social and environmental responsibilities and encourage effective use of natural resources; and


8. Always comply with the spirit, as well as, the principle of the Code.

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