Teo Guan Lee Corporation Berhad

Anti-bribery And Corruption Policy
1. Introduction
Teo Guan Lee Corporation Berhad (“TGL Corp”) and its subsidiaries (collectively referred to as the Group”) conduct its business in a legal and ethical manner. The Group requires all employees and Directors of the Group to be committed to actingprofessionally and with integrity in their business dealings.

This policy is issued pursuant to subsection (5) of Section 17A of the Malaysian Anti Corruption Act 2009. The Group will take reasonable and appropriate measures to ensure that its businesses do not participate in corrupt activities for its advantages or benefit. This Anti-Bribery and Corruption Policy (“Policy”) sets out the parameters to 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 Conduct of the Group.
2. Objective of the Policy
2.1 This Policy sets out the framework for the disclosure of any acts of receiving or giving gratification.
2.2 The Policy aims to:
a) Promote standards of good corporate practices.
b) Provide a safe and confidential avenue for employees of the Group (hereinafter referred to as the Employee or the Employees) and members of the public to disclose any Bribery.
c) Reassure the Whistleblower that they will be protected from reprisals for the disclosure of any Bribery made in GOOD FAITH and with SOUND JUDGEMENT to avoid baseless allegations.
d) 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 their course of the duties.

3. Bribery and Corruption
Bribery is defined as the act of giving, agree to giving, promising or offering, receiving any forms of gratification whether directly or indirectly for the benefit of the employee, employee’s family or the Group.

Corruption is the abuse of entrusted power for private gain.

Gratification means:-
a)money, donation, gift, loan, fee, reward, valuable security, property or interest in property being property of any description whether movable or immovable, financial benefit, or any other similar advantage;
b) any office, dignity, employment, contract or employment or services, and agreement to give employment or render services in any capacity;
c) any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part;
d) any valuable consideration of any kind, any discount, commission, rebate, bonus deduction or percentage
e) any forbearance to demand any money or money’s worth or valuable thing;
f) any other service or favour of any description, including protection from any penalty or disability incurred or apprehended or from any action or proceedings of
any disciplinary, civil or criminal nature, whether or not already instituted, and including the exercise or the forbearance from the exercise of any right or any official power or duty; and
g) any offer, undetaking or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceeding paragraphs (a) to (f)

If in doubt, please escalate the matter to your immediate supervisor or consult the Group’s HR Department. 

4.Gifts and Hospitality
This Policy does not prohibit normal business hospitality, so long as it is reasonable, appropriate, modest and bona fide corporate hospitality.
Some examples of acceptable gifts and/or benefits are as follows:-
(a)token gifts offered in business situations or work related conferences or to all participants and attendees, for examples, work related seminar, conferences, trade and business events;
(b) refreshments or meals during meetings or as participants of work-related conferences and/or seminars; and
(c) meals for business purposes.

As a general principle, the Directors and Employees should not accept or give a gift 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 favours or benefits. In addition, lavish or unreasonable gifts or hospitality should not be accepted as such gifts or hospitality may be perceived or interpreted as attempts by the Directors or Employees to obtain or receive favourable business treatment for personal benefits.

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

5. Facilitation Payments to Officer of Public Body
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 to the Executive Director or Managing Director.

6.Third Parties and Agencies
All third parties, including agents, suppliers and external stakeholders in business dealings with the Group should be made aware of this 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.

7.Charitable Contribution
In line with our sustainability efforts, charitable support and donations are acceptable, 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. No donation can be offered or made without the prior approval of the Group Managing Director. The records of
all charitable contributions shall be kept by the Group Human Resource Department.

8.Record Keeping
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 will serve as evidence that such payments were bona fide, and not linked 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 must declare all hospitality or gifts accepted or offered, and submit details to the person in –charge who is assigned by the Group Human Resource Department for recording into a register which will be subject to the Management’s review, if needed.

9. Compliance to the Law
The Group will comply with all applicable laws, rules and regulations of the governments, commissions and exchanges in jurisdictions within which the Group operates. Directors and Employees are expected to understand and comply with the
Malaysian Anti-Corruption Commission Act 2009(including any amendment there of) and Whistleblower Protection Act 2010. The Group reserves the right to report any actions or activities suspected of being criminal in nature to the police or other
relevant authorities.

10.Reporting of Violations of the Policy
Any Employee who knows of, or suspects, a violation of the 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 the Policy are available on the TGL Corp’s website www.tglcorp.com.my . No individual will be discriminated against or suffer any sort of manner of retaliation for raising genuine concerns or reporting in good faith on violations or suspected violations of the Policy. All reports will be
treated confidentiality.

The whistle blower will be protected from any reprisals as a direct consequence of the disclosure of bribery eg. victimization, disciplinary measure, termination of employment etc.

11.Review of the Policy
The Board will monitor compliance with the Policy and review the Policy regularly to ensure that it continues to remain relevant and appropriate.

This Policy was reviewed and approved by Board on 29 May 2020.