Wellness Noni Limited
  (formerly RGN Securities and Holdings Ltd)
 
         
 
 

 

SENIOR MANAGEMENT

Introduction

Our commitment to ethical and lawful business conduct is a fundamental value of our Board of Directors, management and employees and is critical to the company's success. We will strive to uphold ethical and legal standards vigorously even as we pursue our financial objectives. We will not compromise honesty and integrity anywhere at any time even while continuously striving to build value for customers through the innovative use of technology and talent.  This code of conduct reiterates our commitment to the above principles. This code of conduct applies to WELLNESS NONI LTDs’(formerly RGN SECURITIES AND HOLDINGS LTD) Senior Management and is in addition to their legal and equitable duties.

Any reference to “Senior Management “ in this Code of Conduct means and includes personnel who are members of the core management team of WELLNESS NONI LTD. I.e. Chief Executive Officers and the Executive Directors of WELLNESS NONI LTD and all members of the management one level below Executive Directors including all functional heads.

Purpose

This code of conduct is intended to:

Set high standards of honesty, integrity and ethical and law-abiding behavior expected of WELLNESS NONI LTD  Senior Management;

Encourage the observance of those standards to protect and promote the interests of shareholders and other stakeholders; Guide WELLNESS NONI LTD’ Senior Management as to the practices necessary to maintain confidence in WELLNESS NONI LTDS’ integrity; and

Set out the responsibility and accountability of WELLNESS NONI LTD Senior Management to report and investigate any reported violations of this code or unethical or unlawful behavior.

Honesty and Integrity

WELLNESS NONI LTD expects each Senior Management Member to:

Observe the highest standards of honesty, integrity and ethical and law-abiding behavior when:

Performing their duties; and Dealing with any officer, employee, shareholder, customer, supplier, auditor, lawyer and other adviser of WELLNESS NONI LTD; and Foster a culture of honesty, integrity and ethical and law-abiding behavior among other officers and employees.

Conflicts of Interest or Duty

Each Senior Management member must be aware of potential conflicts between (directly or indirectly):

On the one hand:

The interests of WELLNESS NONI LTD; or Their duties to WELLNESS NONI LTD; and

On the other hand:

Their personal or external business interests; or Their duties to any third party.

Each Senior Management member must avoid placing himself or herself in a position that may lead to:

An actual or a potential conflict of interest or duty; or A reasonable perception of an actual or potential conflict of interest or duty.

Each Senior Management member must:

Fully and frankly inform WELLNESS NONI LTD Board of any personal or external business interest that may lead to:

An actual or potential conflict of interest or duty; or

A reasonable perception of an actual or a potential conflict of interest of duty; and

Obtain and follow independent legal advice to avoid or resolve any actual, potential or perceived conflict of interest or duty.

Each Senior Management member must affirm compliance with this code of conduct at the end of every year in the Annexure A.

Corporate opportunities

A Senior Management member must not improperly use his/her position, property or information acquired through his/her position for personal gain or gain of an associate or to compete with or harm WELLNESS NONI LTD.

Each Senior Management member must keep his/her personal or external business dealings separate from WELLNESS NONI LTD business dealings.

A Senior Management member must only use goods, services and facilities received from WELLNESS NONI LTD in accordance with the terms on which they are given.

A Senior Management member must not accept any gift from WELLNESS NONI LTD existing or potential customers or suppliers that is designed to influence their decisions.

Confidentiality

Any information acquired by a Senior Management member while performing his/her duties is confidential information of WELLNESS NONI LTD and must be kept confidential. A Senior Management member must not disclose the information to a third party except where:
Disclosure is authorized by the Board; or

Disclosure is required by law or a regulatory body (including a relevant stock exchange); or

The information is already in the public domain without wrongful disclosure.

Each Senior Management member's obligations of confidentiality continue after he or she leaves WELLNESS NONI LTD.

Fair dealing

WELLNESS NONI LTD expects each Senior Management member to:

Deal fairly with any officer, employee, shareholder, customer, supplier, competitor, auditor, lawyer or other adviser of WELLNESS NONI LTD; and

Encourage other employees and officers to do the same.

A Senior Management member must not take unfair advantage of any officer, employee, customer, supplier, auditor, lawyer or other adviser of WELLNESS NONI LTD through unethical or illegal conduct, manipulation, undue influence, concealment, abuse of confidential information, misrepresentation of material facts, or any other unfair-dealing practice.

Protection and proper use of assets
WELLNESS NONI LTD expects each Senior Management member to use all reasonable endeavors to protect any WELLNESS NONI LTD asset and to ensure its efficient use.

A Senior Management member may only use a WELLNESS NONI LTD asset (for example, a product, vehicle, computer or money) for legitimate business purposes or other purposes approved by the Board.

Compliance with laws, regulations, policies and procedures

 

Each Senior Management member must:

Comply with the letter and spirit of any applicable law, rule or regulation;

Comply with the protocols, policies and procedures of WELLNESS NONI LTD; and

Encourage other officers and employees to do the same.

Reporting of unlawful and unethical behaviour

WELLNESS NONI LTD expects each Senior Management member to

Report promptly and in good faith, any actual or suspected violation by an officer or employee of the standards, requirements or expectations set out in this code of conduct; and

Encourage other officers or employees to do the same.

A Senior Management member may use his or her own judgment in deciding to whom to report any violation or behavior referred to in sub-clause above.

If an employee or officer reports, in good faith, any violation or behavior referred to in sub-clause above, each Senior Management member must ensure that:

the reporting person's position is protected;

The reporting person's identity is only disclosed with their consent, except where disclosure is required by law; and

No disciplinary, discriminatory or other adverse action is taken or tolerated against the reporting person for reporting the violation.

A Senior Management member who receives a report of any violation or behavior referred to above must ensure that:

The alleged violation or behavior is thoroughly investigated;

Rules of natural justice are observed in the investigation; and
Appropriate disciplinary action is taken if the allegation is substantiated.

Violations of this Code

Violations of this Code shall be reported to the Audit Committee who will investigate the violation and recommend the appropriate action to be taken against the defaulter.