CODE OF BUSINESS CONDUCT AND ETHICS
One of our Company’s most valuable assets is its integrity. Protecting this asset is the job of everyone in the Company. To that end, we have established this Code of Business Conduct and Ethics. This Code is designed to give you a broad and clear understanding of the conduct expected of all our staff everywhere we do business. This Code applies to every officer, director and staff of Creative Technology Ltd and its subsidiaries, who, unless otherwise specified, will be referred to collectively as “staff”. This Code does not cover every issue that may arise, but it sets out basic principles and a methodology to help guide you in the attainment of this common goal. Under this Code, (a) the term “director” refers to a member of the Company’s Board of Directors, rather than an employee whose job title designates that staff as a director, and (b) the term “Company” refers to Creative Technology Ltd and its subsidiaries.
Honest and ethical conduct is critical to our business. All staff have a duty to act in an honest and ethical manner. All of the Company’s staff must carry out their duties in accordance with the policies set forth in this Code and with applicable laws and regulations. Any violation of applicable law or any deviation from the standards embodied in this Code will result in disciplinary action. Depending on the seriousness of the violation and other relevant circumstances, violations of this Code may result in warnings, reprimands, demotion, suspension, termination, or other disciplinary action. Disciplinary action also may apply to a staff’s supervisor who directs or approves the staff’s improper actions, or is aware of those actions but does not act appropriately to correct them. In addition to imposing its own discipline, the Company may also bring suspected violations of law to the attention of the appropriate law enforcement personnel. If you are in a situation or are aware of a situation which you believe may violate or lead to a violation of this Code, follow the procedures described in Reporting Violation of this Code or Unethical Conduct and Compliance Procedures.
COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS
Creative operates on a worldwide basis and is subject to many laws, rules and regulations that define and establish obligations that the Company, its employees and agents must comply with. Under certain circumstances, local state or national law may establish requirements that differ from this Code. You are responsible for complying with all applicable local state and national laws in conducting the Company’s business and in performing your duties for the Company. If you violate these laws or regulations in performing your duties for the Company, you not only risk individual indictment, prosecution, penalties, and civil or criminal actions and penalties, you may also subject the Company to the same risks and penalties, and you may be subject to immediate disciplinary action, including possible termination of your employment or affiliation with the Company.
You should undertake to acquire knowledge of the legal requirements related to your duties sufficient to enable you to recognize potential dangers and to know when to seek advice from managers or other appropriate personnel. If you believe there is any conflict between this Code and local laws, you should consult the Human Resource Department or the Legal Services Department at your location.
As a public company, we are required to follow strict accounting principles and standards, to report financial and business information accurately and completely in accordance with such principles and standards. We are also required to have appropriate internal controls and procedures to ensure that our reporting complies with our Company’s business processes and relevant laws, rules and regulations. The integrity of our records is critical to the operation of our business and is a key factor in maintaining the confidence and trust of our staff and shareholders.
It is important that all business transactions are properly recorded, classified and summarized in our statements, books and records in accordance with our policies, controls and procedures, as well as all generally accepted accounting principles, standards, laws, rules and regulations for business reporting. If you are a senior officer, you should seek to ensure that the internal controls and procedures in your business area are in place, understood and followed. Any attempt to enter inaccurate or fraudulent information into the Company’s records or business systems will not be tolerated and will result in disciplinary action, up to and including termination of employment. You are required to promptly report any case of suspected financial or operational misrepresentation or impropriety.
It is important that those who rely on records and reports - managers and other decision makers, creditors, customers and auditors - have complete, accurate and timely information. False, misleading or incomplete information undermines the Company’s ability to make good decisions about resources, employees and programs and may, in some cases, result in a violation of law. Anyone involved in preparing financial or business records or reports, including financial statements and schedules, must be diligent in assuring that those records and reports are complete, accurate and timely. Anyone representing or certifying as to the accuracy of such records and reports should make an inquiry or review sufficient enough to establish a good faith belief in their accuracy.
Our auditors have a duty to review our records in a fair and accurate manner. You are expected to cooperate with independent and internal auditors in good faith and in accordance with applicable law. In addition, you must not fraudulently induce or influence, coerce, manipulate or mislead our independent or internal auditors regarding financial records, processes, controls, procedures or other matters relevant to their engagement.
INSIDER INFORMATION AND INSIDER TRADING
Creative’s Insider Trading Policy prohibits staff from purchasing or selling Company stock, directly or indirectly, on the basis of material non-public information concerning the Company. Any person possessing material non-public information about the Company must not engage in transactions involving Company securities until this information has been released to the public. Generally, material information is that which would be expected to affect the investment decisions of a reasonable investor or the market price of the Company’s shares. You must also refrain from trading in the shares of other publicly held companies, such as existing or potential customers or suppliers, on the basis of material confidential information obtained in the course of your employment or service as a director. It is also illegal to recommend a stock (i.e., give a “tip”) to someone else on the basis of such information or to pass on confidential information to someone for the purpose of enabling them to make a profit or avoid a loss trading securities. Both the tipper and the tippee, and anyone else to whom the tippee passes the information, may be held liable.
You should review the Insider Trading Policy for more information. If you have a question concerning appropriateness or legality of a particular securities transaction, consult with your managers.
Executive officers, members of the Company’s board of directors and certain other staff of the Company are subject to additional responsibilities under the Company’s Insider Trading Policy.
RESPECT AND ETHICAL CONDUCT
Staff should treat each other with respect and fairness at all times, in the same way as individuals would wish to be treated themselves. We should value the differences between diverse individuals from all races and countries. Employment decisions must be based on business reasons such as qualifications, knowledge, ability and achievements, and in compliance with local and national employment laws.
Abusive, harassing or offensive conduct is unacceptable, whether verbal, physical or visual. This includes derogatory comments based on racial or ethnic characteristics or unwelcome sexual advances. When a colleague’s conduct makes you or others uncomfortable, you may report such behavior as soon as practicable according to the procedures described in Reporting Violation of this Code or Unethical Conduct and Compliance Procedures.
CONFLICTS OF INTEREST AND CORPORATE OPPORTUNITIES
Your decisions and actions during the course of your employment with the Company should be in the best interests of the Company and not based on personal relationships or benefits. You should avoid situations in which your personal, family or financial interests conflict or even appear to conflict with those of the Company. You may not engage in activities that compete with the Company or compromise its interests. You should not take for your own benefit opportunities discovered in the course of employment that you have reason to know would benefit the Company.
The following non-exhaustive list shows examples of actual or potential conflicts:
- you, or a member of your family, receive improper personal benefits as a result of your position in the Company;
- you engage in activities that interfere with your loyalty to the Company or your ability to perform Company duties or responsibilities effectively;
- you work (whether as a staff or a consultant) for a competitor, customer or supplier simultaneously with your service to the Company;
- you, or a member of your family, have a financial interest in a customer, supplier, or competitor which is significant enough to cause divided loyalties with the Company or the appearance of divided loyalties (the significance of a financial interest depends on many factors, including, but not limited to, the size of an investment in relation to your income, net worth and/or financial needs, your potential to influence decisions that could impact your interests, and the nature of the business or level of competition between the Company and the supplier, customer or competitor);
- you, or a member of your family, receive a loan or a guarantee of a loan from a customer, supplier or competitor (other than a loan from a financial institution made in the ordinary course of business and on an arm’s-length basis);
- you divulge or use the Company’s confidential information - such as financial data, customer information, or computer programs - for your own personal or business purposes;
- you make gifts or payments, or provide special favors, to customers, suppliers or competitors (or their immediate family members) with a value significant enough to cause the customer, supplier or competitor to make a purchase; or
- you are given the right to buy shares in other companies or you receive cash or other payments in return for promoting the services of an advisor, such as an investment banker, to the Company.
Any transaction proposed between the Company and a related party must be submitted to your business heads, the Human Resource Department, and if necessary, the Company’s Audit Committee for review. The Company will not, directly or indirectly, extend or maintain credit, or arrange for an extension of credit, in the form of a personal loan to or for any executive officer or director.
Conflicts are not always clear-cut. If you become aware of a conflict described above or any other conflict, potential conflict, or have a question as to a potential conflict, you should consult with your manager or the Human Resource Department and/or follow the procedures described in Reporting Violation of this Code or Unethical Conduct and Compliance Procedures. If you become involved in a situation that gives rise to an actual conflict, you must inform your manager or the Human Resource Department of the conflict.
All confidential information concerning the Company obtained by you is the property of the Company and must be protected. Confidential information includes, but is not limited to, all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. You must maintain the confidentiality of such information entrusted to you by the Company, its customers and its suppliers, except when disclosure is authorized by the Company pursuant to its confidentiality policy, the applicable terms of an agreement, or required by law.
Examples of confidential information include, but are not limited to: the Company’s and other parties’ trade secrets; business trends and projections; information about financial performance; new product or marketing plans; research and development ideas or information; manufacturing processes; information about potential acquisitions, divestitures and investments, public or private securities offerings; significant personnel changes; and existing or potential major contracts, orders, suppliers, customers or finance sources or the loss thereof.
Your obligation with respect to confidential information extends beyond the workplace. In that respect, it applies to communications with your friends and family members, and continues to apply even after your employment relationship with the Company terminates.
All staff must comply with the Confidentiality and Invention Agreement.
All staff must also comply with the applicable data protection provisions of relevant law, including but not limited to, the Personal Data Protection Act 2012 and the European Union General Data Protection Regulation.
WORKING WITH CUSTOMERS, SUPPLIERS AND COMPETITORS
You should deal honestly with the Company’s customers, suppliers, competitors, and other staff. Under various laws, the Company is prohibited from engaging in unfair methods of competition, and unfair or deceptive acts and practices. Examples of prohibited conduct include, but are not limited to: bribery or payoffs to induce business or breaches of contracts by others; or acquiring a competitor's trade secrets through bribery or theft.
You may, from time to time, provide or accept business amenities to aid in building legitimate business relationships. Business amenities may include gifts, meals, services, entertainment, reimbursements, favors, privileges or other items of value. Any business amenity should be consistent with customary business practice and reasonable and appropriate for the circumstance. Business amenities should not be lavish or excessive. You should avoid providing or accepting any cash payment or other business amenity that can be construed as a bribe or payoff. All Company funds expended for business amenities must be accurately recorded in the Company’s books and records. Please follow the procedures described in No Acceptance of Gifts/Benefits. We encourage you to check with your manager or the Human Resource Department if you have any questions as to whether a business amenity is permissible.
All purchases of products and services must be made in the Company’s best interests. Choice of suppliers or providers must be based on product or service suitability, price, delivery and quality. Purchasing agreements should be documented and approved. Such agreements should clearly identify the services or products to be provided, the basis for earning payment, and the applicable rate or fee.
Conducting business with governments, government employees and public officials is not the same as conducting business with private parties. These transactions are often covered by special legal rules. You must comply with all applicable laws and regulations governing contact and dealings with governments, government employees and public officials. If you deal with governments, government employees or public officials, you should undertake to understand the special rules that apply. If you have any questions concerning government relations, you should check with your manager or the Human Resource Department.
You must handle the non-public information of others responsibly and in accordance with our agreements with them. Non-public information of others also includes notes, reports, conclusions and other materials prepared by a Company employee based on the nonpublic information of others. You should not knowingly accept information offered by a third party, including a customer, supplier or business partner, that is represented as non-public, or that appears from the context or circumstances to be non-public, except where an appropriate non-disclosure agreement has been signed with the party offering the information. You should check with your business head to coordinate the appropriate execution of non-disclosure agreements on behalf of the Company.
NO ACCEPTANCE OF GIFTS/BENEFITS
Neither you, nor members of your immediate family, are permitted to solicit or accept gifts/benefits from customers, suppliers or competitors. You are advised to decline all offers of gifts or benefits from our existing and potential business associates including suppliers, distributors, sub-contractors, vendors, consultants, etc. Benefits are not always physical objects and it may include services, favors, entertainment, privileges or other forms of consideration.
Under circumstances that are deemed inappropriate to refuse the offer, the gift/benefit may be formally accepted. Upon receipt of the gift/benefit, the staff must declare to his/her Head of Department who shall forward it to the Department Admin for disposition at the discretion of your business head. The Acceptance of Benefits Declaration Form shall be used for this purpose. Where the benefit is a treat to a meal, the staff must inform his/her Head of Department prior to attending the appointment.
Staff must not be influenced by the acceptance of any gift/benefit in making business decisions in favor of the provider. Any staff or member of the staff's immediate family found to have accepted an offer of benefit for his/her personal gain shall be subject to strict disciplinary action.
HEALTH, SAFETY AND ENVIRONMENT
You must ensure that health, safety, and environmental laws and regulations applicable to our business operations and at the location of our business units are adhered to. Of utmost importance is our commitment to design, manufacture and distribute all our products in compliance with all such laws and regulations, and without creating unacceptable risks to health, safety or the environment.
PROTECTION AND PROPER USE OF COMPANY ASSETS
Company assets, both tangible and intangible, are to be used only for legitimate business purposes of the Company and only by authorized employees or consultants. Intangible assets include intellectual property including, but is not limited to, trade secrets, patents, trademarks and copyrights, business, sales, marketing and service plans, engineering and manufacturing ideas, designs, databases, Company records, salary information, and any unpublished financial data and reports. Unauthorized alteration, destruction, use, disclosure or distribution of Company assets violates Company policy and this Code. Theft or waste of, or carelessness in using, these assets has a direct adverse impact on the Company’s operations and profitability, and will not be tolerated.
The Company provides computers, voice mail, electronic mail (e-mail), and Internet access to certain employees for the purpose of achieving the Company’s business objectives. As a result, the Company has the right to access, reprint, publish, or retain any information created, sent or contained in any of the Company’s computers or e-mail systems of any Company machine. You may not use e-mail, the Internet or voice mail for any illegal purpose or in any manner that is contrary to the Company’s policies or the standards embodied in this Code.
You should not make copies of, or resell or transfer (externally or internally), copyrighted publications, including software, manuals, articles, books, and databases being used in the Company, that were created by another entity and licensed to the Company, unless you are authorized to do so under the applicable license agreement.
SUPPLY CHAIN RESPONSIBILITY
As a finished-goods manufacturer, we recognize the complexity of our supply chain and have set expectations for our suppliers to operate in a socially and environmentally responsible manner by maintaining management systems that integrate environmental, health and safety, labor and ethics standards into their business processes. We expect suppliers to conduct their worldwide operations in a responsible manner that does not result in human rights violations, including operations related to mining activities that may contribute to the direct financing of armed conflict in the Democratic Republic of Congo.
REPORTING VIOLATIONS OF THIS CODE OR UNETHICAL CONDUCT
You should promptly report any violation or suspected violation of this Code or any unethical conduct to your business head or the Director of Human Resource. If any of these parties are implicated in any violation, you may report such violation to the Chief Financial Officer or the Chief Executive Officer. If your situation requires that your identity be kept secret, your anonymity will be preserved to the greatest extent reasonably possible. If you wish to remain anonymous, you may send a letter or communicate through other acceptable mediums to the aforesaid parties. The address of the Chief Financial Officer and the Chief Executive Officer is at 31 International Business Park #03-01, Singapore 609921. If you make an anonymous report, please provide as much detail as possible, including copies of any documents that you believe may be relevant to the issue.
If your concerns relate to accounting, internal controls or auditing matters, or if the Chief Financial Officer is implicated in any violation, in addition to the Chief Executive Officer, you may also contact the Audit Committee of the Board of Directors by sending a letter addressed to the Audit Committee of the Board of Directors at 31 International Business Park #03-01, Singapore 609921.
Reprisals, threats, retribution or retaliation against any person who has in good faith reported a violation or a suspected violation of law, this Code or other company policies, or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited.
If you become aware of a suspected violation, do not try to investigate it or resolve it on your own. Prompt disclosure to the appropriate parties is vital to ensuring a thorough and timely investigation and resolution. The circumstances should be reviewed by appropriate personnel as promptly as possible, and delay may affect the results of any investigation. A violation of the Code or of applicable laws and/or governmental regulations is a serious matter and could have legal implications. Allegations of such behavior are not taken lightly and should not be made to embarrass someone or put him or her in a false light. Reports of suspected violations should always be made in good faith.
The Code is based on the Company’s core values, good business practices and applicable law. The existence of a Code, however, does not ensure that staff would comply with it or act in a legal and ethical manner. To achieve optimal legal and ethical behavior, the individuals subject to the Code must know and understand the Code as it applies to them and as it applies to others. You must champion the Code and assist others in knowing and understanding it.
You are expected to become familiar with and understand the requirements of the Code. Most importantly, you must comply with it.
- Internal Investigation
The Company will promptly investigate any suspected violations. If it is determined that evidence of a violation exists, the individual subject to investigation will be notified. The subject of an investigation will have an opportunity to respond to any allegations made against that person. A person suspected of violating the Code may be suspended with or without pay while an investigation is conducted. The Company will follow local grievance procedures in jurisdictions where such procedures apply.
- Disciplinary Actions
The Company will take appropriate action against any staff, agent or contractor whose actions are found to violate the Code. Disciplinary actions may include, at the Company’s sole discretion, oral or written warnings, reprimand, suspension without pay, demotion, probation or immediate termination of employment or business relationship. In addition to imposing discipline upon staff, agents or contractors involved in non-compliant conduct, the Company may also impose discipline, as appropriate, upon such individual’s supervisor, if any, who directs or approves such individual’s improper actions, or is aware of those actions but does not act appropriately to correct them, and upon other individuals who fail to report known non-compliant conduct. In addition to imposing its own discipline, certain violations of this Code may require the Company to bring the violation to the attention of appropriate law enforcement personnel.
- Corrective Actions
Subject to the following sentence, in the event of a violation of the Code, the relevant manager and business head should assess the situation to determine whether the violation demonstrates a problem that requires remedial action in accordance with Company policies and procedures. If a violation has been reported to the Audit Committee or another committee of the Board, that committee shall be responsible for determining appropriate remedial or corrective actions. Such corrective action may include, but is not limited to, providing revised public disclosure, retraining Company staff, modifying Company policies and procedures, improving monitoring of compliance under existing procedures, and other action necessary to detect similar non-compliant conduct and prevent it from occurring in the future. Such corrective action shall be documented, as appropriate.