BIMB Integrated Annual Report 2017

22 Based on the aforesaid, BHB’s Directors are required to discharge their duties and deal with various stakeholders with utmost integrity. This is in line with the Company’s core values which place emphasis on ethical dealings with third parties and employees. Code of Ethics (“COE”) BHB’s COE was introduced on 4 June 2014 for reference for all BHB employees, to ensure they meet with the required standards of integrity, professionalism and ethical behaviour. BHB’s reputation as a responsible Financial Holding Company and a good corporate citizen must be maintained and safeguarded for a sustainable growth of the organisation. The COE outlines how BHB employees should act with stakeholders, namely customers, service providers, communities, the media (electronic and print), investors and regulators. The COE also provides the basis for all employees to adhere to a working environment that is productive, positive, enjoyable, safe and free from harassment and discrimination. Each section of the COE covers an area in which employees have responsibilities to BHB, as follows: a) Personal conduct and protection of BHB’s assets; b) Obligations in conducting BHB’s business with other people and organization thus preventing the abuse of power; and c) Conflict of interest, insider trading, bribery & corruption and other considerations affecting BHB. Conflict of Interest Pursuant to BNM CG Policy, the Listing Requirement and the Companies Act 2016, the Directors are required to declare their interest, including whether such interest arises through close family members. The Board is attentive to the possibility of potential conflict of interest situations involving the Directors and the Company and affirms its commitment to ensure that such situation of conflict is avoided. The Board Charter accentuates that in the event where there may be a conflict of interest, the interested Director shall declare at the beginning of the Board meeting the facts and nature of the conflict and to abstain from participating in discussions and decisions on the matters which directly involved the said Director. In circumstances where a Director is unsure as to whether or not a conflict of interest exists or is material, he/she would discuss the matter with the Chairman prior to the meeting. Where a conflict of interest exists and the Director does not declare his or her interest and/or offer to withdraw, the Chairman should, if he is aware, takes appropriate action to highlight the conflict. In the event of any non-compliance with any requirement on conflict of interest, the Boardmay or impose such actions as it considers appropriate in the best interest of the Company. The Board Code of Conduct and Ethics and Employee Code of Ethics are available on the Company’s websit e www.bimbholdings.com.