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Introduction

Memories Group Limited (“MGL”) and its subsidiaries (together, “the Group”) have implemented its principles of anticorruption through a Group wide Corporate Governance Framework, and its Code of Conduct (the “Code”) expressly prohibits “bribes, illegitimate favors, entertainment, hospitality expenses and requests for personal benefits for oneself or others, either directly or through third parties”. All personnel and business partners are required to comply with the Code and it is communicated throughout the supply chain.

The Group conducts its business according to high legal and ethical standards, and in compliance with all applicable laws and regulations. Its reputation is one of its greatest assets, and any impropriety or questionable conduct is not tolerated. The Code has been adopted to further the tenth principles of UN Global Compact: “Businesses should work against corruption in all its forms, including extortion and bribery”, and it applies to all operations and employees of the Group including directors, officers and employees. Each wholly-owned company within the Group and joint venture company which is subject to the control of the Group will be deemed to be bound by the Code and the Anti- Corruption Procedures which have been established to give effect to the Code.

These procedures and its related documents are designed to ensure that the Group, its personnel and all associated persons comply fully with the tenth principles of UN Global Compact in all Group’s business operations. It is the responsibility of each associated person by action and supervision as well as continuous review to ensure strict compliance with the Code and these procedures, and the Group may take disciplinary action, up to and including dismissal or termination of contract, against any associated person who violates the Code or these procedures.

The Group has adopted the Code and the Procedures for Reporting Improprieties and Employees Guide to Procedures for Reporting Improprieties and has distributed them to individual entities and its supply chain. Any employee of the Group who suspects or becomes aware of any violation of applicable law, the Code, or these procedures must report to the Designated Person, Head of Audit and Risk Management Committee or any Board member who shall in turn report the matter to the Board.

Implementation

  • Every employee shall have an unfettered right to file a genuine and bona fide complaint and shall not be restricted in the exercise of such right.
  • Any complaint alleging obstruction or reprisals shall be received, reviewed and investigated in the same manner as any complaint alleging improprieties.
  • The procedures for the receipt, retention and treatment of a complaint are set out below and shall be fully complied with.
  • Every complaint may be sent to or lodged in the manner to Designated Person, Head of Audit and Risk Management Committee.
  • The identity of concerned employees who have lodged complaints shall be kept confidential anonymity.
  • A Complaints Register shall be maintained or caused to be maintained for the purposes of recording details of all complaints received, including the date of such complaint and the nature of such complaint. The Complaints Register shall be made available for inspection upon any request of the Audit Committee.

Investigation

  • Designated Person will conduct an initial review of the report received and recommend the remedial, disciplinary or other action to be taken action taken by the Company. All investigations shall be reported to the Audit Committee for their attention and further action as necessary.
  • Upon receipt of any Complaint, the Audit and Risk Management Committee may determine to commence or conduct further investigations or review and to take such remedial, disciplinary or other action as it deems appropriately. The Company reserves the right to take such action as the Audit and Risk Management Committee deems appropriate against any such Employees.

Penalties

  • In the event that if an employee is inconsistent or in conflict with the procedures will be charged with disciplinary action, up to and including dismissal or termination of contract in compliance with local and national laws, regulations, rules, directives or guidelines the extent of such inconsistence.
  • In support of these procedures, the Group has determined that on the acceptance of gifts and hospitality in business relations, gifts not exceeding US$100 can be retained by the employee if it has been declared to and approved by the relevant business head.In addition, the Group will review strictly in dealing with contractual relations to ensure no bribe, kickback, payoff or other improper payment or benefit will be proposed or entered into.These procedures shall disseminate to all employees.