Commitment to ethical professional conduct is expected of every Director of The Store Corporation Berhad ("Tstore" or "the Company") and its subsidiaries (hereinafter referred to as "the Group"). This Code of Ethics ("Code"), consisting of commitments formulated as statements of personal responsibilities, identifies the elements of such a commitment.
This Code is based on the principles of sincerity, integrity, responsibility and corporate social responsibility.
This Code is intended to focus on the Board and each Director on areas of ethical risk, provide guidance to the Directors to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct and help foster a culture of honesty and accountability.
This Code is designed to enhance the standard of corporate governance and corporate behavior with the intention of achieving the following objectives:
In the context of this Code, a Company Director means any person who holds the position of Director in the Group, irrespective of any designation used, including anyone who follows the directives and advice of a corporate Director and who usually takes action, as well as an in-turn or substitute Director. It includes both executive and non-executive Directors as well as executive and non-executive chairpersons.
In the performance of his or her duties, each Director shall at all-time observe the following codes:
5.1. Corporate Governance
5.1.1. To have a clear understanding of the aims and purposes, capabilities and capacities of the Company;
5.1.2. To 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;
5.1.3. To ensure at all times that the Company is properly managed and effectively controlled;
5.1.4. To stay abreast of the affairs of the Company and be kept informed of the Company's compliance with the relevant legislation and contractual requirements;
5.1.5. To insist on being kept informed on all matters of importance to the Company in order to be effective in corporate management;
5.1.6. To limit his directorship of companies in which he can best devote his time and effectiveness; each Director is his own judge of his abilities and how best to manage his time effectively in the company in which he holds directorship;
5.1.7. To have access to the advice and services of the Company Secretary, who is responsible to the board to ensure proper procedures, rules and regulations are complied with;
5.1.8. To at all times exercise his powers for the purposes they were conferred, for the benefit and best interest of the Company;
5.1.9. To disclose immediately all contractual interests whether directly or indirectly with the Company,
5.1.10. To neither divert to his own advantage any business opportunity that the Company is pursuing, nor may he use confidential information obtained by reason of his office for his own advantage or that of others;
5.1.11. To 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 powers in discharging his duties;
5.1.12. To uphold the Board Charter.
5.1.13. To protect all confidential information in respect of Company or its subsidiaries.
5.1.14. To be willing to exercise independent judgment and, if necessary, openly oppose if the vital interest of the Company is at stake; and
5.1.15. Relationship with Shareholders, Employees, Creditors and Customers and other Stakeholders:
a) Should be conscious of the interest of shareholders, employees, creditors and customers of the Company;
b) Should at all times promote professionalism and improve the competency of management and employees; and
c) Should ensure adequate safety measures and provide proper protection to workers and employees at the workplace.
6.1. Conflict of interests may arise in any situation in which a director engages in an activity that detracts from or interferes with his or her full, loyal and timely performance of services to the Group, or has a financial interest that might influence the director's judgment on behalf of the Company; and
6.2. All such conflicts should be avoided, and directors must report any actual, potential or apparent conflicts to the Board of Directors.
7.1. To strive to be socially responsible persons or Company by supporting life-changing causes and efforts, in the arena of politics, community, education and health, in addition to preserving the environment;
7.2. To ensure the effective use of natural resources and improve quality of life by promoting corporate social responsibilities;
7.3. To ensure that the activities and the operations of the Company do not harm the interest and well-being of society at large and assist in the fight against inflation.
The Directors should promptly communicate any breaches of this Code, including violations of laws, rules, regulations or Company's policies to the Board.
The Board has adopted the Code on 24 January 2014.
This Code shall be reviewed by the Board as and when necessary and may be amended as the Board may deem appropriate.