ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

 

    1. INTRODUCTION

      • The Silverlake Group (‘Silverlake’) is committed to conduct its business with integrity. In line with this commitment, Silverlake has adopted a zero-tolerance policy against all forms of bribery and corruption. This Anti-Bribery and Anti-Corruption Policy (‘Policy’) aims to set out the parameters to prevent the occurrence of bribery and corrupt practices within Silverlake. The Policy serves to elaborate and supplement the core principles of Silverlake and to provide guidance to Employees concerning how to deal with improper solicitation, bribery and other corrupt activities and issues that may arise during the course of business. This Policy adheres to the Malaysian Anti-Corruption Commission Act 2009 (“MACC Act 2009”) and is guided by the Guidelines Policy on Adequate Procedures issued pursuant to section 17A (5) of the MACC Act 2009.
      • The Policy is intended to apply to all Employees of Silverlake. Silverlake also expects that all Affiliates, joint venture partners, business partners and all contractors, sub-contractors, consultants, agents and representatives who are performing work or services for or on behalf of Silverlake to comply with the relevant parts of this Policy when performing such work or services.
    2. Definitions
      • “Affiliates” means with respect to any person (which for purposes of this definition shall include individuals and all legal entities), any other person directly or indirectly controlling, controlled by, or under common control with such person where “control” means the possession of the power, directly or indirectly, to direct or to cause the direction of the management and policies of a person, whether through ownership of voting securities or equity interests, through common directors, trustees or officers, by contract or otherwise.
      • “Employee(s)” means any person under the employment of Silverlake, including permanent, contractual or temporary employment, and directors along with executives.
      • “Facilitation Payment” shall mean any payments of nominal value made to secure or expedite the performance by a person performing a routine or administrative duty or function.
      • “Gratification” shall have the same meaning as defined in the MACC Act 2009 and may include, but not limited to: (i) money, donation, gift, loan, fee, reward, valuable security, or any items of monetary value; (ii) any property or immovable property of monetary value; (iii) offer of employment or contract, or a lucrative office or position; and (iv) any favours or undertaking or promise which may not be of monetary value.
      • “Gifts” can be in the form of goods or services, including anything that can be of value to the person receiving it, such as vouchers, tickets for any free entertainment purposes.
      • “Public Official” or “Government Official” includes candidates for public office, officials of any political party, and officials of state-owned enterprises.

    3. Scope

      • The “Silverlake Group” includes all entities affiliated through the common major shareholder, Mr. Goh Peng Ooi. For purposes of the Risk Assessment Report dated 30 October 2020 (the “Report”), only 18 entities within the Silverlake Group have been assessed and this policy may not fully represent the needs of the remaining entities within the Silverlake Group not covered by the Report.The policies and principles set out in this Policy are to be adopted by Silverlake, including newly acquired companies from time to time. New companies are allowed three (3) months to adopt or align to this Policy.

    4. Anti-corruption Policy

      • It is the policy of Silverlake that Employees and third parties acting on its behalf are prohibited from offering or paying, soliciting or receiving, directly or indirectly, any bribe to any employee, official, or agent of any government, commercial entity, or individual in connection with the business or activities of Silverlake. A bribe for purposes of this Policy may include any Gratifications and/or Gifts offered or given with the intent to gain any improper advantage for Silverlake, or any Gratifications and/or Gifts received or solicited in exchange for granting an improper advantage on behalf of Silverlake to a third party. No director, Employees, or third party should assume that Silverlake’s interest ever requires otherwise.

    5. Core Principles

      • The core principles of this Policy are as follows:
        • Committing to the values of integrity, transparency, accountability, and good corporate governance.
        • Prevention against corruption and rejection of any form of corrupt practices.
        • Compliance with the law supports anti-corruption initiatives led by the government and the authorities.

    6. Policy Guidelines

        • The following sets out the different contexts which anti-bribery and anti-corruption measures could be applicable. The guidelines set out below shall only serve as a guide and is not meant to be exhaustive. If you require further clarification on matters relating to anti-bribery and anti-corruption measures of Silverlake, please contact your respective Heads of Department.
          • Gifts, entertainment, hospitality and travel
            1. It is the policy of Silverlake to base commercial decisions on commercial criteria. This Policy serves Silverlake’s business interests and fosters constructive relationships with organisations and individuals doing business, or seeking to do business with Silverlake. In many cultures, those constructive relationships may include incidental business gifts and hospitality/entertainment.
            2. All Employees of Silverlake and third parties acting on behalf of Silverlake shall exercise reasonable care and good judgment in each case when deciding whether to gift, or to receive a gift, and to consider the character of the gift or hospitality/entertainment, its purpose, its value, its appearance, the position of the persons providing and receiving the gift or hospitality/entertainment, the business context, reciprocity, and the applicable laws and social norms. Gifts and hospitality/entertainment must not be intended to create an improper advantage for Silverlake.
            3. Where necessary, Employees should consult the relevant head of department/unit head who shall provide advice as to whether such gift or hospitality/entertainment should be accepted considering the business context as a whole. All Employees of Silverlake shall keep in mind the potential conflicts of interests with any third parties, and to maintain the highest degree of integrity and honesty while accepting or gifting gifts and hospitality/entertainment.
            4. In principle, gifts and hospitality/entertainment are only acceptable if:
              • the acceptance of which does not influence your work performance and judgment;
              • the Employee does not feel obliged to return the favour to the offeror; and
              • the Employee can openly discuss the acceptance without reservations, and the acceptance or giving of the gift or hospitality/entertainment are consistent with the Company’s Code of Business Conduct;
              • the value of the gift or hospitality/entertainment are proportionate, having regard to the circumstances under which they are gifted or received.
          • Dealings with Public Officers and Government Officials
            1. Employees shall exercise the utmost caution in dealing with Public Officials and Government Officials, whether in Malaysia or in any other jurisdictions. It should be noted that punishment for corruption and bribery may be more stringent in other jurisdictions.
            2. In dealing with Public Officials and Government Officials, in addition to the guidelines set out above which apply generally to gifts and hospitality/entertainment to all third parties, the Employees are –
              • prohibited from paying for non-business travel and hospitality/entertainment for any Public Officials and Government Officials and/or their families and/or associated persons;
              • required to comply with the local anti-corruption laws; and
              • required to ensure that all documentations pertaining to the gift or hospitality/entertainment are properly recorded and stored.
            3. Any business relationship, gift, or hospitality/entertainment provided to Public Officials and Government Officials are subject to the approval of the respective head of department/unit head and due care and judgment should be exercised by the employee and the head of department/unit head to confirm that there is no conflict of interest. It is unethical and illegal to provide entertainment or benefits in exchange for any present or future benefit or result.
            4. Directors and Employees of Silverlake who are involved with Silverlake’s operations should consult with Silverlake’s Legal and Human Resources department for advice on applicable laws, especially laws regarding corrupt practices under foreign law (e.g. the US Foreign Corrupt Practices Act) and are expected to comply with those laws.
          • Facilitation Payment
            • Employees shall not promise or offer, or agree to give or offer, Facilitation Payments to Public Officials; and at the same time, Employees are not allowed to paying the same. Facilitation payments can be seen as a form of bribery and corruption. In the event that the Employees face a request from Public Officials and/or Government Officials for Facilitation Payments to be made, Silverlake’s Policy shall be communicated to the relevant party. The receipt of such requests shall be immediately reported to the respective heads of department or unit heads.
          • Sponsorships, Donations and Charitable Contributions
            1. Any donations, sponsorships and charitable contributions by Silverlake must be done with the approval of the respective heads of department and unit heads, and the decision shall be made, taking into consideration that such contributions are allowed under the applicable laws, and is not used as a means to cover up an undue payment or bribery. Any sum of donation or contribution shall be accurately stated in Silverlake’s accounting books and records
            2. Examples of red flags which employees should look out for are as follows:
              • The political affiliations of the proposed recipient /organisation or their relatives or associated person(s);
              • The contribution is made on behalf of a, or to a Public Official;
              • There is a risk that Silverlake may be perceived as having an improper advantage;
              • The proposed recipient is based in a high-risk country and/or the request comes from a high-risk country
            3. Employees are expected to exercise good judgment and common sense in assessing the request for sponsorship or donations, and when in doubt, employees should seek further advice from the [Legal Department] to determine the authenticity of such requests.
          • Political Activities/ Contributions
            1. It is the policy of Silverlake to refrain from making contributions to political candidates and political parties, except as permitted by applicable laws and authorized by the Board of Directors.
            2. Silverlake considers that registering and voting, contributing financially to the party or candidate of one’s choice, keeping informed on political matters, serving in civic bodies, and campaigning and office-holding at local, state, and national levels are important rights and responsibilities of the citizens of a democracy.
            3. Employees engaging in political activities are expected to do so as private citizens and not as representatives of Silverlake. Personal, lawful, political contributions and decisions to not make contributions will not influence compensation, job security or opportunities for advancement.
          • Dealings with Third Parties
            1. Silverlake regularly deals with external third parties, including but not limited to customers, suppliers, agents, consultants joint venture partner and intermediaries on business dealings (‘Third Parties’). Silverlake condemns any form of bribery and corruption and all external parties having business dealings with Silverlake shall exercise caution and avoid bribery or corruptive practice which may negatively affect the image of Silverlake.
            2. All Third Parties having a business relationship with Silverlake, shall not offer or provide, direct or indirectly, to the Employees, any form on bribe, gift, reward, consideration, favour or any advantage. Any person who has encountered any offer, or have received any such improper benefits shall immediately report it to the Head of Legal and Human Resources (as provided under Silverlake’s Whistleblowing Policy).
            3. Due Diligence on Third Parties
              In order to ensure that Silverlake maintains its high level of integrity and only carries out business with Third Parties who hold similar values, Employees and directors are encouraged to conduct due diligence to assess the integrity of prospective business counterparties. Employees and directors shall assess accordingly with careful judgment, and not to enter into any business dealings with any Third Parties whom may reasonably be suspected of engaging in any bribery or improper business practices, save and unless the suspicions are investigated and resolved prior to any formal business arrangements.
              All Third Parties shall be made aware of Silverlake’s Standards of Business Conduct, this Policy, and Silverlake’s Whistleblowing Policy.
              All Third Parties shall be subject to ongoing and periodic monitors by Silverlake to ensure ongoing compliance by the business counterparties. If at any point, during the due diligence exercise or in the business dealings, there are conflicts of interest or issues have been raised in respect of suspicion of corrupt practices, Silverlake reserves the right to sufficiently investigate and address the issue before the parties may progress with further engagement of business.
          • Record-keeping
            1. All departments in Silverlake are required to maintain written/digital records which evidence that due diligence has taken place and any risk of corruption identified have been carefully considered and resolved as practicably as possible.
            2. Retention Policy
              As a general rule, departments within Silverlake shall exercise discretion on whether to retain the written/digital records of operational work documents, transactional documents, customer’s identification documents, business correspondence, and security documents for at least 7 years after the termination and/or conclusion of the business relationship to enable Silverlake to comply with any requests from the relevant authorities.
          • Recruitment Policy
            1. The recruitment of employees remains an important aspect of the growth of Silverlake. As such, Silverlake places considerable importance on the background screening of candidates and employees shall be selected based on the approved selection criteria, and to ensure that no element of corruption is involved in the hiring process.
            2. Background checks should be conducted on potential employees to ensure that employees have not been previously convicted of bribery related offences. Potential employees whom would be responsible for managerial positions, with decision-making obligations will be put against an integrity assessment higher than regular employees to ensure that all persons at the management level shares the same core ethical values with Silverlake.

       

       

      Notice to all Third Parties

       

        1. The following anti-corruption and anti-bribery notice is addressed to all contractor/ vendor/ supplier/ solicitors/ agents/ consultants/ joint venture partners/ introducers/ government intermediaries (‘Business Partner’) of the Silverlake Group (‘Silverlake’).
        2. By entering into a contract of service or any type of agreement with Silverlake, you acknowledge that you have been notified of and the need for compliance with Silverlake’s Standards of Business Conduct, Anti-Bribery and Anti-Corruption Policy (‘ABAC Policy’) and its relevant procedures, as well as its Whistleblowing Policy.
        3. As a Business Partner to Silverlake, you are committed to the following anti-corruption principles under Silverlake’s ABAC Policy:
          • Committing to the values of integrity, transparency, accountability and good corporate governance.
          • Prevention against corruption and rejection of any form of corruptive practices.
          • Compliance with the law and support for anti-corruption initiatives led by the government and the authorities.
        4. By accepting to any contracts of service and being a Business Partner with Silverlake, you commit to declare to Silverlake in relation to any past convictions of, or investigations, inquiry or any enforcement proceeding by the relevant authorities for any actual or suspected breach in relation to anti-bribery or anti-corruption regulations, and to report any actual or suspected breach as soon as it is reasonably practicable to Silverlake (where permitted under the law).
        5. Business Partner to promptly inform Silverlake of any breach and/ or alleged/ suspected breach of the requirements and cooperate with Silverlake in any investigation of such breach involving Silverlake’s Employees.
        6. The Business Partner acknowledges that the provisions set out in this notice shall form part of the terms and conditions of our appointment and/ or contract of service.
        7. The Business Partner further acknowledges that Silverlake has the right to suspend or terminate the contract/agreement/ job and disqualify us from tendering for future contracts/ jobs if we were found to have breached the requirements or any other terms and conditions implemented by Silverlake pursuant to the contract/ agreement/ job.

ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

 

    1. INTRODUCTION

      • The Silverlake Group (‘Silverlake’) are committed to a high standard of compliance with accounting, financial reporting, internal controls, corporate governance and auditing requirements and any legislations relating thereto. The operations of Silverlake shall be conducted in a fair, transparent and responsible manner, in compliance with all laws and regulations and by adopting the highest standards of professionalism, honesty, integrity and ethics. In line with this commitment, the Whistleblowing Policy (‘Policy’) aims to provide an avenue for employees and external parties who are aware of a potential malpractice or misconduct to raise concerns and report such matters, in good faith, without fear of reprisal.
      • The key provisions of this Policy have been aligned with the applicable laws and regulations of Malaysia and Singapore, including the Malaysian Anti-Corruption Commission Act 2009, Whistleblower Protection Act 2010, Companies Act 2016, the Malaysian Code on Corporate Governance 2017 and the Singapore Code of Corporate Governance 2018.
    2. DEFINITIONS
      • “Affiliates” means with respect to any person (which for purposes of this definition shall include individuals and all legal entities), any other person directly or indirectly controlling, controlled by, or under common control with such person where “control” means the possession of the power, directly or indirectly, to direct or to cause the direction of the management and policies of a person, whether through ownership of voting securities or equity interests, through common directors, trustees or officers, by contract or otherwise.
      • “Employee(s)” means any person under the employment of Silverlake, including permanent, contractual or temporary employment, and directors along with executives.
      • “Detrimental Action” includes:
        • action causing injury, loss or damage;
        • intimidation or harassment;
        • interference with the lawful employment or livelihood of any person, including discrimination, discharge, demotion, suspension, disadvantage, removal, termination or adverse treatment in relation to a person’s employment, career, profession, trade or business or the taking of disciplinary action; and
        • a threat to take any of the actions referred to in the paragraphs above.
      • “Improper Conduct” means any conduct which if proved, constitutes misconduct pursuant to Silverlake’s Standards of Business Conduct and/or a criminal offence under the relevant laws and regulations. It includes but is not limited to the following:
        • breach of any statutes, laws, regulations or rules applicable to Silverlake;
        • an unlawful act such as fraud, cheating, theft, embezzlement and blackmail;
        • soliciting or accepting bribe or any illegal gratifications;
        • fraud against investors, or the making of fraudulent statements to the Singapore Exchange Securities Trading Limited, members of the investing public and regulatory authorities;
        • any other serious improper matte which may cause financial or non-financial loss to Silverlake, or damage to Silverlake’s reputation;
        • any acts to mislead, deceive, manipulate, coerce or fraudulently influence any internal or external accountant or auditor in connection with the preparation, examination, audit or review of any financial statements or records of Silverlake;
        • forgery or alteration of any document or account belonging to companies within Silverlake;
        • misuse or misappropriation of Silverlake’s funds, securities, supplies, resources or other assets;
        • financial malpractice and impropriety in the handling or reporting of money or financial transactions;
        • profiteering as a result of insider knowledge of Silverlake’s activities;
        • breach of or failure to implement or comply with Silverlake’s Standards of Business Conduct, policies and guidelines;
        • gross mismanagement;
        • abuse of power or authority;
        • serious conflict of interest without disclosure;
        • intentional provision of incorrect information to public bodies;
        • all forms of intimidation and/or harassment; and
        • concealing information about any malpractice or misconduct
      • “Stakeholder” refers to:
          • an Employee;
          • a director of Silverlake;
          • a shareholder of Silverlake;
          • a customer, contractor, agent, consultant or third-party intermediary engaged by Silverlake; and
          • any authorised representative of recognised unions of Employees.
      • “Whistleblower” means any person who makes a disclosure of Improper Conduct to Silverlake

    3. WHO IS COVERED BY THIS POLICY

      • This Policy applies to and covers all reports of Improper Conduct made against any directors, officers, Employees, agents, contractors or subcontractors of Silverlake. It also applies to and covers all reports made against any other individuals acting for and/or representing Silverlake.
      • A report of Improper Conduct may be made by any Employee or any external party who has knowledge that an Improper Conduct has been committed by any directors, officers, Employees, agents, contractors or subcontractors of Silverlake.

    4. OBJECTIVES OF THIS POLICY

      • The main objectives of this Policy are:
        • to deter Improper Conducts and to promote standards of good corporate practices;
        • to guide Employees and members of the general public in communicating instances of actual or suspected Improper Conducts to the appropriate party within Silverlake;
        • to clarify the protection accorded to Whistleblowers against Detrimental Actions, reprisals or victimisation for whistleblowing in good faith; and
        • to establish procedures for handling and managing disclosures of Improper Conduct in an appropriate and timely manner

    5. PROTECTION TO WHISTLEBLOWERS

      • All Employees, Stakeholders or members of the public are eligible to make a disclosure or raise a genuine concern in good faith of the suspected and actual commission of an Improper Conduct. Provided that the Whistleblower is acting in good faith, it does not matter if he or she is mistaken or that he is not able to identify a particular person to which the disclosure relates.
      • The Whistleblower will be accorded complete protection by Silverlake against Detrimental Actions provided that:
        • the disclosure is made in good faith and the Whistleblower has not wilfully made in his disclosure of Improper Conduct a material statement which he knew or believed to be false or did not believe to be true;
        • the Whistleblower has not himself participated in the Improper Conduct reported and/or the disclosure was not made solely or substantially with the motive of avoiding dismissal or other disciplinary actions; and
        • the disclosure is made via the appropriate channel and procedures as stipulated in this Policy.
      • However, Silverlake does not condone frivolous, vexatious, mischievous or malicious allegations. Employee(s) making such allegations will face disciplinary action in accordance with Silverlake’s Disciplinary Procedures.
      • Protection to a Whistleblower conferred under this Policy is not limited or affected in the event that the disclosure of Improper Conduct does not lead to any disciplinary action or prosecution of the person against whom the disclosure of Improper Conduct has been made.

    6. CONFIDENTIALITY

      • Silverlake encourages the Whistleblower to identify himself when raising a concern or providing information. All disclosures received (including the fact that a report has been filed, the place at which the report has been filed, the nature of the alleged Improper Conduct, the identity of the alleged wrongdoer and the identity of the Whistleblower) will be treated with strict confidentiality.
      • Exceptional circumstances under which information provided by the Whistleblower could or would not be treated with strictest confidentiality include:
        • Where Silverlake is under a legal obligation to disclose information provided;
        • Where the information is already in the public domain;
        • Where the information is given on a strictly confidential basis to legal or auditing professionals for the purpose of obtaining professional advice; and
        • Where the information is given to the police or other authorities for criminal investigation.
      • In the event we are faced with a circumstance not covered by the above, and where the Whistleblower’s identity needs to be revealed, we will endeavour to discuss this with the Whistleblower first.

    7. CONCERNS AND INFORMATION PROVIDED ANONYMOUSLY

      • Concerns expressed anonymously are much less persuasive and may hinder investigation work as it is more difficult to look into the matter or to protect the Whistleblower’s position. Accordingly, Silverlake will consider anonymous reports, but concerns expressed or information provided anonymously will be investigated on the basis of their merits.

    8. HOW TO RAISE A CONCERN OR PROVIDE INFORMATION

      Who to Report to:

      • A Whistleblower may make a confidential report of Improper Conduct in writing in the prescribed report form, providing full details of the Improper Conduct. The form shall be emailed directly to the attention of the Risk Management Committee at riskmanagement@silverglobe.com. The Risk Management Committee shall monitor and have general oversight of such reports.
      • Employees may download the prescribed report form from AAMS while external parties may use the link provided on our website in the Corporate Governance section.
      • Concerns or information are preferably raised or provided in writing. Ideally, Silverlake recommends the Whistleblower to be detailed in setting out the background and history of events and the reasons for the concern.
      • If the Whistleblower is not comfortable about writing in, he may meet with the Chief Executive Officer in confidence at a time and location to be determined together.

    9. IMPORTANT POINTS TO NOTE WHEN RAISING A CONCERN OR PROVIDING INFORMATION

      • The earlier the concern is raised the easier it is for Silverlake to take action.
      • Silverlake expects the Whistleblower to provide his concern in good faith and to show to the Risk Management Committee that there are sufficient grounds for his concern.
      • Silverlake also recognises that the Whistleblower may wish to seek advice and be represented by his trade union officer.

    10. HOW Silverlake WILL RESPOND

      • Silverlake assures you that any concern raised or information provided will be investigated. The extent of the investigations will consider the following factors:
        • Severity of the issue raised;
        • Credibility of the concern or information; and
        • Likelihood of confirming the concern or information from attributable sources.
      • Depending on the nature of the concern raised or information provided, the investigation may be led and/or conducted by one or more of these persons or entities:
        • The Risk Management Committee;
        • The external or internal auditor;
        • Forensic professionals; and/or
        • The police or Commercial Affairs Department.
      • Where appropriate, the Risk Management Committee may also appoint an in-house investigations team comprising the relevant stakeholders to undertake the investigation(s). The investigations team shall communicate the findings of the investigation(s) to the Risk Management Committee for their necessary action.
      • The amount of contact between the Whistleblower and the person(s) investigating the concern raised and information provided will be determined by the nature and clarity of the matter reported. Further information provided may be sought from the Whistleblower during the course of the investigation.