Anti-Bribery & Anti-Corruption Policy

1. Introduction

This Anti-Corruption Policy establishes basic standards and a framework for the prevention and detection of bribery and corruption in Lapasar’s operations. It promotes compliance with the Malaysian Anti-Corruption Commission Act 2009, and other applicable anti-corruption laws.

The Malaysian Anti-Corruption Commission Act 2009 and many other anti-corruption laws prohibit offering or providing benefits, directly or indirectly, to government officials or to the private sector, for the purpose of securing an undue advantage or improper benefit. Further, other laws around the world also prohibit bribery of individuals in the public and private sector.

Most importantly, we have a zero tolerance policy for giving or accepting bribes or kickbacks, regardless of local laws or custom. Here at Lapasar, we do not pay bribes, even if it means we may lose money or delay a project.

2. Policy Statement

All Lapasar personnel are required to comply fully with this Anti-Corruption Policy, the Malaysian Anti-Corruption Act 2009 and other applicable anti-corruption laws. The basic rules are these:

• Lapasar personnel shall not offer, give, solicit, or receive bribes or kickbacks.
• Lapasar personnel must fully, fairly and accurately characterise and record all transactions and expenditures in the books, records and documents of the company or relevant institution.
• Prohibited activities may not be taken directly or indirectly through third parties such as agents, consultants, contractors, partners or vendors of Lapasar.

3. Your Responsibilities

You must ensure that you read, understand and comply with this policy.

The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for Lapasar or under its control. All employees are required to avoid any activity that might lead to, or suggest, a breach of this policy. You must notify the HR Manager as soon as possible if you believe or suspect that a conflict with this policy has occurred, or may occur in the future. If you are unsure about whether a particular act constitutes bribery or corruption, please contact the HR Manager.

4. Consequences of Non-Compliance

Compliance with this Policy and with the laws of Malaysia is a condition of employment with Lapasar. Failure to comply with this Anti-Corruption Policy and the Guidelines established under this Policy, the Code of Conduct and Ethics or applicable laws is grounds for disciplinary action, including termination of employment. The consequences of failing to comply with anti-corruption laws in Malaysia can be very serious. Violations can result in millions of dollars in fines against Lapasar. Lapasar or individual institutions also may be disqualified from conducting business with public agencies, or lose licences or accreditation. Independent of whether any enforcement action is taken against Lapasar, Lapasar personnel involved in violations may be subject to prosecution, criminal fines, and imprisonment.

By law, fines and penalties imposed upon individuals may not be paid directly or indirectly by Lapasar.

5. Definitions

Bribery

Inducement can be anything of value to the person who is being influenced which can take the form of gifts, hospitality, fees, rewards, jobs, internships, examination grades, favours or other advantages. It does not matter whether the bribe is given or received directly or through a third party or whether it is for the benefit of the recipient or some other person.

Corruption is the misuse of entrusted power for personal gain.

Government Officials include any officer or employee of any governmental entity at any level;

• any private person acting in an official capacity for or on behalf of any governmental entity (such as a consultant retained by a government agency);
• officers and employees of companies or institutions in which the state has a majority ownership interest or over which the state exercises control, including public schools, colleges and universities;
• Candidates for political office, and political parties and their officials; and
• officers, employees, or official representatives of public international organisations, such as the World Bank, United Nations, and International Monetary Fund.

Kickback is an illicit payment made to someone in return for facilitating a transaction or appointment.

6. Who Is Covered by the Policy?

This policy applies to all Lapasar Directors, individuals working at Lapasar including employees (whether permanent, or by way of contract, full time or part-time), consultants, contractors, trainees and agency staff, volunteers, interns, agents, sponsors, or any other person associated with us, or any of our subsidiaries or their employees, wherever located (collectively referred to as employees in this policy) and all third parties acting on behalf of Lapasar. This policy applies to conduct both within and outside of Malaysia.

7. Relationship to Other Policies and Local Laws

This Policy is consistent with and supports the provisions of the Lapasar Code of Conduct and Ethics, and all Malaysian laws and regulations on Anti – Corruption including the Malaysian Anti-Corruption Commission Act 2009.

8. What Is Not Acceptable?

It is not acceptable for you (or someone on your behalf) to:

• give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that either a personal or business advantage will be received, or to reward either a personal or business advantage already given;
• give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to "facilitate" or expedite a routine procedure;
• accept payment from a third party that you know or suspect is offered with the expectation that it will obtain either a personal or business advantage for them;
• accept a gift or hospitality from a third party if you know or suspect that it is offered or provided with an expectation that either a personal or business advantage will be provided by Lapasar in return;
• accept a gift or hospitality from a third party who is tendering for a contract to be awarded by Lapasar either on its own or jointly with other parties:
• threaten or retaliate against another worker who has refused to commit a bribery offence or who has raised concerns under this policy; or
• engage in any activity that might lead to a breach of this policy.

A. No Bribery

Lapasar personnel should never be involved in offering, promising, authorising, making, receiving or otherwise furthering a payment of money or transfer of anything of value to or from any person for an improper purpose. The giving or receipt of gifts and hospitality is allowed, if the following requirements are met:

1. it is made with the intention of not influencing a third party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits;
2. if it does not include cash or a cash equivalent (such as gift certificates, vouchers or tickets);
3. if it is appropriate in the circumstances. For example, in Malaysia it is customary for small gifts to be given during the various festive season;
4. if taking into account the reason for the gift, it is of an appropriate type and value.
5. 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);
6. Product samples of nominal value given by suppliers or potential suppliers if giving such samples are allowed;
7. Working lunches or dinners with suppliers or other stakeholders of Lapasar, if such lunches or dinners are inevitable in the course of official business. Such lunches or dinners should, however, be of modest value not beyond what is normal or customary in the sector or business where Lapasar operates, especially in dealing with potential suppliers or customers;

Gifts or hospitality should not be offered to, or accepted from, government officials (this includes public school teachers/counsellors/staff) or representatives, or politicians or political parties, without the prior approval of Lapasar’s HR Manager. Any such gifts must be registered regardless of value.

B. Facilitation Payments and Kickbacks

Lapasar personnel should not make, and should not accept, facilitation payments or "kickbacks" of any kind to obtain a favourable outcome. Facilitation payments are typically small, unofficial payments made to secure or expedite a deal.

If you are asked to make a payment on Lapasar’s behalf, you should always be mindful of what the payment is for and if it forms part of the official service rendered by the other party and is being offered to the public at large. You should always ask for an official receipt which details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with the HR Manager.

Similarly, if you were offered or received any benefits in monetary form or in kind, directly or indirectly you should be cautious as to the intention of the offerings. The gifts should not form, influence or be seen as influencing the judgement and/or your engagement in any act that may directly or indirectly assist the giver in attaining a favourable or desired outcome e.g. awarding of jobs and contracts, student grades, testimonials, etc.

All employees must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by Lapasar or any Lapasar Personnel.

C. Responding to Solicitations and Extortion

If a government official or other person requests a bribe or other improper payment or transaction, Lapasar personnel should diplomatically but clearly advise the requester that it is against Lapasar’s policy to make such payments, and decline to make or promise to make the payment. The solicitation should be promptly reported to the HR Manager.

The only exception to this rule is where the request is a demand that is accompanied by a credible threat to personal safety or safe passage. In such cases, which are equivalent to extortion, Lapasar personnel may make the requested payment to avoid the threat, but must promptly report the demand as provided above. A threat of property damage or harm to business does not fall within the scope of this exception.

D. Third Parties

Anti-corruption laws around the world prohibit corrupt payments made directly by Lapasar personnel and also indirectly through an agent or other intermediary such as a consultant acting on our behalf. It is unlawful to make a payment of anything of value to any agent or other intermediary if there is reason to believe that any portion of the payment will be offered, given, or promised to anyone else for a corrupt purpose.

Accordingly, this Policy applies to activities conducted with or through an agent, consultant, joint venture, or other business partner. Lapasar personnel who manage, supervise, or oversee the activities of third parties working with Lapasar should ensure that such persons or entities understand and fully comply with this Policy. The most important step we can take to protect ourselves from liability for improper payments made by third parties is to carefully choose our partners, including agents and consultants, and monitor their conduct. Lapasar has adopted a Policy for Engaging Third Parties relevant to the engagement of certain third parties, which include standards and procedures for selection, appointment, and monitoring. These include a requirement of appropriate due diligence and approval prior to engagement, written contract provisions, and appropriate monitoring controls. Consult the Third-Party Policy for more information.

9. Accurate Books and Records and Financial Controls

Lapasar personnel must maintain complete and accurate records with respect to all transactions and expenditures undertaken on behalf of Lapasar or its subsidiaries.

• We must exercise special care when transactions involve payments or other benefits to government officials.
• We must accurately record all payments to public officials and commercial partners.
• We must reject and report any requests for false invoices or payment of expenses that are unusual, excessive or inadequately described and/or inadequately supported.
• We must not request from third parties nor issue out false invoices.
• We must not make misleading, incomplete or false entries in Lapasar books and records for any reason.

10. Seeking Advice and Reporting Violations

Lapasar personnel or third parties who have a query or doubt whether or not a particular action they have observed, heard about or learnt about, is inconsistent or in violation of this policy and or the Malaysian Anti - Corruption Act 2009, should raise their concerns to Lapasar’s HR Department.

Lapasar personnel also may seek advice or report a possible violation by anonymous letter to the HR Manager or via email to HR@lapasar.com.

Lapasar shall not allow any person to suffer harm or abuse of any kind because he or she has raised the concern honestly and in good faith. Any retaliation against a concerned person shall be a violation of this policy, Lapasar’s Code of Conduct.