Yuzana Company Limited’s Code of Ethics

April 2015

 

“We are ready to adopt and implement corporate policies and compliance procedures that comply with international norms, support free markets, and embrace democracy.”

--U Htay Myint, Chairman of Yuzana Company Limited

 

The Yuzana Company Limited (“Yuzana”) continues to grow into a global company, and this Code of Ethics memorializes our commitment to operate with the highest ethical standards.

Yuzana must maintain a reputation for fairness and honesty throughout Myanmar and the world.

This Code of Ethics sets forth the standards by which we conduct our operations. The formalizing, adopting, and communicating of this code of conduct demonstrates both our support for the laws of Myanmar and our commitment to the collective company policies which set forth Yuzana’s ethical and legal obligations. Any organizations or investors inquiring as to Yuzana’s ethical obligations can look to this policy for guidance. It applies to all directors, officers, and employees, both in Myanmar and globally, and sets a clear expectation that these standards will be followed in all job-related activities, notwithstanding business pressures.

Regardless of your position in the Company, violations of the Code will not be tolerated. Further, Yuzana is also committed to working with and encouraging its partners to uphold the principles of this Code and to adopt similar policies for their businesses.

The basic principles and standards set forth here and in other Yuzana policies must be applied at all times, but the Code is not a substitute for good judgment, nor does it cover every situation you may encounter in your work at Yuzana. When in doubt, do not hesitate to communicate an issue with your manager or the Company’s Ethics Committee. You also can anonymously report to the Ethics Committee. If you make a report in good faith, you will be protected from retaliation.

Thank you for your continued dedication to Yuzana and for your commitment to upholding the standards set forth in our Code of Ethics and other Yuzana policies.


 

 
Code of Ethics

 

 

1.    PURPOSE

1.1       Trust is the cornerstone of all business relationships at Yuzana Company Limited (“Yuzana”). Our business is conducted with a clear commitment to integrity and transparency. We therefore should exhibit the highest possible ethical and professional standards at all times. This Code of Ethics (“Code”) codifies this commitment and provides guidance on the ethical behavior that we expect of all our employees and third parties involved with the Company’s operations. The Code provides the foundation for all other Yuzana company policies.

1.2       Yuzana is committed to improving the quality of life of everyone from our colleagues, to our customers, to the communities where we live and operate. This commitment includes cultivation of a company culture of not just meeting, but exceeding the requirements of laws and regulations. In order to effectively implement and continuously support this initiative, we have established the set of core ethical principles outlined in this document. All Yuzana employees and subsidiaries, affiliates, and contractors involved in Yuzana business and projects should demonstrate the spirit of the Code in their everyday behavior. Yuzana management shall continue to fully support the Company’s efforts in cultivating an ethical reputation.

1.3       Yuzana’s Board of Directors will establish an Ethics Committee that shall be entrusted with the implementation and periodic review of the Code.

 

2. SCOPE

2.1       This Code applies to all employees, officers, and directors of Yuzana. It also applies with equal force to Yuzana subsidiaries, affiliates, and contractors.

2.2       Under the Code, a “contractor” or “third party service provider” is defined as an entity or individual providing and receiving payment for services or goods related to Yuzana operations. This definition includes subcontractors.

2.3       We will never ask a third party to engage in any activity that violates these standards.

 

3. ETHICAL RESPONSIBILITIES

3.1       As employees, officers, and directors of Yuzana, we have made a commitment to support and follow the principles set forth in this Code. In addition, we are required to:

3.2       We will annually certify our commitment to these principles. We shall also annually disclose corporate information on our business activities and just and fair business practices.

3.3       Yuzana managers have additional responsibilities. In particular, managers are required to:

3.4       Managers must immediately report any known or suspected ethical or legal misconduct. They must never retaliate against employees that have reported, or ignore acts of retaliation against others. Managers who fail to report a violation that they know or should know about may be subject to discipline or termination.

3.5       Our executive officers must uphold the above managerial responsibilities and exemplify the principles set forth in our Code. In addition, they are responsible for knowing and adhering to the additional obligations that result from their positions of authority at Yuzana.

3.6       As employees, officers, and directors of Yuzana, we are committed to supporting the social welfare and environmental goals of Myanmar.

  

4.         COMPLIANCE WITH THE LAWS OF MYANMAR

4.1       Yuzana, its employees, officers, and directors are required to comply with all relevant and applicable laws and regulations of Myanmar, including but not be limited to the following:

 

5.         COMPLIANCE WITH YUZANA POLICIES

5.1       Yuzana, its employees, officers, and directors are required to comply with all other Yuzana policies, including the Anti-Bribery and Corruption Policy, Human Rights Policy, Transparency Policy, and Land Development Policy. This Code reinforces these other Yuzana policies. Additional relevant policies and procedures may also be developed.

 

6.         ADMINISTRATION

6.1       The Yuzana Ethics Committee established by Section 1.3 above will coordinate all ethical issues within the company. It is the responsibility of the Ethics Committee to assist the employees of Yuzana with ethical decision-making, especially when employees are uncertain about the correctness of their actions or intended actions. The Ethics Committee must exercise an open door policy and be readily available for consultation by Yuzana employees.

6.2       Yuzana’s Board of Directors will establish a Governance Committee that shall coordinate all ethical issues within the Board. It is the responsibility of the Governance Committee to assist Board members with ethical decision-making.

6.3       There shall be mandatory ethics training for all Yuzana employees, officers, and directors, both at induction and annually thereafter.

6.4       This Code will be reviewed every two (2) years by Yuzana’s Ethics Committee.

6.5       Yuzana is committed to maintaining an environment in which employees, officers, and directors are comfortable reporting non-compliance with the Code to the Ethics Committee and/or the Board’s Governance Committee, and individuals who in good faith volunteer information about improper conduct are protected against reprisal.

6.6       Yuzana shall not tolerate any breaches of the Code, nor will it tolerate reprisals against any individual who in good faith reports concerns or non-compliance. Such behavior shall be subject to disciplinary action.

6.7       The Board of Directors of Yuzana shall be responsible for determining and implementing appropriate responses to instances of non-compliance with the Code, which may include disciplinary actions for employees, officers, and other directors, and could result in termination from their respective positions.

6.8       Audits may be conducted on a periodic basis to ensure that the terms of the Code and related procedures and guidelines are being met. Audits may both be conducted internally by Yuzana and externally by third parties. Recommendations for improvement shall be included within reports or documents resulting from these audits.

 


7.         FREQUENTLY ASKED QUESTIONS

 7.1       How will I know if there is an ethics issue?

The comprehensive set of Yuzana policies which includes the Code of Ethics, Anti- Bribery and Corruption Policy, Human Rights Policy, Transparency Policy, and Land Development Policy attempts to address the most common legal and ethical issues that one might encounter. However, they cannot address every question that may arise. When an employee, officer, or director faces an ethical dilemma, he/she should assess the situation by asking the following questions:

If you cannot answer “yes” to all of these questions you should seek guidance from the appropriate parties within Yuzana and/or the Ethics Committee.

 7.2       How should I seek guidance and report concerns?

If you are aware of or suspect unethical or illegal conduct, you have a duty to report the issue or seek guidance. Consider speaking first to a manager with whom you feel comfortable or to the Ethics Committee. You may also ask questions or raise issues by contacting Yuzana’s Legal Department or the Board of Directors directly.

In general, directors should seek guidance or make a report by contacting the Chair of the Governance Committee of the Board of Directors. However, if the issue involves a financial or accounting matter, directors should speak to the Chair of the Audit Committee or its equivalent. Yuzana will promptly, thoroughly, and fairly investigate all reports, taking appropriate action whenever necessary. You are expected to participate in an investigation when requested, and every effort will be made to safeguard confidentiality both during and after the investigation.

 7.3         What if I would like to make an anonymous report?

You may make an anonymous report by contacting the Ethics Committee. If you choose to make an anonymous report, your anonymity will be protected to the fullest extent possible. Keep in mind, however, that maintaining anonymity may limit the Company’s ability to investigate your concerns.

 7.4         What if I am concerned about retaliation?

Yuzana does not tolerate acts of retaliation against anyone who makes a good faith report of known or suspected ethical or legal misconduct. A “good faith” report means that you have provided all of the information you have and that you believe it to be true. In addition, Yuzana prohibits retaliation against anyone who participates in investigations in good faith.

Retaliatory acts may lead to disciplinary action against anyone responsible for the retaliation, including possible termination. If you believe you have experienced retaliation, you should report it immediately.

 7.5         What are the consequences for violating the Code?

Violations of the Ethics Code carry serious consequences, including disciplinary action and possible termination, and potential civil or criminal liability. While the Code and other Yuzana policies address the potential consequences of ethical and legal misconduct, keep in mind that the Company retains the right to apply disciplinary action in response to any acts of misconduct.





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