1. Introduction

• ARK Resources Holdings Berhad (“ARK”) and its subsidiaries (“Group”) are committed to conducting business dealings with integrity. This means avoiding practices of bribery and corruption of all forms in the Group’s daily operations. The Group has adopted a zero tolerance approach against all forms of bribery and corruption and takes a strong stance againstsuch acts.
• The ARK Resources Holdings Berhad Group’s Anti-Bribery and Anti-Corruption Policy elaborates on principles against bribery and other corrupt practices that may arise in the course of business. It supplements the integrity concept which is one of the core principles set out in the Group’s Code of Ethics (“CoE”). Compliance to the Policy is mandatory and will be monitored with a principle-based approach.
• As the nature of the Group’s business requires its Directors and Employees to engage in business with a wide range of parties, both internal as well as external, this Policy is essential for establishing the boundaries on interactions with all parties.
• This Policy shall be read in conjunction with the CoE, the Group’s Whistle-Blowing Policy and the Malaysian Anti-Corruption Commission Act 2009 and its 2018 amendment ("MACCA").

2. Scope

• This Policy applies to all Directors and Employees of the Group and covers dealings with Associated Third Parties.
• In the event of any conflict between the principles contained in this Policy and the prevailing and/or applicable law, the law shall prevail.
• In the interest of maintaining best practice, the Group is committed to continually improving its policies and procedures relating to anti- bribery and anti-corruption.
• The Group regards bribery and corruption as a serious matter. Non-compliance may lead to disciplinary action, up to and including termination of employment. Further legal action may also be taken in the event that the Group’s interests have been jeopardised as a result of non- compliance. The Group shall notify the relevant regulatory authorities if any identified bribery or corruption incident has been proven beyond reasonable doubt. Where notification to the relevant regulatory authorities have been done, the Group shall provide full co-operation to the said regulatory authorities, including further action that such regulatory authorities may decide to take against convicted Directors and Employees.

3. Definitions

Associated Third Party	An external party with whom the organisation has, or plans to establish, some form of business relationship. This primarily include counterparties and business partners i.e. clients, customers, joint ventures, joint venture partners, consortium partners, outsourcing providers, contractors, consultants, subcontractors, suppliers, vendors, advisers, agents, distributors, representatives, intermediaries and investors.
Bribery	Bribery is defined as any action which would be considered as an offence of giving or receiving ‘gratification’ under the MACCA. In practice, this means offering, giving, receiving or soliciting something of value in an attempt to illicitly influence the decisions or actions of a person in a position of trust within an organisation. ‘Gratification’ is defined in the MACCA to mean the following: money, donation, gift, loan, fee, reward, valuable security, property or interest in property being property of any description whether movable or immovable, financial benefit, or any other similar advantage; any office, dignity, employment, contract of employment or services, and agreement to give employment or render services in any capacity; any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part; any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction or percentage; any forbearance to demand any money or money’s worth or valuable thing; any other service or favour of any description, including protection from any penalty or disability incurred or apprehended or from any action or proceedings of a disciplinary, civil or criminal nature, whether or not already instituted, and including the exercise or the forbearance from the exercise of any right or any official power or duty; and any offer, undertaking or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (a) to (f). Bribery may be ‘outbound’, where someone acting on behalf of the Group attempts to influence the actions of someone external, such as a Government official or client decision-maker. It may also be ‘inbound’, where an external party is attempting to influence someone within the Group such as a decision-maker or someone with access to confidential information.
Conflict of Interest	When a person’s own interests either influence, have the potential to influence, or are perceived to influence their decision making of the Group.
Corruption	The Transparency International definition of corruption is ‘the abuse of entrusted power for personal gain’. For the purpose of this Policy, corruption is defined primarily as any action which would be considered as an offence of giving or receiving ‘gratification’ under the MACCA (‘Bribery’ as defined above). In addition, corruption may also include acts of extortion, collusion, breach of trust, abuse of power, trading under influence, embezzlement, fraud or money laundering.
Directors	Directors include all independent and non-independent directors, executive and non-executive directors of the Group and shall also include alternate or substitute directors.
Employees	All individuals directly contracted to the Group on an employment basis, including permanent and temporary Employees and Directors.
Facilitation Payment	A payment or other provision made personally to an individual in control of a process or decision. It is given to secure or expedite a routine or administrative duty or function.

4. Anti-bribery and Anti-corruption Policy

• All forms of bribery and corruption are prohibited. The Group upholds a zero tolerance approach. In addition to bribery, Employees must not participate in any corrupt activity,such as extortion, collusion, breach of trust, abuse of power, trading under influence, embezzlement, fraud or money laundering.
• Bribery may take the form of exchange of money, goods, services, property, privilege, employment position or preferential treatment. Employees shall not therefore, whether directly or indirectly, offer, give, receive or solicit any item of value, in the attempt to illicitly influence the decisions or actions of a person in a position of trust within an organisation, either for the intended benefit of the Group or the persons involved in the transaction.
• This Policy applies equally to its business dealings with commercial (private sector) and government (public sector) entities, and includes interactions with their directors, employees, agents and other appointed representatives at all levels. Even the perception of bribery is to be avoided.
• The Group recognises the value of integrity in its Employees and Directors. The Group’s recruitment, training, performance evaluation, remuneration, recognition and promotion for all Employees, shall be designed to recognise integrity.

5. Gifts, Entertainment and Hospitality and Donation and Sponsorship

• The Group prohibits both the giving and receiving of Gifts, Entertainment and Hospitality (GEH) and Donation and Sponsorship (D&S) which has the potential to influence business decisions. Employees must comply with all applicable policies, procedures, laws and regulations related to the use of GEH and D&S in all their business dealings.
• The Group allows appropriate business-related GEH and D&S, provided that the following guiding principles are observed:
  
  • Principle 1: Transparency
    You should be comfortable to disclose to your colleagues the GEH and D&S that you offer/receive.
  • Principle 2: Recipients
    You should only offer/accept GEH and D&S to/from those who will not put you in a position of conflict of interest.
  • Principle 3: Ability to Influence
    The GEH and D&S must not be offered/accepted when there is a pending business decision.
  • Principle 4: Value
    The GEH and D&S must be modest and must not be so frequent as to place the recipient under an undue obligation.
  • Principle 5: Purpose
    The intention behind the GEH and D&S must not be interpreted as to gain unmerited advantage.
• Where possible, Employees should avoid from offering and/or accepting GEH and D&S to/ from government officials. If a gift is deemed appropriate, a corporate gift for a specific purpose is encouraged as opposed to a personal gift. GEH and D&S must be reasonable and proportionate to the income of the Government official such that no undue obligation is created by the provision of the hospitality resulting in a decision to the advantage of the business. All offers and acceptance of GEH and D&S involving government officials must be approved by the relevant decision-makers. The GEH and D&S must also be declared in the register.
• In respect of political contributions, funds or resources of the Group must not be used to make any direct or indirect political contributions on behalf of the Group without approval from the Board of Directors. Any appearance of making such contributions or expenditure to any political party, candidate or campaign, must also be avoided.
• Donations in the form of charity may be permissible depending on the circumstances but should be made directly to an official entity and be able to be disclosed publicly when required to.
• Discounts, provision of free products and services, provision of vehicles at discounted or zero cost rates, servicing and other provisions are not permitted in exchange for undueinfluence.

6. Facilitation Payments

• Facilitation payments fall within the interpretation of gratification under the MACCA, and therefore constitute a criminal offence and are strictly prohibited by the Group.
• Employees are required to notify their immediate superior when encountered with any request for a facilitation payment. In addition, if a payment has been made and Employees are unsure of the nature, their immediate superior must be immediately notified and consulted. They must also ensure that the payment has been recorded transparently.

7. Associated Third Parties

• As part of the Group’s commitment to combat bribery, the Group expects all its Associated Third Parties to have an acceptable standard of integrity in the conduct of their businesses.
• Any suspicion of bribery and corruption arising in the dealings with any Associated Third Party warrants further investigation, and must be diligently and sufficiently addressed prior to engagement of the Associated Third Party.
• If the Group is not satisfied that bribery and corruption prevention has been upheld, due diligence shall be undertaken with regards to any Associated Third Party intending to act on the Group’s behalf.
• The Group strives to build and strengthen its relationships with Associated Third Parties. In ensuring that the Associated Third Parties adhere to industry best practice and accepted standards of behaviour, Associated Third Parties may be required to complete the Associated Third Party Declaration form, where deemed necessary based on circumstantial requirements.

8. Responsibilities of Employees

• Employees are responsible for understanding and complying with this Policy. In particular, the role of all Employees includes the following:
  
  • be familiar with applicable requirements and directives of the Policy and communicate the same to subordinates;
  • promptly record all transactions and payments accurately and in reasonable detail;
  • always raise suspicious transactions to immediate superiors for guidance on next course of action;
  • promptly report violations or suspected violations through appropriate channels;
• In general, Employees are expected to uphold the principle of integrity in the conduct of their job duties and shall refrain from and appear to be free of any practice of bribery and corruption.

9. Employee Awareness and Declaration

• All Employees and new recruits are required to read and understand this Policy on Anti-Bribery and Anti-Corruption. Employees shall confirm and declare that they have read and understand the Policy and undertake to abide by the principles contained in the Policy in the conduct of all business dealings that they engage by signing an Employee Declaration form.
• Employees are also required, if under circumstances of suspicious behaviour, allegations and/or investigations relating to bribery or corruption, to declare information regarding assets owned as deemed necessary.

10. Reporting of Policy Violations

• Employees who encounter actual or suspected violations of this Policy are required to report their concerns. Each Employee has a responsibility to ensure that suspected bribery and corruption incident are reported promptly. The Group practises an open door policy and encourages all Employees to share concerns and suggestions with superiors and colleagues who are able to address them in an appropriate manner.
• In accordance to the Group’s Whistle-Blowing Policy, all reported concerns will be treated confidentially and are to be kept protected against any unauthorised use and access. All reportings are to be channeled to:
  
  

  Name:	Mr Tan Wooi Chuon
  Designation:	Independent Non-Executive Director / Chairman of Audit Committee
  Email address:	info@ark-resources.com.my
  Address:	1-01-9 (1-Sky), Tingkat Mahsuri 2, 11950 Bayan Lepas, Penang