Anti-bribery and Anti-corruption Policy

1. POLICY STATEMENT

1.1      The Board of Directors (Board) of UPA Corporation Bhd and its subsidiaries (UPA) believes that honesty, integrity and transparency are the core values of good corporate governance. The Board will not condone bribery and corruption and is committed to act professionally and with integrity in all business dealings and relationships.

1.2      UPA will uphold all laws relevant to countering bribery and corruption. It is committed to complying with all relevant laws of Malaysia including the Section 17A of the Malaysian Anti-Corruption Commission Act 2009 and Malaysian Anti-Corruption Commission (Amendment) Act 2018 in all the jurisdictions in which it operates both at home and abroad.

1.3      This Policy applies to UPA’s directors, employees and associated persons (i.e. agents, consultants, contractors, suppliers, customers, bankers, insurers and any other persons who have dealings with UPA). Compliance with this Policy constitutes the terms of service or conditions of providing services to UPA by these said parties.

2. DEFINITION OF GRATIFICATION

Gratification shall have the meaning as defined in the Malaysian Anti-Corruption Commission Act 2009 which includes but not limited to anything of monetary and non-monetary value of benefit. Gratification does not have to be directly given or received by directors, employees or any associated persons, but it can also be given or received by anyone related to them, or persons giving and receiving on their behalf.

Gratification can be subdivided into the following categories :

Monetary   – money, donation, gift, loan, fee, reward, financial benefit, valuable security, property, car or any similar advantage

In-kind   – office or position in an organisation, dignity or title, employment, contract of service, favours or any similar advantage

3. FORMS OF CORRUPTIONS

3.1       Bribery and Corruption

A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage and can be in the form of gratification or other advantages. Hence the directors, employees and associated persons shall not :

1. Give, agree to give, promise or offer to any person any gratification payment, gift, hospitality or other benefit with the intent that a business or advantage will be received or retained in return.
2. Accept any offer from any person that he/she knows or suspect, is knowingly made with the intent that UPA will provide or retain a business or advantage for that person or any other related person.
3. Give, agree to give, promise or offer any gratification to any officer in the authorities to facilitate or expediting a routine or necessary procedure, and/or to avoid punitive action by any regulatory authorities.
4. Threaten or retaliate against any person who refuses to offer or declines any form of gratification or who has raised concerns about possible bribery and corruption.

3.2       Facilitation payments or kickbacks

Facilitation payment or kickbacks is a form of corruption where payment is made with the purpose of expediting or facilitating or securing the performance of a person performing a routine or administrative duty or function. Facilitation payment need not involve cash or other financial asset, it can be any sort of advantage with the intention to influence them in their duty.

UPA does not endorse the making and participation of facilitation payment or kickbacks. Directors, employees and associated persons must avoid any activity that might lead to or suggest that a facilitation payment or kickbacks will be made or accepted by UPA.

3.3       Conflict of interests

Conflict of interests happen in situations where two or more competing interests’ conflict and impair an individual’s ability to make objective decisions. Generally, conflict of interest arises when personal interests interfere with UPA’s interests. It may not necessarily result in unethical acts but may arise when the employees take actions base on their personal interests that may make it difficult to perform their duty objectively.

Conflict of interest must be avoided and where an actual, perceived or potential conflict of interests occurs, the person concerned should be transparent, abstains from making decision and declare to the General Manager who then shall decide whether to accept, reject or take necessary mitigation actions. If it cannot be resolved in that manner, then the Executive Director shall make the final decision.

3.4       GIFTS, ENTERTAIMENT AND HOSPITALITY

This Policy encourages the practice of good judgement, discretion and moderation when giving or accepting gift or entertainment for business purposes. Gifts giving and entertainment practices may take place for cultural purpose such as Hari Raya, Chinese New Year, Deepavali, moon cake festival or for events such as death, wedding and birth of baby. However, any gifts and entertainment given or received must be in compliance of the law and must not violate the giver’s or the receiver’s policy on the matter.

As a general rule of thumb, gift and entertainment given or received must be :

1. Reasonable in monetary value
2. Infrequent in nature
3. Transparent
4. Not to influence or obtain any unfair advantage
5. For a sign of respect and/or customary purpose

3.5       DONATIONS, SPONSORSHIPS AND CHARITABLE CONTRIBUTIONS

UPA does not approve or endorse any donation or contribution whether in cash, kind or any other form to support political parties or any particular candidates as it is perceived as an attempt to gain improper business advantage. However, the directors, employees and associated persons of UPA are not restricted to make any political donation in their own personal capacity.

Other charitable donations or contributions made in good faith, monetary or otherwise, are acceptable by UPA. The following guidelines must be followed before making such donations and contributions to any charitable organisation :

1. The donations and contributions shall generate publicity and goodwill for UPA and demonstrate its commitment to Corporate Social Responsibility.
2. The donations and contributions must not be related to, dependent on or made in order to win or influence a busines deal or gaining unfair advantage.
3. The donations and contributions must be made directly to the relevant charity or organisation and not to any particular individual.

Charitable donations and contributions can only be proposed and made with the approval of an Executive Director.

4. RESPONSIBILITIES

4.1       All directors, employees and associated persons of UPA have the responsibility to read, understand and comply with this Policy and shall at all times, avoid any activity that might lead to or suggest a breach of this Policy.

4.2       This Policy should be read in conjunction with the Code of Ethics and Conducts of UPA, Whistleblowing Policy of UPA, Section 17A of the Malaysian Anti-Corruption Commission Act 2009 and the Malaysian Anti-Corruption Commission (Amendment) Act 2018.

5. RECORD KEEPING

5.1       All accounts and documents related to payment made to associated persons and other third parties are to be prepared with accuracy and completeness. It is not allowed to be kept “off-the-book” to conceal undue or improper payments.

5.2       All directors and employees are to ensure that all gifts and entertainment accepted or offered which could potentially be construed as bribery or corruption have been approved with the reasons for such transactions specifically recorded.

5.3       These transactions are to be documented and maintained by the Accounts Department which will be subject to internal audit review.

6. NON-COMPLIANCE

6.1       Non-compliance with this Policy may result in disciplinary actions, including termination of employment, to be taken against the offending directors or employees.

6.2       UPA will terminate the contract of associated persons if they are found to have breached this Policy.

6.3       Further legal actions may be taken against the offending parties, including reporting to the relevant authorities, if UPA’s reputation and interest have been affected as a result of violation of this Policy.

7. COMMUNICATION AND TRAINING

7.1       This Policy is made accessible to all directors, employees and associated persons on UPA website at www.upa.com.my and incorporated in the Rules and Regulations employees handbook of UPA.

7.2       UPA will from time to time conduct training or briefings for all Directors, employees and associated persons to impart and refresh awareness on anti-bribery and anti-corruption measures as stipulated in this Policy.

8. 8. MONITORING AND REVIEW

8.1       The Board has the overall responsibility to monitor the effectiveness and review the implementation of this Policy regularly to ascertain its suitability, adequacy, effectiveness and compliance with legal and ethical obligations.

8.2       The Board also has the responsibility to ensure the internal control and procedures are subject to regular audit review as to determine the effective measures in countering any potential bribery and corruption in UPA.

Dated this : 4th March 2022