1. BACKGROUND
   1. Sime Darby Property CapitaLand (Melawati Mall) Sdn. Bhd. (“SDPCMA”) embraces a strong stance against fraud, bribery and corruption and sets appropriate standards in managing fraud, bribery and corruption risks.
2. DEFINITION OF FRAUD, BRIBERY AND CORRUPTION
   1. Fraud¹ is the use of deception with intention of obtaining an advantage or avoiding an obligation or causing loss to another party. Fraud can be perpetuated by employees, third parties or a collusion between employees and third parties.
   2. Broadly, there are three types of fraud:
      a. Asset Misappropriation
      b. Financial Statement Fraud
      c. Bribery & Corruption
3. LAWS & REGULATIONS
   1. Directors and employees are required to comply with all the applicable laws and regulations in Malaysia such as the Malaysian Anti-Corruption Act 2010, amongst others. (see Annex A)
4. POLICY AGAINST ALL FORMS OF FRAUD, BRIBERY AND CORRUPTION
   1. SDPCMA, its directors and employees are fully committed to conducting business with the highest ethical standards and integrity, and in compliance with all applicable laws and regulatory requirements.
   2. SDPCMA adopt a ‘zero-tolerance’ approach against all forms of FBC.
   3. All Directors and Employees are prohibited from engaging or attempt to engage in any form of FBC either directly or indirectly. SDPCMA will protect any Director or Employee who refuses to take part in any FBC activities and is committed to ensure that there will be no detrimental or retaliatory actions taken against such Director or Employee.
   4. In addition, all Directors and Employees are expected to act with honesty and integrity at all times in their course of work or duties.
5. STRICT PROHIBITION AGAINST ALL FORMS OF BRIBERY AND CORRUPTION
   1. SDPCMA’s directors and employees are strictly prohibited from participating in any acts of bribery and corruption which includes, directly or indirectly:
      a. Offering, promising, giving, accepting or soliciting of an undue advantage of any value (which could be financial or non-financial) as an inducement or reward for a person acting or refraining from acting in relation to the performance of that person’s duties;
      b. Aiding, abetting, attempting or conspiring to commit any acts of bribery or corruption.
   2. Through Intermediaries and Third Parties
      1. SDPCMA prohibits all forms of corrupt payments that are made through any intermediaries, including third parties acting on behalf of SDPCMA as such payments are illegal and will implicate SDPCMA under the corporate liability provision.
   3. Facilitation Payments
      1. Facilitation payments generally refer to payments made directly or indirectly to public or government officials to secure or expedite the performance of a routine or necessary governmental action to which the payer believes he is legally entitled.
      2. Facilitation payment is a form of bribery and is illegal under the laws of Malaysia. Employees are prohibited from making and/or giving of such payment either directly or indirectly through any third party whether for themselves and/or on behalf of SDPCMA.
      3. Employees are required to immediately report to Approving Officer should an offer or request for facilitation payment is received from any third party.
      4. An exception to the above, are facilitation payments made by an employee who genuinely believes his life, limb or liberty would be at risk. However, the employee must report the making of such payments.
   4. Corporate Gifts & Concessionary Offers, Travel & Entertainment

      1. SDPCMA prohibits the giving and accepting of gifts and hospitality to influence business decision. Directors and employees of SDPCMA and their family members(*) are strictly prohibited from giving, offering, soliciting and accepting of gifts, entertainment, travel and hospitality of any kind or value offered by and to current and potential vendors, suppliers, customers, agents, business partners or any other individual or organization (collectively known as third parties) at any time, regardless of the reasons behind the gift.

         (* such gift is deemed provided to the Director or employee as it would not have been normally offered to their relatives if not due to their relationship with the Director and/or Employee).
      2. Should there be a situation or circumstances where Director or Employee received corporate gifts and concessionary offers GET even though it was not solicited:
         Employees:
         (i) Employees are required to disclose and report the receipt of such gifts or concessionary offers to your head of department using the Declaration of Gift Received Form in the Corporate Gifts & Concessionary Offers Policy (“Gifts Policy”).
         (ii) Where possible, return the gift to the sender.
         (iii) If not feasible or practical to return the gift, surrender the gift to the Head of Department, who will consult HR and Approving Officer on the appropriate treatment of the gift.
         Directors:
         i) Directors are required to disclose the receipt of GET to Board Chairman, where the Group Company Secretary will be informed to enable the disclosure to be recorded in the Director’s GET Register.
         ii) Treatment of gift should be dealt with the same manner as far as practical as prescribe for employees’ item (ii) above.
      3. Any unreturned gifts, where practical, shall be donated to a preferred charity identify by SDPCMA.
      4. Any corporate gifts, entertainment and hospitality provided to third party must be in compliance with the Corporate Gifts and Concessionary Offers Policy, which provides guidance over the provision or receipt of business courtesies such as gifts, hospitality and entertainment.
      5. All expenses incurred to provide Corporate Gift, Business travel, Business entertainment and corporate hospitality must be properly documented, transparent, receipted and properly recorded in SDPCMA records.
   5. GET and Corporate Hospitality Provided to Public Officials
      1. Public Officials are individuals currently serving the public office, candidates for public office, officials of any political party and official of state-owned enterprise. SDPCMA is committed to interact and engage with Public Officials in an open and transparent manner and in compliance with applicable laws and regulations
      2. Provision of GET and Corporate Hospitality to Public Officials or their family members may attract the attention of relevant anti-corruption agencies and authorities in most jurisdiction as it can be considered a form of bribe.
      3. Therefore, any GET and Corporate Hospitality involving Public Officials and their family members shall:
         i) Require prior approval by [Approving Officer];
         ii) Not be given in his personal capacity;
         iii) Not be excessive and lavish, where it must commensurate with the official desination of the Public Officials; and Fraud, Bribery & Corruption Policy For SDPCMA Page 6 of 10
         iv) Expenditure should only be as to what is necessary in the undertaking of the duties (travel, accomodation, meal expenses directly associated to the reasonable travel itinerrary).
      4. For avoidance of doubt, the following expenses for public officials are prohibited:
         i) Payment of expenses of family members other than spouse that is required as part of the discharge of the official duties
         ii) Payment of holiday or recreational expenses of the Public Official and their family members.
   6. Sponsorship and Donations
      1. SDPCMA is also committed to be a good corporate citizen in the communities in Malaysia. Through sponsorships and donations, SDPCMA participates in charitable, community and social events that are organised by, or held in collaboration with independent third parties.
      2. Sponsorship can be in the form of contribution in cash, in kind or in services to support an event, activity, person or organization. Donation is the provision of cash or other items of value and usually is made to assist disaster relief, in support of charities that provides for people in need either nationally or internationally.
      3. All sponsorship and donation made by SDPCMA must fully comply with applicable laws and legislation, given through proper channels, are justified and reasonable in value and frequency. The sponsorship or donation is only to be made after making necessary enquires and due diligence to ensure that the actual beneficiary of the sponsorship or donation are not linked to Public Officials or SDPCMA’s customers that can be seen as a way to influence official decision to the benefit of SDPCMA. The sponsorship or donations must not be structured or concealed as any other arrangements to avoid the application of internal approval requirements.
      4. All sponsorship and donation must be approved by Approving Officer or in accordance to the SDPCMA’s Financial Authority Limits and the Gifts Policy.
   7. Political Donation.
      1. Political donation refer to contributions, whether in cash or in kind that is made directly to political parties, political candidates or indirectly to persons or parties connected or associated with them such as charity or otherwise.
      2. SDPCMA does not make any donation to any political recipients as described in paragraph 5.7.1 above.
   8. Dealing with third parties.
      1. SDPCMA is committed to do business with those who comply with applicable legal requirements and whose actions are consistent with SDPCMA’s FBC policies. SDPCMA will not hesitate to take the necessary actions, which include but not limited to termination of the transaction or contract should a third party breach SDPCMA’s FBC policies or any bribery & corruption regulations or legislation.
      2. SDPCMA will ensure its business dealings with third parties willl be conducted impartially, objectively and free from influence inside or outside SDPCMA. All business transaction enter into with third parties will be based on merit, in line with SDPCMA procurement policies and procedures.
6. RECORD KEEPING
   1. Directors and Employees must maintain accurate and complete records of all business transactions and documents relating to reports, disclosures, policies or any document to safeguard SDPCMA against allegation of bribery.
   2. Directors and employees is prohibited from concealing, falsify, alter or distort the true nature of any transaction. This include intentionally making a false or misleading entry in a record, report, file or claim.
7. REPORTING
   1. Directors and Employees must promptly report all incidents of actual or suspected FBC.
   2. Actual or suspected FBC reports can be filed in through SDPCMA’s whistleblowing channels as prescribed in the whistleblowing policy.
   3. The whistleblowing process and mechanism, including the protection afforded to those who raised their concerns in good faith, are outlined in the whistleblowing policy.
8. TRAINING
   1. SDPCMA will provide the necessary training for all Directors, Employees, and where applicable, third parties acting for and/or on behalf of the SDPCMA, to raise awareness and improve knowledge on FBC requirements.
9. CONSEQUENCES FOR NON-COMPLIANCE
   1. SDPCMA takes all reports and incidents of possible violations of this policy seriously, and shall investigate them thoroughly in accordance with the relevant investigation procedures.
   2. Directors and Employees are expected to provide full cooperation during an investigation. SDPCMA will not hestiate to take the necessary action against Directors or Employees who impede, frustrate, conceal or misstate information during an investigation.
   3. Besides potential criminal and civil liabilities involving fines and/or imprisonment, disciplinary and/or legal action will be taken against employees who perpetrate any FBC and/or are found to be in non-compliance with SDPCMA’s policy against FBC. Such FBC or noncompliance could also expose SDPCMA to criminal or civil liabilities and reputational damage.
   4. Disciplinary actions could also be taken against employees who have knowledge of such violations but conceal it from SDPCMA, or who take detrimental or retaliatory actions against other employees who report such non-compliance.
10. POLICY REVIEW
    1. The Policy shall be reviewed where the Policy may be modified, to maintain compliance with applicable laws and regulations or accommodate organizational changes. This review will be carried out by the Board of Directors of SDPCMA, subjected to the approval of the shareholders of SDPCMA.

ANNEX A: SUMMARY OF MALAYSIA’S ANTI-CORRUPTION LAWS (AS AMENDED FROM TIME TO TIME)

• The Malaysian Anti-Corruption Commission Act 2009 (“MACC Act”), which has extra territorial effect, is the primary legislation on anti-corruption in Malaysia. The other relevant laws and guidelines include the Penal Code, the Public Officers (Conduct and Discipline) Regulations 1993 and the Guidelines on Giving and Accepting Gifts in the Civil Service.
• The MACC Act does not make a distinction between private sector bribery and bribery of public officials. The provisions dealing with the offence of accepting gratification and giving and accepting gratification by agent has general application and so they apply to any person regardless of whether the bribery was between two private individuals or whether a public officer was involved. There are, however, also separate offences under the MACC Act dealing with bribery of public officials, both domestic and foreign.
• Further, Section 17A (1) of the Malaysian Anti-Corruption Commission Act (Amendment) Act 2018, makes a commercial organisation2 liable for an offence committed under the MACC by a person associated3 with it. Any commercial organization who commits an offence under Section 17A of the Malaysian Anti-Corruption Commission Act (Amendment) Act 2018, will on conviction be liable to a fine of not less than ten times the sum or value of the gratification, where such gratification is capable of being valued or is of pecuniary nature or one million ringgit, whichever is the higher or to imprisonment for a term not exceeding twenty years or to both. It is a defence to prosecution under Section 17A(3) of the Malaysian Anti-Corruption Commission Act (Amendment) Act 2018, that where a commercial organization commits an offence, a person who is (a) a director, controller, officer or partner; or (b) who is concerned in the management of its affairs, at the time of the commission of the offence, proves that the offence was committed without his consent or connivance and that he had exercised due diligence to prevent the commission of the offence as he ought to have exercised, having regard to the nature of his function in that capacity and to the circumstances. In addition, in Section 17A(4), it is a defence if the commercial organization proves that it had in place adequate procedures to prevent its the persons associated with the commercial organisation from undertaking the conduct in question.
• Under Section 24(1) of MACC, any person who commits an offence under Sections 16, 17, 21, 22 and 23 of the MACC Act will on conviction be liable to imprisonment and a fine.4
• Under Section 24(2) of MACC, any person who commits an offence under Section 18 of the MACC Act will on conviction be liable to a fine5 .