IDB Technologies Berhad

201801039812 (1301843-D)

ANTI-BRIBERY AND ANTI-CORRUPTION POLICY TABLE OF CONTENTS

1. INTRODUCTION

IDB Technologies Berhad (“IDB” or “the Company”), all subsidiaries, joint venture companies and associates (“the Group”) are committed to ethical, transparent and responsible business practices as well as complying with all applicable laws, which include compliance with the Malaysian Anti-Corruption Commission Act 2009 (“MACC Act 2009”) and the Malaysian Anti-Corruption Commission (Amendment) Act 2018 and any of its amendments or re-enactments that may be made by the relevant authority from time to time.

This Anti-Bribery and Anti-Corruption Policy (“Policy”) sets out the parameters to prevent the occurrence of bribery and corrupt practices in relation to the businesses of the Group.

This Policy is supplemental to, and shall be read in conjunction with the Group’s Code of Ethics and Conduct, Whistle Blowing Policy, the MACC Act 2009 and the Malaysian Anti-Corruption Commission (Amendment) Act 2018.

2. OBJECTIVE

This Policy sets out the Group’s position on matters pertaining to bribery and corruption that may be encountered by the Directors and Employees of the Group in the course of business for the purpose of providing guidance in dealing with and preventing acts of bribery and corruption. The Group will take reasonable and appropriate measures to ensure that its businesses do not participate in corrupt activities for its advantage or benefit.

3. SCOPE

This Policy applies to the following:

(i) All Directors and employees of the Group working at all levels and grades (“Employees”) and any third parties associated with the Group, which may include but not limited to suppliers, contractors, agents, consultants, outsourced personnel, distributors, advisers, government and public bodies including their advisors, representatives and officials (collectively referred to as “Associated Third Parties”).

(ii) The Group’s business dealings with private and public sector entities, including their directors, employees and Intermediaries; and

(iii) All jurisdictions in which the Group

For the purpose of this Policy:

(a) Bribery means the act of giving or receiving something of value in exchange for some kind of influence or action in return, that the recipient would otherwise not offer;

(b) Corruption means the act of soliciting, giving, accepting or receiving gratification, directly or indirectly, to/from a person in authority either in the form of money, services or valuable goods as an inducement or reward to or not to do an act in relation to the person’s principal affairs – in short, corruption is essentially an abuse of entrusted power or position to obtain a personal gain or benefit; and

(c) Gratification is defined in Section 3 of the MACC Act 2009 and includes money, donation, gift, loan, fee, reward, valuable security, property or interest in property, employment, appointment, release, forbearance, undertaking, promise, rebate, discount, services employment or contract of employment or services and agreement to give employment or render services in any capacity. The provision or receipt of gratification is not an offence unless it is done corruptly.

4. ANTI-BRIBERY AND ANTI-CORRUPTION STATEMENT

We take a zero-tolerance approach to corruption and bribery. We conduct all our business in an honest and ethical manner. We are committed to acting professionally, fairly and with integrity in all our relationships and business dealings in accordance with our Code of Conduct and Ethics, and to implement and enforce effective system to counter bribery.

In the event of an investigation into corruption involving the Group, we shall ensure our full co-operation with the enforcement agencies and other competent authorities.

In the event of suspicious behaviour, allegations and/or investigations relating to bribery or corruption, the Group Human Resources reserves the right to request the relevant Employee to declare information regarding the assets owned by them as deemed necessary.

The Employee who found violating this Policy will be subjected to disciplinary action as well as potential criminal investigation and prosecution.

5. SPONSORSHIPS, DONATIONS AND POLITICAL CONTRIBUTIONS

• Donations and sponsorships may be permissible depending on the circumstances and should be made directly to an official entity and be capable of being publicly disclosed.
• Donations and sponsorships must not be made to influence business decisions or to cover up undue payments or bribery.
• The provisions relating to donations and sponsorships also apply to charitable support and donations, whether of in kind services, knowledge, time, or direct financial contributions.
• Subject to any prevailing law that govern political contribution, the Group may make contribution to political parties or candidates.
• All donations, sponsorship payments and political contributions must be accurately reflected in the Group’s accounting books and records, be permitted by the applicable law and be capable of being publicly disclosed.
• Written or verbal approval, on a case-by-case basis, must be obtained from the Managing Director/Executive Director before the Group’s funds or resources may be utilised for any direct or indirect political contributions and all donations and sponsorships.
• All sponsorships, donations and political contributions shall not exceed a maximum limit of RM500.

6. FACILITATION PAYMENTS

The Employees and Associated Third Parties dealing with the Group shall not accept or obtain or attempting to accept or obtain, solicit, offer, promise or give facilitation payments to secure or expedite the performance of their duty. This policy prohibits facilitation payment of any kind. All parties are strictly prohibited from making and accept facilitation payments.

The Group recognises that, in all business dealings with Associated Third Parties, there may be introduction of new customers and other potential business dealings, therefore this policy will only accept proper dealings in accordance to our Group business referral scheme. For further guidance please refer the Group’s Business Referral Guidelines.

7. GIFTS, HOSPITALITY AND ENTERTAINMENT

This Policy does not prohibit gifts, hospitality and entertainment (“GHE”), so long as it is reasonable and appropriate to do so in the circumstances that do not influence business decisions.  Any such business courtesies offered or received that transacted on behalf of the Group must be approved in accordance with the Group’s Limits of Authority.

GHE may include the following:-

• gifts presented at work-related conferences, seminars and/or business events;

• gifts given in gratitude for hosting business events, conferences and/or seminars;

• token gifts offered in business situations or to all participants and attendees for example, work related seminars, conferences, trade and business events; and

• refreshments or meals during meetings or as participants of work-related conferences and/or seminars or meals for business purposes.

• Hospitality includes (but is not limited to):

• Meals;
• Dinner Invitation;
• Travel or lodging associated with an official visit to foreign and outstation customers;
• Travel or lodging associated with business conference, meeting or event.

IDB employees may offer or accept reasonable and appropriate meals and entertainment to, or from, Associated Third Parties only for legitimate business purposes, and that complies with the following guidelines:

• reasonable in value;
• transparent;
• infrequent in nature;
• not given to influence or obtain an unfair advantage; and
• respectful and customary.

As a general principle, the Employees shall not accept or give a gift to a third party if it is made with the intention of influencing the third party to obtain or retain business, or in exchange for favours or benefits. In addition, lavish or unreasonable gifts or hospitality should not be accepted. All expenses for hospitality and entertainment to Associated Third Parties must be approved by Chief Executive Officer and appropriately documented

The Employees should be mindful in giving or receiving gifts or hospitality as it could be perceived as a way of improperly influencing the decision making of the recipient. Hence, the intention behind the gifts or hospitality should always be considered.

All persons who are subject to this Policy shall NOT:

• offer, give, or promise to give a bribe or anything which may be viewed as a bribe to secure or award an improper business advantage;
• offer, give, or promise to give a bribe or anything which may be viewed as a bribe to a government official, agent or representative to facilitate, expedite, or reward any action or procedure;
• request or receive a bribe or anything which may be viewed as a bribe from a third party knowing or suspecting it is offered with the expectation that it will obtain a business advantage for them; or
• engage in any activity that might lead to a breach of this Policy.

All persons who are subject to this Policy shall not accept or receive any Gift and/or Benefits from a third party or stakeholder of the Group except if it is made from gestures that are construed to be legitimate contribution and provided that the Gifts and/or Benefits are presented in good faith and below a monetary value of equivalent to RM500, which may be directly or indirectly offered as a result of or in anticipation of the Employees and Associated Third Parties’ position or performance of duties with the Group or for cultivating good business relationship.

 8. CONFLICT OF INTEREST

The Employees shall not use their official position, confidential information, assets and other resources for their personal gain or the advantage of their family and associates.

Should the Employees encounter a conflict-of-interest situation, they are required to disclose the said situation.

9. ASSOCIATED THIRD PARTIES

• The Associated Third Parties are expected to abide by ethical business practices and avoid corrupt practices, including bribery.
• The Associated Third Parties acting on behalf of the Group must contractually agree to abstain from bribery and corrupt practices.
• The Associated Third Parties are required to sign the declaration confirming they have been provided with a copy of the Policy and that they undertake to abide by the provisions of the Policy directly or indirectly applicable to them.
• Appropriate assessment shall be conducted on the Associated Third Parties acting on behalf of the Group to ensure the business and background of the potential business partners are free from bribery elements or conflict of interest prior to procurement process with the duly completed declaration form submitted to the Group.
• If there are suspicions of bribery and corruption on the part of the Associated Third Parties in their dealings with the Group, the Group reserves the right to seek an alternative supplier for the goods or services. The presence of these suspicions, employees who deal with the Associated Third Parties should report the issue according to our whistle blowing channel.

10. COMMUNICATION AND TRAINING

The Group will on a continuing basis provide specific and regular training in relation to anti-corruption and bribery laws and compliance with this Policy, for all new and existing Employees.

This Policy is published on the Company’s website and awareness is reinforced through emails.

All Employees are required to sign a declaration that they have read and understood and will abide by the Policy.

The current Employees are required to sign the declaration as soon as practicable. It is envisaged that the declaration may be submitted electronically in the future.

11. CONFIDENTIALITY AND PROTECTION

Any individual who knows of, or suspects, a violation of this Policy, is encouraged to whistle blow or report the concerns through the mechanism set out under the Group’s Whistle Blowing Policy. The provision, protection and procedures of the Whistle Blowing Policy for reporting of the violations of this Policy are available on the Company’s website.

No individual will be discriminated against or suffer any sort or manner of retaliation for raising genuine concerns or reporting in good faith on violations or suspected violations of this Policy. All reports will be treated confidentially.

12. MONITORING AND REVIEW

The Employees and the Associated Third Parties are responsible for the success of this Policy and should ensure adherence to this Policy and use it to disclose any suspected wrongdoing.

The Group will put in place the appropriate internal control system and procedures which are reasonable and proportionate to the nature and size of our organisation, in order to address any corruption risks arising from weaknesses in the organisation’s governance framework, processes and procedures. Such control procedures include due diligence on any relevant parties or personnel, namely board members, employees and Associated Third Parties, prior to entering into any formalised relationships, financial controls such as separation of duties and approving powers and record keeping.

For this purpose, the Group will plan, establish, implement and maintain a monitoring programme, which covers the scope, frequency, and methods for review. Competent person(s) will be identified to perform the reviews to facilitate continual evaluations and improvements on the organisation’s policies and procedures in relation to bribery and corruption.

The Company will ensure that regular risk assessment reviews are conducted to assess the performance, efficiency and effectiveness of the internal control system and procedures and ensure the control is enforced. Such reviews maybe conducted by an internal function or by an external party every three (3) years with intermittent reviews conducted when necessary.

13. RECORD KEEPING

It is important that proper and complete records be maintained of all payments made to third parties in the usual course of business as these would serve as evidence that such payments were bona fide, and not linked to corrupt and/or unethical conduct. All accounts, invoices, documents and records relating to dealings with the Associated Third Parties are maintained and recorded with accuracy and completeness.

All expenses claims relating to gifts or entertainment made to third parties must be submitted in accordance with the Group’s reimbursement procedures and/or applicable policy and specifically recorded the reasons for such expenditure.

All documents, accounts and records relating to dealings with the third parties, such as customers, suppliers and business contracts, should be prepared and maintained with strict accuracy and completeness. No accounts should be kept “off-book” to facilitate or conceal improper payments.

The Group will also maintain records the relevant declaration submitted by the Employees and Associated Third Parties to ensure that all persons subject to this Policy comply with the requirements.

14. COMPLIANCE TO THE LAW

The Group will comply with all applicable laws, rules and regulations of the governments, commissions and exchanges in jurisdictions within which the Group operates. The Employees are expected to understand and comply with the MACC Act 2009 (including any amendments thereof). The Group reserves the right to report any actions or activities suspected of being criminal in nature to the police or other relevant authorities.

15. PERIODIC REVIEW

This Policy will be reviewed from time to time including as a results of the risk assessment reviews conducted to ensure its effectiveness and consistency with the governing legislation and regulatory requirements, or more frequently should there be material changes to the said legislation and regulations or circumstance of the business, if any.

16. POTENTIAL RISK SCENARIOS – “RED FLAGS”

The following is a non-exhaustive list of possible red flags (for illustrative purposes only) that may arise and which may raise concerns under various anti-corruption laws.

If the Employees and Associated Third Parties come across any of these red flags or believe it may occur potentially while working with the Group, he / she must make report promptly in accordance with the procedures as set out in our Whistle blowing Policy.

• Become aware that a third party engages in, or has been accused of engaging in improper business practices, improper conduct or has a reputation for paying bribes or requiring bribes;
• A third party demands gifts, benefits, commission or fees before committing or continue to sign up a contract;
• A third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business;
• A third party refuses to provide or provide insufficient, false, or inconsistent information in response to due diligence questions;
• A third party requests the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us, or a shell entity serves as a middleman especially when domiciled in secrecy haven;
• There are signs that the third party is not acting on his own behalf, but is trying to conceal the true beneficial owner’s identity;
• A third party has a reputation of having a “special relationship” with a government, political party or other public official or has been specifically requested by a public official;
• A third party refuses to sign a commission or fee agreement or insists on the use of a side-letter relating to the payment of funds;
• A third party requests an unusually large or inappropriate commission, retainer, bonus or other fee or an unexpected additional fee or commission to “facilitate” a service;
• A third party requests payment in cash or cash equivalent such a money order; refuses to provide an invoice or receipt;
• A third party refuses to provide an invoice or receipt for a payment, or you receive an invoice or receipt that appears to be non-standard or customized;
• A third party requests that a transaction is structured to evade normal record-keeping or reporting requirements;
• A third party refuses to abide by this Policy or does not demonstrate that it has adequate internal anti-corruption policies and procedures in place; and/or
• Been offered an unusually generous gift or lavish benefits or entertainment by a third party.

While this is not an exhaustive list, these scenarios are indicators of potential noncompliance with anti-bribery and anti-corruption Act. The presence of one of these factors does not automatically require reporting, but if suspicious activity persists, Employee should report the issue.

17. ORGANISATIONAL RESPONSIBILITY

All Employees shall note that it is a criminal offence to commit acts of bribery and corruption. The Group will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which the Group operates.

Employee in doubt as to whether a potential act could give rise to bribery and corruption concerns, the matter should be referred immediately to Human Resource department and/or Company’s Executive Director.

All employees have the responsibility to read, understand and comply with this policy and all employees are required to sign a Letter of Undertaking in abiding to IDB Anti-Bribery and Anti-Corruption policy. All Employees are also required to sign Conflict of Interest Declaration to avoid possible conflict of interest between interest of company and private interests.

IDB shall conduct awareness program for all Employees regarding anti-bribery and anti-corruption Policy. All new employees will be briefed about this Policy as part of their orientation program. Regular training will be provided in accordance with the level of bribery and corruption risk related to the position. 

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for misconduct.

Employees who refuse to take part in bribery or corruption, or report in good faith under this policy their suspicion that an actual or potential bribery or other corruption offence has taken place or may take place in the future will be protected from detrimental treatment/retaliation. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavorable treatment connected with raising a concern.

The Group has a Whistle Blowing Policy in placed which provides avenues for all employees and members of the public to raise concerns or disclose any improper conduct within the Group and to take appropriate actions to resolve them effectively.

The established channels for whistle blowing reporting are as follows:

Any concern or/and violation should be reported to the Executive Director/Chief Executive Officer (“ED/CEO”).

The channel of reporting to the ED/CEO is as follows:

By Email: kbcheah@idb.com.my

By Mail: Strictly Confidential

IDB Technologies Berhad

C5-3, Radius Business Park, Jalan Teknokrat 2/1,

Cyber 4, 63000 Cyberjaya, Selangor Darul Ehsan

Attention: The Executive Director/Chief Executive Officer

1. If for any reason, it is believed that reporting to management is a concern or not possible or appropriate, then the concern should be reported to the Chairman of Board of Directors of the Company (“Board”).

The channel of reporting to the Chairman of the Board is as follows:

By Mail: Strictly Confidential

IDB Technologies Berhad

Third Floor, No. 77, 79 & 81,

Jalan SS21/60, DamansaraUtama,

47400 Petaling Jaya, Selangor Darul Ehsan

Attention: The Chairman of the Board

Group Finance will constantly monitor the Compliance of this Policy and internal audits will be conducted as and when deemed necessary.

Any questions concerning this Policy and related requirements may be addressed to the Group Human Resource by email at leongsehling@idb.com.my. Directors may raise any questions concerning this Policy to the Company Secretary/ Secretarial Department.

18. BOARD APPROVAL

This Policy was reviewed and approved by the Board of Directors of the Company on 29 May 2020.