TRC SYNERGY
 Home  Contact Us  Site Map
 
BOARD OF DIRECTORS CODE OF CONDUCT
 

BOARD OF DIRECTORS CODE OF CONDUCT

1) Board of Directors Code of Conduct

We, the Directors of TRC Synergy Berhad (“TRCS” or “the Company”), understand this responsibility and are committed to this responsibility. We believe that each Director, by agreeing to serve as a Director, has agreed to read, understand and adhere to this Code of Conduct for the Company Directors (the "Code").

2) Accuracy of Business Records

Honest and accurate recording and reporting of information is extremely important. Investors count on the Company to provide accurate information about its affiliates and to make responsible business decisions based on reliable records.

Appropriate members of management must properly authorize all payments and transactions. All financial books, records and accounts must accurately reflect transactions and events, and conform both to generally accepted accounting principles and to TRCS’s system of internal controls. Undisclosed or unrecorded funds or assets are not allowed.

It is unacceptable, for example, to make false claims on an expense report. No entry may be made that intentionally hides or disguises the true nature of any transaction.

3) Recording Business Information

Almost all business records may become subject to public disclosure in the course of litigation or governmental investigations. Records are also often obtained by outside parties or the media. Directors should therefore attempt to be as clear, concise, truthful and accurate as possible when recording any information. Avoid exaggeration, colorful language, guesswork, legal conclusions, and derogatory characterizations of people and their motives.

4) Protecting Company Assets

Directors may be entrusted with the Company assets in connection with their responsibilities as Directors. This includes assets such as equipment, inventory, supplies and intellectual property.

Company resources should be used only to conduct company business or for purposes authorized by management. Any act by the Company Director that involves theft, fraud, unauthorized disclosure, embezzlement, or misappropriation of any property is prohibited. Each Director is responsible for the assets under their control. Each Director must follow security procedures to protect assets and must be alert to situations that could lead to loss or misuse of assets.

5) Protecting Confidential Information

Directors must safeguard confidential information by keeping it secure, limiting access to those who have a need to know in order to do their job, and avoiding discussion of confidential information in public areas. The obligation to preserve the Company's confidential information is ongoing, even after service ends.

6) Conflicts of Interest

Directors’ actions must be based on sound business judgment, not motivated by personal interest or gain. Directors cannot compete with the Company or use corporate opportunity for personal gain. Any situation that creates or appears to create a conflict of interest must be avoided.

7) Family Members and Close Personal Relationships

A conflict of interest may arise when doing business with or competing with organizations that employ or are partially owned by family members or close personal friends. Family members include, but are not limited to, spouse, children, parents, and siblings. Directors should disclose any such relationships to the Chairman of the Board to determine the best course of action.

8) Personal Investments

Directors may not own, either directly or indirectly, a substantial interest in any business entity that does or seeks to do business with or is in competition with the Company without providing advance notice to the Chairman of the Board.

A conflict of interest may also arise if a Director's outside employment activities are so demanding that they interfere with his or her ability to fulfill his or her responsibilities to the Company.

9) Inside Information' and Securities Trading

Confidential information may not be used for personal benefit. It is prohibited to trade securities or to tip others to trade securities of the Company or other companies on the basis of material information before it is made publicly available to ordinary investors through appropriate media. Such information includes news about acquisitions, investments, new business relationships, financial results, important management changes, and other information that has the potential to affect the share price of the Company or another company.

Directors, may purchase the Company’s securities and exercise options granted to them in accordance with the applicable arrangements, as long as they are not basing decisions on inside information.

10) Providing or Accepting Gifts

The Company aspires to achieve the highest standards of integrity in its business activities. Therefore, the Company Directors shall not accept gifts from external parties or give personal gifts to external parties which may create conflict of interest in business dealing of the Company.

11) The Law

The first and foremost obligation of responsible citizenship is to obey the laws of the countries and communities in which the Company does business. The fact that in some countries certain standards of conduct are legally prohibited but are not enforced in practice, or their violation is not subject to public criticism or censure will not excuse an illegal action by the Company Director.

12) Other Responsibilities

The Company Directors to endeavor to deal fairly with the Company's customers, suppliers, competitors and employees and to not take unfair advantage of any such person through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

13) Reporting, Enforcement and Questions

Any complaint and report against misconduct of the Company Directors can be made to the Chairman of the Board. The Chairman may initiate the necessary actions as he deems fit to address such complaint and report.

Any Director with a concern or question about applicable provisions of the Code, or about conduct that may violate these provisions, should contact the Chairman of the Board. Such persons shall also be responsible for enforcing the applicable provisions of the Code.