Our Core Values

The followings are our core values which will guide our decision-making processes in the implementation of the company policy.

Quality

Quality means the quality of our products and services. In our company, quality will be the foundation of everything. We will always strive for outstanding standard of quality.

Sustainability

Sustainability means responsibility for environment, our stakeholders and the society as a whole. Sustainability will be a part of our company policy, business strategy, and regular objectives & targets.

Creativity

Creativity means both creativity and innovation of ideas. We recognize that the continual improvement needs new ideas. We will embrace new ideas, curiosity and change.

Prosperity

Prosperity means our growth. It also means the resources for our competitive advantage, and wellbeing of the company’s shareholders. We are working towards higher competitiveness and common growth of the company’s shareholders.

UPG Code of Conduct

Our Values and Principles

At UPG, our values and principles shape the way we conduct our business. We prioritize integrity, fairness, and safe and inclusive workplace, therefore:

  • We aim to conduct our business fairly, honestly and transparently.
  • We maintain strict principle against corruption.
  • We do not make, offer or accept bribes, whether directly or indirectly, to gain or give business advantages.
  • We have zero-tolerance for discrimination in our workplace: we embrace diversity as a strength.
  • We maintain an inclusive workplace free of unlawful harassment.
  • We strictly prohibit any forms of forced or compulsory labour, aw well as child labour.
  • We are committed to providing a safe, healthy and respectful workplace to our employees and contractors.
  • We are committed to supporting people who will help us enforce this Code of Conduct across our organization: Reporters will be protected when reporting in good faith.
  • We aim to fully comply with the laws, rules and regulations applicable in Myanmar.
  • We are committed to developing programs to implement and support these principles, and to report on our progress, regularly and transparently.
  • We are committed to fostering a work environment characterized by workplace etiquette and professionalism.

The UPG Code of Conduct is designed to help you understand UPG’s commitment to uphold the highest ethical and legal standards in business operations, and to guide you in doing the “right” thing. Although this Code of Conduct does not cover every law or ethical standard for every situation you may face, it outlines many of the legal and ethical requirements we all must follow.

If you identify a situation that is not addressed in this Code of Conduct, which may affect UPG’s ethics and reputation, please do share your feedback with our Compliance Committee for Code of Conduct. Your input will assist us in improving this Code.

This Code of Conduct applies to the following individuals within the UPG Group of Company:

  • Employees (Permanent, part-time, and daily wage)
  • Contracted employees and project employees
  • Experts, skilled personnel, and consultants (Full-time and part-time)
  • Directors

We expect you to read and understand this Code of Conduct thoroughly as it is your responsibility to:

  • Know and comply with the policies, laws and regulations that apply to your role and UPG, whether stated in this Code or elsewhere.
  • Provide full, accurate, timely and clear information in reports and documents that UPG files with, or submits to, government authorities and in other public communications made by UPG.
  • Report any known or suspected violations or if you are asked or directed to engage any action you believe, would constitute a violation
  • Cooperate fully and truthfully in any review or investigation of a violation

Compliance with this Code of Conduct and our ethical standards is vital to our business success and to safeguard our reputation and social license to operate.

Making a right decision is often challenging and requires good judgment and common sense. When faced with the uncertainty, asking yourself the following questions about the action you are considering.

Ethical Decision-Making Process

If you are a director or manager, we expect you to:

  • Lead by example. Demonstrate your Demonstrate your commitment to our ethical standards through your words and actions.
  • Communicate and discuss applicable policies, laws and regulations. Ensure that everyone you manage or supervise understands their obligations.
  • Monitor and ensure compliance among your team members. Hold everyone accountable for ethical behavior.
  • Encourage open and honest communication. Be open and accessible to your team members who want to discuss a concern, make a report, or ask a question. Create an environment that promotes questions and discussions about legal and compliance practices at all levels.
  • Support people who raise issues. Treat their concerns seriously and work towards a prompt and effective resolution.
  • Protect confidentiality. Do not share people’s issues and concerns with others who do not have a legitimate “need to know.” However, do not guarantee anyone absolute confidentiality, as the Company may be obligated to investigate the concern. All reasonable steps will be taken to safeguard the individual’s identity.
  • Report matters brought to your attention. If employees report concerns regarding questionable or unethical behavior, you are responsible for bringing those concerns to the Compliance Committee for Code of Conduct for review and investigation.
  • Ensure no retaliation. Communicate and enforce the Company’s strict “no retaliation” policy, which protects employees who report violations in good faith from adverse action.
Sensitive Topics and Situations

The following are examples of matters that must be escalated or referred for further investigation. The list is not comprehensive:

 

Financial Matters

  • Providing any kickback to a customer or receiving any kickback from a supplier/contractor
  • Offering bribes or other improper benefits to a government official
  • Theft or fraud either from a director, employee, consultant, contractor or any other third party
  • Falsification of booking/accounting of revenue or expenses
  • Disclosure of confidential information with unauthorized people

 

Employee-Related Matters

  • Unsafe working conditions
  • Discrimination
  • Harassment
  • Workplace violence
  • Accepting or receiving improper gifts or entertainment
  • Conflicts of interest
  • Improper use of confidential data

 

Product-Related Matters

  • Non-compliance with product quality and safety requirements

If you have a concern regarding a compliance and ethics issue, you are required to make a report to any of the following resources:

  • Compliance Committee for Code of Conduct
  • Your director
  • Your manager
Speak up – UPG does not tolerate retaliation.

 

UPG does not tolerate retaliation against any employee who speaks up and reports their concern in good faith. Reporters are protected from adverse action because of the report they made. UPG prohibits any form of retaliation against individuals who:

 

  • Report in good faith known or suspected violations of policy or law (even if those concerns are found to be unsubstantiated)
  • Who participate and cooperate in an investigation.

Reports are reviewed and analyzed by the Compliance Committee for Code of Conduct. If there is a legal or policy violation, then the person who is responsible is subject to appropriate discipline, up to and including termination of employment, forfeiture of benefits and civil and criminal prosecution.

The following will ensure the implementation of the UPG Code of Conduct in the day-today operations by all employees, officers and directors:

  • All new hires must receive training on the UPG Code of Conduct during their orientation programs.
  • All the employees, officers and directors may receive training on the UPG Code of Conduct and need to attend a refresher course yearly.
  • The latest issue of the Code is available on the UPG P&C’s website.
  • Every time there is an update to the Code of Conduct, it must be issued to all employees by way of internal announcements, emails, notice boards etc.
  • Once a year, the Compliance Committee for Code of Conduct will review the effectiveness and relevance of this Code. The conclusions will be shared and reviewed by the Board of Directors, Corporate Governance Committee, and Audit and Risk Committee of the United Paints Group Co., Ltd. (UPG).

Any breach of the Code of Conduct may result in disciplinary action taken against the employee, officer or director.

Protecting our people

1. Respect

UPG aims to offer a workplace environment to its employees that will foster their potential. Additionally, we value diversity and expect our workforce to reflect Myanmar’s diverse community.

Therefore, we maintain zero tolerance regarding:

  • Any act of harassment or discrimination based upon consideration of race, color, ethnicity, religion, gender, sexual orientation, age, or disability
  • Any form of workplace violence.

When we recruit, hire, train, compensate, promote and provide other conditions of employment, we will use merit, qualifications and other job-related criteria for ensuring the fairness and the objectivity of our decisions.

2. Occupational Health and Safety

UPG values the entire workforce of the UPG Group of Companies. Therefore, ensuring occupational health and safety is always one of our primary commitments. Every day, we expect that all the people working for and with us should go back home without suffering from any work-related accident.

 

First and foremost, we are committed to conducting our operations in compliance with the health & safety laws and regulations of Myanmar. Additionally, our flagship subsidiary, UPG P&C will adhere to the manuals, procedures, and guidelines of the company’s ISO 45001:2018 Occupational Health and Safety Management System (OHSMS) and Responsible Care Management System (RCMS).

At UPG, we expect our people to adhere to the following.

  • Prioritize safety and health. Always place the utmost importance on health and safety in all actions and decisions.
  • Take personal responsibility. Take personal responsibility for their own health and safety and health and safety of those around them.
  • Participate in health & safety trainings. Attend all occupational health and safety trainings.
  • Report all incidents. Immediately report all accidents, injuries, and unsafe practices or conditions.
  • Stop working if necessary. Stop working if they believe that a workplace condition poses an unreasonable danger to their health or safety.
  • Stay free from substances. Remain free from the influence of alcohol, illegal drugs, and misused prescription medications. Additionally, smoking and chewing betel nut are prohibited on our premises.

Protecting Our Business

We are committed to full compliance with all applicable laws and regulations in Myanmar.

1. Anti-Bribery and Anti-Corruption

It is a criminal offence punishable by the Myanmar Anti-Corruption Law and UPG will strictly adhere to this law regarding corruption and bribery. We commit to refraining from giving or receiving bribes to and from any person, whether a public official or a private employee, to influence that person to act improperly.

 

UPG and its employee will not receive or offer gifts to business partners and external parties that exceed the limits specified in this Code of Conduct. We believe this practice helps prevent potential conflict of interest or any appearance thereof in current or future business dealings.

Risk AreasWhat we expect from our employees
Cash or cash equivalentThese are never acceptable.
KickbacksThese are never acceptable.
Facilitating paymentWe prohibit facilitation payments, which are payments made to expedite or secure the performance of routine governmental actions, by an official, political party or party official.
Rebates or special discountsSuppliers should not offer discounts or special rates to our employees.
Political contributionsPolitical contributions made on behalf of UPG are prohibited.
Charitable donationsAnonymous donations on behalf of UPG and donations to individuals instead of organizations are prohibited. Donations must be made per the Myanmar laws and regulations, and identify the recipient, organization, purpose and reason for the contribution. Contributions should be recorded appropriately.
Gifts
Certain entertainment
Travel expenses
Suppliers should not offer Lavish entertainment and high-value gifts exceeding the limits specified in this Code of Conduct are never acceptable.Please see below for further details.
Gifts, Hospitality, and Entertainment

Business gifts and entertainment on a modest scale are often used to build goodwill and strengthen working relationships among business associates. Providing or accepting occasional meals, small company mementoes and attending sporting and cultural events may be appropriate in certain circumstances.

Gifts should not be a means to get preferential treatment or to influence our customers. When they are given or received, gifts must be:

  • accepted by our management and
  • adequately recorded in the company’s Gift Registers.

 

Low-Value Gifts

Employee may receive gifts from suppliers, customers or other persons with whom UPG is or may doing business if the gift meets all the following criteria:

  • The gift is not cash or cash equivalent such as gift certificates, gift cards or electronic payments through platform like WeChat Pay (Cash or cash equivalent are strictly prohibited.)
  • The gift is valued below MMK 25,000.
  • The gift is customary and would not appear extravagant, improper or inappropriate to the recipient or an objective observer.
  • The gift will not influence employees’ business judgements and decisions.
  • The gift will not affect the relationships between UPG and its stakeholders.
  • The gift does not result in any special or favored treatment between the giver and recipient.
Business Entertainment

Employees may, from time to time, receive invitations from suppliers or other business partners to attend product launches, sporting events, cultural activities or other entertainment events. Such invitations may be considered appropriate if they comply with the following guidelines:

  • The entertainment is customary and would not appear extravagant, improper or inappropriate to the recipient or an objective observer.
  • Employees’ business judgements and decisions will not be influenced by the entertainment or by the expense involved.
  • The supplier or business partner will be in attendance.
  • Business will be discussed at the event.
  • The value of the entertainment is reasonable and not excessive.
  • The event is held at a venue that is appropriate for business discussions.
  • The offer of entertainment is not made at a particularly sensitive time, for example when proposals or bids are being sought, or a new contract is due to be negotiated.
  • Offers should not be made or accepted routinely or frequently.
  • Employees should always inform their director if they are offered corporate entertainment.

 

It is appropriate for our employees and business partners to conduct business during meal times or arrange business meals to exchange information and ideas. Employees should not schedule meetings during mealtimes solely to receive a ‘free’ meal.

 

However, occasional business meals may be appropriate if they adhere to the guidelines outlined above for business entertainment. Additionally, with internal authorization, employees may occasionally offer to pay for the meal for the supplier or business partner at UPG’s expense.

 

Business Travel

When conducting business that requires travel outside the town, employees may receive offers from suppliers or business partners to cover transportation, accommodation, and meals. Such offers may be considered appropriate if they adhere to the following guidelines:

  • The supplier or business partner will be at the travel destination.
  • Business is the sole reason for travel.
  • The supplier or business partner will pay only for the employee’s expenses and not for the employee’s family members or other travelling companions.
  • Employees should always inform their director if they intend to accept an offer relating to business travel.

 

Reporting

Each employee must report all gifts, hospitality or expenses received from suppliers other business partners to their director. This report should include the following information: date of receipt, the recipient’s name, supplier or other business partner’s name, and a description of items received. Each head of department must maintain a complete record of gifts, hospitality, or expenses which will be subject to review by the respective internal audit team and UPG’s Audit & Risk Committee.

 

Dealings with Public Officials

When dealing with public officials, we shall comply with the Guidelines issued by the Office of the President of Myanmar and effective from April 4, 2016.

 

The following table summarizes applicable conditions under certain circumstances.

NoAmount (MMK)FrequencyReason
125,0004 times per annumAny
1100,0001 times per annumCustomary occasions (like Thadingyut, Christmas, or any other special occasion)
Conflict of Interest

 

All directors, managers, employees, and consultants of UPG are required to comply with the UPG Conflict of Interest Policy.

 

UPG expects that all individual’ actions and decisions will be made objectively and solely in the best interests of the company. They must be avoid any undue influence of personal or external business interests that could interfere with their commitment to the best interest of UPG. Without approval from the UPG Board of Directors, they must not place themselves in any situation where they have a direct or indirect interest or connection with external business activities that relate to any of UPG’s businesses.

Additionally, they are prohibited from competing with any UPG business, taking business opportunity that rightfully belongs to UPG, or using corporate property, information, or their position for personal gain.

Upon discovering a potential conflict of interest with UPG (preferably before the conflict arises), individual must report the the situation to the Corporate Governance Committee of UPG.

 

Examples of conflicts of interest:

  • Employee A works in a UPG subsidiary. Employee A’s spouse is a supplier to this subsidiary.
  • Director B owns a plot of land in Shan State that a UPG subsidiary is considering acquiring for a development project.
  • Employee C’s family owns a construction business, ABC Co., Ltd. with which UPG is considering entering into a joint venture.

 

These situations do not mean that UPG cannot deal with the supplier, buy the plot of land or enter into the joint venture. However, the relevant employee or director is required to declare his or her interest to their respective board of directors. Subsequently, that employee or director may then be restricted from participating in the specific transaction.

2. Fair Competition

UPG is committed to complying with the Myanmar Competition Law and its Regulations, as well as with international standards for fair competition.

Prohibited Activities
  • We will not participate in any verbal or written agreement with our competitors which improperly interferes with free-market forces in any market.
  • We will not discuss pricing with our competitors.
  • We will not attempt to obtain our competitors’ trade secrets or other confidential information of a competitor.

We will not enter into discussion to divide or allocate customers, suppliers, markets, territories or products with a competitor.

3. Records

UPG relies on accurate information and reliable records to make responsible business decisions. These records serve as the basis for managing UPG’s operations, fulfilling UPG’s obligations to shareholders and stakeholders, and ensuring compliance with tax and financial reporting requirements.

 

All directors, managers, and employees are required to:

  • Maintain all books, records and accounts in accordance with legal and regulatory requirements and generally accepted accounting principles in Myanmar.
  • Comply with UPG’s accounting standards and policies and UPG’s system of internal controls.
  • Record and report information promptly, accurately, thoroughly and honestly.
  • Ensure that all financial entries and related disclosures accurately reflect the true nature of transactions and events.
  • Never establish any undisclosed or unrecorded funds, assets or debts on behalf of the Company for any purpose.
  • Sign only those documents believed to be accurate and truthful.

Individuals with concerns regarding questionable accounting or auditing practices, or detected, or suspected fraud, may make a report to the Chairman of the UPG’s Audit & Risk Committee and the Lead Auditor of the respective internal audit team. Such report may be made anonymously.

4. Using UPG’s Resources
UPG Assets

UPG provides you with various assets and applications (e.g., laptops, mobile devices, office supplies, tools, telephones, copiers, automobiles) to carry out the company business. You are responsible for the careful, efficient, and proper use of these assets and resources and must protect them against misuse, damage, theft, or other loss.

 

When using our ICT resources, all employees must remember that they are representing UPG. Every written, oral or electronic communication can enhance or damage UPG’s image. Our ICT resources must not be used for slanderous, libelous, obscene or distasteful communications.

 

Likewise, you may make limited personal use of UPG assets or applications if the use:

  • Is only occasional.
  • Does not result in more than nominal and incident costs.
  • Complies with all applicable laws, UPG Code of Conduct, and other company policies.

However, you may not use UPG’s resources to carry out on any outside business.

 

Confidential Information

UPG’s confidential and proprietary information provide us with advantages in our industry. Unauthorized disclosure or use of this information by others could result in financial loss or competitive herm to UPG. Confidential and proprietary information include any information that has not been disclosed to the general public.

If UPG’s confidential and proprietary information is disclosed and used by others, UPG could be exposed to financial loss or competitive harm. Confidential and proprietary information is information that has not been disclosed to the general public.

Common examples of confidential and proprietary information include business and manufacturing processes, trade secrets, financial information, corporate strategies, and information about relationships with our customers and suppliers. It is very important to our business that this information remains confidential. Unauthorized disclosure could negatively affect our competitive position, damage our relationships with suppliers, or expose us to legal consequences, for example, if we breach a non-disclosure agreement with a business partner.

You may have access to this kind of information in your role, and protecting it against unauthorized disclosure is part of your responsibility. To protect UPG’s confidential and proprietary information, people should:

  • Follow IT policies and guidelines for protecting confidential company information.
  • Never disclose confidential and proprietary information to other parties without an appropriate confidentiality agreement or the proper prior authorization.
  • Never use confidential information for personal gain.
  • Never discuss confidential or proprietary information in public places such as elevators, cars, or restaurants.
  • Be careful about transferring proprietary information.
  • Use confidentiality agreements where appropriate and as advised by the Legal Consultant Team.
5. Careful Communication

People must be cautious and accurate in communicating with others in the course of Company business. It is sometimes easy to send out communications that may inadvertently contain inappropriate information or comments. Take time to prepare all documents and electronic communications thoughtfully and to review them thoroughly.

 

Follow these guidelines:

  • Be clear, concise, and accurate.
  • Maintain a spirit of professionalism in all your communications.
  • Stick to the facts. Do not overstate or exaggerate.
  • Claims regarding the company’s products shall be factual and fully substantiated.
  • Stick to your area of expertise.
  • Never create threatening, sarcastic, or demeaning communications about the company, our people, competitors, customers or suppliers.
  • Avoid phrases that may be misinterpreted as inappropriate or unethical.
  • Select the most appropriate means of communication. Sensitive matters may best be communicated orally.
  • Send communications only to people or other persons who need to receive the communications.
  • Be careful not to disclose confidential information about UPG or others.
  • Never speculate or offer an opinion regarding the legality of business conduct.
  • Do not state, suggest, or imply in your communications that your views or opinions are those of UPG.

 

When you are using social media and internet:

 

  • Use common sense. if you wouldn’t say something in person, do not post it on the Internet, put it in an email or post it on social media.
  • Keep in mind that there is no such thing as anonymity on the Internet.
  • Remember that electronic messages (including emails and text messages) are permanent and transferable records of communications.

Protecting Our Community

1. Human Rights

We fully support the UN Guiding Principles on Business and Human Rights and the International Labour Organization’s Core Conventions.

We abide by the following principles:

  • We have zero-tolerance for discrimination in our workplace. We embrace diversity as a strength.
  • We maintain an inclusive workplace free of harassment.
  • We respect our employees’ right to the freedom of association and collective bargaining.
  • We prohibit any form of forced or compulsory labor, and we aim to abolish child labor and safeguard children rights.
  • We are committed to providing a safe, healthy and respectful workplace to our employees and contractors.
  • We comply with all applicable laws and regulations dealing with wages and hours worked.

We acknowledge that doing the right thing is sometimes hard, but we believe that acting ethically is the only way to develop our business responsibly. We are committed to developing a program to implement and support these principles, and to report on our progress, regularly and transparently.

We are committed to:

  • Address human rights risk, discover incidents of human rights abuse within our company, and act upon human rights related issues.
  • Provide an effective operational grievance mechanism to affected stakeholders to remedy any actual or potential negative impacts caused by UPG’s operations.
2. Environment

Environmental protection and conservation represent one of UPG’s primary policy commitments. We are committed to conducting our operations in compliance with the environmental-related laws and regulations in of Myanmar. Additionally, our flagship subsidiary, UPG P&C will adhere to the manuals, procedures, and guidelines of the company’s ISO 14001:2015 Environmental Management System (EMS) and Responsible Care Management System (RCMS).

Protecting Our Culture

1. Workplace Etiquette and Professionalism

At UPG, workplace etiquette and professionalism are foundational to our corporate culture. We believe that maintaining a respectful and professional workplace environment not only enhances employee morale and productivity but also reinforces our commitment to integrity and excellence.

 

The individuals are required to follow these courtesy and etiquette guidelines in the UPG premises:

 

  • Respect for other: Treat everyone with respect, regardless of their position or background, while acknowledging and respecting the roles within the company.
  • Communication Etiquette: Use polite language and maintain a positive tone in all communications.
  • No Harassment: Maintain a harassment-free work environment by avoiding any forms of harassments, including sexual, discriminatory, bullying, verbal, physical, psychological, or cyber harassment.
  • No Workplace Disturbances: Do not engage in any behaviors that may disturb the workplace, especially affecting neighboring colleagues’ workspaces.
  • Courtesy to Guests: Ensure guests are warmly welcomed, assisted promptly, and treat with respect throughout their visit.
  • Puntuality: Arrive on time for meetings, appointments, and work commitments. Respect other times by being punctual.
  • Maintaining Company Image: Avoid behaviors that could damage the UPG’s image, especially in front of UPG premises.
2. Dressing Standards

Employees are required to comply with specific dress codes based on their job roles and workplace regulations. When not in uniform, the dressing should meet the following guidelines:

 

  • Maintain cleanliness and avoid untidy clothing.
  • Avoid wearing clothing that promote specific ethnic, religious, or political affiliations.
  • Avoid clothing that sexually suggestive.

 

This Code of Conduct will be reviewed, updated and approved annually by the Board of Directors of United Paints Group Co., Ltd. (UPG).

Product Responsibility Statement

As a leading paints & coatings manufacturer in Myanmar, UPG Paint & Coating Co., Ltd. produces and distributes a wide variety of paint products. The company management and all the line departments including Procurement, Research & Development, Production, Quality Assurance, Marketing & Sales have to stick to the company’s policies, procedures and work instructions directly or indirectly related to the product and service responsibility.

 

UPG P&C is one of the participants of the UN Global Compact (UNGC) and Myanmar Responsible Care Council (MRCC). The company has also been practicing the ISO 9001 Quality Management System, ISO 14001 Environmental Management System and ISO 45001 Occupational Health & Safety Management System, and respecting the Consumer Protection Law of Myanmar (2019) and the UN Guidelines for Consumer Protection 1999. Accordingly, all the company’s departments are responsible for the following issues, in terms of product responsibility.

 

  • Quality
  • Safety & Health
  • Environment
  • Legal Compliance
  • Consumer Rights

UPG P&C affirms that the company will continually develop the highest possible standards of the product quality, reduce safety, health & environmental impacts arising out of the products, comply with the Consumer Protection Law of Myanmar (2019),  and respect the consumer rights stated in the UN Guidelines for Consumer Protection 1999.