CODE OF CONDUCT
  • 1.0 INTRODUCTION
    The Board of Directors of Selangor Dredging Berhad, hereby establishes its Code of Ethics and Conduct for Directors (hereinafter referred to as "the Code") to provide guidance to its members regarding ethical and behavioural considerations and/or actions as they address their duties and obligations during their appointment.
  • 2.0 CODE OF ETHICS
    In the performance of his/her duties, a director should at all times observe the following codes:
    1. Should have a clear understanding of the aims and purpose, capabilities and capacity of the Company;
    2. Should devote time and effort to attend meetings and to know what is required of the board and each of its directors, and to discharge those functions;
    3. Should ensure at all times that the Company is properly managed and effectively controlled;
    4. Should stay abreast of the affairs of the Company and be kept informed of the Company’s compliance with the relevant legislation and contractual requirements;
    5. Should insist on being informed on all matters of importance to the Company in order to be effective in corporate management;
    6. Should limit his directorship of companies to a number in which he can best devote his time and effectiveness; each director is his own judge of his abilities and how best to manage his time effectively in the Company in which he holds directorship. Directors shall notify the Board Chairman before accepting new directorship and such notification shall include indication of time to be spent on the new appointment;
    7. Should have access to the advice and services of the Company Secretary, who is responsible to the board to ensure proper procedures, rules and regulations are complied with;
    8. Should have access to consultancy of independent adviser and to seek independent professional advice at the expense of the Company. The director who intends to seek such consultation or advice shall notify the Company Secretary of such request. The Company Secretary shall forward the request to the Board Chairman for approval. Upon obtaining the Board Chairman’s approval, the director shall engage the services of the adviser. All advices and opinions from the advisers shall be reported to the Board of Directors.
    9. Should at all times exercise his powers for the purposes they were conferred, for the benefit and prosperity of the Company;
    10. Should disclose immediately all contractual interests whether directly or indirectly with the Company;
    11. Should neither divert to his own advantage any business opportunity that the Company is pursuing, nor may he use confidential information obtained by reason of his office for his own advantage or that of others;
    12. Should at all times act with utmost good faith towards the Company in any transaction and to act honestly and responsibly in the exercise of his powers in discharging his duties; and
    13. Should be willing to exercise independent judgment and, if necessary, openly oppose if the vital interest of the Company is at stake.
    14. Relationship with Shareholders, Employees, Creditors and Customers
      1. Should be conscious of the interest of the shareholders, employees, creditors and customers of the company;
      2. Should at all times promote professionalism and improve the competency of management and employees; and
      3. Should ensure adequate safety measures and provide proper protection to workers and employees at the workplace.
    15. Social Responsibilities and the Environment
      1. Committed to conducting its business in a manner that values the environment and helps to ensure the safety and health of its Directors and employees;
      2. Should adopt an objective and positive attitude and give the utmost cooperation for the common good when dealing with government authorities or regulatory bodies;
      3. Should ensure the effective use of natural resources, and improve quality of life by promoting corporate social responsibilities;
      4. Should be more proactive to the needs of the community and to assist in society-related programmes.
  • 3.0 REVIEW OF THE CODE
    The Board will monitor compliance with the Code and review it regularly to ensure that it continues to remain relevant and appropriate.
  • 4.0 RIGHTS OF SHAREHOLDERS
    The Company is committed to the highest standards of corporate governance and respects the rights of our shareholders. As a shareholder of the Company, you have the right to:
    1. Request for and convene general meetings pursuant to Section 144 of the Companies Act,1965 (not less than 10% paid-up capital);
    2. Attend or appoint a proxy to participate at all general meetings;
    3. Vote and to demand for a poll voting on any resolution at general meetings* ;
    4. Receive a copy of the audited financial statements; and
    5. Access to information such as :
      1. The Register of Directors, Managers and Secretaries
      2. The Register of Substantial Shareholders
      3. The Register of Depositors (30 Top Shareholders)
      4. Minutes of General Meetings
    * Article 64 of the Company’s Articles of Association states that at any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands, unless before or on the declaration of the result of the show of hands, a poll is demanded:-

    1. by the Chairman; or
    2. by at least 2 members present in person or by proxy; or
    3. by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
    4. by any member or members holding shares in the Company conferring a right to attend and vote at the meeting, being shares on which an aggregate sum has been paid-up equal to not less than one-tenth of the total sum paid-up on all the shares conferring that right.

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