Anti-Bribery And Corruption Policy

1. INTRODUCTION

This Anti-Bribery and Corruption Policy (“this or the Anti-Bribery and Corruption Policy/this or the Policy”) is issued pursuant to Section 17A of the Malaysian Anti-Corruption Commission (Amendment) Act 2018 (Act A1567) (“MACC Amendment Act 2018”) read together with the Malaysian Anti-Corruption Commission Act 2009 (Act 694) (“MACC Act 2009”) (collectively called “MACC Act 2009 (MACC Amendment Act 2018)”).

2. The provisions of section 17A of the MACC Amendment Act 2018 establishes the principle of an organization’s criminal liability (corporate liability) for the corrupt practices of its associated persons (i.e. director, partner or employees/personnel/staffs of the organization or the person who performs services for or on behalf of the organization such as a vendor, supplier, contractor, sub-contractor, business partner or third party) where such corrupt practices are carried out for the organization’s benefit or advantage, whilst the organization does not have adequate policies/procedures on anti-corruption and bribery in place.

3. In conjunction with the above, Access Jewel Sdn. Bhd. (201401043888 (1120074-K)) (“the Company”) adopts an anti- corruption and bribery management process. The need to implement this process supports sustainable development goal by combating Bribery and Corruption (as defined herein). This further showcases the Company’s commitment in upholding the highest level of ethics and integrity in the daily conduct of doing business.

4. Engaging in Bribery and Corruption can have severe consequences for Personnel and the Company. Personnel may face dismissal, fine and imprisonment and the Company may face damage to reputation, financial loss and disbarment from business and other negative consequences.

2. DEFINITION

   1. “Bribery” means any action which would be considered as an offence of corruptly soliciting/receiving or offering/promising/giving “Gratification” or using office or position (abuse of power) for “Gratification” under the MACC Act.

In essence, this means offering, promising, giving, receiving or soliciting something of value in an attempt to illicitly influence the decisions or actions of a person in position of trust within an organization.

2. “Business Associates” means an external party with whom the Company has or plans to establish some form of business relationship. This includes but is not limited to clients, customers, joint venture partners, consortium partners, outsourcing providers, contractors, consultants, subcontractors, suppliers, vendors, advisers, agents, distributors, representatives, intermediaries and investors.

3. “Closely Related Person/Closely Related Persons” refers to both biological and non-biological relationships and includes but is not limited to someone a Personnel is related to (Relative or Immediate Family Member), having a personal friendship with or anyone living in the same household as the Personnel.

Relative or Immediate Family Member of the Personnel includes:

• spouse;

• siblings (brother/sister);

• spouse’s siblings;

• direct line of ascendants (parents/step-parents/grandparents) or descendant (children (including step-children and adopted children)/grandchildren) of the Personnel, Personnel’s spouse, Personnel’s siblings and Personnel’s spouse siblings;

• uncle, aunty or cousin;

• son-in law or daughter-in law.

  1. “Company Secretary” means the internal company secretary employed by the Company.

  2. “Conflict of Interest” means a situation in which a Personnel is in a position to take advantage of his or her role in the Company for his or her personal benefit or for the benefit of a Closely Related Person. A Conflict of Interest would undermine the duties of good faith, fidelity, diligence and integrity expected by the Company from its Personnel in the performance of his/her duties and obligations. The types of Conflict of Interest is defined more particularly in paragraph 13 hereof.

  3. “Corporate Gift” means something given from one organization to another, with the appointed representatives of each organization giving and accepting the gift. Corporate gifts may also be promotional items given out equally to the general public at events, trade shows and exhibitions as part of building the Company’s brand. The gifts are given transparently and openly, with the implicit or explicit approval of all parties involved. Corporate gifts normally bear the Company name and logo. Examples of corporate gifts include items such as diaries, table calendars, pens, notepads and plaques.

  4. “Corporate Hospitality” means the considerate care of Personnel or Business Associates or Public Officials, whether current, prospective or historic, which may include refreshments, accommodation and entertainment at a restaurant, hotel, club, resort, convention, concert, sporting events or other venues. Provision of travel may also be included, as may other services such as provision of guides, attendants and escorts; use of facilities such as a spa, golf course or ski resort with equipment included.

  5. “Corruption” means abuse of entrusted power for personal gain (as defined by the Transparent International – see “Transparency International” below). This definition of corruption is used in this Policy. See also the definition for “Bribery”, which is the term used primarily in this Policy.

  6. “Donations and Sponsorships” means charitable contributions and sponsorship payments made to support the community. Examples include sponsorship of educational events, supporting NGOs and other social causes.

  7. “Director/Directors” means a director/the directors of the Company.

  8. “Department/Division” means the respective departments/divisions of the Company.

  9. “Entertainment” includes golf games, movies, karaoke, spa, orchestra, theater, concerts and other similar events.

  10. “Gratification” as defined in the MACC Act 2009 means the following:

• money, donation, gift, loan, fee, reward, valuable security, property or interest in property being property of any description whether movable or immovable, financial benefit or any other similar advantage;

• any office, dignity, employment, contract of employment or services and agreement to give employment or render services in any capacity;

• any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part;

• any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction or percentage;

• any forbearance to demand any money or money’s worth or valuable thing;

• any other service or favor of any description including protection from any penalty or disability incurred or apprehended or from any action or proceedings of a disciplinary, civil or criminal nature, whether or not already instituted, and including the exercise or the forbearance from the exercise of any right or any official power or duty; and

• any offer, undertaking or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (a) to (f).

  1. “Exposed Position” means a Personnel’s position identified as vulnerable to Bribery and Corruption through a risk assessment. Such positions may include any role involving procurement or contract management, financial approvals, human resource, relations with government officials or government departments, sales positions where negotiation with an external party is required or other positions which the Company has identified as vulnerable to Bribery and Corruption.

  2. “ED” means the Directors of the Executive Committee of the Company.

  3. “GM” means the General Manager of the Company.

  4. “HR & Administration Department” means the Human Resources and Administration Department of the Company.

  5. “HOD” means the head of the Divisions/Departments of the Company.

  6. “Personnel” means individuals directly contracted to the Company on an employment basis, including permanent and temporary employees/staffs and the Directors of the Company.

  7. “Transparency International” means an independent, non-governmental and non-partisan organization committed to fight against corruption. See: https://www.transparency.org/about

  8. “Whistleblower” means the party making the disclosure of any acts of Bribery & Corruption.

2. ANTI-BRIBERY AND CORRUPTION COMMITMENT

   1. The Company is committed to conducting business dealings with integrity. Integrity is the practice of being honest and showing a consistent and uncompromising adherence to strong moral and ethical principles & values. This means avoiding practices of Bribery and Corruption of all forms in the Company’s daily operations.

   2. The Company has a zero-tolerance approach against all forms of Bribery and Corruption. Bribery and Corruption in all forms relating to the Company’s activities is strictly prohibited (“Anti-Bribery and Corruption Commitment”).

   3. Bribery and Corruption may take the form of anything of value, such as money, goods, services, property, privilege, employment position or preferential treatment. All Personnel and Business Associates shall not therefore, whether directly or indirectly, offer, give, receive or solicit any item of value, in the attempt to illicitly influence the decisions or actions of a person in a position of trust within the Company, either for the intended benefit of the Company or the persons involved in the transaction.

   4. The Anti-Bribery and Corruption Commitment and this Policy is equally applicable to the Company’s business dealings with commercial (“private sector”) and Government/Public Body (as defined herein) (“public sector”) including their directors, personnel, agents and other appointed representatives. Even the possible appearance of Bribery or Corruption is to be avoided.

   5. The Anti-Bribery and Corruption Commitment applies to all countries worldwide, without exception and without regard to regional customs, local practices or competitive conditions.

   6. No Personnel, Business Associate or Public Official will suffer demotion, penalty or other adverse consequences in retaliation for refusing to pay or receive bribes or participate in other illicit behavior.

   7. Full compliance to both the spirit of the Anti-Bribery and Corruption Commitment and this Policy is mandatory and should be maintained.

3. OBJECTIVE

The principal objectives of this Policy are:

• To foster the growth of a business environment that is free of Bribery and Corruption.

• To ensure all Personnel take reasonable measures to ensure their daily activities do not involve Bribery and Corruption.

• To provide guidance on how to recognize and deal with Bribery and Corruption issues.

• To avoid any penalty from the relevant authorities due to non-compliance of any acts related to integrity and Anti-Bribery and Corruption.

4. SCOPE

   1. This Policy is applicable to the Company and all its Personnel.

   2. It is also mandatory that all Business Associates and Public Officials comply with the relevant parts of this Policy when performing works or services for the Company.

5. POLICY OWNER

The Company is the owner of this Policy.

6. RECOGNITION OF LOCAL AND INTERNATIONAL LEGISLATION

   1. The Company is committed to conducting its business ethically and in compliance with all applicable laws and regulations in the countries where it does business.

   2. These laws include but are not limited to the Malaysian Penal Code (revised 1977) (and its amendments), the MACC Act 2009, the MACC Amendment Act 2018, the Companies Act 2016, the US Foreign Corrupt Practices Act 1977 (amended 1998) and the UK Bribery Act 2010 (collectively “Applicable Laws”). These Applicable Laws prohibit Bribery and Corruption and mandate that companies establish and maintain accurate books and records and sufficient internal controls.

   3. This Policy shall at all times be subject to the laws and regulations of Malaysia. In the event of any conflict or inconsistency between the provisions of this Policy and the laws and regulations in Malaysia, the latter shall prevail.

7. PRINCIPLES ON ANTI-BRIBERY AND CORRUPTION ON GIFTS, ENTERTAINMENT AND CORPORATE HOSPITALITY

   1. No-Gift Policy

      1. The Company adopts a “No-Gift Policy” whereby all Personnel shall not solicit or accept any gifts from any external parties (including Business Associates and Public Officials) that may have a direct or indirect business interest with the Company.

      2. The Company requires all Personnel to abide by this Policy to avoid a Conflict of Interest between the Company and the external parties (including Business Associates and Public Officials) as a gift can be seen as bribe that may tarnish the Company’s reputation or be in violation of the Applicable Laws.

      3. Any gift of cash or cash value (e.g. vouchers, coupons, shares, commission, etc.) is strictly prohibited at all times.

      4. Any gift which violates the terms of “No Gift Policy” must be declined/returned with an explanation note from the Personnel concerned thanking the external party (including Business Associates and Public Officials) for the gift and explaining politely about the Company’s “No Gift Policy” and to proceed to decline/return the gift accordingly.

   2. Receiving Gifts

      1. The Company is very much aware that in certain cultures or situations, gift giving is a central part of business etiquette. Despite acknowledging the Company’s “No-Gift Policy” some external parties (including Business Associates and Public Officials) may still insist in providing gifts to the Personnel and/or Closely Related Person.

      2. Although the general principle is to immediately refuse such gifts, accepting a gift on behalf of the Company is allowed only in very limited circumstances, whereby refusing the gift is likely to seriously offend and may sever the business relationship between the Company and the external party (including Business Associates and Public Officials).

      3. In these limited circumstances, Personnel may accept a gift (only Corporate Gifts, festive or ceremonial gifts), PROVIDED THAT ALL the following conditions (“Conditions for Receiving”) are fulfilled:

• Made for the right reason – It shall be clearly received as an act of appreciation or common courtesy associated with festive seasons or other ceremonial occasions;

• No obligation – It shall not be used to cause or induce the Personnel to improperly or illegally influence any business action or inaction or cause others to perceive an improper influence;

• No expectation – It shall be made without expectation of any favor or improper advantages from the Personnel;

• No Conflict of Interest – There shall be no Conflict of Interest in accepting/receiving the gift;

• Made openly – It shall not be made secretly and shall be documented;

• Reasonable value – Its type and value shall commensurate with the occasion and in accordance with the general business practice; and

• Legal – It shall be in compliance with the Applicable.

  1. Even if it may appear disrespectful to refuse a gift from an external party (including Business Associates and Public Officials), nevertheless, if any of the conditions set out in paragraph 8.2.3 hereof is not fulfilled, then clearly the Personnel cannot accept the said gift. In this situation, the gift shall be politely declined and returned with a note of explanation about the Company’s “No Gift Policy”.

  1. Providing Gifts

     1. As a general principle, Personnel are not allowed to provide gifts to external parties (including Business Associates and Public Officials) with the exception of a Director, the GM or any other Personnel approved by a Director or the GM.

     2. Subject to the provisions in paragraph 8.3.1 hereof, a Personnel may provide gifts (only Corporate Gifts, festive or ceremonial gifts) PROVIDED THAT ALL the following conditions (“Conditions for Providing”) are fulfilled:

• Made for the right reason – It shall be clearly given as an act of appreciation or common courtesy associated with festive seasons or other ceremonial occasions;

• No obligation – It shall not be used to cause or induce the receiver to improperly or illegally influence any business action or inaction or cause others to perceive an improper influence;

• No expectation – It shall be made without any expectation of any favor of improper advantages from the receiver;

• No Conflict of Interest – There should be no Conflict of Interest in providing the gift;

• Made openly – It shall not be made secretly and must be documented;

• Reasonable value – Its type and value must commensurate with the occasion and in accordance with general business practice; and

• Legal – It shall be compliance with the Applicable Laws and the provisions set out in this Policy.

  1. All expenses incurred to provide gifts shall be properly kept, documented and recorded by the respective Departments/Divisions for audit purposes.

  1. Receiving Entertainment

     1. As a general principal, the Company prohibits Personnel from soliciting Entertainment nor are they allowed to accept Entertainment that is excessive, inappropriate, illegal or given in response to, in anticipation of or to influence a favorable business decision particularly from parties engaged in a tender or competitive bidding exercise.

     2. The Company recognizes that the occasional acceptance of a reasonable and modest level of Entertainment provided by an external party (including Business Associates and Public Officials) in the normal course of business is a legitimate way to network and build good business relationships. However, it is important for Personnel to exercise proper judgment in receiving the Entertainment fulfilling the Conditions for Receiving set out in paragraph 8.2.3 hereof before accepting Entertainment offered or provided by an external party (including Business Associates and Public Officials). This is not only to safeguard the Company’s reputation, but also to protect Personnel from allegations of impropriety or undue influence.

  2. Providing Entertainment

     1. The Company recognizes that providing modest Entertainment is a legitimate way of building business relationships and such a common practice within the business environment to foster good business relationship with external parties (including Business Associates and Public Officials). As such, Personnel are allowed to entertain external parties (including Business Associates and Public Officials) through a reasonable act of hospitality as part of business networking as well as a measure of goodwill towards the recipients provided that the Conditions for Providing set out in paragraph 8.3.2 hereof are fulfilled.

     2. In the event any Personnel finds that the Entertainment is beneficial to network and build good business relationship, subject to fulfilling the Conditions for Providing as set out in paragraph 8.3.2 hereof, Personnel may pursue the Entertainment by recording the Entertainment.

     3. All expenses incurred to provide Entertainment shall be properly kept, documented and recorded for audit purposes.

  3. Receiving Corporate Hospitality

     1. As a general principle, the Company strictly prohibits Personnel from soliciting Corporate Hospitality nor are they allowed to accept Corporate Hospitality that is excessive, inappropriate, illegal or given in response to, in anticipation of, or to influence a favorable decision, particularly from parties engaged in a tender or competitive bidding exercise (i.e. contractors, vendors, suppliers etc.).

     2. Notwithstanding the above, the Company recognizes that the occasional acceptance of an appropriate level of Corporate Hospitality given in the normal course of business is usually a legitimate contribution to building good business relationships.

     3. In the event any Personnel finds that the Corporate Hospitality is beneficial to network and build good business relationship, subject to fulfilling the Conditions for Receiving as set out in paragraph 8.2.3 hereof, the Personnel may accept the Corporate Hospitality.

  4. Providing Corporate Hospitality

     1. The Company recognizes that providing Corporate Hospitality to external parties (including Business Associates and Public Officials) be it through corporate events, sporting events or other public events, is a legitimate way to network and build goodwill in business relationships.

     2. While providing Corporate Hospitality is a reflection of the Company’s courtesy and goodwill, the Personnel must exercise proper care to protect the Company’s reputation against any allegation of impropriety or the perception of Bribery and Corruption when the arrangements could influence or be perceived to influence the outcome of a business decision.

     3. In the event any Personnel finds that the Corporate Hospitality is beneficial to network and build good business relationship, subject to fulfilling the Conditions for Providing as set out in paragraph 8.3.2 hereof, the Personnel may pursue the Corporate Hospitality.

     4. All expenses incurred to provide the Corporate Hospitality shall be properly kept, documented and recorded by the respective Departments/Divisions for audit purposes.

  5. Dealing with Public Officials

     1. Public official means any person who is a member, an officer, an employee or a servant of a Public Body (as defined herein) and includes a member of an administration, a member of Parliament, a member of a State Legislative Assembly, a judge of the High Court, Court of Appeal or Federal Court and any person receiving any remuneration from public funds. Public Body includes any of the following (“Public Body”):

• the Government of Malaysia;

• the Government of a State;

• any local authority and any other statutory authority;

• any department, service or undertaking of the Government of Malaysia, the Government of a State, or a local authority;

• any society registered under subsection 7(1) of the Societies Act 1966;

• any branch of a registered society established under section 12 of the Societies Act 1966;

• any sports body registered under section 17 of the Sports Development Act 1997;

• any co-operative society registered under section 7 of the Co-operative Societies Act 1993;

• any trade union registered under section 12 of the Trade Unions Act 1959;

• any youth society registered under section 9 of the Youth Societies and Youth Development Act 2007;

• any company or subsidiary company over which or in which any public body as is referred to in paragraph (a), (b), (c), (d), (e), (f), (g), (h), (i) or (j) has controlling power or interest; or

• any society, union, organization or body prescribe from time to time as a Public Body.

  1. The term Public Official includes a Relative, Associate, Closely Connected Individual and companies related to the Public Official in its/their capacity as directors, members of management or beneficial owners. Relative, Associate, Closely Connected Individual is defined as follows:

“Relative” means:

• a spouse of the Public Official;

• a brother or sister of the Public Official;

• a brother or sister of the spouse of the Public Official;

• a lineal ascendant or descendant of the Public Official;

• a lineal ascendant or descendant of a spouse of the Public Official;

• a lineal descendant of a person referred to in paragraph(ii);

• the uncle, aunt or cousin of the Public Official; or

• the son-in-law or daughter-in-law of the Public Official.

“Associate” means:

• any person who is a nominee or an employee of the Public Official;

• any person who manages the affairs of the Public Official;

• any organisation of which the Public Official, or any nominee of his, is a partner, or a person in charge or in control of, or has a controlling interest in, its business or affairs;

• any corporation within the meaning of the Companies Act 2016, of which the Public Official, or any nominee of his, is a director or is in charge or in control of its business or affairs, or in which such person, alone or together with any nominee of his, has or have a controlling interest, or shares to the total value of not less than thirty per centum (30%) of the total issued capital of the corporation; or

• the trustee of any trust, where:

1. the trust has been created by the Public Official; or

2. the total value of the assets contributed by the Public Official to the trust at any time, whether before or after the creation of the trust, amounts, at any time, to not less than twenty per centum (20%) of the total value of the assets of the trust.

“Closely Connected Individual” means:

• extended family members, such as relatives (biological or non-biological relationship);

• financially dependent individuals (i.e. persons salaried by the Public Official such as drivers, bodyguards, secretaries);

• business partners or associates;

• prominent members of the same organization as the Public Official;

• individuals working closely with the Public Official (i.e. work colleagues); or

• close friends.

  1. Any business relationship with the Company involving Public Officials who otherwise has direct relationship with the Company, requires disclosure. In addition, specific prior approval for establishing business relationships with such Public Officials shall be obtained by Management of the Company from the ED.

  2. All Personnel shall ensure that the Conditions for Providing as set out in paragraph 8.3.2 hereof are fulfilled for provisions of gifts, Entertainment or Corporate Hospitality to any Public Official.

8. PRINCIPLES ON ANTI-BRIBERY AND CORRUPTION ON CORPORATE SOCIAL RESPONSIBILITY (CSR), DONATIONS AND SPONSORSHIPS

   1. CSR, Donations and Sponsorships

      1. Any CSR, Donations and Sponsorship activities conducted must not be used as a conduit to circumvent, avoid or evade the Applicable Laws or any regulatory requirements. Most importantly, it shall not be used to facilitate Bribery and Corruption, illegal and money laundering activities.

      2. All CRS, Donations and Sponsorship request must be carefully examined for legitimacy and not be made to improperly influence a business outcome.

      3. The proposed recipient must be a legitimate organization and appropriate due diligence must be conducted to ascertain that the benefits reach their intended recipient whilst the programs meet the intended objectives.

      4. Any CSR, Donations and Sponsorships shall only be made by Personnel, subject to fulfilling the Conditions for Providing as set out in paragraph 8.3.2 hereof.

   2. Political Contribution/Donation

      1. Any political contribution/donation shall not be used as a conduit to circumvent, avoid or evade the Applicable Laws or any regulatory requirements. Most importantly, it shall not be used to facilitate Bribery and Corruption, illegal and money laundering activities.

      2. Any provision for political contribution/donation shall be subject to fulfillment of the Conditions for Providing as set out in paragraph 8.3.2 hereof.

      3. The Company encourages its Personnel to participate in the political election process by voting. Personnel may choose to make personal political contributions as appropriate within the limits established under law. However, under no circumstance will any Personnel be compensated or reimbursed in any way by the Company for a personal political contribution.

      4. All Personnel are prohibited from acting on the matters below without first obtaining the prior approval of the GM and the ED:

• using their position within the Company to try to influence any other person (whether or not employed by the Company) to make political contributions or to support politicians and/or their parties in any country;

• make any contribution or incur any expenditure using the Company’s resources to benefit any political campaign, party and/or politician in any country;

• the use of the Company’s facilities, equipment and resources for any political campaign and party function.

9. PRINCIPLES ON ANTI-BRIBERY AND CORRUPTION ON FACILITATION PAYMENTS

   1. Facilitation payment is a payment or other provisions made personally to an individual in control of a process or decision. It is given to secure or expedite the performance of a routine or administrative duty or function. Facilitation payments need not involve cash or other financial assets. It can be any sort of advantage with the intention to influence an individual in his/her duties

   2. The Company adopts a strict policy of disallowing the use of facilitation payments in its business.

   3. Offering, promising or requesting facilitation payments is just as prohibited as actually paying or receiving facilitation payments. The Company prohibits accepting or obtaining, either directly or indirectly, facilitation payments from any person for the benefit of the Personnel himself/herself or for any other person. The reason underlying this prohibition is that facilitation payment is a form of Bribery and Corruption.

   4. Personnel shall not offer, promise, give, request, accept or receive anything which might reasonably be regarded as a facilitation payment. If any Personnel (besides the GM) receives a request or is offered facilitation payments, he/she shall immediately report the matter to his/her HOD and the GM. In the case of the GM he shall immediately report the matter to the ED.

10. PRINCIPLES ON ANTI-BRIBERY AND CORRUPTION ON RECRUITMENT, PROMOTION AND SUPPORT OF PERSONNEL

    1. The Company recognizes the value of integrity in its Personnel. The Company’s recruitment, training, performance evaluation, remuneration, recognition and promotion of all Personnel is designed and regularly updated to recognize integrity.

    2. The Company shall ensure that the most qualified and suitable individuals are employed. This is crucial to ensure that no element of Bribery and Corruption is involved in hiring of Personnel.

11. PRINCIPLES ON ANTI-BRIBERY AND CORRUPTION ON BUSINESS ASSOCIATES

    1. The Company’s dealings with Business Associates must be carried out in compliance with all relevant laws and consistent with the values and principles of this Policy. As part of this commitment, all forms of Bribery and Corruption are unacceptable and will not be tolerated.

    2. The Company accepts that all Business Associates acting for and on its behalf to share the Company’s values and ethical standards as their action can implicate the Company legally and tarnish the Company’s reputation. Therefore, when the Company engages with Business Associates, the Company is obliged to conduct appropriate counterparty due diligence to understand the business and background of the respective business counterparties before entering into any arrangements with them. This is to safeguard that the Company deals with counterparties that subscribe to acceptable standards of integrity in the conduct of their business.

    3. To help ensure that the Company only does business with Business Associates that share the Company’s standards of integrity, all HOD(s) shall exercise the following:

• Conduct due diligence to assess the integrity of the Business Associates. Do not enter into any business dealings with Business Associates reasonably suspected or engaged in Bribery and Corruption and improper business practices unless those suspicions are investigated and resolved.

• All Business Associates are made aware of the Company’s policy on Anti-Bribery and Corruption as stipulated in this Policy.

• All Business Associates must sign the Company’s Business Associate’s Declaration Form

12. CONFLICT OF INTEREST

    1. All Personnel should avoid situations in which Conflict of Interest could occur.

    2. There are three (3) types of Conflict of Interest:

• An actual Conflict of Interest is when a Personnel is faced with a > real and existing conflict.

• A potential Conflict of Interest is when a Personnel is in or could > be in a situation that may result in a conflict, but this has not > fully materialized.

• A perceived Conflict of Interest is when a Personnel is in or could > be in a situation that may appear to be a conflict, even if it is > not the case.

  1. If Personnel are unsure if he/she has an actual, potential or perceived Conflict of Interest, the Personnel should consult the HR & Administration Department for advice. Alternatively, the Personnel may make a declaration to the HR & Administration Department, who will record the declaration and determine the next course of action to be taken by the Personnel.

13. RECORD-KEEPING

All Departments/Divisions shall maintain written records evidencing that due- diligence has taken place and that any risks identified have been carefully considered and mitigated as practicably as possible.

14. WHISTLEBLOWING POLICY

    1. The Company strongly encourages reporting (Whistleblowing) of real or suspected cases of Bribery and Corruption without fear of retaliation or reprisal.

    2. The Company established an avenue for the reporting of Bribery, Corruption and other forms of misconduct, including violations of this Policy through designated secure channels, available to all Personnel and external parties including Business Associates. Details of the whistleblowing procedure are available in the Company’s Whistleblowing Policy.

    3. The Company is committed to the enforcement of this Policy and provides assurance that Whistleblowers will not suffer any form of retribution, victimization or detriment, so long as reports are done in good faith (i.e. not done with malicious intent and without substantiation in order to damage another person or organization). Such protection is accorded even if the investigation later reveals that the Whistleblower is mistaken regarding the facts, rules and procedures involved.

15. TRAINING AND AWARENESS

    1. The Company shall conduct an awareness program for all its Personnel on the Company’s position regarding Anti-Bribery and Corruption, integrity and ethics

    2. Training shall be provided on a regular basis, in accordance with the level of Bribery and Corruption risk related to the position.

    3. Business Associates shall also undergo appropriate training, where a risk assessment identifies them as posing Bribery and Corruption risk to the Company.

16. AUDIT AND COMPLIANCE

Regular audits shall be conducted to ensure compliance to this Policy. Such audits may be conducted internally by the Company or by an external party. Audit documentation should include performance improvement action plans.

17. SANCTIONS FOR NON-COMPLIANCE

    1. Non-compliance as identified by the audit and any risk areas identified through this Policy and/or other means should be reported to the ED in a timely manner in accordance with the level of risk identified.

    2. The Company regards acts of Bribery and Corruption as serious matters and will apply penalties in the event of non-compliance to this Policy and other means should be reported to the ED in a timely manner in accordance with the level of risk identified.

    3. For Personnel, non-compliance may lead to disciplinary action including termination of employment.

    4. For Business Associates, non-compliance may lead to penalties including termination of contract. Further legal action may also be taken in the event that the Company’s interests have been harmed in the event of non-compliance.

18. REVISION

This Policy shall be updated, amended or revised from time to time to ensure that it continues to remain relevant and appropriate.