Anti-Corruption Policy

1. OUR COMMITMENT

The Director ("Director") of Finther Tecnologica Sdn Bhd ("FINTEC" or "Company") are committed to conducting business dealings with integrity and in compliance with all laws and regulations.

Under the new Section 17A of the MACC Act 2009 ("Act"), a commercial organization can be charged with a criminal offence if a person associated with it corruptly gives, offers or promises any gratification to any person with an intent to obtain or retain business or a business advantage for the said commercial organization.

This Policy was developed with guidance from the Ministerial Guidelines on Adequate Procedures pursuant to Section 17A (5) of the MACCA ("Ministerial Guidelines").

This means avoiding practices of bribery and corruption of all forms in the company's daily operations. The Company has adopted a zero-tolerance approach against all forms of bribery and corruption and takes a strong stance against such acts. Employees who refuse to pay or receive bribes or participate in acts of corruption WILL NOT be penalized even if such refusal may result in the Company losing its business or not meeting the targets.

The scenarios provided within this ABAC Policy do not limit the boundaries of the Policy which may be extended to cover all circumstances relating to bribery. Compliance to the Policy is mandatory and will be monitored with a principle-based approach.

2. BACKGROUND

The Company highlighted Integrity as the first core values in the business conduct. Each Employee shall uphold high levels of personal and professional values in all business interactions and decisions.

The nature of the Company's business requires its employees to engage in business with a wide range of parties, both internal as well as external. This Policy establishes the boundaries on interactions with all parties.

This Policy also provides guidance on how to act when subjected to potential acts of bribery and matters of corruption.

This Policy shall be read in conjunction with the Malaysian Anti-Corruption Commission Act 2009 and its 2018 amendment ("MACCA").

3. OBJECTIVE

This Policy was developed to publicly communicate the Company's position on bribery and corruption. This Policy seeks to provide guidance on the procedures and generate awareness about the obligation to adopt and implement an effective anti-bribery and anticorruption compliance program, in line with the applicable laws and regulations, to prevent bribery and corruption from occurring in all activities that may arise in its day-to-day operations.

In the event of any conflict or inconsistency between the provisions of ABAC Policy and the policies issued by the Company from time to time, ABAC Policy shall take precedence. In the event of any conflict or inconsistency between the provisions of this Policy and the laws and regulations of Malaysia, the latter shall prevail.

4. SCOPE

This Policy applies to:

(i) every employee of the Company ("Employees")
(ii) every director of the Company (including executive and non-executive director) ("Directors"); and
(iii) business associates of the Company, franchisees, partners, vendors, suppliers, contractors, sub-contractors, professionals, consultants, agents, representatives, and others performing work or services for or on behalf of the Company ("Business Associates")

5. DEFINITIONS

The following definitions are included in this policy.

Bribery

Bribery is defined as any action which would be considered as an offence of giving or receiving 'gratification' under MACCA.

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

'Gratification' is defined in the MACCA to mean the following:

a) 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
b) any office, dignity, employment, contract of employment or services, and agreement to give employment or render services in any capacity
c) any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part
d) any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction or percentage
e) any forbearance to demand any money or money's worth or valuable thing
f) any other service or favour 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
g) any offer, undertaking or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (a) to (f)

Bribery may be 'outbound', where someone acting on behalf of the attempts to influence the actions of someone external, such as a government official or client decision-maker.

It may also be 'inbound', where an external party is attempting to influence someone within the Company such as a decision-maker or someone with access to confidential information.

Bribery and corruption are closely related. However, corruption has a wider remit.

Business Associate

An external party with whom the organization has, or plans to establish, some form of business relationship. This primarily include Counterparties and Business Partners, i.e. clients, customers, joint ventures, joint venture partners, consortium partners, outsourcing providers, contractors, consultants, subcontractors, suppliers, vendors, advisers, agents, distributors, representatives, intermediaries and investors.

Corruption

The Transparency International definition of corruption is 'the abuse of entrusted power for personal gain.'

For the purpose of this policy, corruption, is defined primarily as any action which would be considered as an offence of giving or receiving 'gratification' under the Malaysian Anti-Corruption Commission Act 2009 (MACCA) ('Bribery' as defined above).

In addition, corruption may also include acts of extortion, collusion, breach of trust, abuse of power, trading under influence, embezzlement, fraud or money laundering.

Conflict of interest

When a person's own interests either influence, have the potential to influence, or are perceived to influence their decision making of the Company.

Donations and Sponsorship

Charitable contributions and sponsorship payment made to support the community.

Directors

Directors include all independent and non-independent directors, executive and non-executive directors of the Company and shall also include alternate or substitute directors.

Exposed Position

A staff position identified as vulnerable to bribery through a risk assessment. Such positions may include but is not limited to 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.

Facilitation payment

A payment or other provision made personally to an individual in control of a process or decision. It is given to secure or expedite a routine or administrative duty or function.

Corporate Gift

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 a 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 and are of nominal value. Examples of corporate gifts include items such as diaries, table calendars, pens, notepads, plaques, and festive gifts such as hampers, oranges and dates.

Personal Gift

Something given from one individual to another, with the intention of creating or enhancing a personal relationship. The gifts are given in a private setting, without the knowledge or approval of the company management of one or both parties. Personal gifts may include cash, cash equivalents such as credit cards, bitcoin or savings accounts, electronic items, watches, luxury pens, property, vehicles, free fares, shares, interest free loans, lottery tickets, travel facilities, entertainment, services, club memberships, any forms of discount or commission, jewelries, decorations, souvenirs, vouchers or any other valuable items.

Employees

All individuals directly contracted to the Company on an employment basis, including permanent, contract, fulltime, part time and or temporary employees and Directors.

6. ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

(i) All forms of bribery and corruption are prohibited. The Company upholds a zero-tolerance approach. In addition to bribery, Employees must not participate in any corrupt activity, such as extortion, collusion, breach of trust, abuse of power, trading under influence, embezzlement, fraud or money laundering.
(ii) Bribery may take the form exchange of money, goods, services, property, privilege, employment position or preferential treatment. Employees 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 an organization, either for the intended benefit the Company or the persons involved in the transaction.
(iii) This Policy applies equally to its business dealings with commercial ('private sector') and government ('public sector') entities, and includes interactions with their directors, Employees, agents and other appointed representatives at all levels. Even the perception of bribery is to be avoided.
(iv) This Policy applies to all countries worldwide, without exception and without regard to regional customs, local practices or competitive conditions.
(v) No Employee will suffer demotion, penalty or other adverse consequences for refusing to pay or receive bribes or other illicit behaviour, even if such refusal may result in the company losing business or experiencing a delay in business operations.
(vi) The Company recognizes the value of integrity in its Employees and Directors. The Company's recruitment, training, performance evaluation, remuneration, recognition and promotion for all Employees, shall be designed to recognize integrity. The Company conducts due diligence on employees who holds or may be holding, exposed positions.
(vii) The Company does not offer employment to prospective Employees in return for previous favour/in exchange of improper favour. The Company awards contracts and employee positions purely based on merits. Support letters in all forms shall not be recognized as part of the business decision making process.

7. RECOGNITION OF LOCAL AND INTERNATIONAL LEGISLATION

(i) The Company is committed to conducting its business ethically and in compliance with all applicable laws and regulations, including but not limited to MACCA, Malaysian Penal Code (revised 1977) (and its amendments), the Companies Act 2016 (Malaysia), the US Foreign Corrupt Practices Act 1977 (amended 1998), and the UK Bribery Act 2010. These laws prohibit bribery and corruption. Organizations are mandated to establish and maintain accurate books and records as well as adequate measures to prevent corrupt practices.
(ii) In cases of conflict between mandatory law and the principles contained in this Policy the law shall prevail.

8. GIFT, ENTERTAINMENT AND HOSPITALITY POLICY

8.1. General Parameters

Where this Policy refers to the act of "receiving" a bribe, it also refers to actions amounting to the act of soliciting or agreeing to receive a bribe.

Where this Policy refers to the act of "giving" or "paying" a bribe, it also refers to actions amounting to the act of agreeing to give, promising or offering a bribe.

8.2. Gifts

The Company adopts a "No Gift" policy, subject only to narrow exceptions. Employees and Directors shall not solicit or accept and give or offer any gifts from or to Business Associates or any third party that may have direct or indirect business interest or relationship (including, any potential interest or relationship) with the Company ("Third Parties").

The Company, however, recognizes that gifts are commonly offered to and received in the business environment in connection with a customary business or cultural occasion.

A. Receiving Gifts

(i) If Employees and Directors were offered or have received a gift from Business Associates or Third Parties, Employees and Directors are required to politely return the gift with a note of explanation about the Company's "No Gift" policy.
(ii) In circumstances where it is not possible to refuse or return a gift, Employees and Directors should report to his/her Head of Department, where applicable, or in the case of Director, to the Relevant Board, and record the gift received detailing the following: (a) details of the gift; (b) the estimated value of the gift; (c) the purpose and occasion such gift were given; and (d) the counterparty providing the gift, including the organization or entity he/she belongs to and its role in the Company's business.
(iii) The Chief Executive Officer of the Company ("CEO") or Head of Department, where applicable, shall decide if the gifts can be accepted and determine the treatment of the gift, if accepted. If the Head of Department is unsure of in his/her decision or on the treatment of gifts accepted, he/she shall consult the Head of HR.
(iv) If a decision has been made to accept the gifts, the CEO or Head of Department, where applicable, shall decide on the treatment of gifts based on the following: (a) donate the gift to charity; (b) register it as company property to be used generally by all employees; (c) display the gift in a common area; (d) share the consumption of the gift with employees; or (e) permit the gift to be retained by the employee. The decision to accept gifts and the treatment of gifts shall be recorded.
(v) If the gift is given anonymously, the recipient must deliver the gift to the Head of HR and the Head of HR shall determine the treatment of the gift. The decision to accept gifts and the treatment of gifts shall be recorded.

B. Exception to the "No Gift" Policy

Notwithstanding the above, Employees and Directors may accept gifts in the following situations, without having to report to his/her Head of Department, where applicable, or in the case of Directors, to the Relevant Board and recording the same:

(i) token gifts or promotional items (such as pens, notepads, calendars etc. of minimal value) bearing company logo or brand; and
(ii) fruits, flowers, food hampers with an approximate or actual value not exceeding RM500, provided that such gifts are shared amongst the Employees or placed in common area and are not extended and/or accepted for the purpose of or with intention to: (a) influence any present or future act or decision by that Employee or Director; (b) inducing that Employee or Director to perform or omit any act in violation of his/her proper duties and responsibilities; or (c) inducing that Employee or Director to use or direct any person to use his influence with the government, or any of its representatives, divisions or agencies to affect or influence any act or decision of any such government, representative, division or agency and in any or all of the above cases, for the purpose of expediting, benefiting, prejudicing or affecting in any way whatsoever whether directly or indirectly the business dealings or relationship of the gift giver with the Company.

C. Providing Gifts

(i) Generally, Employees and Directors are not allowed to give any gifts to Business Associates or to Third Parties.
(ii) Gifts to Business Associate or to Third Parties shall only be given mainly as a business courtesy. Any gifts offered shall be unsolicited and not affecting, or be perceived as affecting business judgment.
(iii) Gifts to Business Associates or to Third Parties by Employees shall only be given with the verification and authorization according with the Company Limit of Authority (LOA).
(iv) Employees shall maintain expenses within the limits authorized according to the Limit of Authority (LOA) when providing gifts to Business Associates or to Third Parties.
(v) All expenses incurred to provide the gifts must be properly documented, receipted and recorded detailing the following: (a) details of the gift; (b) the value of the gift; (c) the purpose and occasion such gift were given; and (d) the counterparty receiving the gift, including the organization or entity he/she belongs with and its role in the Company's business.
(vi) In the case where Directors are providing gifts to Business Associates or to Third Parties, Directors must conform with the guidelines specified by the Relevant Board.

8.3. Entertainment and Hospitality

The Company recognizes that occasional entertainment and hospitality at a modest level (including meals, entertainment and recreational activities provided or paid for) is a legitimate way to foster good business relationships and is a common practice in the business environment. Hospitality and entertainment may include meals, receptions, tickets to entertainment, social or sports events.

It is important that Employees and Directors exercise proper care and judgment before providing entertainment and hospitality to Business Associates or to Third Parties and/or accepting entertainment or hospitality offered by Business Associates or Third Parties. This is to safeguard the Company, Employees, Directors, Business Associates and Third Parties from any impropriety or undue influence which may give rise to a risk of bribery.

A. Receiving Entertainment and Hospitality

(i) Employees and Directors are strictly prohibited from soliciting entertainment and hospitality from Business Associates or Third Parties.
(ii) Employees and Directors are also prohibited from accepting entertainment that is excessive, inappropriate, illegal, or given in response to, or in anticipation of, or to influence business judgment.
(iii) In the event Employees or Directors find that entertainment and hospitality offered by Business Associates or Third Parties is beneficial to foster healthy business relationship and in a modest level, Employees or Directors may pursue the same after notifying his/her Head of Department, where applicable or if a Director, then the Relevant Board and recording the event detailing the following: (a) details of the entertainment or hospitality; (b) the value of the entertainment or hospitality; (c) the purpose and occasion such entertainment or hospitality were given; and (d) the counterparty receiving the entertainment or hospitality, including the organization or entity he/she belongs with and its role in the Company's business.
(iv) If Employees or Directors are unsure or doubtful of the appropriateness of entertainment or hospitality offered by Business Associates or Third Parties, Employees or Directors should either decline the offer or consult your Head of Department (who shall seek the advice of the Head of HR, if deemed necessary) or if Director, then to consult the Relevant Board.

B. Providing Entertainment and Hospitality

(i) Employees, Directors and Business Associates are strictly prohibited from providing or offering entertainment and hospitality with a view to improperly influence any party in exchange for any advantage or benefit in return for the Company.
(ii) In providing or offering entertainment and hospitality to Business Associates or Third Parties to foster healthy business relationship, the Employees and Directors should always bear in mind to exercise proper care and judgment in order not to be perceived that the provision or offer of entertainment and hospitality is in response to, or in anticipation of, or to influence business judgment.
(iii) Employees must obtain prior approval from your Head of Department (who shall seek the advice of the Head of HR, if deemed necessary) for providing or offering entertainment and hospitality to Business Associates or Third Parties to foster healthy business relationship. Employees shall maintain expenses within the limits approved according to Company Limit of Authority (LOA) when providing or offering entertainment to Business Associates or to Third Parties.
(iv) All expenses incurred to provide the entertainment must be properly documented, receipted and recorded together with the following details: (a) details of the entertainment; (b) the value of the entertainment; (c) the purpose and occasion such entertainment were given; and (d) the counterparty accepting the gift, including the organization or entity he/she belongs with and its role in the Company's business.
(v) In the case where Directors are providing or offering entertainment and hospitality to Business Associates or Third Parties to foster healthy business relationship, Directors must conform with the guidelines specified by the Relevant Board.

8.4. Third-Party Travel

Business-related travel expenditures, such as travel, meals or accommodations, may be incurred depending on the business arrangement with Business Associates when performing a work or task relating to the Company's business, such as factory visits, site audits and business trips ("Third-Party Travel"). However, inappropriate, excessive or unnecessary Third-Party Travel poses a risk of bribery, especially when the business activity in question involves a material interest of a specific party (for example, auditors).

A. Specific Prohibitions

(i) The Company strictly prohibits the provision of any non-business-related travels, such as vacation trips, holidays, tours or anything to that substance, to any Business Associates or Third Parties.
(ii) The Company also prohibits Employees and Directors from receiving any non-business-related travel from Business Associates or Third Parties.
(iii) Third-Party Travel shall not be provided or accepted for persons not relevant for the performance of the work or task in question. For example, family members, who has no official business, of the person performing the work or task in question.

B. Providing or Receiving Third-Party Travel

(i) When providing or receiving a Third-Party Travel, assessment shall be made considering the following: (a) Relevance: whether the Third-Party Travel primarily relates to a legitimate business arrangement; (b) Necessity: whether the Third-Party Travel and their recipients are necessary for the performance of the said business arrangement; and (c) Proportionate and Reasonableness: whether the value of the Third-Party Travel (travel and accommodation class) is appropriate and reasonable in relation to the circumstances such as length or duration of trips and seniority level of the recipient.
(ii) When receiving Third-Party Travel involving outstation or overseas business-related travel provided by Business Associates or Third Parties to Employees, prior approval by his/her Head of Department must be obtained. In the case where Head of Department is the key liaison person involved in the business arrangement with Business Associates or Third Parties; the relevant approval shall be obtained from the CEO for the acceptance of such Third-Party Travel.
(iii) When providing Third-Party Travel to Business Associates or any Third Parties, Employees must obtain prior approval from his/her Head of Department. In the case where the Head of Department is the one seeking approval for the provision of the said Third-Party Travel, prior approval shall be obtained from the CEO.
(iv) The approval for providing Third-Party Travel shall be in accordance with the Company Limit of Authority (LOA).
(v) All expenses incurred to provide Third-Party Travel to Business Associates or to Third Parties must be properly documented, receipted and recorded.
(vi) In the case where Directors is the key liaison person involved in the business arrangement with Business Associates or Third Parties, Directors must conform with the guidelines specified by the Relevant Board in relating to receiving or providing Third-Party Travel.

8.5. Dealing with Public Officials

Caution must be exercised when dealing with public officials as bribing an Officer of a Public Body or a Foreign Public Official ("Public Officials") is an offence under the MACCA.

"Officer of a Public Body" is defined under the MACCA as any person who is a member, an officer, an employee or a servant of a public body, and includes a member of the 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, and, where the public body is a corporation sole, includes the person who is incorporated as such.

"Foreign Public Officials" is defined under the MACCA to include (a) any person who holds a legislative, executive, administrative or judicial office of a foreign country whether appointed or elected; (b) any person who exercises a public function for a foreign country, including a person employed by a board, commission, corporation, or other body or authority that is established to perform a duty or function on behalf of the foreign country; and (c) any person who is authorized by a public international organization to act on behalf of that organization.

Employees, Directors and Business Associates who have dealings with Public Officials shall not engage, directly or through a third party, in any activity or transaction that may constitute, or be perceived to constitute, as an attempt to bribe Public Officials.

A. Providing Gifts, Entertainment and Hospitality and Third-Party Travel to Public Officials

(i) Employees and Business Associates are strictly prohibited from paying for or providing gifts, entertainment and hospitality and Third-Party Travel to Public Officials for or on behalf of the Company.
(ii) Gifts, entertainment and hospitality and Third-Party Travel to Public Officials for or on behalf of the Company must only be paid or provided for by the decision of the CEO. The CEO must conform with the guidelines specified by the Relevant Board and are prohibited from paying for or providing gifts, entertainment and hospitality and Third-Party Travel that are excessive, lavish and directed to Public Officials in his/her personal capacity.

9. DONATIONS AND SPONSORSHIPS

9.1. Donations and Sponsorships

As part of the Company's commitment to contribute and give back to the communities where the Company operates, the Company provides such assistance in appropriate circumstances and in an appropriate manner. Employees and Directors must ensure that all donations and sponsorships by the Company are not used to circumvent, avoid, or evade the laws or regulatory requirements. More importantly, it shall not be used to facilitate corruption, illegal and money laundering activities.

A. Providing Donations and Sponsorships

(i) All request for donations and sponsorships by the Company shall be directed to the Designated Compliance Officer and shall be carefully examined with appropriate due diligence by evaluating the request against the following criteria: (a) the objective of the donation and sponsorship does not contradict with the Company's values; (b) the intended recipient is a legitimate organization and proper due diligence/background checks have been conducted; (c) the intended recipient does not have affiliation with a Public Body (defined under MACCA); and (d) there is no risk of a perceived improper advantage for the Company.
(ii) If the request meets the above criteria and it is reasonably ascertained to be legitimate in nature, the Head of HR shall proceed to recommend the request for approval according to the Limit of Authority (LOA).
(iii) Once a donation or sponsorship has been made, the Company shall undertake necessary measures to validate the carrying out of the intended utilization of the donation or sponsorship, and where possible, make note on whether the objectives of the donation or sponsorship has been achieved.
(iv) A trail of documentary evidence relating to donations and sponsorships by the Company (including all expenses incurred for donations and sponsorships) shall be compiled and kept in a database within the relevant business unit of the Company.

9.2. Political Contributions

The Company has no political affiliation and will not make any political contributions or favours. You are strictly prohibited from making political donations (to political parties, politicians and political campaigns) for or on behalf of the Company. While Employees, Directors and Business Associates are not prohibited from making personal political donations or contributions, those donations or contributions must never be associated with the Company and must always be made in Employees', Directors' and Business Associates' own personal capacity.

10. FACILITATION PAYMENTS

(i) The Company adopts a strict stance that disallows facilitation payments.
(ii) Employees are expected to notify their immediate superior when encountered with any requests for a facilitation payment. In addition, if a payment has been made and Employees are unsure of the nature, their immediate superior must be immediately notified and consulted. They must also ensure that the payment has been recorded transparently.
(iii) The Company equally uphold the safety of all Employees as priority. In the event that an employee's safety is at stake, a facilitation payment to protect the Employee is permitted if: (a) that is the immediate available recourse to protect the safety of the Employee; and (b) the Chief Executive Officer's approval has been obtained; after which the Chief Executive Officer's approval must be retrospectively obtained as soon as possible.

11. BUSINESS ASSOCIATES

(i) As part of the Company's commitment to combat bribery, the Company expects all Business Associates to refrain from bribery.
(ii) If suspicion of bribery and corruption arises in the dealings with any Business Associate, the Company shall seek an alternative provider / supplier of the services / goods.
(iii) The Company expects all Business Associates acting on behalf the Company to contractually agree to refrain from bribery and corruption.
(iv) If the Company is not satisfied that bribery and corruption prevention has been upheld, due diligence shall be undertaken with regards to any Business Associate intending to act on the Company's behalf.
(v) The extent of the due diligence should be risk-based and shall include a bribery risk assessment. Due diligence may include a search through relevant databases, checking for relationships with public officials, and documenting the reasons for choosing one particular Business Associate over another.
(vi) The Company shall endeavour to include clauses in all contracts enabling the Company to terminate any contract in which bribery or corruption has been observed.
(vii) The Company strives to build and strengthen its relationships with Business Associates. In ensuring that the Business Associate adhere to industry best practice and accepted standards of behaviour, Business Associates may be required to complete the FINTEC (ABAC) declaration form, where deemed necessary based on circumstantial requirements. Where the requirements may not be immediately apparent, Governance, Risk & Compliance officer shall be consulted.

12. RESPONSIBILITIES OF EMPLOYEES, DIRECTORS AND BUSINESS ASSOCIATES

(i) Employees, Directors and Business Associates are expected to read, understand and comply with the requirements and procedures set out in this Policy includes the following: (a) Be familiar with applicable requirements and directives of the policy and communicate them to subordinates; (b) Promptly record all transactions and payments accurately and in reasonable detail; (c) Always raise suspicious transactions to immediate superiors for guidance on next course of action; and (d) Promptly report violations or suspected violations through appropriate channels.
(ii) No waivers or exceptions will be granted for practices that deviates from this Policy.

13. CONFLICT OF INTEREST

13.1. Conflicts of Interest

In the context of an Employee or a Director, a conflict of interest is a situation where your position or responsibilities within the Company presents an opportunity for you or someone close to you to obtain personal gain or benefit, or where there is scope for you to prefer your personal interest, or of those close to you, above your duties and responsibilities owed to the Company.

In the context of a Business Associate, a conflict of interest is a situation where your duties and responsibilities owed the Company presents an opportunity for you or someone close to you to obtain personal gain or benefit, or where there is scope for you to prefer your personal interest, or of those close to you, above your duties and responsibilities owed to the Company.

Conflicts of interest – whether actual, potential or perceived may give rise to a risk of corruption.

While conflict of interest is not necessarily prohibited in connection with laws relating to bribery and corruption, situations of conflict of interest may increase the risk of corruption. You should be transparent to declare conflicts of interest at such time or times or instance or instances as the Company may require such declarations and/or where actual, potential or perceived conflicts arise even if the time or instance to declare conflicts of interest as required by the Company has not yet arrived.

A person with a conflict of interest should abstain from involvement in decision making within the Company where that conflict of interest arises. Laws and regulations including, under company law, may also preclude a person with a conflict of interest from being involved in such decision making.

13.2. Declaration of Conflicts of Interest

A. Employees and Directors

(i) Employees (including Directors who are employees) are required to make declaration of any conflicts on interests on an annual basis by filing up the HR Declaration Form for Employees, or any other form as provided by the Head of Human Resource as and when they are taking up a new position in the Company.
(ii) Employees (including Directors who are employees) are also required to make declaration of any conflicts of interests on an 'ad hoc' basis if they become aware of a conflict, regardless of whether such conflict is an actual, potential or perceived conflict of interest.
(iii) Directors are required to make declaration of any conflicts on interests by notifying the Company Secretary of the Company. This is in addition to any obligation to notify as an employee if Director is also an employee. All declaration of conflicts of interests shall be made to the relevant parties. If the relevant parties are unsure whether the situation of conflict is acceptable or manageable, they should consult the Head of HR, in the case of the Head of HR, to obtain other independent professional advice or other advice if it considers necessary.

B. Business Associates

(i) Business Associates are required to declare any conflict of interests prior to establishing or entering into a relationship or new relationship with the Company by filing up ABAC Declaration form for Business Associates, or as and when there is a change in circumstances by notifying the representative from the Company you are engaged with. Existing Business Associates must declare any conflict of interest in the same way upon this Policy being disseminated to them.
(ii) If Business Associates are unsure whether he/she have either an actual, potential or perceived conflict of interest, he/she is advised to make a declaration to the representative from the Company that he/she is in liaison with. An actual, potential or perceived conflict of interest may (without limitation) include, any person within the Company who is a Director or who is a person who holds an executive position within the Company or who may otherwise be involved in any capacity in any transaction or matter or potential transaction or matter or in the business relationship with the Company.
(iii) Any Employee who has received any notification or declaration of conflicts of interest from Business Associates shall refer such notification or declaration to his/her Head of Department. If the Head of Department is unsure whether the situation of conflict is acceptable or manageable, he/she should consult the Head of HR. If the person receiving the notification or declaration is a Director, he/she shall refer such notification or declaration to the CEO.

13.3. Record-keeping

Information relating to conflicts of interest situations, as declared by the Employees, Directors and Business Associates shall be compiled and kept in a database within each of the relevant business units within the Company. The Company must establish a system such that checks may efficiently be instituted for potential conflicts of interest in connection with a matter requiring decision making. Procedures for decision making should invariably require checks for potential conflicts of interest. These procedures do not mean that a person does not have to declare his/her conflict of interest, where appropriate.

14. STAFF DECLARATIONS

(i) All employees and new recruits shall complete and sign the declaration form after read and understand the ABAC Policy and shall be complied with in the course of his/her employment.
(ii) In addition, under circumstances of suspicious behaviour, allegations and/or investigations relating to bribery or corruption, Management and Human Resources reserves all rights to request the relevant Employee to declare information regarding assets owned as deemed necessary.

15. ANTI-BRIBERY AND ANTI-CORRUPTION COMPLIANCE

(i) Governance, Risk & Compliance officer shall have the oversight of the implementation of compliance controls related to this Policy.
(ii) Governance, Risk & Compliance officer shall conduct regular risk assessments to identify the bribery and corruption risks potentially affecting the Company. Governance, Risk & Compliance officer shall also review the suitability of this Policy from time to time, taking into account relevant developments in the legislature as well as evolving industry and international standards.
(iii) Governance, Risk & Compliance officer shall be the independent authority to act effectively against bribery, including initiating investigations deemed necessary based on reasonable cause for suspicion. The Governance, Risk & Compliance officer shall maintain a direct reporting line to the Management Team as well as the Directors.
(iv) Governance, Risk & Compliance officer shall implement and effectively manage routine anti-bribery and anti-corruption measures as deemed appropriate to ring-fence the organization against possible legislative liabilities, as well as undertake ad-hoc measures deemed required based on circumstantial requirements that presents during the course of operations.

16. RECRUITMENT OF EMPLOYEES

16.1. Recruitment

The Company should conduct its recruitment practices in a way that is fair and transparent. This avoids distortions in the recruiting process that could lead to risks with unethical or unsuitable candidates being selected. It would be important for the Company to demonstrate that its recruitment processes are untainted by bribery, favoritism or nepotism.

Appropriate due diligence should be applied in selecting recruits, especially senior management and employees particularly those to be placed in a department or aspect of operational functions vulnerable to bribery and corruption, and in appointing board members.

16.2. Employment Contract

The Company expects the adherence to the provisions, principles and standards of this Policy by Employees and requires Employees to attest in writing that they have read, understood and will observe the provisions, principles and standards of this Policy. This attestation will be done by filing up the ABAC Declaration Form or any other form as provided by the Head of Human Resource or as and when they are taking up a new position in the Company or the ABAC Declaration form for Employees which shall be signed and submitted to the HR prior or during the official appointment of new Employees by the Company.

Existing Employees must declare any conflict of interest in the same way upon this Policy being disseminated to them. The right to termination and disciplinary action for non-compliance and such other requirements as HR may from time to time consider appropriate in relation to anti-bribery and anti-corruption.

17. AWARENESS AND TRAINING

(i) The Company conducts awareness programs for all Employees to refresh awareness of anti-bribery and anti-corruption measures, and to continuously promulgate integrity and ethics.
(ii) HR may at any time recommend that certain trainings be repeated to any Employee in any operating unit if deemed necessary based on circumstantial requirements.
(iii) HR shall maintain all records of trainings in collaboration with Governance, Risk & Compliance.

18. NON-COMPLIANCE

(i) Governance, Risk & Compliance shall conduct regular validation to ensure compliance to this Policy. Such validation exercises may be conducted either independently by Governance, Risk and Compliance officer and/or conducted by external consultants.
(ii) Non-compliance identified by the validation or identified through other risk assessments undertaken shall be reported to the Governance and Audit Committee.

19. CONTINUOUS IMPROVEMENT

The Company is committed to continually improving its policies and procedures relating to anti-bribery and anti-corruption. Governance, Risk & Compliance may therefore endeavour to develop further integrity measures and certify the Company's anti-bribery procedures as adequate where certification is available.

20. SANCTIONS FOR NON-COMPLIANCE

(i) The Company regards bribery and corruption as a serious matter. Non-compliance may lead to disciplinary action, up to and including termination of employment. Further legal action may also be taken in the event that the Company's interests have been harmed as a result of non-compliance.
(ii) The Company shall notify the relevant regulatory authority if any identified bribery or corruption incidents have been proven beyond reasonable doubt.
(iii) Where notification to the relevant regulatory authorities have been done, the Company shall provide full co-operation to the said regulatory authorities, including further action that such regulatory authority may decide to take against convicted Employees.

Anti-Corruption and Bribery Policy