Introduction
This Code of Conduct applies to all employees of MBM Resources Bhd and its
subsidiaries (referred to collectively as “MBMR”). The Code also applies to nonexecutive members of the boards of directors of MBMR with regard to their MBMRrelated activities.
If you have any questions on how the Code of Conduct may apply, please contact
Legal/Human Resource.
In the rest of this document, the term “Code” refers to this Code of Conduct, as
amended from time to time.
The Code reflects and supports the vision and values upheld by MBMR.
Our Vision
“The Complete Automotive Group”
Our Values
We strive to:

Conduct business with honesty, integrity and responsibility

Actively listen and respond to our customers, suppliers and stakeholders

Clearly communicate mutual intentions and expectations

Ensure a safe and clean workplace

Properly plan, fund and execute projects to promote our vision

Take pride in our work

Continually be aware of the impact of our activities on the environment,
safeguard the environment and engage actively with the community

Promote a challenging work environment that develops our diverse workforce

Work as a team with respect and trust for each other

Recognize and reward accomplishments fairly and competitively
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Message from MBMR’s Group Managing Director
In today’s business environment, we deal every day with not only competition but
also the many legal, regulatory, social and environmental obligations that are an
integral part of every sustainable business. We have to be constantly mindful of the
interests and expectations of our stakeholders; namely our shareholders, our
employees, our customers, our business partners, suppliers and bankers, our
regulators, as well as the community in which we operate.
It is not sufficient that we cover all of these obligations on a piecemeal basis; the
recognition and performance of these obligations must be inherent in every plan that
is formulated, every job that we design, every decision that is made and every action
that we take.
The MBMR’s code of conduct is, therefore, a document that embodies the business
and corporate culture of the Group, informs on the values and principles, and
standards, that we hold our employees to in their interactions with one another and
our stakeholders.
Adherence to the Code is vital to the achievement of our business strategies and
corporate mission.
LOOI KOK LOON
Group Managing Director
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Table of Contents
Code of Conduct
Conduct Business with Honesty and Integrity
Conducting business with customers, suppliers and others
Being a responsible corporate citizen
Preparing accurate financial and other records
Follow the Letter and Spirit of the Law
Competition and antitrust
Bribery and Anti-Corruption
Environmental Management and Compliance
Insider Trading
Intellectual Property
Privacy
Public Communications
Treat Each Other Fairly
Open and Honest Communication
Equal Employment Opportunities and Discrimination
Anti-Harassment
Safety
Act in the best interests of MBMR and avoid conflicts of interests
Conflict of Interest
Handling conflicts of interest
Gifts and Entertainment
Protect the Company’s Assets and Reputation
Protecting Physical Assets
Maintaining Information Security
Safeguarding Trademarks and Brands
Representing MBMR
Asking Questions and Reporting Concerns
Ways to Seek Guidance and Report Concerns
Non-Retaliation Policy
Approvals and Waivers
Reminders
Code of Conduct Glossary of Terms
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5
Code of Conduct
MBMR promotes and upholds a set of core values and principles within the
organization and in dealing with third parties in our business activities. We believe
that our continued and future growth depends on each of us understanding and
practising, today and everyday, these values and principles that form the foundation
of MBMR.
The Code is not a standalone document. It is an integral part of the MBMR
Governance Framework that includes:

The MBMR Board Charter

The MBMR Statement of Corporate Governance

The policies and procedures manuals applicable to detailed areas of the
operations of MBMR.
Every employee of MBMR is encouraged to read and understand the documents that
collectively form the MBMR Governance Framework.
MBMR supports the highest ethical standards in the conduct of its various business
activities. This includes and in many cases go beyond compliance with the letter and
spirit of the law. Our goal is not only to comply with the laws that govern our activities,
but also to continuously demonstrate uncompromising integrity and a strong regard
for others and the environment in which we operate.
We strongly believe in the full compatibility of long-term profitability with good
corporate behavior.
As it is not possible to prescribe specific behavior or standards for each situation that
requires ethical judgment, the Code acts as a frame of reference in prescribing
standards and guidance on situations and issues that are critically important to
MBMR. The Code can also help you to identify when it would be appropriate to ask
for guidance from your manager as to the proper course of conduct in any situation,
which is not specifically covered by the Code.
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The Code applies to each employee of MBMR. Violating the Code may subject an
employee to a poor or unsatisfactory performance review, disciplinary action,
including immediate termination, and/or legal actions.
Therefore, you are urged to read and understand the Code so that you are clear on
all aspects of the Code and the expectations of you as an employee of MBMR. The
Code forms part of the employment terms and conditions, will be reviewed
periodically and may be changed from time to time.
The Code affirms and upholds five core values and principles –

Act with honesty and integrity

Know and comply with the letter and spirit of the Law

Treat your colleagues and others you deal with in the course of business
fairly and with respect

Act in the best interests of MBMR and avoid conflicts of interests

Protect MBMR’s assets and reputation
Conduct Business with Honesty and Integrity
One of our core values is to conduct business with uncompromising integrity and
professionalism. We practice this by:

Dealing with our customers, suppliers and others fairly and honestly,

Acting as a responsible corporate citizen, respecting human rights, working
together with our communities and managing the impact of our business on
the world around us,

Keeping accurate financial and other books and records,

Respecting privacy and commitments we have given to others.
Conducting Business with Customers, suppliers and others
Our business has been built upon strong relationships of mutual respect and trust
with our manufacturers, joint venture partners, customers, suppliers and others. To
maintain and build upon these relationships, we treat everyone we deal with with
fairness, honesty and respect.
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In our marketing and in our interactions with customers and potential customers, we
must always present MBMR’s products and services in a fair, accurate and
responsible manner.
We value our relationships with our suppliers and communicate our requirements
and expectations to them on a timely and open basis.
Being a responsible corporate citizen
For us, corporate responsibility means achieving business success in ways that
demonstrate respect for people and the planet and uphold the values and high
standards of ethics in matters concerning environmental health and safety. We strive
to be a part of every community in which our business is located and be sensitive to
the impact of our business on that community and the world around us.
In MBMR, we

Promote equal opportunity for our employees at all levels with respect to
issues such as color, race, gender, age, ethnicity or religious beliefs, and
have zero tolerance for offensive behavior such as the exploitation of children,
physical punishment, sexual harassment, involuntary servitude, or other
forms of abuse,

Respect our employees’ voluntary freedom of association,

Reward our employees fairly and provide the opportunity to improve their
skills and capabilities,

Provide a safe and healthy workplace, protect human health and the
environment, and promote sustainable development,

Be sensitive to the impact of our business on communities and work with
communities to at least maintain or improve the quality of life in those
communities,

Promote the practice of these principles by those with whom we do business.
Preparing and maintaining accurate financial and other records
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Our financial and other business records not only reflect but also shape the business
decisions we make. We are responsible for ensuring that MBMR’s books and records
are complete, fair, accurate, timely and understandable reflections of the group’s
operations and business activities.
Any records required by our jobs, such as time cards and expense reports must be
accurate and complete. If you become aware of records that may be inaccurate,
report the situation immediately to Finance or Legal. We do not condone preparing
false records under any circumstances.
We engage internal and external auditors to ensure that the way we conduct
business and keep records is consistent with relevant accounting, industry and
internal standards. We must cooperate with auditors and ensure that anyone acting
under our direction also cooperates with auditors.
Follow the Letter and Spirit of the Law
MBMR must comply with the laws of all countries in which it does business. We are
each responsible for knowing and complying with all applicable laws or regulations. If
we have any questions, ask your manager or Legal.
We must also act in a manner that upholds the spirit and intent of the law. Where the
Code or company guidelines differ from any laws or regulations, we must always
follow the higher standard. If you believe any requirement of the Code conflicts with
the law, consult Legal.
Violations of laws and regulations have serious consequences, civil and criminal,
both for the company and for the individuals involved. Therefore, when questions
arise on these or other legal matters, you should always seek guidance from Legal.
Some of the legal topics we encounter in our business include anti-competitive and
unfair trading practices, anti-corruption, environment, anti-money laundering,
taxation, insider trading, intellectual property, privacy and public communications.
Anti-Competitive Activities
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Antitrust laws, also called competition laws, govern the way that companies behave
in the marketplace. Antitrust laws encourage competition by prohibiting restraints on
trade. The laws deal in general terms with the ways companies deal with their
competitors, customers and suppliers. Violating antitrust laws is a serious matter and
could place both the company and the individual at risk of substantial criminal
penalties.
MBMR is committed to competing vigorously but fairly for suppliers and customers.
Business activities in Malaysia involving antitrust and anti-competitive behavior are
regulated under the Malaysian Competition Act 2010 (“Competition Act”). The
Competition Act prohibits:

any formal or informal agreement or understanding that has the object or
effect of significantly preventing, restricting or distorting competition in any
market for goods or services; and

engaging in any conduct, which amounts to an abuse of a dominant position
in any market for goods or services.
Affecting competition
It is important to note that there need not be a formal agreement in place for a breach
of the Competition Act to occur. A breach can occur based on discussions at
meetings, conferences, and informal gatherings or based on circumstances where an
inference may be drawn of the intention of the company or its employees to commit
an anti-trust or anti-competitive act. Therefore, no employee shall attempt, discuss or
agree with a third party to;

directly or indirectly fix a purchase or selling price or any other trading
condition, i.e. through minimum, recommended or maximum selling prices;

share markets or sources of supply of goods and services, i.e. to impose
geographical limits or dividing the market by customer types;

limit or control production, market outlets or market access, technical or
technological development or investment, for example to limit the supply of
goods or cost of production or capital investment that would have the effect of
creating an artificial price for goods based on restricting innovation and cost
efficiency; or
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
fix or affect the outcome of tenders for goods or services through bid rigging
such that tenders may not be determined based on the best prices and most
attractive commercial terms.
Dominant position
MBMR’s situation may at times lend itself to the possibility of possessing a dominant
market position. Accordingly, employees must be cautious in:

directly or indirectly imposing an unfair purchase or selling price or other
unfair trading condition on a supplier or customer;

limiting or controlling production, market outlets or market access, technical
or technological development or investment to the prejudice of consumers;

refusing to supply to a particular enterprise or group or category of
enterprises;

applying different conditions to equivalent transactions with other trading
parties to an extent that may:
a. discourage new market entry or expansion or investment by an existing
competitor
b. force from the market or otherwise seriously damage an existing
competitor which is no less efficient than the enterprise in a dominant
position; or
c. harm competition in any market in which the dominant enterprise is
participating or in any upstream or downstream market

making the conclusion of contract subject to acceptance by other parties of
supplementary conditions which by their nature or according to commercial
usage have no connection with the subject matter of the contract;

any predatory behavior towards competitors; and

buying up a scarce supply of intermediate goods or resources required by a
competitor in circumstances where the enterprise in a dominant position does
not have a reasonable commercial justification for buying up the intermediate
goods or resources to meet its own needs.
A company may still commit one or more the abovementioned acts without falling
foul of the Competition Act provided it has economic reasons for doing so or it is
undertaking an economic response. Due to the complexity of the competition laws,
each employee is required to observe these prohibitions strictly and while there are
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exceptions and exemptions under the law, the decision to act within the bounds of
exception or exemption can only be exercised by the company, acting on
professional advice. If there is doubt as to the application of the Code or the
Competition Act on a particular situation or action, consult your manager or Legal.
Bribery and Anti-Corruption
Malaysia has bribery and other anti-corruption laws that are intended to prevent
companies and individuals from gaining an unfair advantage and from undermining
the rule of law.
This prohibition on offering or paying bribes also applies to third parties acting on
MBMR’s behalf, such as contractors or consultants. We must never engage a third
party who we believe may attempt to offer a bribe to conduct company business.
When doing business with the government, consult with Legal to be certain you are
aware of any special rules that apply, and obtain approval from your chief executive
before providing anything of value to a government official.
If an employee makes a contribution to a political party, committee or candidate of
their choice, such contribution must not directly or indirectly involve company funds
or implicate MBMR in connection with the contribution.
The company’s resources (cash or otherwise) may be used for political contributions,
provided it is legal and appropriate, only with the approval of the chief executive of
the company.
Environmental management and compliance
A number of environmental laws, standards, requirements and policies apply to our
business operations, practices and products. We have a responsibility to understand
and follow these requirements, including:

Conserving energy, water, raw materials and other natural resources

Managing materials and wastes properly, and

Complying with environmental permits and health and safety requirements.
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We support a precautionary approach to the materials used in our products and
strive to reduce and minimize the use of hazardous materials and environmental
impact of our manufacturing technologies and in the use of properties occupied by
MBMR.
We expect our suppliers and others to comply also with all applicable environmental,
health and safety laws and standards in their operations.
Insider Trading
Malaysia has insider trading laws that restrict securities trading and other activities by
anyone who is in possession of material, non-public information.
Material, non-public information is any information not generally known to the public
that people might find important in making their decisions to buy or sell securities
(including shares, bonds and warrants issued by the company).
Any employee who is aware of material, non-public information regarding MBMR or
any other company in the Group must not:
• Trade in MBMR securities,
• Disclose that information to others who may buy or sell securities because of
the information, or
• Otherwise use the information for personal advantage or the personal
advantage of others.
Intellectual Property
Intellectual property rights are crucial to protecting the investments that companies
and individuals make in developing new products and ideas. We protect our
intellectual property and respect the intellectual property rights of others.
We must not copy, reproduce, or transmit protected material, such as writing,
artwork, music, video, photographs, movie clips and software unless we have
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authorization or license.
We must use the confidential information of MBMR or others only for business
purposes and disclose it only to those who are authorized and have a need to know.
Even after we leave MBMR Group employment, we must continue to protect
confidential information (whether MBMR's or another party’s) and not use or disclose
it without authorization.
Furthermore, we must not request or encourage anyone to use or disclose privileged,
proprietary, or confidential information unless they are authorized to do so by the
owner of that information.
Privacy and Personal Data Protection Act 2010
Malaysia’s Personal Data Protection Act 2010 (“PDPA”) came into force on 1
January 2013. The PDPA encompasses seven data protection principles:

General principle: The processing of personal data requires consent and in
the case of “sensitive” personal data, explicit consent is required

Notice and choice principle: Data users are required to notify the data
subjects regarding the purpose for which the data is collected and about the
right to request access and correction of the personal data

Disclosure principle: No personal data shall be disclosed without the consent
of the data subject

Security principle: A data user shall take practical steps to protect the
personal data from any loss, misuse, modification, unauthorised or accidental
access or disclosure, alteration or destruction

Retention principle: The personal data processed for any purpose shall not be
kept longer than is necessary for the fulfillment of the purpose for which it was
obtained

Data integrity principle: A data user shall take reasonable steps to ensure the
accuracy and to maintain the data current for the purpose it was collected

Access principle: A data subject shall be given access to his personal data
and shall be able to correct the personal data where the data is inaccurate or
incomplete.
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More comprehensive policies and procedures of MBMR regarding compliance with
the PDPA will be outlined in the Privacy policies and procedures.
Public Communications
As a publicly listed company, MBMR must comply with a variety of regulations that
govern public communications to investors and the public and promote transparency
in financial markets. MBMR has specific requirements for financial reports and
documents that the company files with or submits to Bursa Malaysia and in other
public communications.
Therefore, if you are responsible for preparing such reports or contributing
information for such reports, you need to ensure that the disclosures are accurate,
reliable, and complete.
In addition, only authorized employees may make any public statements on behalf of
MBMR, whether to the media, investors, or in other external forums, including the
Internet. This includes disclosing new or confidential information regarding MBMR
through social media applications and websites. If you are contacted by a reporter or
the public on a topic on which you are not authorized to speak, refer the inquiry to the
chief executive of the company.
Treat Each Other Fairly
We work as a team with respect and trust for each other. We strive to uphold open
and honest communication and to protect employees from discrimination,
harassment, or unsafe practices.
Open and Honest Communication
We value the free flow of thoughts, ideas, questions, and concerns. We encourage
employees to raise work-related issues or concerns through our established
processes as soon as issues or concerns arise.
We do not tolerate any retaliation against employees for asking questions or making
good faith reports of possible violations of law, the Code, or other guidelines.
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Equal Employment Opportunities and Discrimination
We value diversity in our workforce, as well as in our customers, suppliers, and
others. We provide equal employment opportunity for all applicants and employees.
We do not discriminate on the basis of race, color, religion, sex, national origin,
ancestry, age, disability, veteran status, sexual orientation, marital status, pregnancy,
gender identity, genetic information or any other characteristic protected by federal,
state or local law, regulation, or ordinance.
We follow these principles in all areas of employment including recruitment, hiring,
training, promotion, compensation, benefits, transfer, and social and recreational
programs.
Anti-Harassment
We are committed to providing a workplace free of harassment based on personal
characteristics such as race, color, religion, sex, national origin, ancestry, age,
disability, veteran status, sexual orientation, marital status, pregnancy, gender
identity, genetic information or any other characteristic protected by federal, state or
local law, regulation, or ordinance. We strongly disapprove of and do not tolerate
harassment of employees by managers or co-workers. We must treat co-workers,
customers, and suppliers with dignity and respect.
We prohibit threats or acts of violence against co-workers, vendors, customers, or
others. If you become aware of a threat or act of violent behavior in or near the
MBMR workplace, notify management of the details of the act or threat immediately.
Managers who receive such information should immediately notify Human
Resources as applicable.
Safety
We comply with the safety laws, standards and guidelines that apply to our business.
Sound safety practices are important in all of our workplaces.
To protect our employees, the public, and our communities, we conduct no activity
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without the proper safety precautions and produce no product without the proper
safeguards.
We believe workplace injuries and illnesses are preventable. When we take care,
employees and suppliers at our workplaces need to obey the safety requirements
that apply to our job and workplace. We must not begin or continue any work activity
contrary to safety requirements.
Act in the Best Interests of MBMR and Avoid Conflicts of Interest
A conflict of interest may occur when an employee’s personal or family interests
interfere—or even appear to interfere—with the employee’s ability to make sound
business decisions in the best interest of MBMR. We should not put ourselves in
situations where we could be tempted to make MBMR business decisions that put
our personal needs ahead of MBMR’s interests.
Conflict of Interest Examples
Conflicts of interest typically arise in any or more of the following situations:
• Conducting any non-company business that interferes with the proper
performance of our roles, such as conducting non-company business during
working hours; utilizing confidential information, specialized skills or knowledge
gained as a company employee; or using company property or equipment for
non-company uses (exceeding reasonable personal use)
• Using confidential information, specialized skills or knowledge gained as a
company employee for personal gain or to MBMR’s detriment
• Offering or accepting a gift, entertainment, or other payment that could be
viewed as a bribe
• Accepting any personal benefit that is or could be interpreted as being given to
us because of our role or seniority or because the donors believe we might be
in a position to assist them in the future
• Participating in or influencing a company decision that may result in a personal
gain, gain for an immediate family member, or gain for someone with whom we
have a close personal relationship
• Making use of business opportunities discovered or learned through the use of
company property, information, or our positions that may result in a personal
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gain, gain for an immediate family member, or gain for someone with whom we
have a close personal relationship
• Owning a significant interest in any business that does or is seeking to do
business with MBMR or is in competition with MBMR, when the ownership
might dilute our loyalty to MBMR
• Participating in or influencing a company decision to hire a family member, or
supervising an immediate family member or someone with whom we have a
close personal relationship
Handling Conflicts of Interest
We recognize that a conflict of interest may arise without any willful action on our part
or that changes in circumstances may create a conflict or appearance of a conflict in
situations where previously none existed.
If you become aware of a possible conflict of interest, disclose it immediately to your
manager. Your manager will determine, in consultation with Legal as necessary,
whether a conflict of interest exists, what needs to be done to resolve the conflict, or
whether you may proceed.
Disclosure is mandatory; failing to disclose a conflict of interest is a violation of the
Code.
Gifts and Entertainment
We recognize that exchanging business courtesies such as meals, entertainment,
routine promotional gifts, and other items can be a part of building strong business
relationships. At other times, such business courtesies are not appropriate.
These courtesies should be consistent with the business customs and practices of
the place where they are offered or received. Whenever we are involved in the
exchange of business courtesies, we must comply with the following standards:

Any entertainment offered or accepted should be a reasonable extension of a
business relationship. It should occur infrequently and be modest in nature. If
we accept such entertainment, we should reciprocate with similar modest
hospitality to avoid any obligation to the other party. The term “entertainment”
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includes, but is not limited to, meals, charitable and sporting events, parties,
plays and concerts. We must at all times respect the expressed policies, if
any, of customers on entertainment and gifts.

We may accept gifts of nominal value when they are associated with
promotional activities or are simply gestures of goodwill. However, such gifts
should generally not exceed RM100 in value. Baseball caps, t-shirts,
calendars, diaries and note pads are examples. If offered a gift exceeding
RM100 we must report it promptly to our supervisor. In either situation, we
should promptly inform the giver of MBMR’s gift policy.
However, there are some principles that are fixed:

We do not offer or accept a bribe, that is, anything designed to obligate a
person to act improperly with regard to our business

We do not offer or accept cash or cash equivalents without approval

We never participate in any business entertainment activity that would violate
the law or embarrass us by its public disclosure

We consult our Legal representative before offering anything of value to
government or political party officials, as such gifts and entertainment are
strictly regulated and often forbidden entirely

We do not seek favors directly or indirectly, such as gifts, entertainment,
sponsorships, or contributions from organizations doing business or seeking
to do business with MBMR
If you have questions, consult Legal.
Where an employee makes or is involved in sourcing or purchasing decisions for
MBMR, he/she must make those decisions with uncompromising integrity, honesty,
independence and objectivity of judgment. We must seek the most technically
efficient, cost-effective and high quality products and services, and to evaluate them
using consistent and unbiased standards contained in applicable policies and
procedures of MBMR. Therefore, we must not accept any gifts, entertainment or
gratuities that could influence, or be perceived to influence, our sourcing and
purchasing decisions.
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We do not make any gift or provide a benefit of any kind to Government or a
Government official or anyone connected to a Government official where it might be
seen as a bribe. Where gifts are offered, they must be infrequently given symbolic
gifts of no or very little commercial value, and they should typically have the company
logo embroidered or imprinted. Suitable gifts of this nature may include baseball caps,
golf balls, t-shirts or similar mementos.
Protect the Company’s Assets and Reputation
We spend considerable resources to acquire, develop and maintain assets used for
the company’s business. We each have a responsibility to comply with all procedures
that protect the value of MBMR’s assets, including physical assets, information,
MBMR brands, and its good name and reputation.
Protecting Physical Assets
Our physical assets include facilities, equipment, and computer and communications
systems. We are to use these assets primarily for our business. As a narrow
exception, we may use computer and communications systems for reasonable,
personal use.
We need to follow applicable security and use procedures to protect the company’s
physical assets from theft, loss, damage, or misuse. Report the theft, loss, damage,
or misuse of company physical assets to Human Resources as soon as possible.
While we respect employee privacy, we should not assume that our desk, cubicle, or
use of computer or telephone equipment is private or confidential. Subject to
applicable laws and under the guidance of Legal, we may search and review both
incoming and outgoing communications and all device information, including any
password-protected employee communications.
Maintaining Information Security
Proprietary information is another valuable company asset and includes internal and
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external communication; digital information stored on laptops, handhelds, desktops,
servers, backups, and portable storage devices; and hard copy documents, verbal
discussions, and interactions via social media channels.
We need to take personal responsibility to safeguard both MBMR owned and thirdparty owned proprietary and confidential information from unauthorized disclosure,
changes, or loss.
We must comply with all company security policies and procedures, including the
company’s data protection policies, for handling information assets and systems to
ensure that we meet legal obligations, protect our reputation, and protect our
investment in proprietary information.
Safeguarding Intellectual Property
MBMR has valuable assets in its intellectual property as well as the intellectual
property it represents or is licensed to use in its business. Intellectual property
includes patents, copyrights, trade secrets, and trademarks. New ideas or inventions
may be protected through a formal patent, or as trade secrets. A trade secret is any
information that is sufficiently valuable and secret that it gives us an actual or
potential advantage over others. A copyright is a right that prevents others from
copying artistic, literary, and other works such as photographs, music, articles, and
computer programs.
It is the policy of the Company to secure and protect its intellectual property rights,
and to take appropriate action against any individual or group making unauthorized
use of our rights. Just as we expect others to respect our intellectual property rights,
we are committed to respecting the intellectual property rights of others.
To protect the value and recognition of the company’s trademarks and brand, we
have established guidelines that specify how and when they may be used.
We must follow these guidelines whenever we use our company’s or licensed
trademarks and brands, whether in internal and external communications or in
materials
prepared
by
third
parties,
such
as
advertising
agencies
and
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marketing/public relations consultants.
Representing MBMR
The value of our reputation and good name must be upheld whenever we represent
our company. On occasion, MBMR may request individuals to act as an employee,
officer, director, partner, consultant, representative, agent, or adviser of another
entity. In those cases, an employee should discuss the situation with the direct
manager.
In other cases, such as when speaking on business or technical topics in a public
setting or posting on the Internet – including through social media applications and
websites – you must make it clear that you are expressing your own views and not
those of our company, unless you are speaking as an authorized representative of
the company.
You must carefully follow special rules of conduct if you participate in or take a
leadership position with an industry trade association, to avoid antitrust violations.
Asking Questions and Reporting Concerns
Each employee is responsible for reading, understanding, and following the Code.
Anyone who violates the Code is subject to discipline, up to and including termination
of employment. Anyone who violates the law may also be subject to civil and criminal
penalties.
To help our company conduct business with uncompromising integrity and
professionalism, every employee has the duty to report possible violations of the law,
the Code, and other company guidelines.
Ways to Seek Guidance and Report Concerns
Because the Code cannot address every situation, you will need to seek guidance
whenever unsure of the correct course of action. There are many ways to ask
questions about the Code or raise issues.
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All employees of the MBMR Group are encouraged to ask questions or raise
concerns with their direct manager or internal groups who specialize in handling such
questions or issues, including Human Resources, Internal Audit, and Legal as soon
as possible after they arise.
Non-Retaliation Policy
We do not tolerate any retaliation against anyone who in good faith reports possible
violations of law, the Code, or other company guidelines, or who asks questions
about on-going or proposed conduct. Employees who attempt to retaliate will be
disciplined.
Employees who believe they have experienced retaliation for reporting possible
violations should contact Legal.
Approvals and Waivers
The Code sets out expectations for our company’s conduct. When certain situations
require permission from management or another person before taking action, you
need to raise the issue promptly to allow enough time for the necessary review and
approval.
In a particular circumstance we may find it appropriate to waive a provision of the
Code. To seek a waiver, speak with a manager, who will consider the request in
consultation with others, such as Internal Audit, Legal or Human Resources.
Directors and executive officers who seek a waiver should address the Board of
Directors or a designated committee of the Board. We disclose such waivers for
directors and executive officers to the extent and in the manner required by law,
regulation, or the stock exchange listing standard.
Reminders
The Code serves as our guide for conducting business with integrity. It is not an
employment contract and confers no rights relating to employment.
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The Code is not a complete list of company guidelines. You are expected to know
and comply with all company guidelines related to your job. Violation of these other
guidelines may also result in discipline, up to and including termination of
employment.
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