Anti-Corruption and Anti-Bribery Policy

1. OBJECTIVE

This Anti-Bribery and Corruption (“ABC” or “Policy”) Policy is expected to:

  1. Provide the principles, guidelines, and requirements on how to deal with corrupt and bribery acts that may arise in the course of conducting business within IRGA Berhad and its subsidiaries (“IRGA group” or “Company”).
  2. Demonstrate the company’s commitment to anti-corruption practices; and
  3. Provide confidence and trust to internal and external customers and stakeholders.
2. PRINCIPLES AND POLICY STATEMENT
  1. The Board of Directors of IRGA Group (“Board”) is committed to conducting its business ethically and with integrity and has zero-tolerance for bribery and corrupt activities.
  2. The Board is dedicated to ensuring that all its business dealings are in compliance with all laws relating to anti-bribery and anti-corruption in Malaysia and countries it has dealings with.
  3. The Board is committed to ensuring the proper implementation of this Policy.
  4. This ABC Policy should be read in conjunction with the Whistleblowing Policy (“WB”) Policy and other internal control guidelines of the Company.
  5. This ABC Policy provides a clear statement of the conduct which is expected of the Company’s Personnel and Business Associates,
  6. This ABC Policy adopted the principals of the “Adequate Procedure” of the S.17A(5) of the Malaysian Anti-Corruption Commission (“MACC”) Act 2009 on Corporate Liability as attached for reference.
  7. It is expected that all Personnel and Business Associates as defined in the Glossary of this Policy read, understand, and embrace the intent of this Policy.
3. STANDARDS
  1. Receiving Facilitation Payments, Bribery and Corruption

    2. Personnel and all Business Associates are not allowed to directly or indirectly, accept or give improper payments such as Bribes (as defined in the Glossary) in exchange for business favours, information, and favourable treatment from any person for themselves or for any other person subject to this Policy.

  2. Political or Charitable Contributions

    3. The Personnel of IRGA Group shall not make any form of contributions to any political parties on behalf of the Company.

    For any charitable contributions or donations to any community projects must be in accordance with the Environment, Social and Governance (“ESG”) Policy or as approved by the Board of Directors (“Board”).

    Charitable contribution which breaches or is perceived to breach the anti-corruption laws in Malaysia and/or this Policy is strictly prohibited.

    The Company does not offer monetary or in-kind political contributions to political parties, political candidates for political office.

  3. Prohibition on Commissions, Discounts and Secret Profits

    4. Personnel and all Business Associates must not, directly, or indirectly receive any goods or services, any discount, rebate, commission, service, interest, consideration or other benefit or payments of any kind which are not authorised by the Company’s policies or procedures for or on behalf of the Company.

  4. Gifts

    5. The Company adopts a “No Gift” policy.

    Reference should be made to the No Gift Policy for clearer understanding as regards matters related to gifts and hospitality which includes entertainment. Personnel are required to comply with such policy.

  5. Money Laundering or Terrorism

    6. The Company does not allow its business to be used as a channel for money laundering, terrorism financing or other criminal activities.

  6. Misrepresentation

    7. Any act or omission including misrepresentation that knowingly or misleads or attempts to mislead a party to obtain a financial benefit or to avoid obligation is prohibited.

  7. Intimidation

    8. Any act by the Personnel to create fear or any other acts with the intent to prevent another employee from performing his duties to act against the standards and principles set by the Company is prohibited.

4. TRAINING & COMMUNICATIONS
  1. Training

    2. All Personnel are required to complete and undertake all relevant training relating to anti- bribery and anti-corruption. Any failure of not attending such training will impact the individual’s performance review and/or disciplinary action including dismissal.

  2. Communications

    3. Policies and procedures are made available for access through the Company’s website at (www.irga.ag)

    Every Personnel will be provided this Policy through a ‘PDF’ copy electronically, and new personnel will be given a copy as part of the terms of employment.

    Every outsourced contractor will have to abide by the Company’s ABC Policy through the terms and conditions of their contract.

5. DUE DILIGENCE

Due diligence should be conducted on all third parties including vendors, services providers, contractors, dealers, and agent who have business transactions with the Company. The scope of the due diligence investigation should include at least desk-top search including background checks. Due diligence investigation should be conducted prior to entering into any contractual relationship and as and when required.

6. RECORD KEEPING, MONITORING AND AUDIT

Adequate guidelines for reporting should be formulated to provide a record for audit trail and control. Such records and internal control systems will prevent the occurrence of bribery and corrupt practices. This would include but not limited to reporting on gifts, donations and sponsorships, in line with the Standards of this Policy in Section 3.

7. AUTHORISED CHANNEL

In accordance with the Whistleblowing (“WB”), Policy, the Company will provide a safe avenue for its Personnel, members of the public and stakeholders to disclose any impropriety via a dedicated channel with protection of confidentiality of the whistle-blower’s identity which is made in good faith and through the authorised channel.

An Authorised Channel is available on IRGA Group’s website and the information as follows:

  1. Contacting the Integrity Officer at integrityofficer@dev.irga.ag; or phone number 603-xxx xxxx; or/and
  2. Submitting the Whistleblowing Form which is downloadable from the website (www.xxx.com) and sent to the email or mail as below:
    • Email : integrityofficer@dev.irga.ag or
    • Mail xxx
8. INVESTIGATION PROCEDURES

The Investigation Procedures is as per the WB Policy.

9. PERIODICAL REVIEW

The Board will review this ABC Policy once every three years and if deemed necessary, may amend this Policy from time to time to improve its effectiveness at combatting bribery and corruption.

GLOSSARY : DEFINITIONS
  1. “Adequate Procedures” means the standards of procedures as per the prescribed by the MACC Act Section 17A (5) on Anti-Corruption Policy.
  2. “Benefit” means any advantage that may be considered of value that constitute or derive from funds or assets belonging to IRGA or to third parties.
  3. “Bribe” (“Gratification”) means money, donation, gift, any valuable thing of any kind, any forbearance to demand any money or money’s worth or valuable thing, any other service or favour of any kind, or any offer, undertaking or promise of any such gratifications.
  4. “Business Associates” means all third parties which includes actual and potential clients, customers, vendors, agents, consultants, outsourced personnel and other representatives who perform services for and on behalf of the Company. This also includes any legal or natural person that has a business relationship with the Company.
  5. “Business Transaction” means the business dealings entered into between IRGA Group with any third parties including but not limited to tenders, quotations, contracts, letter of awards and purchase orders.
  6. “Company” or “IRGA” or “IRGA Group” means IRGA Berhad and its subsidiaries.
  7. “Corruption” means the act of giving or receiving of any gratification or bribe in the form of cash or in-kind for performing a task in relation to his/her job description.
  8. “Conflicts of Interest” means the situation in which commercial, economical, familial, political, or personal interests may interfere with the decision-making capacity of individuals during the performance of their duties for IRGA.
  9. “Due Diligence” means the assessment of the risk to specific operations, projects, activities of personnel and business associates and in relation corruption and bribery.
  10. “Personnel” means the Board of Directors of IRGA Group, all employees and individuals working for IRGA Group at all levels whether full time, part-time, contract or temporary;
  11. “Entertainment” means the provision of recreation or provision of accommodation, travel arrangement in relation to the purpose of facilitating recreation (with or without consideration) made in the promotion of any trade or Business Transactions.
  12. “Facilitation Payments” means unofficial payments, made in order to expedite, favour, or ensure routine activities of third parties that has a business relationship with IRGA Group.
  13. “Improper Conduct” means any conduct that may adversely affect the Company’s performance or reputation with the intention of obtaining an unauthorised personal benefit. Below are the examples of improper conduct, but not limited to:
    • Bribery and corruption acts.
    • Financial malpractice or fraud.
    • Failure to comply with a legal or regulatory obligations.
    • Serious Health and safety issues not addressed.
    • Serious Environmental matter of concern not addressed.
    • Criminal activity and illegal practices.
    • Sexual or physical abuse.
    • Serious conflict of interest without disclosure.
    • Any other serious matters which may cause financial or non-financial loss to the Company or damage to the Company’s reputation.
    • Attempting to concealment of any of the above.
  14. “MACC” Act means the Malaysian Anti-Corruption Commission Act 2009 (including its amendments).
  15. “Whistleblower” means the Personnel, Business Associates, shareholders or public who makes the disclosure through a dedicated Authorised Channel as defined in the Whistleblowing Policy of any wrongdoing activity within the Company, which he reasonably believes and have sufficient grounds of concern of an improper conduct.