Code of Conduct

Code of Conduct

UMS Group is committed to conducting its affairs ethically and lawfully. This Code of Conduct establishes policies and procedures that are intended to guide employees, officers, and directors in the performance of their duties and responsibilities and ensure compliance with the Company’s commitment to ethical and lawful conduct. These policies and procedures apply to all employees and officers (referred to collectively hereafter as “employees”) and directors of UMS and its subsidiaries.


1.1. Compliance with Laws

The Company will conduct its business and affairs in compliance with all laws, rules, and regulations and in accordance with the Company’s high ethical standards.

1.2. Marketing and Sale

The Company will represent its products and services accurately and will comply with applicable regulatory and legal requirements governing the marketing and sale of its products and services.

1.3. Competitive Practices

The Company will compete for all business opportunities vigorously, fairly, ethically and legally.

1.4. Work Environment

The Company will maintain a safe and drug-free work place that is free from discrimination and harassment based on race, color, creed, religion, sex, age, disability, national origin, ancestry, citizenship, armed forces service, marital or veteran status, sexual orientation, or any other impermissible factor.

1.5. Recording and Reporting Information

In recognition of the fact that accurate information is essential to the Company’s ability to satisfy legal and regulatory obligations, all employees and directors will record and report all information accurately and honestly. No employee or director will sign or submit, or permit others to sign or submit on behalf of the Company, any document or statement that he or she knows or has reason to believe is false.

1.6. Payments

The Company and its employees and directors will not make any improper payments to government or non-government officials, employees, customers, persons, or entities, nor will the Company or its employees and directors request or accept any improper payment from suppliers, customers, or anyone seeking to do business with the Company.

1.7. Fair Dealing

Each employee and director will deal fairly with the Company’s customers, suppliers, competitors, independent auditors and other employees and will not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing or practice.

1.8. Confidential Information

No employee or director will use, for his or her own personal gain, or disclose to any third party, any confidential or proprietary information that he or she obtained as a result of his or her employment with or relationship to the Company. Confidential or proprietary information includes all non-public information that might be of use to competitors or harmful to the Company and its customers if disclosed. No employee or director will buy, sell, or deal in the Company’s shares based on non-public information.

1.9. Political Contributions

The Company will make no corporate political contributions to parties or individuals, even where such contributions may be legal, but encourages employees and directors to participate in community affairs and to exercise citizenship responsibilities.

1.10. Corporate Opportunities

Employees and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Employees and directors are prohibited from :- 

1. taking for themselves personally opportunities that are discovered through the use of corporate property, information, or position;

2. using corporate property, information, or position for personal gain, or

3. competing with the Company

1.11. Conflicts of Interest

No employee or director will engage in any activity or have any outside interest that might deprive the Company of his or her loyalty, interfere with the satisfactory performance of his or her duties, make it difficult to perform his or her duties for the Company objectively and effectively, or be harmful or detrimental to the Company. Employees and directors must immediately disclose in writing any actual or potential conflict of interest that they may have to the Director or executive in charge of the applicable division, subsidiary or operating unit, or to the Chief Executive Officer of the Company, for resolution. A conflict of interest occurs when a person’s private interest interferes or appears to interfere in any way with the Company’s interests and may also arise when an employee or director or a member of his or her family receives improper personal benefits as a result of his or her position with the Company. Examples of actual or potential conflicts of interest include whenever:

1. An employee or director holds an outside position or is engaged in an outside activity that affects the performance of his or her work for the Company.

2. An employee or director, or any member of his or her family, is employed by, is a consultant to, or holds an ownership or other interest (other than a nominal investment in shares of a publicly traded company) in any concern that is a competitor of the Company, a supplier or dealer for the Company, or is involved in a joint venture with the Company.

3. An employee or director, or any member of his or her family, acquires any interest in any entity or concern that he or she knows is being considered by the Company as a possible merger, acquisition, or joint venture candidate.

1.12. Protection and Proper Use of Company Assets

Theft, carelessness, and waste have a direct impact on the Company’s profitability. All employees and directors will take appropriate actions to protect the Company’s assets and ensure their efficient use for legitimate business purposes.


2.1 The Director or executive in charge of each division, subsidiary, or operating unit is responsible for ensuring that his or her employees understand and comply with this Code of Conduct and for creating a work environment in which compliance is expected and rewarded.

2.2 Any waiver of the policies or procedures set forth in this Code of Conduct in the case of an executive officer or director may be given only by the Board of Directors of the Company or the Nomination Committee of the Board and shall be promptly disclosed to shareholders.

2.3 Any violation of these policies and procedures should be reported immediately to the Director or executive in charge of the applicable division, subsidiary, or operating unit, or to the Chief Executive Officer, Chief Operating Officer or Chief Financial Officer. In the alternative, a violation may be reported. The identity of the person or persons making a report will remain confidential except on a “need to know” basis. Reporting may be anonymous. The Director or executive in charge of a division, subsidiary, or operating unit, Chief Operating Officer and the Chief Financial Officer will notify the Chief Executive Officer of any reports that they receive

2.4 Officers, directors, executives in charge of each division, subsidiary or operating unit, and other appropriate employees will be required periodically to confirm in writing that they understand and are complying with these policies and that they are not aware of any violations of these policies or have properly reported all violations.

2.5 The Company will promptly investigate any alleged violation of these policies. Violation of a policy, retaliation against any individual for reporting a violation, or failure to otherwise comply with these policies will not be tolerated and will result in disciplinary action, including termination of employment where appropriate. (Last Reviewed and Approved : 

2.6 Questions concerning this Code of Conduct should be directed to the Director or executive in charge of the applicable division, subsidiary or operating unit, or to the Chief Executive Officer, Chief Operating Officer, or Chief Financial Officer if any.

(Last Reviewed and Approved : 28 February 2022)