Code of Conduct and Ethics for Business Associates

PPB Group Berhad (“PPBHO”) and its subsidiaries (“the Group”) are committed to conducting our business in a fair, open, honest, and transparent manner. The Group hereby affirm its commitment to sustainability within its business operations and aims to adhere and uphold the highest ethical, social, and environmental standards.

The Group recognises the significant role that third parties working with or acting on behalf of the Group (“Business Associates”)1 play in our overall success. Consequently, the Group strives to conduct business with organisations and individuals who share our commitment to high ethical standards and operate in a socially and environmentally responsible manner.

To reinforce the standards we are committed to upholding, the Group has established this Code of Conduct and Ethics for Business Associates (“Code”) which is based on several key frameworks, including Bursa Malaysia Sustainability Reporting Guide, Global Reporting Initiative Standards, Guidelines on Adequate Procedures pursuant to Sub-section 5 of Section 17A of the Malaysian Anti-Corruption Commission Act 2009, the principles of the United Nations Global Compact, as well as our own principles, values and standards.

This Code delineates the minimum requirements that our Business Associates must comply with when conducting business with, or on behalf of the Group. All Business Associates are required to acknowledge their acceptance of this Code by signing the Declaration Statement of this Code.

This Code applies to the Group’s Business Associates in countries which the Group operates.

Additionally, Business Associates have an obligation to ensure that their Representatives2 when conducting business with, or on behalf of the Group, comprehend and adhere to this Code. Where appropriate, Business Associates shall undertake appropriate due diligence measures on their own business counterparts to uphold the standards outlined in this Code.

1. Compliance
   

   1. Compliance to the law constitutes the cornerstone upon which the Group’s ethical standards are established. The Group is committed to conducting its businesses in compliance with both local and international laws, rules, and regulations, as well as industry standards, in all jurisdictions the Group operates. This includes but is not limited to compliance with laws, rules and regulations pertaining to money laundering, bribery and corruption, competition, international trade, privacy or personal data protection, human rights, child protection and labour, occupational safety and health, Bursa Malaysia’s Main Market Listing Requirements, among others.

   2. Business Associates are required to comply with all applicable laws, rules, and regulations (to the extent permitted by local laws), as well as industry standards, in all the business transactions conducted with the Group, or on behalf of the Group. They are also required to adhere to the Group’s policies and procedures issued pursuant to such laws, rules, or regulations.

   3. In the event where there is a discrepancy between the Code and applicable laws or other relevant standards, Business Associates must adhere with the more stringent requirements.

2. Licenses and permits
   

   Business Associates must ensure that they have in place and/or obtained valid licenses and permits as required when conducting business with, or on behalf of the Group.

3. Conflict of Interest
   

   1. Conflict of interest is a situation where one party’s personal interest conflicts with its professional or legal obligations. The same may occur in a business transaction between Business Associates and the Group’s directors or employees. As such, Business Associates must avoid all conflicts of interest that may adversely influence business relationships.

   2. Business Associates are required to declare all actual, potential, and perceived conflict of interests when dealing with the Group. A declaration should be made using the prescribed form:

      1. during the onboarding process as a new Business Associate.
      2. during the renewal of the relationship, i.e. renewal of contract.
      3. as soon as they become aware of any changes to their current interests.

      Declarations should be made either to the Procurement Department, or the Group's employee handling the procurement.

4. Conduct business ethically and with integrity
   
   1. The Group has a zero-tolerance approach to all forms of bribery and corruption. Business Associates are required to conduct all their business dealings with, or on behalf of the Group, ethically and with integrity.
   2. Business Associates must not, either directly or indirectly, corruptly offer, grant, promise, request or accept anything of value made to a public official or to a private sector employee, with the intention to influence that person’s behaviour and obtain an improper advantage in the conduct of business with, or on behalf of the Group. This prohibition includes facilitation payments.
   3. Business Associates must have adequate anti-bribery and corruption controls in place. This includes but is not limited to compliance with the Guidelines on Adequate Procedures pursuant to subsection (5) of Section 17A of the Malaysian Anti-Corruption Commission Act 2009, and other relevant anti-corruption laws in jurisdictions where the Group and Business Associates operate.
   4. Business Associates who deal with regulators and government agencies when acting on behalf of the Group are expected to comply with the Group’s procedures, including the notification and where applicable, to obtain the necessary approvals before engaging the regulators and government agencies.
   5. Failure to adhere to this requirement may cause the contract or transaction to be terminated and the Business Associate may potentially be blacklisted from future dealings with the Group. Furthermore, the Group reserves the right to institute a civil action against the Business Associate to seek remediation or report such breach or non-compliance to the police or other relevant authorities.
   6. For more information, please refer to the Group’s Anti-Bribery and Corruption Policy and Procedures available on PPBHO’s website or the respective subsidiaries’ corporate website.
   
   
5. No Gift Policy
   

   1. The Group has adopted a “No Gift Policy” whereby, the Group’s directors and employees, together with their family members are prohibited from, directly or indirectly, receiving gifts in any form in their dealings with third parties such as stakeholders, customers (including potential customers), partners and vendors, subject only to certain narrow exceptions.

   2. Certain exceptions to the No Gift Policy are as follows:

      1. Exchange of gifts at the company-to-company level, e.g. gifts exchanged between companies as part of an official company visit / courtesy call/ signing ceremony/ launch event and thereafter said gift is treated as company property.
      2. Gifts which are given openly and transparently and given to all attendees in relation to a company's official function, such as reasonable door gifts or commemorative gifts.
      3. Corporate gifts of reasonable value normally bearing the company's logo, e.g. t-shirts, pens, diaries, calendars, and other marketing or promotional items, which is part of the branding exercise, that are given at conferences or seminars and is a common practice within its industry/ business environment.
      4. Gifts to or from external parties who have no business dealings with the Group, e.g. gifts to charitable organisations.

   3. It is important for Business Associates to adhere to this requirement as it protects both the Group and Business Associates from the negative perception of giving or receiving bribes.

6. Financial Crimes, Anti-Money Laundering and Anti-Terrorism Financing Laws and Regulations
   

   The Group complies with the financial crime, anti-money laundering and anti-terrorism financing (“AMLATF”) laws in all jurisdictions where it does business. AMLATF laws prohibit the Group from engaging in transactions that involve funds derived from illegal activities, for example, bribery or corruption, or from doing business with any parties who may be involved in or support terrorist activities.

   As such, the Group will conduct business only with reputable parties that are engaged in legitimate business activities, with funds derived from legitimate sources. Business Associates are required to adhere to the Group’s principles on anti-money laundering and must not be involved, whether directly or indirectly, in money laundering activities.

7. Confidentiality, intellectual property and data privacy rules
   

   Business Associates must:

   1. protect and not misuse the intellectual property and confidential information of the Group and its third parties and ensure that the intellectual property and confidential information of the Group or third parties are used solely for the purpose(s) agreed by the relevant parties, and as permitted by law.
   2. only collect, process, disclose or store personal data if it has obtained the relevant consent of the data subject, a legitimate business purpose and in compliance with applicable personal data protection laws.
   3. safeguard the confidentiality of personal data and treat all personal data with integrity. The obligations of confidentiality shall survive the expiration or termination of an agreement or business relationship with the Group.
   4. notify the Group immediately in the event of an actual, suspended or potential data breach and provide all necessary assistance to the Group to meet the Group’s notification obligations under the applicable personal data protection laws.

   The Business Associates further confirms that in respect of the personal data disclosed to the Group, the consent of the data subject has been obtained for the Group to process such personal data for the purposes of or in connection with the Business Associates’ commercial transaction with, or on behalf of the Group.

8. Competition/ Anti-Trust Laws
   

   The Group competes fairly and ethically for business. This means that the Group does not engage in any anti-competitive practices in the conduct of its businesses. The Group does not enter into any form of contract, arrangement, understanding or concerted practices which prevents, restricts, or distorts competition, or engage in any conduct which gives rise to an abuse of a dominant position, in any market or industry in which the Group operates.

   Business Associates shall comply with the competition/ anti-trust laws in the jurisdictions where the Group operates. Any infringement of such laws shall be deemed to be a breach of this Code.

9. International Sanctions and Trade Controls
   

   The Group is subject to international trade laws. Business Associates engaged in the import, export or transfer of goods or the provision of services across national borders on behalf of the Group or its customers, must comply with all applicable laws and/ or company policies pertaining to international trade and/ or financing restrictions, irrespective of their location.

10. Human Rights
    

    The Group is committed to the principles stated in the Universal Declaration of Human Rights. Business Associates are expected to have in place a zero-tolerance policy against discrimination in any form; prohibit the use of child labour, forced labour, and human trafficking in compliance with applicable laws; conform to fair employment conditions; prioritise a safe and healthy workplace; and provide a workplace environment free from violence, harassment, and intimidation and respect the legal and customary rights of local communities and indigenous people.

    Details of the principles are outlined in the Group’s Human Rights Policy set out in PPBHO’s website.

11. Protect the Environment
    

    The Group recognises the intrinsic link between environmental protection and business sustainability. From a broad perspective, environmental protection encompasses climate change actions, biodiversity, and nature conservation and the prevention of adverse environmental impacts. We expect our Business Associates to comply with all applicable statutory and regulatory requirements concerning environmental matters, reduce greenhouse gas emissions, and prioritise waste reduction, reuse, recycling, and recovery over landfill disposal.

    The Group has outlined its Climate Change and Waste Management commitments within the Group’s Climate Change and Waste Management Policies set out in PPBHO’s website. We require our Business Associates to exert corresponding efforts to implement and disseminate these requirements throughout their organisation and supply chain.

12. Compliance, Communication and Training of Representatives
    

    Business Associates are to:

    1. ensure that their Representatives comply with the requirements of this Code.
    2. effectively communicate to all their Representatives the contents and requirements under this Code.
    3. train their Representatives on the requirements of this Code, if necessary.


13. Record Keeping and Audit
    
    
    
    1. Business Associates shall maintain appropriate records to demonstrate compliance with the requirements of the Code.
    2. The Group reserves the right to audit compliance with this Code or to appoint a third party to conduct the audit. Any instances of non-compliance with this Code must be reported to the Group for review and corrective action (as deemed appropriate).

The Group has established whistleblowing channels which all employees and external parties are encouraged to use to report potential or actual ethics, human rights, legal or regulatory violations, including improper or unethical business practices, and there are mechanisms in place to ensure that the person making the report shall do so without fear of intimidation. Business Associates and other stakeholders may report actual or suspected violations of this Code to the Group by sending an email to [email protected].

For more information on the Group’s whistleblowing procedures, please refer to the Whistleblowing Policy and Procedures available on PPBHO’s website or the respective subsidiaries’ corporate website.

The Group reserves the right to terminate its relationship or contract with any Business Associate who breaches or violates the applicable laws, rules, regulations or fails to comply with this Code, or upon discovery of non-compliance, does not commit to a specific plan to achieve compliance. The Group also reserves the right to report such breach, violation or non-compliance with the applicable laws, rules and/or regulations to the relevant authorities or regulators.

Business Associate’s Declaration

As the Group’s Business Associate, we hereby acknowledge the Group’s commitment to conducting its business in a fair, open, honest, transparent, and ethical manner. In consideration for the continuing business relationship, we hereby pledge/ undertake/ agree to the following:

1. We have read, understood and undertake to comply at all times with the Group’s Code of Conduct and Ethics for Business Associates (“Code”), and the Group’s applicable policies, procedures and guidelines (available on the Group’s corporate website or it’s subsidiary’s corporate website), in addition to our obligations/undertakings and/or commitments as set out in any other agreements and/ or relevant binding documents with the Group.
2. We hereby undertake to perform all contractual obligations professionally and ethically.
3. We shall immediately report to the Group of any violation of laws, regulations or this Code.
4. We shall neither conspire nor collude with any other company(ies) or organisation(s) to commit any unlawful act(s) in the conduct of our business(es). We shall not disclose details of the business transaction to any party (save and except to those specifically permitted in the contract and/or agreement entered into with the Group) without prior written consent from the Group.
5. We shall endeavour to not commit any act or omission which may give rise to a conflict of interest when conducting business with or on behalf of the Group. We shall immediately disclose all actual, potential, and perceived conflict of interest with the Group that we become aware of, as and when they arise, even after the date of this declaration, using the prescribed format. We hereby acknowledge that the Group may take action or require us to take any action to eliminate or mitigate any conflict of interest that may arise or has arisen.
6. We understand that the Group (or a third party appointed by the Group), may carry out periodic inspections, audits, checks on our business including visiting premises, interviewing employees, and requesting for documentation, to verify our compliance with the Code.
7. We shall fully cooperate with any inspection, audit, check, investigation, request for further information or requirement for attestation of compliance with this Code and shall provide the Group with reasonable access to our business records, documents, Representatives, and premises where these can be found, which relates to the Group.
8. We shall inform our Representatives of the requirements set forth in this Code and undertake to ensure that they comply with these requirements when conducting business with and on behalf of the Group.
9. Our pledge, undertaking and agreement herein shall continue to have effect notwithstanding any provisions contained in any contract and/or agreement entered with the Group to the contrary and where expressly required in the Code, survive the expiration or termination of any contract and/or agreement entered with the Group or our business transaction with the Group. In the event of inconsistency, the provisions of the Code, the Group’s applicable policies, procedures and guidelines shall take priority and precedence over the provisions contained in any contract and/or agreement entered between us and the Group.

If we are found to be in breach of any of the above, or have undertaken any other unlawful or illegal activities in relation to this business transaction, we agree that:

1. The Group reserves the right to immediately terminate the business transaction and shall not be liable for any consequential losses in any manner whatsoever and/or to compensate or to reimburse us for any losses, claims, monies, demands, cost, damages and/ or expenses paid or incurred by us pursuant to the termination;
2. We shall be blacklisted from participating in the Group’s future business activities; and/ or
3. We shall indemnify, defend and hold harmless the Group, its directors, officers, employees, servants and agents against any actions, demands, proceedings, claims, losses or damages which may be incurred by the Group arising from such breach or from such unlawful or illegal activities.