Policy Statement

The Company has adopted a zero-tolerance policy against all forms of bribery and corruption. Engaging inbribery or corrupt practices can have severe consequences for you and for the Company. You may facetermination of employment, fines and imprisonment; and the company and its officers may face damage to reputation, financial loss, disbarment from business and other negative consequences, including imprisonment.

Application

• a. This policy is applicable to all employees of the Company, its future subsidiary, associates or joint-venture companies, if any.
• b. Although this policy is specifically written for the Company’s employees and the members of its Board, the Company expects that contractors, sub-contractors, agents, or any persons or companies working onbehalf of the Company shall comply with the relevant part of this policy when performing such work orservices.
• c. If a law conflicts with a policy as set out in this policy, you should comply with the law. If you perceive that a provision in this policy conflicts with the law in your jurisdiction, you should consult with the Managementor members of the Board, rather than disregard this policy without consultation. However, if a local customor policy conflicts with this policy, you are called upon to comply with this policy. If you have any questionsabout any of these conflicts, please consult the Management or members of the Board.

Definition

• a. References to “you” in this policy refer to any person to whom this policy applies. Where more specific references are used (such as “employee”), the more specific reference is intended.
• b. For purposes of this policy, the term “family/household” includes your spouse(s), children (including step-children and adopted children), parents, step-parents, siblings, step-siblings, grandparents, grandchildren,in-laws, uncles, aunts, nieces, nephews, and first cousins, as well as other persons who are members ofyour household.
• c. For purposes of this policy, the term “employee” means any person who is in the employment of the Company including but not limited to executives and non-executives, secondees, and interns.

Gift, Entertainment and Corporate Hospitality

• a. “No Gift” Policy
  • i. The Company has adopted a “No Gift” Policy whereby, subject only to certain narrow exceptions, all employees and the members of its Board, family members or agents acting for or on behalf of the Company, employees, directors or their family members are prohibited from, directly or indirectly, receiving or providing gifts.
  • ii. The Company requires employees and the members of its Board to abide by this policy to avoid conflict of interest or the appearance of conflict of interest for either party in on-going or potential business dealings between the Company and external parties as a gift can be seen as a bribe that may tarnish the Company’s reputation or be in violation of anti-bribery and corruption laws.
  • iii. As set out in the Company’s Employees Code of Conduct, a conflict of interest arises in a situation in which you can take advantage of your role in the Company for your personal benefit, including the benefit of your family/household and friends. This would undermine the duties of good faith, fidelity, diligence and integrity as expected by the Company from its employees and the members of the Board in the performance of their duties and obligations.
  • iv. It is your responsibility to inform external parties involved in any business dealings with the Company that the Company practices a “No Gift Policy” and to request the external party’s understanding for andadherence with this policy.
  • In NO circumstances that you, or the members of the Board or yours and their family/householdmembers accept, or give, the following gifts:
    • cash or cash equivalent. Cash equivalent could be in the form of vouchers, discounts, coupons, shares, commission, etc.
    • from parties involved in a tender or competitive bidding exercise, for both prospecting a new clientor selection of sub-contractors to the Company.
    • that comes with a direct/indirect suggestion, hint, understanding or implication that in return for the gift, some expected or desirable outcome is required (“quid pro quo”).
    • that would be illegal or in breach of local or foreign bribery and corruption laws.
    • which is lavish or excessive e.g. valued above the maximum threshold permitted by the Companyor may adversely affect the reputation of the Company.

• b. Receiving Gifts
  • i. The Company is very much aware that the exchange of gifts can be a very delicate matter where, incertain cultures or situations, gift giving is a central part of business etiquette. Despite acknowledging the Company’s “No Gift Policy”, some external parties may still insist in providing gifts to you, Management and/or their family members in certain situations which do not fall within the general exceptions.
  • ii. Although the general principle is to immediately refuse or return 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 Company’s business relationship with the third party.
  • iii. In these limited circumstances, you are expected to immediately inform the Management to record the gift. The Management will then decide whether to approve the acceptance of the gift or require it to be returned
  • iv. Even if it may appear disrespectful to refuse a gift from an external party, nevertheless, if there is a conflict of interest situation then clearly the Management cannot approve the acceptance of said gift. In this situation, the gift must be politely returned with a note of explanation about the Company’s “NoGift” policy.
  • In the event the Management approves the acceptance of the gift, the Management must also determine the treatment of the gift whether to:
    • Donate the gift to charity; or
    • Hold it for display in the Company’s Home base; or
    • Share with other employees in the Company; or
    • Permit it to be retained by the employee.
  • vi. In determining the above, the Management are expected to exercise proper care and judgment in each case, taking into account pertinent circumstances including the character of the gift, its purpose, the position/ seniority of the person(s) providing the gift, the business context, reciprocity, applicable laws and cultural norms
• c. Providing Gifts
  • Generally, you are not allowed to provide gifts to third parties except for by the Management or members of the Board
• Exceptions to the “No Gift” Policy
  • i. Although generally the Company practices a “No Gift” Policy, there are certain exceptions to the general rule whereby the receiving and provision of gifts are permitted in the following situations:
    • Exchange of gifts at the company-to-company level (e.g. gifts exchanged between companies as part of an official company visit/courtesy call and thereafter said gift is treated as company property);
    • Gifts from company to external institutions or individuals in relation to the company’s official functions, events and celebrations (e.g. commemorative gifts or door gifts offered to all guests attending the event);
    • Gifts from the Company to employees and Management and/or their family members in relation to an internal or externally recognised company function, event and celebration (e.g. in recognition of an employee’s/director’s service to the Company);
    • Token gifts of nominal value normally bearing the Company’s logo or (e.g. t-shirts, pens, diaries, calendars and other small promotional items) that are given out equally to members of the public, delegates, customers, partners and key stakeholders attending events such as conferences, exhibitions, training, trade shows etc. and deemed as part of the company’s brand building or promotional activities; and
    • Gifts to external parties who have no business dealings with the Company (e.g. monetary gifts or gifts in-kind to charitable organisations).
  • ii. Even in the above exceptional circumstances, you are expected to exercise proper judgment inhandling gift activities and behave in a manner consistent with the general principles set out in the CoBE above.

Entertainment

• a. General Rule

  There are certain types of entertainment activities which are NEVER permissible, and you should immediately refuse, and the Company shall never provide, if it involves the following:

  • i. Any entertainment that comes with a direct/indirect suggestion, hint, understanding or implication that in return for the entertainment provided some expected or desirable outcome is required (“quid proquo”).
  • ii. Any entertainment activities that would be illegal or in breach of local or foreign bribery laws.
  • iii. Any entertainment activities that would be perceived as extravagant, lavish or excessive or may adversely affect the reputation of the Company.
  • iv. Any entertainment activity that is sexually oriented or may otherwise tarnish the reputation of the Company.

  You must immediately decline any offers of entertainment that falls within the above categories.

• b. Providing Entertainment
  • i. The Company recognises that providing modest entertainment is a legitimate way of building business relationships and as such a common practice within the business environment to foster good business relationship with external clients. As such, eligible employees are allowed to entertain external clients through a reasonable act of hospitality as part of business networking as well as a measure of good will towards the recipients
  • ii. In some countries, the act of hospitality through entertainment is a central part of business etiquette. However, this may not necessarily be the case in every country or in all circumstances as it may createa negative perception if observed or known by others despite selfless motives behind the entertainment provided.
  • iii. You should always bear in mind that this is an area where perception is often regarded as more important than facts and therefore you should always exercise proper care and judgment when providing entertainment to third parties especially when it involves public officials to ensure compliance with local anti-bribery and corruption laws.
  • iv. You are strictly prohibited from providing or offering to provide entertainment with a view to improperly cause undue influence on any party in exchange for some future benefit or result. Any acts of this nature, whether provided directly or indirectly through an intermediary, may be construed as an act ofbribery and contrary to the general values and principles of the CoBE.
  • v. You are required to comply with the policies and procedures set out in this Handbook, and maintain expenses within the limits of your entitlement, when carrying out entertainment activities
  • vi. Any entertainment activities that would involve public officials shall require the prior approval of the Management, in consultation with the Board. Specific rules governing employees’ conduct when dealing with Public Officials is set out in greater detail in Section 23.5 of this Handbook. The Board are also expected to abide by the same rules.
• c. Receiving Entertainment
  • i. The Company recognises that the occasional acceptance of a reasonable and modest level of entertainment provided by third parties in the normal course of business is a legitimate way to network and build good business relationships.
  • ii. However, it is important for you to exercise proper care and judgment before accepting entertainment offered or provided by a third party. This is not only to safeguard the Company’s reputation, but also toprotect you and the Board from allegations of impropriety or undue influence.
  • iii. You are required to comply with the policies and procedures of this Handbook in relation to receiving entertainment from third parties. In no event, however, may you or any of your family/householdmembers accept entertainment in exchange for an exercise of non-exercise of your authority orotherwise to the detriment of the Company

Corporate Hospitality

• d. General Rules
  • i. Corporate hospitality is generally defined as “corporate events or activities organised by an organisation which involves the entertainment of employees and third parties for the benefit of that organisation”. Third parties may include customers, potential customers, contractors, external companies and any other stakeholders with whom a business relationship, whether current, prospective or historic exists. Corporate events and activities include but are not limited to sporting events, annual dinners, concerts or activity-based events such as golf tournaments.
  • ii. Corporate hospitality is recognised as a legitimate way to network and build goodwill in business relationships. However, there is a fine line between what is legitimate vs. illegitimate forms of corporate hospitality. The question is whether there is any intention to influence or be perceived to influence the improper outcome of a business decision by providing the corporate hospitality. Corporate hospitality would be illegitimate if (a) it provides an advantage to another person if offered; or (b) it is given withthe intention of inducing the person to perform a relevant function improperly; or (c) there is knowledge that acceptance of the advantage would in itself be improper performance.
  • iii. Transparency International has advocated corporate hospitality arrangements/activities should conform to the following basic principles
    • Transparency, in that all corporate hospitality is reported and written approval is obtained, all records of which are properly kept'
    • Proportionality i.e. the corporate hospitality must not be too excessive. In addition, the corporate hospitality must commensurate with the recipient’s official capacity and not provided in his/her personal capacity;
    • Reasonableness in ensuring that the corporate hospitality is not lavish; and
    • Bona fide, where the intention to offer and/or provide the corporate hospitality is done with good and legal intentions.
  • iv. There are certain types of corporate hospitality activities which are NEVER permissible, and you should immediately refuse if it involves the following:
    • Corporate hospitality offered by parties currently engaged in negotiating sub-contract work, or supply of goods and services from the Company.
    • Corporate hospitality offered that comes with a direct/indirect suggestion, hint, understanding or implication that in return for the corporate hospitality provided some expected or desirable outcomeis required (“quid pro quo”).
    • Any corporate hospitality activities that would be illegal or in breach of local or foreign bribery laws.
    • Corporate hospitality which is lavish or excessive or may adversely affect the reputation of theCompany.
    • Any corporate hospitality activities that are sexually oriented or may otherwise tarnish the reputation of the Company.
• e. Providing Corporate Hospitality
  • i. The Company recognises that providing corporate hospitality to its stakeholders be it through corporate events, sporting events or other public events, is a legitimate way to network and build goodwill in business relationships.
  • ii. It is customary for the Company to issue complimentary invitations in the form of passes, tickets or invitations to third parties for events organised or sponsored by the Company as well as events organised or sponsored by external organisations.
  • iii. The following are some of the examples of the Company providing corporate hospitality:
    • events sponsored by the Company, for e.g. conferences, exhibitions, etc
    • events organised by the Company, for e.g. invitations to company movie nights, annual dinner, talks, seminars, conferences.
    • events organised by external organisations for the benefit of that organisation or charitable eventsfor e.g. invitations to client’s annual dinner, family day, sports day.
  • iv. While providing corporate hospitality is a reflection of the Company’s courtesy and goodwill, the respective HoD and/or Management must exercise proper care to protect the Company’s reputation against any allegations of impropriety or the perception of bribery especially when the arrangements could influence or be perceived to influence the outcome of a business decision and are not reasonable and bona fide expenditures.
  • v. There should also be explicit, clear and internally transparent criteria to determine the selection of guests to be invited to a company corporate hospitality event. Reasonable due diligence should be exercised, particularly when the arrangements involve public officials
  • vi. There are various local and international anti-bribery and corruption laws that impose strict restrictions on the value and level of entertainment and corporate hospitality to be accorded to third parties, particularly when it is offered to government or public officials.
  • vii. The Company is committed to comply with applicable laws governing the provision of corporate hospitality to third parties, especially when it involves public officials, and therefore expect employees to undertake the following:
    • to publicise and make clear the Company’s policy on providing and receiving corporate hospitality;
    • to obtain approvals from the Management for the issuance of complimentary tickets or passes to corporate hospitality events;
    • to expressly notify the recipients in writing that all complimentary tickets or passes are NON-TRANSFERABLE (e.g. the terms and conditions for use to be printed on the tickets, passes or invitations). In the event that the recipients are unable to attend, he/she is expected to return the tickets or passes to the Company.
  • viii. The unauthorised transfer of tickets or passes to persons other than the named recipient may signify to others that the invitation was extended to the recipient in his/her personal capacity.
  • ix. All expenses incurred to provide the corporate hospitality must be properly documented, receiptedand recorded in the Company’s records
• f. Receiving Corporate Hospitality
  • i. As a general principle, the Company strictly prohibits employees and members of the Board from soliciting corporate hospitality nor are they allowed to accept hospitality that is excessive, in appropriate, illegal or given in response to, in anticipation of, or to influence a favourable business decision.
  • ii. Not withstanding the above, the Company recognises that the occasional acceptance of an appropriate level of hospitality given in the normal course of business is usually a legitimate contribution to building good business relationships. However, it is important for employees and members of the Board to exercise proper care and judgement before accepting the hospitality. This is not only to safeguard the Company’s reputation, but also to protect employees and members of the Board from allegations of impropriety or undue influence.
  • iii. If you have any doubts on the appropriateness of a corporate hospitality offered by an external party for e.g. a contractor or supplier, you should either decline the offer or consult with the Management

Dealing with Public Officials

• a. A 'public or government official’ includes, without limitation, candidates for public office, officials of anypolitical party, and officials of state-owned enterprises (also known as government-linked companies or government-link investment companies).
• b. The Company generally does not have any involvement nor are required to solicit businesses from anypolitical parties, government agencies or state-owned enterprises presently but does not rule out such opportunities in the near future. Nonetheless, the Company shall explicitly PROHIBITS any giving or offering of gifts, entertainment or corporate hospitality to public officials

Political Contributions

• a. The Company explicitly PROHIBITS the making or offering monetary or in-kind political contributions to political parties, political party officials or candidates for political office. Specifically,
  • i. You are prohibited from using your position with the Company to try to influence any other person(whether or not they employed by the Company) to make political contributions or to support politicians or their parties.
  • ii. You are prohibited from making any contribution or incurring any expenditure using the Company’s resources to benefit any political campaign, party or politician in the country.
  • iii. The Company’s facilities, equipment and resources may not be used for the furtherance of any political campaigns or party functions.
  • iv. Charitable donations may not be used as a subterfuge for prohibited political payments.

Corporate Social Responsibility Activities

• a. As part of our commitment to corporate social responsibility (“CSR”) and sustainable development, as ageneral matter, the Company provides such assistance in appropriate circumstances and in an appropriate manner. However, such requests must be carefully examined for legitimacy and not be made to improperly influence a business outcome.
• b. The proposed recipient must be a legitimate organisation and appropriate due diligence must be conducted in particular to ascertain whether any Public Officials are affiliated with the organisation.
• c. Any red flags must be resolved before committing any funds to the programme. Even requests determined to be legitimate must be carefully structured to ensure that the benefits reach their intended recipients. If you are in any doubt as to whether a charitable contribution or social benefit is appropriate, consult the Board for assistance.

Sponsorships and Donations

• a. The Management must ensure that all sponsorships and donations are not used as a subterfuge for bribery or used to circumvent or avoid any of the provisions on prohibition on bribery contained herein.
• b. Generally, the Company PROHIBITS the sponsorships of activities and/or giving donations to,
  • i. foreign-based charities or beneficiaries; and
  • ii. political parties, be it local or foreign.
• c. In accordance with the Company’s commitment to contribute to the community coupled with its values of integrity and transparency, all sponsorships and donations must comply with the following:
  • i. ensure such contributions are allowed by applicable laws;
  • ii. obtain all the necessary internal and external authorisations;
  • iii. be made to well established entities having an adequate organisational structure to guarantee proper administration of the funds;
  • iv. be accurately stated in the company’s accounting books and records;
  • v. not to be used as a means to cover up an undue payment or bribery;
• d. Examples of red flags to look out for are as follows:
  • i. The proposed recipient /organisation has affiliations with a Public Official, or their relatives are involved;
  • ii. The contribution is made on behalf of a Public Official;
  • iii. There is a risk of a perceived improper advantage for the Company;
  • iv. The proposed recipient is based in a high-risk country, the request comes from a high-risk country orthe activity takes place in a high-risk country.
• e. The Company requires you to use good judgment and common sense in assessing the requests. When indoubt, you should seek further advice from the Board before proceeding.

Due Diligence Checklist

• a. Before making a commitment to a CSR activity, sponsorship or donation requested by external parties,you must first conduct proper due diligence to ensure that the requests are legitimate and that any redflags raised are resolved prior to committing the funds. As a general rule:
  • i. Do not commit any funds without first undergoing the proper processes and procedures to evaluate the legitimacy of the request.
  • ii. Do not try to circumvent any guidelines, rules or procedures put in place by making charitable contributions as a subterfuge for illegal payments.
  • iii. Do not conceal, alter, destroy or otherwise modify any relevant information, which in the normal courseof business, may raise potential red flags that would require additional investigation, particularly if it involves public officials. If you are unsure or have any concerns, please consult the Management. If the matter is still unresolved, you must ensure to escalate the matter further to the Board.
• b. All request for contribution received shall be evaluated against the Company’s Guidelines on CSR, Sponsorships and Donations stated above and meets the following criteria:
  • i. The request does not fall under the list of activities which the Company does not support or contributeto (refer to the Management for details);
  • ii. There is no risk of a perceived improper advantage for the Company;
  • iii. The proposed recipient is a legitimate organisation and proper due diligence are made/background checks;
  • iv. The proposed recipient /organisation does not have affiliations with a Public Official.
• c. If the request meets the above requirements and it is reasonably ascertained to be legitimate in nature,you can proceed to prepare a recommendation/memorandum seeking the Management’ approval.

Making Facilitation Payment

• a. “Facilitation payment” is defined as payments made to secure or expedite the performance by a person performing a routine or administrative duty or function. Offering, promising or requesting facilitation payments is just as prohibited as actually paying or receiving facilitation payments. Facilitation payments need not involve cash or other financial asset; it can be any sort of advantage with the intention to influence them in their duties.
• b. The Company PROHIBITS accepting or obtaining, either directly or indirectly, facilitation payments from any person for the benefit of the employee or for any other person. The reason underlying this prohibition is that facilitation payment is seen as a form of bribery and corruption.
• c. You must not offer, promise, give, request, accept or receive anything which might reasonably be regarded as a facilitation payment. If you receive a request or if you are offered facilitation payments, you must reportit to the Management.
• d. Exceptions: There are certain situations or circumstances where you are faced with having to make facilitation payments in order to protect a human life, limb or liberty. In dangerous situations like this, you are allowed to make payments, but you must immediately report to the Management. Making facilitation payment in such a situation is the only exception which can be used as a defence when faced with allegations of bribery and corruption.

Money Laundering

• a. Money laundering is generally defined as occurring when the criminal origin or nature of money or assets is hidden in legitimate business dealings or when legitimate funds are used to support criminal activities,including financing terrorism
• b. The Company strongly objects to practices related to money laundering, including dealing in the proceeds of criminal activities.
• c. Money laundering is a very serious crime and the laws governing this type of crime can have extra territorial effect, i.e. the application of the law is extended beyond local borders. The penalties for breaching anti-money laundering legislation are severe and can include extradition and incarceration in foreign jurisdictions.
• d. To avoid violating anti-money laundering laws, the HODs are expected to always conduct counterparty due diligence to understand the business and background of the Company’s prospective business counterparties and to determine the origin and destination of money, property and services.
• e. Counterparty means any party that the Company is currently in relationship with or intends to do business with in the future, either on a regular or once-off basis. Counterparties include but are not limited to customers, contractors, suppliers, consultants, agents, JV partners and any other business partners.
• f. A number of initiatives can be taken to strengthen anti-money laundering governance, they include the following:
  • i. Adequate training and compliance programs should be conducted to ensure understanding and strict compliance to any internal anti-money laundering policies.
  • ii. Employees frequently involved in decision making process concerning counterparties particularly in matters on financial transactions should be properly acquainted with the applicable laws and regulations related to money laundering.
  • iii. Employees should be attentive to and report suspicious behaviour by customers, consultants and business partners using proper reporting channels, in-house experts on anti-money laundering should always be consulted.
  • iv. Convoluted (or complex transactions) payment arrangements such as payment in cash, payment to athird party or to accounts in other countries or requests for upfront payment for expenses or other fees.
  • v. Periodic audits should be conducted, and a process should be developed to follow all available accounting, record-keeping and financial reporting requirements applicable to cash and payments in connection with other transactions and contracts.

Dealing with Third Parties

• a. The Company’s dealings with third parties, which include contractors, suppliers, agents, consultants, jointventure partners, introducers/government intermediaries etc., must be carried out in compliance with all relevant laws and consistent with the values and principles of the CoBE. As part of this commitment, all forms of bribery and corruption are unacceptable and will not be tolerated.
• b. The Company expects that all third parties acting for or on its behalf to share the Company’s values andethical standards as their actions can implicate the Company legally and tarnish the Company’s reputation.Therefore, where we engage third parties, such as contractors, agents, intermediaries or joint venture partners, we are obligated to conduct appropriate counterparty due diligence to understand the businessand background of the Company’s prospective business counterparties before entering into any arrangements with them to ensure that we are dealing with counterparties that subscribe to acceptable standard of integrity in the conduct of their business.
• c. To help ensure that we only do business with third parties that share the Company’s standards of integrity, we must do the following:
  • i. Conduct due diligence to assess the integrity of the Company’s prospective business counterparties.Do not enter into any business dealings with any third party reasonably suspected of engaging inbribery and improper business practices unless those suspicions are investigated and resolved.
  • ii. All third parties are made aware of the Company’s CoBE and the Company’s Policy on Anti-briberyand Anti-Corruption, and our expectations of them.
  • iii. Continue to be aware of and to periodically monitor third party performance and business practices to ensure ongoing compliance.
• d. If at any point during the due diligence exercise or in the dealings with a third party, there are conflicts of interest or “red flags” are raised, these warrant further investigation and must be sufficiently addressed before the engagement of the third party can progress.
• e. Examples of common “red flags” involving third parties include:
  • i. The transaction involves a country known for a high incidence of corrupt payments.
  • ii. Family, business or other “special” ties with government or public officials.
  • iii. A reference check reveals a flawed background or a reputation for getting “things done” regardless of the circumstances or suggests that for a certain amount of money, the person can fix the problem.
  • iv. Objection to anti-bribery representations and warranties in commercial agreements or negative response when told of such requirements.
  • v. Convoluted payment arrangements such as payment in cash, payment to a third party or to accounts in other countries or requests for upfront payment for expenses or other fees.
  • vi. The third party requires that his/her identity not be disclosed as part of the business transaction.
  • vii. Inadequate credentials for the nature of the engagement or lack of an office or an established place of business.
• f. The Company requires you to use good judgment and common sense in assessing the integrity and ethical business practices of third parties and have provided the above as a guideline. You should seek advice from the Board whenever particular questions arise relating to third parties that the Company has appointed or is considering appointing.

Dealing with Contractors and Suppliers

• a. In line with the general principles of the CoBE, the Company is committed to uphold the highest standard of ethics and integrity in all aspects of its procurement activities. The Company shall avoid dealing withany contractors or suppliers known or reasonably suspected of corrupt practices or known or reasonably suspected to pay bribes.
• b. The Company shall ensure that all procurement activities are in line with applicable procurement policies and procedures, which include:
  • i. Due diligence of contractors and suppliers are undertaken before they are registered/engaged with the Company.
  • ii. Contractors and Suppliers are made aware of and understand the Company’s CoBE and that they will comply accordingly.
  • iii. All commercial contracts incorporate the provisions relating to business conduct, conflict of interest and fighting corruption and unethical practices.
  • iv. All commercial contracts with major contractors and suppliers to incorporate a provision where the Company retains the right to audit third party compliance with the Company’s CoBE and Policy on Anti-Bribery and Anti-Corruption provisions.
• c. The Company must conduct due diligence on prospective contractors and suppliers to confirm whether or not these external parties have in place anti-bribery programmes and that they will not engage in any improper practices.
• d. Screening should be conducted on the company, its directors and top management and this can be done through the established due diligence process and procedures. The scope and extent of the due diligence required will vary depending upon the circumstances of each proposed transaction.
• e. The Company shall also monitor significant contractors and suppliers as part of their regular review of the performance of the third party. The Company has the right to terminate their services in the event that these third party pay bribes or act in a manner which is inconsistent with the CoBE and the Company’s Policy on Anti-Bribery and Anti-Corruption.
• f. If any red flags are raised, these issues must be resolved. If it is not possible then the contractor or suppliermust be barred from being on the list of registered contractors / suppliers and/or disqualified from participating in any of the Company’s jobs/projects and/or supplying goods/services to the Company.
• g. For further guidance on the implementation of the Company’s Policy on Anti-Bribery and Anti-Corruptionand the due diligence checklist for contractors and suppliers, employees should consult with the Management.

Due Diligence Checklist for Contractors and Suppliers

• a. Due to the present size and nature of business, the Company does not have a formal procurement function. All procurement activities and/or selection, appointment, and evaluation of contractors and suppliers are performed by the Management themselves. Nevertheless, the Management at their discretion would perform the followings as and when the situation requires it.
  • i. Perform a risk assessment using a risk-based approach;
  • ii. Undertake due diligence on the third party depending on the level established by the risk analysis;
  • iii. Preparing and maintaining appropriate written documentation of the due diligence and risk assessment performed.

Mergers, Acquisitions and Investments

• a. The Company in its normal course of business does not engage in any mergers, acquisitions and investment activities. Should such event arise in the future, the Management shall undertake due diligence in evaluating mergers and acquisition transactions and investments to ensure compliance with anti-bribery and corruption laws.
• b. Transparency International has provided a guide (https://www.transparency.org.uk/sites/default/files/pdf/publications/Anti-Bribery_Due_Diligence_for_Transactions_1.pdf) for companies on undertaking anti-bribery and corruption due diligence in the course of mergers, acquisitions and investments. This guide (or any other equivalent guides) shall be adopted in the event such transaction is to occur in the future.

Joint Venture Partners

• a. The Company in its normal course of business does not engage with any Joint Venture (“JV”) Partners. Should such event arise in the future, the Management shall ensure that those JV that the Company has controlling interest shall adopt the Company’s Policy on Anti-Bribery and Anti-Corruption; and where the Company has neither control nor operates the JV or where the Company holds a minority interest, theCompany shall:
  • i. make reasonable efforts to influence the JV Partner to adopt the Company’s Policy on Anti-Bribery and Anti-Corruption (or substantially equivalent standards and principles) and to comply with all applicable antibribery and corruption laws and to establish controls substantially similar to the Company’s standards to prevent bribery;
  • i. be alerted to warning signs which may arise in the conduct of the business. Any such warning signs must be reported to the Board and appropriate action to be taken; and
  • iii. require (or where this right does not formally exist, request) that the majority partner or JV entity to provide written representation of anti-bribery compliance on an annual basis

Recruitment of Employees

• a. The Company provides equal opportunity for any qualified and competent individual to be employed by the Company.
• b. The recruitment of employees should be based on approved selection criteria to ensure that only the most qualified and suitable individuals are employed. This is crucial to ensure that no element of corruption is involved in the hiring of employees. In line with this, proper background checks should be conducted in order to ensure that the potential employee has not been convicted in any bribery or corruption cases nationally or internationally. More detailed background checks should be taken when hiring employees that would be responsible in management positions, as they would be tasked with decision-making obligations.
• c. If you find or suspect that another person subject to this policy has violated or about to violate this policy or applicable law, whether deliberately or inadvertently, you must forth with report the same, in writing, to the Board.
• d. Due to the present size and nature of business, the Company does not have a formal Human Resource department. Those employees, HoD and/or Management entrusted with responsibilities to select and hire employees shall ensure that they adhere to the following guidance:
  • i. Do not recruit an employee without undergoing the proper process and procedures set by the Company to ensure that there is no perception of bribery or corruption.
  • ii. Do not try to circumvent any guidelines, rules or procedures when selecting new employees as it might put you and the Company in trouble in the event of any bribery allegation.
  • iii. Do not try to conceal any information where you think that there might be a conflict of interest. If you are unsure, please consult with the Board
  • iv. Do not arbitrarily award rights, entitlements and benefits. The value and types of rights, entitlements and benefits must be based on the guidelines prepared by the Company, as depicted in this Handbook.
  • v. Do not fail to give particular attention to any laws, guidelines or policies when a public official is involved, as some countries might impose particular requirements. Always consult the Board if in doubt.
  • vi. Do not conceal, alter, destroy or otherwise modify any documentation.

Whistleblowing Policy and Procedures

• a. The Company encourages openness and transparency in its commitment to the highest standard of integrity and accountability.
• b. If you make a report or disclosure about any actual or perceived bribery or corruption in good faith, belief, without malicious intent, that a breach or violation as a foresaid may have occurred or may about to occur,you will be accorded protection of confidentiality, to the extent reasonably practicable, not withstanding that, after investigation, it is shown that you were mistaken. In addition, employees who whistle-blow internally will be also be protected against reprisals for having made the disclosure, to the extent reasonably practicable.
• c. Further details of the Company’s policy and procedures for whistleblowing is contained in Section 24 of this Handbook

Procedural Matters

• a. Consequences of a breach
  • i. Adherence to this Policy and Guidelines is critical to the smooth running of its business or enterprise and is for the common good of the Company and its employees.
  • ii. Any conduct which is not in accordance with the principles set out in this Policy will be dealt according to Section 15 of this Handbook and other applicable local laws.
• b. Reporting a breach
  • i. Any alleged or suspected misconduct must be disclosed using the procedures provided for in theCompany’s Whistleblowing Policy and Procedures as detailed out in Section 24 of this Handbook.
• c. Further clarifications
  • i. Should you require further clarification with regards to this Policy, depending on the subject concerned,you should consult with the Management. If you require additional information or clarification, you canemail your queries to the members of the Board (as detailed out in Section 24.11 of this Handbook)other than the Management.
• d. Registering any conflict of interests, gifts and corporate hospitality
  • i. All conflicts of interests (potential or real) and matters related to giving or receiving gifts / entertainment/ corporate hospitality will be registered according to the policies and procedures contained in this Handbook. You are to fill in the attached form in Appendix A and submit to the Management for their assessment.