1.0     FOREWORD

The Malaysian Anti-Corruption Commission Act 2009 (“MACC Act” or the “Act”) which came into effect on 1 January 2009 was aimed as a catalyst to improve corruption prevention in Malaysia and it led to the official establishment of the Malaysian Anti-Corruption Commission (“MACC”) as an independent, transparent and professional body. In 2018, MACC (Amendment) Act 2018 have been gazetted and came into effect on 1 October 2018, except for Section 4 Provision on Corporate Liability. In a trice, the provision on corporate liability (commercial organisation’s criminal liability) was introduced in Section 17A of the Act. The MACC has then stated that the corporate liability provision of the MACC Act will be in force as of 1 June 2020. Red Ideas Holdings Berhad and its subsidiaries (“Red Ideas” or the “Group”) firmly believe that maintaining a workplace culture with strong ethics and integrity is part of a competent governance framework and is fundamental to good organisational performance toward creating a business environment that is fair, transparent and free from bribery and corruption. The nature of the Group’s business requires its employees to engage in business with a wide range of parties, both internal and external. In line with this, the Group has developed its Anti-Bribery and Anti-Corruption Policy (“ABAC Policy”) whereby all members of the Board of Directors, employees and related parties must uphold the highest standard of integrity and accountability in discharging their duties and to ensure that all activities, offer or services are conducted in compliance with this ABAC Policy and all other applicable legal and regulatory requirement on anti-bribery and anti-corruption. Pursuant to the Guidelines on Adequate Procedures (“GAP”) issued by the Government under Section 17A (5) of the MACC Act, the GAP are designed to be principle-based (T.R.U.S.T) and for general application by any commercial organisation of any size and industry. The Group’s ABAC Policy has been designed to provide the Group with a framework to establish the necessary measures to prevent the occurrence of corrupt practices in relation to our business activities. This ABAC Policy is not intended to provide definite answers to all questions regarding bribery and corruption, rather, it is intended to provide employees with a basic introduction to how Red Ideas’ combats bribery and corruption in furtherance of the Group’s commitment to lawful and ethical behaviour at all times.

“ALWAYS ASK WHENEVER IN DOUBT”

2.0     DEFINITION

The following definitions are included in this ABAC Policy.

a) Board
Include all independent and non-independent directors, executive and non-executive directors of the Group.

b) Bribery
Bribery is defined as any action which would be considered as an offence of giving or receiving ‘gratification’ under the MACC Act. 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 an organisation.

c) Business Associate / Business Partner
An external party with which any the company within the Group has, or plans to establish some form of business arrangement. This primarily include counterparties and business partners ie. clients, customers, joint ventures, joint venture partners, consortium partners, outsourcing providers, contractors, consultants, suppliers, vendors, advisers, agents, distributors and investors.

d) Corruption
Any action which would be considered as an offence or giving or receiving ‘gratification’ under the MACC Act.

e) Conflict of Interest
When a person’s own interest either influence, have the potential to influence or are perceived to influence the decision making of the Group.

f) Disciplinary Offence
Any action or omission which constitutes a breach of discipline in the Group as provided by law or the Group’s code of conduct, code of ethics, policies and/or contract of employment, as the case maybe.

g) Employees
All individuals directly contracted to the Group on an employment basis, including permanent and temporary employees and directors.

h) Gratification
Is defined in the MACC Act to mean the following:

(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 of 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 proceeding of a 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, undertaking or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (a) to (f).

Bribery and corruption are closely related however, corruption has a wider remit.

i) Whistleblower
Any person who makes a disclosure of improper conduct in accordance with the Group’s Whistleblower Policy.

3.0     OBJECTIVES

The objectives of this ABAC Policy are to:

a) implement an Anti-Bribery and Anti-Corruption management for the Group;

b) determine and provide the resources needed to establish, implement, maintain and ensure continuous improvement of the Anti-Bribery and Anti-Corruption management;

c) enhance the current controls of the Group’s bribery and corruption risks;

d) eliminate any form of bribery and corruption within the Group;

e) to provide a defence against corporate liability as introduced by the MACC Act.

4.0     ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

The Group is committed to conduct business ethically and in full compliance with all applicable laws and regulations and all forms of bribery and corruption are prohibited as the Group upholds a zero tolerance approach. In addition to bribery, employees shall not participate in any corrupt activity such as extortion, collusion, breach of trust, abuse of power, embezzlement or fraud.

Bribery may take the form of 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.

This ABAC Policy applies to all counties worldwide and equally to its business dealings with commercial and government entities, and includes interactions with their directors, employees and other appointed representatives at all levels. Take note that even the perception of bribery is to be avoided!

The Group recognises the value of integrity in its employees and directors. 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 organisation losing business or experiencing a delay in its operation.

Further, the Group does not offer employment to prospective employees in return for favour and/or in exchange of improper favour and the Group awards contract and employee positions purely based on merits.

5.0     CONFLICT OF INTEREST

The Group conducts its business according to the principle that it must manage conflicts of interest fairly. The Group’s policy is to take all reasonable steps to maintain and operate effective organisational and administrative arrangements to identify and manage relevant conflicts.

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. Employees should avoid or deal appropriately with situations in which personal interest could conflict obligations or duties. Employees should exercise caution in their personal relationships with clients, customers, suppliers, competitors or businesses introduced or affiliated with a client, customer or supplier. Employees must not use their position, official working hours, Group resources and assets for personal gain or to the Group’s disadvantage.

If a conflict of interest arises between the employees and a third party, the employees or the relevant department head should be made aware of the conflict, and where appropriate, inform the top management. Should a conflict of interest arise, it must be managed promptly and fairly.

6.0     GIFTS AND ENTERTAINMENT

Care should be exercised in the giving and receiving of business-related gifts and/or entertainment from clients, customers, business partners and/or third party suppliers. The act of giving or receiving these gifts must not carry any intention or obligation or expectation of favours and/or to influence business decisions. Employees must comply with all applicable policies, procedures, laws and regulations related to the use of the gifts and/or entertainment.

Accepting any gift of more than nominal value or entertainment that is more than a routine social amenity can appear to be an attempt to influence the recipient into favouring a particular client, customer, supplier or vendor. The acceptance of gifts under inappropriate circumstances may also amount to bribery and/or criminal act. Accepting gifts may be crime under the MACC Act which provides that a person shall be guilty of an offence if he/she corruptly receives or gives a gratification, whether in the form or cash, employment, business opportunities, favours or otherwise, as an inducement or reward to a person to do or not to do any act.

6.0A GIFTS

Employees are prohibited from receiving and/or offering any gifts of cash or cash equivalent, including but not limited to gift certificates, vouchers, coupons, discounts, commission, credit card charges payment and loans, whether directly or indirectly, to obtain a business or business advantage of any kind.

Corporate gifts, festive or ceremonial gifts may be received from or given to third parties provided the conditions as stipulated below are complied with, where applicable:

a) Gifts valued at Ringgit Malaysia Three Hundred (RM300.00) and above, regardless an individual item or accumulated in value, are expected to be declared.

b) Where circumstances make it impossible, difficult or impractical to reject gift or where the rejection of the gift may affect the relationship with the clients, customers or business associates (other than cash or cash equivalent) or rejecting them is deemed as offensive given the local custom, employees may accept the gift(s). If accepted, it is deemed to have been accepted on behalf of the organisation and become the property of the organisation. The use of the gift is to be determined by the Human Resource department.

c) Consumables like food gifts and hampers at nominal value will not need to be declared but instead be shared within the organisation’s employees.

6.0B ENTERTAINMENT

For business entertainment, the Group recognises that occasional receiving of appropriate and reasonable entertainment provided by third parties in the normal course of business may be a generally accepted way to network and build business relationships. Employees are nevertheless reminded to exercise due care and judgment when receiving and/or offering entertainment. As a guide, business meals are acceptable and the following need not be declared.

a) Annual/Gala dinner or cocktail events which are also attended by employees or other companies or organisations.

b) Working lunches and other meals including those following or preceding official meetings.

c) Invitations to official opening ceremonies or seminars.

However, business entertainment that might compromise the employees’ ability to or appear to hinder his/her duties in a professional matter should not be accepted such as overseas trip in the form of paid holidays or holiday incentives and/or inappropriate entertainment. If employees are in doubt as to whether the business entertainment might create the appearance of any conflict or impropriety, do refer to the Human Resource or to the department head. Business entertainment valued at Ringgit Malaysia Three Hundred (RM300.00) and above is expected to be declared.

Even in the above exceptional circumstances, employees and directors are expected to exercise proper judgment in handling gift and/or entertainment activities:

i. Conscientiously maintain the highest degree of integrity;

ii. Always exercise proper care and judgment;

iii. Avoid conflicts of interest;

iv. Refrain from taking advantage of your position or exercising your authority to further your own personal interest at the expense of the Group; and

v. Comply with applicable laws, regulations and the Group’s policies and procedures.

Procedure

Gifts and business entertainment valued at Ringgit Malaysia RM300.00 and above (individually or in total value) are expected to be declared. Employees are required to declare and fill in the Gifts and Entertainment Form. The Gifts and Entertainment Form is to be endorsed by the department head. The form and the gift are to be submitted to the Human Resource department. The form is to be kept and filed by Human Resource department. The Gifts and Entertainment Form can be found in the intranet.

7.0     DONATIONS AND SPONSORSHIPS

The Group is permitted to provide donation or sponsorship provided that such contribution is allowed by applicable laws; obtain all necessary authorisation (where required); be made to well established entities having an adequate organisational structure to guarantee proper administration of the funds; and not to be used as a means to cover up an illegal payment or bribery. The Group must ensure that such contribution is recorded in the Group’s books and/or records properly.

In respect of political contributions, funds or resources of the Group must not be used to make any direct or indirect political contributions on behalf of the Group without approval from the Board. Any appearance of making such contributions or expenditure to any political party, candidate or campaign, must also be avoided.

Examples of red flags to look out for are as follows:

i. The proposed recipient or organisation has affiliations with a public official or their relatives are involved;

ii. The contribution is made on behalf of a public official;

iii. There is a risk of a perceived improper advantage for the Group. The Group requires employees to use good judgment and common sense in assessing the requests. When in doubt, employees should seek further advise from Legal department and/or Human Resource department.

8.0       BUSINESS REWARDS, REBATES, COMMISSIONS OR OTHER INCENTIVES

The Board understands that doing business or establishing new business opportunity may involve the use of various promotional and marketing tools such as business rewards, rebates, discounts or other incentives. That said, certain business rewards or incentives may be of questionable nature or may constitute a bribe formulated with the intention to obtain or retain an undue business advantage.

The Group does not provide business rewards, rebates, commissions or other incentives which are questionable in nature or are contradictory with anti-bribery laws and regulations. Business-related incentives must fulfil the followings:

i. formally documented as part of the business incentives program or contract; and

ii. applicable to all or its applicability is based on business-parameter (ie. applicable to all customers/clients or applicable to customers/client exceeding certain subscriptions amount).

9.0       FACILITATION PAYMENTS

Facilitation payments shall have the definition consistent with that provided by Transparency International which is, a small bribe, also called a ‘facilitating’, ‘speed’ or ‘grease’ payment, made to secure or expedite the performance by a person performing a routine or administrative duty or function. Offering, promising or requesting facilitation payments is just as prohibited as actually paying or receiving facilitation payments. Facilitation payments need not involve cash or other financial asset, it can be any sort of advantage with the intention to influence them in their duties.

The Group adopts a strict stance that disallows facilitation payments or other provision made personally to an individual in control or a process or decision. Employees are expected to notify their immediate superior or department head when encountered with any requests for a facilitation payment. In addition, if a payment has been made and employees are unsure of the nature, their immediate superior or department head must be immediately notified and consulted. Employees must also ensure that the payment has been recorded transparently.

However, the Group equally uphold the safety of all employees as priority. In the event that an employee’s safety is at stake, a facilitation payment to protect the employee is permitted if:

i. that is the immediate available recourse to protect the safety of the employee; and

ii. the top management’s approval has been obtained; or, payment under the state of emergency had been undertaken, after which the top management’s approval must be retrospectively obtained as soon as possible.

10.0       FINANCIAL CONTROLS

All the transactions and disbursement of monies are required to follow appropriate delineation process and approval matrix. The organisation’s internal operational manual illustrated clear responsibilities and approval matrix of authorised officer in the Group to approve its purchase or payment or other expenditure.

11.0       BUSINESS ASSOCIATE / BUSINESS PARTNER

As part of the Group’s commitment to combat bribery, the Group expects all Business Associates / Business Partners to refrain from bribery. If suspicion of bribery and corruption arises in the dealings with any Business Associate / Business Partner, the Group shall seek an alternative provider of the services and/or goods.

The Group expects all Business Associates / Business Partners acting on behalf to share the Group’s values and ethical standards as their actions can implicate the Group legally and tarnish the Group’s reputation. Therefore, the Group expects all Business Associates / Business Partners to contractually agree to refrain from bribery and corruption. If the Group is not satisfied that bribery and corruption prevention has been upheld, the Group is obligated to conduct appropriate counterparty due diligence to understand the business and background of the prospective Business Associate / Business Partner before entering into any arrangement to ensure that the Group is dealing with counterparties that adhere to acceptable standard of integrity in the conduct of their business. The extent of the due diligence should be risk-based and shall include a bribery risk assessment. Due diligence may include a search through relevant databases, checking for relationships with public officials, and documenting the reasons for choosing one particular Business Associate / Business Partner over another.

12.0       RESPONSIBILITIES OF EMPLOYEES

Employees are responsible for understanding and complying with this ABAC Policy. In particular, the role of all employees includes the following:

a) Be familiar with applicable requirements and directives of this ABAC Policy;

b) Promptly record all transactions and payments accurately and in reasonable detail;

c) Always raise suspicious transactions to immediate superiors or department head for guidance on next course of action;

d) Promptly report violations or suspected violations through appropriate channels.

13.0       ANTI-BRIBERY AND ANTI-CORRUPTION COMPLIANCE

Top management shall:

a) have the oversight of the implementation of compliance controls related to this ABAC Policy;

b) conduct regular risk assessments to identify the bribery and corruption risks potentially affecting the Group;

c) review the suitability of this ABAC Policy from time to time, taking into account relevant developments in the legislature as well as evolving industry and international standards;

d) be the independent authority to act effectively against bribery, including initiating investigations deemed necessary based on reasonable cause for suspicion;

e) ensure that the results of any audit, reviews of risk assessment, control measures and performance are reported to all top-level management, including the Board, and acted upon;

f) maintain a direct reporting line to the Board;

g) ensure all employees aware and familiar with the ABAC Policy and the consequences of non-compliance.

14.0       NON-COMPLIANCE

Group Compliance & Integrity shall conduct regular validation to ensure compliance to this ABAC Policy. Such validation exercise may be conducted either independently by the Group Compliance & Integrity and/or conducted by external consultants. Any non-compliance identified by the validation or identified through other risk assessments undertaken shall be reported to the Board.

15.0       CONSEQUENCES / SANCTIONS FOR NON-COMPLIANCE

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 non-compliance. The Group shall notify the relevant regulatory authority if any identified bribery or corruption incidents have been proven beyond reasonable doubt. Where notification to the relevant regulatory authorities have been done, the Group shall provide full cooperation to the said regulatory authorities, including further action that such regulatory authority may decide to take against convicted employees.

16.0       AWARENESS AND TRAINING

This ABAC Policy aims to safeguard the Group core values by informing employees of the obligations, duties and commitments within their roles, the risks of corruption in their work and any changing circumstances which may be relevant to the employees. The Group will conduct awareness programmes for all employees to refresh awareness of anti-bribery and anti-corruption measures, and to continuously promulgate integrity and ethics.

Every employee within the Group is expected to understand and comply with the Group’s policies and standards. Employees are responsible to ensure that their personal and business conduct demonstrates honesty, integrity, leadership, professionalism, loyalty, responsibility and trustworthiness towards fellow employees, clients, customers, Business Associates / Business Partners, authorities and the public.

17.0       WHISTLEBLOWING POLICY AND REPORTING OF POLICY VIOLATIONS

The Group Whistleblowing Policy is created to encourage employees to raise concerns, in confidence, about any actual or perceived bribery or corruption while being protected from reprisals or victimisation for whistleblowing in good faith. Employees who encounter actual or suspected violations of this ABAC 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.

The key objectives of the Whistleblowing Policy are to:

a) Deter wrongdoing and to promote standards of good corporate practices;

b) Provide proper avenues for employees to raise concerns about actual or perceived bribery and corruption incidents and receive feedback on any action taken;

c) Give employees the assurance that they will be protected from reprisals or victimisation for whistleblowing in good faith.

A whistleblower may report on any actual or perceived bribery or corruption incidents or inadequacies via the secured reporting channels below:

Attention             :     Integrity & Governance Unit
Email                    :    integrity@jagaapp.com
Mailing Address   :    Red Ideas Holdings Berhad
                                  Unit 606, Block G, Pusat Dagangan Phileo Damansara 1,
                                  Jalan 16/11, Seksyen 16,
                                  46350 Petaling Jaya,
                                  Selangor Darul Ehsan,
                                  Malaysia.

Reports made in good faith, either anonymously or otherwise, shall be addressed in a timely manner and without incurring fear of reprisal regardless of the outcome of any investigation.

Further details on the Group’s Whistleblowing Policy will be made available in our intranet.

18.0       MANAGING AND CONTINUOUS IMPROVEMENT

The Group is committed to continually improving its policies and procedures relating to anti-bribery and anti-corruption. The Group may therefore endeavour to develop further integrity measures and enhance this ABAC Policy.

This ABAC Policy may be reviewed periodically and may be amended from time-to-time.

19.0       FURTHER CLARIFICATIONS

Should the employees require further clarification with regards to this ABAC Policy, depending on the subject concerned, employees should consult Human Resource department or Legal department of the Group.