Anti-Bribery & Corruption Policy

1. Purpose and commitment

TAPiO Management Advisory Sdn. Bhd. is committed to conducting business with integrity, transparency and professional independence. Bribery and corruption are incompatible with those commitments and are prohibited in every market in which we operate.

We do not offer, promise, give, request, agree to receive or accept a bribe, kickback or improper advantage. We do not authorise another person to do so on our behalf.

2. Scope

This Policy applies to TAPiO’s directors, officers, employees and interns. It also applies, to the extent relevant to their work for TAPiO, to consultants, contractors, agents, introducers, representatives and other persons performing services for or on behalf of TAPiO (collectively, Associated Persons).

Business partners are expected to act consistently with applicable anti-bribery law and the principles relevant to their relationship with TAPiO.

3. Legal and governance framework

This Policy is designed to support compliance with the Malaysian Anti-Corruption Commission Act 2009, including the corporate-liability framework under section 17A, and other anti-bribery laws that may apply to a particular transaction, person or engagement.

Our anti-bribery controls are intended to be proportionate to TAPiO’s size, activities and risk profile and are informed by Malaysia’s adequate-procedures principles: Top-Level Commitment, Risk Assessment, Undertake Control Measures, Systematic Review, Monitoring and Enforcement, and Training and Communication (T.R.U.S.T.).

This Policy does not state or imply that TAPiO holds ISO 37001 or any other anti-bribery certification unless TAPiO expressly confirms such certification separately.

4. Prohibited conduct

No person acting for or on behalf of TAPiO may directly or indirectly:

• offer, promise, give, authorise, request or accept money, gifts, hospitality, employment, services, discounts, commissions, favours or anything else of value in order to improperly influence a decision or secure an improper advantage;
• pay or receive a kickback, secret commission or undisclosed personal benefit;
• use an agent, consultant, intermediary, family member, supplier, client or other third party to do something that TAPiO could not properly do itself;
• make a payment knowing or reasonably suspecting that all or part of it will be passed to another person as a bribe;
• conceal an improper payment through false invoices, inflated fees, sham services, miscellaneous expenses or inaccurate accounting;
• retaliate against a person who raises a genuine concern or refuses to participate in improper conduct; or
• ignore warning signs because a transaction is commercially attractive or time-sensitive.

5. Public officials and government interactions

TAPiO regularly engages with public authorities and institutional stakeholders as part of legitimate advisory, market-entry and government-relations work. Such access and relationships must never be used to obtain an improper advantage.

Interactions with public officials must have a legitimate business purpose, be professional, transparent and lawful, and avoid any benefit that could reasonably be perceived as intended to influence an official act. Particular care is required during tenders, licensing, approvals, inspections, grants, incentives, procurement, regulatory matters and other decision-making processes.

The term public official is interpreted broadly and includes persons holding legislative, administrative, judicial, public-agency, state-owned enterprise or similar public functions, as well as candidates and political-party officials where relevant under applicable law.

6. Facilitation payments and duress

TAPiO prohibits facilitation or “grease” payments made to obtain or speed up a routine action to which a person is already entitled, unless a payment is an official, published fee lawfully payable to the relevant authority.

If a payment is demanded under an immediate and credible threat to health, safety or liberty, personal safety comes first. Any payment made under such duress must be reported promptly and recorded accurately so that appropriate follow-up can occur.

7. Gifts, hospitality and travel

Reasonable business courtesies can support legitimate professional relationships, but they must never be used to influence a decision improperly.

Gifts, meals, hospitality, travel or accommodation offered or accepted in connection with TAPiO business must be:

• lawful, bona fide and connected to a legitimate business purpose;
• reasonable and proportionate in value and frequency;
• transparent and capable of being recorded accurately;
• not cash or a cash equivalent, except authorised reimbursement of legitimate documented expenses;
• not requested by the recipient as a condition for performing a duty;
• not offered or accepted when it could reasonably compromise, or appear to compromise, an ongoing tender, procurement, approval or other decision; and
• subject to any client, public-sector or internal approval rules applicable to the recipient.

Where there is doubt, the courtesy should be declined or approved in advance by management. TAPiO should maintain a proportionate gifts and hospitality record for items that require approval or may reasonably raise a perception issue.

8. Donations, sponsorships and political activity

Charitable donations and sponsorships must be genuine, documented and not used as a substitute for an improper payment. Appropriate due diligence should be carried out where the recipient, timing or circumstances create a corruption risk.

Any political contribution made in TAPiO’s name or with TAPiO funds requires prior approval by the Board or other authorised governing authority, must be lawful and transparent, and must never be made to obtain or retain business or another improper advantage. Personal political activity must be clearly separated from TAPiO and must not use company resources without authorisation.

9. Third parties, introducers and referral arrangements

Third parties can create anti-bribery risk for TAPiO, particularly where they make introductions, interact with public officials, support market access, seek permits, arrange meetings, receive commissions or operate in higher-risk environments.

Before appointing a material intermediary or other higher-risk Associated Person, TAPiO should apply proportionate due diligence considering identity, ownership, competence, reputation, relationship with decision-makers, proposed services, compensation and warning signs.

Fees, commissions, success fees, referral fees and retainers must correspond to legitimate documented services, be commercially reasonable, be approved at the appropriate level and be paid through transparent channels to the contracting party. Unusual requests for cash, payment to unrelated persons, unexplained offshore accounts, inflated fees or vague services require escalation and may require the engagement to be declined.

Higher-risk arrangements should use written terms requiring compliance with applicable anti-bribery laws and permitting TAPiO to terminate for serious compliance breaches.

10. Procurement and business decisions

Supplier selection, client recommendations and other business decisions must be based on legitimate business criteria. Personal relationships, financial interests, gifts or undisclosed referral benefits must not influence the decision. Conflicts are handled under the Conflict of Interest Policy.

11. Books, records and payments

Transactions must be recorded completely and accurately. False descriptions, unrecorded funds, undisclosed accounts, fabricated invoices, disguised benefits and off-book payments are prohibited.

Expense claims should identify the legitimate business purpose and relevant participants where appropriate. Supporting records must be retained in accordance with applicable financial, tax and record-retention requirements.

12. Risk assessment and due diligence

TAPiO will take a risk-based approach to corruption prevention. Risk may vary according to geography, sector, government interaction, transaction structure, intermediary use, compensation model, urgency and other circumstances.

Management should periodically review corruption risks and adjust controls where necessary. Material changes in business model, geography, regulation or risk exposure may trigger an additional review.

13. Reporting concerns

Anyone covered by this Policy who becomes aware of suspected bribery, corruption, falsified records, a suspicious payment request or another serious concern should report it promptly through management or the mechanism described in our Speak-Up & Whistleblowing Policy.

No employee or Associated Person is expected to proceed with a transaction merely because refusing or delaying it may cause commercial loss.

14. Investigation and non-retaliation

TAPiO will assess credible allegations fairly and as confidentially as reasonably possible. Personnel are expected to cooperate with legitimate investigations and preserve relevant records.

Retaliation against a person who raises a concern in good faith or refuses to participate in conduct reasonably believed to violate this Policy is prohibited.

15. Training and communication

This Policy should be communicated to personnel and relevant Associated Persons according to their role and risk exposure. Anti-bribery awareness or training should be proportionate to responsibilities, with additional guidance for persons involved in government interaction, business development, procurement, payments, third-party appointment or higher-risk markets.

16. Monitoring, review and enforcement

TAPiO may review transactions, expenses, third-party arrangements and other relevant records to assess compliance. Identified weaknesses should be addressed in a proportionate manner.

A breach may result in disciplinary action, termination of engagement or contract, recovery action and referral to competent authorities where appropriate. Consequences will be determined fairly and in accordance with applicable law and contract terms.

17. Responsibilities

Top management is responsible for setting the tone of integrity and ensuring proportionate resources and controls. Managers are responsible for applying this Policy within their work. Every person covered by it is responsible for understanding the standards relevant to their role, seeking guidance when uncertain and reporting concerns promptly.

18. Questions

Questions about this Policy may be sent to inquiry@tapio.my. Suspected misconduct should be reported through the dedicated Speak-Up mechanism once implemented.