Anti-Bribery and Corruption Policy

Bright Nexus (M) Sdn. Bhd. ("Company") are committed to acting professionally, fairly and with integrity in all our business dealings and in our business relationships. The Company adopts a zero-tolerance approach towards all forms of corruption and bribery.

The objective of this Anti-Bribery and Corruption Policy ("Policy") is to establish awareness and controls to ensure compliance with all applicable anti-bribery and corruption regulations provided in Malaysia, and to ascertain that all businesses are conducted in a socially responsible manner.

An internal policy has been established to provide guidance to employees concerning how to deal with improper solicitation, bribery and other corrupt activities and issues that may encounter during the course of business. This Policy is to make clear to any third party about the Company's stance on anti-bribery and corruption matters. These policies and guidelines are designed to avoid situations in which bribery and corrupt practices may occur.

The Company's Policy has incorporated the adequate procedures principles (T.R.U.S.T.) pursuant to Section 17A(5) of the Malaysian Anti-Corruption Commission Act 2009 and the Guidelines on Adequate Procedures issued by the Prime Minister's Department, which are as follows:

• Top Level Commitment (Principle 1, "P1")

  This principle places the overall responsibility of practicing the highest level of integrity and ethics, complying with all applicable laws and regulations on corruption and effectively managing key corruption risks on the company's top management.

• Risk Assessment (Principle 2, "P2")

  This principle recommends the implementation of corruption risk assessment where the company's systems, processes and controls are periodically assessed in order to ascertain and address any corruption risk and weaknesses.

• Undertake Control Measures (Principle 3, "P3")

  This principle encourages the incorporation of appropriate controls and contingency measures which are reasonable and proportionate to the nature and size of the company and ensures that such practices are in place to address any corruption risks arising from any weaknesses in the company's governance framework and procedures.

• Systematic Review, Monitoring and Enforcement (Principle 4, "P4")

  This principle advocates for regular review and audit to be carried out for the purposes of assessing the performance, efficiency and effectiveness of the company's anti-corruption program.

• Training and Communication (Principle 5, "P5")

  This principle emphasizes on the propagation of this policy, relevant codes, policies and regulations through training and other forms of communication.

The Company reserves the right to amend this Policy from time to time as and when it deems necessary.

This Policy is intended to apply to relevant third parties (e.g. vendors, suppliers, customers, contractors, sub-contractors, consultants, agents, representatives, joint venture partners and others who are performing work or services, for and on behalf of the Company (collectively, “Business Partners”)) of the Company and shall be communicated to them at the outset of business relationship and as appropriate thereafter. Whenever there is any non-compliance with this Policy by the Business Partners, the Company reserves the rights to terminate the agreement or arrangement with the Business Partners at any time. Further legal action may also be taken in the event that the Company's interests have been harmed by the results of non-compliance by individuals and organisations.

Corruption generally means the act of soliciting or receiving, or offering or giving any gratification for the purpose of improperly influencing a business decision in relation to a dealing. Forms of gratification includes money, donation, gift, loan, fee, reward, valuable security; any office, dignity, employment, contract of employment or services; any payment, release, discharge or liquidation of any loan; any valuable consideration of any kind, discount, commission, rebate, bonus; any forbearance to demand for any money or money's worth; any other service or favour of any description; and any offer, undertaking or promise of any gratification.

Corruption may be in a variety of forms, including but not limited to bribery, where a person offers or gives, solicits or receives benefits (which may be in the form of corporate hospitality, entertainment or gifts) with the intention or knowledge that the benefit will be used to induce someone to perform a dishonest act; embezzlement, where someone dishonestly appropriates money or other assets with which he has been entrusted with; and abuse of power, where someone abuses a position of trust for the purposes of illicit gain.

All our Business Partners must take note that there are severe consequences of being involved in corrupt activities. In the event any individual is convicted for any corruption offences, he/she can be subjected to punishments under the relevant laws (including but not limited to the Malaysian Anti-Corruption Commission Act 2009 and Penal Code) where imprisonment, fine or both can be imposed against him/her.

Note that where an offence is committed by a commercial organisation, a person who is its director, controller, officer or partner or who is concerned in the management of its affairs, at the time of the commission of the offence, is deemed to have committed the offence unless this presumption can be rebutted.

The Company expects that all third parties acting for or on its behalf to appreciate the Company's values and ethical standards as their actions can implicate the Company legally and tarnish the Company's reputation. All our Business Partners shall subscribe to acceptable standard of integrity in the conduct of their business and observe and comply with this Policy. Business Partners shall raise concerns about improper conduct or wrongful act at the earliest opportunity through the Company's whistleblowing channel specified in Section 8 of this Policy. Whenever there is any non-compliance with this Policy by the Business Partners, the Company reserves the rights to terminate the agreement or arrangement with the Business Partners at any time. Further legal action may also be taken in the event that the Company's interests have been harmed by the results of non-compliance by individuals and organisations.

All members of the Company are prohibited from accepting a gift or giving a gift to a third party if it is made with the intention of influencing a third party or Business Partners to obtain or retain business, to gain 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; or it is given in personal name and not officially in the name of the Company; or it includes cash or a cash equivalent such as gift certificates or vouchers; or it is of an inappropriate type and value and given at an inappropriate time, for example during a tender process; or it is given secretly and not openly.

Receiving and provision of gifts, i.e. modest gifts of a value not more than RM200.00, are permissible only when it is a mere the exchange of business courtesies, as it is a common practice for various legitimate reasons, including complying business etiquette, creating goodwill, establish trust and improve the image of a commercial organization, or better present products or services, provided that the value of the gift, meal or entertainment is appropriate in light of the accepted business practices of the industry, and must be modest, reasonable and infrequent insofar as any individual recipient is concerned particularly is not intended to improperly influence the decisions of the person involved.

Business entertainment and corporate hospitality are recognised as the common and legitimate way to network and build goodwill in business relationships. However, it must be considered whether there is any intention to influence or be perceived to influence the improper outcome of a business decision by providing such illegitimate forms of business entertainment and corporate hospitality. Business entertainment and corporate hospitality would be illegitimate when it provides an advantage to another person if offered; or it is given with the intention of inducing the person to perform a relevant function improperly; or that acceptance of the advantage would in itself be improper performance; or there is any direct or indirect suggestion that a return favour will be expected or implied; or it lavish or excessive or may adversely affect the reputation of the Company; or it is sexually oriented or may otherwise tarnish the reputation of the Company; or it shall be deemed illegal or in breach of local or foreign bribery laws.

Entertainment and corporate hospitality is only acceptable when it is through reasonable and proportionate acts only. All Business Partners must always exercise proper care and judgement when providing any entertainment and corporate hospitality. They must not be carried out with a view to improperly cause undue influence on any party in exchange for some future benefit or result. It is important to give due consideration to avoid appearance of impropriety. Any gift, business entertainment and corporate hospitality received will be declared to the Company and recorded by the Company.

All Business Partners intend to give any sponsorships and donations shall always ensure that it is not used as a trickery for bribery or used to circumvent or avoid any of the provisions of the laws. All charitable contributions should be publicly disclosed and ensure that such contributions are allowed by the applicable laws.

The Company does not allow any facilitation payment and kickbacks to be accepted by any of its personnel or to be made on behalf of the Company. The Company condemns any form of facilitation payments and kickbacks of any nature.

Any purchasing and procurement decisions will made based solely on the best interest of the Company. Suppliers and vendors should be awarded with the Company's business based on objective and transparent assessment criteria such as product or service suitability, price, quality and delivery effectiveness. All purchasing and procurement transaction is recorded with proper documentation and the payment agreed shall commensurate with the quality of the services or products provided.

The Company condemns practices related to money laundering, including dealing in the proceeds of criminal activities. Money laundering is a serious crime and the laws governing this type of crime can have extra territorial effect. The Company condemns, prohibits any of its employee to be involved in and will not work with any Business Partners that are involved in facilitation of money laundering or terrorist financing.

In line with the Company's commitment to prevent corruptive activities, the Company acknowledges the need to conduct an organisation-wide risk assessment for purposes of identifying the risk areas in which the Company may be exposed to the danger of commission of bribery and corruption. The Company performs annual risk assessment exercise to identify and assess risks of bribery and corruption, which may arise within the Company or from external factors. Risk assessment for external parties will be carried out during the on-boarding transaction and thereafter will be performed annually or at least once in every three (3) years.

Based on the outcome of risk assessment, appropriate processes and internal controls that are sanctioned by the Company's senior management will be established to mitigate the specific corruption risks that the company may be exposed to. The Company will also reasonably co-operate with our Business Partners to carry out their risk assessment exercise as well.

All documents, processes and systems shall be subject to audit to ensure compliance with this Policy. Furthermore, in order to ensure that the Company's anti-corruption compliance programme is up-to-date and relevant to existing laws and regulations, this Policy will be audited to ensure that the controls and measures put in place by the Company to prevent corruption and to operate in an ethical manner are still relevant.

Any person who witnesses a breach or suspect a violation of this Policy or any applicable legislation in relation to anti-bribery and corruption shall immediately report to whistleblowing@brightnexus.com

We do not retaliate or permit retaliation against anyone who makes a report or disclose in good faith, belief, without malicious intent, about an actual or possible misconduct or violation that may have occurred or is about to occur. However, anyone who makes any malicious, scandalous or vexatious report and particularly those who persist with untrue allegations will be subjected to any actions (including legal action) which the Company may pursue.