Anti-bribery & Anti-corruption Policy

ANTI-BRIBERY & ANTI-CORRUPTION POLICY

1. MASTER-PACK GROUP BERHAD’S COMMITMENT

Master-Pack Group Berhad (“MPG”) and its subsidiaries (collectively referred to as the “Group”) is committed to conducting business in an ethical and honest manner, and is committed to implementing and enforcing systems that ensure bribery is prevented. The Group have adopted a zero tolerance for all forms of bribery and corruption activities. The Group is committed to acting professionally, fairly and with integrity in all business dealings and relationships wherever in the country we operate.

2. COVERAGE

This anti-bribery policy applies to all Master-Pack employees (permanent, casual, interns, agents), directors (executive and non-executive) or any third party that have business dealings with MPG group.
Any business dealings our company makes with a third party is subject to contractual terms including provisions that requires the third party to comply with minimum standards and procedures relating to anti-bribery and corruption. Reference to Master-Pack anti-bribery and anti-corruption policy is available publically in the website www.master.net.my. Third party refers to any individual or business entity which Master-Pack meets and works with such as customers, suppliers, consultants, government authorities and regulatory agencies.

3. OBJECTIVE

This Policy sets out MPG Group policies and guidelines on business conduct on both bribery and corruption in two ways (giving or receiving) and shall provide guidance on how to act when subjected to potential acts of bribery and matters of corruption.

4. DEFINITION

The following definition shall apply

Bribery	Bribery is defined as any action which would be considered as an offence of giving or receiving ‘gratification’ under MACCA. In practice, this means offering, giving, receiving or soliciting something of value in an attempt to illicitly influence the decisions or actions of a person a position of trust within the company. ‘Gratification’ is defined in the MACCA to mean the following: 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; Any office; dignity, employment, contract of employment or services, and agreement to give employment or render services in any capacity; Any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part; Any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction or percentage; Any forbearance to demand any money or money’s worth or valuable thing: 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 a disciplinary, civil or criminal nature, whether or not already instituted, and including the exercise or the forbearance form the exercise of any right or any office power or duty; and any offer, undertaking or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (a) to (f) Bribery may be outbound, where someone acting on behalf of the Group attempts to influence the actions of someone external, such as a Government official or client decision-maker. It may also be inbound”, where an external party is attempting to influence someone within the Group such as a decision-maker or someone with access to confidential information. Bribery and corruption are closely related. However, corruption has a wider remit. See ‘Corruption’ definition below.
Business Associate	An external party with whom the organisation has, or plans to establish, some form of business relationship. This may include clients, customers, joint ventures, and joint venture partners, consortium partners, outsourcing providers, contractors, consultants, subcontractors, suppliers, vendors, advisers, agents, distributors, representatives, intermediaries and investors.
Corruption	The Transparency International definition of corruption is ‘the abuse of entrusted power for personal gain. For the purpose of this policy, corruption is defined primarily as any action which would be considered as an offence of giving or receiving ‘gratification’ under the Malaysian Anti-Corruption Commission Act 2009 (MACCA) (Bribery’ as defined above). In addition, corruption may also include acts of extortion, collusion, breach of trust, abuse of power, trading under influence, embezzlement, fraud or money laundering.
Conflict of Interest	When a person’s own interests either influence, have the potential to influence, or are perceived to influence their decision making of the Group
Donations and Sponsorship	Charitable contributions and sponsorship payment made to support the community.
Directors	Directors include all independent and non-independent directors, executive and non-executive directors of the Group and shall also include alternate or substitute directors.
Exposed Position	A staff position identified as vulnerable to bribery through a risk assessment. Such positions may include but is not limited to any role involving procurement or contract management; financial approvals; human resource; relations with government officials or government departments; sales; positions where negotiation with an external party is required; or other positions which the company has identified as vulnerable to bribery
Facilitation Payment	A payment or other provision made personally to an individual in control of a process or decision. It is given to secure or expedite a routine or administrative duty or function
Corporate Gift	Something given from one organisation to another, with the appointed representatives of each organisation giving and accepting the gift. Corporate gifts may also be promotional items given out equally to the general public at events, trade shows and exhibitions as a part of building the company’s brand. The gifts are given transparently and openly, with the implicit or explicit approval of all parties involved. Corporate gifts normally bear the company name and logo and are of nominal value. Examples of corporate gifts include items such as diaries, table calendars, pens, notepads, plaques, and festive gifts such as hampers, oranges and dates.
Hospitality	The considerate care of guests, which may include refreshments, accommodation and entertainment at a restaurant, hotel, club, resort, convention, concert, sporting event or other venue such as Company offices, with or without the personal presence of the host. Provision of travel may also be included as may other services such as provision of guides, attendants and escorts; use of facilities such as a spa, golf course or ski resort with equipment included;
Personal Gift	Something given from one individual to another, with the intention of creating or enhancing a personal relationship. The gifts are given in a private setting, without the knowledge or approval of the company management of one or both parties. Personal gifts may include cash, cash equivalents such as credit cards, bitcoin or savings accounts, electronic items, watches, luxury pens, property, vehicles, free fares, shares, interest free loans, lottery tickets, travel facilities, entertainment, services, club memberships, any forms of discount or commission, jewelleries, decorations, souvenirs, vouchers or any other valuable items.
Employees	All individuals directly contracted to the Group on an employment basis, including permanent and temporary employees and Directors including Independent Directors and alternate Directors.

5. ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

(a) All forms of bribery and corruption are prohibited. The Group upholds a zero tolerance approach. In addition to bribery, employees must not participate in any corrupt activity, such as extortion, collusion, breach of trust, abuse of power, trading under influence, embezzlement, fraud or money laundering.
(b) Bribery may take the form exchange of money, goods, services, property, privilege, employment position or preferential treatment. Employees shall not therefore, whether directly or indirectly, offer, give, receive or solicit any item of value, in the attempt to illicitly influence the decisions or actions of a person in a position of trust within an organisation, either for the intended benefit the Group or the persons involved in the transaction.
(c) This Policy applies equally to its business dealings with commercial (‘private sector’) and government (‘public sector’) entities, and includes interactions with their directors, employees, agents and other appointed representatives at all levels. Even the perception of bribery is to be avoided.
(d) This Policy applies to all countries worldwide, without exception and without regard to regional customs, local practices or competitive conditions.
(e) No Employee will suffer demotion, penalty or other adverse consequences for refusing to pay or receive bribes or other illicit behaviour, even if such refusal may result in the company losing business or experiencing a delay in business operations.
(f) The Group does not offer employment to prospective Employees in return for previous favour/in exchange of improper favour
(g) The Group awards contracts and employee positions purely based on merits. Support letters in all forms shall not be recognised as part of the business decision making process.
(h) The Group shall conduct due diligence on prospective employees who holds or may be holding exposed positions, in the event where a minor bribery or corruption risk has been identified.

6. RECOGNITION OF LOCAL AND INTERNATIONAL LEGISLATION

The Group is committed to conducting its business ethically and in compliance with all applicable laws and regulations, including but not limited to MACCA, Malaysian Penal Code (revised 1977) (and its amendments) and the Companies Act 2016 (Malaysia). These laws prohibit bribery and corruption and mandates that the group establish and maintain accurate books and records as well as internal control measures to prevent corrupt practices.
In case where there is a conflict between mandatory laws and the principles contained in this policy, the law shall prevail.

7. GUIDELINES – CODE OF BUSINESS CONDUCT

In order to have a clearer understanding and to enable those concerns to practice compliance with this policy, Master-Pack shall provide guidelines and procedures in the Master-Pack Code of Business Conduct.

8. BUSINESS ASSOCIATES

(a) As part of the Group’s commitment to combat bribery, the Group expects all Business Associates to refrain from bribery.
(b) If suspicion of bribery and corruption arises in the dealings with any Business Associate, the Group shall seek an alternative provider of the services / goods, where applicable.
(c) The Group expects all Business Associates acting on behalf the Group to adhere Master-Pack Anti-bribery and Anti-corruption Policy, Business Code of Conduct and all other policies which related to them.
(d) If the Group is not satisfied that bribery and corruption prevention has been upheld by the Business Associate or a high potential risk of exposed position is identified, due diligence shall be undertaken with regards to any Business Associate that acts or intend to act on the Group’s behalf. The due diligence may include a search through the relevant database, checking for relationships with public officials, self- declaration and documenting the reasons for choosing one particular business associate over another.
(e) The Group shall endeavour to include standard clauses in all contracts with business associates enabling the Group to terminate any contract in which bribery or corruption has been proven to have occurred or observed as potentially high risk and detrimental to the Group.

9. RESPONSIBILITIES FO EMPLOYEES

All employees are responsible to understand and comply with this Policy and are required to carry out the responsibilities and obligations relating to the Anti-bribery and Anti-corruption including the standards of ethics in the Master-Pack Code of Business Conduct. The following should be observed:-
(a) Be familiar with applicable requirements and directives of the policy and communicate them to subordinates;
(b) Promptly record all transactions and payments accurately and in reasonable detail;
(c) Always raise suspicious transactions to immediate superiors for guidance on next course of action;
(d) If there is a lack of clarity about the required action in any particular situation, please discuss the matter with the Corporate department
(e) Be alert to indications or evidence of possible violations of this policy
(f) Promptly report violations or suspected violations through appropriate channels
(g) Do not misuse their position and use the Master-Pack’s name / reputation for personal advantage.

10. CONFLICT OF INTEREST

Conflicts of interest arise in situations where there is a personal interest that might be considered to interfere with that person’s objectivity when performing duties or exercising judgement on behalf of the Group.
For further information on the conflict of interest, please refer to Article 5 of Master-Pack Business Code of Conduct.
In situations where confronted with such conflict, employees are required to inform Corporate Administrative department.

11. ANTI-BRIBERY AND ANTI-CORRUPTION COMPLIANCE

(a) Risk Working Committee shall have the oversight of the implementation of compliance control related to this policy.
(b) Risk Working Committee shall conduct risk assessments to identify the bribery and corruption risks potentially affecting the Group. Risk Working Committee shall also review the suitability of this Policy from time to time, taking into account relevant developments in the legislature as well as evolving industry and international standards.
(c) The Head Risk Working Committee shall maintain a direct reporting line to the Audit Committee.

12. TRAINING AND AWARENESS

(a) Awareness programme shall be provided through employee communication channels and all heads of department are expected to set the tone and be examples of integrity in daily conduct of company operations.
(b) Training shall be provided to personnel who are newly recruited or appointed to or currently holding an exposed position.
(c) Training and briefing records shall be maintained by the Human Resource department.
(d) Where necessary, business associates acting on behalf of the Group maybe brief on the expectation levels and the Anti-bribery and Anti-corruption Policy of the MPG Group, especially if risk assessment identifies the business associates as posing a more than minor bribery and corruption risk to the group.

13. REPORTING OF POLICY VIOLATIONS

Employees who encounter actual or suspected violations of this Policy are required to report their concerns. Each Employee has a responsibility to ensure that suspected -bribery and corruption incidents are reported promptly. The Group practices an open door policy and encourages all Employees to share concerns and suggestions with superiors and colleagues who are able to address them in an appropriate manner.
If any employee believes reasonably and in good faith that malpractice of bribery or corruption exists in the work place, the employee should report directly to his/her immediate superior. However, if for any reason the employee is reluctant to do so, then the employee should report the concerns to:

• Email /Send letters/ faxes to Group Executive Chairman’s Office or HR Department
• Email / Send letters /faxes to Senior Independent Director

Employees who have raised concerns internally will be informed of who is handling the matter, how they can make contact with them and if there is any further assistance required.

Employees’ identities will not be disclosed without prior consent. Where concerns cannot be resolved without revealing the identity of the employee raising the concern i.e. where the evidence is required in court, a dialogue will be carried out with the employee concerned as to whether and how the matter can be proceed.

Please refer to Whistle Blowing Policy and Whistle Blowing Form to document the actual or suspected violations of this Policy.

14. NON-COMPLIANCE

Audits shall be conducted by either the MPG or the internal auditor to ensure compliance to this policy. Audit findings shall be implemented for improvements.
Non-compliance identified by validation or identified through risk assessment undertaken shall be reported to the Audit Committee accordingly.

15. SANCTIONS FOR NON-COMPLIANCE

(a) The Group regards bribery and corruption as a serious matter. Non-compliance may lead to disciplinary action, up to and including termination of employment. Further legal action may also be taken in the event that the Group’s interests have been harmed as a result of noncompliance.
(b) The Group shall notify the relevant regulatory authority if any identified bribery or corruption incidents have been proven beyond reasonable doubt.
(c) Where notification to the relevant regulatory authorities have been done, the Group shall provide full co-operation to the said regulatory authorities, including further action that such regulatory authority may decide to take against convicted employees.
(d) For business associates, non-compliance may lead to penalties including termination of contract. Further legal action may also be taken in the event that MPG’s interests have been harmed by the results on non-compliance by individuals and organizations.

16. REVIEW

The Anti-bribery and anti-corruption policy shall be reviewed by the Board every three (3) years or as required taking into considerations the needs of the Company and the Group and any changes in the regulations.