1. INTRODUCTION

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1.1. Geohan Holding and its subsidiary, Geohan Sdn. Bhd., Geohan Equipment Sdn. Bhd., Geohan Mix Sdn. Bhd. (collectively known as Geohan) adopts this Anti-Bribery Policy, setting out the responsibilities to its subsidiary/ies, directors, employees and business associates of Geohan to committing and upholding zero-tolerance position on bribery and corruption by complying to the Malaysian Anti-Corruption Commission Act 2009 (MACC Act. 2009) and any of its amendments or re-enactments by the relevant authority from time to time.

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1.2. This anti-bribery Policy sets out parameters to prevent the occurrence of bribery and corrupt practices for the Directors, Top Managements, and Employees as well as all business associates of Geohan.

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2. POLICY STATEMENT

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2.1. Geohan is committed to conducting business ethically and honestly and is committed to implementing and enforcing systems to prevent bribery. Geohan has zero tolerance for bribery and corrupt activities. We are committed to ethical transparency, fairness and integrity in all business practices and relationships, wherever we operate.

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2.2. Geohan will continuously uphold all laws relating to anti-bribery and corruption within Malaysia. We are bound by the laws and regulations in Malaysia, including but not limited to the Malaysian Penal Code (revised 1977), the Malaysian Anti-Corruption Act 2009 (revised 2018), and the Malaysian Companies Act 2016.

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2.3. Geohan recognizes that bribery and corruption are punishable by up to ten years of imprisonment and a fine. If Geohan is found to have taken part in any corrupt activities, we may be subjected to heavy punishment, be excluded from tendering for public contracts, and face severe damage to our reputation. It is with this in mind that we commit to prevent bribery and corruption in our business and take our legal responsibilities seriously.

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3. SCOPE OF POLICY

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3.1. This anti-bribery Policy applies to Directors, Top Managements, Managers, Employees, people connected to and Business Associates of Geohan as well as Public officials, Trustees, Board of any regulated body.

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3.2. “Directors” include all independent and non-independent Directors, executives and non- executive Directors of Geohan and shall also include alternate or substitute Directors.

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3.3. “Employees” mean all employees whether temporary, fixed-term, permanent or trainees.

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3.4. “Business Associates” include clients, consultant, contractors, sub-contractors, suppliers, casual workers, agency staff, agents, sponsors, joint-venture partners, investors, business partners and any other person or persons who associate with Geohan.

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3.5. “Office officials, Trustee, Board” include officials of any governments, government’s agencies or any regulatory, statutory or administrative bodies, whether local or foreign”

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3.6. Any business dealings Geohan makes with business associates are subject to clear contractual terms, including specific provisions that require the business associates to comply with bribery and corruption practices relating to the Anti-Bribery and Corruption Act (MACC Act 2009).

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3.7. This Policy is supplemental to and shall be read in conjunction with Geohan’s code of ethics and conduct, whistle blowing Policy and the MACC Act 2009.

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4. DEFINITION OF BRIBERY

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4.1. Bribery refers to the act of offering, giving, promising, asking, agreeing, receiving, accepting, or soliciting something of value or an advantage so to induce or influence an action or decision.

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4.2. Bribery is not limited to the act of offering a bribe. If an individual is on receiving the end of a bribe and they accept it, they are also breaking the law.

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4.3. Bribery is illegal. Directors, Employees and Business Associates must not engage in any form of bribery, whether it be directly, passively (as described above), or through a third party (such as agent or distributor). They must not accept bribes to any degree and if they are uncertain about whether something is a bribe or a gift or act of hospitality, they must seek further advice from the company’s compliance appointed person or Human Resources Department.

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5. GIFT, ENTERTAINMENT, TRAVEL, HOSPITALITY DONATION AND SPONSORSHIP

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5.1. Geohan has adopted a “No Gift” Policy whereby, subject only to specified exceptions, all directors, employees and associates acting for or on behalf of Geohan Group are prohibited from, directly or indirectly receiving and/or providing gifts.

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5.2. Definition of Gifts are as below: -

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• Any gift of cash or cash equivalent. Cash equivalent could be in the form of vouchers, discounts, coupons, shares and commission etc.

• Any gift involving parties engaged in a tender or competitive bidding exercise, purchasing contracts and biddings.

• Any gift that comes with a direct/indirect suggestion, hint, understanding or implication that in return for the donation some expected or desirable outcome as required.

• Any gift that would be illegal or in breach of local corruption laws. The term gift also refers to favours, advantages and preferential treatments as well as any form of entertainment provided to the recipient even if the giver is not physically present.

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5.3. The only allowed type of gift-giving to external parties and receiving from external parties is corporate gifts. Any gift-giving and receiving shall not be used to influence business decisions. “Corporate Gift” means something given from one organisation to another organization or individual. Corporate gifts may also be promotional items given out equally to the general public at events, trade shows and exhibitions as a part of building the Company’s brand. The gifts are given transparently and openly, with the implicit or explicit approval of all parties involved. Corporate gifts normally bear the Company name and logo. Examples of corporate gifts include items such as table calendars, pens, notepads and plagues. Any receiving and giving of corporate gifts must fulfil the following conditions:

 

 

i) The giving and receiving of the gift must be done in an open and transparent manner.​

ii) There must be no expectation of any specific favour or improper advantages from the intended recipients.​

iii) The gifts are limited customary and lawful under the circumstances.​

iv) Such gifts do not have or are perceived to have (by either the giver or the receiver), any effect on actions or decisions.​

v) The independent business judgement of the intended recipients must not be affected.​

vi) There must not be any corrupt/criminal intent involved​

vii) The giving and receiving of the gift and hospitality must be done in an open and transparent manner

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6. CHARITABLE DONATION AND SPONSORSHIP

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6.1. Geohan allows charitable donations and sponsorships for a legitimate reason. General guideline for donations & sponsorship: All donations and sponsorships requests must comply with the following criteria:

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• Contributions are allowed by applicable laws.

• Obtain all necessary internal and external authorisations.

• Be made to establish entities having adequate organisational structures to guarantee the proper administration of the funds.

• Accurately stated in the Company’s accounting books and records.

• Not to be used as a means to cover up an undue payment or bribery.

 

6.2. Specific guidelines for donation and sponsorship

 

6.2.1. Donations

• All donations of any kind must be transparent

• In any instance of charitable giving there must be an accurate receipt or letter of acknowledgement for any donation

 

6.2.2. Sponsorships - check and ensure that sponsorship should:

• Be objective and should not be based solely on personal preference of the Company’s directors, officers and employees.

• Conduct due diligence, especially pertaining to the public activity and background of potential beneficiaries.

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7. ENTERTAINMENT

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7.1. Providing Entertainment

 

• It is a common practice within the business environment to provide entertainment for starting business relationship. Geohan recognises the need to provide reasonable and proportionate entertainment under appropriate circumstances. Our eligible employees are allowed to offer appropriate and proportional entertainment that is legal and reasonable within the scope of their work as part of business networking as well as a measure of goodwill towards the recipients with good judgement.

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• While the act of hospitality through entertainment is a central part of business etiquette, directors and employees are strictly prohibited from providing or offering entertainment with a view to improperly causing undue influence on any party in exchange for some future benefit or result. Any acts of this nature, whether provided directly or indirectly through an intermediary, may be construed as an act of bribery and contrary to the general values and principles of Geohan.

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7.2. Accepting Entertainment

 

• Geohan recognizes that the occasional acceptance of reasonable entertainment provided by the external parties in the normal course of business is important to foster good business relationships.

 

• It is important for employees and directors to exercise proper care and judgement before accepting entertainment offered or provided by a third party. This is not only to safeguard the Company’s reputation, but also to protect employees and directors from allegations of impropriety or undue influence or worse, corruption.

 

• Accepting entertainment such as occasional business meals and attending events as part of usual business networking where the giver is present is acceptable and does not need to be reported. However, if the giver is absent, it is treated as a “Gift” and it must be declared to the Human Resource Department.

 

• All employees and directors are required to comply with the policies and procedures of your Human Resource Department concerning receiving entertainment from third parties.

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8. POLITICAL CONTRIBUTION

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Geohan does not allow to make donations, whether in cash, kind, or by any others, to support any political parties or candidates. We recognise this may be perceived as an attempt to gain an improper business advantage.

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9. FACILITATION PAYMENTS AND KICKBACKS​

 

Geohan does not accept and will not make any form of facilitation payments of any nature. We recognise that facilitation payments are a form of bribery that involves expediting or facilitating the performance of a public official for routine governmental action. We recognise that they tend to be made by low-level officials to secure or speed up the performance of a certain duty or action.

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10. BUSINESS ASSOCIATES

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All business associates (including external providers such as consultants, advisors, and agents) acting on behalf of Geohan are required to comply with this Policy, the Geohan Code of Business Ethics, and all other policies as it relates to them.

 

In circumstances where Geohan retains controlling interest, such as in certain joint venture agreements, business associates are required to adhere to the Anti-Bribery Corruption Policy and Geohan’s Code of Business Ethics. Where Geohan does not have a controlling interest, associates are encouraged to comply with the same.

 

Due diligence should also be carried out with regards to any business associates intending to act on Geohan’s behalf as an agent or in other respective roles, to ensure that the entity is not likely to commit an act of bribery or corruption in the course of its work with Geohan.

 

The extent of the due diligence should be based on bribery and corruption risk assessment. Due diligence may include research through relevant databases, checking for relationships with public officials, self-declaration, and documenting the reasons for choosing one particular Business Associate over another. The results of the due diligence process must be documented, retained for at least seven years and produced on request by the custodian of the process.

 

Geohan shall include standard clauses in all contracts with business associates enabling the Company to terminate the contract in the event that bribery or an act or corruption has proven to have occurred. Additional clauses may also be included for business associates acting on Geohan’s behalf, where a more than minor risk has been identified.

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11. RESPONSIBILITIES OF TOP MANAGEMENT, DIRECTORS AND EMPLOYEES

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Top management, directors and employees of Geohan are required to carry out those responsibilities and comply with the Company’s anti-bribery and corruption Policy. In particular the roles of all directors and employees include the followings:

 

· Familiar with applicable requirements of directions of the Policy and communicate them to subordinates.

· Promptly record all transactions and payments in Geohan’s books and record accurately and with reasonable details.

· Ask the Human Resource department if any questions about this Policy arise or if there is a lack of clarity about the required action in a particular situation.

· Always raise suspicious transactions and other “red flags” (indicators of bribery or corruption) to immediate superiors for guidance in the next course of action.

· Be alert to indications or evidence of possible violations of this Policy.

· Promptly report violations or suspected violations through appropriate channels.

· Attend required anti-bribery and corruption training as required according to position

· Not to misuse their position or Geohan’s name for personal advantage.

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12. CONFLICTS OF INTEREST

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Conflicts of interest arise in situations where there is personal interest that could be considered to have potential interference with objectivity in performing duties or exercising judgement on behalf of the Company. All personnel should avoid situations in which personal interest could conflict with their professional obligations or duties. Personnel must not use their position, official working hours, Company’s resources and assets, or information available to them for personal gain or to the Company’s disadvantage.

 

In situations where a conflict does occur personnel is required to declare the matter as per the Employees Handbook.

 

 

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13. STAFF DECLARATION

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i) All staff of Geohan must read, understand and comply with the information contained within this Policy. A copy of their declaration by the employee shall be documented and retained by the Human Resource Department for the duration of the employees’ employment.

ii) If any employee breaches this Policy or implicated in any bribery and corruption-related incident, Geohan Group reserves the right to impose disciplinary action including termination of employment contract and dismissal.

 

 

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14. ANTI-BRIBERY AND ANTI CORRUPTION COMPLIANCE

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The group’s appointed risk management committee and its members will monitor and maintain an anti-bribery and corruption compliance and review the implementation of this Policy, regularly considering its sustainability, adequacy and effectiveness.

 

The group’s appointed risk management committee and its members shall conduct regular internal control and procedure to identify the bribery and corruption risk that will potentially affect the group.

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15. TRAINING AND AWARENESS

 

Geohan conducts an awareness program for all its personnel on the Company’s position regarding anti- bribery and corruption,integrity and ethics.

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Training shall be provided on a regular basis, in accordance with the level of bribery and corruption risk related to the position. Training should be provided to personnel who are:

A. New to the Company

 

Human Resource Department shall maintain records to identify which Geohan personnel have received training and update the training schedule in conjunction with Anti-Bribery and Corruption Committee.

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16. POLICY VIOLATIONS

 

Adherence to this Policy and Guidelines is critical to the smooth running of the business and is for the common good of Geohan.

 

Geohan prohibits and has zero-tolerance for bribery and corruption in any form. Any employee or associate found guilty of bribery and corruption shall be subject to severe disciplinary action, including dismissal of employment or termination of the contract as the case may be and may also be subject to prosecution under the law of Malaysian Anti-Corruption Commission Act 2009.

 

Official dealings between Geohan and the parties shall be terminated or discontinued if they are found offering, promising, giving or soliciting any bribe or gratification to Geohan Group employees and reports shall be made to Malaysian Anti-Corruption Commission (MACC) for investigation upon approval by Geohan.

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17. PERIODIC REVIEW

 

This Policy will be reviewed as and when required to ensure effectiveness and compliance with the governing legislation and regulatory requirement.

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18. BOARD APPROVAL

 

This Policy was reviewed and approved by the Board of Directors of the Company on 12/12/2024.