Code of Ethics and Conduct
In line with good corporate governance practices, the Board, Management and
Employees of Timberwell Berhad (“TWB” or the “Company”) and its subsidiaries
(collectively referred to as the “Group”) have made a commitment to create a corporate
culture within the Group to operate the businesses of the Group in an ethical manner and
to uphold the highest standards of professionalism and exemplary corporate conduct.
This Code of Ethics and Conduct (the “Code”) sets out the principles and standards of
business ethics and conduct of the Group.
The objective of the Code is to assist the Directors and the Employees (as defined under
Clause 3 of the Code) in defining ethical standards and conduct at work. The Code is not
intended to be exhaustive, and there may be additional obligations that the Directors and
the Employees are expected to behave or conduct when performing their duties. For all
intents and purposes, all the Directors and the Employees shall always observe and
ensure compliance with all applicable laws, rules and regulations to which they are bound
to observe in the performance of their duties.
The Code is applicable to all employees (including full time, probationary, contract and
temporary staff) (“Employees”) and Directors of the Group. Each Employee has a duty to
read and understand the Code. Violation of any of the Code’s provisions can result in
disciplinary action, including termination of employment. If a Director requires further
clarification on the Code, the Director may refer or highlight any concerns to the Chairman,
whereas for an Employee, the Employee may refer or highlight any concerns to the
immediate superior, Head of Department or the Chief Executive Director.
4.0 BUSINESS CONDUCT
4.1 Dealing with External Parties
i. Vendors and Business Partners
- The Company shall take a collaborative approach in all their partnerships ensuring that
employees address the specific needs of the stakeholders, while offering products,
services and solutions.
- The Company shall conduct business with vendors or business partners that share the
same ethical commitment as the Company, and shall avoid conducting business with
vendors or business partners who are likely to harm the Company’s reputation.
- Facts shall be weighed objectively and impartially to decide on vendors or business
- Employees shall not exert or attempt to exert influence to obtain privilege treatment for
any particular vendor. Vendors in competition for contracts with the Company shall at
all times be able to have confidence in the integrity of the Company’s selection
Employees shall hold themselves up to the highest standards of conduct and aim to
proactively engage with the government to improve the social and economic conditions.
- Employees shall be aware of and adhere to the relevant laws and regulations
pertaining to relations between government employees and customers, suppliers and
- Employees shall not provide gifts to government employees or those acting on the
government’s behalf if doing so violates certain local laws and regulations or could be
reasonably construed as an action to seek special favour.
iii. Investors, Media, Analysts and Others
- Any Employee approached by investors, prospective investors, media and analysts on
confidential information shall refer such requests to Group Finance Department.
- Employees shall also refer any request for information on the Company’s business
from investigators or law enforcement officials to the Group Finance Department.
- Employees shall not initiate contract with the media and analysis unless it is part of
their job responsibilities, and with prior Management’s approval and knowledge. In all
instances, employees shall exercise caution in their communication.
- Employees shall compete fairly and ethically within the framework of applicable
- Employees shall exercise caution in all business contracts and contacts with
competitors, suppliers and vendors and seek advice from the Group Finance
Department if in doubt whether an action violates any competition laws.
- Employees shall disassociate themselves and the Company from participation in any
possible illegal activity with competitors and avoid communicating sensitive or
confidential information which includes pricing policy, contract terms, marketing and
product plans and any other proprietary information.
- Employees shall not use improper or illegal means to acquire a competitor’s trade
secrets or other confidential information. When working with such information,
employees shall use it in the proper context and for legitimate purposes such as to
evaluate the merits of the products, services and marketing of the Company. Such
information shall only be made available to other employees on a need to know basis.
4.2 Authority to Make Commitments
- Employees are expected to be aware of and adhere to the Company’s defined
delegation of authority guidelines and processes for key functions and commitments,
limits of authority documents and supplementary procedural documents.
- Commitments that bind the Company shall only be made by Employees who are
authorised to do so and in accordance with established limits of authority guidelines. It
is not acceptable for Employees to make any business commitments whether oral or
written that contradict established guidelines and which create a new agreement or
modify an existing agreement without proper approval consistent with the limits of
4.3 Money Laundering
- Money laundering is the process of concealing the identity of proceeds from unlawful
activities to convert “dirty” money to a legitimate source of income or asset. Money
laundering is an offence under the Anti-Money Laundering and Anti-Terrorism
Financing Actin Malaysia.
- Employees shall be aware of the applicable anti-money laundering laws and shall seek
to ensure they are appropriately and adequately informed of developments in the laws
relating to this area.
- Employees 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
4.4 Bribes and Corruption
- Employees shall not offer, give, solicit or accept bribes in order to achieve business or
personal advantages for themselves or others or engage in any transaction that can
be construed as having contravened the anti-corruption laws.
- Employees shall be cognisant of the fact that bribes may be in any form, monetary or
otherwise including but are not limited to unauthorized remuneration such as referral
fee, commission or other similar compensation, material goods, services, gifts,
business amenities, premiums or discounts of an inappropriate value or of an
unreasonable level or that are not generally offered to others or that are prohibited by
law or may reasonably be viewed as having crossed the boundaries of ethical and
lawful business practice.
- Prior to giving or accepting any business amenity or other gifts (in whatever form or
value), employees shall assess the appropriateness of their actions by assessing if the
action could influence or could reasonably give the appearance of influencing the
business relationship of the Company with that organization or individual or any
business decision arising out of that business relationship.
4.5 Gifts, Entertainment and Others
- As a general rule, Employees are discouraged from giving or accepting gifts,
entertainment and other benefits to or from business partners. Notwithstanding this,
the Company recognises that the occasional acceptance or offer of modest gifts and
entertainment may be a legitimate contribution to good business relationships.
- Generally, all invitations to business luncheons or dinners may be given or accepted
by the employees. Employees receiving or giving the gifts, entertainment and other
benefits is responsible for assessing whether it is appropriate and within the
boundaries set out in this Code.
- The following rules and guidelines shall be observed:
- The purpose of the gifts, entertainment and other benefits shall never influence
business decision-making processes or cause others to perceive an influence.
- The situation in which the gifts, entertainment and other benefits is received or given
shall not be in connection with contractual negotiations of similar situations.
5.0 EMPLOYEE CONDUCT
5.1 Workplace Environment
- Employees shall strive to maintain a healthy, safe and productive work environment
which is free from discrimination or harassment based on race, religion, political
opinion, membership in political group, gender, sexual orientation, marital status,
national origin, disability, age or other factors that are unrelated to the Company’s
legitimate business interests.
- Employees shall avoid any conduct in the workplace that creates, encourages or
permits an offensive, intimidating or inappropriate work environment including, but not
- Threats or comments that contain discriminatory or harassment elements;
- Unwelcome sexual advances;
- Violent behaviour or actions;
- Misuse or abuse of position of authority;
- Inappropriate dressing in violation of the dress code or policy of the Company;
- Possession of weapons of any type; or
- Use, possession, distribution or sale of illegal drugs, alcohol or any prohibited
substance, except for approved medical purposes. The consumption of alcoholic
beverages on company premises is only permitted for company-sponsored events and
with prior management approval.
5.2 Working Attitude
- Employees are expected to be adaptive and optimistic with continued energy and
confidence to meet global challenges.
- Employees are encouraged to collaborate across markets, functions and teams
towards achieving TWB Group’s common goal.
- Employees shall support the establishment of centres of excellence and innovation to
enable knowledge sharing and the free-flow of ideas across TWB Group.
- Employees are expected to behave in a professional and harmonious manner, by
treating each other with respect, dignity, fairness and courtesy
5.3 Protection of Assets and Funds
The Directors and the Employees must protect the assets and funds of the Group to
ensure availability for legitimate business purposes and that no property, information
or position belonging to the Group or opportunity arising from these be used for
5.4 Business Records and Data Integrity
Accurate, timely and reliable records are necessary to meet the Group’s legal and
financial obligations and to manage the affairs of the Group. All books, records and
accounts should conform to generally accepted and applicable accounting principles
and to all applicable laws and regulations. The preparation and maintenance of
accurate and adequate business records are the responsibility of each Employee. No
unauthorised, false, improper or misleading records or entries shall be made in the
books and records of the Group, under any circumstances.
5.5 Confidential Information
It is pertinent that all the Directors and the Employees exercise caution and due care
to safeguard any information of a confidential and sensitive nature relating to the Group
which is acquired in the course of their employment, and are strictly prohibited to
disclose to any person, unless the disclosure is duly authorized or legally mandated.
In the event that a Director or an Employee knows of material information affecting the
Group which has not yet been publicly released, the material information must be held
in the strictest confidence by the Director or the Employee involved until it is publicly
6.0 CONFLICTS OF INTEREST
- The Directors and the Employees should avoid involving themselves in situations where
there is real or apparent conflict of interest between them as individuals and the interest
of the Group. The Directors and the Employees must not use their positions or
knowledge gained directly or indirectly in the course of their duties or employment for
private or personal advantage (directly or indirectly).
- In addition, a Director or an Employee shall avoid any situation in which the Director or
the Employee has an interest in any entity or matter that may influence the Director or
the Employee’s judgment in the discharge of responsibilities.
6.1 Competing against TWB Group
- The Employees shall not engage in activities that have conflict with the business
interests, even in their own time, including commercially marketing products or
services in competition with the current or potential offerings of the Company.
- The Employees are not allowed to provide any form of assistance to organisations that
market products or services in competition with the Company regardless if they receive
any direct or indirect remuneration of any kind for the assistance provided. Accordingly,
Employees shall not work for the competing organization in any capacity as an
employee, consultant or as a member of its board of directors.
6.2 Supplying to TWB Group
The Employees shall not supply to the Company, represent a supplier, work for a
supplier or be a member of the supplier’s board of directors during your employment
with the Company.
6.3 Insider Trading
- The Employees who are in the possession of market sensitive information are not
allowed to trade in securities of the Company or the shares of another listed company
if that information has not been made public. 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.
- Further, the Employees shall not disclose such price sensitive information to any third
party or encourage any other person to deal in price-affected securities.
- The Employees must consult their respective Head of Department if unsure of the
status of the information held by them.
- The Employees must ensure that all transactions in the Company shares comply with
the procedures set out in the Bursa Malaysia Listing Requirements and the law on
6.4 Relative of The Employees
- The Employees shall disclose to the Company if any relative (for this Code, “relative”
comprises employee’s spouse, parents, children, brothers, sisters and spouse of child,
brother or sister) provides any form of goods or services direct or indirect to the
Company, or is a competitor, vendor, business partner, contractor or consultant to the
Company. Employees shall avoid or abstain from participating in or making decisions
on any deal involving employee’s relative.
- If the Employee’s relative is a competitor or supplier of the Company or is employed
by one, employees are expected to exercise extra caution in their communication and conduct to ensure the security and confidentiality of information important to the
Company and to avoid and/or create a conflict of interest situation.
6.5 Personal Financial Interest and Borrowings
The Employees shall not have a financial interest in any organisation that the Company
conduct business with or compete with if that interest results in or appears to present
a conflict of interest situation for the employees with the Company. The Employees
shall disclose such financial interest to Group Human Resource if it will cause or result
in a conflict of interest situation.
- The Employees are prohibited from borrowing from any organization that the Company
conduct business with or compete with, unless the organization is a legal financial
institution and the loans are granted at rates that are available to the general public.
Additionally, employees are also prohibited from borrowing from representatives of any
organization that the Company conduct business with compete with, regardless of the
nature of business of the organization concerned.
7.0 REPORTING OF VIOLATIONS OF THE CODE
Any Employee who knows of, or suspects, a violation of the Code, is encouraged to
whistle blow or report the concerns through the Whistle Blowing Policy. The provision,
protection and procedure of the Whistle Blowing Policy for reporting of the violations
of the Code are available on the TWB website. No individual will be discriminated
against or suffer any act of retaliation for reporting in good faith on violations or
suspected violations of the Code.
8.0 REVIEW OF THE CODE
The Board will monitor compliance with the Code and review the Code regularly to
ensure that it continues to remain relevant and appropriate.
This Code of Ethics and Conduct was reviewed by the Board on 23 February 2022.