Code of Ethics and Conduct

Code of Ethics and Conduct

1. Introduction

The Board of Directors (“the Board”) of Berhad (“the Company”) has adopted the following Code of Ethics and Conduct (“Code”).

2. Principle

This Code is based on the core principles of trust, integrity, transparency, accountability, responsibility and professionalism.

3. Purpose

This Code is formulated to enhance the standard of corporate governance and to establish a standard of ethical behaviour for Directors and Service Providers of the Company based on its core values and management principles.

This Code serves as the ground rules for Service Providers’ behavior, as well as guide the Board on manner in which it should act when deciding unanticipated situations. It also provides mechanisms to report unethical conduct, and help foster a culture of honesty and accountability.

The Code defines behavior that is acceptable or unacceptable in the workplace. It is about compliance, outlining the rules and the measurements by which the Board and Service Providers will be held accountable in observing stated values and principles.

No code or policy can anticipate every situation that may arise, or replace the thoughtful behaviour of an ethical Director and Service Providers. Directors and Service Providers are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of this Code to the attention of the Chairman of the Board, who may consult with internal or external legal counsel as appropriate.

4. Code of Ethics and Conduct

4.1 Every Director is responsible to ensure compliance with the Code:-

(a) have a clear understanding of the investment objectives, investment policies and investment restrictions of the Company;

(b) devote sufficient time and effort to carry out his/her duties and responsibilities and attend meetings;

(c) ensure at all times that the Company is properly managed and effectively controlled;

(d) stay abreast of the affairs of the Company and be kept informed of the Company’s compliance with the relevant legislation and contractual requirements;

(e) should limit his/her directorship of companies to a number in which he/she can best devote his/her time and effectiveness. Each director is his/her own judge of his/her abilities and how best to manage his/her time effectively in the company in which he/she holds directorship. A Director should notify the Chairman and Company Secretary before accepting any other new directorships;

(f) at all times exercise his/her powers for the purposes they were conferred, for the benefit and prosperity of the Company;

(g) disclose immediately any conflict of interest or all contractual interests whether directly or indirectly with the Company;

(h) neither divert to his/her own advantage any opportunity that the Company is pursuing, nor may he/she use confidential information obtained by reason of his/her office for his/her own advantage or that of others;

(i) at all times act with utmost good faith towards the Company in any transaction and to act honestly and responsibly in the exercise of his/her powers in discharging duties;

(j) be willing to exercise independent judgment and, if necessary, openly oppose if the vital interest of the Company is at stake; and

(k) should be conscious of the interest of shareowners of the Company.

4.2 In the performance of his/her duties, Directors and Service Providers must comply with the letter and spirit of the following codes:-

(1) Company Records And Internal Controls

The Company’s records must be prepared accurately and honestly, both by Fund Administrator who prepare financial statements and reconciles with the Fund Manager, and by the other Service Providers who contribute to the creation of business records, for example, by submitting expense records, time sheets, order, invoice records.and investment reports. The Company takes obligation to maintain business records for operational, legal, financial, historical and other purposes seriously and takes appropriate steps to ensure that the content, context and structure of the records are reliable and authentic.

Reliable internal controls are critical for proper, complete and accurate accounting and financial reporting. The Service Providers must understand the internal controls relevant to their positions and comply with the policies and procedures related to those controls to ensuring that effective and reliable business processes are in place.

(2) Company Assets

The Company’s properties and assets, if any, should be managed and safeguarded in a manner which protects their values. The Service Providers are accountable both for safeguarding all assets entrusted to them, including your information resources, records, materials, facilities and equipment under your care or control, from loss, theft, waste, misappropriation or infringement and for using the assets to advance the interests of the Company. All the Service Providers have an affirmative duty to immediately report the theft, loss or misappropriation of any Company assets, including financial assets, physical assets, information assets and electronic assets to the management as stipulated under Violations of Code of Conduct below.

(3) Exclusive Service

The Company expects each and every Service Providers to give their fullest attention, dedication and efforts to their duties and the Company. The Service Providers must avoid any personal, financial or other interest which may be in conflict with their duties and responsibilities to the Company.

(4) Integrity And Professionalism

The Service Providers should remember that they are in association with the Company and are constantly being judged and otherwise appraised by everyone they come in contact with. All the Service Providers should conduct themselves with the highest degree of integrity and professionalism in the workplace or any other location while on Company’s business.

(5) Confidential Information

All information obtained in the course of engagement with the Company shall be deemed to be strictly confidential and shall not be disclosed to any third party. This measure applies to all the Service Providers both during and after the service with the Company.

Except with the permission of the Company, all Service Provider shall not make any unauthorized public statement, circulate, divulge or communicate with any customer, member of the public, media or government or statutory bodies on the policies or decision of the Company on any issue, or any other information or details in respect of the Company’s business. This applies to disclosures by any medium, including the internet, especially via social media sites (e.g. Facebook, Twitter, YouTube), internet message boards and/ or blogs. All Service Provider must take precautionary steps to prevent the unauthorised disclosure of proprietary or confidential information, including protecting and securing documents containing this information.

Personal records and remuneration including the Service Provider’s own remuneration are classified as Private and Confidential information and shall not be divulged.

(6) Compliance Obligations

The Service Providers are responsible for knowing and complying with the requirements applicable to their work activities as per the terms of the Engagement and other rules, regulations and guidelines relevant to the Company which is a closed-end funds, issued from time to time by the relevant regulators..

(7) Anti-Bribery and Anti-Corruption

The Service Providers shall not offer, give, solicit or accept or receive any form of bribe or any other improper payment in order to achieve business or personal advantages for his/her or others or engage in any transaction that can be construed as having contravened the anti-corruption laws.

(8) Insider Trading

No Service Providers who are in the possession of non-public price sensitive information of the Company or other listed company gained in the course of engagement with the Company may deal or advise any other person to deal in any securities of the Company or any securities of another listed company.

No Service Providers shall disclose non-public price sensitive information to any person (including family members) where such information may be used by such person to his or her profit by trading or in recommending or advising others to trade in any securities of company.

The Service Providers must ensure that all their respective transactions in the Company’s securities comply with the procedures set out in the Bursa Malaysia Listing Requirements and the law on trading.

In the context of Malaysian law, insider trading is an offence defined under the Capital Market and Services Act 2007. The laws of other country on insider trading may be applicable in the context of inside information concerning company listed outside of Malaysia.

(9) Money Laundering

Money laundering is the process of concealing, converting and transferring proceeds from unlawful activities to a legitimate source of income or asset. Money laundering is an offence under the Anti-Money Laundering and Anti-Terrorism Financing Act 2001 in Malaysia.

The Service Providers are expected to be mindful of the risk of the Company’s business being use for money laundering activities and to raise any suspicious transactions to their immediate superior and the Board to undertake further investigation.

No disclosure should be made to others that would indicate suspicions of money laundering. Any Service Providers reporting should not discuss the matter with any other person.

10) Abuse of Power

The abuse of authority/power is the improper use of a position of influence, power or authority by an individual towards others. Abuse of authority can include a one-time incident or a series of incidents.

Everyone in the Company should be treated with dignity and abuse of power and any form discrimination are strictly not tolerated. The Service Providers shall report incidents of abusing of power, or has reason to believe abusing of power is occurring, to their immediate superior or adhere to the Whistle-Blower Policy.

Service Providers” will include its employees who are involved in servicing the Company as per the terms of the engagement.

5. Review of the Code of Ethics and Conduct

This Code shall be periodically reviewed as and when necessary by the Board and made available for reference in the Company’s website at

This Code was updated on 9 April 2018.