All directors, officers, and employees must conduct themselves and the business of Sivdio Imaging Sdn Bhd in a legal and ethical manner. This Code of Business Conduct and Ethics (“Code”) sets out basic principles for all directors, officers and employees to follow in fulfilling their responsibility to conduct themselves accordingly.
The Code applies to the employees, officers of Sivdio Imaging Sdn Bhd direct or indirect wholly-owned subsidiaries (such individuals, “Covered Persons”). We recognise the separate legal status and independence of each of our subsidiary companies. However, to make the Code easier to read, we use “Sivdio” to refer to Sivdio Imaging son Bhd and each one of these subsidiary companies. In addition, unless the context otherwise requires, please note that when used in this Code:
(i) the terms “we,” “our,” “us” and similar terms refer to Sivdio,
(ii) the terms “you” and “your” refer to Covered Persons, and
(iii) the term “including” (and any form of it) will not be limiting or exclusive.
In addition to the Code, Sivdio has adopted numerous policies addressing specific aspects of our business. When appropriate, we refer to those separate policies in this Code, and the terms and conditions of those policies should be considered incorporated as part of this Code. If there is a conflict between the Code and a specific policy, you must comply with the specific policy.
Neither the Code nor any of our other policies are, and should not be interpreted as, a contract for employment.
Covered Persons are obligated to help enforce the Code. If you become aware of a potential violation of the Code, you must report that fact by contacting our Boards of Directors and Managing Director.
Sivdio will not allow any retaliation against you for reporting a potential violation of the Code in good faith. Reports of a violation will be investigated promptly and the matter will be treated, to the extent possible, as confidential.
COMPANY ASSISTANCE / EXCEPTIONS
You should address any questions you may have about the Code to your supervisor or manager, who will relay them to our Boards of Directors and Managing Director. If you do not feel comfortable raising your questions with your supervisor or manager, you may raise your questions directly with our Boards of Directors and Managing Director.
A reputation for integrity is one of the most valuable assets a company can possess. Sivdio’s reputation has been built over many years and is dependent on the integrity and sense of responsibility demonstrated by our Covered Persons.
The Code sets forth our commitment that all Covered Persons exemplify a high standard of ethical and legal conduct in all Sivdio business practices.
While compliance with applicable law is the foundation for the Code, you are expected to avoid unethical business dealings, whether actual or perceived, even when those business dealings may not violate applicable law. In many respects, the Code sets forth a higher standard than applicable legal requirements.
The Code covers a wide range of topics, but it cannot be expected to cover every issue that may arise. As a result, the Code sets forth certain fundamental principles to guide you. Nothing can replace good judgment on your part, and you must apply these principles in both letter and spirit. Where the letter of the Code is not specific, the spirit must prevail.
The standards set forth in the Code evidence responsibilities to a variety of stakeholders, including:
- each other;
- Sivdio’s shareholders;
- the governments and legal systems in the locations where we operate; and our business partners.
Close relationship; shall mean relationship between Director or Employee with such person who may include but not limited to any one of the categories:
ii. Parents including Parents In-Law;
iii. Child including an adopted child and step child;
iv. Brother or sister; and
v. Spouse of the person referred to in sub-paragraphs (iii) and (iv) above.
RESPONSIBILITIES TO EACH OTHER
A. Anti-Harassment Statement
It is illegal under goverment law and prohibited by Sivdio for an employee to harass another employee based on any legally protected characteristic such as race, color, religion, gender, sexual orientation, gender identity, age, or disability. We have developed a separate policy that stresses Sivdio’s strong opposition to harassment of any type. That separate policy establishes complaint procedures and disciplinary penalties that may be imposed for violation of the policy by any Sivdio employee.
B. Equal Employment Opportunity
Sivdio believes diversity, the collective mixture of similarities and differences of our employees, is a valued asset.
Sivdio is firmly committed to providing equal opportunity in all aspects of employment without regard to race, color, religion, gender, sexual orientation, gender identity, age, disability or any legally protected characteristics. Equal opportunity employment practices extend to all aspects of employment, including recruitment and hiring, compensation, benefits, transfer, termination, and participation in Sivdio-sponsored training, social and recreational programs.
C. Environment, Health and Safety
Our commitment to protecting the environment and providing a safe and healthy workplace for our Covered Persons and other business associates is one of our core values. No job is so important, and no task is so urgent, that necessary steps cannot be taken to assure the safety and health of our Covered Persons and business associates. Please refer to the “HSE Philosophy” for additional information.
Sivdio’s will not tolerate any acts or threats of violence against our Covered Persons or business associates while engaged in business on behalf of or with Sivdio, whether on or off Sivdio premises.
D. Drugs and Alcohol
Covered Persons are prohibited from performing Sivdio-related tasks while under the influence of drugs or alcohol.
E. Use of Information Systems
Covered Persons generally have access to our information systems, such as computers, systems network and Internet equipment, software and data, telephones, voice mail and facsimile machines. Our information systems should be primarily used for conducting Sivdio business.
Covered Persons should have no expectation of privacy as to any communications and files (including personal data and correspondence) that use Sivdio’s information systems and should recognize that such communications and files are considered business records that may be subject to disclosure in a court of law. Except as necessary in the normal course of business, Covered Persons should not transmit e-mail concerning non-public information or potential liability. In addition, Covered Persons should recognize that many materials available through the Internet and elsewhere are copyrighted. As such, prior to using Sivdio assets to copy or download copyrighted materials, Covered Persons are required to obtain the publisher’s permission.
Sivdio’s other policies, such as our policies on “Protection of Sivdio Assets” and “Confidential Information” are equally applicable to your use of the information systems.
RESPONSIBILITIES TO SHAREHOLDERS
A. Protection of Sivdio Assets
Sivdio’s employee are expected to protect Sivdio assets against theft, loss, or misuse. Sivdio assets include tangible items like buildings and equipment, as well as intangible items like business plans and potential prospects. Incidental or occasional personal use of Sivdio’s office equipment is permitted, but excessive use is not. Further, to the extent you operate a vehicle on Sivdio business, whether the vehicle is owned, leased or rented by Sivdio or is your personal vehicle, you are expected to do so in a safe manner.
Sivdio is required by law to retain certain types of records, usually for a specific period of time, and employees are required to assist Sivdio in fulfilling these records retention requirements, as well as maintaining accurate records.
Employees will promptly and fully communicate to Sivdio in writing any invention, idea, discovery or work of authorship conceived, developed, or reduced to practice in the course of their employment, either alone or as a co-inventor or discoverer. Such invention, idea, discovery or work of authorship, whether subject to patent, copyright, trademark or other protection, will be the sole property of Sivdio. In some instances, certain employees may be required to execute a separate Assignment-of-Inventions agreement to ensure Sivdio’s intellectual property rights are protected.
B. Confidential Information
As a Covered Person, you may have access to non-public information concerning Sivdio, other Covered Persons and third-party business relationships. You may not communicate that information to any person, including other Covered Persons, unless that person has a need to know that information for a legitimate business purpose.
Information that is considered confidential and therefore the property of Sivdio includes information regarding business activities, business plans and financial performance, technical data and other proprietary information, not limited to email, patents, industrial designs, trademarks, copyrights, service marks, confidential information, designs, knowhow, techniques, processes, equipment, software programs, software source documents, formulae, hardware, software, firmware, sketches, drawings, models, inventions (whether patentable or not), schematics, samples, audio and/or visual contents, business plans, engineering items or information, marketing information, data, materials, analysis, compilations, forecasts, studies, experience and/or copies and reproductions thereof. You may not release or remove these items from Sivdio property without proper approval, and you may not use such information for your personal gain or in a manner not in Sivdio’s best interests. Additionally, in the event of termination from employment for any reason, a terminated individual may be required to immediately deliver to Sivdio all copies of the above described information.
Covered Persons with access to wage, salary and confidential benefit information must not disclose this information to anyone (including other Sivdio employees) who does not have a legitimate business purpose for obtaining such information. Additionally, Covered Persons are strictly prohibited from gaining access to Sivdio information if they do not have a legitimate business purpose or do not have legitimate access to such information for the performance of their particular job. Covered Persons may be asked to sign a Non-Disclosure Agreement.
Code of Business Conduct and Ethics
C. Accounting and Disclosure Practices
It is Sivdio’s policy to keep books, records and accounts that completely and fairly reflect our financial condition and to comply with applicable accounting principles, laws, rules and regulations (“Accounting Rules”). Employees are responsible for familiarizing themselves with Sivdio’s authority limitations and policies on the execution of contracts and should limit their actions to those within the specific authority granted to them by Sivdio. Please refer to the “Contract Review Policy,” “Sivdio Signature Authority Policy” and “Corporate Financial Authority Limits.” Employees who have accounting and auditing responsibilities are responsible for understanding and complying with all Accounting Rules, ethical standards and internal procedures.
Full and complete disclosure of important information to the public about Sivdio, both financial and non-financial, is a complex process involving numerous departments to ensure that truthful, accurate and reliable information is shared. We have designed accounting and disclosure processes to record, process and report in a timely manner all material information as required by applicable laws. The Disclosure Committee is responsible for overseeing these processes. All Covered Persons are expected to comply with these processes and carefully consider and respond in a timely manner to any inquiries from or on behalf of the Disclosure Committee. Covered Persons with comments or questions regarding information that may require consideration by the Disclosure Committee should present the information to our Managing Director
D. Insider Trading
Covered Persons who have access to insider information about Sivdio are not permitted to use or share that information. To use insider information for personal financial benefit or to “tip” others who might make an investment decision based on that information is unethical and could be illegal. In addition, members of Sivdio’s board of directors and Sivdio’s executive officers are subject to additional restrictions on their transactions in Sivdio securities.
Insider information includes material non-public information about matters such as significant contracts, claims, liabilities, major litigation, potential sales, mergers or acquisitions, confidential business plans, activities, earnings, forecasts and budgets.
E. Conflicts of Interest
It is imperative that Covered Persons maintain unbiased judgment when acting on behalf of Sivdio. As a Covered Person, you may find yourself in a situation in which your personal interest and that of Sivdio are inconsistent. Such a situation, whether actual or apparent, is commonly referred to as a conflict of interest.
Covered Persons are prohibited from holding a position of Substantial Financial Interest (as defined below) in an entity when that interest (a) conflicts with, or appears to conflict with, the proper performance of the Covered Person’s duties or responsibilities to Sivdio or (b) might affect the Covered Person’s independent judgment in transactions between Sivdio and the entity.
Covered Persons are required to disclose any position (i.e. director, officer, employee, consultant) or Substantial Financial Interest that they, or their Associate (as defined below), have in any entity that has business relations or dealings with, or is a competitor of, Sivdio.
Conflicts of interest may not always be clear-cut. If you have any questions or concerns about a potential or perceived conflict of interest, you must promptly notify and consult with our Boards of Director and Managing Director.
The following summarizes some of the more common conflicts of interest that may arise.
(i) Outside Activities
It is Sivdio’s general policy that Covered Persons should not participate, directly or indirectly, in outside business or personal activities that conflict with, or appear to conflict with, the proper performance of Sivdio duties and responsibilities or might affect independence or judgment in transactions between Sivdio and such an entity. This includes participation in any business activity that would benefit from a relationship with Sivdio. Covered Persons are encouraged to work with civic, social, corporate industry and charitable organizations as long as participation does not present a potential conflict of interest.
(ii) Other Outside Investments
Outside investments by Covered Persons are not to include ownership, either directly or indirectly, in interests that are directly associated with any current or proposed Sivdio operations or activities. In addition, Covered Persons may not take advantage of personal investment or other business opportunities made available to them because of their position with, or information from, Sivdio.
(iii) Assisting a Competitor
An obvious conflict of interest is providing assistance to an entity or other business enterprise that competes with our current or proposed activities. Without Sivdio’s consent, Covered Persons may not work for such an organization as an employee, consultant or member of its board of directors.
(iv) Supplying Sivdio
Generally, Covered Persons may not work for or represent a Sivdio supplier or vendor, or be a member of a supplier’s or vendor’s board of directors while working for Sivdio. In addition, Covered Persons may not accept money or benefits of any kind for any advice or services provided to a supplier or vendor in connection with its business with Sivdio.
(v) Associates Working in the Industry
Covered Persons may find themselves in a situation involving a potential conflict of interest due to business activities and employment of an Associate. A potential conflict of interest arises when an Associate is, or works for, a competitor or supplier of Sivdio, or is employed by a financial institution that has entered into transactions with Sivdio. Such situations require extra sensitivity to security, confidentiality and conflicts of interest.
F. Gifts and Entertainment
The business relationships Sivdio has with its contractors, suppliers, vendors and service providers are of utmost significance. We want to maintain the highest standards of integrity in those relationships and ensure that those parties exhibit the same degree of commitment to those standards. In support of that policy, it is vital that Sivdio and its Covered Persons maintain relationships that are unencumbered by events or activities that may be construed as improper incentives.
Covered Persons may not receive from individuals or firms, directly or indirectly, gifts, entertainment or other favors that exceed what is generally considered common courtesy usually associated with ethical business practices. Receipt of an excessive gift might be regarded as placing you under some obligation, or perceived obligation, to a third party who deals with, or desires to deal with, Sivdio.
Covered Persons may not provide to others, directly or indirectly, excessive gifts and entertainment at Sivdio’s expense. Entertainment expense should be kept to a minimum and should only be incurred if there is a clear business reason for the expenditure. The following criteria may be used when determining the reasonableness of gifts or entertainment:
Gifts of cash, gift cards or cash equivalents are strictly prohibited.
Unsolicited gifts of nominal value may be accepted.
Is the gift consistent with accepted business practice?
Would disclosure embarrass you or Sivdio?
Is it ethically acceptable to receive or provide the gift?
You may be required to obtain management approval prior to accepting gifts or entertainment that exceed a certain value.
Gifts and entertainment provided to any government employee are prohibited except to the extent they are permitted by applicable laws, rules and regulations and approved by the Boards of Directors and Managing Director
G. Reporting of Business Time and Expenses
Sivdio requires honest and accurate recording and reporting of information. Only the true and accurate number of hours worked should be reported.
All expense reports must be submitted promptly and accurately. Managers are responsible for the careful review of all expense reports submitted for their approval. Please refer to the guidelines set forth in the “Business Travel and Expense Reporting Procedures” in making travel arrangements and incurring and reporting related business expenses.
RESPONSIBILITIES TO GOVERNMENTS AND THE LAW
A. Compliance with Laws, Rules and Regulations
All Sivdio business should be conducted in full compliance with applicable law. Covered Persons are expected to understand and comply with all laws affecting their work.
B. Anti-corruption Laws
We and our Business Partners are expected to comply with the Malaysian Anti-Corruption Commission Act 2009 (“MACCA”) and all other anti-bribery and anti-corruption laws and regulations, domestic and international and treaties of the countries where we do business.
Being an officer of a Public Body, any Employee of Sivdio who use his office or position for gratification as provided for under Section 23 of the MACCA, commits an offence and will be dealt with under the MACCA.
We are prohibited from accepting or soliciting, giving or offering any form of gratification as an inducement or reward to do or forbear any act in relation to any matter in which any Business Partners, friends or Families has an interest whether directly or indirectly.
Our Business Partners are also prohibited from offering and/or giving any form of gratification to us as an inducement or reward for us to use our office or position when making any decision, or take any actions in relation to any matter in which the Business Partners, friends or Families have an interest whether directly or indirectly.
In the event that any request for bribe is received or any offer for bribe are being made, it is our duty to submit together with the full and true description and, if known, the name of the person who solicited, or obtained or attempted to obtain the gratification to the Ethics Line as provided under the chapter of Whistle-Blowing Policy and Reporting Concerns under this Code.
Any offence of accepting, soliciting, giving or offering of any form of gratification will be dealt with under the MACCA or any other laws applicable.
C. Money Laundering
We must understand the business and background of any prospective third party that wants to do business with Sivdio. Due diligence needs to be carried out in order to understand the business and background of such party to determine the services and the origin and destination of money and property of such party.
Any suspicious incidents of money laundering transactions needs to be reported to our superior or Group Procurement. Do not try to investigate any case of money laundering ourselves as this may be harmful to us or hamper any official investigation that may be carried out.
For the purpose of this provision “money laundering” occurs when the criminal origin or nature of money or assets is hidden in legitimate business dealings when legitimate funds are used to support criminal activities and terrorism.
In Malaysia the offences of money laundering falls under the Anti-Money Laundering and Anti-Terrorism Financing (Amendment) Act 2014.
RESPONSIBILITIES TO OUR BUSINESS PARTNERS
Every Covered Person will deal honestly and ethically with customers, vendors, contractors, competitors, employees and others while engaged in business on behalf of Sivdio. No Covered Person will take unfair advantage of anyone through manipulation, concealment, abuse of privileged or confidential information, misrepresentation of material facts, or any other unfair dealing practice.
CONSEQUENCES OF VIOLATION OF POLICY
Violating the Code is a serious offense that may subject you to disciplinary action, up to and including termination of employment. In addition, violations of the law may subject Sivdio or you to fines, penalties or other legal remedies, including imprisonment.
Sivdio reserves the right to amend, supplement, or rescind the Code or any policy, in whole or in part, at any time and to adopt different policies and procedures. This Code will be reviewed annually by the Code Owner.