A commercial organisation (as defined pursuant to Section 17A(8) of the Malaysian Anti- Corruption Commission (“MACC”) Act 2009) commits an offence if an associated person corruptly gives any gratification with intent to obtain or retain business or an advantage in the conduct of business, for the commercial organisation.

Notwithstanding the aforesaid, it is a defence to such corporate liability offence if the commercial organization can show that it had adequate procedures in place to prevent persons associated with the commercial organization from carrying out the corrupt act.

POWERTECHNIC GROUP BERHAD (“Powertechnic”) and its subsidiaries (collectively referred to as “the Group”) are committed to conducting its business in a legal, ethical and responsible manner in compliance with the MACC Act 2009 as well as all prevailing applicable laws, regulations and guidelines.

In connection to the above, the Group requires all employees (including full time, probationary, contract and temporary staff) (“Employees”) and Directors of the Group (executive and non- executive) (“Directors”) to be committed to acting professionally and with integrity in carrying out their roles and responsibilities.

The Group will take reasonable and appropriate measures in line with the Guidelines on Adequate Procedures issued by the National Centre for Governance, Integrity and Anti-Corruption under the Prime Minister’s department on 4 December 2018, pursuant to Section 17A(5) of the MACC Act 2009 to ensure that its businesses do not participate in corrupt activities for its advantage or benefit. This Anti-Bribery and Anti-Corruption Policy (“ABAC Policy” or “Policy”) sets out the scope and responsibilities to insulate and protect the Group as well as 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 Code of Business Conduct & Ethics of Powertechnic.

 “Bribery” – Bribery is the offering, promising, giving, accepting or soliciting of an advantage as an inducement for action which is illegal, unethical or a breach of trust. A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage and can take the form of gifts, loans, fees, rewards or other advantages.

“Corruption” – Corruption is the abuse of entrusted power for private gain.

“Third Party/Parties” – Third Parties include agents, consultants, associates, customers, contractors, vendors, solicitors, service providers, suppliers, joint venture partners, introducers/ government intermediaries and any other business partners.

“Public Body” – Public Body includes the Government of Malaysia, the Government of the State, any local authority and any other statutory authority, society, union, organization or body defined in Section 3 of MACC Act 2009.

This ABAC Policy is applicable to all Directors and Employees of the Group.

The objective of this Policy is to provide information and guidance to the Directors and Employees on standards of behaviour to which they must adhere to and how to recognise as well as deal with bribery and corruption.

This Policy is not intended to be exhaustive, and there may be additional obligations that Directors and Employees are expected to adhere to or comply with when performing their duties. For all intents and purposes, the Directors and 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.

Each Employee and Director of the Group has a duty to read and understand this Policy. Violation of any of this Policy’s provisions may result in disciplinary action, including termination of employment.

If a Director requires further clarification on the Policy, the Director may liaise with the Chairman of the Board of Directors (“Board”) or the Senior Independent Director, as the case may be, whereas for an Employee, the Employee may refer or highlight any concerns to their immediate superior, Head of Department or the Compliance Officer appointed.

An Anti-Bribery and Anti-Corruption Compliance Unit has been established and headed by a Compliance Officer who is vested with the following authority and responsibilities: –

1. have the adequate resources needed to perform his/her duties;
2. have full access to any information required in the course of performance of his/her duties;
3. have direct access to the Board and Audit and Risk Management Committee (“ARMC”), where relevant, to obtain information and feedback in the course of performance of his/her duties and to report the results of the review of any ABAC Policy incidence and the compliance thereof;
4. to obtain the services and advice of any external professional at the expense of the Group in carrying out his/her duties;
5. to carry out investigation on any suspected or actual incidences of bribery and corruption reported to him/her and to determine and recommend the appropriate actions to be taken as a result of the investigation to the ARMC and Board; and
6. to oversee compliance in line with the Board’s Gifts, Hospitality and Entertainment Guidelines adopted.

If any Director or Employee requires further clarification on any Anti-Bribery and Anti- Corruption compliance issues, such issues should be highlighted and brought to the attention of the Compliance Officer for review and guidance. Where the Compliance Officer is unable to arrive at a decision, the matter will be escalated to the ARMC and subsequently to the Board for a decision.

6.1       Gifts, Hospitality and Entertainment (“GHE”)

This ABAC Policy does not prohibit GHE, so long as it is reasonable, appropriate, modest and bona fide corporate GHE.

Some examples of acceptable GHE, which are non-exhaustive, are as follows:-

1. token gifts offered in business situations or to all participants and attendees for example, work related seminars, conferences, trade and business events;
2. gifts presented at work-related conferences, seminars and/or business events;
3. gifts given in gratitude for hosting business events, conferences and/or seminars;
4. refreshments or meals during meetings or as participants of work-related conferences and/or seminars; meals for business purposes; and
5. corporate gifts, festive or ceremonial

As a general principle, the Directors and Employees should not receive or give GHE 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 any advantage or benefit. In addition, lavish or unreasonable GHE should not be received or given as such GHE may be interpreted as attempts by the Directors or Employees to obtain or receive any advantage or benefit.

The Directors and Employees should be mindful of giving or receiving GHE as it could be interpreted as a way of improperly influencing the decision making of the recipient. Hence, the intention behind the GHE should always be considered.

6.2       Facilitation Payments to Officer of Public Body¹

Facilitation payments are unofficial payments or other advantages made to secure or expedite the performance of a routine action by an officer of public body. Directors or Employees shall not promise or offer, or agree to give or offer, facilitation payments to an officer of any public body.

However, there could arise circumstances in which the Directors or Employees have no alternative but to make a facilitation payment in order to protect themselves from injury, loss of life or liberty. Any request for facilitation payment under such circumstances should be reported immediately by the Directors to the Compliance Officer, whereas for an Employee, the Employee may report to their superior, Head of Department, the Compliance Officer and the Board.

6.3       Third Parties

All Third Parties should be made aware of this ABAC Policy and the arrangements with them shall be subject to clear contractual terms, including specific provisions requiring them to comply with minimum standards and procedures relating to bribery and corruption.

The Compliance Officer will ensure that this ABAC Policy is brought to the attention and communicated to all Third Parties having any dealings and business relationships with the Group.

6.4       Political Contributions

Subject to any prevailing law that govern political contribution, the Group may make contributions to political parties or candidates. All political contributions of the Group shall be reviewed by the Compliance Officer and shall be approved by any of the Executive Directors of Powertechnic. The records of all political contributions shall be kept by the Group’s Finance Department or Group Accountant.

6.5       Charitable Contribution/Donations

Charitable support and donations are encouraged (including educational sponsorships), whether of in-kind services, knowledge, time, or direct financial contributions. However, Directors and Employees must be careful to ensure that charitable contributions are not used as a scheme to conceal bribery. All charitable donations and sponsorships of the Group shall be reviewed by the Compliance Officer and shall be approved by any of the Executive Directors of Powertechnic. The records of all charitable contributions shall be kept by the Group’s Finance Department or Group Accountant.

A conflict of interest occurs when the personal interest interferes or appears to interfere with the interest of the Group as a whole. Directors and Employees must avoid any conflict of interest with the Group and must not use their positions or knowledge gained directly or indirectly in the course of their duties or employment for private or personal advantage.

Should an actual or potential conflict of interest arise, or may arise, the affected Directors and Employees shall make full disclosure to the Board, where applicable, the nature and extent of such conflict. The affected individuals shall then abstain from making a material decision with respect to any transaction, contract or proposed contract or arrangement in which they are interested, whether directly or indirectly.

As an Employee of or Director of the Group, you must ensure that you read, understand and comply with the information contained within this Policy, and with any training or other anti- bribery and corruption related information given.

All Powertechnic Group’s staff (including the Directors) should comply with the following: –

1. Cannot give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage;
2. Cannot give, promise to give, or offer payment to Third Party to “facilitate” or expedite a procedure;
3. Cannot accept payment from Third Party that you know or suspect is offered with the expectation that it will obtain a business advantage for them;
4. Cannot accept a gift or hospitality from a Third Party if you know or suspect that it is offered or provided with an expectation that a business advantage will be provided in return; and
5. Cannot threaten or retaliate against another Employee who refuses to commit a bribery offence or who has raised concerns under this Policy.

All Employees and Directors are equally responsible for the prevention, detection, and reporting of bribery and other forms of corruption. When an Employee or Director has reasonable grounds to believe there are any instances of malpractice or improper conduct, he/she may report the matter to the following person and in the manner as stipulated in the Group’s whistle blowing policy which is set out in the Group’s website.

Contact persons:

Designation	Name	Email address
Managing Director	Mr Ivan Na Keh Chai	ivan@powertechnic.com.my
ARMC Chairman	Ms Law Lee Yen	lawleeyen@powertechic.com.my

If you refuse to accept or offer a bribe or you report a concern relating to the potential act of bribery and corruption, the Group understands that you may feel worried about potential repercussions. The Group supports anyone who raises concerns in good faith under this Policy, even if the investigation finds that they were mistaken.

The Group will ensure that no one suffers any detrimental treatment as a result of refusing to accept or offer a bribe to other corrupt activities or because they report a concern relating to bribery and corruption in good faith.

If you have reason to believe you’ve been subjected to unjust treatment as a result of a concern or refusal to accept a bribe, you should inform the Board immediately.

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 link ed to corrupt and/or unethical conduct. All accounts, invoices, documents and records relating to dealings with Third Parties, such as clients, suppliers and business contacts, should be prepared and maintained with accuracy and completeness.

Employees and Directors must declare all GHE received or given, and submit details to the Compliance Officer for recording into a register, when the GHE received or given exceed the threshold amount of Ringgit Malaysia Five Hundred (RM500.00). Employees and Directors must also ensure that all expense claims relating to GHE incurred to Third Parties are approved by the Executive Directors / Head of Department and must specifically record the reason for such expenditure.

The Group will comply with all applicable laws, rules and regulations of the governments, commissions and exchanges in jurisdictions within which the Group operates and conducts its business. Directors and Employees are expected to understand and comply with the Malaysian Anti-Corruption Commission Act 2009 (including any amendment thereof).

The Group reserves the right to report any actions or activities suspected of being criminal in nature to the relevant authorities.

Any Employee or Director who knows of, or suspects, a violation of this ABAC 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 procedure of the Whistle Blowing Policy for reporting of the violations of this ABAC Policy are available on Powertechnic’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 ABAC Policy. All reports will be handled and treated with strict confidentiality.

The Board will monitor compliance with this ABAC Policy and review this ABAC Policy at least once every three (3) years or as and when the need arises to ensure that it continues to remain relevant and appropriate.