Code of ConductINTRODUCTION
The standards of conduct and behaviour of company directors in Malaysia are prescribed by the Companies Act 2016. They are also regulated by the common law and other government legislation on topics relevant to companies, including taxation law, competition and consumer law and insolvency law. MICG believes that such standards apply to its Board of Governors (BoG) and its individual Governors to the fullest extent relevant to the Institute. Accordingly, MICG has developed this Code of Conduct for the BoG and employees of MICG.
Interpretation in this Code:
‘Board or BoG’ means the Board of Governors;
‘Board Committees’ means committees established by the Board of Governors from time to time including Audit Committee and Nominating Committee;
‘CEO’ means the principal officer of the Institute;
‘Company Secretary’ means the secretary to the Board of Governors or the person normally exercising the functions of the secretary to the Board of Directors as defined in the Companies Act 2016;
‘Employee’ means those remunerated by MICG (part timers, contract staff, permanent staff and interns);
‘Institute’ or ‘MICG’ means Malaysian Institute of Corporate Governance;
‘Management’ means the management personnel of the Institute; and
Reference to the word ‘he’ shall include the female gender unless otherwise stated.
A Governor and employee of MICG must possess and maintain professional capability and personal qualities of the highest order, including a commitment to social responsibility for the wider good of the community.
A Code of Conduct (Code) provides a permanent statement of expectations, separate from the relevant legal and regulatory framework, which is subject to change that is not within the control of the Institute. Accordingly, changes to the Code are made by the Institute, and the standards adopted may extend beyond those imposed by relevant laws or regulations.
The objective of this Code is to record the ethical and professional standards of corporate and individual behaviour expected of Governors and employees of MICG. The Code provides guidance to Governors and employees, to assist them in carrying out their duties and responsibilities in accordance with the standards of professional conduct expected by MICG. However, the Code should not be regarded as an exhaustive statement of a Governor’s or employees’s obligations and duties.
Governors and employees must familiarise themselves with the principles of the Code and commit to upholding them at all times by signing a copy of the Code on their appointment as a Governor or employee.
The principles have been developed to align with the various legal and regulatory obligations that apply to Governors and employees as well as the standards of conduct and behaviour expected by the Institute. Governors and employees are expected to exercise self-discipline and control in this regard, and to execute an annual declaration of compliance with this Code and the Institute’s policies on conflicts of interest and related party transactions.
The principles of the Code of Conduct, as applicable to Governors and employees, are as follows:
(1) Everyone must act in good faith and in the best interests of MICG.
(2) Everyone must act with honesty, integrity and probity at all times and must not act in a manner which is adverse or detrimental to the interests and objectives of the Institute or diminishes the reputation or standing of the Institute.
(3) Everyone must act fairly and impartially in all matters.
(4) Everyone must use any and all information belonging to the Institute only for the purposes of the Institute and never for personal or commercial benefit.
(5) Everyone must exercise due care, diligence and skill in the conduct of their duties.
(6) Everyone must comply with the law, this Code and the Institute’s policies and procedures, including the provisions of the Institute’s Whistle Blowing Policy (in addition, Governors must comply to MICG’s Board Charter) which, inter alia, includes matters in relation to:
(a) corruption, bribery and fraud;
(b) criminal offences or breaches of Malaysian law;
(c) accepting gifts/ favours beyond the threshold allowed by the Institute;
(d) misuse and/ or misappropriation of the Institute’s funds or assets, including intellectual property;
(e) financial and/ or operational impropriety within the Institute;
(f) gross mismanagement within the Institute;
(g) sexual harassment of any kind, or physical or mental or other abuse of human rights;
(h) acts or omissions jeopardising the health and safety of the Institute’s employees or the public; and
(i) concealment in relation to any of the above.
(7) Everyone must avoid any circumstance which is, or could become in conflict with the interests of the Institute, including any related party transaction, and must disclose such circumstances to the Institute and obtain requisite approval from the Board of Governors.
4. DISCIPLINARY PROCESS
The following process and procedures apply to Governors. Employees Grievance and Disciplinary process are covered under the Employee Handbook.
Governors are expected to properly regulate their own behaviour and align with the standards and expectations of the Institute.
(1) In the event that a complaint is lodged against a Governor, it shall be made in writing and lodged with any of the following, provided that person is not the subject of the complaint:
(a) the President;
(b) the Deputy President;
(c) the Chairman of the Audit Committee; or
(d) the Chairman of the Nominating Committee.
(2) The identity of the complainant will be kept confidential.
(3) The Governor receiving the complaint will make arrangements, in conjunction with the CEO and the Company Secretary, to convene a special meeting of the BoG solely to hear and discuss the complaint, without the presence of the Governor who is the subject of the complaint. However, the Governor who is the subject of the complaint will be informed of the BoG meeting and the nature of the complaint.
(4) If the decision of the Governors is that the complaint has been lodged in good faith and to proceed with investigating the complaint, the BoG may instruct the Nominating Committee and/or the CEO and/or a relevant third party to investigate the complaint and report to the BoG.
(5) If, thereafter, the BoG determines that the complaint warrants further examination, the BoG will call the Governor who is the subject of the complaint to appear and answer such questions as the BoG determines are relevant.
(6) If, following such examination, the BoG decides by majority that the complaint is valid and represents a breach of this Code, the subject Governor shall be requested to vacate his office as a Governor by resolution of the BoG in line with the relevant process described in the Institute’s Board Charter, and the subject Governor shall be determined to have vacated his office accordingly.
(7) If the complaint is of sufficient magnitude, as determined by the BoG, the Institute may lodge reports with, and provide evidence in respect thereof to, the appropriate authorities in Malaysia.
Approved 19 January 2021