Clarissa Resorts believe that honesty, integrity and fair play are important assets in our business. All employees of our Organization must ensure that the Organization's reputation is elevated by our complete honesty, loyalty and ethical actions. This Code of Conduct sets out the standards of behavior expected from the employees, and guidelines to handle different situations.


The purposes of this policy are:

  • To strengthen Employees’ awareness of good corporate conduct.
  • To maintain Company’s reputation for conduct in accordance with the highest levels of business ethics and law compliance.
  • To ensure full disclosure of the details of Employees’ business conduct will not have any adverse effect on the Company.


1. Bribery, Illegal Gifts & Commissions

Any employee soliciting an advantage in connection with his work without the permission of the Organization commits an offence. The term "advantage" includes money, gift, loan, fee, reward, office, employment, contract, service and/or favor.

It is the policy of the Organization to prohibit employees from soliciting any advantage from clients, suppliers or any person in connection with Organization’s business.

2. Accepting Advantages

Employees should decline advantages offered in connection with their work if the acceptance of such advantages could affect their objectivity or induce them to act against the Organization's interests or lead to complaints of bias.

3. Offering Advantages

Under no circumstances may an employee offer bribes or similar considerations to any person or Organization for the purpose of influencing such person or Organization in business dealings. Any advantage given in the conduct of the Organization's business should be in accordance with the Organization's prevailing policies on such matters and prior written approval of the Organization should be obtained.

4. Entertainment & Hospitality Industry Practice

Although entertainment, discounts and complimentary services which are common in the hospitality industry are acceptable forms of business and social behavior, employees should turn down invitations to meals or entertainment or offers for discounts and complimentary services that are excessive in nature or frequency, so as to avoid embarrassment or loss of objectivity when conducting the Organization’s business. Under no circumstance should an employee accept undue hospitality that is not common in the industry.

5. Use of Proprietary Information

Employees are not allowed at any time to disclose any proprietary information to anybody outside the Organization without permission. Such information may relate to all aspects of the Organization's operations including investment strategies, sales and marketing plans, new products, financial projections, patent applications, clientele database, copyrighted materials, etc. It is the responsibility of each employee, who has access to or is in control of proprietary information to provide adequate safeguards to prevent its abuse or misuse. Examples of misuse include disclosure of information in return for monetary rewards, use of information for personal interest, and disclosure of information to sabotage the Organization’s interest.

6. Handling ‘Conflict of Interest’ Situations

‘Conflict of interest’ situations arise when the personal interests of employees compete or conflict with the interests of the Organization. Employees should avoid such situations, actual or potential, which may compromise the integrity of the employees and put the Company's interests and reputation at stake. Every employee of the Organization should take it as his/her personal responsibility to avoid engaging in situations that may lead to or involve conflict of interest. He/she should at all times ensure that his/her dealings with customers, suppliers, contractors and colleagues do not place him/her in a position of obligation that may lead to a conflict of interest.

7. Insider Trading

The Organization will not tolerate the use of insider information by employees to secure personal advantage at the expense of the Organization, or over those not in the Organization. The use of insider information, which has not been made public, for personal gain is illegal, unethical and is strictly prohibited.

8. Misuse of Company Assets and Resources

Appropriation of Organization properties, including raw materials and finished goods by employees for personal use or for resale is a crime of theft and renders the culprit liable to dismissal and prosecution.

9. Sexual Harassment, Workplace Harassment & Violence

Sexual harassment may include unwanted sexual advances, sexual jokes, subtle or overt pressure for sexual favors, sexual innuendoes, and offensive propositions. These will not be tolerated. Likewise, the Organization will not tolerate workplace harassment, abuse or violence of any kind. This includes threats, intimidation, bullying, subjecting individuals to ridicule or unwarranted exclusion.

10. Loans

An employee or his immediate family should not grant or guarantee a loan to, or accept a loan from or through the assistance of any individual or company having business dealings with the Organization. There is, however, no restriction on normal loans from banks or financial institutions made at the prevailing interest rates and terms.

11. Personal Conduct Outside Hours of Work, Including Outside Employment

Employees should not take up concurrent employment, either regularly or on a consulting basis, without the prior written approval from the Organization. Applications for outside employment should be sent to the Manager - Human Resources. Employees are advised not to engage in frequent and excessive gambling of any kind, with persons having business dealings with the Organization. In social games with clients, contractors or suppliers, employees must exercise judgment and withdraw from any high stakes games.

12. Health and safety of employees

The health and safety of its employees constitutes the top priority for Clarissa. It is thus expected that suppliers and other business partners will strive for the implementation of occupational health and safety regulations at a high level, will adhere to the relevant occupational health and safety regulations and will ensure a safe working environment that is conducive to good health, serving to maintain the health of employees and to avoid accidents, injuries and work-related illnesses.

13. Environmental Compliance

It is our policy to conduct our business in an environmentally responsible way that minimizes environmental impacts. We are committed to minimizing and, if possible, eliminating the use of any substance or material that may cause environmental damage, reducing hazardous waste generation and disposing of all waste through safe and responsible methods, minimizing environmental risks by employing safe technologies and operating procedures, and being prepared to respond appropriately to accidents and emergencies. Violation of environmental laws can be a criminal offence and can involve monetary fines and imprisonment. We expect employees to comply with all applicable environmental laws.

14. Political Party Participation

As a general rule, employees are to refrain from participating in political activities in a manner that will invite censure to the Organization. Employees have a right to their political beliefs, as long as the view presented is of the employee, and does not involve the Organization. Employee will avoid involvement in any affiliation or activity pertaining to a Political party during the paid Organization time. It is our general policy not to make contributions to political parties at any level of government.

15. Disciplinary Issues

Disciplinary actions, including termination, will be taken against any violators who commit any acts of theft or fraud, threats, intimidation, bullying, subjecting individuals to ridicule or unwarranted exclusion or violation any above mentioned policies.


All Employees, wherever located, are expected to understand, observe and promote compliance with both the spirit and letter of the Code to the full extent allowed by the statutes, laws, regulations or ordinances of any relevant jurisdictions.

1. New Hires

  • All new hires are to be given a copy of the Code of Corporate Conduct.
  • All new hires must return the signed declaration form (Associate Declaration Form) to the respective HR Department within one week of commencement of employment.
  • Each HR Department must send a copy of all new declarations to Company HR before the end of each month.

2. Existing Employees

  • Existing Employees must sign, on an annual basis, a statement declaring the nature of any potential Conflict of Interest, and guaranteeing that no other form of Conflict of Interest exists or is contemplated.
  • This annual exercise must be done during January of each year and a copy of all declarations must be submitted to Company HR by 30 January of that year.
  • Any Officer who subsequently contemplates entering into a transaction with a potential Conflict of Interest must notify the HR Department Immediately.
  • Any clarification required should be referred to the Head of Human Resources.

3. Breach

If any Employee observes any actual or potential breach of the Code, irregularity, impropriety, fraud or other inappropriate activity by a fellow Officer, he/ she should immediately report it to his/ her supervisor or the HR Department. Failure to comply with the Code may result in disciplinary action including termination of employment and the return of incentive components of the Officer’s remuneration in the preceding 12 months from the Event of Wrongdoings.

4. Recovery of Bonuses and Incentives

The executive shall be obliged to return all incentives, bonuses and share awards (“Incentive Award”) received in the preceding 12 calendar months from an Event of Wrongdoings as follows:

  • The Incentive Award that has been granted on the basis of materially inaccurate financial statements; and/or
  • The executive has engaged in conduct that has directly or indirectly caused, resulted in and/or contributed to:
  • any financial loss or reputational harm to the Organization; and/or

    the need for a restatement of the financial results or financial statements of the Organization; and/or

    any adverse change in the risk profile or rating of the Organization, or is otherwise detrimental to the Organization and/or the businesses conducted by any member of the Organization; and/or

    there has been a deterioration in the financial performance of the Organization.

  • The Incentive Award which shall be refundable in cash by the executive shall include any cash or cash equivalents of any bonus in kind received by the employee (e.g. Company’s shares distributed under the RBP and/or PSUP plans) for the 12 months preceding the Event of Wrongdoing.
  • The refund shall be made no later than 15 days from the date of any written notice from the Company pursuant to this clause.

This Policy was reviewed and approved by Audit & Risk Committee and Board of Directors’ Meeting on _______________________ and _______________________ respectively.