Anti-Corruption & Anti-Bribery Policy

1. Objective

Mikro Msc Berhad (“Mikro”/Company) takes zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all our business dealings and relationships, wherever we operate, and to implementing and enforcing effective systems to counter bribery. The purpose of this policy is to set out responsibilities of the management and those working for Mikro, in observing and upholding the company’s position on bribery and corruption and to provide information and guidance to those working for Mikro on how to recognise and deal with bribery and corruption issues.

2. Definition

Bribery is an offer of receipt of any gift, loan, fee, reward or other advantage to or from any person as an inducement to do something which is dishonest, illegal or a breach of trust.

3. Applicability

This policy applies to all individuals working for the Company anywhere in the world and at all levels and grades, including but not limited to senior managers, officers, directors, employees (whether regular, fixed-term or temporary), consultants, contractors, trainees, seconded staff, casual-workers and agency staff, volunteers, interns, sponsor, or any other person associated with us or any of our subsidiaries or their employees wherever located.

In this Policy, “Third party(ies)” means any individual or organisation, who/ which come into contact with Mikro or transact with Mikro and also includes actual potential clients, suppliers, business contacts, consultants, intermediaries, representatives, subcontractors, agents, advisers, joint ventures and government & public bodies (including their advisers, representatives and officials, politicians and political parties).

4. Policy Details

A bribe is an inducement, payment, reward or advantage offered, promised or provided to any person in order to gain any commercial, contractual, regulatory or personal advantage. It is illegal to directly or indirectly offer a bribe or receive a bribe. It is also a separate offence to bribe a government/ public official. “Government/ public official” includes officials, whether elected or appointed, who hold a legislative, administrative or judicial position of any kind in a country or territory.

A bribe may be anything of value and not just money, gifts, inside information, sexual or other favours, corporate hospitality or entertainment, offering employment to a relative, payment or reimbursement of travel expenses, charitable donation or social contribution, abuse of function and can pass directly or through a third party. Corruption includes wrongdoing on the part of an authority or those in power through means that are illegitimate, immoral or incompatible with ethical standards. Corruption often results from patronage and is associated with bribery.

Examples of bribery:

i) Offering a bribe - Antony, an employee of XYZ Company, offers a potential client, tickets to a major sporting event, but only if they agree to do business with XYZ Company. This would be an offence as Antony is making an offer to gain a commercial advantage. It may also be an offence for the potential client to accept Antony’s offer. Providing clients with hospitality is acceptable, provided the requirements, set out in section titled “Gifts and hospitality” are followed.

ii) Receiving a bribe – Arjun works in the Supply Chain Management Department in Zen Automobiles. A regular supplier offers a job for Arjun’s cousin, but makes it clear, that in return they expect Arjun to use his influence to ensure Zen Automobiles continues to do business with the supplier.

iii) Bribing a government official Imran from Finance is asked to arrange for payment to be made to a customs official to speed up the administrative process of clearing our goods through customs.

5. Gifts and Hospitality

This policy does not prohibit normal, reasonable, appropriate, modest and bona fide corporate hospitality (given and received) to or from third parties if its purpose is to improve our company image, present our products and services, or establish cordial relations. Associates must also decline any invitation or offer of hospitality or entertainment when made with the actual or apparent intent to influence their decisions.

Gifts can occasionally be offered to celebrate special occasions (for example religious holidays or the birth of a child) provided such gifts are moderate in value, occasional, appropriate, totally unconditional, and in-fitting with local business practices. No gift should be given or accepted if it could reasonably be seen improperly to influence the decision-making of the recipient. In addition some types of gifts will clearly never be acceptable including gifts that are illegal or unethical, or involve cash or cash equivalent (e.g. loans, stock options, etc). Furthermore, by way of non- exhaustive example, the use of a customer's holiday home, or an invitation to his/her family to join him on a foreign business trip, or the extension of a trip at the customer's expense to include a holiday etc, are at all times unacceptable, and associates should not in any way indulge in such practices.

The No Gift Policy is to be used in conjunction with this Anti-Corruption and Anti-Bribery policy.

6. What is not Acceptable

It is not acceptable to:

i) Give, promise to give, or offer, a payment, gift or hospitality to secure an improper business advantage or to reward a business advantage already given;

ii) Give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to "facilitate", expedite or reward a routine or other procedure;

iii) Accept payment from a third party knowing or suspecting it is offered with the expectation that it will obtain a business advantage for them;

iv) Induce another individual or associate to indulge in any of the acts or omissions mentioned in item 5 above;

v) Threaten or retaliate against another associate who has refused to commit a bribery offence or who has raised concerns under this policy; or

vi) Engage in any activity that might lead to a breach of this policy.

7. Charitable Donations

As part of its corporate social activities, Mikro may support local charities or provide sponsorship, for example, to sporting or cultural events. We only make charitable donations that are legal and ethical under local laws and practices and also within the corporate governance framework of the organization.

8. How to raise a concern

Every person, to whom this policy applies too, is encouraged to raise their concerns about any bribery issue or suspicion of malpractice at the earliest possible stage. If he/she is unsure whether a particular act constitutes bribery or corruption or if he/she has any other queries, these should be raised with their respective Manager and/or the Whistleblower contact personnel.

9. Policy Review

This Policy shall be reviewed periodically to ensure that it continues to remain relevant and appropriate.