Anti-Bribery & Anti-Corruption Policy

1. Purpose
   1. WAKOMAS Chemical Sdn Bhd means and includes its subsidiaries and related companies, present or in the future, and shall hereafter be referred to as “the Group”. A list of the companies in the Group is annexed hereto as “Annexure A” and may be updated from time to time.
   2. The Group shall conduct its business with honesty, integrity, transparency, and respecting the laws, cultures, dignity and rights of individuals in all countries where it operates. All of the Group’s:
      1. Full time, probationary, contract and temporary employees including Directors (“Employees”); and
      2. Ongoing or potential customers, suppliers, bankers, service providers, contractors, and sub-contractors of any tier of the Group (“Business Associates”) are expected to act in accordance with the Group’s corporate values and ethics.
2. Scope
   1. This Anti-Bribery & Anti-Corruption Policy (“Policy”) describes the Group’s commitments and requirements regarding ethical business practices and personal conduct. It sets out the behaviour the Group expects of its Employees and what the Group’s Employees and Business Associates can expect from the Group.
   2. This Policy is intended to give the Group’s Employees and Business Associates guidance for its Anti-Bribery & Anti-Corruption practices.
   3. The Group’s Business Associates are expected to adhere to standards that are consistent with applicable laws and the Group’s Policy.
   4. This Policy is not intended to be exhaustive, and there may be additional obligations that Employees are expected to adhere to or comply with when performing their duties. For all intents and purposes, the Employees shall always observe and ensure compliance with all applicable laws, rules and regulations to which they are bound to observe in the performance of their duties.
   5. This Policy is applicable globally. Suppose an Employee is travelling outside of Malaysia. In that case, he is subject to the laws of the country he is in, but this Policy’s principles must be adhered to regardless of whether or not that country has specific anti-bribery or anti-corruption laws. If there is a conflict between the specific anti-bribery and anti-corruption laws and the principles contained in this Policy, the stricter provision shall prevail.
   6. The Group is committed to complying with the Malaysian Anti-Corruption (MACC) Act 2009 (“MACC Act”), subsequent amendments to the Act and all guidelines issued by relevant authorities pertaining to the same.
   7. The Group’s Employees may refer to the Group’s Standard Operating Procedures on Gifts & Entertainment (Code: SOP-A06) for additional information.
   8. Where the context or construction requires, all words applied in plural will be deemed to include the singular and vice versa; the masculine will include the feminine and neuter, and vice versa; and present tense will include the past and future tense vice versa.
3. Guiding Principles
   1. Malaysian Anti-Corruption Commission (Amendment) Act 2018
      1. Under the Section 17A of the Malaysian Anti-Corruption Commission (Amendment) Act 2018, a commercial organisation commits an offence if a person associated with the commercial organisation corruptly gives, agrees to give, promises or offers any person any gratification whether for the benefit of that person or another person with intent –
         1. to obtain or retain business for the commercial organisation: or
         2. to obtain or retain an advantage in the conduct of business for the commercial organisation.
      2. “Gratification” is defined as:
         1. money, donation, gift, loan, fee, reward, valuable security, property or interest in the property is the property of any description whether movable or immovable, financial benefit, or any other similar advantage;
         2. any office, dignity, employment, contract of employment or services, and agreement to give employment or render services in any capacity;
         3. any payment, release, discharge or liquidation of any loan, obligation or other liability;
         4. any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction or percentage;
         5. any forbearance to demand any money or money’s worth or valuable thing;
         6. 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 of any right or any official power or duty; and
         7. any offer, undertaking or promise, whether conditional or unconditional, of any gratification within the meaning of any of the proceeding paragraphs 3.1.2.1 to 3.1.2.6.
      3. Any commercial organisation who commits an offence under this section shall on conviction be liable to a fine of not less than ten (10) times the sum or value of the gratification, which is the subject matter of the offence, where such gratification is capable of being valued or is of pecuniary nature, or one million ringgits, whichever is the higher, or to imprisonment for a term not exceeding twenty (20) years or to both.
      4. Where an offence is committed by a commercial organisation, a person –
         1. who is its director, controller, officer, or partner; or
         2. who is concerned in the management of its affairs,

         at the time of the commission of the offence, is deemed to have committed that offence unless that person proves that the office was committed without his consent or connivance and that he exercised due diligence to prevent the commission of the offence as he ought to have exercised, having regard to the nature of his function in that capacity and the circumstances.

      5. For the purpose of this section, a person is associated with a commercial organisation if he is a Director, Partner or an Employee of the commercial organisation or he is a person who performs services for or on behalf of the commercial organisation.
   2. Solicitation, Bribery and Corruption
      1. The Group does not tolerate corruption and is firmly opposed to corruption in all its forms. The Group is committed to doing business according to the highest ethical standard as it believes the success of an organisation is built on the trust of its Employees, Business Associates, and the general public. This is earned by demonstrating ethics and integrity in business practices.
      2. Employees are prohibited from, directly or indirectly, solicit, accept, obtain or agree to accept or attempt to obtain, from any party for himself or for any other party, any bribe or gratification as an inducement or a reward for doing or forbearing to do, or for having done or forborne to do, any act in relation to the Group’s affairs or business, or for showing favour or forbearing to show disfavour to any party in relation to the Group’s affairs or business.
      3. Employees may not directly or indirectly offer, promise, or give any bribe as an inducement or a reward for doing or forbearing to do, or for having done or forborne to do, any act in relation to the Group’s affairs or business, or for showing favour or forbearing to show disfavour to the Group in relation to the Group’s affairs or business, whether in the form of a facilitation payment, kickback, donation fee or any other form.
      4. Employees should satisfy themselves concerning the status and probity of any Business Associate or other person whom he engages in acting for or on behalf of the Group or in relation to the Group’s affairs or business and confirm that the relevant party understands and accepts the Group’s policies prohibiting improper solicitation, bribery, and corruption. Business Associates and others must comply with this Policy when performing work or services for or on behalf of the Group.
      5. Even the appearance of conduct prohibited by these Articles, or any other measure that is unethical or that will the Group’s reputation for honesty and integrity, must be avoided.
      6. If an Employee receives a request for a bribe or offered a bribe, he must immediately report it to his General Manager or Head of Businesses Improvement.
   3. Gifts, Hospitality and Entertainment
      1. The Group discourages giving or accepting gifts, hospitality, entertainment, or the provision of gratuitous services (“GHE”). This could influence business decisions or enforcement of regulations or cause others to perceive such influence. The Group does not expect GHE from any of its Business Associates.
      2. Employees must not directly or indirectly solicit GHE from any party for themselves or on behalf of the Group.
      3. GHE may be offered or accepted when this is expected as common business courtesies, however, only when aligned with the precautions and regulations described below. GHE or other advantages shall not be offered, promised, given to, or received from public officials without specific approval from the Managing Director.
      4. GHE, which bears the Group’s name and logo and are of nominal or reasonable value such as diaries, table calendars, pens, notepads, and plaques (“Corporate Gifts”) or traditional treats or gifts customary to the occasion such as oranges, dates, cakes and food hampers (“Festive Gifts”) of nominal or reasonable value are viewed as common business courtesies in the business environment and may be accepted or given to Business Associates.
      5. The Group prohibits giving or accepting GHE that is:
         1. illegal;
         2. unduly dangerous;
         3. indecent;
         4. sexually oriented;
         5. inconsistent with the Group’s commitment to mutual respect;
         6. to improperly influence someone to act in favour of the Group or to refrain from taking action adverse to the Group; or
         7. in the form of cash or cash equivalent.
      6. In recognition of the preceding, All GHE accepted or given must fulfil all of the following conditions:
         1. made for the right reason – it should be clearly given as an act of appreciation or common courtesy associated with the festive seasons or other ceremonial occasions;
         2. no-obligation – it must not be used to cause or induce the receiver to improperly or illegally influence any business action or inaction or cause others to perceive an improper influence;
         3. no expectation – there must not be any expectation of any favour or improper advantages from the receiver;
         4. made openly – if made secretly and undocumented, then the purpose will be open to question;
         5. reasonable value – the type of gift and its value must commensurate with the occasion and in accordance with a general business practice;
         6. legal – it complies with the applicable laws; and
         7. documented – the expense must be approved and recorded in accordance with the Group’s standard operating procedures.
      7. If an Employee is in doubt about the acceptability, GHE must be refused.
   4. Sponsorship, Funding and Donation
      1. Employees must not make any sponsorship, funding or donation of any kind to political parties or individual politicians or towards political campaigns or initiatives for or on behalf of the Group. Any request for political donation or contribution must be pre-approved by the Managing Director, and no political contribution may be made unless the Group has received a satisfactory opinion from qualified counsel as to its legality under applicable laws.
      2. Employees may participate in political activities in their individual capacity with their own money and at their own time. Also, they are to make it clear that their individual political views and actions are personal and not reflective or representative of the Group. The Group will not reimburse any personal political contributions.
      3. The Group will only provide charitable or educational donations and public welfare sponsorships if they are ethical and legal under applicable laws. All donation and sponsorship expenses must be approved in accordance with the Group’s standard operating procedures.
      4. Employees must never use donations or sponsorships to obtain business or advantage of any kind or unduly influence the outcome of a business decision or cause others to perceive it as such. The use of donations or sponsorships in this manner is strictly prohibited under this Policy.
   5. Facilitation Payment
      1. Facilitation payments are payments aimed at expediting or securing the provision of products or services to which the company is legally entitled.
      2. Employees must not, whether directly or indirectly:
         1. offer anything of value to influence the actions or decisions of any official, other people in public or legal duty, or Business Associates; or
         2. otherwise obtain any improper advantage in selling goods and services, conducting financial transactions or representing the Group’s interests.
      3. Facilitation payments shall not be made by any person acting on behalf of the Group, even if not considered a criminal offence under certain jurisdictions.
      4. Employees shall ensure that any payments (whether locally or in other jurisdictions) made are proper and legal and in full compliance with the laws of Malaysia and the laws of the respective jurisdictions.
      5. If in doubt or a request for a facilitation payment is encountered, Employees must immediately declare or notify the General Manager or Head of Business Improvement.
   6. Conflicts of Interest
      1. Conflicts of interest arise where there is a personal interest that can be considered to have potential interference with objectivity in performing duties or exercising judgement for or on behalf of the Group.
      2. Employees must avoid situations in which their personal interest would conflict with their duties and responsibilities and must not use their position, official working hours, the Group’s resources and assets, or information available to them for personal gain or the Group’s disadvantage.
      3. Employees must not participate in any transactions or other business arrangements on behalf of the Group where they directly or indirectly have, or could reasonably be suspected to have, a personal interest, financial or otherwise, or that could otherwise reasonably be considered to harm the Group’s reputation.
      4. In situations where conflict of interest arises, Employees are required to declare the matter to the General Manager immediately. The General Manager shall ensure that the conflicted individual is isolated from any operation, influence and/or decision-making process associated with the subject of the conflict.
   7. Whistle-blowing Channel
      1. If Employees suspect, or reasonably believe that this Policy has been, or is being violated, they have an obligation to report his concerns to the Head of Business Improvement immediately.
      2. Reporting may be done through the whistle-blower channel via the Group’s website at www.wakomas.com.my. The identity of the individual who has reported the violation shall be kept confidential, and the Group shall not allow any retaliation against the individual, subject that the individual has made the report in good faith.
      3. All reporting should be made in good faith based on honest and reasonable grounds at the material time without necessitating hard evidence.
      4. The Group shall investigate all reports by a person or persons designated by the Group, and appropriate actions shall be taken in the event of any violations of this Policy.
      5. The Group’s Whistle-blowing Policy may be referred to for further information.
   8. Enforcement for Non-compliance
      1. The Group regards acts of bribery and corruption seriously and shall take appropriate actions in the event of non-compliance with the Policy. For Employees, non-compliance with this Policy may lead to disciplinary action and termination of employment.
      2. For Business Associates, non-compliance with this Policy may lead to termination of contract and claim for damages.
      3. Legal action may be taken if the Group’s interests have been harmed as a result of non-compliance.
      4. The Group shall notify the relevant regulatory authority if any identified bribery or corruption incidents have been proven beyond a reasonable doubt. Where the notification to the relevant regulatory authority has been done, the Group shall provide full co-operation to the said regulatory authority.
   9. Communication and Confirmation
      1. This Policy is a public document that shall be communicated to all Employees and Business Associates. They must read and understand the Group’s position on anti-bribery and anti-corruption.
      2. Effective from the date of this Policy, all Employees shall confirm that they have read, understood, and will abide by the Policy. A copy of this confirmation shall be documented and retained by the Human Resource Department for the duration of their employment.
   10. Revisions
       1. This Policy shall be updated, amended, or revised from time to time to ensure its adequacy in implementation and enforcement.
4. References
   1. Malaysian Anti-Corruption Commission (Amendment) Act 2018
   2. Malaysian Anti-Corruption (MACC) Act 2009
   3. WAKOMAS Group Whistle-blowing Policy (WGP-BI03)