The Board of Directors of Googolplex Holdings Berhad, hereby establishes its Code of Conduct to provide guidance to its members regarding ethical and behavioral considerations and/or actions as they address their duties and obligations during their appointment.
CODE OF CONDUCT
- Board members shall act with integrity and in an ethical and professional manner in their interactions with each other
- Board members shall use proper care and exercise independent professional judgement in the performance of their duties
- Board members shall maintain confidentiality about all matters that are considered in closed meetings
- Board members shall exercise due diligence to avoid breaches of duty via negligence, intentional action or omission, and unauthorized communications with individuals trying to influence by improper means or seeking to receive personal gains through Board decisions.
STANDARDS OF CONDUCT
- Board members shall not engage in conduct that would compromise, discredit, or diminish the integrity of the Board
- Board members will respectfully consider the opinions of others during deliberations, strive for integration of viewpoints or consensus building in decision-making, and will respect the corporate judgement of the Board in regards to its decision.
- Board members will refrain from using Board meetings to advance their personal agenda.
- A Board member shall not solicit or receive a gift or favor from any person, company, or organization, or from any intermediary interest, that may compromise or appear to compromise the independent judgment of the member regarding his or her obligations to the Board.
- Social amenities customarily associated with legitimate business relationships are permissible. These include the usual forms of entertainment such as lunches or dinners as well as occasional gifts of modest value.
CONFLICT OF INTEREST
- The Board of directors must act at all times in the best interests of the Company and not for personal or third-party gain or financial enrichment.
- When encountering potential conflicts of interest, board members will identify the conflict and as required abstain themselves from all discussion and voting on the matter.
USE OF NON-PUBLIC INFORMATION AND DISCLOSURE
- A Board member who knows important information about the Company that has not been disclosed to the public must keep such information confidential. Board members shall maintain the confidentiality of any non-public information learned in the performance of their duties on behalf of the Company, except when disclosure is authorized or legally mandated.
USE OF COMPANY FUNDS, ASSETS AND INFORMATION
- A Board member shall protect the Company's funds, assets and information and shall not use the Company funds, assets and information to pursue personal opportunities or gain.
- No Company funds, assets or information shall be used for any unlawful purpose
- No undisclosed or unrecorded fund or asset shall be established for any purpose.
REVIEW OF THE CODE OF ETHICS AND CONDUCT
- The Board will monitor compliance with the Code of Ethics and Conduct and review it regularly to ensure that it continues to remain relevant and appropriate.