No. 1     Introduction and Purpose

LightsUp Network Solution Sdn Bhd [ LNS] upholds the highest standards of integrity, professionalism and ethical conduct required of its directors, all employees and all persons associated with LNS in Malaysia, regionally and worldwide.

Policy Statement

This Policy aims to ensure that directors, management, all Employees (defined below) and Associated Persons (defined below) of LNS are aware of their obligation  to disclose any corruptions, bribery, conflicts of interest or similar unethical acts that they may have knowledge, AND to comply with this Policy so as to follow the highest standards of the ethical conduct of business applicable in  all countries and jurisdictions within which LNS operates worldwide.

No. 2     Scope and Coverage 

This Policy applies to all directors, employees and all persons associated with LNS in Malaysia, regionally and worldwide.

Employees are defined to include contract staff or interns either permanent or temporary basis, apprenticeship, internship or any persons by whatever description under the supervision of LNS ("Employees").

Associated Persons are defined to include any business associates, partners and parties engaged by LNS or performing work or services for or on behalf of LNS including external agents, consultants and contractors who must also comply with this Policy [“Associated Persons”]’.

This Policy outlines the standards to which all Employees must adhere to at all times to stop and guard against any bribery and/or corruption. All external entities and individuals and persons associated with LNS must also conform to this Policy in their dealings with LNS.

Accordingly, all Employees and Associated Persons are expected to read, understand and act on this Policy. Non-compliance & violation of this Policy by Employees and/or any Associated Person or business associate will result in action taken by LNS in accordance with its policies, rules, regulations and/or initiation of legal proceedings. 

No. 3    Compliance with the Law

The Prime Minister’s Department of Malaysia has issued a set of Guidelines on Adequate Procedures (“Guidelines”) to assist commercial organisations in understanding the adequate procedures that should be implemented to prevent the occurrence of corrupt practices in relation to their business activities. 

These guidelines are issued pursuant to subsection (5) of section 17A of the Malaysian Anti-Corruption Commission Act 2009 (Act 694), as stated in the Malaysian Anti-Corruption Commission (Amendment) Act 2018 [“MACC Amendment Act 2018”]. 

These Guidelines focus on five principles – T.R.U.S.T. as set out below. LNS is committed to these principles and its implementation.
T  =  Top Level Commitment
R  =  Risk Assessment
U  =  Undertake Control Measures
S  =  Systematic Review, Monitoring and Enforcement
T  =  Training and Communication

3.1 The principles of T.R.U.S.T are further elaborated as follows:

a.   Principle I – Top Level Commitment

The top level and senior management of LNS are committed to preventing bribery by directors, employees and persons associated with LNS, and ensuring that the business of LNS is carried out fairly and honestly and in a transparent manner. The top level management of LNS, and senior management are committed to fostering a culture within LNS in which bribery is never accepted, permitted or tolerated by LNS, in Malaysia or anywhere else in the world.

b.   Principle II – Risk Assessment

LNS is committed to assessing, and will assess, the nature and extent of its exposure to potential external and internal risks of bribery. This risk assessment will be conducted periodically on an informed basis, and will be documented and kept under review.

c.   Principle III – Undertake Control Measures
LNS has in place:

1. this Policy, procedures and processes to prevent the occurrence of corrupt practices in relation to LNS’s business activities.
2. due diligence procedures that are designed based on a proportionate and risk-based approach, in respect of dealings with third parties that propose to enter into a business relationship with LNS, in order to mitigate any potential liability for bribery committed by third parties.
3. reporting channel for internal and external parties to raise concerns in relation to real or suspected corruption incidents.

d.  Principle IV – Systematic Review, Monitoring and Enforcement

LNS is committed to monitoring and reviewing its anti-bribery and corruption programme and procedures periodically and ensure its implementation to prevent bribery by directors, employees and any persons associated with it, and will make improvements on these programmes and procedures where necessary.

e.   Principle V – Training and Communication

LNS will provide briefings on the provisions of the MACC Act to its directors and employees on an ongoing basis. LNS will roll-out internal and external communications, periodical training programmes and courses, as appropriate, to ensure that this Policy is embodied and understood throughout the organisation. Existing policies and procedures will be updated as necessary to ensure ongoing compliance with the MACC Act.

No. 4     Compliance with Provisions against Graft, Bribery & Corruption under the MACC Act

This policy is endorsed by LNS’s top level management and all its employees are committed to comply with the MACC Act and all guidelines issued by relevant authorities pertaining to the same which is to be read together with this Policy. Directors and all Employees are expected to read, understand and comply with the MACC Act. 

We highlight the following main offences and key provisions under the MACC Act:-

a) Soliciting or receiving gratification

• any person who solicits or receives or agree to receive (for himself or for any other person) or gives, promises or offers to any person any gratification as an inducement to or a reward for any person doing or forbearing to do anything;
• any person accepts or obtains, or agrees to the same, any gratification as an inducement or reward for doing or forbearing to do, any act in relation to his principal’s affairs or business, or for showing or forbearing to show favour or disfavour to any person in relation to his principal’s affairs or business commits an offence;

b) Offering or giving gratification

• any person who gives or agrees to give or offers any gratification to any agent as inducement or reward for doing or forbearing to do, or for having done or forgone to do the same in relation to his principal’s affairs or business, or for showing or forbearing to show favour or disfavour to any person in relation to his principal’s affairs or business;

c) Intending to deceive

• Any person who gives to an agent, or being an agent he uses with intent to deceive his principal, any receipt, account or other document in respect of which the principal is interested, and which he has reason to believe contains any statement which is false or erroneous or defective in any material particular, and is intended to mislead the principal;

d) Using any office or position for gratification (abuse of position);

e) Failing to report when offered bribes or faced with bribery

• Any person to whom any gratification is given, promised or offered in contravention of MACC Act shall report the same.

Section17A. (1) A commercial organization commits an offence if a person associated with the commercial organization corruptly gives, agrees to give, promises or offers to any person any gratification whether for the benefit of that person or another person with intent—

(a) to obtain or retain business for the commercial organization; or 

(b) to obtain or retain an advantage in the conduct of business for the commercial organization. 

Section 17A. (2) Any commercial organization who commits an offence under this section shall on conviction be liable to a fine of not less than ten times the sum or value of the gratification which is the subject matter of the offence, where such gratification is capable of being valued or is of pecuniary nature, or one million ringgit, whichever is the higher, or to imprisonment for a term not exceeding twenty years or to both. 

Section 17A. (3) Where an offence is committed by a commercial organization, a person— 

(a) who is its director, controller, officer or partner; or 

(b) who is concerned in the management of its affairs, at the time of the commission of the offence, is deemed to have committed that offence unless that person proves that the offence was committed without his consent or connivance and that he exercised due diligence to prevent the commission of the offence as he ought to have exercised, having regard to the nature of his function in that capacity and to the circumstances.

Section 17A. (6), states “For the purposes of this section, a person is associated with a commercial organization if he is a director, partner or an employee of the commercial organization or he is a person who performs services for or on behalf of the commercial organization.”

No. 5     Key Policies by LNS

a) Anti-bribery and Corruption

All Employees, Business Associates and Associated Persons are forbidden from paying, offering, accepting or receiving a bribe in any form and the following:

• Offer, pay or give anything of value to any parties in order to obtain business or anything of benefit to LNS.
• Act illegally including giving bribes, blackmail, inducements, secret commissions, other rewards and similar improper actions.
• Attempt to induce any parties to do any illegal acts, unethical and permit any parties to violate the law. 
• Give some advantage inconsistent with law and wrongful or unlawful use of official position to procure some benefit or personal gain.
• Corruptly give, promise or offer to any person gratification with the intent to secure business or an advantage for LNS.
• Offer, give, receive or solicit, directly or indirectly, anything of value to influence improperly the actions of another party.

b) Conflicts of Interest

Conflicts of interest occurs when an individual or organization is involved in multiple interests, one of which could possibly corrupt, or be perceived to corrupt, the motivation for an act in another. A conflict of interest may be actual, potential or perceived and may be financial or non-financial.

It is the responsibility of all Employees and Associated Persons, to avoid all ethical, legal, financial or other conflicts of interest and that any such conflicts (where they do arise) do not conflict with the obligations to LNS.

LNS requires all Employees and Associated Persons to adhere to the following:

• Avoid any situation or activity that compromises, or may compromise, their judgment or ability to adhere to this policy whether or not claiming to act in the interests of LNS.
• Avoid being in a position where their personal interests are in conflict (or could be in conflict) with the interests or business of LNS.
• Avoid engaging in activities that will bring direct or indirect profit, commercial or business advantages to competitors of LNS.
• Avoid acting in ways that may jeopardise or compromise LNS’s legality.
• Identify and disclose any conflicts of interest.
• Carefully manage any conflicts of interest which may give any impression that they have been influenced by a benefit to show favour or disfavour to any person or organisation having dealings with LNS;

c) Gifts, Hospitality and Travel

Offering or receiving any gifts, hospitality and sponsored travel that may be perceived to unfairly influence a business relationship must be strictly avoided at all time.

All Employees  must not request, accept, offer or provide gifts or hospitality designed to induce, support or reward improper conduct in connection with any business or anticipated future business involving LNS.

All Employees must comply with their obligations to report or seek approval for any gifts by paying personally for it in circumstances where they would otherwise be required to report and/or seek approval for it.

All giving of Gifts, Hospitality and sponsored Travel must get the necessary approval only from the Directors of LNS or Top Level Management of LNS.

All receipt of Gifts, Hospitality and sponsored Travel must be notified to the Directors and Top Level Management of LNS within 24 hours of receiving it or as soon as practically possible thereafter.

In any event, must not accept any benefit as an inducement or reward for taking any action (or specifically not taking any action) as an Employee.

Gifts by any name other than of token value should generally be refused.

d) Donations and Sponsorships

Charitable support and donations are acceptable whether of, in kind services, knowledge, time, or direct financial contributions. However, all Employees must ensure that such charitable contributions are not used as a scheme to conceal bribery. LNS may only make or receive a charitable donation provided it has been subject to due diligence and management approvals and is appropriate in all the circumstances. 

Donations can only be made if they are made in accordance with all legal requirements, i.e.

• they are not made to secure any improper business or other advantage; and/or
• they do not create the appearance of impropriety or a violation of any local country legal requirements.

All forms of political donations by whatever label are strictly forbidden.

e) Facilitation Payments

"Facilitation" or "Grease" payments are totally prohibited in LNS.

f) Total Commitment Against Bribery and Corruption from All Stakeholders

As part of LNS’s commitment to combat bribery and for the avoidance of doubt, LNS treats all Employees, business associates and Associated Persons as stakeholders and front liners in our stand against bribery and corruption, and expects all:

• to ensure their conduct must not create suspicion of any private interest;
• to act lawfully, ethically and in the public interest;
• refrain bribery and corruption; and
• have a zero tolerance for unethical acts by any party.
• if suspicion of bribery and corruption arises in the dealings with any Business Associate, LNS  shall seek an alternative provider of the services / goods.
• LNS expects all Employees to make all necessary declaration and sign any further undertaking or compliance to refrain from bribery and corruption, and to adhere to this Policy and any related Code of Conduct and Ethic from time to time and as and when necessary.

• LNS expects all Associated Persons (and not limited to suppliers, business partners acting on behalf of LNS) to contractually agree to refrain from bribery and corruption, and to adhere to this Policy and any related Code of Conduct and Ethic. If LNS is not satisfied that bribery and corruption prevention has been upheld, due diligence shall be undertaken with regards to any Associated Persons intending to act on behalf of LNS. LNS shall endeavour to include clauses in all contracts which allow it to terminate any contract in which bribery or corruption has been observed. To do this, all new and existing business partners, suppliers and Associated Persons may be required to complete LNS Business Associate/Partner Compliance Verification whenever deemed necessary & to be notified from time to time.

No. 6     Confidentiality and Protection

All Employees, Directors, as well as Associated Persons are encouraged to report any real and/or suspected bribery and corruption transactions. Any individual who knows of, or suspects, a violation of this Policy, is required to immediately report their concerns via email to wbc@lns.com.my under LNS Whistle Blowing Policy.

No individual will be discriminated against or suffer any sort or manner of retaliation for raising genuine concerns or reporting in good faith on violations or suspected violations of this Policy. It is the policy of LNS that all reports, complaints or disclosure made shall be kept strictly confidential.

Proper investigation will be taken in place followed by appropriate action taken (if any).

Anyone who makes a report, complaint or disclosure in good faith shall be protected from any retaliation and discrimination, regardless of the investigation outcome.

Matters of concern to be reported under LNS Whistleblowing Policy include the following (but are not limited to):

• about bribery and corruption.
• about any other criminal activity or failure to comply with the law.
• concerns about any conduct likely to damage LNS’ reputation.
• concerns about possible money laundering or which sanctions any breach of the law.

• the deliberate concealment of any of the above matters.

No. 7     Monitoring and Review of this Policy

From time to time, LNS shall conduct an independent audit on this Policy and applicable procedures and will update this Policy pursuant to the findings. In cases of conflict between the mandatory law and the principles contained in this Policy the law shall prevail.

No.8    Review of this Policy

LNS’s Management reserves the right to amend any part of this policy at any time, with or without notice but will endeavour to share such amendments at the earliest possible opportunity to all Employees, business associates and Associated Persons.

No. 9   Breach & Indemnity

LNS further reserves all rights to seek a full indemnity against any persons responsible, whether  Employees, business associates and Associated Persons who violate this Policy resulting in losses and damages sustained by LNS and its directors reason of all claims, judgments, suits, settlements or and arising therefrom to the fullest extent available in Malaysia, regionally and worldwide.