NO GIFT POLICY AND PROCEDURES

1. OBJECTIVES

   1. PPB Group¹ is committed to conducting our business with the highest standard of integrity and with good governance.
   2. The Group has adopted a “No Gift Policy” whereby, the Group’s Personnel² and 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.
   3. The Group requires all its Personnel to abide by this Policy and Procedures, especially during on-going or potential business dealings between the Group and external parties, as a gift can be seen as a bribe that may be in violation of anti-bribery and corruption laws or tarnish the Group’s reputation.
   4. PPB Group’s Personnel has the responsibility to inform external parties involved in any business dealings with the Group of our “No Gift Policy” practice and to request the external party’s understanding and adherence to this Policy and Procedures.
   5. The Group’s giving and receiving of charitable and philanthropic donations are subject to separate procedures. Please refer to the Charitable Donations and Sponsorship Policy and Procedures for further information.

2. RECEIVING GIFTS

   1. The Group is very much aware that the exchange of gifts can be a very delicate matter where, in certain cultures or situations, gift-giving is a central part of business etiquette. Despite acknowledging the Group’s “No Gift Policy” , some external parties may still wish to provide gifts to the Group’s Personnel and/ or their family members in certain situations which do not fall within the general exceptions.
   2. Although the general principle is to immediately decline or return such gifts, accepting a gift is allowed only in very limited circumstances, whereby refusing the gift is likely to seriously offend and may sever the Group’s business relationship with the third party, for example gifts given due to customary practices, such as weddings or funerals.
   3. In these limited circumstances, unless otherwise specified under Section 4 below or as specified in the Gift Exception Guidance, employees are expected to immediately report the gift to the Head of Department (“HOD”) (in writing), who will then verify the declaration and decide whether to approve the acceptance of the gift or require it to be returned. If necessary, HOD may seek advice from the Risk/ Integrity Officer, or Head of Risk/ Integrity, or PPB Group Berhad’s Risk Management & Integrity Department (“PPBHQ RMID”), and/ or HOD to endorse the declaration and obtain approval from Chief Executive Officer (“CEO”) / Group Managing Director (“Group MD”) (for local entities) or Head of Company (“HOC”) (for foreign subsidiaries). Subsequently, this must be recorded in the GHE Register. Directors should inform the Company Secretary, as soon as reasonably practicable, to seek his/ her advice when faced with a similar situation.
      
      Please refer to Appendix A for the gift declaration process flowchart for employees.
   4. In determining the above, the approver is expected to exercise proper care and judgment in each case, taking into account important circumstances including the nature of the gift, its purpose, the position/ seniority of the person(s) providing the gift, the business context, reciprocity, applicable laws and cultural norms.
   5. Even if it may appear disrespectful to refuse or decline a gift from an external party, nevertheless, if there is a conflict of interest situation (e.g. during sensitive period such as a tender or bidding process, where the gift is personal in nature, given by one of the bidders), then clearly such gifts cannot be accepted. In this situation, the gift must be politely returned with a note of explanation about the Group’s “No Gift Policy”.

3. PROVIDING GIFTS

   Generally, employees are not allowed to provide gifts to third parties, except for the HOC, or CEO, or Group MD, and any other officers authorized by the HOC/ CEO/ Group MD to do so. However, there are limited exceptions allowed.

4. EXCEPTIONS TO THE "NO GIFT POLICY"

   1. Although generally the Group practices a “No Gift Policy” , there are certain exceptions to the general rule whereby the receiving and giving of gifts are permitted in the following situations:
   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. Gifts of personal occasions that may be given to, or received by Personnel, which is not connected to their duties, and does not create a sense of obligation, such as gifts from family members or work colleagues for birthday, weddings, retirement, resignation, etc.
   4. Corporate gifts of reasonable value normally bearing the company's logo, e.g. t-shirts, pens, diaries, calendars, and other marketing or promotional items³, which is part of the branding exercise, that are given as part of general business courtesy and is a common practice within its industry/ business environment.
   5. Gifts to or from external parties who have no business dealings with the Group, e.g. monetary gifts or gifts in-kind to charitable organizations.
   6. Other gifts, e.g. ceremonial or customary gifts, which are spelt out in the Gifts Exception Guidance.
   2. To be clear, corporate gifts of reasonable value, as stated under Section 4.1 (d) above, are permitted, even during sensitive period as this is considered as part of marketing, branding and promotion exercise and as part of general courtesy with the third party, including public officials, without the appearance of bribing.
   3. Even in the above exceptional circumstances, PPB Group Personnel are expected to exercise proper judgment in handling gift activities and behave in a manner as per below:
   1. Continuously maintain the highest degree of integrity.
   2. Always exercise proper care and judgment.
   3. Done openly and transparently, and not in secret.
   4. Avoid conflicts of interest.
   5. Refrain from taking advantage of their position or exercising their authority to further their personal interests at the expense of the Group.
   6. No intention to illegally influence a third party to do or refrain from doing something to obtain or retain business for the Group.
   7. Comply with applicable laws, regulations and all Group policies and procedures.

   In addition to the exceptions specified under Section 4 here, please also refer to the Gift Exception Guidance for other exceptions under this “No Gift Policy”.

5. CONSEQUENCES OF NON-COMPLIANCE WITH THIS "NO GIFT POLICY"

   Any non-compliance or violation with this No Gift Policy and Procedures, including the Gift Exception Guidance, may constitute as a misconduct or a breach of terms and conditions of employment (for employees) and may result in disciplinary action being taken by the Group. For directors, it may result in termination of their appointment.

6. FURTHER INFORMATION

   For further guidance and information, employees may contact the PPB HQ Risk Management & Integrity Department or reach out to the respective entities’ Head of Risk/ Integrity, or the Risk/ Integrity Officer.

   Business Associates and other third parties may contact PPB’s Corporate Affairs at corporateaffairs@ppb.com.my for any enquiries regarding this Policy.



Appendix A: Gift Declaration Process Flowchart for Employees (Exception Basis)



Footnote

1. "PPB Group" or "the Group" refers to PPB Group Berhad and subsidiaries

2. Refers to PPB Group directors (executive and non-executive) and employees.

3. Example (non-exhaustive) of marketing or promotional items includes goods/ products from PPB Group's subsidiaries or associated companies, e.g. Golden Screen Cinema’s movie tickets/ vouchers, movie merchandise and concessional item; FFM Berhad's products, such as flour or cooking oil, festival food hampers or goodies from the Shangri-La Group, etc.