S3 has a long-standing policy forbidding bribery and corruption in the conduct of our business in the Malaysia, Singapore and other countries. S3 is committed to performing business with integrity, and acting ethically and legally in accordance with all applicable laws and regulations. We expect the same commitment from the consultants, agents, representatives or other companies and individuals acting on our behalf (“Business Associates”), as well as those acting on behalf of Business Associates (e.g., subcontractors), in connection with work for S3.

In Malaysia, Singapore and most countries there are laws in place that forbid giving, making, offering or promising any gratification, payment or anything of value (directly or indirectly) to a Public Official when the payment is intended to influence an official act or decision to award or retain business.

“Public Official” shall be broadly interpreted and means:

(i)      any elected or appointed Government official (e.g., a legislator or a member of a Government ministry);

(ii)     any employee or individual acting for or on behalf of a Public Official, agency, or enterprise performing a governmental function, or owned or controlled by the Government (e.g., a healthcare professional employed by a Government hospital or researcher employed by a Government university);

(iii)    any political party officer, candidate for public office, officer, or employee or individual acting for or on behalf of a political party or candidate for public office;

(iv)    any employee or individual acting for or on behalf of a public international organization;

(v)     any member of a royal family or member of the military; and

(vi)    any individual otherwise categorized as a Public Official under law. “Public” means all levels and subdivisions of governments (i.e., local, regional, or national and administrative, legislative, or executive). Because this definition of “Public Official” is so broad, it is likely that Business Associates will interact with a Public Official in the ordinary course of their business on behalf of AGB. For example, doctors employed by Public-owned hospitals would be considered “Public Officials.”

The Malaysia Anti-Corruption Commission Act 2009 amended 2018 (the “MACC Act”) prohibits making, promising, or authorizing a payment or providing anything of value to a Public Official to improperly or corruptly influence that official to perform any governmental act or make a decision to assist a company in obtaining or retaining business, or to otherwise gain an improper advantage. The MACC Act also prohibits a company or person from using another company or individual to engage in any such activities.

As a Malaysia company, S3 must comply with the MACC Act and could be held liable as a result of acts committed anywhere in the world by a Business Associate.

 

 

Governing Interactions with Governments and Public Officials Business Associates must communicate and abide by the following principles with regard to their interactions with Governments and Public Officials:

• Business Associates and those acting on their behalf in connection with work for S3 Group, may not directly or indirectly:

 

• To make promise, or authorise the making of a corrupt payment or provide anything of value to any Public Official to induce that Public Official to perform any governmental act or make a decision to help S3 obtain or retain business.

 

• may never make a payment or offer any item or benefit to a Public Official, regardless of value, as an improper incentive for such Public Official to approve, reimburse, prescribe, or purchase an S3’s product, to influence the outcome of a clinical trial, or to otherwise benefit S3’s business activities improperly.

 

• In conducting their S3 related activities, Business Associates, and those acting on their behalf in connection with work for S3:

 

• must understand and comply with any local laws, regulations, or operating procedures that impose limits, restrictions, or disclosure obligations on compensation, financial support, donations, or gifts that may be provided to Public Officials.

 

• If a Business Associate is uncertain as to the meaning or applicability of any identified limits, restrictions, or disclosure requirements with respect to interactions with Public Officials, that Business Associate should consult with his or her primary S3’s contact before engaging in such interactions.

 

• Business Associates and those acting on their behalf in connection with work for the S3 are:

 

• not permitted to offer facilitation payments. A “facilitation payment” is a nominal payment to a Public Official for the purpose of securing or expediting the performance of a routine, non-discretionary governmental action. Examples of facilitation payments include payments to expedite the processing of licenses, permits or visas for which all paperwork is in order.

 

• In the event that a Business Associate, or someone acting on their behalf in connection with work for the S3 receives or becomes aware of a request or demand for a facilitation payment or bribe in connection with work for the S3. The Business Associate shall report such request or demand promptly to his or her primary S3’s contact before taking any further action.

Bribery and corruption can also occur in non-Government, business to business relationships. Most countries have laws and regulations, which prohibit offering, promising, giving, requesting, receiving, accepting, or agreeing to accept money or anything of value in exchange for an improper business advantage. Examples of prohibited conduct could include, but are not limited to, providing expensive gifts, lavish hospitality, kickbacks, or investment opportunities in order to improperly induce the purchase of goods or services. The S3’s employees are not permitted to offer, give, solicit or accept bribes, and we expect our Business Associates, and those acting on their behalf in connection with work for the S3, to abide by the same principles.

Anti-Bribery and Corruption Principles Governing Interactions with Private Parties and S3’s Employees, Business Associates must communicate and abide by the following principles with regard to their interactions with private parties and S3 employees:

 

• Business Associates and those acting on their behalf in connection with work for the S3, may not directly or indirectly make, promise, or authorize a corrupt payment or provide anything of value to any person to influence that person to provide an unlawful business advantage for the S3.

 

• Business Associates and those acting on their behalf in connection with work for the S3, may not directly or indirectly, solicit, agree to accept, or receive a payment or anything of value as an improper incentive in connection with their business activities performed for the S3.

 

• The S3’s employees are not permitted to receive gifts, services, perks, entertainment, or other items of more than token or nominal monetary value from Business Associates, and those acting on their behalf in connection with work for the S3. Moreover, gifts of nominal value are only permitted if they are received on an infrequent basis and only at appropriate gift-giving occasions.