1. Introduction
The purpose of this Code of Ethics (“Code”) is to set out the standards of ethical behaviour and professional conduct expected of all Directors and Employees of Magni-Tech Industries Berhad (“Magni” or “the Company”) and its subsidiaries (“the Group”).
The Code serves as a guide to help individuals navigate ethical challenges, make responsible decisions and uphold the Group’s values and reputation. It applies equally to the Board of Directors, senior management and all employees regardless of position, seniority or location and it should be read in conjunction with the Employee Handbook.
All personnel are expected to act in good faith, in the best interests of the Group and in compliance with all applicable laws, internal policies, and regulatory requirements.
2. Objectives
The purpose of this Code is to guide Directors and Employees to act with honesty, integrity and professionalism in their daily work. It helps ensure that everyone understands the Group’s expectations for ethical behaviour and complies with all relevant laws, regulations and company policies. This Code also aims to build trust with stakeholders, protect the Group’s reputation and promote a respectful, safe and responsible working environment for all.
3. Code of Ethical Conduct
Below are the key ethical principles and expectations of conduct:
3.1 Integrity and Honesty
All Directors and Employees must act honestly, fairly and with the highest standards of personal and professional integrity. Misrepresentation, fraud, dishonesty, or manipulation of records is strictly prohibited.
3.2 Conflict of Interest
Individuals must avoid situations where personal interests conflict or appear to conflict with the Group’s interests. This includes:
(i) Having a financial interest in any business dealing with the Group (unless declared and approved).
(ii) Engaging in activities that compete with the Group’s business.
(iii) Using one’s position for personal gain or advantage.
All actual or potential conflicts must be disclosed promptly to the Chairman of the Board (for Directors) or the Human Resource Department/Manager (for Employees).
3.3 Insider Trading and Market Misconduct
Directors and employees who are in possession of material, non-public (price-sensitive) information must not deal in the Company’s securities until such information has been officially disclosed to the public. In addition, Employees and Directors must not disclose any price-sensitive information to third parties or encourage others to trade in the Company’s securities based on such information.
All dealings in the Company’s securities must fully comply with the relevant laws and regulations, including those issued by the Securities Commission Malaysia, Bursa Malaysia Securities Berhad and any other applicable authorities.
3.4 Use of Work Time
Employees are expected to be productive and efficient during working hours. Conducting personal business, unauthorised freelancing or other non-Group work during office hours is not permitted without prior approval.
3.5 Gifts, Entertainment and Bribery
To ensure fairness and integrity, all Directors and employees must avoid giving or receiving anything that could improperly influence a business decision or create the appearance of doing so. This includes gifts, hospitality, entertainment, or any other personal benefits from customers, suppliers, or business partners. Even if something is offered with good intentions, it should not be accepted if it might affect your judgment or how others see your actions.
Under the Malaysian Anti-Corruption Commission Act 2009, a bribe or gratification is broadly defined to include anything of value, such as money, gifts, services, contracts, employment offers, discounts, or favours given to improperly influence decisions or actions.
Employees are expected to maintain transparent and ethical relationships with suppliers and business partners and comply with all contractual obligations. Corruption, defined as the abuse of entrusted power for personal gain, is strictly prohibited.
The Group has zero tolerance for corruption. Offering or accepting bribes, kickbacks, or facilitation payments is seriously violation of the Group’s Anti-Bribery and Corruption Policy. Any direct or indirect involvement in corrupt practices including through third parties, will result in disciplinary action, which may include termination and legal proceedings.
3.6 Compliance with Laws and Regulations
Everyone must comply with all applicable laws, rules, regulations, and internal policies in every jurisdiction where the Group operates. Ignorance of the law is not a defence for misconduct.
Directors and Employees are responsible for staying informed about the legal requirements relevant to their roles and responsibilities.
3.7 Confidentiality and Privacy
All Directors and employees are expected to protect the confidentiality of information they receive or access during the course of their work. This includes, but is not limited to, business plans, financial data, company strategies, client or customer information, employee personal details, trade secrets and other proprietary or sensitive information. Such information must only be shared with authorised individuals who need it for legitimate business purposes. It must never be disclosed to unauthorised parties, whether intentionally or by accident, including through casual conversations, emails, or posts on social media. Maintaining confidentiality is critical to safeguarding the Group’s reputation, competitiveness and legal obligations.
3.8 Protection and Proper Use of Company Assets
Directors and employees are responsible for protecting the Group’s assets, resources and intellectual property, and must ensure they are used properly and only for legitimate business purposes. These assets include physical items such as vehicles, laptops and equipment; financial resources like company credit cards and funds; as well as digital assets, including proprietary data, software and confidential files. Any misuse, theft, carelessness, or unauthorized use of the Group’s assets is strictly prohibited and considered a breach of this Code. Everyone has a duty to handle company resources responsibly and to report any loss, damage, or misuse promptly.
3.9 Equal Opportunity, Diversity and Respect
The Group is committed to creating and maintaining a respectful, inclusive and fair workplace for all. Everyone should be treated with dignity, and individual differences such as race, gender, religion, age, disability, or background must be respected and valued.
In line with International Labour Organization conventions, the Group strictly prohibits the use of forced or child labour and does not support or engage in such practices. Wages and benefits provided to employees meet or exceed the minimum legal standards in all jurisdictions where the Group operates. Employee working hours comply with local laws and regulations in each country where the Group conducts its business.
The Group has a strict zero-tolerance policy toward any form of harassment, bullying, violence, or discrimination. Any discrimination, harassment, or any form of unlawful threat, whether physical, psychological, sexual, or verbal against or between employees is strictly prohibited. This commitment extends to all individuals who interact with the Group, including vendors, independent contractors and business partners.
All Directors and employees are expected to always act professionally and respectfully. The Group also ensures equal access to opportunities, fair treatment and a work environment where all individuals can grow and succeed based on merit and ability.
3.10 Abuse of Power
The Group is committed to maintaining a respectful, fair and inclusive work environment where all individuals are treated with dignity. Abuse of power, whether by managers, supervisors or any employee in a position of influence, is strictly prohibited and is considered a serious violation of our ethical standards.
Employees who believe they have experienced or witnessed abuse of power are encouraged to report the matter as soon as possible to their direct manager, the Human Resources Department, or through the whistle-blowing reporting procedures. All employees must cooperate fully with any investigation conducted. Retaliation against individuals who report concerns in good faith will not be tolerated.
3.11 Environmental and Social Responsibility
The Group is committed to sustainability and upholding Environmental, Social and Governance values. All Directors and Employees are expected to support efforts that reduce environmental impact, promote ethical and socially responsible practices and maintain a safe, healthy and inclusive workplace.
4. Anti-Money Laundering and Terrorism Financing
The Group is committed to ensuring that it does not, directly or indirectly, engage in any transactions that support money laundering or provide financial assistance to terrorism or related activities.
5. Reporting Violations and Whistleblowing
Directors and employees are encouraged to report any violations of this Code or unethical behaviour through the Group’s Whistleblowing Policy. Reports can be made confidentially and anonymously.
The Group strictly prohibits retaliation against anyone who raises a concern in good faith.
6. Review and Acknowledgement
The Code of Ethics and Conduct shall be reviewed periodically by the Board to ensure its effectiveness and alignment with regulatory developments.