The Directors, in discharging its responsibilities, continue to adhere to the adopted Directors' Code of Ethics. The Directors' Code of Ethics is based on principles in relation to sincerity, integrity, responsibility and corporate social responsibility, and is formulated to enhance the standard of corporate governance and corporate behaviour.
The Company requires directors to conduct their outside associations and personal business, financial and other relationships, in a manner that will avoid any actual or apparent conflict of interest between themselves or members of their immediate family and the Company in respect of their role as a director of the Company. The term "outside association" refers to any affiliation, association, or interest that any director may have with an entity other than with the Company. It is impractical to conceive of and set forth rules that cover all situations in which a conflict of interest may arise. The basic factor in all conflict of interest situations is, however, the division of loyalty or the perception of a division of loyalty between duties to the Company and personal interests.
It is a con flict of interest to serve as a director of any company that competes with ICON or its subsidiaries. Although a director may also serve as a director of the Company's or its subsidiaries' supplier, customer, developer, or other business partner, Company policy requires that the director first obtain approval from the Chairman of the Board before accepting such a directorship. Such approval may be conditioned upon the completion of specified actions.
Directors may not exploit for their own personal gain opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing to the Board and the Board declines to pursue such opportunity
In all cases, actual or apparent conflicts of interest in respect of a person's role as director must be handled in an ethical manner; meaning that they must be fully disclosed to the Audit & Risk Management Committee an d considered prior to being resolved. In the case of a potential conflict of interest, directors are urged to seek guidance from the Committee.
Directors should consult with the Committee as soon as possible upon learning of a relationship, arrangement, or transaction that such director reasonably believes could result in a conflict of interest with the performance of their duties as a director of the Company. The Committee, acting where appropriate on the advice and guidance of outside counsel, shall review all relevant facts and may : -
In addition, all related party transactions, whether or not deemed to be a conflict of interest, must be approved by the Board.
At all times where a Director may be conflicted, the provisions of the Bursa Securities Berhad Listing Requirements and applicable provisions of the Companies Act 1965 must be adhered to and where relevant, the Director must abstain from any decision where he may be conflicted, and where necessary, remove himself / herself from any discussion on the conflicted matter.
Directors must maintain and protect the complete confidentiality of the Company's confidential and proprietary information that they acquire, from whatever source, except when disclosure is authorised or legally mandated. Confidential and proprietary information is information: -
Directors may not disclose confidential and proprietary information or use confidential and proprietary information to advance their personal interest through investment activities or in any other way. This prohibition includes, for example, the unauthorized disclosure of such information to press representatives or financial and trade analysts, or disclosure to anyone who may stand to profit by such information.
The Company and its directors must cooperate with appropriate government inquiries and investigations. In this context however, it is important to protect the legal rights of the Company with respect to its proprietary information. All government or legal requests for information, documents or investigative interviews made to a director must be referred to the Chairman of the Board.
All confidential and proprietary information including concerning securities, financial condition, earnings or activities of the Company and / or its group of companies, and information that is particularly sensitive which include knowledge of acquisitions and divestiture, new products or process, audit reports and earning figures and trends must remain confidential until it is fully and properly disclosed to the public.
All of the Company's corporate, customer and employees information are strictly private and confidential and must be treated as such at all times. They must not be disclosed to anybody without proper authorisation. There shall be no release of such information to casual contacts made th rough the internet or any other means of information dissemination.
The obligation to preserve and keep confidential all confidential and proprietary information continues even after a director ceases to be a director of the Company.
The Company seeks to outperform its competitors fairly and honestly. The Company seeks competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing or utilizing trade secret information that was obtained without the owner's consent or inducing such disclosures by past or present employees of other companies is prohibited.
Each director is expected to deal fairly with the Company's and its subsidiaries' customers, suppliers, competitors, officers and employees.
Directors should communicate any suspected violations of this Code (and any concerns regarding accounting or auditing matters) promptly to the Chairman of the Audit & Risk Management Committee. Violations will be investigated by the Board or by persons designated by the Board, and appropriate action will be taken in the event of any violations of the Code. Directors may not be retaliated against for reporting actual or suspected violations of the Code in good faith. Suspected retaliation should be reported to the Chairman of the Audit & Risk Management Committee.
Under no circumstances may directors offer to pay, make payment, promise to pay, any mo ney, or provide anything of value to customers, suppliers, consultants, government employees or officials, etc. that is perceived as intended, directly or indirectly, to improperly influence any business decision, any act or failure to act, or any commitment of fraud. Inexpensive gifts, infrequent business meals, celebratory events and entertainment, provided that they are not excessive or create an appearance of impropriety, do not violate this Code. Questions regarding whether a particular payment or gift violates this Code should be directed to the Audit & Risk Management Committee.
Under no circumstances may directors or members of their immediate family accept any offer, payment, promise to pay, or authorization to pay any money, or accept anything of value from customers, suppliers, consultants, etc. that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, or any commitment of fraud. Inexpensive gifts, infrequent business meals, celebratory events and entertainment, provided that they are not excessive or create an appearance of impropriety, do not violate this Code. Questions regarding the appropriateness of accepting a gift or offer of entertainment should be directed to the Audit & Risk Management Committee.
Directors may not use Company's or its subsidiaries' assets, employees or information for personal use unless approved by the Chairman of the Audit & Risk Management Committee, or as part of a duly adopted compensation or expense reimbursement program available to all directors.
ICON strives to provide a work environment free from harassment in all forms including sexual harassment and discrimination based on race, religion, national origin, age, gender, sex, sexual orientation, or disability. Harassment, in general, is unwelcome or unwanted, offensive behaviour expressed by an employee or director toward another, which may include such conduct as slurs, jokes, intimidation or any other verbal or physical attack upon a person based on race, religion, age, gender, disability, national origin, sex, sexual orientation, the performance of sexual favours as a condition of an employee's employment status, or conduct that creates an intimidating, hostile, or offensive working environment. Sexual harassment is unwanted sexual advances, or visual, verbal, or physical conduct of a sexual nature. It includes all forms of offensive behaviour, including gender - based harassment of a person of the same sex as the harasser. Sexual harassment is not to be tolerated in the workplace or in other work - related settings such as business trips and business - related social events.
Any director found to have harassed or otherwise discriminated against another director, employee or individual with a business relationship with ICON or its subsidiaries is subject to disciplinary action. Retaliation against an employee or director who reports alleged harassment or discrimination because of a prohibited reason will not be tolerated.
In the normal course of business, director may come into the possession of significant, sensitive information. This information is the property of the Company. Directors may not profit from it by buying or selling securities themselves or passing on the information to others to enable them to profit from them, to profit on their own or the other director's behalf.
Specific policies have been established regarding who may communicate information to the press and the financial analyst community. All inquiries or calls from the press and financial analysts should be referred to the Head of Corporate Communication and Administration Department.
In connection with the preparation of the financial and other disclosures that the Company makes to the public, including any filings and announcements made to Bursa Malaysia Securities Berhad (if any) or by press release, the director must, in addition to complying with all applicable laws, rules and regulations, follow these guidelines: -