Whistle Blowing Policy

Anti-Bribery and Corruption Policy

1. INTRODUCTION
   
   This outlines the Anti-Bribery and Corruption Policy of CHIP ENG SENG CORPORATION LTD ("CES").
   
   
   1. Corruption undermines healthy competition, increases the cost of business operations, tarnishes Corporate and Individual integrity and poses significant reputational risks.
   2. This Policy reiterates CES’ commitment to conducting business with utmost honesty and uncompromised integrity and in full compliance with applicable Anti-Bribery and Corruption laws where our businesses are operated. In the event that the local laws are more restrictive than this Policy, the more stringent domestic requirement(s) shall apply.
   3. This Policy prohibits bribery and corruption acts of all kinds including the offering, promising, authorising or providing anything of value to any customer, business partner, vendor or other third party in order to induce or reward the improper performance of an activity connected with our business.
   4. This Policy reflects the standards to which the CES Group expects all CES Personnel to strictly adhere and comply.
2. DEFINITIONS
   
   
   1. “CES” refers to Chip Eng Seng Corporation Ltd.
   2. “CES Group” refers to CES and its subsidiaries.
   3. “CES Personnel” refers to all employees (full and part-time), contract workers, consultants, officers and directors of any entity within the CES Group (whether in or outside Singapore).
   4. A “Bribe” refers to anything of value that is offered, given, received, promised, authorised or provided to any party including customer, business partner, vendor or other third party etc, in order to secure, induce, reward, keep an improper or unfair advantage for commercial and/or personal gain.
   5. “Corruption” refers to the abuse of entrusted power or position for private gain. Bribery and Corruption can take many forms including the offering, provision or acceptance of item and/or service with value like cash, gifts of cash equivalents, services, kick-backs, opportunity of employment or internship, loan, travel, entertainment, hospitality, donations (including political or charitable ones), sponsorship, business opportunity, reimbursement of expenses and/or favourable terms.
3. VALUES AND ETHICS OF THE CES GROUP
   
   
   1. Corruption is a serious matter, and comes from the weakness of human nature – greed, temptation, the desire to amass wealth or to obtain business through unfair means.
   2. The CES Group is committed to conducting its businesses and operations in an honest and ethical manner and is committed to acting professionally, transparently and fairly with integrity in all its business dealings and relationships. Accordingly, the CES Group does not condone any manner of bribery and corruption adopts a zero tolerance approach towards such acts.
   3. This Policy sets out CES Group's policies and guiding principles to conduct its business with honesty, fairness and high ethical standards. This Policy sets out the minimum standard that must be followed. Where local laws, regulations or rules impose a higher standard, that higher standard must be followed.
   4. This Policy is to be read in conjunction with other related policies including the CES Code of Conduct and the CES Whistle Blowing Policy which sets limits on travel and entertainment expenditure.
4. APPLICABILITY
   
   All CES Personnel must at all times comply with this Policy and all relevant anti-bribery and corruption laws including the Singapore Prevention of Corruption Act, the UK Bribery Act, the US Foreign Corrupt Practices Act, the Australian Criminal Code Act and other similar anti-bribery laws where the CES Group does business.
   


5. AIMS AND SCOPE OF THIS POLICY
   
   The intended aims of this Policy are to:
   
   

   (i) set out our responsibilities in observing and upholding the CES Group's position on bribery and corruption; and

   (ii) provide information and guidance on how to recognise and deal with bribery and corruption issues.



6. CONSEQUENCES OF VIOLATION
   
   
   1. For the Involved Individual
      
      The CES Group takes a strong stand against incidences of bribery and corruption and will not hesitate to take severe disciplinary action against the individual involved, including dismissal and referring the matter to the police and other appropriate law enforcement body for further investigation. If dismissed from employment as a result of being found guilty of bribery or corruption, the CES Personnel involved will also be blacklisted from any future employment with the CES Group.
      
      A bribery or corruption offence can attract heavy fines and/or even jail terms and consequently a blemished record that cannot be erased.
      
      You should take note that many countries, including Singapore, have anti-bribery and corruption laws that have extra-territorial powers. This means that if you have committed an act of bribery or corruption, you can be subject to investigation or prosecution if that act is somehow connected to that country, EVEN IF you are not a citizen of that country and/or that act is not actually committed in that country.
   2. For the CES Group
      
      The CES Group could also face severe ramifications as a result of any of its CES Personnel being found to be guilty of bribery or corruption. The CES Group may be subject to heavy fines, lawsuits and other civil penalties as well as be blacklisted from doing business (for example, excluded from tendering for public contracts). This will have damaging repercussions to the reputation and financial performance of the CES Group.
      
      Conversely, adopting a clean business will enhance the corporate image and competitive edge of the CES Group and makes it attractive for business partners and clients to work with the CES Group.
7. REPORTING ACTUAL OR SUSPECTED WRONGDOINGS
   
   
   1. Whistle Blowing Policy
      
      All CES Personnel should be well versed with the CES Whistle Blowing Policy. If you are aware, observe or suspect that a colleague or any person dealing with CES Group is acting in a manner that is or may be in contravention of this Policy, you have an obligation to report it.
      
      You can make a report or raise your concern to the Reporting Committee as detailed in the CES Whistle Blowing Policy. For the procedures on how to make a report, please refer to the CES Whistle Blowing Policy.
   2. Do Not Be a Silent Witness
      
      Any CES Personnel who fails to report known or suspected violations may also be subject to disciplinary action. Such failure to take appropriate action will further be taken into account for during his/her employee appraisal.
      
      The CES Group assures all CES Personnel that it is committed to adopting a fair approach and not act just based on speculation. Any report will be fully investigated before punitive action is taken.
   3. Do Not be an Unwitting Victim
      
      It is NOT a valid excuse or defence that:
      
      

      (i) you did not intend to personally benefit from the corrupt act or practice but did so for the benefit of some other person, including the CES Group;

      (ii) you are acting on the instruction of your supervisor;

      (iii) you personally believe such acts or practices are necessary or justified in order for the CES Group to remain competitive or profitable; or

      (iv) you personally believe that such acts or practices are common or normal business acts in a particular country or industry.

      
      Prohibited conduct and activities may take many forms and all CES Personnel need to remain alert and discerning at all times. For instance, if you find yourself in a situation where you are pressured to commit or participate in acts of bribery or corruption (whether by your superior, a business partner or a government official), you should immediately inform your Head of Department or report the matter to the Reporting Committee as per the CES Whistle Blowing Policy; or if you have inadvertently or unintentionally become involved in a corrupt situation, extricate yourself from the situation as soon as you become aware of the corrupt element and you should similarly and without delay inform your Head of Department or report the matter to the Reporting Committee as per the CES Whistle Blowing Policy.
   4. Reporting Without Delay
      
      Reporting should be made without delay as prompt reporting and resolution of corruption or bribery issues in many cases are required by applicable law or regulatory requirements.
      
      Prompt reporting can help management to take swift and appropriate action against the perpetrator and nip the issue in the bud. This can also mitigate any loss and damages to the CES Group.
   5. Confidentiality and Non-Retaliation
      
      Any report made in accordance with the CES Whistle Blowing Policy will be treated with utmost confidentiality to the extent permitted by law. No CES Personnel acting in good faith will suffer adverse consequences to his employment or retaliation for reporting or for refusing to engage in prohibited conduct, even if such refusal results in loss of business opportunities to the CES Group.
      
      All CES Personnel should be assured that there will be no retaliation taken against anyone who has, in good faith, (i) sought advice regarding conduct that may be implicated by this Policy, (ii) has reported a good faith suspicion of a violation of this Policy, or (iii) refused to participate in any conduct that may violate this Policy.
8. GUIDELINES ON PROHIBITED CONDUCT
   
   
   1. What is prohibited?
      
      Receiving, asking for or giving any gratification as an inducement for a person to do a favour with a corrupt intent constitutes prohibited conduct. There are many kinds of gratification or bribes, including money, sexual acts, properties, promises, services and gifts, even if nominal in value. In return, a person may ask for favours which can include unfair business advantages, confidential information and other special privileges or improper benefits.
      
      Prohibited payments, offers or receipts are not permitted at all times, whether or not they are given or to any person in a private enterprise, business or entity, and regardless of whether they are given or received directly or indirectly by another person or entity of behalf of the CES Group. There is a presumption of corrupt intent if anything of value is given to employees under Singapore laws.
      
      Any act of bribery will not be tolerated even if purportedly made with the intention to advance business opportunities to the CES Group and without the CES Personnel involved receiving any personal benefit. Further, if you are the recipient of gifts and entertainment given with the deliberate intention of gaining or trying to gain an unfair disadvantage, you are liable for corruption regardless of whether you are able to fulfil the request of the giver.
      
      Given the potentially severe legal and other consequences of corruption, all CES Personnel should avoid any conduct that creates even the appearance of improper activity or conduct.
   2. Specific Guidance on Common Forms of Prohibited Conduct
      
      
      

      (i) Gifts and hospitality, travel and entertainment: It is the responsibility of the CES Personnel extending or receiving such a gift, hospitality or travel and entertainment benefit to ensure that it is not a bribe;

      (ii) Charitable contributions: CES Personnel must not use charitable contributions as a way of concealing a bribe;

      (iii) Offers of employment: You should not offer employment, procure and/or create an opening within the CES Group in exchange for a personal benefit or seek an unfair advantage in any business negotiation. See also Paragraph 10 on Hiring Decisions.

      
      The above list is by no means exhaustive; the guiding principle is that you should not engage in any activity that may result in a violation of this Policy. If you are unsure whether your action or non-action will result in a non-violation of this Policy, please bring the matter to the attention of your Head of Department.
   3. Examples of situations that should raise 'red flags' and be reported
      
      
      

      (i) Where a third party requests for payment in cash or for no records to be made of payments and/or refuses to sign a formal contract or to provide an invoice or receipt for the payments made.

      (ii) Where a third party requests for payments of unexpected additional fee or commission or reimbursements of extraordinary or vague expenses, whether or not to 'facilitate' a service.

      (iii) Where a third party requests for payments or other non-cash benefits to 'overlook' certain breaches or non-compliance.

      (iv) Where you receive invoices which appear to be non-standard or the payment request exceeds what is stated in the invoice or the invoice indicated payment for a fee or commission which appear large given the services stated to have been provided.

      (v) Where a third party demands lavish entertainment, hospitality or gifts before commencing or continuing with contractual negotiations or provision of services.

      (vi) Where you are offered gifts or hospitality by a third party that is disproportionate to normal practices.

      (vii) Where you are, or are aware of any CES Personnel who is, subject to threats or retaliation from a fellow CES Personnel or otherwise for refusing to commit or collude in a bribe or corrupt act.

9. DEALINGS WITH CONSULTANTS, REPRESENTATIVES, AGENTS AND INTERMEDIARIES ("THIRD PARTIES")
   
   
   
   1. The CES Group does not condone dealings with unethical Third Parties. In many jurisdictions, improper acts of Third Parties can create criminal liability for the entities which have dealings with these Third Parties; the CES Group does not wish to be held liable for any of such Third Parties who may have made bribes whilst acting for us, whether with or without our knowledge.
   2. Accordingly, it is very important that an appropriate level of due diligence (with the level of risk of bribery in mind) of Third Parties representing the CES Group or providing services the CES Group, are undertaken before any such Third Party is engaged. Due diligence involves the investigation and evaluation of prospective Third Parties by way of background checks and research to assess the risk of their engaging in bribery.
   3. When considering whether due diligence should be performed or deciding what level of due diligence should be performed on a Third Party, the following risk-based factors should be taken into account (but are by no means exhaustive):
      
      

      (i) the nature and structure of the transaction (certain types of transactions give rise to higher bribery risks, eg. those involving government officials);

      (ii) the reputation and professional capacity and experience of the Third Party;

      (iii) any evidence or suggestion of an improper motive for hiring the Third Party; and

      (iv) whether there is information suggesting that the Third Party may engage another party to assist in in completion its work for the relevant CES Group entity.

   4. CES Personnel who deal with Third Parties are responsible for taking reasonable precautions to ensure that the Third Parties conduct business ethically and are aware of our zero-tolerance approval to bribery and corruption.
   5. The CES Group will not hesitate to terminate its relationship with any Third Party whose actions deviates from the anti-bribery and anti-corruption standards and expectations of the CES Group.
10. HIRING DECISIONS
    
    
    1. Independence in Hiring
       
       CES Personnel should not place themselves in a situation where they are made to compromise the interests of the CES Group by a current or prospective business partner, vendor, or customer in a hiring process.
    2. Hiring should not be made in exchange for benefits
       
       While there is no absolute prohibition on hiring persons recommended by others, such hiring decisions should not be part of any decision that is related to the commercial transactions of the CES Group. Offers of employment should not be given in exchange for or to reward any benefit received by the CES Group.
       
       In particular, the hiring of politically exposed persons (such as government officials) or their close family members should be reviewed by the Chief Human Resources Officer and the Group Chief Executive Officer to ensure that the hiring is not an inducement for future business.
    3. Reporting
       
       If a current or prospective business partner, vendor, or customer gives a benefit to any CES Group entity in exchange for the hiring of a suggested person, or if any such person threatens to take adverse action if the suggested person is not hired, the correct approach to take is not to hire the suggested person.
       
       Please refer to the CES Whistle Blowing Policy on what you should do if you encounter such a situation.
11. HOSPITALITY AND GIFTS
    
    
    1. The CES Group also recognizes that the exchange of business courtesies, such as gifts, meals and entertainment (including invitations to attend events), is a common practice for various legitimate reasons, including to create goodwill, establish trust in relationships, improve the image of a commercial organization, or better present products or services. Such courtesies are allowed, provided that the value of the gift, meal or entertainment of the accepted business practices of the industry, and is not intended to improperly influence the decisions of the person involved.
    2. This Policy does not prohibit normal and appropriate hospitality (given and received) to or from third parties and the giving or receipt of gifts, provided that this is done in accordance with the approval of the Group Chief Executive Officer.
12. MAINTENANCE AND COMMUNICATION OF THIS POLICY
    
    
    1. The Risk and Compliance Department is responsible for maintaining, reviewing and updating this Policy, subject to review and endorsement by the Audit and Risk Committee of CES and the HR Department is responsible for issuing an annual circular to all CES Personnel reminding them that the Policy is in place and whenever there is revision in the Policy.
    2. In addition, this Policy will be uploaded onto CES website and also available through Employee Communication channels for transparency and easy access by all CES Personnel.
    3. This Policy shall be included in the training materials or induction packs for all new employees.
    4. This Policy may be modified from time to time for compliance with applicable laws and regulations or to take into account organisational changes within the CES Group.
13. CERTIFICATION AND TRAINING
    
    As part of the CES Group's ongoing compliance commitment, all CES Personnel must receive and review a copy of this Policy. All CES Personnel must then certify in writing using the certification attached at Annex I. CES Personnel are required to provide such certification upon joining the CES Group, following updates to this Policy, and as otherwise required.
    
    Training for CES Personnel will be conducted based on management's assessment of the level of risk and scope of compliance responsibility which the relevant personnel is exposed to in his/her course of work. Attendance records will be maintained for such training sessions.


14. CONSTANT VIGILANCE
    
    Prohibited conduct and activities may take many forms and all CES Personnel need to remain alert and discerning at all time. Full cooperation is required from CES Personnel to prevent, detect any forms of corruption and bribery.
    
    This Policy and any training session conducted in connection herewith do not and cannot reasonably cover every situation that you may face in the course of your work with the CES Group. If you are in doubt as to how you should apply any of the provisions of this Policy, you are strongly encouraged to seek guidance from your Head of Department or the CES Legal Department.