ANTI-BRIBERY AND CORRUPTION POLICY

INTRODUCTION AND PURPOSE

RAFFLES K12 SDN. BHD. (Company Registration No. 921415-W), RAFFLES COLLEGE OF HIGHER EDUCATION SDN. BHD. (Company Registration No. 236929-K), EVERGREEN PLUS SDN. BHD. (Company Registration No. 305200-W), RAFFLES ISKANDAR SDN. BHD. (Company Registration No. 902516-A) and NEW BUILDERS SDN. BHD. (Company Registration No. 1304511-X) [collectively referred to as “Raffles Malaysia”] takes a zero-tolerance approach to bribery and corruption and is committed to the highest standards of business ethics and professional conduct. Maintaining a culture of honesty, trust and integrity are vital to our success.

Raffles Malaysia is bound by the laws of Malaysia, including the Malaysian Anti-Corruption Commission Act 2009, the Malaysian Anti-Corruption Commission (Amendment) Act 2018, and this Anti-Bribery and Corruption Policy (the “ABC Policy”) is issued in line with the Guidelines on Adequate Procedures to Section 17A(5) of the MACC Act 2009.

Raffles Malaysia does not permit the giving or receiving of bribe(s) for any purpose at any time. Bribery and corruption would place Raffles Malaysia and Associated Persons (defined below) at risk of criminal prosecution and/or fines, regardless of where such bribery takes place in the world.

The ABC Policy aims to ensure that all Associated Persons of Raffles Malaysia are aware of their obligation to disclose any corruptions, briberies, conflicts of interest, or similar unethical acts that they may have, and to comply with this policy to follow the highest standards of ethical conduct of business.

Adherence to the ABC Policy is mandatory for all Associated Persons.

Regardless of local law, custom, or what other non-affiliated entities might construe to be accepted business practices, we will uphold this ABC Policy wherever we carry out our business and operations. We will remain committed to its enforcement.

Raffles Malaysia also expects all Third Parties (as defined in Article 1 of this ABC Policy) who wish to engage Raffles Malaysia and its Associated Persons, to adopt similar ethical standards like those adopted by Raffles Malaysia.

You are encouraged to raise any concerns or suspicions of corruption at the earliest possible stage by writing to or setting up an appointment with Raffles Malaysia’s HR Department, Legal Department or Director.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this ABC Policy, the following phrases shall, unless the context requires otherwise, have the following meanings: –

“Associated Persons”, “you” and “your” means all directors, officers, employees (whether in Malaysia or outside Malaysia and whether temporary, fixed-term, or permanent), trainees, seconded staff, casual workers, volunteers, interns, and agents of Raffles Malaysia, representatives and all others performing work or services for and/or on behalf of Raffles Malaysia.

“Board of Directors” means the Board of Directors of Raffles Malaysia.

“Bribery” refers to the act of corruptly authorizing, giving, agreeing to give, promising, offering, soliciting, receiving, or agreeing to receive any Gratification, in exchange for some form of benefit and/or detriment to another person.

“Corruption” means an act of giving or receiving any Gratification or reward in the form of cash or in-kind of high value for performing a task in relation to his/her job description.

“Control” and “Controlled” means the power of Raffles Malaysia derived from contractual relationships, equity investments, or in fact, to direct, manage, oversee and/or restrict its relationship with, and affairs of, another party or entity.

“Gift” means a gift comprises of cash money, free fares, shares, lottery tickets, traveling facilities, entertainment expenses, services, club membership, any form of commission, hampers, jewellery, decorative items, and any item that can be considered of high value for the purpose of inducements or reward to or from any party for doing or forbearing to do any act in relation to the principal affairs of Raffles Malaysia.

“Gratification” means:

a) money, donation, gift, loan, fee, reward, valuable security, property (whether tangible or intangible) or interest in the property, 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 favor 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 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).

“Group”, “we”, “us”, and “our” means Raffles Malaysia.

“Third Parties” means all persons other than Associated Persons who perform services for or on behalf of Raffles Malaysia or persons who (whether directly or indirectly) engage Raffles Malaysia or its Associated Persons. This includes, but is not limited to Raffles Malaysia’s partners, collaborators, contractors, sub-contractors, suppliers, consultants, agents, external representatives, and affiliates.

“Whistleblower” means an Associated Person or Third Parties who encounters actual, potential, or perceived violations of this ABC Policy and who makes a report thereto.

1.2 Interpretation

In this ABC Policy, unless the context requires otherwise: –

a) Words denoting the singular number include the plural number and vice-versa.
b) Words denoting the masculine gender shall include the feminine and neuter genders and vice-versa.
c) Reference to “persons” shall include natural persons, bodies corporate, unincorporated associations, and partnerships.
d) Headings to the Articles and Schedules of this ABC Policy are inserted for convenience only and shall not affect the construction or interpretation of this ABC Policy.
e) The Schedules hereto shall be taken, read, and construed as parts of this ABC Policy and the provisions thereof shall have the same force and effect as if expressly set out in the body of this ABC Policy.
f) References to any statutory provisions shall be construed as references to those provisions as amended or re-enacted or as their application is modified by other provisions (whether before or after the date hereof) from time to time and shall include any provisions of which they are re-enactments (whether with or without modification).

2. SCOPE

2.1 This ABC Policy shall have full force and effect and shall be applicable to Raffles Malaysia and all Associated Persons within Raffles Malaysia.

2.2 Raffles Malaysia also expects all Third Parties to comply with this ABC Policy when performing works or services for or on behalf of Raffles Malaysia or when engaging (whether directly or indirectly) with Raffles Malaysia or its Associated Persons.

3. DONATIONS, SPONSORSHIPS, GIFTS, AND HOSPITALITY

3.1 Raffles Malaysia allows charitable donations and sponsorships for legitimate reasons and as permitted by existing laws and regulations. However, Raffles Malaysia strictly prohibits the giving and receiving of donations and sponsorships to influence business decisions.

3.2 Raffles Malaysia adopts a “No Gift” policy, except if it is part of a customary practice such as corporate promotional, seasonal, or festive gifts, refreshments (tea/coffee), or working lunches and this should be limited to a nominal value and declared to Raffles Malaysia. All Associated Persons should not accept any gift or hospitality if it could be misconstrued as a reward, an inducement or other corrupt acts.

3.3 Raffles Malaysia may give corporate gifts, bearing Raffles Malaysia’s logo/ identity and of nominal value for the purposes of promotions/ branding/ marketing, subject to approval according to the authority limits specified below:

a) They are limited, customary, and clearly as an act of appreciation or common courtesy associated with festive seasons;
b) There shall be no expectation of any specific favor or improper advantages from the intended recipients;
c) The independent business judgment of the intended recipients shall not be affected;
d) There shall not be any corrupt/ criminal intent involved; and
e) The giving out of the gift and hospitality shall be done in an open and transparent manner.

4. PROHIBITION ON THE GIVING OR ACCEPTANCE OF GRATIFICATION

4.1 Save and except for the above, all Associated Persons within Raffles Malaysia are strictly prohibited (whether directly or indirectly) from the offering, giving, seeking, or accepting:–

a) any form of Gratification which is, or which appears to be inappropriate or excessive, taking into account all relevant facts and circumstances;
b) any form of Gratification in connection with Raffles Malaysia’s business; and
c) any other forms of Gratifications for purposes which are prohibited under the established local laws, which are deemed binding and applicable to the Associated Persons concerned.

All Associated Persons must promptly lodge a report with Raffles Malaysia’s HR Department, Legal Department or Director, upon the discovery or suspicion of any violation of this Article 4.

In the event that you are in doubt or uncertainty, you should lodge a written inquiry or set up an appointment with Raffles Malaysia’s HR Department, Legal Department or Director, to address said doubt or uncertainty.

5. PROHIBITION ON BRIBERY, BLACKMAIL, EXTORTION, INDUCEMENTS, AND MONEY LAUNDERING

5.1 All Associated Persons within Raffles Malaysia are strictly prohibited (whether directly or indirectly) from participating in or encouraging the participation of Bribery, blackmail, extortion, inducements, distribution or channeling of secret commissions, money laundering, and other similar forms of misconduct.

All Associated Persons must promptly lodge a report with Raffles Malaysia’s HR Department, Legal Department or Director, upon the discovery or suspicion of any violation of this Article 5.

In the event that you are in doubt or uncertainty, you should lodge a written inquiry or set up an appointment with Raffles Malaysia’s HR Department, Legal Department or Director, to address said doubt or uncertainty.

6. CONFLICTS OF INTEREST

6.1 A conflict of interest occurs when an Associated Person’s personal relationships, involvement in external ventures, or involvement in external organizations, influences and compromises the Associated Person’s best interests and services towards Raffles Malaysia. A conflict of interest may be actual, potential, or perceived and may be financial or non-financial.

6.2 All Associated Persons shall not use their official position, confidential information, assets, and other resources for his personal gain or for the advantage of his family and associates. All reasonable steps must be taken to avoid the actual, potential, or perceived occurrence of a conflict of interest.

All Associated Persons must declare such conflict of interest as soon as they arise by submitting a completed copy of the Conflict-of-Interest Declaration Form, found in Schedule 2 herein, to Raffles Malaysia.

6.3 All Associated Persons must promptly lodge a report with Raffles Malaysia’s HR Department, Legal Department or Director, upon the discovery or suspicion of any conflict of interest.

In the event that you are in doubt or uncertainty, you should lodge a written inquiry or set up an appointment with Raffles Malaysia’s HR Department, Legal Department or Director, to address said doubt or uncertainty.

7. DUE DILIGENCE

7.1 Raffles Malaysia and all Associated Persons within Raffles Malaysia are committed to conducting due diligence before the establishment of a relationship with any Third Party so as to ensure that Raffles Malaysia does not deal or affiliate itself with persons who violate anti-bribery and anti-corruption laws and policies.

8. REPORTING CHANNELS AND WHISTLEBLOWING

8.1 The Whistleblower should report his/her concern to Raffles Malaysia’s HR Department, Legal Department or Director, who will handle all reported cases and ensure that issues raised are properly resolved.

8.2 Inquiries to or reports of (actual, potential, or perceived) violations of this ABC Policy can be made through Raffles Malaysia’s reporting channels and procedures as stated in Schedule 3 (Whistleblower Policy) of this ABC Policy herein.

A genuine report on the violations or suspected violations will not be discriminated against or suffer any retaliation as the report will be treated confidentially. All Whistleblowers shall be required to strictly comply with the instructions found in Schedule 3 herein when lodging an inquiry or report.

9. TRAINING AND COMMUNICATION

9.1 Training and communication of this ABC Policy will be provided to all Associated Persons in order to ensure the full commitment of all Associated Persons to this ABC Policy and to provide all Associated Persons with the necessary skills required to deal with instances in which they may encounter Corruption, Bribery, blackmail, extortion, inducements and conflicts of interest.

10. POLICY REVIEW

10.1 The Board of Directors, if they deem fit and necessary, reserves the right to amend, modify, update, suspend or terminate any or all provisions of this ABC Policy, at any time.