IPS GROUP ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

CORPORATE GUIDELINES

CORPORATE GUIDELINES

IPS GROUP ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

INTRODUCTION

It is the policy of IPS Group to conduct its affairs and business in compliance with all laws, rules and regulations governing bribery and corruption. We adhere to the principles of transparency, integrity and ethical conduct in the course of business. Any form of bribery and corruption is prohibited. The IPS Group Anti-Bribery and Anti-Corruption Policy (“Policy”) encapsulates these values and principles, as well as provides guidelines to our officers, employees and third parties dealing with us on the standards of behaviour expected and how to deal with acts of bribery and corruption. It is not meant to stop legitimate business activities so long as those activities comply with the law and the Company’s internal policies.

SCOPE AND APPLICATION

This Policy applies to the following:

Integrated Petroleum Services Sdn. Bhd (IPS or the Company), all its subsidiaries and offices at the various locations, including any joint venture company and joint venture partner;

All directors, officers and employees (full and part-time, whether permanent, fixed term or temporary), secondees, trainees, interns, consultants or any other persons associated with us (collectively referred to as “Employees”) irrespective of their locations and job functions in each company within the IPS Group;

The Company’s suppliers, contractors, agents, representatives and others performing work or services for any company within IPS Group.

The term “IPS Group” means Integrated Petroleum Services Sdn. Bhd and its subsidiaries and controlled companies, and is used for convenience when referring to IPS companies generally. The companies in which Integrated Petroleum Services Sdn. Bhd has direct or indirect shareholdings are separate legal entities, each also referred to in this Policy as “the Company”. Reference to “you” in this Policy refers to any person to whom this Policy applies.

All activities carried out on behalf of the Company must comply with this Policy and applicable laws regardless of local culture or customs.

GENERAL STATEMENT OF POLICY

The IPS Group has a zero tolerance policy against all forms of bribery and corruption.

As a guide, a bribe can be described as an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage. It may involve the following:

Offering a bribe: when a financial or other advantage is offered, given or promised by the Company’s Employee to another person or is requested, agreed to be received or accepted by another person with the intention to induce or reward them to do business with us or to perform their responsibilities or duties properly;

Receiving a bribe: when a financial or other advantage is offered, given or promised by another person to the Company’s Employee or is requested, agreed to be received or accepted by the Employee with the intention of inducing or rewarding us to do business with them or to perform their responsibilities or duties improperly.

It does not matter whether the bribe is:

given or received directly or through any individual or organisation you come into contact with during the course of your work with the Company, and includes actual and potential clients, customers, business contacts, someone acting on behalf of the Company, and government and public bodies (including their advisors, representatives and officials), politicians and political parties;

for the benefit of the recipient or some other person.

You should avoid any conduct that creates even the appearance of improper activity or conduct.

Engaging in bribery and corrupt practices is a serious offence. It can bring severe consequences to you personally, the Company and the IPS Group. The Company may be subject to corporate liabilities, suffer damage to reputation, financial and business losses, fines, cancellation of its licence/registration and other negative consequences. You may face disciplinary action and dismissal. You may also be subject to criminal liability, fines and/or imprisonment.

GIFTS, ENTERTAINMENT AND HOSPITALITY

The Company recognises that the exchange of business courtesies, such as modest gifts (not cash), meals and entertainment, is a common practice for various legitimate reasons, including to develop and maintain business relationships, and create goodwill. Such courtesies are allowed, provided that the value of the gift, meal or entertainment is reasonable in light of the accepted business practices of the industry, must be lawful under applicable local laws and is not intended to improperly influence the decisions of the persons involved. The frequency of hospitality should be carefully monitored, as the cumulative effect of frequent hospitality may give rise to the appearance of impropriety.

Some basic rules should be followed when giving or accepting gifts, meals, entertainment or hospitality:

Do not give or accept cash or any other cash equivalent.

Gifts, meals and entertainment should not be lavish, extravagant or out of line with industry norms or in breach of local laws.

Gifts, meals, entertainment and hospitality should have a justifiable business purpose.

Gifts, meals, entertainment and hospitality should be conducted openly, not in secret.

A Company Employee should be present at all meals and entertainment activities and the Company’s Employee should exercise good judgement in selecting entertainment that does not tarnish the reputation or interests of the Company, its employees or clients.

If you have any question or doubt about whether a gift, meal or entertainment is appropriate, please consult and seek guidance from your Managing Director (or equivalent) before you accept the gift or hospitality or incur the expens

FACILITATION PAYMENTS

Facilitation payments (also known as “kickbacks” or “grease payments”) are payments made to secure or expedite the performance by a person performing a routine or administrative duty or function. It need not involve cash or other financial asset; it can be any form of advantage with the intention to influence them in their duties.

Company’s Employees are prohibited from making or accepting facilitation payments of any kind as such payment is seen as a form of bribery and corruption. If you receive a request or if you are offered facilitation payments, you must report it to your Head of Department or your Managing Director (or equivalent).

DEALINGS WITH PUBLIC OFFICIALS & POLITICAL DONATIONS

This Policy applies to both public and private sectors. Public officials include employees in government departments; employees of government owned or controlled entities (e.g national oil companies), international organisations, political parties and political candidates; and any entity hired by a government agency for any purpose (e.g consultants and marketing agencies).

Bribing and corrupting a public official is a serious offence. You should not provide money or “Anything of Value” to any public official for the purpose of influencing them in their official capacity. “Anything of Value” includes bribes, kickbacks, financial advantage, or any other benefit, whether cash or in kind (e.g gifts, entertainment and charitable contributions).
The prior written approval of your Managing Director (or equivalent) is required for any gifts and hospitality to the public sector. In addition, many public officials have their own rules regarding the acceptance of gifts and hospitality and these must be respected where applicable.

As IPS and IPS Group are apolitical, ALL POLITICAL CONTRIBUTIONS TO ANY POLITICAL PARTY OR CANDIDATE ARE STRICTLY PROHIBITED. The Company’s resources including funds or facilities should not be used to support or contribute to any political party or candidate.

CHARITABLE & SOCIAL CAUSES

While the Company does not prohibit contributions to charitable or social causes, such contributions must be made pursuant to a proper corporate social responsibility program, in accordance with ethical standards and in compliance with all applicable laws. The prior written approval of the Managing Director (or equivalent) is required before making any charitable contribution.

RAISING CONCERNS AND WHISTLEBLOWING

IPS Group values openness and transparency. All Employees are encouraged to report or disclosure any conduct believed, in good faith, to be a violation of this Policy or applicable laws. You can contact any of the following persons:

Your local Principal Officer (e.g your Managing Director/President Director)

IPS Group Managing Director

Head of Legal

All reports will be treated as confidential to the extent reasonably practicable, investigated and resolved as appropriate. No individual will suffer adverse consequences for reporting in good faith and without malicious intention even though it is shown after investigation that you were mistaken. The Company will not tolerate any retribution or retaliation against anyone who has, in good faith (i) sought advice regarding any conduct that may be implicated by this Policy, (ii) has reported in good faith suspicion of a violation of this Policy, or (iii) refused to participate in conduct that may violate this Policy.

RESPONSIBILITY AND MONITORING

Every one of us must take individual responsibility for complying with this Policy.

You must read, be familiar with, and comply with this Policy which shall be available online and in hard copy via your local HR function. This Policy is subject to review by the Company, and it may be revised periodically to assess its adequacy, suitability and effectiveness, and to reflect changes in the law and the Company’s procedures.

This Policy supplements any existing Handbook or code of conduct of the Company. In the event of conflict between this Policy and any existing Handbook or code in respect of a subject matter under this Policy, then this Policy shall prevail.

You are required to participate in any training programmes organised relating to anti-bribery, anti-corruption and ethical conduct whether conducted by the Company, external 3rd parties or our principals. Such training serves to support you in understanding and complying with this Policy.

You are also required to cooperate fully with any audit (s) conducted in respect of matters under this Policy.

If you have any queries regarding any of the provisions of this Policy, please consult your Managing Director (or equivalent) or Head of Legal.

Date: 20th March 2019

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INTRODUCTION

It is the policy of IPS Group to conduct its affairs and business in compliance with all laws, rules and regulations governing bribery and corruption. We adhere to the principles of transparency, integrity and ethical conduct in the course of business. Any form of bribery and corruption is prohibited. The IPS Group Anti-Bribery and Anti-Corruption Policy (“Policy”) encapsulates these values and principles, as well as provides guidelines to our officers, employees and third parties dealing with us on the standards of behaviour expected and how to deal with acts of bribery and corruption. It is not meant to stop legitimate business activities so long as those activities comply with the law and the Company’s internal policies.
SCOPE AND APPLICATION

This Policy applies to the following:
- Integrated Petroleum Services Sdn. Bhd (IPS or the Company), all its subsidiaries and offices at the various locations, including any joint venture company and joint venture partner;
- All directors, officers and employees (full and part-time, whether permanent, fixed term or temporary), secondees, trainees, interns, consultants or any other persons associated with us (collectively referred to as “Employees”) irrespective of their locations and job functions in each company within the IPS Group;
- The Company’s suppliers, contractors, agents, representatives and others performing work or services for any company within IPS Group.
The term “IPS Group” means Integrated Petroleum Services Sdn. Bhd and its subsidiaries and controlled companies, and is used for convenience when referring to IPS companies generally. The companies in which Integrated Petroleum Services Sdn. Bhd has direct or indirect shareholdings are separate legal entities, each also referred to in this Policy as “the Company”. Reference to “you” in this Policy refers to any person to whom this Policy applies.

All activities carried out on behalf of the Company must comply with this Policy and applicable laws regardless of local culture or customs.
GENERAL STATEMENT OF POLICY

The IPS Group has a zero tolerance policy against all forms of bribery and corruption.

As a guide, a bribe can be described as an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage. It may involve the following:
- Offering a bribe: when a financial or other advantage is offered, given or promised by the Company’s Employee to another person or is requested, agreed to be received or accepted by another person with the intention to induce or reward them to do business with us or to perform their responsibilities or duties properly;
- Receiving a bribe: when a financial or other advantage is offered, given or promised by another person to the Company’s Employee or is requested, agreed to be received or accepted by the Employee with the intention of inducing or rewarding us to do business with them or to perform their responsibilities or duties improperly.
It does not matter whether the bribe is:
- given or received directly or through any individual or organisation you come into contact with during the course of your work with the Company, and includes actual and potential clients, customers, business contacts, someone acting on behalf of the Company, and government and public bodies (including their advisors, representatives and officials), politicians and political parties;
- for the benefit of the recipient or some other person.
You should avoid any conduct that creates even the appearance of improper activity or conduct.

Engaging in bribery and corrupt practices is a serious offence. It can bring severe consequences to you personally, the Company and the IPS Group. The Company may be subject to corporate liabilities, suffer damage to reputation, financial and business losses, fines, cancellation of its licence/registration and other negative consequences. You may face disciplinary action and dismissal. You may also be subject to criminal liability, fines and/or imprisonment.
GIFTS, ENTERTAINMENT AND HOSPITALITY

The Company recognises that the exchange of business courtesies, such as modest gifts (not cash), meals and entertainment, is a common practice for various legitimate reasons, including to develop and maintain business relationships, and create goodwill. Such courtesies are allowed, provided that the value of the gift, meal or entertainment is reasonable in light of the accepted business practices of the industry, must be lawful under applicable local laws and is not intended to improperly influence the decisions of the persons involved. The frequency of hospitality should be carefully monitored, as the cumulative effect of frequent hospitality may give rise to the appearance of impropriety.

Some basic rules should be followed when giving or accepting gifts, meals, entertainment or hospitality:
- Do not give or accept cash or any other cash equivalent.
- Gifts, meals and entertainment should not be lavish, extravagant or out of line with industry norms or in breach of local laws.
- Gifts, meals, entertainment and hospitality should have a justifiable business purpose.
- Gifts, meals, entertainment and hospitality should be conducted openly, not in secret.
- A Company Employee should be present at all meals and entertainment activities and the Company’s Employee should exercise good judgement in selecting entertainment that does not tarnish the reputation or interests of the Company, its employees or clients.
If you have any question or doubt about whether a gift, meal or entertainment is appropriate, please consult and seek guidance from your Managing Director (or equivalent) before you accept the gift or hospitality or incur the expens
FACILITATION PAYMENTS

Facilitation payments (also known as “kickbacks” or “grease payments”) are payments made to secure or expedite the performance by a person performing a routine or administrative duty or function. It need not involve cash or other financial asset; it can be any form of advantage with the intention to influence them in their duties.

Company’s Employees are prohibited from making or accepting facilitation payments of any kind as such payment is seen as a form of bribery and corruption. If you receive a request or if you are offered facilitation payments, you must report it to your Head of Department or your Managing Director (or equivalent).
DEALINGS WITH PUBLIC OFFICIALS & POLITICAL DONATIONS

This Policy applies to both public and private sectors. Public officials include employees in government departments; employees of government owned or controlled entities (e.g national oil companies), international organisations, political parties and political candidates; and any entity hired by a government agency for any purpose (e.g consultants and marketing agencies).

Bribing and corrupting a public official is a serious offence. You should not provide money or “Anything of Value” to any public official for the purpose of influencing them in their official capacity. “Anything of Value” includes bribes, kickbacks, financial advantage, or any other benefit, whether cash or in kind (e.g gifts, entertainment and charitable contributions).
The prior written approval of your Managing Director (or equivalent) is required for any gifts and hospitality to the public sector. In addition, many public officials have their own rules regarding the acceptance of gifts and hospitality and these must be respected where applicable.

As IPS and IPS Group are apolitical, ALL POLITICAL CONTRIBUTIONS TO ANY POLITICAL PARTY OR CANDIDATE ARE STRICTLY PROHIBITED. The Company’s resources including funds or facilities should not be used to support or contribute to any political party or candidate.
CHARITABLE & SOCIAL CAUSES

While the Company does not prohibit contributions to charitable or social causes, such contributions must be made pursuant to a proper corporate social responsibility program, in accordance with ethical standards and in compliance with all applicable laws. The prior written approval of the Managing Director (or equivalent) is required before making any charitable contribution.
RAISING CONCERNS AND WHISTLEBLOWING

IPS Group values openness and transparency. All Employees are encouraged to report or disclosure any conduct believed, in good faith, to be a violation of this Policy or applicable laws. You can contact any of the following persons:
- Your local Principal Officer (e.g your Managing Director/President Director)
- IPS Group Managing Director
- Head of Legal
All reports will be treated as confidential to the extent reasonably practicable, investigated and resolved as appropriate. No individual will suffer adverse consequences for reporting in good faith and without malicious intention even though it is shown after investigation that you were mistaken. The Company will not tolerate any retribution or retaliation against anyone who has, in good faith (i) sought advice regarding any conduct that may be implicated by this Policy, (ii) has reported in good faith suspicion of a violation of this Policy, or (iii) refused to participate in conduct that may violate this Policy.
RESPONSIBILITY AND MONITORING

Every one of us must take individual responsibility for complying with this Policy.

You must read, be familiar with, and comply with this Policy which shall be available online and in hard copy via your local HR function. This Policy is subject to review by the Company, and it may be revised periodically to assess its adequacy, suitability and effectiveness, and to reflect changes in the law and the Company’s procedures.

This Policy supplements any existing Handbook or code of conduct of the Company. In the event of conflict between this Policy and any existing Handbook or code in respect of a subject matter under this Policy, then this Policy shall prevail.

You are required to participate in any training programmes organised relating to anti-bribery, anti-corruption and ethical conduct whether conducted by the Company, external 3rd parties or our principals. Such training serves to support you in understanding and complying with this Policy.

You are also required to cooperate fully with any audit (s) conducted in respect of matters under this Policy.

If you have any queries regarding any of the provisions of this Policy, please consult your Managing Director (or equivalent) or Head of Legal.

Date: 20th March 2019