Board Charter

Overview
Authority
Board Structure
Role And Responsibilities Of Board
Board Processes
Review Of Board Charter

Business Code of Conduct

Core Values
Introduction
Code of Conduct
General Information

Whistle Blowing

Board Charter

Board Charter

Business Code of Conduct

Whistle Blowing

Board Charter

Overview

The Board of Directors ("the Board") of Innity Corporation Berhad.("the Company") collectively leads and is responsible for the success of the Company and its subsidiary and associate companies ("the Group") by providing entrepreneurial leadership and direction as well as supervision of the management. The Board is the ultimate decision making body.

The Board Charter governs how the Company conducts its affairs and sets out the composition, roles and responsibilities of the Board.

The Board Charter has been adopted by and is applicable to all Directors of the Company and, amongst other things, provides that all Directors must avoid conflicts of interest between their private financial activities and their part in the conduct of company business.

authority

The Board derives its authority to act from the Memorandum and Articles of Association of the Company and the law and regulations governing companies in Malaysia.

Board Structure

Board Balance and Mix:

  • The number of directors shall be not less than 2 but not more than 10 as set out in the Company's Articles of Association.
  • In accordance with the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company must ensure that at least 2 directors or 1/3 of the board of directors of the Company, whichever is the higher, are independent directors. If the number of directors of the Company is not 3 or a multiple of 3, then the number nearest 1/3 must be used.

Tenure of Directors:

  • Pursuant to the Company's Articles of Association, an election of directors takes place subsequent to their appointment each year where 1/3 of the directors or if their number is not 3 or a multiple of 3, then the number nearest to 1/3, shall retire by rotation from office and shall be eligible for re-election at each annual general meeting and that each director shall retire from office at least once in every 3 years and shall be eligible for re-election.
  • The directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became directors on the same day those to retire (unless they otherwise agree among themselves) be determined by lot.
  • An Independent Director who has served 9 (nine) years as a Board member can only be re-appointed upon approval by the shareholders at the Annual General Meeting.

Company Secretary:

  • The appointment and removal of the Company Secretary is a matter for the Board as a whole. The aboard recognises the fact that the Company Secretary should be suitable, qualified and capable of carrying out the duties required.

Board Committee:

  • As part of its efforts to ensure the effective discharge of its duties, the Board has delegated certain functions to certain Committees with each operating within it is clearly defined terms of reference. The Chairman of the various Committees will report to the Board on the outcome of the Committee meetings.
  • The Board has established the following Committees to assist the Board in the execution of its duties:
    1. Audit and Risk Committee
    2. Remuneration Committee
    3. Nomination Committee
  • The Chairman of the relevant Board Committees will report to the Board on the key issues deliberated by the Board Committees at the Board meetings.

The Board's Relationship with Shareholders:

  • The Board will maintain an effective communications policy that enables both the Board and Management to communicate effectively with shareholders and the general public.
  • The Board will maintain an effective communications policy that enables both the Board and Management to communicate effectively with shareholders and the general public.

Role and Responsibilities of Board

Role of Board:

  • The functions of the Board are to:
    1. monitor the compliance with all relevant statutory and legal obligations.
    2. review and set the Group's strategic plan and direction and ensure that resources are available to meet its objectives.
    3. supervise the operations of the Group to evaluate whether established targets are achieved.
    4. identify principal risks and ensure the implementation of appropriate systems to manage these risks.
    5. promote better investor relations and shareholder communications.
    6. ensure that the Group's core values, vision and mission and shareholders' interests are met.
    7. review the adequacy and the integrity of the Group's internal control systems including systems for compliance with applicable laws, regulations, rules, directives and guidelines.
    8. establish such committees, policies and procedures to effectively discharge the Board's roles and responsibilities.
    9. initiate a Board self-evaluation program and follow-up action to deal with issues arising and arrange for directors to attend courses, seminars and participate in development programs as the Board judges as appropriate.
    10. ensure that the Company has appropriate corporate governance structures in place including standards of ethical behaviour and promoting a culture of corporate responsibility.

Role of Chairman and Managing Director:

  • The roles of the Chairman and Managing Director are strictly separated.
  • The Chairman is responsible for:
    1. leadership of the Board.
    2. overseeing the effective discharge of the Board's supervisory role.
    3. overseeing the effective discharge of the Board's supervisory role.
    4. overseeing the effective discharge of the Board's supervisory role.
    5. overseeing the effective discharge of the Board's supervisory role.
    6. scheduling regular and effective evaluations of the Board's performance.
    7. promoting constructive and respectful relations between Board members and between the Board and the Management.
  • The Managing Director is responsible for:
    1. strategic business direction, plans and policies of the Group.
    2. the efficient and effective operation of the Group.
    3. day-to-day management of the Group with all powers, discretions and delegations authorised, from time to time, by the Board.
    4. bringing material matters to the attention of the Board in an accurate and timely manner.

Role of Committees:

  • The roles and responsibilities of Audit, Remuneration, Nomination and Risk Management Committees are set out in the terms and reference of each Committee.

Board Processes

Board Meetings:

  • Meetings will be conducted on a quarterly basis. The Company Secretary will prepare and circulate notices and timetables for all required to attend the meeting.
  • The quorum of Board meeting is 2 members, present in person.
  • Proceedings of all meetings are minuted and signed by the Chairman of the meeting. Minutes of all Board meetings are circulated to the directors and approved by the Board at the subsequent meeting. Directors' Circular Resolutions approved by majority of the directors are as valid and effective as if the resolutions had been passed at the meeting of the directors. The resolutions are to be recorded in the Company's minutes book kept by the Company Secretary.
  • Actions on all matters arising from any meeting are reported at the following meeting.
  • The Board may invite external parties such as auditors (both internal and/or external auditors), solicitors or consultants as and when the need arises. Such invited parties may attend part or all of the Board Meeting at the discretion of the Board

Notices and Meeting Papers:

  • The notice of Board meetings shall be issued at least seven (7) days prior to the meeting.
  • As a best practice and allow ample time for Directors to study and evaluate the matters to be discussed and subsequently make effective decisions, the Board paper and agenda items shall be circulated at least seven (7) days prior to the meeting.
  • Minutes prepared following the Board meeting will be circulated in draft form. The draft minutes will be re-circulated with the Board papers in readiness for signing at the following meeting. Issues discussed in arriving at each Board's decision shall be recorded.

Access to Information:

  • The Directors have unrestricted access to the advice and services of the Company Secretary and Senior Management staff in the Group and may obtain independent professional advice at the Company's expense in the furtherance of their duties.
  • The Directors acknowledge that confidential information received in the course of exercise of the Board duties remains the property of the Group, whether it relates to the Group or another entity. It will not be disclosed unless either the Chairman of the Board has so authorized in writing or disclosure is required by law.

Directors' Training:

  • The Directors are regularly updated by the Company Secretaries on new statutory, corporate and regulatory developments relating to Directors' duties and responsibilities or the discharge of their duties as Directors of the Company.
  • To improve their skills, Directors are encouraged to attend the relevant training at the company's expense.

review of Board Charter

The Board Charter shall be reviewed by the Board as and when required to ensure its relevance in assisting the Board to discharge its duties with the changes in the corporate laws and regulations that may arise from time to time and to remains consistent with the Board's objectives and responsibilities.

Overview

The Board of Directors ("the Board") of Innity Corporation Berhad.("the Company") collectively leads and is responsible for the success of the Company and its subsidiary and associate companies ("the Group") by providing entrepreneurial leadership and direction as well as supervision of the management. The Board is the ultimate decision making body.

The Board Charter governs how the Company conducts its affairs and sets out the composition, roles and responsibilities of the Board.

The Board Charter has been adopted by and is applicable to all Directors of the Company and, amongst other things, provides that all Directors must avoid conflicts of interest between their private financial activities and their part in the conduct of company business.

authority

The Board derives its authority to act from the Memorandum and Articles of Association of the Company and the law and regulations governing companies in Malaysia.

Board Structure

Board Balance and Mix:

  • The number of directors shall be not less than 2 but not more than 10 as set out in the Company's Articles of Association.
  • In accordance with the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company must ensure that at least 2 directors or 1/3 of the board of directors of the Company, whichever is the higher, are independent directors. If the number of directors of the Company is not 3 or a multiple of 3, then the number nearest 1/3 must be used.

Tenure of Directors:

  • Pursuant to the Company's Articles of Association, an election of directors takes place subsequent to their appointment each year where 1/3 of the directors or if their number is not 3 or a multiple of 3, then the number nearest to 1/3, shall retire by rotation from office and shall be eligible for re-election at each annual general meeting and that each director shall retire from office at least once in every 3 years and shall be eligible for re-election.
  • The directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became directors on the same day those to retire (unless they otherwise agree among themselves) be determined by lot.
  • An Independent Director who has served 9 (nine) years as a Board member can only be re-appointed upon approval by the shareholders at the Annual General Meeting.

Company Secretary:

  • The appointment and removal of the Company Secretary is a matter for the Board as a whole. The aboard recognises the fact that the Company Secretary should be suitable, qualified and capable of carrying out the duties required.

Board Committee:

  • As part of its efforts to ensure the effective discharge of its duties, the Board has delegated certain functions to certain Committees with each operating within it is clearly defined terms of reference. The Chairman of the various Committees will report to the Board on the outcome of the Committee meetings.
  • The Board has established the following Committees to assist the Board in the execution of its duties:
    1. Audit and Risk Committee
    2. Remuneration Committee
    3. Nomination Committee
  • The Chairman of the relevant Board Committees will report to the Board on the key issues deliberated by the Board Committees at the Board meetings.

The Board's Relationship with Shareholders:

  • The Board will maintain an effective communications policy that enables both the Board and Management to communicate effectively with shareholders and the general public.
  • The Board will maintain an effective communications policy that enables both the Board and Management to communicate effectively with shareholders and the general public.

Role and Responsibilities of Board

Role of Board:

  • The functions of the Board are to:
    1. monitor the compliance with all relevant statutory and legal obligations.
    2. review and set the Group's strategic plan and direction and ensure that resources are available to meet its objectives.
    3. supervise the operations of the Group to evaluate whether established targets are achieved.
    4. identify principal risks and ensure the implementation of appropriate systems to manage these risks.
    5. promote better investor relations and shareholder communications.
    6. ensure that the Group's core values, vision and mission and shareholders' interests are met.
    7. review the adequacy and the integrity of the Group's internal control systems including systems for compliance with applicable laws, regulations, rules, directives and guidelines.
    8. establish such committees, policies and procedures to effectively discharge the Board's roles and responsibilities.
    9. initiate a Board self-evaluation program and follow-up action to deal with issues arising and arrange for directors to attend courses, seminars and participate in development programs as the Board judges as appropriate.
    10. ensure that the Company has appropriate corporate governance structures in place including standards of ethical behaviour and promoting a culture of corporate responsibility.

Role of Chairman and Managing Director:

  • The roles of the Chairman and Managing Director are strictly separated.
  • The Chairman is responsible for:
    1. leadership of the Board.
    2. overseeing the effective discharge of the Board's supervisory role.
    3. overseeing the effective discharge of the Board's supervisory role.
    4. overseeing the effective discharge of the Board's supervisory role.
    5. overseeing the effective discharge of the Board's supervisory role.
    6. scheduling regular and effective evaluations of the Board's performance.
    7. promoting constructive and respectful relations between Board members and between the Board and the Management.
  • The Managing Director is responsible for:
    1. strategic business direction, plans and policies of the Group.
    2. the efficient and effective operation of the Group.
    3. day-to-day management of the Group with all powers, discretions and delegations authorised, from time to time, by the Board.
    4. bringing material matters to the attention of the Board in an accurate and timely manner.

Role of Committees:

  • The roles and responsibilities of Audit, Remuneration, Nomination and Risk Management Committees are set out in the terms and reference of each Committee.

Board Processes

Board Meetings:

  • Meetings will be conducted on a quarterly basis. The Company Secretary will prepare and circulate notices and timetables for all required to attend the meeting.
  • The quorum of Board meeting is 2 members, present in person.
  • Proceedings of all meetings are minuted and signed by the Chairman of the meeting. Minutes of all Board meetings are circulated to the directors and approved by the Board at the subsequent meeting. Directors' Circular Resolutions approved by majority of the directors are as valid and effective as if the resolutions had been passed at the meeting of the directors. The resolutions are to be recorded in the Company's minutes book kept by the Company Secretary.
  • Actions on all matters arising from any meeting are reported at the following meeting.
  • The Board may invite external parties such as auditors (both internal and/or external auditors), solicitors or consultants as and when the need arises. Such invited parties may attend part or all of the Board Meeting at the discretion of the Board

Notices and Meeting Papers:

  • The notice of Board meetings shall be issued at least seven (7) days prior to the meeting.
  • As a best practice and allow ample time for Directors to study and evaluate the matters to be discussed and subsequently make effective decisions, the Board paper and agenda items shall be circulated at least seven (7) days prior to the meeting.
  • Minutes prepared following the Board meeting will be circulated in draft form. The draft minutes will be re-circulated with the Board papers in readiness for signing at the following meeting. Issues discussed in arriving at each Board's decision shall be recorded.

Access to Information:

  • The Directors have unrestricted access to the advice and services of the Company Secretary and Senior Management staff in the Group and may obtain independent professional advice at the Company's expense in the furtherance of their duties.
  • The Directors acknowledge that confidential information received in the course of exercise of the Board duties remains the property of the Group, whether it relates to the Group or another entity. It will not be disclosed unless either the Chairman of the Board has so authorized in writing or disclosure is required by law.

Directors' Training:

  • The Directors are regularly updated by the Company Secretaries on new statutory, corporate and regulatory developments relating to Directors' duties and responsibilities or the discharge of their duties as Directors of the Company.
  • To improve their skills, Directors are encouraged to attend the relevant training at the company's expense.

review of Board Charter

The Board Charter shall be reviewed by the Board as and when required to ensure its relevance in assisting the Board to discharge its duties with the changes in the corporate laws and regulations that may arise from time to time and to remains consistent with the Board's objectives and responsibilities.

Business Code of Conduct

Business Code of Conduct

Ethics & Compliance Guide

Innity Core Values

Integrity

We believe integrity is the foundation of our individual and corporate actions that drives an organization of which we are proud.

Teamwork

We believe teamwork leverages our individual strengths.

Learning

We believe a learning environment is the way to achieve the full potential of each individual and the company.

Performance

We believe performance excellence will drive the results that differentiate us from our competitors.

The Code of Conduct focuses on our people. Why? The reason is simple. Our Company is more than the wholeof its assets, operations and policies. Most importantly, our employees are the indispensable ingredientthat holds Innity together, creates its reputation, and ensures its progress and success.

Introduction

Our Code of Conduct has been adopted by the Company’s Board of Directors and constitutes the Company’s primary behaviour guide for all Innity employees. It incorporates our basic standards of ethical legal behavior. It provides emphasis to our commitment, as a corporate family, to ethics and compliance with the law. It alerts employees to critical issues, which require consideration and caution. The Code of Conduct is also designed as a preventive tool – to help prevent and detect violations of the Company’s policies and the law.

The Code of Conduct does not have answers for every situation or dilemma that we may confront. It does provide substantial guidance concerning acceptable behaviour and assistance with various ethical and legal issues.

Ethical behaviour is not always easy to define. However, fairness, honesty, respect and trust (which are inherent in our Core Values of Integrity, Learning, Performance and Teamwork) are the principal characteristics of ethical behaviour. For all of us as employees, the basic requirement is that we conduct ourselves in a responsible manner. Good corporate citizenship requires that we do what is right.

Innity recognizes that its two most important assets are its employees and its integrity. These assets are inseparable. With the objective of attaining the highest standard of business ethics, Innity is dedicated to fostering an environment that is conducive to the achievement of the full potential of each employee. This environment is one where dialogue is fostered through self-expression based on responsible opinions, attitudes and concerns and ensures that proper channels of communication exist to allow such expressions to generate a proper management response.

As you read this Code of Conduct you should bear in mind the following:

  1. Ethical behaviour and compliance with the law are conditions of employment. Even “well intentioned” actions that violate the Code of Conduct, other Company policies or the law will result in appropriate disciplinary action, including termination. For example, if an employee suspects that an action is wrong, but pursues that action because he or she believes that the revenue or profit outweighs corporate policy or applicable laws then he or she will be subject to discipline. New employees are required to sign a statement indicating that they have read, understand, and will comply with the Code of Conduct. Employees are periodically asked to reaffirm their compliance with the Code of Conduct.
  2. Ethical behaviour and compliance with the law are conditions of employment. Even “well intentioned” actions that violate the Code of Conduct, other Company policies or the law will result in appropriate disciplinary action, including termination. For example, if an employee suspects that an action is wrong, but pursues that action because he or she believes that the revenue or profit outweighs corporate policy or applicable laws then he or she will be subject to discipline. New employees are required to sign a statement indicating that they have read, understand, and will comply with the Code of Conduct. Employees are periodically asked to reaffirm their compliance with the Code of Conduct.
  3. The Company’s Board of Directors and its management are committed to the principles expressed in this Code of Conduct, and all of us must conduct ourselves in conformance with this Code of Conduct.
  4. We must all work together to maintain Innity’s reputation for integrity. All employees are expected to act in the best interest of the Company and to promote and protect the good name and reputation of Innity. Our Code of Conduct provides us with a better understanding of the principles that must govern all of our business activities.

The laws and regulations applicable to the matters addressed in this Code of Conduct (e.g., antiboycott, employment, labour, safety and securities laws) are complex, subject to frequent changes and vary from country to country. For this reason, the Company encourages its employees to seek appropriate advice if they have any doubt regarding the lawfulness or appropriateness of any proposed action.

Code of Conduct

Communications

Innity is committed to conducting business in an open and honest manner. All communications, whether internal or external, should be accurate and forthright.

The Company will provide accurate information when promoting its products and services. Misleading, false or exaggerated claims concerning our products and services, or those of our competitors are unacceptable. These same principles must be adhered to when responding to inquiries from customers, fellow employees, the media and regulatory agencies.

The publication or circulation, either internally or externally, of any oral or written statement that is false, derogatory, malicious or defamatory of any other person and in particular Innity’s competitors, is prohibited.

The Company is also committed to fostering an environment where personnel records and medical files are treated with the same respect and confidentiality given to the Company’s and our customers’ records. Innity will only collect, use and disclose employee information on a business need-to-know basis in conformance with applicable regulations or when required by law or court order. This policy also applies to former employees.

The Company has issued and will issue, from time to time, other policies and directives with regard to communications, including the use of Company electronic communications systems. Employees are expected to be familiar with and observe all such policies and directives.

Employment practices

Employees constitute our most indispensable asset. The Company recognized that the inherent value of this asset is reflected in the ability, integrity, knowledge and talent of its employees. To recruit and retain the high-caliber employees that reflect these values, the Company’s guiding principle will be to:

  • Provide an environment where employees will adhere to our Code of Conduct and conduct themselves with fairness, honesty, integrity and professionalism in the performance of their functions and in all of their business relationships (treating one another with respect and professionalism is not just good business – in certain instances, these basic tenets of interpersonal behaviour are a matter of law);
  • Provide equal opportunity for all in recruiting, hiring, developing, promoting and compensating without regard to age, colour, disability unrelated to job performance, gender, national origin, race, religion, sexual orientation or any other basis that is protected under applicable law; and
  • Maintain a professional, safe and discrimination-free work environment, i.e., an environment where mutual respect is the absolute minimum of behaviour expected from everyone.

It is the Company’s policy to hire, evaluate and promote employees on the basis of their ability, achievements, experience and performance. Management will promote an environment where merit is the sole predicate for advancement.

Ethnic, racial, religious, sexual or any other type of harassment is unacceptable. An example of unacceptable practices in this regard is the use of the electronic mail system to receive or disseminate correspondence or materials that are sexually offensive, disparaging of others on the basis of age, creed, disability, gender, national origin, race, religion, sexual orientation, or which are false, derogatory to or maliciously critical of others.

In order to provide an environment that is conducive to productivity and personal growth, the Company prohibits sexual harassment of any kind, whether the harasser or the victim is a co-worker, supervisor, agent, customer, guest or vendor. Inappropriate or unwelcome sexual behaviour, either physical or verbal in nature, interferes with and obstructs performance in the workplace, violates Company policy and may constitute sexual harassment, which is against the law in some jurisdictions where we operate. The Company’s policy also prohibits retaliation against anyone who has made a harassment complaint.

If an employee believes he or she has experienced, learned of or witnessed harassment, the employee must immediately notify a Human Resources representative or a supervisor. The Company will promptly investigate each complaint and remedy the situation when a violation of Company policy has occurred.

The laws affecting employment practices are complex and constantly evolving. Therefore, it is critical that each supervisor maintain awareness of the Company’s employment policies by seeking appropriate advice of those within the Company who are responsible for keeping abreast of such legal developments or employment policies, i.e., the appropriate Human Resources representatives or Innity’s Legal Counsel.

Conflicts of interest

Employees must not engage in, or give the appearance of engaging in any activity involving a conflict, or reasonably foreseeable conflict, between personal interests and those of the Company. There must be no divided allegiances between employees, officers and directors and the Company. Therefore, any outside employment or outside business involvement by a Company employee must be made known by the employee to his or her supervisor.

The following examples are illustrative of situations to avoid:

  • Undisclosed participation by an employee, officer or director, or a family member in a business transaction involving the Company and another entity or an individual with whom the employee, officer or director (or his or her family) has a financial relationship;
  • The use for personal gain by employees, officers or directors (or their family members) of any confidential or proprietary information obtained as a result of their relationship with the Company, e.g., unauthorised use of confidential or proprietary information, including patents, trademarks or unpublished “inside” business information;
  • The supervision by an employee of a family member, romantic interest or co-habitant, the latter being Company employees, where the former has discretionary authority with regard to, among other things, compensation and promotions;
  • The direct or indirect financial interest in any business organization with an Innity vendor or competitor where the employee, officer or director has the ability to influence the decision with respect to the Company’s business (e.g., the vendor or competitor is owned, managed or controlled by a family member, close friend or co-habitant);
  • The misappropriation of business opportunities or potential business opportunities by an employee, officer or director;
  • An employee having an outside business or other interests which interfere(s) with the employee’s ability to perform his or her Company duties;
  • Conducting personal business or Company time or using Company facilities and equipment therefore; or
  • Undisclosed employee ownership of in excess of five percent (5%) of the securities of a publicly traded company.

The foregoing is a non-exclusive set of examples. The key to the successful resolution of any Conflict of Interest situation is prior disclosure. Any employee, office or director of the Company having any doubts as to whether a particular set of circumstances constitutes an impermissible conflict of interest should seek appropriate advice and clearance from his or her supervisor before the fact. In case of any doubt, the supervisor should seek appropriate assistance from the relevant officer.

The Company attaches as much significance to its employees’ avoidance of the appearance of irregularity as it does to actual instances of conflict of interest. Perceptions can be just as damaging to the affected employee’s or the Company’s reputation as the reality of a conflict of interest

The Company may periodically ask employees to submit a formal declaration with regard to possible conflicts of interest. Providing timely, candid responses in such declarations is a condition of continuing employment. All such declarations and other information reported by employees relating to conflict of interest shall be maintained by the Company on a confidential basis, unless otherwise required to disclose by law or court order.

Financial integrity

Management, shareholders, creditors, our colleagues and government entities rely upon the accuracy of the Company’s accounting records. It is therefore imperative that the accounting records and reports produced or derived from those records, be maintained and presented in accordance with the laws and regulations in each applicable jurisdiction. Those records must accurately and fairly reflect in reasonable detail the assets, liabilities, expenses and revenues of the Company.

The responsibility for ensuring that false or intentionally misleading entries are not made in the Company’s accounting records resides not only with finance and audit personnel but also with all other employees.

False and misleading accounting records, transactions, books and reports are strictly prohibited. Maintaining secret or unrecorded Company funds or bank accounts are also strictly prohibited. All Company records must be truthful and accurate.

No intentional misclassification of transactions as to accounts, business units or accounting periods are permitted and accurate documentation in reasonable detail must support all transactions. This applies to all transactions, large or small. Thus, the preparation of expense reports and time sheets, the posting of sales and marketing data, and the recording of significant capital improvements or investments require the same degree of accuracy and transparency.

Entertainment, favours and gifts

Innity is committed to the development of durable and long-term relationship with customers, communities in which the Company operates, shareholders and vendors. Our integrity and good name is fundamental to the creation of such relationships.

As a general rule, employees must not accept anything from third parties that may influence the business decisions they make on behalf of the Company. The exchange of social amenities (i.e., business lunches, dinners or entertainment) between Company employees and third parties is acceptable when reasonably related to a clear business purpose and within bounds of good taste and what is customary in a normal business relationship. However, any entertainment, favour or gift that is too repetitive or carries a perception of influence or obligation for the giver or the recipient is inappropriate. The appearance of impropriety must be avoided.

Misuse of company assets

As employees of Innity each one of us is a steward of its assets. As such, employees have the obligation to (a) protect and preserve the Company’s assets and resources and (b) assist the Company in its efforts to control costs.

Company assets include, but are not limited to, such things as electronic mail, computer systems, documents, equipment, facilities, information, the Company’s logo and name, materials and supplies. Any use of these assets for purposes other than the discharge of Company business is to be avoided. Moreover, the use of the Company’s assets and resources for personal financial gain is strictly prohibited.

All Company employees are required to respect the Company’s confidential and proprietary information and trade secrets. A trade secret is generally defined as any type of information that the Company maintains as confidential and that provides the Company with an opportunity to obtain an advantage over its competitors that do not know or use such information. This can include inventions, business information, technical information and computer programs.

Unless an appropriate officer of the Company authorizes in writing the release or disclosure of Company confidential, proprietary, or trade secret information, employees shall not make any such disclosure. Additionally, the Company absolutely forbids the use or disclosure of any non-Company confidential, proprietary, or trade secret information, including that which comes to you or the Company through legitimate channels, a previous employer, competitor or vendor, unless so authorized in writing by the owner of the information.

The use of Company assets and resources for anything other than the conduct of Company business (e.g., personal, community or charitable endeavors) requires express written authorization from a supervisor.

What constitutes misuse of Company assets and resources? How do we know if personal use of Company assets and resources crosses the line of reasonableness? The following examples are provided as illustrative of misuse and unreasonableness:

  • Use of Company facilities for personal gain;
  • The excessive use of the telephone or facsimile long-distance for personal purposes;
  • The routine taking of office supplies or equipment for personal consumption or use at home; and
  • The unauthorised copying of computer software programs.

Inside information and insider trading

Company policy and public securities exchanges establish strict guidelines for the use of material, non-public information (“inside information”) by employees, officers and directors. “Inside information” is generally defined as knowledge of Company business that has not been publicly disclosed and which may have an effect on the value of the Company securities (e.g., earning estimates, significant business investments, mergers, acquisitions and other developments, expansion or curtailment of operations and other activity of significance). “Material” inside information is confidential corporate information that would influence a reasonable person’s decision to buy, hold or sell the Company’s share or any other Company securities.

Accordingly, the Company requires all employees to strictly observe the following requirements:

  • All information about the Company not generally available to the public must be treated as confidential;
  • Employees receiving or having access to inside information are prohibited from trading in Innity securities for their benefit;
  • Employees must not disclose inside information to any other existing or potential investors in the Company, including spouses, relatives, friends, co-habitants or business associates; and
  • Employees who may have obtained inside information relating to publicly held companies (including clients, vendors and competitors), in connection with their employment at Innity, are prohibited from trading in securities of such companies.

The Company has established strict guidelines regarding inside information. These guidelines are contained in the Innity Securities Trading and Disclosure Policy, which may be found on the Company’s Website under the heading of Company Policies, Legal Compliance.

Competition and antitrust laws

The Company is committed to conducting its business in an open, vigorous and competitive fashion. Any activity that undermines this commitment is unacceptable and may also be illegal. Therefore, all purchases and sales must be predicated strictly on considerations of efficiency, price, service and suitability.

The Company’s policy is to comply with both the letter and the spirit of the antitrust laws and the competition laws of the countries where we operate. The Company expects every employee to comply with them fully. Violations of the law can result in severe penalties, including personal criminal liability.

Due to the complexity of antitrust laws it would be impossible to provide a detailed discussion of them in this Code of Conduct. However, the following examples illustrate practices that are prohibited:

  • Price fixing and bid rigging, i.e., agreements with competitors on prices to charge customers or potential customers;
  • The allocation of markets, whether geographically or otherwise, by competitors;
  • The fixing of production or production quotas by competitors;
  • The sharing of information by competitors about present and future pricing of services which they sell or intend to sell; and
  • The concerted refusal to deal with a customer. The Company has the right to unilaterally select the customers with whom it will do business. However, this right must be exercised alone without suggestion from competitors or other customers.

Substance abuse (alcohol and drugs)

It has been a long-standing policy of the Company to make every effort to provide its employees with a safe and productive work environment and to maintain the confidence of our other constituents, namely, customers, shareholders and vendors. To this end, the possession, purchase, sale, transfer, use or presence in one’s system of any illegal drugs or controlled substances (except drugs medically prescribed for the employee) by any employee while on Company premises, engaged in Company business is prohibited.

Similarly, the possession, purchase, sale, transfer or unauthorised use of alcohol in a Company facility or on Company premises is prohibited. The use or consumption of alcohol and drugs off the job or off the Company premises may also be the subject of disciplinary action if such use impairs the job performance of an employee, or endangers the health or safety of employees or the public.

Illegal drugs and controlled substances are defined as all forms of depressants, hallucinogens, narcotics, stimulants and other drugs whose possession, transfer or use is restricted or prohibited by law.

All Company entities, wherever located throughout the world, will abide by applicable laws and regulations relative to the possession, purchase, sale, transfer or use of alcohol and drugs.

Observance of our Code of Conduct

We expect everyone to observe the letter and the spirit of the Code of Conduct. Periodically, certain employees are required to complete and sign the Code of Conduct Questionnaire (the “Questionnaire”). Except where expressly prohibited by written law, the completion and return of the Questionnaire is a condition of employment. The Questionnaire contains an acknowledgement that the employee has read the Code of Conduct and complies with its requirements. The Questionnaire is sent annually to certain employees by the relevant officer on behalf of the Audit/Ethics Committee of the Board of Directors.

Any employee who violates our Code of Conduct, Company policies and procedures or the law, or knowingly permits a subordinate to do so, will be subject to disciplinary action up to and including termination, civil prosecution, or claims for damages or losses. Disciplinary action for violations will be applied consistently and fairly throughout the Company.

The Audit/Ethics Committee of the Board of Directors of the Company shall have oversight of the administration of our Code of Conduct and responsibility for the corporate compliance effort within the Company. At least once a year, the relevant officer shall inform the Audit/Ethics Committee about the Company’s corporate compliance activities and the occurrence of all significant events relating to the Code of Conduct.

General information

Reporting of violations and protection from retaliation

Any violation of this Code of Conduct causes harm to the Company, to fellow employees and ultimately to shareholders. Violation may result in physical injuries, the impairment of corporate assets, monetary losses, violations of the law, penalties and, in certain instances, such violations may result in irreparable injury to the reputation of Innity. For these reasons, employees are obligated to promptly report any concerns or problems or any actual or suspected violations of our Code of Conduct to the relevant officer.

The decision to report a concern or problem is not always easy. Nonetheless, the Company encourages employees to discuss their concerns and seek assistance, irrespective of the nature of the problem or how insignificant the problem may appear. The Company wants to ensure that employees seeking advice will receive prompt guidance before the fact, i.e., prior to engaging in conduct that may be in violation of the Code of Conduct.

No employee shall suffer retaliation in any form for reporting, in good faith, suspected violations of this Code of Conduct. Disciplinary action will be taken against anyone who retaliates directly or indirectly against any employee who reports an actual or suspected violation of the Company’s policies or the Company’s Code of Conduct. This policy applies even in those instances where the allegation appears ultimately groundless provided that the allegation was made in good faith.

Any employee who knowingly reports false or misleading information will, however, be subject to disciplinary action.

The Company will make every effort to safeguard the confidentiality of statements and other information reported by employees. Subject only to legal requirements or court order, the Company will also endeavor, when requested, to maintain the anonymity of employees reporting suspected violations in good faith.

Employee resources for reporting and asking questions

The appropriate Company personnel should be sought for advice whenever there are any questions or concerns about compliance with this Code of Conduct, Company policies and procedures, applicable laws; or in those instances when a suspected violation of the Code of Conduct needs to be reported; or there is a question as to the “right thing” to do under any given circumstances. If an employee is uncomfortable discussing the particular issue with his or her supervisor, or the supervisor does not answer the question or problem to the satisfaction of the employee, employee should contact the appropriate Human Resources representative for their region.

Definitions

Throughout the Code of Conduct, the terms “we”, “Innity” and “Company” are used interchangeably to refer to Innity incorporated and all of its affiliated companies in which Innity incorporated owns, directly or indirectly, more than fifty percent of the voting shares. The use of such terms as “we”, “Innity” or “Company” is for convenience only and is not intended as an accurate description of corporate or other legal relationships between or among Innity incorporated and its affiliates. Throughout this document, the phrase, “Code of Conduct” refers solely to the Innity Business Code of Conduct.

Application of the Code of Conduct

Innity expressly states that:

  • It reserves the right to unilaterally change at any time its policies, guidelines and related procedures;
  • Nothing contained in Innity’s policies or guidelines shall be construed or applied as binding interpretation or definition of the law or industry practice;
  • Nothing contained in the Code of Conduct or other publications of the Company is intended by the Company to be, nor shall it be construed as, an employment agreement; and
  • Any act by Innity’ employees in violation of the law or Innity’ policies are beyond the scope of such person’s authority and are not an act by or on behalf of Innity.

Whistle Blowing

Whistle-Blowing Policy

1. Introduction

All employees are encouraged to raise genuine concerns about possible improprieties in matters of financial reporting, compliance and other malpractices at the earliest opportunity, and in an appropriate way.

This policy is designed to:

  • Support the company’s value;
  • Ensure employees can raise concerns without fear of reprisals; and
  • Provide a transparent and confidential process for dealing with concerns.

This policy not only covers possible improprieties in matters of financial reporting, but also:

  • Fraud;
  • Corruption, bribery or blackmail;
  • Criminal offences;
  • Failure to comply with a legal or regulatory obligation;
  • Miscarriage of justice;
  • Endangerment of an individual’s health and safety; and
  • Concealment of any or a combination of the above.

2. Principles

The principles underpinning the policy are as follows:

  • All concerns raised will be treated fairly and properly;
  • The company will not tolerate harassment or victimization of anyone raising a genuine concern;
  • Any individual making a disclosure will retain anonymity unless the individual agrees otherwise;
  • The company will ensure that any individual raising a concern is aware of who is handling the matter; and
  • The company will ensure no one will be at risk of suffering some form of reprisal as a result of raising a concern even if the individual is mistaken. The company, however, does not extend this assurance to someone who maliciously raises a matter he / she knows is untrue.

3. Whistle-Blower Channel

If any employee believes reasonably and in good faith that malpractice exists in the work place, the employee should report this immediately to the line manager. However, if for any reason the employee is reluctant to do so, then the employee should report the concern via the following channels:

Name Audit Committee Board of Directors
En. Shamsul Ariffin Bin Mohd Nor Chairman Independent Non-Executive Director
En.Abd Malik Bin A Rahman Member Independent Non-Executive Director
Mr.Robert Lim Choon Sin Member Independent Non-Executive Director

Any report can be submitted confidentially via email to : innity.wb@gmail.com

The above-mentioned persons will provide the employee counseling advice. Your concerns will be reported to the company without revealing your identity.

Employees’ identities will not be disclosed without prior consent. Where concerns cannot be resolved without revealing the identity of the employee raising the concern (i.e. if the evidence is required in court), a dialogue will be carried out with the employee concerned as to whether and how the matter can be proceeded

4. Procedures: Initiation

All employees are encouraged to raise genuine concerns about impropriety at the earliest opportunity, and in an appropriate way. Conduct becomes reportable when it happens or when it is reasonably likely to occur.

As a first action, a whistle-blower should raise concerns using the method below:

  1. A report should be raised with the employee’s manager who will then notify the Audit Committee. This depends, however, on the seriousness and sensitivity of the issues involved and who is suspected of the misconduct. The manager must undertake to treat all allegations in a confidential and sensitive manner, as set out in this Policy.

    The manager notified:

    • Has the responsibility to ensure that concerns raised are taken seriously.
    • Where appropriate, should investigate properly and make an objective assessment of the concern.
    • Has the responsibility to ensure that the action necessary to resolve a concern is taken.
    • Must keep the employee advised of progress.

  2. However, if for some reason the whistle-blower does not feel comfortable to report through his or her manager, then he or she has the right to bypass the management structure and take his concerns directly to the Audit Committee.

Concerns must be raised in writing in email. The following information must be available in order for the Audit Committee to proceed with the investigation:

  1. Background of the individual initiating the allegation: Name, Department and Office (if he or she is an employee) or Name and Company of the individual and his or her relationship to Innity (if he or she is not an employee)
  2. Date(s), details and reasons why the individual is concerned about the conduct: While the individual is not expected to prove beyond doubt the truth of the allegation or provides supporting documents at the initiation stage, the individual needs to demonstrate that there are reasonable grounds for his / her concerns.

(Refer to Attachment 1 for sample format of report)

The individual may independently engage professional advice or guidance on how to pursue the matter before coming forth. The individual may have colleagues, friends or legal adviser present during any meetings or interview with the Audit Committee.

5. Procedures- Investigation & Follow-up

The Audit Committee is committed to investigate and address all cases of reported misconduct. The Audit Committee shall:

  1. Receive and filter complaints
  2. Determine actions to be taken
  3. Assign investigations
  4. Ensure closures and conclusion
  5. Report to the relevant authorities

The Audit Committee will ensure that the individual raising a concern is notified of the person (owner) who is handling the matter.

In order to protect individuals and those accused of misconduct, initial enquiries will be made to decide whether an investigation is appropriate and, if so, what form it should take. The concern raised may :

  1. Require immediate remedial action before the investigation is conducted or concluded.
  2. Be investigated internally by management, internal audit and independent inquiry or through a disciplinary process.
  3. Be referred to the Board of Directors for further action
  4. Be referred to law enforcement for criminal investigation

Based on the level of Severity, the Audit Committee shall determine the channel for investigation and follow-up action.

Severity Level Channel Findings to report to
1 Audit Committee Audit Committee
2 Delegated to Senior Management Audit Committeer

The members of the Senior Management shall be:

  • Executive Chairman
  • Group Managing Director
  • Executive Directors
  • Finance Director

The whistle-blower may seek follow-up information about an investigation of a report or any consequent action taken. Subject to legal limitation, the whistle-blower will be kept informed of the final outcome of the investigation.

6. Reports to the Board of Directors

The Audit Committee shall update the Board of Directors on the progress and conclusion of each investigation on a periodic basis.

If there are matters that require the Board’s attention immediately, the Audit Committee may request the Company Secretary to arrange for an ad-hoc meeting.

Innity Core Values

Integrity

We believe integrity is the foundation of our individual and corporate actions that drives an organization of which we are proud.

Teamwork

We believe teamwork leverages our individual strengths.

Learning

We believe a learning environment is the way to achieve the full potential of each individual and the company.

Performance

We believe performance excellence will drive the results that differentiate us from our competitors.

The Code of Conduct focuses on our people. Why? The reason is simple. Our Company is more than the wholeof its assets, operations and policies. Most importantly, our employees are the indispensable ingredientthat holds Innity together, creates its reputation, and ensures its progress and success.

Introduction

Our Code of Conduct has been adopted by the Company’s Board of Directors and constitutes the Company’s primary behaviour guide for all Innity employees. It incorporates our basic standards of ethical legal behavior. It provides emphasis to our commitment, as a corporate family, to ethics and compliance with the law. It alerts employees to critical issues, which require consideration and caution. The Code of Conduct is also designed as a preventive tool – to help prevent and detect violations of the Company’s policies and the law.

The Code of Conduct does not have answers for every situation or dilemma that we may confront. It does provide substantial guidance concerning acceptable behaviour and assistance with various ethical and legal issues.

Ethical behaviour is not always easy to define. However, fairness, honesty, respect and trust (which are inherent in our Core Values of Integrity, Learning, Performance and Teamwork) are the principal characteristics of ethical behaviour. For all of us as employees, the basic requirement is that we conduct ourselves in a responsible manner. Good corporate citizenship requires that we do what is right.

Innity recognizes that its two most important assets are its employees and its integrity. These assets are inseparable. With the objective of attaining the highest standard of business ethics, Innity is dedicated to fostering an environment that is conducive to the achievement of the full potential of each employee. This environment is one where dialogue is fostered through self-expression based on responsible opinions, attitudes and concerns and ensures that proper channels of communication exist to allow such expressions to generate a proper management response.

As you read this Code of Conduct you should bear in mind the following:

  1. Ethical behaviour and compliance with the law are conditions of employment. Even “well intentioned” actions that violate the Code of Conduct, other Company policies or the law will result in appropriate disciplinary action, including termination. For example, if an employee suspects that an action is wrong, but pursues that action because he or she believes that the revenue or profit outweighs corporate policy or applicable laws then he or she will be subject to discipline. New employees are required to sign a statement indicating that they have read, understand, and will comply with the Code of Conduct. Employees are periodically asked to reaffirm their compliance with the Code of Conduct.
  2. Ethical behaviour and compliance with the law are conditions of employment. Even “well intentioned” actions that violate the Code of Conduct, other Company policies or the law will result in appropriate disciplinary action, including termination. For example, if an employee suspects that an action is wrong, but pursues that action because he or she believes that the revenue or profit outweighs corporate policy or applicable laws then he or she will be subject to discipline. New employees are required to sign a statement indicating that they have read, understand, and will comply with the Code of Conduct. Employees are periodically asked to reaffirm their compliance with the Code of Conduct.
  3. The Company’s Board of Directors and its management are committed to the principles expressed in this Code of Conduct, and all of us must conduct ourselves in conformance with this Code of Conduct.
  4. We must all work together to maintain Innity’s reputation for integrity. All employees are expected to act in the best interest of the Company and to promote and protect the good name and reputation of Innity. Our Code of Conduct provides us with a better understanding of the principles that must govern all of our business activities.

The laws and regulations applicable to the matters addressed in this Code of Conduct (e.g., antiboycott, employment, labour, safety and securities laws) are complex, subject to frequent changes and vary from country to country. For this reason, the Company encourages its employees to seek appropriate advice if they have any doubt regarding the lawfulness or appropriateness of any proposed action.

Code of Conduct

Communications

Innity is committed to conducting business in an open and honest manner. All communications, whether internal or external, should be accurate and forthright.

The Company will provide accurate information when promoting its products and services. Misleading, false or exaggerated claims concerning our products and services, or those of our competitors are unacceptable. These same principles must be adhered to when responding to inquiries from customers, fellow employees, the media and regulatory agencies.

The publication or circulation, either internally or externally, of any oral or written statement that is false, derogatory, malicious or defamatory of any other person and in particular Innity’s competitors, is prohibited.

The Company is also committed to fostering an environment where personnel records and medical files are treated with the same respect and confidentiality given to the Company’s and our customers’ records. Innity will only collect, use and disclose employee information on a business need-to-know basis in conformance with applicable regulations or when required by law or court order. This policy also applies to former employees.

The Company has issued and will issue, from time to time, other policies and directives with regard to communications, including the use of Company electronic communications systems. Employees are expected to be familiar with and observe all such policies and directives.

Employment practices

Employees constitute our most indispensable asset. The Company recognized that the inherent value of this asset is reflected in the ability, integrity, knowledge and talent of its employees. To recruit and retain the high-caliber employees that reflect these values, the Company’s guiding principle will be to:

  • Provide an environment where employees will adhere to our Code of Conduct and conduct themselves with fairness, honesty, integrity and professionalism in the performance of their functions and in all of their business relationships (treating one another with respect and professionalism is not just good business – in certain instances, these basic tenets of interpersonal behaviour are a matter of law);
  • Provide equal opportunity for all in recruiting, hiring, developing, promoting and compensating without regard to age, colour, disability unrelated to job performance, gender, national origin, race, religion, sexual orientation or any other basis that is protected under applicable law; and
  • Maintain a professional, safe and discrimination-free work environment, i.e., an environment where mutual respect is the absolute minimum of behaviour expected from everyone.

It is the Company’s policy to hire, evaluate and promote employees on the basis of their ability, achievements, experience and performance. Management will promote an environment where merit is the sole predicate for advancement.

Ethnic, racial, religious, sexual or any other type of harassment is unacceptable. An example of unacceptable practices in this regard is the use of the electronic mail system to receive or disseminate correspondence or materials that are sexually offensive, disparaging of others on the basis of age, creed, disability, gender, national origin, race, religion, sexual orientation, or which are false, derogatory to or maliciously critical of others.

In order to provide an environment that is conducive to productivity and personal growth, the Company prohibits sexual harassment of any kind, whether the harasser or the victim is a co-worker, supervisor, agent, customer, guest or vendor. Inappropriate or unwelcome sexual behaviour, either physical or verbal in nature, interferes with and obstructs performance in the workplace, violates Company policy and may constitute sexual harassment, which is against the law in some jurisdictions where we operate. The Company’s policy also prohibits retaliation against anyone who has made a harassment complaint.

If an employee believes he or she has experienced, learned of or witnessed harassment, the employee must immediately notify a Human Resources representative or a supervisor. The Company will promptly investigate each complaint and remedy the situation when a violation of Company policy has occurred.

The laws affecting employment practices are complex and constantly evolving. Therefore, it is critical that each supervisor maintain awareness of the Company’s employment policies by seeking appropriate advice of those within the Company who are responsible for keeping abreast of such legal developments or employment policies, i.e., the appropriate Human Resources representatives or Innity’s Legal Counsel.

Conflicts of interest

Employees must not engage in, or give the appearance of engaging in any activity involving a conflict, or reasonably foreseeable conflict, between personal interests and those of the Company. There must be no divided allegiances between employees, officers and directors and the Company. Therefore, any outside employment or outside business involvement by a Company employee must be made known by the employee to his or her supervisor.

The following examples are illustrative of situations to avoid:

  • Undisclosed participation by an employee, officer or director, or a family member in a business transaction involving the Company and another entity or an individual with whom the employee, officer or director (or his or her family) has a financial relationship;
  • The use for personal gain by employees, officers or directors (or their family members) of any confidential or proprietary information obtained as a result of their relationship with the Company, e.g., unauthorised use of confidential or proprietary information, including patents, trademarks or unpublished “inside” business information;
  • The supervision by an employee of a family member, romantic interest or co-habitant, the latter being Company employees, where the former has discretionary authority with regard to, among other things, compensation and promotions;
  • The direct or indirect financial interest in any business organization with an Innity vendor or competitor where the employee, officer or director has the ability to influence the decision with respect to the Company’s business (e.g., the vendor or competitor is owned, managed or controlled by a family member, close friend or co-habitant);
  • The misappropriation of business opportunities or potential business opportunities by an employee, officer or director;
  • An employee having an outside business or other interests which interfere(s) with the employee’s ability to perform his or her Company duties;
  • Conducting personal business or Company time or using Company facilities and equipment therefore; or
  • Undisclosed employee ownership of in excess of five percent (5%) of the securities of a publicly traded company.

The foregoing is a non-exclusive set of examples. The key to the successful resolution of any Conflict of Interest situation is prior disclosure. Any employee, office or director of the Company having any doubts as to whether a particular set of circumstances constitutes an impermissible conflict of interest should seek appropriate advice and clearance from his or her supervisor before the fact. In case of any doubt, the supervisor should seek appropriate assistance from the relevant officer.

The Company attaches as much significance to its employees’ avoidance of the appearance of irregularity as it does to actual instances of conflict of interest. Perceptions can be just as damaging to the affected employee’s or the Company’s reputation as the reality of a conflict of interest

The Company may periodically ask employees to submit a formal declaration with regard to possible conflicts of interest. Providing timely, candid responses in such declarations is a condition of continuing employment. All such declarations and other information reported by employees relating to conflict of interest shall be maintained by the Company on a confidential basis, unless otherwise required to disclose by law or court order.

Financial integrity

Management, shareholders, creditors, our colleagues and government entities rely upon the accuracy of the Company’s accounting records. It is therefore imperative that the accounting records and reports produced or derived from those records, be maintained and presented in accordance with the laws and regulations in each applicable jurisdiction. Those records must accurately and fairly reflect in reasonable detail the assets, liabilities, expenses and revenues of the Company.

The responsibility for ensuring that false or intentionally misleading entries are not made in the Company’s accounting records resides not only with finance and audit personnel but also with all other employees.

False and misleading accounting records, transactions, books and reports are strictly prohibited. Maintaining secret or unrecorded Company funds or bank accounts are also strictly prohibited. All Company records must be truthful and accurate.

No intentional misclassification of transactions as to accounts, business units or accounting periods are permitted and accurate documentation in reasonable detail must support all transactions. This applies to all transactions, large or small. Thus, the preparation of expense reports and time sheets, the posting of sales and marketing data, and the recording of significant capital improvements or investments require the same degree of accuracy and transparency.

Entertainment, favours and gifts

Innity is committed to the development of durable and long-term relationship with customers, communities in which the Company operates, shareholders and vendors. Our integrity and good name is fundamental to the creation of such relationships.

As a general rule, employees must not accept anything from third parties that may influence the business decisions they make on behalf of the Company. The exchange of social amenities (i.e., business lunches, dinners or entertainment) between Company employees and third parties is acceptable when reasonably related to a clear business purpose and within bounds of good taste and what is customary in a normal business relationship. However, any entertainment, favour or gift that is too repetitive or carries a perception of influence or obligation for the giver or the recipient is inappropriate. The appearance of impropriety must be avoided.

Misuse of company assets

As employees of Innity each one of us is a steward of its assets. As such, employees have the obligation to (a) protect and preserve the Company’s assets and resources and (b) assist the Company in its efforts to control costs.

Company assets include, but are not limited to, such things as electronic mail, computer systems, documents, equipment, facilities, information, the Company’s logo and name, materials and supplies. Any use of these assets for purposes other than the discharge of Company business is to be avoided. Moreover, the use of the Company’s assets and resources for personal financial gain is strictly prohibited.

All Company employees are required to respect the Company’s confidential and proprietary information and trade secrets. A trade secret is generally defined as any type of information that the Company maintains as confidential and that provides the Company with an opportunity to obtain an advantage over its competitors that do not know or use such information. This can include inventions, business information, technical information and computer programs.

Unless an appropriate officer of the Company authorizes in writing the release or disclosure of Company confidential, proprietary, or trade secret information, employees shall not make any such disclosure. Additionally, the Company absolutely forbids the use or disclosure of any non-Company confidential, proprietary, or trade secret information, including that which comes to you or the Company through legitimate channels, a previous employer, competitor or vendor, unless so authorized in writing by the owner of the information.

The use of Company assets and resources for anything other than the conduct of Company business (e.g., personal, community or charitable endeavors) requires express written authorization from a supervisor.

What constitutes misuse of Company assets and resources? How do we know if personal use of Company assets and resources crosses the line of reasonableness? The following examples are provided as illustrative of misuse and unreasonableness:

  • Use of Company facilities for personal gain;
  • The excessive use of the telephone or facsimile long-distance for personal purposes;
  • The routine taking of office supplies or equipment for personal consumption or use at home; and
  • The unauthorised copying of computer software programs.

Inside information and insider trading

Company policy and public securities exchanges establish strict guidelines for the use of material, non-public information (“inside information”) by employees, officers and directors. “Inside information” is generally defined as knowledge of Company business that has not been publicly disclosed and which may have an effect on the value of the Company securities (e.g., earning estimates, significant business investments, mergers, acquisitions and other developments, expansion or curtailment of operations and other activity of significance). “Material” inside information is confidential corporate information that would influence a reasonable person’s decision to buy, hold or sell the Company’s share or any other Company securities.

Accordingly, the Company requires all employees to strictly observe the following requirements:

  • All information about the Company not generally available to the public must be treated as confidential;
  • Employees receiving or having access to inside information are prohibited from trading in Innity securities for their benefit;
  • Employees must not disclose inside information to any other existing or potential investors in the Company, including spouses, relatives, friends, co-habitants or business associates; and
  • Employees who may have obtained inside information relating to publicly held companies (including clients, vendors and competitors), in connection with their employment at Innity, are prohibited from trading in securities of such companies.

The Company has established strict guidelines regarding inside information. These guidelines are contained in the Innity Securities Trading and Disclosure Policy, which may be found on the Company’s Website under the heading of Company Policies, Legal Compliance.

Competition and antitrust laws

The Company is committed to conducting its business in an open, vigorous and competitive fashion. Any activity that undermines this commitment is unacceptable and may also be illegal. Therefore, all purchases and sales must be predicated strictly on considerations of efficiency, price, service and suitability.

The Company’s policy is to comply with both the letter and the spirit of the antitrust laws and the competition laws of the countries where we operate. The Company expects every employee to comply with them fully. Violations of the law can result in severe penalties, including personal criminal liability.

Due to the complexity of antitrust laws it would be impossible to provide a detailed discussion of them in this Code of Conduct. However, the following examples illustrate practices that are prohibited:

  • Price fixing and bid rigging, i.e., agreements with competitors on prices to charge customers or potential customers;
  • The allocation of markets, whether geographically or otherwise, by competitors;
  • The fixing of production or production quotas by competitors;
  • The sharing of information by competitors about present and future pricing of services which they sell or intend to sell; and
  • The concerted refusal to deal with a customer. The Company has the right to unilaterally select the customers with whom it will do business. However, this right must be exercised alone without suggestion from competitors or other customers.

Substance abuse (alcohol and drugs)

It has been a long-standing policy of the Company to make every effort to provide its employees with a safe and productive work environment and to maintain the confidence of our other constituents, namely, customers, shareholders and vendors. To this end, the possession, purchase, sale, transfer, use or presence in one’s system of any illegal drugs or controlled substances (except drugs medically prescribed for the employee) by any employee while on Company premises, engaged in Company business is prohibited.

Similarly, the possession, purchase, sale, transfer or unauthorised use of alcohol in a Company facility or on Company premises is prohibited. The use or consumption of alcohol and drugs off the job or off the Company premises may also be the subject of disciplinary action if such use impairs the job performance of an employee, or endangers the health or safety of employees or the public.

Illegal drugs and controlled substances are defined as all forms of depressants, hallucinogens, narcotics, stimulants and other drugs whose possession, transfer or use is restricted or prohibited by law.

All Company entities, wherever located throughout the world, will abide by applicable laws and regulations relative to the possession, purchase, sale, transfer or use of alcohol and drugs.

Observance of our Code of Conduct

We expect everyone to observe the letter and the spirit of the Code of Conduct. Periodically, certain employees are required to complete and sign the Code of Conduct Questionnaire (the “Questionnaire”). Except where expressly prohibited by written law, the completion and return of the Questionnaire is a condition of employment. The Questionnaire contains an acknowledgement that the employee has read the Code of Conduct and complies with its requirements. The Questionnaire is sent annually to certain employees by the relevant officer on behalf of the Audit/Ethics Committee of the Board of Directors.

Any employee who violates our Code of Conduct, Company policies and procedures or the law, or knowingly permits a subordinate to do so, will be subject to disciplinary action up to and including termination, civil prosecution, or claims for damages or losses. Disciplinary action for violations will be applied consistently and fairly throughout the Company.

The Audit/Ethics Committee of the Board of Directors of the Company shall have oversight of the administration of our Code of Conduct and responsibility for the corporate compliance effort within the Company. At least once a year, the relevant officer shall inform the Audit/Ethics Committee about the Company’s corporate compliance activities and the occurrence of all significant events relating to the Code of Conduct.

General information

Reporting of violations and protection from retaliation

Any violation of this Code of Conduct causes harm to the Company, to fellow employees and ultimately to shareholders. Violation may result in physical injuries, the impairment of corporate assets, monetary losses, violations of the law, penalties and, in certain instances, such violations may result in irreparable injury to the reputation of Innity. For these reasons, employees are obligated to promptly report any concerns or problems or any actual or suspected violations of our Code of Conduct to the relevant officer.

The decision to report a concern or problem is not always easy. Nonetheless, the Company encourages employees to discuss their concerns and seek assistance, irrespective of the nature of the problem or how insignificant the problem may appear. The Company wants to ensure that employees seeking advice will receive prompt guidance before the fact, i.e., prior to engaging in conduct that may be in violation of the Code of Conduct.

No employee shall suffer retaliation in any form for reporting, in good faith, suspected violations of this Code of Conduct. Disciplinary action will be taken against anyone who retaliates directly or indirectly against any employee who reports an actual or suspected violation of the Company’s policies or the Company’s Code of Conduct. This policy applies even in those instances where the allegation appears ultimately groundless provided that the allegation was made in good faith.

Any employee who knowingly reports false or misleading information will, however, be subject to disciplinary action.

The Company will make every effort to safeguard the confidentiality of statements and other information reported by employees. Subject only to legal requirements or court order, the Company will also endeavor, when requested, to maintain the anonymity of employees reporting suspected violations in good faith.

Employee resources for reporting and asking questions

The appropriate Company personnel should be sought for advice whenever there are any questions or concerns about compliance with this Code of Conduct, Company policies and procedures, applicable laws; or in those instances when a suspected violation of the Code of Conduct needs to be reported; or there is a question as to the “right thing” to do under any given circumstances. If an employee is uncomfortable discussing the particular issue with his or her supervisor, or the supervisor does not answer the question or problem to the satisfaction of the employee, employee should contact the appropriate Human Resources representative for their region.

Definitions

Throughout the Code of Conduct, the terms “we”, “Innity” and “Company” are used interchangeably to refer to Innity incorporated and all of its affiliated companies in which Innity incorporated owns, directly or indirectly, more than fifty percent of the voting shares. The use of such terms as “we”, “Innity” or “Company” is for convenience only and is not intended as an accurate description of corporate or other legal relationships between or among Innity incorporated and its affiliates. Throughout this document, the phrase, “Code of Conduct” refers solely to the Innity Business Code of Conduct.

Application of the Code of Conduct

Innity expressly states that:

  • It reserves the right to unilaterally change at any time its policies, guidelines and related procedures;
  • Nothing contained in Innity’s policies or guidelines shall be construed or applied as binding interpretation or definition of the law or industry practice;
  • Nothing contained in the Code of Conduct or other publications of the Company is intended by the Company to be, nor shall it be construed as, an employment agreement; and
  • Any act by Innity’ employees in violation of the law or Innity’ policies are beyond the scope of such person’s authority and are not an act by or on behalf of Innity.