CODE OF CONDUCT AND BUSINESS ETHICS
A MESSAGE FROM OUR GROUP MANAGING DIRECTOR INTRODUCTION OUR VISION OUR MISSION OUR CORE VALUES ABOUT THE CODE OF CONDUCT WHAT IS IT? WHY HAVE IT? WHAT DOES IT COVER? WHO DOES IT APPLY TO? WHAT HAPPENS IF THE CODE IS VIOLATED? SPEAKING UP COMPLIANCE WITH LAWS ANTI-TRUST AND COMPETITION LAWS NATIONAL AND INTERNATIONAL TRADE LAWS FINANCIAL INTEGRITY PROTECTING COMPANY ASSETS FINANCIAL REPORTING PUBLIC DISCLOSURE MONEY LAUNDERING MANAGING INFORMATION CONFIDENTIALITY DATA PRIVACY AND PROTECTION INTELLECTUAL PROPERTY RECORDS MANAGEMENT BUSINESS COMMUNICATIONS PUBLIC STATEMENTS PROFESSIONAL INTEGRITY ANTI-BRIBERY AND CORRUPTION FRAUD CONFLICT OF INTEREST GIFTS AND ENTERTAINMENT PUBLIC OFFICIALS INSIDER DEALING COMPLIANCE CONSEQUENCES OF A BREACH REPORTING UNLAWFUL AND UNETHICAL BEHAVIOUR NO RETALIATION WORKPLACE ENVIRONMENT EQUAL OPPORTUNITIES HARASSMENT AND BULLYING SUBSTANCE ABUSE HEALTH, SAFETY AND ENVIRONMENT
Dear Colleague, Since 1994, the Daya Group has carried out the vision of creating an integrated Oil & Gas company based in Malaysia with a global reach. We are now a major player in the regional Oil & Gas industry with operations throughout the Asia Pacific region. Through our unrelenting focus on delivering world-class products and services to our customers, it demands that we consistently maintain the highest possible standards of honest and ethical behaviour. In keeping with this objective, the Daya Group has developed a Code of Conduct and Business Ethics which are applicable to all of us as employees of the Daya Group. Our Code of Conduct and Business Ethics is integral to the way we do business in the Daya Group, defining who we are and providing all employees with the same frame of reference for dealing with issues that can be both sensitive and complex. This Code broadly addresses a variety of ethical and legal concerns that many of us face on a day-to-day basis. It is our shared responsibility to become familiar with the Code and other applicable laws and policies. We are all accountable for our actions and behaviours. Our ability to achieve and to sustain quality earnings in this industry depends upon the trust which each of us earns every day from our clients, colleagues, communities and shareholders. You play an important role in representing our organization both on and off the job and in advancing our reputation with clients and the public at large. I am therefore counting on each employee to fully embrace its content. In doing so, we can ensure that we continue to build a company we can all be proud of. Nathan Tham Jooi Loon Group Managing Director
Our Vision The Daya Group is firm on establishing ourselves as the supplier of choice to international and domestic Oil and Gas markets. Our Mission To make the Daya Group one of the Top Five Oil and Gas services provider by market capitalisation in 2015. Our Core Values The Daya Group believes that today s ideas and efforts will lead to tomorrow s growth and success. Our values for success are a set of CARE values that guide the Daya Group. Comitted Accountable Resolute Ethical We are committed to our standards of conduct and good practice in improving the quality of our services and supporting the communities in which we do business. We take personal accountability for results and work within and beyond our areas of expertise responsibly to ensure timely decisions are made. We set tough goals, provide purpose and direction and act with urgency in achieving our vision and meeting our objectives. We act with honesty, integrity and maintain our ethical standards while pursuing growth and earnings and delivering quality services to others.
What is it? The Code of Conduct and Business Ethics are a set of basic standards and rules that provides clear guidance for all employees who are met with specific everyday business situations. The Code acts as a reference point contained in a single document for employees who are unclear of what is expected of them when facing company-wide risk areas. The content of the Code summarises existing legal, financial and Daya Group policy requirements. Why have it? This Code is our attempt to put all the Daya Core Values into the context of every-day business situations. This Code may not cover every issue that may arise, but it sets out basic principles and key policies and procedures to guide in the understanding of our responsibilities in conducting our business domestically and internationally, with the highest standards of business ethics. This Code is part of the Daya Group s enhancement on effective corporate governance. The Daya Group believes that our business must be conducted in full compliance with all applicable laws, rules and regulations. What does it cover? The Code covers general compliance requirements expected of Daya Group employees. The Code does not set out every law, rule, policy or procedure that may apply to you in performing your duties and responsibilities within your job scope. You are responsible for keeping informed of any and all laws, rules, policies and procedures, including other Daya Group Policies that apply to you. You are expected to exercise good sound judgment with integrity.
Who does it apply to? All employees, officers and directors (executive and non-exectuive) of all Subsidiary Companies of the Daya Group of Companies are expected to understand, adhere to, comply with and uphold the provisions of this Code and the standards laid down hereunder, while carrying out their work duties and roles. In appropriate circumstances, this Code should also be provided and followed by any agent and representatives, including consultants, contractors, subcontractors and others performing work for and on behalf of the Daya Group. Applies to the following people: Employees Officers Directors (executive and non- executive) Agents Representatives Consultants Contractors Subcontractors Joint venture companies, in which a Subsidiary Company of the Daya Group is a controlling co-venturer and associated companies, should also abide to the Code. Joint venture companies in which a Subsidiary Company of the Daya Group is a non-controlling co-venture and associated companies, are encouraged to adopt these or similar principles and standards. What happens if the Code is Violated? Violation of the Code or any applicable laws or regulations could have serious consequences for employees concerned. Internal disciplinary action may be taken and could lead to termination of employment. Referral to the appropriate authorities and possible criminal prosecution could occur if violation of the Code involves a criminal act.
Speaking up If you are faced with an ethical dilemma, you have a responsibility to take action. If in your belief, a part of the Code or any Daya Group Policy or procedure has been or is currently being or is suspected of being violated, it is your duty to raise such concern with the appropriate person. You may go to your direct superior, Head of Department, Head of Operating Unit, Human Resources or Legal. All reports are taken seriously and will be investigated in accordance with Daya Group policies and procedures. Reports or concerns raised will remain anonymous. You will not be subject to internal discipline or be penalised for raising your concerns. Speaking up. It is your duty to come forward any time you become aware of a violation. No retaliation. You can report anonymously and are protected from retaliation whenever you speak up in good faith. Speaking up is not harmful to the Daya Group. Reporting concerns helps keep our company strong by allowing us to address issues promptly and remedy problems quickly.
Anti-Trust and Competition Laws Antitrust and Competition laws apply to all aspects of business in numerous countries around the world. These laws apply to the Daya Group as well as our competitors, suppliers and business customers. It is important that you are familiar with them and ensure they are not violated. Antitrust laws prohibit activities that pose a restraint on trade. Competition laws prohibit activities that pose a restraint on fair and free competition. Violation of such laws may impose hefty financial penalties for companies and imprisonment of individuals. Examples of common antitrust activities: Agreements with competitors to not compete in certain areas or with certain customers Sharing pricing information with competitors in order to fix or raise prices Arrangements with competitors to not compete for a certain bid Discussing with resellers to fix the resale price of a product
National and International Trade Laws If your role involves international business for and on behalf of the Daya Group, you must be aware of any persons, organisations or countries under any applicable laws that are placed with economic sanctions. You must never discuss or enter into any arrangement or understanding with a competitor regarding the pricing of products, favouring or withholding business from particular customers or vendors, or any other activity that may have anti-trust or anti-competition implications. You must also be aware of any import or export control laws and sanctions that may affect the business which you are undertaking for and on behalf of the Daya Group. Where relevant, you must ensure compliance with all applicable rules relating to and payment of duties, taxes, levies and imposts. If in doubt, always seek legal advice. Any question regarding trade or competition laws or how they might affect the way you or the Daya Group conducts business should be reported. Failure to observe such sanctions may cause operational delays and legal exposure such as fines and imprisonment. Trade laws and regulations in Malaysia, United States, United Kingdom and elsewhere around the world are used to foster ethical competition in the marketplace and to limit activities that restrain trade.
Protecting Company Assets You are responsible for ensuring that you safeguard and use Daya Group Assets entrusted to you in the scope of your job for business purposes only. You must ensure that such Daya Group Assets are used in the appropriate manner and are protected from loss, damage, theft, misuse, misappropriation or waste. An accurate account and record, inclusive of relevant documentation related to expenses of employees on behalf of the Daya Group, must be timely prepared to ensure compliance with applicable laws, as well as financial, legal and reporting requirements of the Daya Group. Any misrepresentation or falsification of such records may be considered as fraud and result in criminal and civil liability for both individual employees and the Daya Group. It is your responsibility to ensure all business records and documents are true and accurate. Daya Group Assets include things such as: Buildings, equipment, tools, furniture and supplies Cash, negotiable instruments, investments, accounting and financial information Computer data, technology, hardware, software, information and records The Daya Group electronic communications systems Customer lists, surveys and policyholder and account holder information Documentation, manuals and reports Business plans, product and price information You must not use the Daya Group Electronic communications systems for copying electronic files without permission, downloading destructive or offensive material of any kind, publishing or receiving confidential information and proprietary information to or from third parties or unauthorised employees, or publishing information that is discriminative or coercive. You are expected to respect the physical and intellectual assets of others. You must never knowingly attempt or actually damage, alter, tamper, destroy or misappropriate the physical or intellectual assets of others.
Financial Reporting You are expected to gain approval for every transaction before such transaction is finalised and you must ensure that all accounts, financial statements, information and documentation of all transactions provide a true and accurate record and are in accordance with any relevant Daya Group Policies. The execution of all transactions for and on behalf of the Daya Group must be in accordance with management authorisations and other forms of authorisation practices. It is your responsibility to timely report on any irregularities with regards to auditing, accounting or internal control matters. Employees responsible for accounting or financial reporting must ensure all relevant books, records or accounting entries are fair and reflect the financial position of the relevant Subsidiary Company of the Daya Group, using generally accepted accounting principles and other criteria required by law. Any of the following conduct must be reported immediately: Violation of the company s accounting policies and procedure, or any other company policies or procedures designed to insure full, fair, accurate timely and understandable disclosure of company information as required by the Malaysia Ministry of Finance (MOF) or any other applicable governmental law, rule or regulation. Failure to fully, fairly, accurately, understandably and timely disclose to the appropriate individual(s) within the company any and all information that relates to the company s business, operations or financial condition that may need to be reported or disclosed to the MOF or pursuant to any other applicable governmental law, rule or regulation. Misrepresentation, concealment, falsification or destruction of any documents or other information relating to company s business, operations or financial condition that may be required to be reported or disclosed, or used to prepare documents required to be reported or disclosed to the MOF or pursuant to any other applicable governmental law, rule or regulation. Any other activity or conduct that could cause an individual, the company or any of its officers or directors to violate any applicable governmental law, rule or regulation.
Public Disclosure Code of Conduct and Business Ethics As the Daya Group is public listed on Bursa Malaysia Berhad ( Bursa Malaysia ), we are responsible to financial investors in terms of disclosing relevant information that may affect market decisions. We must comply with all relevant laws and Bursa Malaysia requirements relating to disclosure of information. Failure to disclose material information or events or disclosure of inaccurate information may affect the share price of Daya securities and may be a regulatory offence. If required to assist in making a disclosure, you must ensure all information is accurate, correct and complete. Employees must take care to not disclose information unless authorised to do so.
Money Laundering Code of Conduct and Business Ethics Anti-Money Laundering laws, procedures and provisions are used to prevent business from being utilised for criminal purposes. It also assists in tracing and retrieving proceeds of crime. It is your duty to enquire as to the origin of all monies and property bought or received through any transactions conducted for and on behalf of the Daya Group, in which you are involved in. It is also your duty to identify and report to the appropriate person internally on any suspicious transactions or activities that may involve money laundering. Do not try to investigate a case of money laundering on your own. What is Money Laundering? A term used to describe the process of concealing the origin of money or assets obtained by illegal means or by criminal activities. You should not knowingly provide advice or other assistance to individuals who attempt to violate or avoid money laundering laws, rules and regulations. Examples of suspicious transactions: Frequent exchange of cash into other currencies without Exchange Control Approval. Substantial increase in cash deposits by an individual or company and subsequent withdrawal within a short period without apparent cause. Large and unusual amounts of cash deposited by individuals or a company whose normal business activities would be generated by negotiable instruments. Customers who constantly pay-in or deposit cash if asked to pay in money transfers or other negotiable instruments.
The Daya Group is committed to equal opportunities for all job applicants and employees. We do not tolerate any unlawful employment discrimination of any kind and we are committed to complying with all lawful employment laws, policies and procedures as well as internal Human Resources policies, in all aspects of employment. We ensure that all employment-related matters and decisions are determined by business considerations, merit and other jobrelated elements. It is your responsibility to exhibit respect in your dealings with fellow employees as well as external parties when conducting business for and on behalf of the Daya Group. You must ensure that you understand related local customs and cultures that may affect employment-related matters and business decisions. Reporting on any equal opportunities concerns shall remain confidential and you will not be penalised or subject to discipline for doing so. It is important that we all help create and maintain a positive workplace that is free from all types of harassment. No matter our differences in background, experience or culture, we are each entitled to a harassment-free workplace. Harassment is any conduct that is verbal, physical or visual that creates a hostile or offensive working environment or unreasonably interferes with another person s ability to perform his or her work. Any harassment carried out by employees may cause legal liability to the Daya Group. Any acts or threats of violence towards another person or company property should be reported immediately. Acts or threats of violence made by an employee against any other employee s life, well-being, family or property will not be tolerated by the Daya Group. We are committed to fostering the kind of environment where people feel safe and are treated with courtesy and professionalism at all times.
You should treat all fellow co-workers, employees, contract staff, suppliers, agents, customers, visitors and any other third party with courtesy and respect. You must report any acts of harassment to your direct superior, Human Resources and Legal. The Daya Group prohibits the misuse of legal drugs or other substances, the use of illegal drugs and the abuse of alcohol in accordance with applicable laws, rules and regulations. We are committed to maintaining a substance-free workplace. The unlawful manufacture, distribution, dispensation, possession or use of controlled substances is prohibited in any Daya Group facilities and premises or while conducting business for and on behalf the company. Except for moderate and responsible consumption of alcohol while attending a Daya Group-sponsored event or while attending a business-related entertainment function, employees may not purchase, consume, possess, sell, or distribute alcohol while conducting business on behalf of the Daya Group. Where consumption of alcohol is permissible, you must exercise sound personal judgment and must not drink in excess or take any other action that could potentially cause harm to yourself or others. You are required to demonstrate a professional standard of behaviour when carrying out your work duties at all times. You must not report to work or remain on duty if under the influence of or impaired by any drugs, alcohol or other controlled substances. As an employee, you are expected to seek help and rehabilitation treatment. If you are concerned about a colleague who is abusing a controlled substance at work and poses a risk to the safety of yourself and others, it is your duty to report to your direct superior or Human Resources of your concern. All reports shall remain confidential.
We are committed to providing a safe and secure workplace for all employees. You play an important role in helping us meet this commitment. It is your duty to comply with all relevant laws, rules and procedures as well as observe all HSE management systems at your place of work. Contractors, agents, representatives and others acting for and on behalf of the Daya Group must also comply with such HSE management systems in place. You should be familiar with and follow all safety guidelines and report any unsafe conditions or accidents. We expect you to look out for the safety of others and to report any injuries, incidents, unsafe practices or conditions, or threatening or dangerous behaviour that you believe may pose a risk to your health or safety or the health or safety of other. All Daya Group-owned and operated facilities must have the relevant and required permits, approvals and HSE management systems in place.
Confidentiality Protecting the confidentiality of such information is authoritative to the reputation of the Daya Group. Where any confidential information is required to be disclosed by law, the same should be disclosed with proper authorisation. We should respect the absolute rights of clients and customers rights to confidentiality, except as expressly permitted by the client or customer in writing or as required by law. It is your duty, both during and after your employment with the Daya Group to maintain the confidentiality of such information unless authorised to disclose such confidential information. Examples of what is confidential information: Daya Group technical, financial, business, legal, contractual, and personnel documents and records Business communications such as emails, letters, reports and agreements Company computer software, files and processes List of customers and supplier Manufacturing processes. Trade secrets
Data Privacy and Protection Code of Conduct and Business Ethics In carrying out our business, we may collect, use or have access to personally identifiable data and information belonging or relating to our customers, employees or third-party vendors. As an employee, you have a right to privacy of your personal data. We are committed to respecting the privacy of such data and information by only accessing and sharing such information and data for legitimate business purposes, with appropriate authorization and by lawful means. Examples of personal data: A person s religion A person s race A person s health A person s criminal history Personal data is to be protected by reasonable safeguards against risks such as loss, destruction, unauthorized access, or unauthorized use, modification or disclosure. Intellectual Property As an employee of the Daya Group, you must ensure care is given when creating, protecting, managing and using any Daya Group Intellectual Property (IP). All Daya Group employees, as well as agents, consultants, subcontractors, representatives and contract staff should not only take care in safeguarding the IP rights of the Daya Group, but also respect the intellectual property rights of others. It is against our policy to use, copy, display, exploit, or distribute third-party copyrighted documentation or property, or other patented or trademarked materials without permission and prior approval from such third-parties. Examples of Intellectual property include: Identifiable names Patent rights Copyrights Trademarks and Service marks Logos Confidential know how Design Rights Graphics and Images Domain names Software Other copyrighted materials under an IP related agreement
Infringement of a third-party IP right or disregard to any obligations of confidentiality can result in legal liability for both an individual employee and the Daya Group.
Records Management Code of Conduct and Business Ethics All records created in the course of day-to-day business are considered important company assets and must be managed appropriately in order to comply with applicable laws, regulations and internal policies and requirements. Such records include e-mail and voicemail messages, company policies and procedures, minutes of meetings, financial accounts, and product information. It is your responsibility to manage such records and information properly to prevent unauthorised access of interference. Parties acting on behalf of the Daya Group must ensure proper records management as well. Business Communications All communications from an employee or someone acting for and on behalf of the Daya Group is a reflection on the Daya Group and its reputation. You should ensure that any external and internal communication in the performance of your work duties is complete, fair, accurate, timely and comprehensible. You must also avoid exaggeration, derogatory remarks, speculation or inappropriate characterization of people and companies.you should be sensitive about how written and verbal communications may be perceived and interpreted by others. Ensure all relevant approvals are obtained prior to releasing a particular piece of information and ensure you are not restricted from sharing such information. Public Statements You must not verbally or in writing, in any form, make or circulate public statements on the decisions, policies, procedures and day-to-day activities of the Daya Group unless you are authorised or appointed to do so on behalf of the Daya Group. Public statements include statements made to the press or media, magazines or the public in the course of any speech of media broadcast including by electronic means such as emails, facsimile, instant messages and blogs.
Anti-Bribery and Corruption The Daya Group forbids the direct or indirect offer, payment, facilitation, solicitation or acceptance of bribes by employees, in any form. This policy shall also apply to business partners, agents, subcontractors, contractors, representatives, contract staff, suppliers and joint venture companies. We strongly believe in taking an active stand against bribery and corruption and comply with all national and international laws, rules and regulations with respect to improper payments made to and received from foreign, local and public officials, individuals or companies. Any employee found to have received, offered, facilitated, taken or given a bribe or any other acts of corruption, will be subject to internal disciplinary action and possibly criminal liability, irrespective of their length of service or position. What is Bribery? Bribery is the giving, facilitating, offering, taking or receiving of any money, payment, gift, loan, fee, or reward, directly or indirectly, to or from any person in order to influence them or seek favourable treatment in return.
Fraud Fraud occurs when someone intentionally misrepresents information or conceals material facts for the purpose of inducing others to act upon it to his or her injury or financial loss. Fraud can be committed in a number of ways and by a number of different people, including customers, employees, agents or other third parties. Although most people have honest intentions, it is in our best interest to remain vigilant and help prevent fraud by understanding the common signs of fraudulent behaviour. Any fraud that is detected or suspected must be reported immediately to the management team which includes the Chairman of the Audit Committee, the EXCO members, the Group Chief Financial Officer, Internal Audit manager and Head of Subsidiaries. Failure to make a report may result in internal disciplinary action. Examples of fraud: Any dishonest or fraudulent act Falsified or intentionally inaccurate employee expense reports Forgery or alteration of any document or account belonging to the company Misappropriation of theft of funds, securities, supplies or other assets Impropriety in the handling or reporting of money on financial transactions Conflict of Interest A potential conflict of interest arises when personal, social, financial or political activities or business relationships interferes with an employee s objectivity relevant to their work duties. Actual conflicts, as well as potential conflicts, must be avoided or declared and resolved. Carefully consider your own situation for any actual or apparent conflicts of interest. If you believe you have a conflict of interest, you must disclose it.
Gifts and Entertainment Rules about favours, gifts and entertainment serve a very important purpose. We want to promote successful working relationships and goodwill, but we must be careful not to create situations that suggest a conflict of interest, divided loyalty, or the appearance of an improper attempt to influence business decisions. The Daya Group accepts that the occasional offering or receiving of modest gifts and hospitality may be part of developing and maintaining good business relationships. You should use sensible judgement when deciding what is reasonable. We want to make sure that business is won or lost based on the merits of our products and services. Our business relationships must be based entirely on sound business decisions, fair dealings and applicable laws. Do report any receipt or offer of gifts or hospitality of any value to your direct superior and take into account any applicable laws, rules and procedures. Public Officials You must be aware that even simple offers such as purchasing a meal or refreshments, providing gifts or paying for entertainment to any public officials or government employees may be unacceptable or even against the law. Each jurisdiction where the Daya Group conducts business in have specific laws, restrictions, regulations and reporting requirements concerning such activities, so be sure you are familiar and in compliance with these rules. The Daya Group does not make any political contributions or engage in political activity. Should an employee wish to participate in political activity, this must be done in a personal capacity which does not conflict with any job duties or responsibilities and ensure that this is not done on behalf of the Daya Group but in his or her own personal capacity. You must let your direct superior and the management team know if you are considering standing or have accepted public office.
Insider Dealing It is a criminal offence to deal with Daya Group securities by Inside Information. Securities include shares, bonds, debts, options, investments, futures, derivatives and notes whose value is determined by its price. It is also illegal to spread false information with the intention to manipulate the price of public listed securities. No employee shall use any Inside Information gained through employment with the Daya Group for his or her own advantage or for that of a friend or relative or other company or any other person or entity. This includes making recommendations to purchase Daya Group securities on the basis of Inside Information. What is Inside Information? Information not available to the general public which could affect the market price of the Daya Group securities or affect investors decision in buying, selling or retaining such securities. The Daya Group, its employees and representatives are required to comply with all applicable laws, rules and regulations with regards to Inside Information. Failure to comply with such rules will result in internal disciplinary action, criminal liability and fines for both individuals and the Daya Group.
Consequences of Breach A breach of any part of this Code may result in internal disciplinary action and if found to be a serious breach, termination of employment. If a breach involves criminal activity, this may result in criminal liability, including imprisonment for individuals and fines imposed on the Daya Group. Reporting Unlawful and Unethical Behaviour The Daya Group welcomes and encourages anyone involved with the Daya Group to speak up and report any concerns about unlawful or unethical behaviour or activity. Any suspected or actual breach of the Code must be reported to your direct superior, Head of Department, Head of Operating Unit, Human Resources or Legal immediately. No retaliation If you make a report, it will be treated in confidence and investigated promptly. We protect anyone who gives a good faith report on a violation of the Code. The company will not retaliate against you for making a good faith report about a questionable business practice, activity or behaviour. The Daya Group does not tolerate retaliation against those who have raised concerns and will take action against those who behave in this manner, breaches confidentiality or hinders any investigations. If you or any other person suffers or has suffered acts of retaliation, speak to your direct superior, Human Resources or Legal, who will be able to assist you.
DAYA GROUP CODE OF CONDUCT AND BUSINESS ETHICS RECEIPT AND ACKNOWLEDGEMENT I,..., Staff No.... (if applicable), acknowledge that I am required to read and comply with the Daya Group Code of Conduct and Business Ethics (the Code ) and hereby confirm receipt of a copy of the Code. Signature:... Subsidiary Company:.. Date:...