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ANTI-BRIBERY AND CORRUPTION POLICY

1. INTRODUCTION

1.1

Platinum Victory Sdn. Bhd. is committed to acting professionally, fairly and with integrity in all our business dealings and in the discharge of our business relationships, wherever we operate. We are steadfast in conducting our business in an open, transparent, honest and ethical manner. In this respect, Platinum Victory adopts a zero-tolerance approach towards all forms of corruption and bribery. We will ensure full co-operation with enforcement agencies and competent authorities in the event of an investigation of corruption.

1.2

This Anti-Bribery and Corruption Policy provides you with a basic introduction to how Platinum Victory combats bribery and corruption in line with our commitment to lawful, ethical and honest behaviour at all times. These guides are designed to prevent situations in which bribery and corrupt practices may bud and sometime not provide definitive answers to all questions concerning bribery and corruption.

1.3

If you have any questions about this Policy or if you have doubts about any acts or situations arising in the course of business circumstances that you wish to seek clarification on, you should contact the Human Resources Department at humanresource@platinumvictory.com immediately.

1.4

Platinum Victory reserves the right to amend or delete any provision in this Policy as and when it deems necessary.

1.5

The Senior Management of Platinum Victory shall have overall responsibility for the implementation of this Policy. The administration of the Policy is to be carried out by the Head of Human Resources. The Audit and Risk Management Committee shall perform the oversight function over the administration of the Policy.

2. GLOSSARY

Definitions. The following words are given the following definitions: –

Words	Definitions
“Audit and Risk Management Committee (“ARMC”)”	means a committee formed by the Board of Platinum Victory.
“Board”	means Board of Directors of Platinum Victory.
“Bribery” or “Corruption”	means any act considered as an offence of giving or receiving ‘gratification’ under the MACC. This includes offering, promising, giving, accepting or soliciting any ‘gratification’, directly or indirectly, and irrespective of location(s), to illicitly influence the decisions or actions of a person who is in a position of trust within an organisation or a function, or to obtain or retain commercial advantage.
“Business Partners”	means suppliers, contractors, sub-contractors, consultants, agents, representatives, joint venture partners and others who are performing work or services for and on behalf of Platinum Victory.
“Controlled Organisation”	means a Business Partner where Platinum Victory has the decision-making power over the organisation such that it has the right to appoint and remove the management. This would normally be where Platinum Victory has the controlling interest (>50% of the voting share ownership), but it could be where there is an agreement in place that Platinum Victory has the right to appoint the management, for example a joint venture where Platinum Victory has the largest (but still <50%) allocation of the voting shares.
“Directors”	means any and all directors in Platinum Victory, including independent, non-independent, executive, non-executive and alternate, wherever located.
“Employees”	means employee who is employed by or work at Platinum Victory, whether in Malaysia or outside Malaysia, whether permanent, fixed term or temporary basis.
“Employee Handbook”	means Platinum Victory’s employee handbook, including any and all amendments, revisions and updates thereto.
“Facilitation Payment”	means payment made to any official to expedite an administrative process. The purpose of the payment is to speed up the process of a service that the payer is entitled to receive.
“Gifts, Entertainment and Hospitality”	means anything of value that the person subject to this Policy give or receive, either directly or indirectly, including (but not limited to): money, goods or services; discounts or rebates; meals or refreshments; organisation of social, cultural or sporting events or activities; entertainment (tickets to events, recreational activities, etc.); and travel and accommodation expenses.
“Gratification”	is defined by the MACC as: Money, donation, gift, loan, fee, reward, valuable security, property or interest in 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 from the exercise of any right or any official power or duty; Any offer, undertaking or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (i) to (vi).
“Human Resources Department”	means the human resources department of Platinum Victory.
“Kickback”	means any illegal payment, such as money, gift, credit, or anything of value, as compensation for favourable treatment or other improper services. This can take the form of a percentage of income given to a person in a position of power or influence as payment for having made the income possible.
“MACC”	means Malaysian Anti-Corruption Commission Act 2009
“Personnel”	means Employees and Directors.
“Policy”	means this Anti-Bribery and Corruption policy
“Public Official”	means officers or employees acting on behalf of a government or public body or agency. It could also refer to officers or employees of a government international organisation. It also includes: employees, representatives or advisors of a political party; candidates of political office; and family members (including parents, sibling, spouse, child) of all the above.
“Platinum Victory, the Company, us, we, our”	means Platinum Victory Sdn. Bhd. [Registration No. 200101017134 (552891-H)] and its Controlled Organisation.
“you, yours”	means each of our Personnel or Business Partners individually and in the case of Business Partners, including any Business Partner which is controlled by our Business Partners, unless the context indicates otherwise.
“Website”	means platinumvictory.com and/or any website owned and/or managed by us, and/or by our Controlled Organisation, from time to time.

3. APPLICABILITY

3.1

This Policy is applicable to any person, either individually or collectively, in discharging their duties for and on behalf of Platinum Victory, including but not limited to the Platinum Victory, Personnel and Business Partners.

3.2

Further, all Personnel shall ensure that Business Partners are informed of the requirements set out in this Policy and of the need for them to comply with the requirements set out in this Policy. Whenever there is any non-compliance with this Policy by the Business Partners, Platinum Victory reserves the rights to terminate the agreement or arrangement with the Business Partners at any time.

4. RELATED DOCUMENTS

4.1

This Policy shall be read in conjunction with:

the Employee Code of Conduct;
the Whistleblowing Policy;
the Employee Handbook;
all relevant policies and procedures of Platinum Victory; and
all applicable laws and regulations.

5. ALL APPLICABLE LAWS AND REGULATIONS

5.1

Platinum Victory is committed to conducting its business ethically and in compliance with all applicable laws and regulations in the countries where it does business. These laws include but are not limited to the Malaysian Penal Code 1936 (and its amendments), the MACC, the Companies Act 2016, and the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001. In the event where there is a conflict between mandatory laws and the provisions contained in this and other policies, the law shall prevail. However, the provisions in this Policy are to be adhered to in the event of any conflict or inconsistencies with a local custom or practice.

5.2

This Policy extends across all of Platinum Victory’s business dealings in all countries in which we operate. All persons covered by this Policy, in discharging their duties on behalf of Platinum Victory, are required to comply with not only the Malaysian laws and regulations but also the laws and regulations applicable in the location of the business activities, and in particular with respect to anti-bribery and corruption laws, rules and regulations. In jurisdictions where local laws and regulations set stricter rules than those set out in this Policy, the stricter rules shall prevail.

5.3

Laws and regulations governing corruption.

5.3.1

The main law governing corruption in Malaysia is the MACC. The Penal Code also contains provisions relating to corruption. The regulatory body responsible for enforcement of the anti-corruption laws in Malaysia is the Malaysian Anti-Corruption Commission.

The MACC stipulates four (4) main offences, being:

Soliciting / Receiving Gratification (Bribe) – Sections 16 & 17(a)
Offering / Giving Gratification (Bribe) – Section 17(b)
Intending to Deceive (False Claim) – Section 18
all relevant policies and procedures of Platinum Victory; and all applicable laws and regulations.

The Malaysian Anti-Corruption Commission (Amendment) Act 2018, which will be in force on 1 June 2020 introduces two (2) more offences, being:

Offering / Giving Gratification by commercial organisation (Corporate Liability) – Section 17A
Deemed Parallel Personal Liability for Senior Personnel (Personal Liability) – Section 17A (3)

5.3.2

What is corruption?

Meaning of corruption. Corruption generally means the act of soliciting or receiving, or offering or giving any gratification for the purpose of improperly influencing a business decision in relation to a dealing.
Forms of gratification. Examples of gratification are as follows:
- Money, donation, gift, loan, fee, reward, valuable security.
- Any office, dignity, employment, contract of employment or services.
- Any payment, release, discharge or liquidation of any loan.
- Any valuable consideration of any kind, discount, commission, rebate, bonus.
- Any forbearance to demand for any money or money’s worth.
- Any other service or favour of any description.
- Any offer, undertaking or promise of any gratification.
Forms of corruption. Corruption may be in a variety of forms, including but not limited to:
- Bribery, where a person offers or gives, solicits or receives benefits (which may be in the form of hospitality, entertainment or gifts) with the intention or knowledge that the benefit will be used to induce someone to perform a dishonest act.
- Embezzlement, where someone dishonestly appropriates money or other assets with which he has been entrusted with.
- Abuse of power, where someone abuses a position of trust for the purposes of illicit gain.
There are multiple risk areas where bribery and corruption elements may arise. These risk areas are dealt with in detail in Sections 6 to 9 of this Policy.

5.3.3

Consequences of non-compliance

All Personnel must bear in mind that there are severe consequences of being involved in corrupt activities. The consequences generally come in two (2) forms, namely in the form of individual liability or corporate liability or both, depending on the specific circumstances of each of the acts. This means that not only would you be liable for your acts, but Platinum Victory would also be implicated.
In the event you are suspected of any acts or behaviours that could amount to corruption, you may be subject to an internal investigation and disciplinary proceedings leading to disciplinary action or any other action deemed necessary against you, if deemed necessary by Platinum Victory.

6. GIFTS, ENTERTAINMENT AND HOSPITALITY

6.1

All Personnel (including their family members), or agents acting on behalf of the Personnel (including their family members) are prohibited from, whether directly or indirectly:

Receiving gifts, entertainment and hospitality from Business Partners or any third parties that have dealings with Platinum Victory;
Giving gifts, entertainment and hospitality to Business Partners or any third parties that have dealings with Platinum Victory.

6.2

By abiding to this rule, any conflict of interest or appearance of conflict of interest for either party in the ongoing or potential business dealing between Platinum Victory and the Business Partners or the public can be avoided. The reason why this is important is because gift can be seen as bribe that may tarnish the good name and reputation of Platinum Victory or violate anti-bribery and corruption laws. It is the responsibility of all Personnel to inform Business Partners or any third parties involved in business dealings with Platinum Victory of this Policy and to request for their understanding and cooperation to comply with this Policy.

6.3

However, Platinum Victory recognises that the need to provide and receive reasonable and proportionate gifts, entertainment and hospitality in the normal course of business, particularly during festive periods, is a legitimate way to network and to build business relationships. Such gifts, entertainment and hospitality are allowed if they are not lavish, appropriate and reasonable in the light of accepted business practice that Platinum Victory operates in.

6.4

All Personnel must always exercise proper care and judgment and ensure the gifts, entertainment and hospitality must not be carried out with a view to improperly cause undue influence or in exchange for favours or advantages. It is of paramount importance to give due consideration to the following to avoid appearance of impropriety:

Bona fide: Can it be linked to any dishonest purpose or cause?
Integrity: If made known to others in Platinum Victory and the public, would it harm the reputation of Platinum Victory and cast doubt on the integrity of the person involved?
Proportionality and reasonableness: Does it incur excessive cost and occur regularly and exceed the level of reasonableness?
Transparency: Is it carried out in a secret manner and be undocumented?

6.5

If any of the above is answered in the affirmative, the relevant act of providing and receiving gifts, entertainment and hospitality shall be ceased immediately and reported to your reporting Head of Department or Director for record purposes.

7. DONATIONS, SPONSORSHIPS AND CORPORATE SOCIAL RESPONSIBILITIES (CSR)

7.1

Platinum Victory is a responsible corporate citizen and is committed to contributing to the well-being of the people and nation in countries where it operates. That said, it is important that all donations, sponsorships and CSR are made in a legitimate manner and adheres to the values that we subscribe to as a company.

Donations and sponsorships All Personnel must ensure that all donations and sponsorships are not used as a trickery to conceal bribery or to circumvent or avoid any of the integrity provisions of this Policy, particularly prohibition on bribery. It must be ensured that donations to charities or beneficiaries are not disguised as illegal payments to Public Official and the charities or beneficiaries are not conduit to fund illegal activities. All donations and sponsorships must adhere to the following:
1. Ensure such contributions are allowed by applicable laws;
2. Obtain all necessary internal and external authorisations;
3. Select well established entities having an adequate organisational structure to guarantee proper administration of the funds;
4. Be accurately reflected in the company’s accounting books and records; and
5. Not to be used as a means to cover up an undue payment or bribery.
CSR
1. As part of Platinum Victory’s commitment to corporate responsibility and development, as a general principle, Platinum Victory provides such assistance in appropriate circumstances and in an appropriate manner. However, such requests must be carefully examined for legitimacy and not be made to improperly influence a business outcome.
2. The proposed recipient of assistance must be a legitimate organisation and appropriate due diligence must be conducted. Even requests determined to be legitimate must be carefully structured to ensure that the benefits reach their intended recipients.

7.2

Platinum Victory requires all Personnel to use good judgment and common sense in assessing the requests for donations and sponsorships. If you are in doubt, you should seek advice from the Human Resources Department before proceeding with the donations and sponsorships.

8. FACILITATION PAYMENTS & KICKBACK

8.1

As facilitation payments constitute a form or bribery and corruption, Platinum Victory prohibits the use of facilitation payments or Kickback in its business. If there is a situation where the safety and security of any Personnel is at stake or the Personnel has been coerced to make a payment, the Personnel should immediately escalate such matter to Human Resources Department for appropriate actions to be taken.

9. MANAGING RELATIONSHIPS

9.1

Dealings with Business Partners or the public

As a corporate citizen committed to prevent bribery and corruption, Platinum Victory’s dealings with Business Partners or the public must be carried out with care, in such manner consistent with the values and principles that Platinum Victory advocates and adopts, and in compliance with all relevant laws and regulations.
It is Platinum Victory ’s expectation that all Business Partners acting for or on its behalf share the values, principles and ethical standards of Platinum Victory as being outsiders having dealings with Platinum Victory, their actions can implicate Platinum Victory legally and tarnish Platinum Victory’s reputation. Platinum Victory also requires that the public that deals with Platinum Victory adhered to ethical conducts and practices.
Thus, before establishing any business relationship with these external parties, Platinum Victory is obligated to conduct appropriate due diligence to understand the business and background of these prospective Business Partners before entering into any arrangements with them. This is to ascertain that Platinum Victory filters its Business Partners and engage and deals only with those that subscribe to acceptable standard of integrity in their business practices. No business dealings should be entered into with prospective Business Partners that are reasonably suspected of engaging in bribery and improper business practices unless those suspicions have been investigated and resolved satisfactorily.
As a way of ensuring that Platinum Victory only does business with Business Partners that share Platinum Victory’s values, principles and ethical standards, the following must be complied with:
1. Conduct due diligence to assess the integrity of Platinum Victory’s prospective Business Partners.
2. Make all Business Partners (prospective and existing ones) aware of Platinum Victory’s compliance policies, particularly this Policy, communicate Platinum Victory’s expectations on them and obtain their commitment to comply with the same.
3. Continue to be aware of and periodically monitor third party performance and business conducts and practices to ensure ongoing compliance.
Standard clauses shall be included in all legal documents and/or contracts with the Platinum Victory’s Business Partner, requiring them to comply with this Policy and other applicable laws besides granting Platinum Victory the right to terminate any contract or business relationship in which an act of bribery or corruption has been observed or proven to have occurred.
In the absence of contracts or other legal documents stipulating the aforementioned clauses, the Business Partner are required to declare their adherence to this Policy via Business Partner Declaration Form as in Schedule 2 of this Policy.
In the course of conducting due diligence, where there are red flags raised, these warrant further investigations and must be appropriately and sufficiently addressed before the engagement of the Business Partners can progress.
Platinum Victory requires its Personnel to use good judgment and common sense in assessing the integrity and ethical business practices of external parties to ensure that Platinum Victory deals only with those who share common values as Platinum Victory. As a guideline to assist the Personnel in its assessment of prospective Business Partners, refer to the Schedule 1 on Red Flags for further guidance.

9.2

Dealings with Public Officials

Caution must be exercised when dealing with Public Officials. Providing gift, entertainment, hospitality or other benefits, whether directly or indirectly, to Public Officials is generally considered a red flag situation in most jurisdictions.
Such provision to Public Officials or their family/household family in exchange for future benefits or results is prohibited in Platinum Victory

9.3

Conflict of Interest

Conflicts of interest arise where there is personal interest that can be considered to have potential interference with objectivity in performing duties or exercising judgement on behalf of the Platinum Victory. All Personnel must avoid situations in which their personal interest would conflict with their duties and responsibilities. Personnel must not use their position, official working hours, Platinum Victory’s resources and assets, or information available to them for personal gain or to the Platinum Victory’s disadvantage.
In situations where a conflict does occur, the Personnel are required to declare the matter to their reporting Head of Department or Director.

9.4

Recruitment of Personnel

Platinum Victory’s recruitment, performance evaluation, remuneration, recognition and promotion for employees and directors shall be objective and show no favour.
Appropriate due diligence shall be conducted on prospective employees and directors, in proportion to the risk profile of the position. The assessment shall include background checks to ensure the prospective employee or director has not been convicted in any bribery or corruption case(s) nationally or internationally.
Platinum Victory will not offer employment to prospective employees in return for previous favour or in exchange for improper favour, such as awarding of contracts. Platinum Victory shall award contracts and employee positions based on merit. Support/referral letters in all forms shall not be recognised as part of the business decision making process.

10. CONTROL MEASURE

10.1

Record Keeping

Platinum Victory shall keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to Business Partners, for a period of time subject to prevailing laws and regulations on record keeping.
All Personnel must provide to their reporting Head of Department or Director all written records of all gifts, entertainment, hospitality or any other benefit offered to or accepted by them, irrespective of value via the Gifts Declaration Form as in Schedule 4 of this Policy and the reporting Head of Department or Director shall submit the Gifts Declaration Form to the Human Resources Department on a quarterly basis.
All Personnel must also ensure that all expenses claim relating to gifts, entertainment and hospitality incurred for the benefit of Business Partners and other external parties are submitted in accordance with the Platinum Victory’s finance policies for the time being, with the basis/reason for such expenses clearly recorded.
All accounts, invoices, memorandum, due diligence forms and other documents and records relating to dealings with Business Partners must be prepared, maintained and submitted with full accuracy and completeness.

10.2

Reporting

Any person subject to this Policy who learns of any attempted, suspected or actual bribery or corruption activities that violates this Policy and/or other relevant policies and procedures of Platinum Victory is responsible to report promptly through Platinum Victory’s whistleblowing channels as prescribed in the Whistleblowing Policy.
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, as provided by Platinum Victory’s Whistleblowing Policy.

11. EMPLOYEE DECLARATION

11.1

All Personnel shall certify in writing that they have read, understood and will abide by this Policy via Employee Declaration Form as in Schedule 3 of this Policy. A copy of this declaration shall be documented and retained by the Human Resources Department for the duration of the Personnel’s employment.

11.2

Platinum Victory reserves the right to request any information, including on employees’ assets, in the event that the person is implicated in any bribery and corruption-related accusation or incident.

12. COMMUNICATION, TRAINING AND AWARENESS

12.1

This Policy is a public document which shall be communicated to all our Personnel and Business Partners. Our Personnel and Business Partners must read and understand. Platinum Victory’s position regarding anti-bribery and corruption, integrity and ethics.

12.2

Adequate training on Platinum Victory’s anti-bribery and corruption approach shall be provided to our Personnel.

13. SYSTEMATIC REVIEW, MONITORING AND ENFORCEMENT

13.1 Governance, Monitoring and Compliance.

ARMC will monitor effectiveness and review implementation, considering suitability, adequacy and effectiveness; improvements will be implemented promptly. Internal controls and procedures will be regularly audited. Personnel are encouraged to raise concerns or inadequacies to HR.

13.2 Responsibility for this Policy.

In enforcing Platinum Victory’s anti-corruption programme, particularly this Policy, the Human Resources Department is responsible to monitor performance of all Personnel relating to the policies and procedures to combat bribery and corruption that Platinum Victory has adopted. This is to ensure that the Personnel understand and comply with the requirements of these policies and procedures whilst performing their roles and functions.

13.3 Audits and Compliance.

To ensure that Platinum Victory’s anti-corruption compliance programme is up-to-date and relevant to existing laws and regulations, this Policy should be audited internally by Human Resources Department or by an external party to ensure that the controls and measures put in place by Platinum Victory to prevent corruption and to operate in an ethical manner are still relevant. The Human Resources Department or the external party should conduct this audit and report the findings of the audit to the ARMC for appropriate actions.

13.4 Infringement of this Policy.

Where there is any non-compliance to this Policy, such non-compliance should be reported to the ARMC. Upon receiving such report, the ARMC should initiate disciplinary proceedings to investigate the report and determine whether an actual violation of this Policy has taken place.
Platinum Victory is committed to enforce the requirements of this Policy. As such, any failure to observe any of the provisions in this Policy and other compliance documents of Platinum Victory may result in disciplinary actions, including termination of employment and referral for criminal prosecution, depending on the circumstances. Further details on the disciplinary procedures and actions which may be taken against misconducts such as corruption and bribery can be found in Employee Code of Conduct / Employees’ Handbook.