CODE OF CONDUCT & BUSINESS ETHICS

1. INTRODUCTION

   This Code of Conduct & Business Ethics ("the Code") is to formalize the ethical standards expected in the group and to enhance corporate governance practices in the realms of the Company's Values & Culture of Integrity, Transparency and Accountability. The Code has taken into consideration the Principles and Recommendations (including Commentaries) of the Malaysian Code on Corporate Governance 2012 ("MCCG 2012") and the Listing Requirements of Bursa Malaysia Securities Berhad (Bursa's Listing Requirements").

   • Evergreen Fibreboard Berhad ("EFB" or the "Company") and its subsidiary companies (is collectively known as the "Group") and the Group's employees shall comply with this Code of Conduct and Business Ethics.
   • It is a fundamental requisite of the Group, that all its employees are to observe and comply with the Code of Conduct and Rules & Regulations applicable to the Group's business and that they are to behave / act in an ethical standard of integrity.
   • In line with good corporate governance practices, all Employees of the Group shall act with Integrity and Honesty while carrying out their duties where they shall be Accountable and not act in a manner which could discredit the Group in any manner.
   • For all intents and purposes, all Employees of the Group shall observe and ensure compliance on all applicable laws, rules and regulations to which they are bound to observe in the performance of their duties. They are expected to understand the Code of Conduct and to act / behave in accordance to the requirement as they are an integral part of the Group's corporate governance. The Code of Conduct has been designed to:
     • Ensure decisions and judgments made by employees are lawful and of ethical standard;
     • Create and set a culture for the Group;
     • Assist employees when making difficult decision in the course of their duties and
     • Give confidence to the Company's stakeholders.
   • The Code of Conduct shall be applicable to all level of employees (including full time, probationary, contract and temporary staff) of the Group and all shall be known as "Employees". It is the duty of every Employee to read and understand the Code as violation of any part of the Code's provisions can result in disciplinary action that may include termination of employment.

     If a Director requires further clarification on the Code, the Director may refer it to the Chairman of the Board, whereas for an Employee, he /she may refer to his/her immediate Superior, Head of Department or the Legal Advisor of the Group.

   • Acting with Integrity means doing what is right. By acting with integrity, we reflect positively on the values and reputation of the Company. We are all obliged to do what is right for ourselves and for the Company. At all times, we must follow the law, act with integrity and honesty in all matters and be accountable for our actions.
   • Employees are expected to Understand & Comply with the Code and the Laws of the Country where it operates in. Use good judgment and avoid the appearance of improper behavior. Consider your Actions and always ask for Guidance and if in doubt about a course of conduct, always ask yourself these:-
     • Is it in compliance with the Code?
     • Is it ethical?
     • Is it legal?
     • Will it reflect well on me and the Company?
     • Would I want to read about it in the newspaper?

     If the answer is "No" to any of these questions, don't do it. If you are still uncertain, ask for guidance. The Code tries to capture many of the situations that employees might encounter during the course of their duties but it cannot address every circumstance.

   • Managers and Head of Departments are expected to promote a Culture of Ethics and Compliance and they shall at all times model the appropriate conduct. As a Manager and Head of Departments, you must always:-
     • Ensure that the people you supervise understand their responsibilities under the Code and other Rules & Company Policies;
     • Make opportunities to discuss the Code and reinforce the importance of ethics and compliance with your subordinates;
     • Create an environment where employees feel comfortable raising concerns without fear of retaliation;
     • Consider conduct in relation to the Code and other Company policies when evaluating your subordinates;
     • Never encourage or direct employees to achieve business results at the expense of ethical conduct or compliance with the Code or the Law; and
     • Always act to stop violations of the Code or the Law by those you supervise.
   • As a Manager / Head of Department, you should always respond to Questions and Concerns, when approached with a question or concern related to the Code. Answer if you can, but do not feel that you must give an immediate response. Do not try to define the Code if you are not sure, seek help if needed. If an employee raises a concern that may require investigation under the Code, your duty will be to contact Legal Advisor of the Group immediately.
   • Certain actions may require higher level approval depending on the seriousness and risk involved. Therefore, Limit of Authority (LOA) on approvals required for specific transactions has been established to ensure proper approvals are being obtained prior to transaction being carried out. Always refer to this LOA to ensure you are authorized to give approvals needed.

2. COMPLIANCE

   • The Code of Conduct & Business Ethics applies to all employees in the Group and all entities under Group.
   • The Code is designed to ensure consistency as to how employees conduct themselves within the Company, and in their dealings outside of the Company. The procedures for handling potential violations of the Code have been developed to ensure consistency in the process across the Group. No set of rules can cover all circumstances. These guidelines may be varied as necessary to conform to local laws or regulations.
   • The responsibility for administering the Code rests with Executive Directors & Management with oversight by the Audit Committee of the Board of Directors. Executive Directors has been task with the responsibility of reporting to the Audit Committee / Board on an annual basis on the compliance of this by the Group and its employees.
   • Employees have a duty to report any incidences of non-compliance of this Code by any level of employees.
   • The Group will not accept any part of the Code, Rules or Regulations being broken. It will enforce this Code by investigating any reports of any part of rules being broken. Appropriate Disciplinary action will be taken for breach of any part of these Codes, including and without limitation to termination of employment.

3. LAWS & REGULATIONS

   • All employees shall observe the relevant Laws & Regulations applicable to the Group's business at all times. As the laws and regulations that apply to the Group's business are numerous and often complex, therefore, in case of any doubts arises in relation to compliance with the Codes, Laws or Regulations, employees must seek guidance from the Group's Legal Advisor.
   • In any circumstances, no Manager has the authority to require or approve any action that is in contrary or against any Laws, Regulations or the Codes. If any employee is instructed by a Director, Senior Manager or Executive / Supervisor to do something which involves, or appears to be involve in an illegal activity or a breach of the Codes, he or she should bring the matter to the attention of his or her immediate Superior or the next level of Superiors, or the Legal Advisor of the Group on a confidential basis.
   • The Code absolutely prohibits retaliation against any employee for reporting, raising questions in good faith about possible violations of the law / regulations or any part of the Code. Whistle Blowers will not be discriminated against in any manner. Correspondingly, action will not be taken against anyone accused of wrongdoing before an accusation has been duly investigated.
   • Employees are required to observe the highest ethical standards whenever doing business for the Group and they should never compromise the Code for the sake of results under any circumstances.
   • Good judgment may be needed where observance of a local custom/law or practice would produce a result different from that envisaged by the Code. In such a case, the employee should ask himself or herself whether he / she will be able to justify his / her actions. And if the dilemma cannot be resolved, he or she shall bring the matter to the attention of his or her Superior or if needed to the highest level of his/ her Superiors.

4. CONFLICTS OF INTEREST

   • The Code provides rules for some common conflict of interest situations. The Code cannot address every potential conflict of interest, so use your conscience and common sense. In any potential conflict of interest situation, ask yourself:-
     • Could my personal interests interfere with those of the Company?
     • Might it appear that way to others, either inside or outside of the Company?

     If still unsure, seek guidance from the Legal Advisor of the Group.

   • Act in the best interest of the Company while performing your duties / job at all times. A conflict of interest arises when your personal activities and relationships interfere, or appear to interfere, with your ability to act in the best interest of the Company. Take particular care if you are responsible for selecting or dealing with a supplier on behalf of the Company. Your personal interests and relationships must not interfere, or appear to interfere, with your ability to make decisions in the best interest of the Company. When selecting suppliers ensure to follow the Company's procurement guidelines at all times.
   • In general, you may be employed outside the Company, as long as your outside employment does not interfere with your ability to perform your job with the Company. Refer also to local employment policies and contracts, which may impose additional restrictions. You may not be employed by, or otherwise provide services or receive payment from, any customer, supplier or competitor of the Company without prior written approval from the Legal Advisor of the Group.
   • In general, you may serve as a member of the board of directors of another industry only with prior written approval from the Legal Advisor of the Group.
   • Who are deemed as "Relative" Under the Code. A spouse, parent, sibling, grandparent, child, grandchild, mother- or father-in-law, or same or opposite sex domestic partner are all considered relatives. Also included is any family member who lives with you or who is otherwise financially dependent on you, or on whom you are financially dependent. Even when dealing with family members beyond this definition, take care to ensure that your relationship does not interfere, or appear to interfere, with your ability to act in the best interest of the Company.
   • The obligation for disclosure of any conflict of interest to the Legal Advisor of the Group applies not only to situations directly involving any director / employee but also to situations involving spouse, other members of his or her close relative that would have to be disclose. For the avoidance of doubt, this disclosure obligation extends to interest in suppliers, customers and other companies which have significant transactions or dealings with the Group.
   • Section 131 of the Malaysian Companies Act, 1965 ("CA") states that;
     • Employees who are also directors of a Group should be aware of the statutory requirement under Section 131 of the Malaysian Companies Act 1965 ("CA") to disclose their interest, direct or indirect in a contract or proposed contract with the Group.
     • The penalty for contravention of Section 131 of the CA is imprisonment for 7 years and/or a fine not exceeding RM150,000.00.
   • Requirement of declaration of directors' interest can also be found in the Articles of Association of Evergreen Fibreboard Berhad.
   • Section 132E of the Company Act ("CA") states that with respect to transactions on shares or other property involving directors (which for the purpose of Section 132E includes a chief executive officer, chief operating officer, chief financial controller or any other person primarily responsible for the operations or financial management of a company, by whatever name called) and persons connected with directors, employees who are also directors should be aware of the need for shareholders' approval for such substantial property transactions involving directors or persons connected with directors falling under Section 132E of the CA.

     The penalty for contravention of Section 132E of the CA is imprisonment for 7 years and/or a fine not exceeding RM250,000.00.

   • Listing requirements of Bursa Malaysia ("Listing Requirements") states that, a transaction which involves the interests, direct and indirect of a related party must be announced or need shareholders' approval under the Listing Requirements as the case maybe. A related party means a director, major shareholder or person connected with such director or major shareholder.

5. RAISING CONCERNS

   • As "employees" all have an obligation to uphold the ethical standards of the Group. If you happened to observe a behavior that maybe a concern or that may represent a violation of the Code, raise the issue promptly. Doing so will allow the Company an opportunity to deal with the issue and correct it, ideally before it becomes a violation of law or a risk to health, security or the Group's reputation.
   • There are several options for raising issues and concerns, where an employee can report it to his/her Immediate Superior. However, if for any reason the employee is reluctant to do so, then the employee should raise his / her concerns in the following steps:-

     Report (Verbally or Written) directly to the Executive Directors or call any of these numbers directly if he / she prefers to be anonymous.

     H/Phone : 6012-7705419 (Kuo Jen Chang)
     H/Phone : 6012-7108807 (Kuo Jen Chiu)
     H/Phone: 6012-7178918 (Mary Lim)

     Or

     If he/she still fails to get any response, he/she shall directly raise concerns to the Company
     Secretary by contacting 60-7-3352536 (Ms Julie Leong) or write to her email at SCH.JB@symphony.com.my .

     Or

     Employees who may be concerned about speaking to another member can also use our " Online Whistle Blowing Form " to raise his / her concerns. This Form is available on the group's website at www.evergreengroup.com.my.

     Or

     If these channels have been followed and employees still have unresolved concerns or if employees feel the matter is grave in nature that it cannot be discussed with any of the appointed persons above, he/she should contact the Senior Independent Director (Mr Kuan Kai Seng) on his mobile at 60-12-7203038 or write to his email at kuankaiseng@gmail.com being the director identified to whom concerns may be conveyed.

   • When you make a report to the Legal Advisor of the Group or through the On Line Whistle Blowing, you may choose to remain anonymous, although you are being encouraged to identify yourself to facilitate communication. If you make your identity known, the Legal Advisor and Investigators will take every reasonable precaution to keep your identity confidential, consistent with conducting a thorough and fair investigation. To help maintain confidentiality, avoid discussing these issues, or any investigation, with other employees. Because we strive to maintain strict confidentiality in all investigations, we may not be able to inform you of the outcome of the investigation choose to remain anonymous.
   • The Company takes all reports of possible misconduct seriously. We will investigate the matter confidentially, make a determination whether the Code or the law has been violated, and take appropriate corrective action. If you become involved in an investigation, cooperate fully and answer all questions completely and honestly.
   • The Company values the help of employees who identify potential problems that the Company needs to address. Any retaliation against an employee who raises an issue honestly, is a violation of the Code. When an employee has raised a concern honestly, or participated in an investigation, he / she cannot be the basis for any adverse employment action, including separation, demotion, suspension, loss of benefits, threats, harassment or discrimination. If you work with someone who has raised a concern or provided information in an investigation, you should continue to treat that person with courtesy and respect. If you believe someone has retaliated against you, report the matter to the Legal Advisor immediately.
   • The Company will protect any employee who raises a concern honestly, but it is a violation of the Code to knowingly make a false accusation, lie to investigators, or interfere or refuse to cooperate in any investigations being carried out. Honest reporting does not mean that you have to be right when you raise a concern; you just have to believe that the information you are providing is accurate.

     Investigation of Potential Code Violations

   • The Company takes all reports of potential Code violations seriously and is committed to confidentiality and a full investigation of all allegations. Employees who are being investigated for a potential Code violation will have an opportunity to be heard prior to any final determination. The Company shall follow its grievance procedures in each location where such procedures apply.

     Decisions

   • The Human Resource Department and the Disciplinary Committee makes all decisions about the Code violations and discipline, but may delegate certain categories of decision to higher management. Those found to have violated the Code can seek reconsideration of the violation and disciplinary action decisions.

     Disciplinary Actions

   • The Company strives to impose discipline that fits the nature and circumstances of each Code violation. Violations of a serious nature may result in suspension without pay; loss or reduction of merit increase, bonus or termination of employment. When an employee is found to have violated the Code, notation of the final decision, and a copy of any letter of reprimand, will be placed in the employee's personnel file as part of the employee's permanent record.

     Reporting of Code Decisions and Investigations

   • The Compliance Department periodically reports all pending Code investigations and final Code decisions, including disciplinary actions taken, to the Executive Directors and to the Audit Committee of the Board of Directors.

6. DEALING WITH GOVERNMENT DEPARTMENTS

   • Transactions with governments are covered by special legal rules and are not the same as conducting business with private parties. Consult the Legal Advisor of the Group to be certain that you are aware of, understand and abide by the rules.

     In general, you are not permitted to offer anything to a government official directly or indirectly in return for favorable treatment. You must obtain prior written approval from Company's Legal Advisor before providing anything of value to a government official. Ensure that any such payments are properly recorded in the appropriate Company's account.

7. INSIDER TRADING AND MARKET ABUSE

   • An insider is any employee who has access to price sensitive non-public information which could affect the price of shares of the Company when it becomes generally known. If such employee uses or provides such information for profit or to avoid loss, his or her conduct is unlawful. Trading in stocks or securities based on material nonpublic information, or providing material nonpublic information to others so that they may trade, is illegal and may result in criminal prosecution.
   • Dealings in securities of a listed public company by a director or any principal officer of a listed public company who is in possession of price-sensitive information are also prohibited under Chapter 14.04 of the Listing Requirements. Even where they are not in possession of price-sensitive information, a director or principal officer would also need to comply with Chapter 14.05 the Listing Requirements in respect of dealings during the "Closed Periods" for trading in Company's shares before announcement of each quarterly result.

8. ANTI- BRIBERY AND CORRUPTION

   • Many countries including Malaysia have passed legislation criminalizing bribery of government officials. The sanctions for violating these laws can be severe, including significant individual and corporate fines, or even imprisonment. Bribes are strictly prohibited.
   • A bribe is giving or offering to give anything of value to a government official to influence a discretionary decision. Examples of bribes include payment to a government official to encourage a decision to award or continue business relations, to influence the outcome of a government audit or inspection, or to influence tax or other legislation. Other payments to government officials also may constitute bribes in some jurisdictions.
   • "Anything of Value" This phrase literally means anything that might have value to a government official, including cash, gifts, meals, entertainment, business opportunities, Company product, offers of employment and more. There is no monetary threshold; any amount could be construed as a bribe.
   • The Company may hire government officials to perform services that have a legitimate business purpose, and that do not conflict with the government official's duties, such as hiring an off-duty police officer to provide security at a Company event. All such hiring decisions must be approved in advance by the Compliance Department.
   • The Company and /or its employees can be held liable for bribes paid by a third-party agent or consultant acting on the Company's behalf. Take particular care when evaluating a prospective third party who might interact with the government on behalf of the Company.

     Refer to the Anti-Bribery Policy for more specific guidance about payments to government officials and engaging third parties.

9. POLITICAL CONTRIBUTIONS

   • the Company / Group may make contributions to political parties and organizations, their officers, elected politicians and candidates for elective office provided that such payments are :
     • made solely for the purpose of influencing the debate on issues affecting the Group, and not to achieve any improper business or other advantage (such as to secure a government contract etc.);
     • not intended personally to benefit the recipient or his or her family, friends, associates or acquaintances; and is permissible under applicable laws.
     • Made in accordance with the local law;
     • Approved in accordance with the delegated authority and
     • Properly recorded in the books.
   • The Group recognizes employees' rights to participate as individuals in the Political process. However, when doing so, employee must ensure:
     • that they do so in their own time and using their own resources;
     • minimize any possibility of their views and actions being misconstrued as those of the Group rather than their own; and
     • Those activities do not conflict with their duties and responsibilities to the Group.
   • The Company will not reimburse employees for personal political activities and
     • Do not use the Company's reputation or assets, including your time at work, to further your own political activities or interests.
     • If you plan to seek or accept a public office, you must obtain prior approval from the Human Resource Department.
     • Just make sure that you do not use Company resources, including Company time, e-mail or the Company name, to advance the campaign.

10. CHARITABLE CONTRIBUTIONS

    • The Company / Group is entitled to make contributions to charitable organizations and provide non-commercial sponsorships, provided that they are not made to secure any improper business or other advantage, do not give rise to any conflict of interest and are otherwise permissible under all applicable laws.
    • The Group should not make any charitable contribution unless they have taken steps to verify the recipient's reputation or status as a charitable organization. All charitable contributions and non-commercial sponsorships provided by the Group must be recorded in the company's books of account and, where required by law, placed on the public record either by the company or the Recipient.

11. ANTITRUST / COMPETITION LAW

    • Antitrust / Competition laws protect consumers from abusive practices. They help to ensure that the market works properly and that competition among companies is fair. The Group believes in free competition and as such it will compete fairly in the marketplace and comply with the applicable competition laws.
    • Employees are expected to be aware of and be fully compliant with the competition laws affecting the Company and the Individual.
    • In the event that there is any doubt as to whether a particular business practice or activity will infringe any competition law or the Group's guidelines on fair competition rules, the matter should be referred to the Legal Advisor of the Group.
    • Competition laws may affect both horizontal activities among competitors and also vertical arrangements between a supplier and its customers. Examples of business practices and activities that Competition Laws covers:
      • Market sharing or division of markets - horizontal and vertical;
      • Exchange of company's proprietary information among competitors regardless of whether the exchange is direct or through a trade association;
      • Exclusion of an actual or potential competitor from a market;
      • Selling products below its cost price;
      • Abuse of dominant market position or predatory behavior towards competitors;
      • Fix prices (including setting minimum or maximum prices or ‘stabilizing' prices;
      • Fix terms related to price, pricing formulas, credit terms, etc.; or
      • Divide up markets, customers or territories egg; territorial or customer restrictions by which the supplier limits the territories into which, and/or the customers to whom, the distributor may resell the supplier's products.
    • Take care when dealing with competitors, and gathering information about competitors. Various laws govern these sensitive relationships.
    • Employees are encouraged to collect, share and use information about our competitors, but to do so only in a legal and ethical manner. Just as the Company values and protects its own nonpublic information, we respect the nonpublic information of other companies.
    • It is acceptable to collect competitive intelligence through publicly available information or ethical inquiries. For example, you may gather and use information from sources such as:-
      • Publicly available filings with government agencies
      • Public speeches of company executives
      • Annual reports
      • News and trade journal articles and publications
    • You also may ask third parties about our competitors, or accept competitive intelligence offered by a third party, as long as there is no reason to believe that the third party is under a contractual or legal obligation not to reveal such information.
    • The following are basic restrictions that apply to the ability to gather competitive intelligence:-
      • Do not engage in any illegal or illicit activity to obtain competitive information. This may include theft, trespassing, eavesdropping, wiretapping, computer hacking, invasion of privacy, bribery, misrepresentation or searching through trash.
      • Do not accept, disclose or use competitive information that you know or have reason to believe was disclosed to you in breach of a confidentiality agreement between a third party and one of our competitors. Consult the Legal Advisor if you have any questions.

12. PRICE SENSITIVE INFORMATION

    • No Director or Employee shall use price sensitive non-public information, which can affect the prices of the securities of the Company when it has not becomes publicly known ("Inside Information"), for personal benefit. Directors and Employees are prohibited to trade in securities or to provide information to others to trade in securities of the Company until the Inside Information is publicly released.
    • No information which is price sensitive may be released by any employee of the Group. The crucial issue in determining if any information is price sensitive is whether it is of sufficient significant as to likely have affect the Company's share price. Such price sensitive information can and shall only be released by the Company Secretary of the Group after approval by the Board.
    • Both the Listing Requirements, in particular Part 10 thereof and Chapter 6 of the Security Commission Guidelines require the disclosure to the public, information necessary to make informed investment decisions.

13. TRADE RESTRICTIONS

    The Company complies with all applicable trade restrictions and boycotts imposed by the Malaysian government. Such restrictions prohibit the Company from engaging in certain business activities in specified countries, and with specified individuals and entities. These restrictions include, for example, prohibitions on interaction with identified terrorist organizations or narcotics traffickers. As Sanctions for non-compliance can be severe, including fines and imprisonment for responsible individuals, and the Company may be prohibited from further participation in certain trade, employees involved shall abide to the restriction or prohibitions. If unsure, refer to the Legal Advisor of the Group.

14. MONEY LAUNDERING

    • Money laundering is the process of concealing the identity of illegally obtained money so that it appears to have come from a lawful source or can be transformed from "dirty" money to "respectable" money or other assets. Most countries including Malaysia have imposed laws making it a criminal offence to engage in money laundering activity. Generally speaking such laws will make it an offence for any person or company to engage in transactions involving assets which they know are derived from criminal activity.
    • The Group and its employees will :-

      not engage in any transaction which they know or suspect involves the proceeds of criminal activity;

      not otherwise be knowingly involved directly or indirectly in any money laundering activity; and

      pursue practices directed towards ensuring that their activities do not inadvertently contravene any relevant money laundering legislation.

    • Money laundering is an offence under the Anti-Money Laundering Act 2001 ("AMLA"). Money laundering is defined under the AMLA to mean the act of a person who:-

      engages, directly or indirectly, in a transaction that involves proceeds of an unlawful activity;

      acquires, receives, possesses, disguises, transfers, converts, exchanges, carries, disposes, uses, removes from or brings into Malaysia proceeds of any unlawful activity; or

      conceals, disguises or impedes the establishment of the true nature, origin, location, movement, disposition, title of, rights with respect to, or ownership of, proceeds of an unlawful activity.

    • Any person who engages in, or attempts to engage in; or abets the commission of money laundering commits an offence and shall on conviction be liable to a fine not exceeding RM5 million or to imprisonment for a term not exceeding 5 years or both.

15. SANCTIONS

    • Various sanction regimes exist throughout the world, ranging from comprehensive economic and trade sanctions to more specific measures such as arms embargo, travel bans and financial or diplomatic restrictions. Economic and trade sanctions may impact upon the businesses of the Group by restricting the extent to which they can operate within certain jurisdictions.
    • Employees are expected to be aware of, and fully compliant with the Malaysian Government recognition on sanctions regimes.
    • Terrorist groups are increasingly using legitimate businesses to generate revenue for their network and activities. In common with many others, companies run the risk of inadvertently breaching anti-financing measures when they deal with such businesses. As such, the Group and its employees will also:-

      ensure that they do not knowingly assist in the financing of, or otherwise provide the support for, terrorist activity; and

      pursue practices to ensure that their activities do not otherwise inadvertently contravene any relevant anti-terrorism measures.

16. EXUAL HARASSMENT / BEHAVIOR / MISCONDUCT

    • Sexual Harassment

      Sexual Harassment in any form by any Director or Employee is unacceptable. It is the Group's policy to provide all Employees with a working environment free from any form of sexual harassment. Any questions concerning issues of such should be directed either to the Employees' superior or the Head of Human Resource Department. All such reports and/or complaints shall be treated with strict confidence.

    • Fair and Courteous Behavior All Employees are to treat their fellow Employees and be treated fairly and courteously without regard to race, creed, religion, gender, nationality, age or disability, and shall not create any form of discrimination or prejudice in the workplace.
    • Misconduct

      No Director or Employee is to be involved in or abet any activity that is deemed by the Group to be an act of misconduct (includes use and abuse of drugs).

17. PRIVACY

    • The Company respects the privacy of all its employees, business partners and consumers. We shall handle personal data responsibly and in compliance with all applicable privacy laws. Employees who handle the personal data of others must at all times:-
      • Act in accordance with applicable law;
      • Act in accordance with any relevant contractual obligations;
      • Collect, use and process such information only for legitimate business purposes;
      • Limit access to the information to those who have a legitimate business purpose for seeing the information; and
      • Take care to prevent unauthorized disclosure.

      Always refer to the Legal Advisor of the Group for additional guidance on the handling of personal data and a description of protected information.

18. CONFIDENTIALITY AND INFORMATION SECURITY

    It is pertinent for all Directors and Employees to exercise caution and due care to safeguard any information of a confidential and sensitive nature relating to the Company / Group which are strictly prohibited to disclose to any person (s), unless disclosure is duly authorized or mandated by the Company's Legal Advisor or the Executive Directors / Board of Directors.

    In the event that a Director or an Employee knows of material information affecting the Company / Group which has not yet been publicly released, the material information must be held in the strictest confidence by the Director or Employee involved until it is publicly released.

    Where dissemination of confidential information relating to the Company / Group for publications or through the media or to consultants is contemplated, such disclosures should only be made with the approval of the Board. Where confidential information is approved to be disclosed to another party, it should only be released under the terms of a written confidentiality agreement or undertaking entered into with the other party. Where the media is involved guidance should be obtained from the Legal Advisor of the Group and approved by the Executive Directors with prior knowledge of the Board of Directors.

    • Undertaking

      Employees and Directors shall undertake to be bound that in the course of and as a result of their employment, they would have access to or may become acquainted with information which may be designated by Evergreen Fibreboard Berhad, its subsidiaries or its associate companies ("the Company") as confidential by virtue of the law or by virtue of a trade secret ("the Confidential Information")

      Employees & Directors must understand and agree, that both during and after employment, they shall not to divulge any Confidential Information to any person or entity other than required by relevant regulatory authority and maintain the confidentiality of the Confidential Information and to take reasonable steps to prevent its unauthorized disclosure to or use by any other person or entity.

      Employees and Directors shall further undertake not to remove / duplicate/ transmit/publish/ share any documents, information or tangible item which belongs to the Group that contain any "Confidential Information" without prior proper written consent from the Company's Legal Advisor or Executive Directors.

      Upon request by the Company and in any event upon termination of employment / contract, return all documents and tangible items of the Company or which contain or refer to any Confidential Information of which is in employee / director's possession or control.

    • Ownership of Rights

      Employee may also during the course of employment make an invention or discover or modify, adapt or improve upon existing machineries or equipment and techniques used or be used by the Company/Group in connection with their respective business.

      Employee must understand and agree that any and all intellectual property rights, including but not limited to Patents, copyright, design rights and information hereto on all works made by employee or jointly with others, during and arising out of employment shall be and remain the property of the Company and that employee is not allowed to remove or share any of its information at any time with any outside party or make any claims or demand or bring any action against the Company in respect of the same.

    • Confidential Information

      "Confidential Information" shall mean :

      1. any documents includes notes, memorandum, record, report, calculations, data or information that is not generally known to the public, including, but not limited to the business, financials / accounting and operations, customer relationships, customer profiles, customer data / or other customer, vendor or business partner information spending patterns, internal performance results relating to the past, present, or future business activities, assets, financial / costing, operation, strategies, business plans prospects and drawings relating to the Company / Group howsoever made available for inspection, furnished or supplied.
      2. any specific or technical information / drawings, specifications, financial information, design, process, procedure, formula or improvement, modification of machinery and equipment, operations that is commercially valuable and not publicly available;
      3. all confidential or proprietary concepts, documentation, reports, data, specifications, customer software, source code, company / group software system or access codes, object code, flow charts, databases, inventions, information, know-how and trade secrets, whether or not patentable or copyrightable.
    • Governing Law & Jurisdiction

      The foregoing obligations as to confidentiality and secrecy shall remain in full force and effect notwithstanding the termination of employee's employment with the Company.

      Confidentiality Undertakings shall be governed by and construed in accordance with the laws of Malaysia and the parties hereto submit to the jurisdiction of the Courts of Malaysia.

19. ENTERTAINMENT, GIFTS AND MEALS

    • Do not accept gifts, meals or entertainment, or any other favor, from customers or suppliers if doing so might compromise, or appear to compromise, your ability to make objective business decisions in the best interest of The Company. Acceptance of gifts, meals or entertainment that exceeds the following limitations must be approved in writing by Legal Advisor of the Group.

      On Gifts

      • Do not accept gifts in exchange for doing, or promising to do, anything for a customer or supplier.
      • Do not ask for gifts from a customer or supplier.
      • Do not accept gifts of cash or cash equivalents, such as gift cards.
      • Do not accept gifts of more than modest value. Examples of acceptable gifts include a logo pen or t-shirt, or a small gift basket at holiday time.
      • Gifts of symbolic value, such as trophies and statues that are inscribed in recognition of a business relationship, may be accepted.

      On Meals and Entertainment

      • Do not accept meals or entertainment in exchange for doing, or promising to do, anything for a customer or supplier.
      • Do not ask for meals or entertainment from a customer or supplier.
      • You may accept occasional meals and entertainment from customers and suppliers if the event is attended by the customer or supplier however details to such entertainment must be made known to the Human Resource Department.

      Refusing Gifts, Meals and Entertainment

      If you are offered a gift, meal or entertainment that exceeds the limits noted above, politely decline and explain the Company's rules. If returning a gift would offend the giver, or the circumstances under which it was given preclude its return, you may accept the gift, but should notify your Compliance Officer.

      Gifts, Meals and Entertainment for Customers and Suppliers

      Gifts, meals and entertainment for customers and suppliers must support the legitimate business interests of the Company and should be reasonable and appropriate under the circumstances. Always be sensitive to our customers' and suppliers' own rules on receiving gifts, meals and entertainment.

      Do not give Company stock as a gift on behalf of the Company under any circumstances unless with proper authorization.

20. GENERAL EXPORT GUIDELINES

    • The Group shall comply with all Malaysian laws governing export of its products.
    • All export transactions must be conducted on normal commercial terms.
    • All documents prepared by the Group in conjunction with export sales of its goods (e.g. shipper's export declarations, invoices, export license applications and bills of lading) must be accurate and complete and give a true and proper view of the transaction.
    • Proper records of all export transactions, including correspondence exchanged when setting-up the deal and accounting records must be kept in accordance with the Group's Records keeping procedure.

21. COMMISSION / WITHOLDING TAXES

    • Many countries in which the Group has dealings have laws, restricting or prohibiting the payment of commissions. Any requests for payment of commission to anyone other than the recognized sales agents by the group (and this includes individuals who may be directors or officers of the contracting party) or to any place other than the recognized sales agent's principal place of business must be refused unless the Group is given:-

      a letter of authority from a duly authorized employee of the contracting party or the relevant contract so provides; and

      a confirmation that such payment does not break local law and that all necessary approvals from any appropriate authority have been obtained.

    • Any transaction which does not comply with Paragraph 21.1 above must be referred to the Legal Advisor of the Group. The documents must be lodged and approved before payment is made. If the documents cannot be approved, no payment should be made
    • As required by the Inland Revenue Department on the relevant withholding Tax payable on commission paid to agents abroad, will be complied with by the Finance Department of the Group and these payments will be made to the Inland Revenue Department as and when it falls due.

22. PROTECTION OF ASSETS AND MISUSE OF INFORMATION / RESOURCES

    • Acting with integrity begins within the Company, and that includes how we deal with Company's resources, records, assets and information.
    • Company Assets

      Always protect the Company's assets, and use those assets in the manner intended. Do not use Company's assets for your personal benefit or for the benefit of anyone other than the Company.

      • Use common sense. For example, the occasional personal phone call or e-mail from your workplace is acceptable. Excessive personal calls or e-mail is a misuse of assets.
      • Company policy may allow additional personal use of certain assets, such as a Company car or wireless communication device. Always check relevant local policies to ensure that you are using Company assets as intended.

      Theft of Company assets is deemed when physical theft such as unauthorized removal of Company product, equipment or information, or theft through embezzlement or intentional misreporting of time or expenses will result in termination and criminal prosecution. The Company treats workplace theft of assets belonging to other employees the same way it treats theft of Company's assets.

    • Use of Time, Equipment and Other Assets
      • Do not engage in personal activities during work hours that interfere with or prevent you from fulfilling your job responsibilities.
      • Do not use Company computers and equipment for outside businesses, or for illegal or unethical activities such as gambling, pornography or other offensive subject matter.
      • Do not take for yourself any opportunity for financial gain that you learn about because of your position in the Company, or through the use of Company property or information.

      Examples of Company Assets:-

      • Company money
      • Company products
      • Employees' time at work
      • Computer systems and software
      • Telephones
      • Wireless communication devices
      • Photocopiers
      • Company vehicles
      • Proprietary information
      • Company trademarks / Patent
    • Use of Information

      Always safeguard the Company's nonpublic information, which includes everything from contracts, and pricing information to marketing plans, technical specifications and employee information.

    • Do not disclose nonpublic information to anyone outside the Company, including your family and friends, except when disclosure is required for business purposes. Even then, take appropriate steps, such as execution of a confidentiality agreement, to prevent misuse of the information. Do not disclose nonpublic information to others inside the Company unless they have a business reason to know. Employees are obligated to protect the Company's nonpublic information at all times, including outside of the workplace and working hours, and even after employment ends. Retain or discard Company records in accordance with the Company's record retention policies. Company's Compliance Department occasionally may issue notices regarding retention of records in the case of actual or threatened litigation or government investigation. Employees must abide by the directions contained in these notices, as failure to do so could subject the Company and employees to serious legal risks.

      What is Nonpublic Information?

      It is any information that the Company has not disclosed or made generally available to the public which includes information related to:

      • Employees data
      • Inventions
      • Contracts
      • Strategic and business plans
      • Major management changes
      • New product launches
      • Mergers and acquisitions
      • Technical specifications
      • Pricing
      • Proposals
      • Financial data
      • Product costings

23. BUSINESS AND FINANCIAL RECORD KEEPING / ACCURACY

    • Ensure the accuracy of all Company business and financial records. These include not only financial accounts, but other records such as quality reports, inventory records, time records, expense reports and submissions such as benefits claim forms and resumes. Ensuring accurate and complete business and financial records is everyone's responsibility, not just a role for accounting and finance personnel. Accurate recordkeeping and reporting reflects on the Company's reputation and credibility, and ensure that the Company meets its legal and regulatory obligations.
    • Always record and classify transactions in the proper accounting period and in the appropriate account and department. Do not delay or accelerate the recording of revenue or expenses to meet budgetary goals.
    • Estimates and accruals must be supported by appropriate documentation and be based on your best judgment.
    • Ensure that all reports to regulatory authorities are full, fair, accurate, timely and understandable. Never falsify any document and do not distort the true nature of any transaction.
    • Never enable another person's efforts to evade taxes or subvert currency laws. For this reason, payments generally should be made only to the person or firm that actually provided the goods or services. Payments should be made in the supplier's name, where it does business, or where the goods were sold or services provided, unless the supplier legitimately has assigned payment or sold its accounts receivable to another entity. Exceptions must be approved according to the Limit of Authority.
    • Employees must always strive to be accurate when preparing any information for the Company, but honest mistakes occasionally will happen. Only intentional efforts to misrepresent or improperly record transactions, or otherwise to falsify a Company business record, are violation of the Code.
    • Employees shall at all times adhere to all applicable laws, external accounting requirements / standards and Group procedures for reporting financial and other business information
    • The Group adopts records management and procedures which reflects the Group Records keepings. All employees have an obligation to manage their business records in accordance with the applicable records keeping procedures.
    • Employees shall cooperate fully with the Group's internal and external auditors and ensure that all information held which is relevant to the audit of any company in the Group is made readily available to the auditors.
    • All transactions and contracts must be properly and accurately authorized and recorded as required.

24. TRANSFER PRICING LEGISLATION & REGULATORY REQUIREMENT

    • ransfer pricing legislation requires taxpayers to determine and apply the arm's length price for the acquisition or supply of property or services to an associated person pursuant to Section 140A of the Income Tax Act 1967 ("ITA"). This section empowers the Director General of the Inland Revenue Board ("IRB") to substitute the price in respect of any property or services to reflect the arm's length price for the transaction as well as to disallow a portion of interest and finance charged that relates to financial assistance which is excessive.
    • Based on the existing legislation, penalties imposed for incorrect transfer prices can be 100% of the tax undercharged and such assessments can be made six years back.

      Pursuant to the Gazette Order P.U. (A) 132 Income Tax (Transfer Pricing) Rules 2012 ("Transfer Pricing Rules") issued on 11 May 2012 and the Malaysian Transfer Pricing Guidelines issued on 24 July 2012 ("IRB Guidelines") which are also effective 1 January 2009, taxpayers are required to prepare contemporaneous transfer pricing documentation for their related party transactions. These rules also set out the transfer pricing methodologies to be applied to assess the arm's length nature of related party transactions and the list of information and documents which should be included in a set of contemporaneous transfer pricing documentation.

    • Group employees shall make themselves aware of this ruling and ensure compliant with the transfer pricing laws on sales and services provided to related companies within the group.
    • In the event that there is any doubt as to whether a particular business practice or activity will infringe any transfer pricing law, the matter should be referred to the Legal Advisor of the Group.

25. MINIMUM WAGE AND RETIREMENT ACT

    The National Minimum Wages Act 2012 has come into effect on 1 January 2013. Compliance to this act together with the periodic changes shall be ensured to be carried out throughout the Group by the Head of Human Resource Departments.

26. HEALTH & SAFETY ACT

    The Group will use its best endeavors to ensure a safe workplace and maintain proper Occupational health and safety practices to commensurate with the nature of the Group's business and activities. Such a commitment in return requires all Employees to understand and abide to the Group's Safety Policies and Procedures such as:

    Smoking Prohibition in the production and air condition areas;

    Wearing of Personal Protective Equipment supplied;

    Attend Safety & Health Awareness Trainings organized by the Group;

    Work in a Safe Conscious Manner at all times; and

    Always remember that Safety & Health come first.

27. RISK MANAGEMENT & INTERNAL CONTROL

    A Group Risk Management Framework System shall be establish as to have an adequate and appropriate risk control on financial & operational in place. Framework shall be reviewed and updated to take into consideration changes in the regulatory, business and the external environment. The Board shall be responsible to determine the nature, level and risk appetite that the Group is able to take.

    A Risk Management Committee shall be establish within the group to identify and assess the risks and implement an appropriate internal control system to mitigate these risk.

    Audits on the internal control system shall be carried out on a periodic basis to assess the adequacy and effectiveness of the system in place. The outcome and findings of the audit carried out shall be reviewed by the Board via the Audit Committee.

28. SIGNATURE AND ACKNOWLEDGEMENT

    All new employees must sign an acknowledgement form confirming that they have read the Code of Business Conduct and agree to abide by its provisions.

    All employees will be required to make similar acknowledgements on a periodic basis upon Code being review. Failure to read the Code or sign the acknowledgement form does not excuse an employee from Compliance with the Code.

29. WAIVERS

    Waivers of any provisions of this Code for any level of employees of the Group must be approved by the Board of Directors or the Audit Committee and will be disclosed promptly to the extent required by law.

30. GROUP LEGAL ADVISOR OR THE COMPLIANCE DEPARTMENT

    The Legal Advisor for the Group on Compliance is available to answer any questions about the Code or Company policies, or to discuss any concerns you may have about a potential Code violations.

    To contact the Advisor, you can do so in the following method:-

    • Call +607- 4541933 Ext 157
    • E-mail at enquiry@efb.com.my
    • Fax to +607-4542933
    • Mail to:

      The Legal Advisor / Compliance Department
      Evergreen Fibreboard Berhad
      PLO 22, Parit Raja Industrial Estate,
      86400 Parit Raja, Johor, Malaysia.

This Code was first adopted by the Board on 01st June 2013 and has been last reviewed on 03 November 2014 and approved by the Board. It is made available for reference on the Company's website at www.evergreengroup.com.my.