Code of Ethics Policy and Procedure

1. Introduction

The Code of Ethics (the "Code") encompasses policies and guidelines which applies to all employees of Bentley Music Group and its subsidiaries (collectively known as "BMG") during the course of his/her employment term and when performing his/her duties.

The Code is reviewed periodically and maintained by the Human Resource Department (HRDD).

The Code shall be communicated to all employees of the BMG and it shall also be published at the BMG's corporate website.

2. Responsibilities for All Employees

1. observe a basic code of ethical conduct in the workplace;
2. uphold personal integrity and to adhere to the requirements of the law and to observe recognised standards of fair dealing;
3. be dedicated and loyal to BMG;
4. be responsible for conducting their work in a manner consistent with BMG's directives, guidelines and policies as issued from time to time; and
5. be cautious when dealing with public officials, to avoid, any perception of or suspicion of misconduct and to be attentive to suspicious behaviour by stakeholders in their financial dealings with BMG.

1. act as a role model, demonstrating ethical behaviour in the performance of your duties;
2. help employees understand the Code of Ethics and company policies and have access to resources to help them live the Code of Ethics everyday;
3. create an environment where employees are comfortable speaking up without fear of retaliation;
4. take seriously any concern raised by an employee that compromises the Code of Ethics, and take time to understand if the issue should be escalated. If so, escalate the matter as soon as possible;
5. and recognise ethical behavior.

3. Code of Ethics

3.1 Company Policies and Procedures

1. BMG's policies and procedures are necessary for the efficient and effective operation of BMG to ensure that the business objectives are achieved in a timely and proper manner.
2. Employees shall strictly adhere to all policies and procedures of BMG. Failure to do so may result in misconduct and disciplinary action will be imposed as in accordance to BMG Disciplinary Policy.
3. If an employee requires further clarification or views any policies and procedures to be inappropriate or outdated, they must highlight their concerns to their respective Head of Department (the "HOD").
4. HODs should use reasonable care to ensure that effective processes of business controls are in place in their respective area of responsibility.

3.2 Confidential Information

In the course of employment, employees may come into possession of confidential or sensitive information and in particular, confidential and sensitive information relating to BMG and/or its business associates ("confidential information"). All employees are prohibited from disclosing any confidential information unless authorised to do so by their relevant HODs. It is therefore pertinent that all employees exercise caution and due care in handling any information obtained in the course of their duties.

3.3 Conflict of Interest

1. The term "conflict of interest" describes any circumstances that could cast doubt on an employee's ability to act with total objectivity with regard to BMG's interests and statutory duties. No employee shall knowingly place himself in a position that would be in conflict with the interest or statutory duties of BMG. Employees in avoiding situations of conflict of interest shall:-
   1. Ensure that their personal financial circumstances and transactions do not jeopardise their independent judgment or adversely affect their job performance;
   2. Not hold any financial or other interest, either directly or indirectly in any music retailer or music academy or act for or on behalf of any music retailing company or music academy;
   3. Not hold any financial or other interest either directly or indirectly in any contractor, vendor or party having or is likely to have business dealings with BMG;
   4. Not have any direct or indirect involvement in other employment (remunerated or otherwise).
2. Employees shall refrain from taking advantage of their positions or exercising their authority to further their own personal interests at the expense of BMG. Where a conflict or potential conflict of interest arises, the employee shall disclose this to the relevant internal parties and recuse himself / herself from any related proceedings.
3. There are certain circumstances where employees are strictly prohibited from directly or indirectly soliciting, offering or accepting any gift, entertainment or hospitality, to avoid the perception or appearance of potential conflict of interest. Examples include:-
   1. Personal financial interest:
      • An employee recommending a particular brand of guitar or musical instrument because they have a family member who manufactures it, not because it's the best option for the customer.
      • A manager approving a purchase order for equipment from a supplier that they have a personal financial interest in, such as shares or a partnership.
   2. Employee-Supplier relationships:
      • A buyer accepting gifts or generous discounts from a vendor, influencing decision-making on which brands to stock in the store.
      • A store owner or manager steering business to a supplier owned by a relative or close friend, even if other suppliers offer better terms.
   3. Outside employment:
      • An employee also working part-time for other music retail companies or music academies
      • Promoting the products and services of brand competitors to BMG
   4. Bias in Sales or Service. Giving preferential treatment, like extra discounts or better service, to a customer who is also a friend or family member.
   5. Misuse of Company Resources by lending friends and family the musical instruments or company premise to friends and family without proper authorization.
   6. Procurement process (e.g. tender or competitive bidding).
   7. Recruitment process.
   Employees are advised to adopt a more prudent approach when it comes to the above circumstances to avoid potential conflict of interests.

4. Company Assets and Facilities

All employees shall make proper use of company assets and facilities for legitimate business activities only and to protect against damage, loss, theft or abuse.

5. Abuse of Power

The abuse of power is defined as improper use of power, authority or position of influence by a person towards others be it other employees, current or potential suppliers, customers, business associates and etc to gain personal interest and benefits. Employees shall report such incidents or have reasons to believe abuse of power is occurring to their immediate superior or to the ARC in accordance with BMG's Whistle Blower Policy.

6. Bribery and Corruptions

BMG does not accept or tolerate any form of bribery and corruption.

7. Gifts and Hospitality

The giving and receiving of modest gifts and reasonable acts of hospitality are allowed by BMG only as a legitimate mean of building goodwill in business relationships. These must be done in accordance with the knowledge and approval by the Senior Management of BMG.

8. Unauthorised Communication

All employees are strictly prohibited from spreading or sending any kind of unauthorised pictures, messages, comments and rumours in relation to BMG in any form of communication channels including social media, emails and voice or text messages that may create or cause damage to the reputation of BMG.

Any participation in social and political activities by employees shall not involve BMG's name, logo or any association thereof unless prior approval is obtained from BMG Directors.

9. Dishonesty / General Conduct

9.1 Employees shall strictly comply with Malaysian laws, and rules and regulations that are currently in force. Employees shall not be involved in or aid or abet any activity that is a criminal offence punishable by imprisonment or one where the relevant authorities deem as an activity that requires the employee to be placed under any legal order of restricted residence or banishment.

9.2 Employees shall not be involved in or aid or abet any activity that is deemed by BMG to be a misconduct which includes, amongst others, money laundering activities.

9.3 Any employee who becomes aware of any such activities as above is required to report such matters immediately to the HRD who is empowered to conduct a full investigation. BMG further reserves the right to report any actions or activity suspected of being of a criminal nature to the police or other relevant authority.

10. Sexual Harassment

10.1 Sexual harassment is defined as unwelcome sexual advance, unwelcomed request for sexual favours or other unwelcome conduct of a sexual nature, which makes a person feel offended, humiliated and/or intimidated. The common forms of sexual harassment are verbal and non-verbal harassment, gestural harassment, visual, physical and psychological harassment.

10.2 BMG promotes a safe and healthy working environment with strong mutual respect among employees irrespective of position or gender and should be treated with dignity and free from sexual harassment.

10.3 Employees are strictly prohibited from engaging in any form of harassment, humiliation and intimidation of sexual nature in the workplace or facility, or occurring outside the workplace during meetings, training, company events, social functions, work related travels, phone and electronic media communication and any other forms of activities as a result of employment or when performing duties.

11. Drug, Alcohol and Prohibited Substance

BMG has strict policy against the use, possession, distribution or sale of illegal drugs, prohibited substances and excessive alcohol abuse. Employees shall not report for work or carry out their duties in the course of their employment under the influence of drugs or alcohol.

12. Violations and Breach of the Code and Employment Rules and Regulations

12.1 Any employee who commits violation of the Code, criminal wrongdoings, misconduct, breach of the established rules and regulations or employment contract shall be dealt with in accordance with the BMG Employee Misconduct and Disciplinary Action Policy and/or be liable in the court of law.

12.2 HRD Department will conduct an investigation and perform a fair domestic inquiry exercise to determine if the employee is guilty or otherwise of the conduct alleged.

12.3 Depending on the level of the offense or misconduct committed, the employee may be subject to any of the following punishments:

1. Dismiss the employee without notice
2. Downgrade the employee
3. Suspension without pay
4. Withholding increment/ bonus
5. Written warning

All employees caught with criminal wrongdoings will be dismissed immediately and a report shall be lodged to the police authority for further actions.

12.4 Employees shall report to his/her immediate superior any violations or misconduct committed by other employees or to the HRD in accordance to the Whistle Blower Policy.

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