CODE OF CONDUCT AND ETHICS

1. Introduction

1.1. CUCKOO International (MAL) Berhad and its subsidiaries (collectively, “the Group”) are committed to the highest standards of integrity and accountability in all its business dealings and its relationship with its employees, customers, shareholders, business associates, regulators, and the public. The Group strictly prohibits fraud, bribery, corruption, and any form of dishonesty in its business dealings.

1.2 Directors and employees are obligated to carry out their duties based on the core principles of transparency and compliance with applicable laws, regulations, guidelines, internal policies, and relevant procedures.

2. Purpose and Scope of the Code

2.1. This Code of Conduct and Ethics (“Code”) applies to all employees and directors of the Group (collectively, “Employees”). Employees encompass all individuals engaged in employment within the Group including but not limited to full-time or permanent employees, part-time employees, employees on probation, trainees and interns, employees on secondment and personnel on fixed-term contracts.

2.2 This Code sets out the principles governing the conduct of Employees in the course of their work and dealing with third parties. Third-Party includes actual and potential customers, competitors, suppliers, contractors, distributors, business contacts/partners, agents, advisers, regulators, government and public bodies and officials, shareholders, investors, and the community in which the Group operates.

2.3 While this Code provides essential guidelines, it may not cover every ethical situation Employees encounter. In cases not covered or in doubt, Employees should seek clarification or guidance from their Head of Department/Division, or the Group’s Human Resources (HR) Department.

3. Responsibility and Compliance with Code

3.1. It is the responsibility of every Employee to act in accordance with the policies, principles and guidelines detailed in this Code, and any update or amendment which may be issued from time to time by the Group.

3.2. Non-compliance with this Code will be treated seriously and may result in disciplinary and or legal action, including the possibility of suspension or dismissal.

3.3. This Code is to be read and applied in conjunction with all other related or applicable policies, procedures, and guidelines published by the Group including the Employee’s Handbook.

4. Professional Conduct

4.1. All Employees are required to uphold the highest standard of professional conduct, ensuring that their actions always align with this Code by:

consistently demonstrating integrity, propriety, and decorum;
refraining from any act or omission that could harm the Group, its property, reputation, or general interests;
displaying respect and tolerance for cultures and religions, both locally and internationally, different from their own; and
conducting themselves in line with universally accepted standards of behaviour, fostering a diverse and inclusive workplace.

Workplace Culture and Environment

5. Harassment, Threats and Violence

5.1. The Group maintains a zero-tolerance policy towards all forms of sexual harassment. The Employment Act 1955 defines sexual harassment as “any unwanted conduct of sexual nature, whether verbal, non-verbal, visual, gestural or physical, directed at a person which is offensive or humiliating or is a threat to one’s well-being, arising out of an in the course of one’s employment.

5.2. The Group is committed to cultivating a safe and healthy working environment that promotes mutual respect. All employees, regardless of status or position, are entitled to be treated with equal respect, dignity, and protection from any form of harassment, threats, intimidation, violence, sexual harassment, or any other inappropriate behaviour.

5.3. Employees who experience sexual harassment are to promptly report the incident to their immediate supervisor and/or the HR department. All complaints or grievances will be thoroughly investigated, and appropriate action will be taken to stop such conduct and mitigate the risk of recurrence.

6. Workplace Behaviour

6.1. Employees shall faithfully and diligently perform his/her duties and shall endeavour to the best of their abilities to promote the good standing and business interest, welfare and image of the Group in general.

6.2. All Employees shall, apart from carrying on his/her specifically assigned duties, obey and comply with all reasonable and lawful orders and directives from the Group and observe faithfully all rules and regulations and policies which may be applicable to the Group in general.

6.3. All Employees shall do their best and undertake to cooperate fully with their colleagues and are always expected to maintain the highest standards of professionalism and integrity in all that the employees do, including communications with colleagues, customers, clients, suppliers, and the public.

6.4. All Employees shall abide by the Sexual Harassment Policy as stated in the Employee Handbook to ensure the safety of the workplace.

6.5. These standards apply to all communications that are verbal, written (for example, memo, letter, and report) and electronic (including but not limited to fax, email, mobile phone text messages, telephone, voicemail, or internet).

6.6. The Group believes in having an alcohol/drug free workplace and expects all employees to always uphold and adhere strictly to this policy. Any employee found guilty of violating this policy could be summarily dismissed.

6.7. Appropriate disciplinary action will be taken against any superior who is aware of alcohol or drug abuse by their Employees but who condones (do not take appropriate actions to deal with) the matter as other employees will be affected / endangered by the abuse.

6.8. Any suspicion or knowledge of such abuses by any employee must be reported to the Head of Department/Division and the HR Department immediately. The Management may subject Employees to undergo tests for unlawful drug substances, etc. as and when required.

7. Health, Safety & Environment

7.1. Employees are required to immediately report all incidents (including but not limited to property damage, near miss accident, dangerous occurrence, occupational poisoning & disease, lost time injury, non-lost time injury, fatal accidents) to their immediate supervisor, the HR Department and the EHS team in the event that an incident has occurred at the work as an incident notification is compulsory in accordance with Occupational Safety & Health Act 1994 (Notification of Accident, Dangerous Occurrence, Occupational Poisoning and Occupational Disease Regulations 2004) (NADOPOD).

7.2. Employees are required to comply with the Environmental, Health and Safety Law & Regulations in the workplace to ensure the safety, health and welfare at work of all his/her employees and visitors. (Occupational Safety & Health Act 1994 section 15, 24 & 25).

7.3. Employees are not allowed to conduct any illegal activities that can potentially impact the environment such as illegal dumping of waste that is harmful to the environment (Environmental Quality Act 1974).

8. Disciplinary Procedures

8.1. Discipline will be administered constructively, objectively, promptly, and uniformly. Its sole purpose is to correct improper behaviour and to improve conduct rather than to punish.

8.2. A verbal warning is a record of a discussion that takes place in which the manager or Head of Department/Division has counselled the employee about a particular problem. The employee will be given responsible time to correct his deficiencies and will be informed that failure to improve will lead to further disciplinary action. It will be placed in the employee’s file for future reference.

8.3. A written warning is administered for offences which are serious or where verbal warnings have proved insufficient. The format of a written warning may be in a letter, memo, or appraisal form. It will contain the specific incident or shortcoming for which the employee is being reprimanded. The Head of Department/Division will explain fully to the employee the contents of the warning, determine what the underlying cause of the problem is, and offer guidance as to how the problem could be corrected.

8.4. Written warnings are to be reviewed and signed by the employee to acknowledge that he/she has read and understood what is written.

8.5. In cases where time is needed for management to investigate a serious offence, or to review the circumstances, which warrant a dismissal, an employee may be suspended accordingly. The suspension may extend to a maximum of fourteen (14) days with half pay as outlined in the Employment Act.

9. Grievance Procedure

9.1 A grievance can be any discontentment or dissatisfaction, whether expressed or not, arising out of anything connected with the Group that an employee thinks, believes or even feels is unfair, unjust or inequitable.

9.2. It is the desire of the Group that any grievances arising between an employee and another employee or between the employee and his superior, be settled as amicably, equitably and quickly as possible.

9.3. A grievance should be processed according to procedure with the aim of reaching an agreement at the lowest possible level.

9.4. When an employee is not satisfied with the decision of his supervisor pertaining to a complaint raised by him, such a complaint shall be construed as a grievance.

10. Anti-Bribery and Corruption

10.1 In line with the Group’s policy and zero-tolerance approach against bribery and corruption, the Group has put in place the Anti-Bribery and Corruption Policy (ABC Policy) which can be found on the Group’s website https://www.cuckoo.com.my/anti-bribery-and-corruption-policy.

10.2. As a fundamental rule, employees shall refrain from, directly or through third parties, offering, giving, soliciting, or accepting any bribe with the aim of securing business or personal advantages for themselves or others. This prohibition extends to engaging in transactions that contravene applicable anti-bribery or anti-corruption laws.

11. Gift, Hospitality and Entertainment

11.2. It is crucial to recognize that certain gifts, hospitality, and entertainment may carry the risk of improper influence or may appear to do so. Such offerings may be perceived as bribes, potentially harming the Group’s reputation. All directors, employees, or third parties acting on behalf of the Group are generally prohibited from, directly or indirectly, receiving, providing, or soliciting gifts, hospitality, and entertainment, with limited exceptions outlined in the ABC Policy.

12. Money Laundering

12.1. Money laundering is a criminal offence under Anti-Money Laundering, Anti-Terrorism Financing, and Proceeds of Unlawful Activities Act 2001(AMLA). It is a process by which persons or groups try to conceal the process of illegal activities or try to make the sources of their illegal funds look legitimate.¹

12.2. Employees must ensure that all business engagements are for legitimate business purposes, and with legitimately sourced funds. Employees should remain vigilant to the risk of the Group’s business being utilized for money laundering activities. If employees suspect any money laundering activities, they are obligated to report it promptly to their respective Head of Department/Division or the relevant person designated by the Group.

13. Public Official

13.1. Employees must obtain written approval from the Director and the Legal, Governance and Compliance Department before offering any gift, entertainment, corporate social responsibility (CSR), donation, sponsorship, corporate hospitality or any benefit in whatever name and form to Public Officials or their family members and ensure full compliance of the Anti-Bribery and Corruption Policy.

13.2. The gift, entertainment or corporate hospitality must not be frequent, absurd, excessive, and lavish, subject always to compliance with the local legislations and rules and must be commensurate with the official designation of the Public Official and not his personal capacity and shall be subject to policies on gifts, entertainment and corporate hospitality.

11. Gift, Hospitality and Entertainment

12. Money Laundering

13. Public Official

13.3. All Directors and Employees must act professionally and ethically and ensure that any offering of gift, entertainment or corporate hospitality to public officials or their family members is properly recorded in the relevant registry and such dealings are fully transparent, properly documented, and accounted for. Never attempt to circumvent any laws or the Group’s policies.

13.4. Never conceal, alter, destroy or otherwise modify any documentation relating to gift, entertainment or corporate hospitality offered to any Public Officials or their family members.

14. Fraud

14.1. Employees should be vigilant in recognising and responsible to report any irregular activities, including but not limited to:

Forgery or alteration of documents;
Misappropriation, destruction or disappearance of funds, inventories, supplies or other Group’s tangible and intangible assets;
Improper handling or reporting of financial transactions;
False, fictitious or misleading entries of reports; and
False or misleading statements to those conducting investigations of irregularities.

14.2. Supervisors must be familiar with the common irregular activities which occur at their area of responsibilities, and to establish processes to prevent and detect such irregularities. Suspected irregularities or corruptions must be reported in accordance with the Whistleblowing Policy immediately.

14.3. Employees must cooperate and provide full support to the investigation team, however, they should not discuss such incidents with anyone other than the investigation team.

15. Group Information, Records and Assets

Data Protection

15.1 The Group has put in place policies governing the use of personal data². Employees shall process, record, manage, store, and/or transfer all data and records in compliance with such policies and all applicable legal, tax, regulatory and accounting requirements.

Protection and Use of Group’s Assets and Resources

15.2. The Group provides its Employees a variety of resources and assets, which may include any licensed software for Employees to deliver their work. Employees shall safeguard and make proper and efficient use of the assets and resources in compliance with all applicable laws, Group policies and licensing agreements, and take all necessary steps to prevent loss, damage, misuse, theft, fraud or destruction of the Group’s assets and resources.

15.3. Employees are not to use the Group’s assets and resources for personal use. If unavoided, it must not be used for any illegal reason or purpose, does not go against any specific rules or policies and must not have a negative impact on the Group, such as cost, safety, reputation or productivity nor distract the Employees from focusing on their duties and responsibilities.

15.4. Employees are strictly prohibited from:

storing, viewing, downloading, or sending any materials from and/or to the Group’s assets that are pornographic, sexist, racist, or illegal in nature, or that could create hatred or ill feeling; and/or
duplicating copyrighted materials, copying the Group’s proprietary software, or installing unauthorized software on the Group’s assets.

15.5 Under no circumstances should employees share usernames and passwords with anyone.

15. Group Information, Records and Assets

Data Protection

15.1. The Group has put in place policies governing the use of personal data². Employees shall process, record, manage, store, and/or transfer all data and records in compliance with such policies and all applicable legal, tax, regulatory and accounting requirements.

Protection and Use of Group’s Assets and Resources

15.4. Employees are strictly prohibited from:

storing, viewing, downloading, or sending any materials from and/or to the Group’s assets that are pornographic, sexist, racist, or illegal in nature, or that could create hatred or ill feeling; and/or
duplicating copyrighted materials, copying the Group’s proprietary software, or installing unauthorized software on the Group’s assets.

15.5 Under no circumstances should employees share usernames and passwords with anyone.

Responsibility Over Your Security

15.6. All Employees must report any security incidents and/or any potential security-related risks to their Head of Department/Division.

15.7. Employees’ ID tags and access to the Group’s premises are strictly for personal use and should not be shared. Any losses or misplacements of ID tags must be reported immediately.

16. Intellectual Property

16.1. Every Employee should recognise that the Group’s patents, trademarks, copyrights, trade secrets and other intellectual property are important assets of the Group that should be used appropriately and correctly. Every employee should also take care not to infringe on the intellectual property rights of other companies.

16.2. Every employee should not use the intellectual property of the Group for the benefit of themselves or a third party without going through the prescribed procedures.

16.3. Intellectual property devised by employees in the course of the Group’s business that belongs to the Group by laws or under a contract with the Group is intended to remain the property of the Group even after such officers or employees retire or leave the Group.

16.4. Corporate logos and trademarks of the Group or other companies should be accurately drawn and used appropriately according to standards.

16.5. As Intellectual property laws and regulations differ by country, employees should endeavour to pay special attention in each country to registration, disclosure, transfer and use of intellectual property.

17. Confidentiality

17.1. Employees should refrain from discussing, whether among themselves or with others, within the workplace or outside the Group’s premises, any confidential information regarding the Group whether during or after the termination of their employment.

17.2. This confidential obligation does not apply in circumstances where:

such information has previously been made public knowledge; or
disclosure has been approved by the Group; or
disclosure is required by law or order of court, and in such circumstances, Employees are to promptly discuss with and disclose to the management on the information to be released, prior to any disclosure.

18. Insider Trading⁴

18.1 Any information related to the Group which would have an effect on the price or value of the Group’s securities (“Inside Information”) and is not generally available to the public, must be treated with the utmost confidence. Employees are strictly prohibited from disclosing Inside Information to any third parties.

18.2. Insider trading is where such Inside Information is shared or used by any Employee, whether directly or indirectly, to influence an investment decision in connection with the purchase or sale of securities.

18.3. If any Employee possesses Inside Information, they are strictly prohibited from:-

communicating such information; and
trading in securities of the Group or any other listed Group until such information has been made public.

Failing which, they commit an offence under Securities Industry Act 1983.

19. Conflict of Interest

19.1. Employees are obligated to act in the best interest of the Group at all times.

19.2. A conflict of interest arises when an employee’s position or responsibilities within the Group present an opportunity for personal gain or benefit (beyond normal employment rewards). It may also occur when an employee’s personal interests, or those of individuals close to the employee, could interfere with their duties and responsibilities to the Group. This interference may make it challenging for the employee to perform their role objectively and effectively. A conflict of interest is not limited to direct financial interests; it includes indirect financial interests and non-financial interests.

19.3. Upon the occurrence of an actual or potential conflict of interest, employees are required to promptly disclose it to the employee’s superior using the Conflict-of-Interest Declaration Form.

19.4. Following disclosure, the employee’s superior will assess the potential risk associated with the conflict. Steps may be taken to manage or mitigate the identified risk, including changes to the employee’s role, reporting line, or account responsibilities. If the superior is uncertain about whether the declared interest requires conditions to mitigate the risk, immediate advice should be sought from the HR Department.

19.5. Directors have a similar obligation to disclose conflicts to the Group Secretary.

20. Purchasing and Sourcing

20.1. All purchases must be made in the interest of the Group. All employees involved in purchasing and sourcing activities must refrain from seeking or accepting personal favors, gifts, or benefits from vendors. No employee shall offer preferential treatment to any vendor based on personal relationships, friendships, or any other factors unrelated to the Group’s best interests.

20.2. Before entering into any purchasing agreement or contract, employees are required to conduct thorough due diligence on potential vendors. This includes assessing the vendor’s financial stability, reputation, capability to fulfil contractual obligations, and adherence to ethical business practices. Any concerns or red flags identified during due diligence must be reported promptly to the Head of Department/Division for further investigation.

20.3. Employees are required to promptly declare any conflict of interest arising from relationships, business engagements, or other affiliations to the Employees’ Head of Department/Division. This obligation applies regardless of whether the employee has access to tender or procurement-related sensitive information.

20.4. In the event of discovering potential conflicts of interest or identifying improper conduct related to purchasing and sourcing activities, employees are duty-bound to report such matters to the Employees’ Head of Department/Division. This ensures swift and appropriate action is taken to address and resolve any issues that may compromise the integrity of the Group’s purchasing and sourcing processes.

20.5. The Group encourages fair competition and equal opportunities for all vendors. Employees should base their decisions solely on the merits of the products or services offered, ensuring that the Group receives the best value for its investments. Employees must practice equal treatment to all vendors, with due care on confidentiality, transparency and with no conflict of interest.

20.6. All monetary commitments on behalf of the Group must be within the Group’s limit of authority.

20.7. If an Employee has tendered his/her resignation, such Employee shall no longer be allowed to make any commitment on behalf of the Group.

21. Press Release, Public Statements, Publications & All Other Forms of Publicity

21.1. If approached by an individual(s) including, but not limited to, a member of the media for information, statements, or opinions regarding the Group:

Employees are prohibited from making public statements, whether oral, written, non-verbal, visual or electronic (multimedia), on the policies or decisions of the Group without prior written approval from the Group’s management and Corporate Comm & PR team;
Employees are prohibited from acting on behalf of the Group in and for any forms of publicity without written approval from the Group’s management and Corporate Comm & PR team;
Employees must promptly identify the identity of the individual and notify their immediate supervisor who is then required to notify the Corporate Comm & PR team if they are approached to provide any forms of statements, whether oral, written, non-verbal, visual or electronic (multimedia), and/or to act on behalf of the Group for effective management and alignment with the Group’s communication strategy; and
Any publicity act and/or communication to the public about the Group’s policies or decisions should be coordinated through the Corporate Comm & PR team or authorized channels by the management.

21.2. To ensure that all external communications are aligned with the Group’s messaging and strategic objectives, employees are not permitted to publish or distribute, in any written, printed or digital forms and formats, including but not limited to, written, printed or digital articles, books, periodicals, leaflets, brochures, visuals, videos, or similar materials containing information related to the Group without prior written approval from the Corporate Comm & PR team and management.

22. Media and Interactions

Social Media

22.1. Whilst the Group respects the Employee’s right to freedom of speech, they must be mindful of what is acceptable and what is not to be posted on social media. If Employees are officially posting or publishing content in any form or format on behalf of the Group, they must have been authorised to do so, and they must comply with applicable procedures and policies. If it is a personal post, Employees must not give the impression that they are posting on behalf of the Group, and they must be aware that their comments may implicate the Group even if they had posted it as a personal post.

22.2. Employees must not publish, post, or release any material or confidential information or participate in any forums that may harm the reputation of the Group.

22.3. Any posting which may potentially create an unpleasant working environment with the Group is not acceptable.

22.4. These requirements apply to posts made during or after working hours, irrespective of whether employees are using their personal or Group-provided equipment/devices.

Media

22.5. If Employees receive any queries from the media, organisation and/or individual(s) with consequential possibility of information being released to any platforms and/or media accessible by the public, Employees shall direct them to the Corporate Comm & PR team. Employees are not to respond unless prior authorization has been given.

22.6. Any requests from financial analysts shall be directed to the CFO and the Corporate Comm & PR team shall be notified to communicate and/or release any forms of statements on behalf of the Group; and any requests from shareholders shall be directed to the Group Secretary.

23. Competitors

23.1. As much as the Group wants to gain a competitive advantage against its competitors, the Group will not use illegal or unethical methods to achieve such a goal. The Group does not tolerate anyone who steals, procures, obtains or possesses any of its competitors’ proprietary information or trade secrets. If an employee has obtained such information by mistake, immediately consult the Legal, Governance and Compliance Department.

24. Reporting & Whistleblowing Policy

24.1. The Group has put in place a Whistleblowing Policy, which can be found at https://www.cuckoo.com.my/whistleblowing-policy. This policy is designed to maintain the highest standards of professionalism, integrity, and ethical behaviour in the conduct of business operations. It outlines procedures allowing employees and the public to raise genuine concerns about actual or suspected unethical, unlawful, illegal, wrongful, or other improper conduct.

24.2. If employees suspect any potential violations of the law or unethical conduct, such as fraud, corrupt practices, misrepresentations, deliberate errors related to financial statements, any forms of harassment, conflicts between personal life and work, or anything else posing substantial risks to the Group and/or public health, safety, and security, they are required to report it immediately. Employees can make a report via the Whistleblowing Form https://www.cuckoo.com.my/whistleblowing-policy/form and then send it to whistleblowing@cuckoo.com.my or complete the Whistleblowing form online through CUCKOO website.

24.3. The identity of the whistle-blowers will be kept confidential when raising concerns or reporting any violations of this Code, unless required to be declared under the law.

25. Review of the Code

25.1. This Code shall be kept under review, updated, and be revised as and when required in accordance with the needs of the Group, development of corporate governance practices, and/or any other applicable laws enforced at the time being. Any changes to the terms of the Code shall be subject to the approval of the Board.

Endorsed by the Board on: 14 August 2024

Reference

¹ The AMLA Act stipulates a maximum imprisonment term of 15 years and a fine of no less than five times the sum or value of the unlawful activity or instrumentalities of an offence at the time the money laundering offence was committed, or MYR 5,000,000.00 – whichever is higher.

² “Personal data” refers to any information that relates directly or indirectly to an individual, who is identified or identifiable from that information or from that or other information in the Employee’s knowledge and/or possession. Such information may include address, identification card number, passport number, email addresses and contact details, as well as any expression of opinions about that individual and any intentions of the data user in respect of that individual.

³ Confidential information means information about the Group, its business partners, customers or clients, employees, or any other confidential information, except in the course of carrying out the Group’s business.

⁴ “Insider Trading” is a criminal offence and is prohibited under the Securities Industry Act 1983, the Companies Act 2016 and the Listing Requirements of Bursa Malaysia Securities Berhad. Sections 183 to 198 and 201 of the Capital Markets and Services Act 2007 contain relevant provisions prohibiting insider trading.

CODE OF CONDUCT AND ETHICS

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