PURPOSE, OBJECTIVE & SCOPE

This Policy represents WCEHB’s commitment to conducting business in an ethical manner, and shall apply to all Employees, Directors, and Business Associates. This Policy has been implemented to:

1. • affirm WCEHB’s stance against Bribery and Corruption;
   • capture the duties, roles and responsibilities of Employees, Directors and Business Associates in detecting, preventing and reporting actual, suspected or attempted Bribery and Corruption; and
   • fulfil in part, the adequate procedure requirement of section 17A of the Malaysian Anti-Corruption Commission Act.

This Policy should be read together with WCEHB’s other codes, processes, procedures and policies, including the Code of Ethics and Conduct, and the Whistleblowing Policy.

DEFINITIONS

Board of Directors : the Board of Directors of WCEHB.

Bribery : the offering, promising, giving, accepting or soliciting of an undue advantage of any value (whereby the advantage could be financial or non-financial), directly or indirectly, and irrespective of location(s), in violation of applicable law, as an inducement or reward for a person acting or refraining from acting in relation to the performance of that person’s duties.

Business Associates : an external party with whom WCEHB has, or plans to establish some form of business relationship, and can include vendors, suppliers, contractors, agents, consultants, joint venture, joint venture partners, distributors, outsourcing providers, sub-contractors, advisors, representatives, intermediaries and investors of WCEHB and where relevant, clients or customers of WCEHB.

Compliance Function : the Quality Management Representative (QMR) and the Company Secretary shall be the liaison persons for matters relating to Bribery and Corruption in WCEHB.

Conflict of Interest : where business, financial, family, political or personal interests could interfere with the judgment of persons in carrying out their duties for WCEHB, leading to the interests of WCEHB being undermined or WCEHB being put at a disadvantage.

Corruption : is where a party obtains, attempts to obtain a personal benefit or a business advantage though improper or illegal means. Corruption can be classified as grand, petty and political, depending on the amounts of money lost and the sector where it occurs. Corruption can include Bribery, extortion or kickbacks.

Directors : members of any of the Board of Directors of WCEHB.

Employees : the employees of WCEHB, whether permanent, temporary or on contract, and shall include interns, apprentices, or trainees.

Facilitation Payment : an illegal or unofficial payment made in return or services that the payer is legally entitled to receive without making such payment.

GEHT : refers to gifts, entertainment, hospitality, travel or other benefits.

Policy : means This Anti-Bribery and Corruption Policy.

Public Official : is a person holding a legislative, administrative or judicial office, whether by appointment, election or succession, or any person exercising a public function, including for a public agency or public enterprise or any official or agent of a public domestic or international organisation, or any candidate for a public office.

WCEHB : means WCE Holdings Berhad and its subsidiaries.

ANTI-BRIBERY & CORRUPTION STATEMENT

WCEHB has a zero tolerance stance to Bribery or Corruption. All Employees, Directors and Business Associates of WCEHB are prohibited from soliciting, receiving, procuring, offering, or giving bribes in any form whatsoever, and are required to adhere to the laws of Malaysia and any country that they conduct business in.

Employees, Directors or Business Associates who are found to be in breach of any applicable laws dealing with Bribery and Corruption, this Policy, or WCEHB’s other policies that directly or indirectly deal with Bribery and Corruption may be subject to:

• • Disciplinary action including dismissal of employment for Employees; or
  • The termination of a business relationship for Business Associates.

CONFLICT OF INTEREST

In line with the Conflict of Interest statement in the Code of Ethics and Conduct, Employees, Directors and Business Associates are expected to act with WCEHB’s best interest in mind rather than their own interest or the interest of third parties. Employees, Directors and Business Associates are required to avoid any actual or perceived Conflict of Interest. Where this is not possible, Employees and Directors are to declare the Conflict of Interest to the Company Secretary as and when they arise.

GIFTS, ENTERTAINMENT, HOSPITALITY, TRAVEL & OTHER BENEFITS(“GEHT”)

Any GEHT must adhere to the Personal Gifting section of the Code of Ethics and Conduct. Care must be taken to ensure that no GEHT is given or received, including to or by Family Members that will or will appear to influence objective and fair business decisions. GEHT that can appear to influence business decisions are often those that are lavish in nature or beyond usual business courtesies.

DONATIONS & SPONSORSHIPS

Donations and sponsorships by WCEHB to any internal or external party, including for any corporate social responsibility or scholarship are only permitted in line with WCEHB’s policies and procedures as set by the Human Resource and Administration Department and financial controls.

When WCEHB gives any donations or sponsorships, the following best practices should be adhered to:

• • There should be a genuine purpose and justification for a donation or sponsorship.
  • Approval from the Chief Executive Officer must be obtained before a donation or sponsorship can be granted.
  • Checks should be conducted to ensure that there is no actual or apparent Conflict of Interest in the process of giving a donation or sponsorship;
  • Due diligence must be conducted before a donation or sponsorship is granted to ensure that it is not an indirect form of Bribery or Corruption. Among the checks that should be conducted are on the identity and reputation of the recipient, the legality of the initiative and the track record of the institution in managing funds.
  • Verification must be conducted to ensure that contributions are allowed by the relevant laws prior to any donation being made.
  • All donations and sponsorships should be reflected in WCEHB’s financial records.

Even after a donation or sponsorship has been made, checks and periodic monitoring should be conducted to ensure that it has been properly used for the intended purpose. Any issues of concern should be recorded and escalated immediately to the Compliance Function for their further action.

Contributions to Public Officials or political parties in WCEHB’s name is strictly prohibited.

FACILITATION PAYMENTS

Facilitation Payments are not permitted by WCEHB within Malaysia or outside of Malaysia, even if it is the norm in another jurisdiction. There are very limited exceptions to this rule that will be considered and accepted by WCEHB. Exceptions to the rule may be granted where Facilitation Payment has been made to protect a life, a person’s health, safety or liberty, provided that such payment is immediately be reported to the Compliance Function.

EXTERNAL PARTIES

Dealings with any external party such as governmental or regulatory authorities or Business Associates must be transparent and free from any undue influence. Any procurement, selection or dealings with Business Associates must be in compliance with WCEHB’s policies and procedures. Business Associates, transactions and projects should be periodically monitored by the respective business functions in WCEHB for Bribery and Corruption.

To assist with ensuring WCEHB’s compliance with its anti-bribery and corruption obligations, Business Associates are expected to cooperate with WCEHB. Business Associates are required to:

• • Read, understand and comply with WCEHB’s policies and procedures relating to anti-bribery and corruption including but not limited to the provision and receipt of GEHT;
  • Immediately declare any actual or potential Conflict of Interest in their dealings with WCEHB;
  • Conduct themselves in a manner that embodies WCEHB’s anti-bribery and corruption values and standards when representing or acting on behalf of WCEHB;
  • Comply with all applicable laws within and outside of Malaysia relating to Bribery and Corruption;
  • Escalate and immediately disclose any actual, attempted or suspected contraventions of WCEHB’s anti-bribery and corruption controls;
  • Design and build internal safeguards and controls to manage and prevent Bribery and Corruption including having an anti-bribery policy and whistleblowing policy; and
  • Communicate WCEHB’s anti-bribery and corruption requirements to their employees and representatives.

Business Associates may be subject to inspections, audits and risk assessments and due diligence by WCEHB, which shall include assessments on transactions and projects before a formal agreement is signed, or formal arrangement is established. Business Associates are required to cooperate with any such inspections, audits or assessment by WCEHB or a party appointed by WCEHB.

EMPLOYMENT & RECRUITMENT

In managing existing Employees, the Human Resource Department shall ensure that:

• • any salaries, bonuses, incentives or benefits are decided in a fair, transparent and independent manner;
  • due diligence is conducted before Employees are promoted or transferred to ensure that there is no impropriety; and
  • any contraventions of the law, policies, procedures or terms of employment are dealt with transparently.

Recruitment must be conducted in accordance with WCEHB’s policies, internal processes and procedures relating to recruitment, including ensuring:
background checks are conducted on candidates that they are the most qualified and suitable for the role and have not been involved in any form of Bribery or Corruption;
independence is maintained in the recruitment process, whereby any Conflict of Interest present in the recruitment process is declared and resolved beforehand; and
any potential Conflict of Interest or issues in the recruitment of a new Employee is declared, resolved and/or addressed before the person is employed.

PROCUREMENT

Procurement shall be conducted in accordance with WCEHB’s internal processes and procedures relating to procurement. As part of WCEHB’s controls, the following general principles should be adhered to:

• •  Due diligence should be conducted before a business relationship is formed to ensure that the most suitable Business Associate is selected, and there are no convictions or allegations of Bribery or Corruption against the candidate;
  •  Verification and periodic monitoring should be conducted on Employees in the procurement function; and
  • The procurement process should be conducted in an efficient, transparent, non-biased manner, whereby any persons with a Conflict of Interest should be removed from the selection process.

FINANCIAL & NON-FINANCIAL CONTROLS

There are both financial controls and non-financial controls in place to detect and prevent Bribery and Corruption from occurring. These controls shall be overseen by the relevant departments or business functions of WCEHB.

The Finance Department plays gatekeeping role for any outgoing payments, and exercises diligence in ensuring that no improper payments are made or authorised in WCEHB’s name. The Finance Department should be mindful of the following:

• • Whether approvals have been obtained to authorise a payment
  • Whether the appropriate limits of authority of approval for expenditure has been obtained;
  • The requirement for multiple signatories for transactions certain transactions;
  • The separation of duties and approval powers, whereby the transaction or payment was approved by an independent approving authority;
  • The frequency of the payment, whereby more frequent payments to the same party will require more scrutiny;
  • Transactions that are above the spending or reimbursement limit of an employee;
  • Appropriate documentation showing proof of the transaction, such as Purchase Orders, invoices, or agreements;
  • The appropriateness of the spending or reimbursement.

WHISTLEBLOWING POLICY

WCEHB has a Reporting Policy, available at www.wcehb.com.my. Reports received shall be adequately addressed and investigated to the extent possible with the information at hand. Good faith reporting of any actual, suspected or anticipated instances of Bribery or Corruption that involves WCEHB any breach of or weakness in WCEHB’s anti-bribery and corruption controls is strongly encouraged.

TRAINING & COMMUNICATION OF POLICIES

WCEHB will conduct periodic training regarding its policies for its Employees and Directors. WCEHB’s anti-bribery and corruption policies are accessible at www.wcehb.com.my, and will be communicated to all Employees, Directors and Business Associates periodically.

MAINTAINING PROPER RECORDS

WCEHB requires accurate, timely and reliable records to be maintained in order for WCEHB to meet its anti-bribery and corruption obligations. Documents in WCEHB shall be maintained by the department involved in the business function relating to the document, in accordance with procedures set by the individual Head of the Department to ensure that records are kept in a secure, accurate and accessible manner. Certain documents that are confidential in nature such as whistleblowing reports should be kept in a secure location accessible only on a “need to know” basis.

CONTINUOUS IMPROVEMENT & REVIEW

Each department involved in WCEHB has the responsibility to continuously review and monitor and propose improvements to policies and procedures that are managed by their department.

The Board of Directors shall periodically review the policies and procedures directly relating to Bribery and Corruption to ensure they are up to date with the laws of Malaysia, effective, and relevant to WCEHB’s practices at least once every 3 years.

WCEHB encourages feedback regarding improvements to this Policy and its anti-bribery and corruption controls, policies and procedures. Any suggestions for improvement can be channelled to the Compliance Function.