1. Objective
PA Food (“the Company”) is dedicated to upholding high standards of ethics, integrity, and professionalism, as outlined in this Code of Ethics and Conduct (“the Code”).
This Code applies to all employees and Directors of the Company, including permanent, part-time, contracted, intern, agency, and temporary staffs
The purpose of the Code is to guide employees in identifying and addressing ethical risks, assist Directors in handling ethical issues, establish procedures for reporting unethical practices, and foster a culture of honesty, trust, responsibility, and accountability.
The Code is designed to promote a corporate culture that supports ethical conduct throughout the Company. It reflects the Company’s commitment to integrity, transparency, accountability, and self-regulation.
All employees within the Group are required to comply with the Code. Each employee must annually affirm that they have read, understood, and will adhere to the Code.
Compliance with the Code is a condition of employment. Failure to adhere to the Code may result in disciplinary action, including termination of employment.
While the Code does not cover every ethical issue, it provides key guiding principles and policies. Employees are encouraged to report any concerns that could negatively impact the Company’s reputation or image, including transactions, procedures, or conflicts of interest that may arise, to the Senior Independent Director or other designated personnel.
2. Code of Ethics
Employees are required to uphold the following Code of Ethics:
Uphold high standards of corporate governance, accountability, and transparency at all times.
Conduct oneself with honesty, fairness, integrity, and professionalism, demonstrating courtesy and respect in all interactions.
Act in the best interests of the Company and the Group, enhancing and preserving the Company’s reputation, and fulfilling fiduciary duties to both the Company and its stakeholders.
Perform duties in good faith, with responsibility, due care, competence, diligence, and independence.
Avoid accepting positions on Board Committees or working groups where a conflict of interest may arise and disclose any potential conflicts before accepting such positions.
Declare any personal, professional, or business interests that could conflict with their responsibilities.
Ensure the health, safety, and well-being of employees and others affected by the Company’s business activities.
Prioritize environmental protection and the impact of business operations, complying with all relevant legislation and operating in an environmentally responsible manner.
Maintain accurate and complete business records.
Treat colleagues and associates with dignity, refraining from any form of harassment regardless of creed, race, religion, rank, or gender.
Exercise due diligence to prevent breaches of duty through negligence, intentional misconduct, or unauthorized communications aimed at influencing Board decisions for personal gain.
3. Standards of Conduct
a. Conflicts of Interest
1. Employees must make every effort to avoid situations that could create a potential or actual conflict between their personal interests and those of the Company. Any circumstances that might constitute, or appear to constitute, a conflict of interest must be disclosed to the Board by the employee involved (“Conflicted Employees”). It is the duty of all employees to act in the best interests of the Company at all times.
2. A “conflict of interest” may arise under the following circumstances:
When an employee’s personal interest interferes with, or is in direct conflict with, the interests of the Company.
When an employee or a family member engages in actions or holds interests that could compromise the employee’s ability to perform their duties objectively and effectively.
When an employee or a family member receives improper personal benefits as a result of the employee’s position within the Company.
Employees must not use information obtained during the course of their duties for personal gain. They should not exploit opportunities encountered during their tenure at PA Food or its subsidiaries to advance their private interests or those of related individuals, firms, businesses, or other entities.
If a conflict of interest, whether actual or potential, exists, the Conflicted Employee must recuse themselves from any Board meetings where the matter is discussed, unless specifically invited to provide clarification or assist in the discussion. The Conflicted Employee is prohibited from voting on the matter.
Employees are required to disclose any personal, professional, or business interests that may conflict with their responsibilities.
b. Corporate Opportunities
Employees must not: (a) personally exploit opportunities discovered through the use of Company property, information, or their position; (b) use Company property, information, or their position for personal gain; or (c) compete with the Company in business endeavors. Employees have a duty to prioritize and advance the legitimate interests of PA Food whenever the opportunity arises.
c. Confidentiality
Employees are required to maintain the confidentiality of information entrusted to them by the Company, its customers, or other parties, except when disclosure is authorized or legally required. Confidential information includes any non-public information that could be advantageous to competitors or detrimental to the Company or its customers if disclosed.
PA Food is committed to respecting and diligently protecting the privacy of information related to its employees, customers, and consumers.
d. Ethical Business Conduct
Employees must engage in fair practices when dealing with the Company’s customers, suppliers, competitors, employees, and other stakeholders. No employee should gain an unfair advantage over others through manipulation, concealment, misuse of privileged information, misrepresentation of material facts, or any other unethical practices.
PA Food will not accept or use proprietary information from third parties if it has been improperly obtained, nor will the Company copy or misappropriate copyrighted materials belonging to others.
e. Protection and Proper use of Company Assets
As stewards of PA Food, employees are responsible for safeguarding the Company’s assets against loss, theft, or misuse and ensuring their efficient utilization. All Company assets should be used solely for legitimate business purposes
f. Gifts
Employees must not solicit or accept extravagant gifts, gratuities, or any offer, payment, promise of payment, or authorization of payment that could be perceived as influencing business decisions or compromising their personal or professional integrity.
Bribes, kickbacks, or any form of corrupt payments must not be made to or received from anyone for the purpose of securing or returning business or gaining any other undue advantage.
Modest business gifts and entertainment may be permitted occasionally, but no gift or entertainment should be offered or accepted if it is illegal or deemed inappropriate.
Employees are expected to adhere to PA Food’s Gift Policy.
g. Adherence to Legal Standards, Ethical Conduct, and Internal Protocols
Employees are expected to proactively fulfill their responsibilities in strict compliance with all applicable laws, regulations, and rules, including those related to abuse of power, corruption, insider trading, and money laundering. Additionally, they must adhere to the policies, practices, and procedures established by PA Food.
h. Anti-Bribery and Anti-Corruption Measures
Employees must not offer, give, solicit, or accept bribes or any other improper payments for their own benefit or for others, nor engage in any transactions that could be construed as violating anti-corruption laws. Compliance with local anti-bribery and corruption laws and regulations is mandatory for all employees. Any employee found guilty of such actions will face disciplinary measures, which may include dismissal, as well as legal penalties such as fines or imprisonment.
Employees should be aware that bribes can take many forms, both monetary and non-monetary, including but not limited to unauthorized payments such as referral fees, commissions, material goods, services, gifts, business amenities, or discounts of inappropriate value, or those not generally offered to others. Such actions are prohibited by law and are considered unethical and unlawful business practices.
Employees are also prohibited from giving or receiving gifts or entertainment that are or could be perceived as inappropriate or excessive. Before offering or accepting any business amenity or gift, employees must consider whether the action could influence or reasonably appear to influence the business relationship between PA Food and the organization or individual involved, or any business decisions arising from that relationship.
i. Confidential Information and Market Integrity
Employees in possession of non-public, price-sensitive information about PA Food or any other company obtained through their employment must not engage in, or advise others to engage in, trading the securities of PA Food or any other company.
Employees are prohibited from disclosing non-public, price-sensitive information to any individual (including family members) where such information could be used for personal gain through trading or by advising others to trade in the securities of the company.
All transactions involving PA Food’s securities must strictly adhere to the procedures and comply with relevant trading laws in Malaysia.
j. Money Laundering
Money laundering involves concealing, converting, and transferring proceeds from illegal activities into legitimate sources of income or assets.
All employees must adhere to the relevant anti-money laundering laws and regulations in their respective countries. Employees should stay informed about applicable anti-money laundering laws and any legal developments in this area to actively prevent money laundering and related activities that facilitate the funding of terrorism or criminal enterprises.
Employees are expected to be vigilant against the risk of PA Food’s business being used for money laundering activities. Any suspicious transactions should be reported to their immediate superior and the Board for further investigation.
Employees must not disclose any suspicions of money laundering to others or discuss the matter with anyone outside the appropriate reporting channels.
k. Abuse of Power
Abuse of authority refers to the improper use of a position of influence, power, or authority by an individual. This becomes particularly serious when such misuse negatively impacts the career or employment conditions of others, including but not limited to matters such as appointments, assignments, contract renewals, performance evaluations, or promotions. Abuse of authority may involve a single incident or a series of incidents and can create a hostile or abusive work environment through intimidation, threats, blackmail, or coercion. Decisions made in the course of legitimate managerial and supervisory duties are not considered abuse of authority.
Employees are expected to ensure that all individuals within PA Food are treated with dignity and respect, and that abuse of power and gender discrimination are not tolerated. Any incidents of power abuse, or suspicions thereof, should be reported to the immediate superior or in accordance with the Whistle Blower Policy.
Employees must not use their positions to exert influence for personal gain or to benefit others outside the interests of PA Food.
4. Communication and Compliance
PA Food and its Board are responsible for ensuring that this Code is effectively communicated to all employees through various channels, including the staff handbook, notice boards, the intranet, and the corporate website. Additionally, the Code should be incorporated into the induction program for new employees.
The Board must ensure that this Code is fully integrated throughout the organization and adhered to by employees at all levels.
5. Violations of Code of Conduct
Employees of PA Food must report any known or suspected illegal or unethical behavior to their managers or Heads of Departments (HODs). Such reports should be escalated to Senior Management without delay. Senior Management is responsible for promptly informing the Chairman of the Audit Committee about any confirmed or suspected violations of this Code. All employees are expected to comply with the Whistleblower Policy.
6. Non-Retaliation
PA Food is dedicated to safeguarding the confidentiality of individuals who report concerns or potential misconduct. Retaliation or encouragement of retaliation against those who report in good faith will result in disciplinary measures, which may include termination of employment or engagement. PA Food enforces a strict policy against any form of retaliation.
7. Investigations
PA Food will promptly and confidentially investigate reported concerns with the utmost professionalism and transparency. All internal investigations and audits will be conducted impartially, without bias or predetermined outcomes. Every officer is expected to fully cooperate with audits, investigations, and any corrective action plans, which may involve ongoing monitoring and assessment.
In cases where external investigations are necessary, every officer is required to respond appropriately, cooperate fully, and avoid any interference with lawful government inquiries, audits, or investigations.
8. Review and Revision
The Board and senior management should regularly review the Code and ensure that any updates are communicated to all employees.
