ABC POLICY

1. INTRODUCTION

1. In the course of promoting ethical business practices, Coway (Malaysia) Sdn. Bhd. (“Coway”) is fully committed to conducting its business with the highest integrity, in accordance with all relevant laws and regulations on anti-bribery and corruption, in particular the Malaysian Anti-Corruption Commission Act 2009 (“the MACC Act 2009”), and all guidelines issued by relevant authorities pertaining to the same (collectively “ABC Laws”).


2. Coway has developed this Anti-Bribery and Corruption Policy (“Policy”) with the aim to:
1. establish practice standards and provide a practical guidance for all Coway Personnel (hereinafter defined) to understand and comply with the requirements and obligations imposed under the MACC Act 2009 and the Guidelines on Adequate Procedures issued pursuant to subsection (5) of Section 17A of the MACC Act 2009, which include amongst others, the five (5) guiding principles under the TRUST doctrine, as follows:
1. Top level commitment;
2. Risk assessment;
3. Undertake control measures;
4. Systematic review, monitoring and enforcement; and
5. Training and communication; and
2. ensure that there are adequate procedures in place to identify, prevent, monitor, report, and detect any act which amounts to a breach of any ABC Laws and prevent its recurrence.

2. SCOPE OF APPLICATION

1. This Policy applies to all Coway Personnel in their course of work, and extends to the Company’s Business Associates (hereinafter defined) in their performance of services on behalf of Coway and the Company’s Customers (hereinafter defined) in any dealings with Coway.


2. This Policy is to be read together with:
1. the MACC Act 2009;
2. the Guidelines on Adequate Procedures issued pursuant to subsection (5) of Section 17A of the MACC Act 2009; and
3. other relevant anti-bribery and corruption laws and regulations in Malaysia.

3. DEFINITIONS

1. For the purpose of this Policy, the following terms shall have the meanings as defined below:



(i) Bribery	means, directly or indirectly (i.e. through a third party), the offering, giving, receiving or soliciting something of value (monetary or non-monetary) in an attempt to illicitly influence the decisions or actions of a person who is in a position of trust within an establishment; and whereas the term ‘Bribe’ shall have a similar corresponding meaning.
(ii) Corporate Gifts	means merchandises that bear Coway’s name and logo such as diaries, table calendars, pens, notepads, t-shirts, etc.
(iii) Company’s Business Associates	refers to Coway’s consultants, advisors, contractors, subcontractors, suppliers, vendors and agents.
(iv) Company’s Customers	refers to Coway’s existing and prospective customers.
(v) Corruption	means an act of bribery that involves the abuse of position or power to gain an improper personal or business advantage, and any act which would be considered as an offence of giving or receiving ‘Gratification’ under the MACC Act 2009, as explained in paragraph 3.1 (xii) below.
(vi) Coway Personnel	refers to Coway’s employees (whether on a permanent, fixed-term or temporary basis), regardless of position, including the Higher Management (collectively, “Employees”) and, independent contractors and fixed term contractors within the Sales, Cody and Homecare Organisations (collectively, “Organisation Members”).
(vii) Donation and/or Sponsorship	means charitable contributions and/or sponsorship payments made to support the community. Examples include sponsorships of educational events, supporting non-governmental organisations (“NGOs”), and other social causes.
(viii) Facilitation Payments	means payments made to secure or expedite the performance by a person performing an administrative duty or function.
(ix) Festive or Ceremonial Gifts	means traditional treats or gifts customary to the occasion such as hampers, etc.
(x) Gifts	means anything of value including items such as money, securities, business opportunities, goods, services, entertainment, sponsored events, food and beverages, vacations and Corporate Gifts.
(xi) Government Officials	includes, without limitation, candidates for public office, officials of any political party, employees of national, municipal or local governments, state-owned enterprises and government linked companies, and officers of a public body as defined in the MACC Act 2009.
(xii) Gratification	as defined in the MACC Act 2009, means 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 actions 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 any offer, undertaking or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (a) to (f).
(xiii) Higher Management	refers to Coway’s Managing Director (MD), Chief Operating Officer (COO) and Chief Financial Officer (CFO).
(xiv) Hospitality	means the considerate care of guests, which may include refreshments, accommodation and entertainment at a restaurant, hotel, club, resort, convention, concert, sporting event or other venues, with or without the personal presence of the host.
(xv) Kickback	means payments made in return of a business favour or advantage.

4. PROHIBITION OF ACTS OF BRIBERY AND CORRUPTION

1. Coway has zero tolerance against any act of Bribery and Corruption. In particular, the following are contrary to this Policy and therefore prohibited:
1. engaging in conduct deemed to be an act of Bribery or Corruption amounting to a criminal offence under any ABC Laws, particularly the MACC Act 2009, or encouraging such conducts by others; and
2. committing or attempting to commit any act which will cast doubts or suspicion over Coway’s commitment in combating Bribery and Corruption.

5. ANTI-BRIBERY AND CORRUPTION PRACTICES STANDARDS

1. All Coway Personnel must adhere to the following anti-bribery and corruption practices standards in their course of work:


1. Giving and Accepting Gifts or Hospitality
1. As a general rule, Coway adopts a “No Gifts and Hospitality” policy whereby, subject to certain limited exceptions, Coway Personnel are prohibited from offering, soliciting or receiving any Gifts or Hospitality in any form, to or from the Company’s Business Associates or the Company’s Customers, either directly or indirectly which may influence your judgment in a decision making process or put you in a position of conflict, perceived or actual.


2. All Coway Personnel are required to exercise due care and judgement when dealing with Gifts and Hospitality to ensure they are not perceived as a Kickback or Bribe in any way.


3. All Coway Personnel must adhere to the following (non-exhaustive) practice standards under the “No Gifts and Hospitality” policy:
1. never accept or give cash or cash equivalents;
2. never accept or give anything that could be viewed as a Bribe;
3. never use your position in any way to obtain anything of value;
4. never accept or offer Gifts and/or Hospitality during any selection process, tender, bidding exercise or contract negotiation;
5. never participate in any action that would cause the other party to violate their own establishment’s standards for Gifts and/or Hospitality;
6. never offer or accept Gifts and/or Hospitality offered that come with a direct or indirect suggestion or implication that in return for the Gifts and/or Hospitality provided, some expected outcome is required;
7. never offer or accept Gifts and/or Hospitality if the same is in fact or suspected to be improper or illegal;
8. never offer or accept Gifts and/or Hospitality if there is any conflict of interests (as enumerated in paragraph 5.1(E) below) involved.


4. Subject to paragraph (v) below, the following situations are the exceptions to the “No Gifts and Hospitality” policy where provision or acceptance of Gifts and/or Hospitality are permissible (“the Exceptions”):
1. exchange of Gifts at a company-to-company level (e.g. Gifts exchanged between companies as part of an official company visit or courtesy call wherein the said Gifts are treated as company property);
2. Corporate Gifts and/or Hospitality to the Company’s Business Associates, the Company’s Customers or Government Officials during Coway’s official functions, events and celebrations;
3. Festive or Ceremonial Gifts from the Company’s Business Associates or Organisations Members;
4. Gifts, Festive or Ceremonial Gifts and/or Hospitality from Coway to Coway Personnel and/or their family members during company functions, events or festive celebrations;
5. Corporate Gifts that are given out to members of the public attending events such as conferences, exhibitions, trainings, trade shows and deemed as part of Coway’s brand building or promotional activities;
6. Gifts and/or Hospitality to external parties who have no business dealings with Coway (e.g. monetary gifts or gifts in-kind to charitable organisations);
7. Gifts and/or Hospitality given as part of Coway’s corporate social responsibility programmes.


5. The aforesaid Exceptions are nevertheless subject to the following conditions/limitations:
1. the Gifts and/or Hospitality are given or received for the right reason i.e. as an act of appreciation or common courtesy associated with festive seasons or other ceremonial occasions;
2. the Gifts and/or Hospitality are given or received without obligation i.e. it must not be used to cause or induce the receiver to improperly or illegally influence any business action or inaction;
3. the act of giving or receiving must be open and transparent;
4. the Gifts and/or Hospitality are of nominal or reasonable value i.e. the type of Gift and/or Hospitality and its value must commensurate with the occasion and be in accordance with general business practice;
5. the act of giving or receiving must not be unlawful i.e. not in contravention of applicable laws;
6. the giving of such Gifts and/or Hospitality must be documented i.e. the expense must be approved in accordance with and comply with Coway’s standard operating procedures;
7. the Gifts and/or Hospitality are given or received with no expectations i.e. without any expectations of a favour or improper advantages from the receiver.


6. In the event the value of the Gifts and/or Hospitality received exceeds the threshold set by Coway, you are required to disclose the same in the Company’s Gifts and Hospitality Declaration Form made available in Coway’s GL Portal and/or any other online platforms. Notwithstanding the foregoing, as a matter of good practice, you are encouraged to declare any and all Gifts and/or Hospitality that you receive regardless of the threshold value so as to avoid allegations of corruption.


2. In Dealings with Government Officials
1. All Coway Personnel must exercise due care and diligence at all times when dealing with Government Officials or associated persons.


2. All Coway Personnel must adhere to the following (non-exhaustive) practice standards when dealing with Government Officials:
1. never give Gifts and/or Hospitality to Government Officials for reasons in any way connected directly or indirectly with his/her official duties;
2. never give Gifts and/or Hospitality to Government Officials, the value of which exceeds one fourth of his/her monthly remuneration or RM500-00, whichever is lower;
3. never attempt to exert any improper or illegal influence on Government Officials, directly or indirectly, to obtain any unfair favours or advantages;
4. never give or receive any Kickbacks to/from Government Officials, directly or indirectly.


3. However, there are exceptions to the above, for example, certain personal celebrations such as retirement, assignment transfer or marriage of Government Officials.


3. Facilitation Payments
1. All Coway Personnel are prohibited to make any Facilitation Payments to any individuals including Government Officials to speed up their performance of a duty.


2. All Coway Personnel must adhere to the following (non-exhaustive) practice standards to avoid any activity that may lead to or suggest that Facilitation Payments were made:
1. always make payment of any fees in accordance with an official and published price list;
2. always request for an official receipt issued by the entity upon making payment of fees as proof of payment;
3. never request for cash payments or for payments to be diverted to a third party or country outside normal payment terms and processes;
4. never make payments to influence the award of contracts.


4. Donations and/or Sponsorships
1. All Coway Personnel must ensure that Donations and/or Sponsorships are not used as a pretence for Bribery or to circumvent or avoid any of the provisions in this Policy.


2. All Coway Personnel must adhere to the following (non-exhaustive) practice standards in handling Donations and/or Sponsorships:
1. always ensure that any contributions are not in contravention of any applicable laws;
2. maintain accurate records of all payments made via Donations and/or Sponsorships in the Company’s accounting books and records;
3. never use Donations and/or Sponsorships as a means to cover up an undue payment or Bribery.


5. Conflict of Interests
1. Conflict of interests occurs when an individual or establishment is involved in multiple interests, one of which could possibly corrupt, or be perceived to corrupt, the motivation for an act in another. A conflict of interest may be actual, potential or perceived and may be financial or non-financial.


2. All Coway Personnel shall ensure that your personal and business affairs do not conflict with or appear to be conflicting with Coway’s interests.


3. All Coway Personnel must adhere to the following (non-exhaustive) practice standards to prevent conflict of interests:
1. avoid any situation or activity that compromises, or may compromise your judgement or ability to act in the best interest of Coway;
2. avoid being in a position where your personal interests are in conflict or may be in conflict with the interests or business of Coway;
3. avoid any activities that will bring direct or indirect profit, commercial or business advantages to Coway’s competitors;
4. always identify and disclose any (actual or potential) conflict of interests to your Manager of Department (“MOD”) or Head of Division (“HOD”) (if you are an Employee), or the MOD or HOD in charge of your organisation/your respective Senior Manager and above (if you are an Organisations Member), or to the relevant department e.g. the Human Resources Department or the Finance Department, as the case may be, immediately upon discovery of the same.


6. Recruitment Process
1. Coway provides equal opportunity for any qualified and competent individuals to be recruited based on the approved selection criteria to ensure that only the most qualified and suitable individuals are employed/appointed as Employees or Organisation Members. This is crucial to ensure that no element of Corruption is involved in the recruitment process.


2. All relevant Coway Personnel must adhere to the following (non-exhaustive) practice standards when recruiting a Coway Personnel:
1. where applicable, proper background checks should be conducted in order to ensure that the potential candidate has not been convicted of an act of Bribery or Corruption nationally or internationally;
2. offers of employment/appointment should not be given in exchange for or to reward any benefit received by Coway;
3. always require potential candidates to disclose any actual or potential conflict of interests to Coway and do the necessary checks to verify the same;
4. never offer employment/appointment, procure and/or create an opening of position in Coway in exchange for a personal benefit or seek an unfair advantage in any business negotiations or as an inducement for future business;
5. always ensure that if the candidate to be employed/appointed has a family/household relationship to any Coway Personnel, it is properly recorded and is made transparent;
6. always ensure that all rights, entitlements and benefits given to the candidate are reasonable in value.


7. Dealing with the Company’s Business Associates
1. Coway is committed to applying the highest standard of ethics and integrity in all aspects of its procurement process.


2. All relevant Coway Personnel must adhere to the following (non-exhaustive) practice standards in the procurement process:
1. always avoid dealings with companies/corporates known or reasonably suspected of corrupt practices or suspected to pay Bribes;
2. always exercise good judgement in accessing the integrity and ethical business practices of the Company’s Business Associates;
3. appointments of the Company’s Business Associates must be subject to proper due diligence and screening process prior to on-boarding i.e. the vendor registration process;
4. never accept any Gifts and/or Hospitality during a tender process or contract negotiation;
5. always treat all the Company’s Business Associates fairly and equally and make procurement decisions based on approved objective criteria and not be influenced by personal bias or favouritism;
6. periodically monitor the Company’s Business Associates’ performance and business practices to ensure ongoing compliance with this Policy;
7. regularly review or evaluate the quality and the pricing of the services or work done by the Company’s Business Associates;
8. ensure that the Company’s Business Associates are aware of and comply with this Policy and provide an undertaking to comply with the same.


8. Accurate Books and Records
1. Record keeping is integral to this Policy as it serves as evidence that Coway has taken adequate measures and has in place proper procedures in addressing Bribery and Corruption risks and issues.


2. An accurate and auditable record of all financial transactions must be maintained in accordance with generally accepted accounting principles. This includes maintaining appropriate records of all Gifts, Hospitality, contributions and payments made and received. The accounting entries must not distort or disguise the true nature of any transaction.


3. All relevant Coway Personnel must adhere to the following (non-exhaustive) practice standards:
1. adequate records must be kept and there must not be concealment of records, or refusal to make certain records available;
2. never make any false entries or alterations in the books and records;
3. never create any back-dated or post-dated documents, false invoices, false applications, statements, other false documents;
4. properly maintain accurate records of the Gifts and/or Hospitality received.

6. REPORTING PROCEDURE

1. If you are aware of or suspect a violation of this Policy, you have an obligation to report your concerns as soon as practicable to abc@coway.com.my. You must have first-hand knowledge or information of the facts. Information obtained from third parties or hearsay will not be entertained.


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


3. The identity(ies) of those involved, reports and all information acquired from any investigation will be kept confidential unless disclosure is required by law.

7. DISCIPLINARY/REPRIMANDING ACTION AND TERMINATION OF EMPLOYMENT/SERVICES CONTRACT

1. Any Coway Personnel found to have -
1. violated any provisions in this Policy;
2. failed to report any known or suspected violation of this Policy;
3. breached his/her duty of confidentiality by disclosing any ongoing investigations; or
4. made any false accusations, fabricated allegations or otherwise complaints against another in bad faith,

shall be subject to disciplinary/reprimanding actions.


2. The nature and severity of the disciplinary/reprimanding measures will commensurate with the gravity of the violation. Such measures may therefore include suspension without pay or dismissal/termination of appointment. The incident will also be documented in the violator’s file.


3. In addition to the foregoing, Coway may report such violation to the police and other relevant authorities, including the MACC.


4. In the event that any of the Company’s Business Associates or the Company’s Customers is found or suspected to have violated this Policy or is convicted or subject to any investigation, inquiry or enforcement proceedings by the relevant authorities of any actual or suspected breach of any ABC Laws, particularly the MACC Act 2009, Coway shall have the right to suspend or terminate its contract with the said Company’s Business Associate or Company’s Customer immediately without prejudice to its right to claim for further losses and damages resulting from the said violation/breach.

8. VIOLATION OF THIS POLICY AND ITS CONSEQUENCES

1. Engaging in Bribery or Corruption practices is not only a violation of this Policy but also a criminal offence in Malaysia. Under Section 24 of the MACC Act 2009, a person who commits Bribery or Corruption, if found guilty, may be subject to imprisonment up to twenty (20) years and a fine of not less than five (5) times the sum or value of the relevant Gratification, or RM10,000-00, whichever is higher.


2. Also, under Section 17A (1) of the MACC Act 2009, a company may be held liable if its employees or person who performs services for or on behalf of the company corruptly provides Gratification to any person in return for an advantage and, if found guilty, may be subject to imprisonment up to twenty (20) years and/or a fine of not less than ten (10) times the sum or value of the relevant Gratification or RM1,000,000-00, whichever is higher, or to both. A director or a member of the senior management of a company may be deemed to have committed an offence where an offence is committed by a company under section 17A (3) of the MACC Act 2009.


3. Any person who knows and fails to report an act of giving and offering of Bribes commits an offence under Section 25 (1) and (2) of the MACC Act 2009 and if found guilty, he or she shall be liable to a fine not exceeding RM100,000-00 or to imprisonment for a term not exceeding ten (10) years, or to both.


4. Any person who knows and fails to report an act of soliciting and obtaining Bribes commits an offence under Section 25(3) and (4) of the MACC Act 2009 and if found guilty, he or she shall be liable to a fine not exceeding RM10,000-00 or to imprisonment for a term not exceeding two (2) years, or to both.

9. ROLES AND RESPONSIBILITIES

1. Higher Management

   The Higher Management shall:
1. understand the Bribery and Corruption risks associated with Coway’s business activities and be fully committed in establishing an effective anti-corruption risk management framework;
2. ensure Coway establishes, maintains and periodically reviews this Policy including procedures and controls to address corruption risks; and
3. set a top-down example to all Coway Personnel by promoting the Company’s zero tolerance policy towards Bribery and Corruption.


2. Immediate superiors, MODs and HODs

   All immediate superiors, MODs and HODs shall:
1. establish relevant internal policies/practices to ensure that this Policy is complied with by their subordinates;
2. ensure sufficient resources and awareness are provided to their subordinates for the effective execution of any such internal policies/practices;
3. oversee the implementation of this Policy and any internal policies/practices; and
4. monitor any violations of this Policy.


3. Legal Department

   The Legal Department shall:
1. assist the Higher Management and the Company, as a whole, to monitor Coway Personnel’s adherence to anti-bribery and corruption procedures and controls;
2. provide legal advice on any matters in relation to this Policy including the interpretation of the provisions under ABC Laws;
3. oversee and facilitate the reporting and investigation procedures in respect of complaints made pursuant to paragraph 6 herein; and
4. implement necessary changes to this Policy with the approval of the Higher Management in ensuring that this Policy is sound and up-to-date.


4. HR Department

   The HR Department shall:
1. endeavour to ensure that this Policy is understood by all Employees;
2. conduct trainings/campaigns (including circulation of any educational materials) to raise awareness of this Policy among Employees; and
3. handle any disciplinary procedures under this Policy as against Employees and fixed term contractors within the Sales, Cody and Homecare Organisations.


5. Compliance Department

   The Compliance Department shall:
1. endeavour to ensure that this Policy is understood by all Organisation Members;
2. from time to time provide reminders (including circulation of memos announcing Coway’s zero tolerance towards Bribery and Corruption) to raise awareness of this Policy among Organisation Members; and
3. handle any reprimanding procedures under this Policy as against the Company’s Health Planners, Codys, Service Technicians and Homecare Technicians.


6. Government Relations (‘GR’) Department

   The GR Department shall act as the liaison between Coway and the local regulators i.e. the MACC in relation to ABC Laws.



7. All Coway Personnel

   All Coway Personnel shall:
1. read, understand and comply with this Policy (including any internal policies/practices relating thereto) in their course of work; and
2. report any violation or suspected violation of this Policy immediately as per the procedure set forth in this Policy.