Code of Conduct is a guideline that covers values and standards of business practice adopted by the Company and is a reference for each individual, and at the same time describe all parties (shareholders) how the Company runs its business. It has become a guideline for employees to work upholding integrity and discipline to prevent any violation and fraud made.
All articles and rules stated in the Code of Conduct are applied to all individual with no exception. The Company will give punishment to all employees including BOC and BOD who break the rules according to the Company’s laws and regulations.
Code of Conduct
CHAPTER 1 - CODE OF CONDUCT
Article 1 - Background and Purpose of the Code of Conduct
Ciputra Group(organization)’s mission to become a superior, profitable and healthy organization requires a clear and challenging vision, innovative business development strategies, effective and efficient resources management, as well as effective leadership to be realized. Furthermore, Good Corporate Governance including risk management, adequate internal control, and cultural control must be in place for the organization to survive and stay profitable and healthy.
This Code of Conduct is a set of Corporate Governance Rules describing the organization’s values and standard business practice used as a reference for individuals joining the organization, as well as an explanation for stakeholders regarding Ciputra Group’s standard business practice.
This Code was formulated using integrity as its underlying philosophy. The key to its successful implementation is the cooperation and participation of all Managers and Employees of the Organization.
Definition of Integrity, Cooperation and Participation are:
Integrity: upholding honesty, ethics and morals to create a conducive working environment that optimizes the organization’s value for stakeholders in accordance to its vision and mission.
Cooperation: having respect and appreciation for each other in performing duties, as well as being willing to assist and support each other in improving productivity, in accordance to the organization’s goal.
Participation: All managers and employees participate and contribute in fulfilling their duties and responsibilities to the best of their ability in order to achieve organizational goals.
Article 2 - Stakeholders
Stakeholders are parties with an interest in or a connection with the organization's activities. Stakeholders consist of:
Article 3 - Code of Conduct
The organization's long-term success is directly affected by management and employees’ performance, individually as well as a part of a team. Therefore, every individual is expected to perform and contribute their best to the organization.
Employees’ performance plays an important role in improving the organization’s performance. Therefore, employees are expected to avoid acts of carelessness or negligence, i.e.:
Quality products and services can be broadly defined as products and services with added value to its users. It is the shared responsibility of managers and employees to provide such products and services to enhance the organization’s reputation and performance. Therefore, all managers and customers are expected to identify and understand customers’ needs in order to provide such products and services.
The organization is committed to provide a conducive working environment offering equal opportunities for every individual to thrive and succeed. Therefore, each individual in the organization is responsible for creating a workplace where every individual is treated fairly.
The organization respects every employee’s opinions, beliefs and values, and encourages each employee to do the same.
Every manager and employee is obliged to refrain from disgraceful deeds and actions, such as violating organizational rules, national laws, as well as social norms prevailing in the society, including; sexual misconduct, cheating and all forms of gambling that potentially result in the tainting of the organization, personal and other party’s reputation.
The organization strives to provide a safe working environment for all employees, thus it does not tolerate acts of violence and abusive behavior that can lead to / or cause workplace violence committed by / or against management and employees. Encapsulated under the definition of prohibited behavior are acts such as: threatening, physical abuse, damaging private or the organization’s property and sabotage.
Maintaining a work environment free from the influence of alcohol and drug abuse is the obligation of all manager employees. Alcohol and drug abuse compromises the safety of people involved in the organizations as well as the products and services it provides, therefore it disrupts the organization’s ability to serve its purpose. The organization does not tolerate any use and misuse of alcohol and drugs for someone tied to the Company. All managers and employees are required to participate in any alcohol and drug Inspection conducted regardless of its timing. Should an employee be prescribed medicinal drugs affecting his/her ability to work, he/she are required to disclose such prescription to his/her manager.
In order to maintain the health and comfort of all individuals in the organization, smoking is prohibited within the Group’s offices, especially in all closed, air-conditioned rooms.
The organization strives to provide relevant information in an accurate and timely manner to its investors, the media and the public. The organization puts great care in every information publication. External communication is the responsibility of the Department of Corporate Communications, Investor Relations and the Corporate Secretary.
Only authorized members of the organization may make statements and speeches to as well as accept interviews with third parties including the media on behalf of the organization. Employees of certain positions such as the General Manager of a project may provide statements about projects he/she manages. Other employees require the approval from the Board of Directors.
Confidential Information is a valuable asset to the organization. Such information include information regarding: prices and costs, mergers and acquisitions, business processes and procedures, financial data, trade secrets and skills, computer programs, wages and salaries, sales and marketing programs, customers / suppliers / sub contractors , contract documents, internal audit results. Confidential information also includes information given to the organization as part of a business agreement, such as: personal information of employees, customers and contractors or the confidential information of suppliers and business partners.
Information mentioned above may only be used in a safe situation for the organization’s needs, not for personal gain. Confidential information may only be given to authorized parties needing the information for his/her job. Employment information may only be given to an authorized member of a third party, should there be a legitimate business relationship between the organization and the third party and a need to know for the third party as long as the disclosure does not violate confidentiality agreements. Unauthorized disclosure may impact the concerned parties’ businesses, thus unauthorized disclosure is considered a violation of this Code of Conduct, as well as the national law in some cases and may lead to consequences such as: fines, penalties or legal action against the parties involved.
Individuals with access to confidential information must protect it. Every employee has the duty and obligation to protect such confidential information. This obligation holds even after employment is terminated.
Every manager and employee may hold "insider information" regarding the organization ahead of publication. But security trading based on "insider information" or communicating such information to third parties who uses the information for security trading purposes are considered a violation of the law thus such acts are prohibited by the Company. Insider Information includes; corporate action plan, performance data, legal disputes, and other information that could affect the outlook for stock prices.
Every manager and employee must act in the organization’s interest and avoid participation in any activity that causes conflict with the organization’s interest.
Some situations where a conflict of interest may occur are:
Employees are not permitted to engage in private business (directly or indirectly) either: supplying for the organization, redistributing its products, of a similar or competing nature to it.
For cases where an employee’s family member has had a business of a nature mentioned above before the commencement of his/her employment, he/she should declare such situations to the HR (human resources) department and request an approval from management, regarding the conflict of interest risk.
Acts such as moonlighting and owning a side business which may cause a conflict of interest with any manager or employee’s work at the organization are prohibited.
Employees are prohibited from engaging in personal activities not relevant to his/her duties and responsibilities during working hours and using office facilities and other facilities provided for the purpose of his/her work, included in this prohibition are activities for social organizations not supported by written consent from management. Should employees engage in activities for a social organization supported by a written consent from management, he/she is required to report such cases to his/her supervisor and the HR department.
When a Board or Employees come across business opportunities that interest the organization, he/she is prohibited from exploiting such opportunities for personal interest directly or indirectly.
In order to maintain a professional work environment, the organization does not justify:
Two related employees to work for the same company/project.
Family relationships are defined to be one between:
Exceptions for such cases only permitted when the potential for conflict is minimal, explained in writing and approved by 2 (two) Directors.
Organization assets are intended for the use and the benefit of the organization. Management and employees are required to maintain and use these assets as appropriate. Employees are not allowed to remove, transfer or lend tools and work equipment owned by the organization or use it for personal purposes without prior approval from HR department and General Manager, or Head of Business Unit.
Acceptances of gifts are tolerated when:
Exceptions when a particular occasion an employee may receive a gift or promotional item if it fulfills the following requirements:
Gifts received for activities undertaken during working hours are considered property of the organization and shall either be surrendered to the organization or returned to the giver.
The organization will actively communicate to parties with whom it has a business relationship not to give gifts to managers and employees.
The company also will minimize gifts given to business partners.
Employees are allowed to receive occasional invitations to sporting and entertainment occasions if:
Accepting Bribery and Kickback (Unofficial Commission)
Bribery or Kickback is the receipt of money, fee, mark up on price spread, unofficial commission, credit, gifts, favors or anything of value, directly or indirectly compromising recipient’s professionalism or to enrich themselves; family or a particular third party. Managers and employees are not permitted to accept any form of bribery and Kickback.
Lending and / or borrowing money
Employees are not allowed to use organizational money for personal, private use, i.e. lending and borrowing at an interest to third parties associated with the activities of the organization.
The organization’s electronics and computer technology, including e-mail, voice mail, cell phones, computers, network computers, software, and internet access are considered as its property. Occasional use of the phone, e-mail, Internet, and voice mail for private purposes is permitted as long as it is reasonable and does not violate the law. Managers and employees are prohibited from using company computers, networks, and networks connected to external Internet services for non-company activities, such as: working on side jobs, sending chain letters, personal political activities (including incitement, defamation, etc).
Each manager or employee is given a personal account with a secret password to access the organization’s system and networks and are therefore personally responsible for all activities that occur on his/her account. The organization policy is for each account holder to protect his/her password for self-protection. He/she is prohibited from sharing passwords and allowing others to use their accounts.
It is important for every employee to know that an authorized organization representative may monitor the organization's systems and networks at any time, without notice. By using electronic resources owned by Ciputra Group, each person is considered to consent this activity and understand that information produced, received, or distributed through this system is not private.
The organization does not tolerate the use of its system to generate, store or transmit information that is hostile, malicious, prohibited by law, discriminatory, indecent, or offensive. Sites containing forbidden, sexual, and discriminatory contents may not be accessed using organization equipment or network.
Computers are equipped with legitimate softwares with appropriate copyrights, trademarks or patents. Managers and employees are prohibited from installing softwares that are unauthorized and/or unrelated to their job as well as making copies of prohibited electronic data on the organization's system.
The organization provides an internet enabled network and internet services to facilitate its business. Telephone, e-mail and internet may not be used to share confidential organization information that is not for the public, such as: proprietary, copyright, or any information that may cause damage to the organization or its employees. Failure to maintain the security of the organization’s computer resources is considered a severe violation of this Code of Conduct.
Article 4 - Code of Conduct Regarding Customers
Customers are the key for Ciputra Group’s business continuation, therefore, meeting their needs and expectations is the key to the success of the organization.
Advertising is a communication tool to customers
Ciputra Group delivers advertisements in order to communicate to customers clearly and accurately regarding products, services and prices. The organization does not need to exaggerate, mislead or lie regarding such matters. It also does not use misleading advertising to profit from its competitors. But is it considered reasonable to make comparisons between the organization and its competitors when explaining about its products and services. The organization does not criticize or give false explanations about its competitors.
Article 5 - Code of Conduct Regarding Shareholders
Shareholders are the owners of Ciputra Group, therefore every manager or employee must maintain the honor and the trust that they have in the organization.
Managers and employees must:
Article 6 - Code of Conduct Regarding Suppliers
The organization maintains good relations with suppliers, as they are valued business partners.
Managers and employees must:
Ciputra Group chooses suppliers who best meet its needs, using four key criteria, which are:
In choosing a supplier the organization must evaluate suppliers’ proposals fairly.
During contract negotiations with suppliers or potential suppliers, the organization must be fair and reasonable. The organization must comply with all applicable laws and regulations, and uphold good business practices.
Managers and employees of the organization are expected to commit in avoiding actions that could lead to poor business decisions such as accepting bribes / kickbacks, unofficial commissions, gifts or entertainment are not reasonable as well as the practice of KKN (Corruption, Collusion, Nepotism).
Article 7 - Code of Conduct Regarding the Public
The organization’s goal is to improve the society, by performing business activities that contributes to environment and natural resources preservation, it strives to be contribute to the business community (as a good corporate citizen) and society, and supports organizations that strive in improving the quality of the environment, national education and community’s living standard.
Ciputra Group is committed to running a business that respects, preserves and improves the quality of the environment by:
Ciputra Group participates in improving community welfare by providing quality products and services. It is involved in the society by participating in business communities as well as social activities held by nonprofit organizations.
Ciputra Group is committed to create a strategic partnership with professional and social organizations. The organization recognizes the diversity of beliefs and political views of each employee, and employees are expected to respect each other.
Article 8 - Employee Aspirations
Every employee’s aspiration aiming to improve the organization’s performance, and for the purpose of the organization and its members (managers and employees) may voice such aspirations to authorized organization managersthrough a standard procedure. Employees may voice his/her opinions, suggestions and reports regarding the implementation of this Code of Conduct.
Management or employees with concerns or knowledge of this Code and / or organization policy and / or National Law’s violation, shall report such violations or potential violations to his/her supervisor, manager or Head of Department/ HR.
The organization requires managers and employees to report:
Employees may not convey negative criticism against the organization and its managers in the open, inciting other employees to criticize organization policies. Constructive criticism and suggestions for improvement from employees may be expressed through the following procedure:
The organization will process all reports and protect any reporting individual’s confidentiality, if necessary. Every manager and employee’s cooperation are required during problem investigations.
Any manager or employee making false complaints, spreading lies, threatening others, or damaging reputations of others will be sanctioned according the severity of their actions.
The Organization will respond to opinions, suggestions and reports of violations of the Code of Practice and / or policies, regulations and / or government regulation, illegal activities, health and safety issues; among others, by forming an investigative team.
Should violations be found, the organization will take action to resolve the problem and revise its policies to prevent such problems from reoccurring.
Confidentiality of this Code of Conduct’s Violation Report
The organization restricts the publication of violation reports to a need-to-know basis. It will protect the confidentiality of reporting individualson violations of the law, policies, or the Code of Practice.
Avoiding Revenger Actions to Violation Reports
Employees need not hesitate to contact the Supervisor / Business Unit’s HR Manager / head of Business Units (i.e. General Manager) / Group HRD / Directors, should he/she feel threatened after communicating a violation report. Threatening individual will receive disciplinary action according the severity of his/her actions. Reports regarding revenge will be investigated and action will be taken accordingly.
CHAPTER II - SANCTIONS / PENALTIES
Article 1 - Objectives
The purpose of sanctions for the violation of this Code of Conduct is:
Sanctions will be given based on the organization regulations (particularly article 45 and article 46) and the applicable legislation.
Article 2 - Serious Violations
Some examples of violations of this Code of Conduct categorized as Serious Violations are:
CHAPTER III - CLOSING
All managers and employees of Ciputra Group receives a copy of this Code of Conduct asa guide onstandard behavior expected in acting as part of the organization. This code applies to every individual employed by the organization, including: Directors and Commissioners; permanent, temporary and part time employees;as well as representatives and agents of the organization.
This code may not lay out procedures to every problem may be encountered throughout the organization’s business operations. Should there be any questions or doubts regarding standard business practices, please enquire managers or the HR department.
As mentioned in the background and purpose of this code in the first chapter, the key to successful implementation and compliance of this code requires the 'cooperation and participation' of all managers and employees of the Company.
Managers are expected to set an example for his/her subordinates in the implementation of this code.