LOUISE HOLDEN CAPITAL MANAGEMENT SDN BHD

ANTI-CORRUPTION AND BRIBERY POLICY

Document for Board Approval

Document Owner	Board of Directors / Compliance Officer
Version	1.0
Effective Date	Upon approval by the Board of Directors
Review Cycle	At least every three (3) years, or earlier where necessary
Status	Controlled Document

1. Introduction

LOUISE HOLDEN CAPITAL MANAGEMENT SDN BHD (“LHCM” or the “Company”) is committed to conducting its business ethically, professionally, fairly and with integrity. LHCM adopts a zero-tolerance approach to bribery and corruption and will comply with all applicable laws and regulatory requirements relating to anti-corruption and bribery, including the Malaysian Anti-Corruption Commission Act 2009 (as amended) (“MACC Act”).

This Policy establishes the Company’s position on corruption and bribery and provides a framework to prevent, detect and respond to corrupt practices in connection with LHCM’s business activities.

2. Purpose and Objectives

The objectives of this Policy are to:

set out LHCM’s position and commitment against bribery and corruption;
set out the responsibilities of the Board of Directors (“Board”), management, employees and relevant business associates in observing and upholding this Policy;
provide practical guidance for recognising and dealing with bribery and corruption risks;
support the Company’s compliance with applicable Malaysian anti-corruption laws and the adequate procedures principles applicable to commercial organisations; and
promote a culture of integrity, transparency, accountability and responsible business conduct.

3. Scope

This Policy applies to all persons working for or on behalf of LHCM, including:

the Board of Directors;
management and officers;
permanent, part-time, contract and temporary employees;
interns, trainees and secondees;
consultants, advisers and professional service providers;
agents, representatives and intermediaries;
contractors and suppliers; and
other business associates or persons acting on behalf of or representing LHCM.

Where appropriate, LHCM will communicate its anti-corruption requirements to customers, suppliers, contractors, agents, advisers and other third parties and may require contractual commitments to comply with applicable anti-corruption requirements.

4. Policy Principles

LHCM will conduct its business honestly and ethically and will not tolerate bribery or corruption in any form.
No person within the scope of this Policy may offer, promise, give, request, agree to receive or accept any gratification or other benefit where the purpose or effect is to improperly influence a decision or obtain an improper business advantage.
LHCM will comply with applicable laws and regulatory requirements. Where this Policy conflicts with mandatory Malaysian law, the applicable law will prevail.
LHCM will maintain appropriate controls, records, training and reporting mechanisms to reduce corruption risks.
Employees and business associates are expected to raise concerns promptly and in good faith where they suspect bribery, corruption or a breach of this Policy.

5. Definitions

5.1 Bribery

Bribery means offering, promising, giving, requesting, agreeing to receive or accepting something of value with the intention of improperly influencing a person’s actions or decisions or obtaining or retaining an improper business advantage.

5.2 Corruption

Corruption refers to the misuse of entrusted power, position or influence for private or improper benefit, including conduct involving the giving or receiving of gratification for an improper purpose.

5.3 Facilitation Payment

A facilitation payment is a small unofficial payment or benefit intended to secure or expedite a routine governmental or administrative action. LHCM prohibits facilitation payments.

5.4 Kickback

A kickback is the return or provision of money, benefit or other value to a person as a reward or inducement for awarding, obtaining or furthering business or another improper advantage.

5.5 Gratification

For purposes of this Policy, “gratification” is interpreted consistently with the applicable Malaysian anti-corruption laws and may include money, gifts, loans, fees, rewards, valuable securities, property or interests in property, financial benefits, employment or contracts, discounts, commissions, rebates, bonuses, services, favours, forbearance and offers or promises of such benefits.

6. Prohibited Conduct

LHCM prohibits the following conduct, whether carried out directly or indirectly through a third party:

offering or giving a bribe or improper benefit;
requesting, soliciting, receiving or accepting a bribe or improper benefit;
authorising or facilitating a bribe or improper payment;
making or accepting facilitation payments;
giving or receiving kickbacks;
using gifts, entertainment, hospitality, donations or other benefits to improperly influence a decision;
creating or maintaining off-book accounts or records to facilitate or conceal improper payments; and
using agents, intermediaries, consultants, suppliers or other third parties to do something that LHCM personnel are prohibited from doing themselves.

7. Gifts, Entertainment and Hospitality

LHCM recognises that reasonable business gifts, meals and hospitality may occur in legitimate business settings. However, all such benefits must be lawful, reasonable, infrequent, transparent and appropriate to the circumstances, and must never be offered or accepted to influence a decision or obtain an unfair advantage.

7.1 General Requirements

Personnel must not solicit gifts, entertainment, hospitality or personal favours from persons or organisations with which LHCM does business or may do business.
Benefits must not create, or appear to create, an obligation, conflict of interest or improper influence.
Cash and cash equivalents must not be offered or accepted as gifts.
Benefits involving public officials or persons performing public functions require heightened caution and, where appropriate, prior Compliance approval.
Where a benefit is inappropriate, the recipient should decline it where reasonably practicable.

7.2 Declaration Threshold

Any gift or business entertainment valued at RM500 or above, whether as a single item or accumulated value, should be declared using the Company’s Gifts and Entertainment Declaration Form and submitted to the Compliance Officer or designated function for review.

Where a gift cannot reasonably be refused because refusal would be impractical or materially offensive in the circumstances, the recipient should disclose it promptly. The Company may determine that the gift is retained for the Company, shared among personnel, returned, donated or otherwise handled appropriately.

7.3 Entertainment

Ordinary working meals, official meetings, seminars, opening ceremonies and similar legitimate business events may be acceptable where reasonable and properly connected to business. Entertainment should not include paid holidays, inappropriate personal benefits or invitations where the circumstances create a significant risk of improper influence.

8. Facilitation Payments and Kickbacks

LHCM does not make, and will not accept, facilitation payments or kickbacks of any kind.

Any person who is asked to make an improper payment, receives a request for a kickback, or has concerns regarding a payment made on behalf of LHCM must promptly report the matter through the reporting channels in this Policy. Personnel should not place themselves at unreasonable personal risk; where an immediate threat is involved, safety should be prioritised and the matter reported as soon as practicable.

9. Donations, Sponsorships and Political Contributions

Any charitable donation, sponsorship or community contribution made by LHCM must be made in good faith, for a legitimate purpose, properly approved, transparent and compliant with applicable law and Company procedures.

LHCM will not use Company funds, services, property, facilities or employee time for political contributions or political activities unless expressly permitted by applicable law and formally approved through the Company’s governance process.

Personal political contributions by employees are personal matters and must not be reimbursed by LHCM or represented as Company contributions.

10. Procurement and Third-Party Management

Supplier, consultant, agent and other third-party selection must be based on legitimate business criteria and must never be influenced by gifts, hospitality, payments or personal relationships.

Due diligence should be conducted before entering into relationships with relevant third parties, proportionate to the corruption risk.
Due diligence may include background checks, document verification, ownership and relationship checks, references and interviews where appropriate.
Contracts with higher-risk third parties should include appropriate anti-corruption obligations where practicable.
Tender and procurement processes should be fair, documented and subject to appropriate internal controls.
Payments to third parties must be commercially reasonable, properly documented and made through appropriate channels.
No third party may be used to circumvent this Policy or applicable anti-corruption laws.

11. Conflicts of Interest

Personnel must disclose actual, potential or perceived conflicts of interest that could affect, or appear to affect, their impartiality in business decisions. Particular care is required where personal relationships, financial interests, gifts or hospitality could influence procurement, investment, hiring, contracting or other Company decisions.

12. Financial Controls and Record-Keeping

LHCM will maintain financial records and internal controls sufficient to evidence the legitimate business purpose of payments and expenses.
All invoices, receipts, expense claims, contracts, approvals and related records must be accurate, complete and maintained in accordance with Company requirements.
No off-book account, false entry, misleading description or undisclosed fund may be created or maintained to facilitate or conceal an improper payment.
Expenses relating to gifts, hospitality or entertainment must be submitted in accordance with applicable Company procedures and supported by appropriate documentation.

13. Risk Assessment and Control Measures

LHCM will conduct corruption risk assessments periodically and when material changes occur in law, business activities, organisational structure or operating circumstances. Risk assessments should identify, analyse, assess and prioritise corruption risks and inform appropriate controls.

A comprehensive assessment should be conducted at least every three (3) years, with interim or targeted assessments where necessary. Areas for consideration may include weaknesses in governance or internal procedures, financial transactions that could disguise improper payments, higher-risk business activities and relationships with external parties.

14. Top-Level Commitment and Governance

The Board has overall oversight of this Policy and is responsible for promoting a culture of integrity and accountability.
Management is responsible for implementing this Policy within their areas of responsibility.
The Compliance Officer or designated compliance function acts as the custodian of the Policy and provides advice, guidance and oversight on anti-corruption matters.
Adequate resources should be provided for anti-corruption compliance activities, including risk assessment, training, monitoring and reporting.
Significant compliance findings, risk assessment results, control weaknesses and remediation actions should be reported to the Board or appropriate Board committee.

15. Training and Communication

Relevant personnel will be informed of this Policy and the Company’s reporting channels.
Personnel operating in higher-risk areas will receive appropriate and regular anti-corruption training.
Training may include induction, role-specific training and online or in-person programmes.
LHCM’s anti-corruption requirements should be communicated to relevant suppliers, contractors, agents, consultants and other business associates at the commencement of the relationship and as appropriate thereafter.
An annual declaration or acknowledgement may be required to confirm personnel awareness of the Company’s anti-bribery and corruption requirements.

16. Reporting and Whistleblowing

LHCM encourages employees, business associates and other stakeholders to report suspected or actual bribery, corruption, fraud, conflicts of interest or other breaches of this Policy.

Reports should be made through the Company’s designated whistleblowing or compliance reporting channel. Where a dedicated reporting email or hotline is established, the current contact details should be maintained in the Company’s controlled copy of this Policy and related procedures.

Reports will be handled confidentially to the extent reasonably practicable and in accordance with applicable law and the Company’s whistleblowing procedures.

17. Protection Against Retaliation

LHCM aims to support individuals who raise genuine concerns in good faith, even where the concern is subsequently found to be mistaken. Retaliation, intimidation or adverse treatment against a person who makes a good-faith report or refuses to participate in prohibited conduct is not acceptable and may result in disciplinary action, subject to applicable law and due process.

18. Investigation and Disciplinary Action

Allegations or reports concerning potential breaches will be assessed and, where appropriate, investigated by authorised personnel. Findings will be handled in accordance with applicable law, Company procedures and principles of confidentiality and fairness.

A breach of this Policy may result in disciplinary action, up to and including termination of employment or engagement, subject to applicable law and the Company’s procedures. Where appropriate, matters may also be referred to the relevant enforcement or regulatory authorities.

19. Monitoring, Audit and Review

LHCM will periodically monitor the effectiveness of its anti-corruption controls and procedures.
Internal reviews or audits may be conducted to assess compliance and identify weaknesses or improvement opportunities.
The Compliance Officer and management should track material findings and ensure appropriate corrective actions are implemented.
This Policy will be reviewed at least every three (3) years or earlier where required by changes in law, regulation, business activities, risk profile or organisational circumstances.

20. Responsibilities

Role	Key Responsibility
Board of Directors	Overall oversight, approval of the Policy, promotion of integrity and review of significant anti-corruption risks and findings.
Management	Implement the Policy, maintain effective controls and ensure personnel understand and comply with requirements.
Compliance Officer / designated function	Custody of the Policy; advice and guidance; risk, training, monitoring, reporting and coordination of compliance activities.
Employees and workers	Understand and comply with the Policy, avoid prohibited conduct, disclose conflicts and promptly report concerns.
Business associates / third parties	Comply with contractual and applicable anti-corruption requirements and cooperate with reasonable due diligence and monitoring.

21. Approval and Validity

This Policy becomes effective upon approval by the Board of Directors of LOUISE HOLDEN CAPITAL MANAGEMENT SDN BHD and remains in force until amended or replaced.

Appendix A – Practical Red Flags

The following circumstances may indicate elevated bribery or corruption risk and should be referred to Compliance or management:

a request for payment in cash or to a personal account without a clear legitimate basis;
a request for an unusually large commission, discount, rebate or success fee;
a request for payment through an intermediary who has not been subject to appropriate due diligence;
a demand for gifts, hospitality, employment or other benefits as a condition of obtaining or retaining business;
unusual urgency or secrecy around a payment, contract or procurement decision;
incomplete, inconsistent or suspicious supporting documentation;
a request to create or use an off-book account or to describe a payment inaccurately;
a supplier, agent or other third party refusing reasonable anti-corruption due diligence or contractual safeguards; or
any other circumstance in which a benefit or payment appears intended to improperly influence a decision.

Appendix B – Declaration Record

Where required under this Policy, the following information should be recorded in the Company’s Gifts and Entertainment Declaration Form or other approved register:

name and department of recipient/giver;
date and description of the gift, entertainment or hospitality;
name and organisation of the external party;
estimated value and currency;
business purpose and circumstances;
whether the external party is a public official or connected to a public official, where relevant;
approval / Compliance review; and
disposition or action taken.

Document Approval

Approval	Name / Designation	Signature / Date
Prepared / Reviewed
Compliance / Management Approval
Board of Directors Approval