Anti-Bribery & Anti-Corruption Policy

1. Introduction

   1. RCL Industrial Products (“RCLIP” or the “Company”, RCLIP and it’s subsidiaries collectively known as the “Group”) is committed to conduct our businesses and operations in an honest and ethical manner.

   2. We adopt a zero-tolerance approach to bribery and corruption and are committed to acting professionally, transparently and fairly with integrity in all our business dealings and relationships as well as implementing and enforcing effective systems to counter bribery and corruption.

   3. This anti-bribery and corruption policy (the “Policy”) sets out RCLIP’s policies and guiding principles to conduct our businesses 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 applies to all employees (full and part-time), contract workers, consultants, officers and directors of the Group (“RCLIP Persons”) in Singapore and any other countries in which the Group operates. RCLIP employees who are directors on boards of joint ventures where RCLIP does not have a controlling interest should encourage the joint venture to adopt this Policy or use a similar policy.

   5. As part of our commitment to conduct our businesses with honesty, fairness and high ethical standards, we also need to ensure that people acting on our behalf do so in compliance with this Policy. Please refer to Section 3.4 below.

2. General Principles

   1. What is prohibited?

      RCLIP Persons may not, directly or indirectly, (i) offer, (ii) promise, (iii) agree to pay, (iv) authorise payment of, (v) pay, (vi) give, (vii) accept, or (viii) solicit Anything of Value to or from any third party in order to secure or reward an improper benefit or improper performance of a function, activity or to procure an unfair business advantage.

      Prohibited payments, offers or receipts are not permitted at all times, whether or not they are given to or received from a Government Official 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 on behalf of the Company.

   2. What does “Anything of Value” mean?

      “Anything of Value” means bribes, kickbacks, a financial advantage, services, favours or any other direct or indirect benefit or gratification, whether in cash or in kind, tangible or intangible. The term “Anything of Value” has a wide application. Examples of these include but are not limited to gifts, meals, entertainment, discounts that are out of the ordinary or routine businesses, offers of employment or charitable contributions, including any gratification, services or favours which may not have a tangible or direct financial value attached, such as sexual favours. Prohibited payments can also include what is known as “facilitation payments” which are routine payments typically made to low-level Government Officials to expedite or secure a service or routine action.

      Offers of employment or any other benefits, tangible or intangible, made or given to family members of Government Officials or of other counterparties (including parties who are not Government Officials) would also be prohibited.

   3. Who is a “Government Official”?

      A “Government Official” includes any elected or appointed official of a national or local governmental entity of any country; representatives or employees of a government agency at any level, including customs, immigration and transportation workers, military personnel, representatives of political parties, candidates for political office, representatives of public international organizations (e.g., the Union Postale Universelle, United Nations, the World Bank, the International Monetary Fund), employees of state-owned or controlled entities in any part of the world (e.g., state-owned airlines, banks or other postal agencies) and any entity hired by a government agency or instrumentality for any purpose (e.g., consultants, marketing or advertising agencies).

   4. What type of conduct is prohibited?

      An act prohibited under Section 2.1 does not actually have to take place. We should avoid any conduct that creates even the appearance of improper activity or conduct.

   5. What are the consequences of violations?

      Violations can have severe consequences for the Group and the individual involved, and can attract both criminal and civil penalties.

      As an example, under the Prevention of Corruption Act of Singapore (“PCA”), a conviction for a corruption offence is punishable by fines of up to S$100,000 or an imprisonment term of up to seven (7) years or both. In addition, if the Company is found to have taken part in corrupt activities, we will be excluded from tendering for public contracts. This will have severe repercussions and damage to both our reputation and financial performance.

3. Anti-Bribery and Anti-Corruption Laws

   1. Applicable laws

      As a Group, we will uphold all laws relevant to counter bribery and corruption in all the jurisdictions in which we operate.

      For our businesses and operations in Singapore, we are bound to observe all relevant and applicable laws which include but are not limited to the PCA, the Penal Code and The Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act which may be relevant to the corrupt receipt of gifts and hospitality.

   2. UK Bribery Act and US Foreign Corrupt Practices Act

      RCLIPPersons should also be aware of the need to comply with the UK Bribery Act 2010 (“Bribery Act”) and the US Foreign Corrupt Practices Act (“FCPA”) as these laws can apply to conduct outside each of these countries.

      RCLIP Persons who are US citizens and RCLIP Group companies in the US should be aware that any corrupt payment to Government Officials outside the territory of the US would still be subject to the FCPA even if such acts do not involve any other US nexus such as use of US bank accounts or calls to or from the US. In all other cases involving acts of corruption, US persons will still be subject to criminal liability for commercial bribery under state law and US federal law on wire fraud.

   3. Criminal liability

      1. The application of all these laws means that any RCLIP Person may be subject to criminal liability if he/she directly or indirectly, offers or pays, or authorises the payment of or accepts Anything of Value in exchange for some improper advantage for the Company. Such acts extend not only to improper direct cash payments but also to the improper provision or receipt of gifts, hospitality, employment and charitable donations.

      2. In addition, under the relevant laws in the jurisdictions where the Group has operations in, it is a crime to engage in acts such as those discussed in Section 3.3.1 regardless of whether those acts involve Government Officials or private persons in any business relationship.

   4. Consultants, representatives, agents, and intermediaries (“Third Parties”)

      1. It is also common in many jurisdictions that the improper acts of Third Parties can create criminal liability for the entities for which those Third Parties work. As such, it is necessary for the Group to ensure that all Third Parties that are engaged for the provision and/or supply of goods and services uphold the principles that are stated in this Policy and comply with the terms of the RCLIP Supplier Code of Conduct.

      2. RCLIP may terminate its relationship with any Third Parties that deviate from RCL’s anti-corruption standards and expectations.

      3. RCLIP Persons who deal with Third Parties are responsible for taking reasonable precautions to ensure that the Third Parties conduct business ethically, are aware of our zero-tolerance approach to bribery and corruption and comply with anti-corruption laws. On a risk-sensitive basis (i.e. proportionate to the level of risk of bribery), a RCLIP Group entity must conduct an appropriate level of due diligence before engaging, hiring or contracting with Third Parties. 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.

      4. 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:

         •	The nature and structure of the transaction (certain types of transactions give rise to higher bribery risks, e.g., those involving Government Officials);
         •	The reputation and professional capacity and experience of the Third Party;
         •	Any evidence or suggestion of an improper motive for hiring the Third Party; and
         •	Whether there is information suggesting that the Third Party may engage another party to assist it in completing its work for RCLIP or for the RCLIP Group entity.

         A record must be kept by the RCLIP Group entity of all due diligence conducted on Third Parties, for a minimum period of five (5) years.

      5. All arrangements with Third Parties should be subject to clear contractual terms with appropriate representations by the Third Party to comply with applicable laws relating to anti-bribery and anti corruption, including the FCPA.

4. Gifts and Entertainment

   1. Business courtesies

      The Group recognises that the exchange of business courtesies, such as modest gifts, and entertainment (including meals, invitations to attend promotional events or parties) particularly during festive periods is customary and legitimate to create goodwill, and/or strengthen business and commercial relationships. Such courtesies are allowed if they are not lavish in the light of accepted business practices of the relevant businesses that the Group operates in and is not intended to improperly influence the decisions of the person involved.

   2. Basic rules on gifts and entertainment

      Pending the roll-out of an independent gift and entertainment policy for the Group, some basic rules that should be observed when offering or receiving a gift or entertainment:

      1. Do not give or accept cash (including ang pows) or any other cash equivalent (including gift vouchers);

      2. Lavish or unreasonable gifts or hospitality, whether these be given or received are unacceptable as they may be construed as a bribe:

         Gifts and entertainment that are below the amounts stated below are generally acceptable and need not be declared, provided that such gifts and entertainment have not been given in order to secure or reward an improper benefit or improper performance of a function, activity or to procure an unfair business advantage. RCLIP Persons must however avoid placing themselves in situations which could create personal obligations that other persons could exploit to obtain a preferential treatment.

      3. Gifts and entertainment should have a justifiable business purpose;

      4. No gift or entertainment:

         (a)	should be given or accepted from a supplier during a tender/pitch/contract renewal or dispute (ongoing or potential), regardless of its value. If you are offered a gift or hospitality during this period, please consult with the Group General Counsel or the Compliance Department; or
         (b)	should be given to customers and Third Parties to whom we are pitching, with whom we are negotiating or renewing a contract, or with whom we are or are likely to be in dispute without first obtaining approval from the Group General Counsel or the Compliance Department.

   3. Questions on gifts and entertainment

      If you have any queries on whether a gift or entertainment is appropriate in any circumstance, please seek guidance from your head of department before you incur the expense or accept the gift and/or entertainment. In case of further doubt, all queries should be directed to the Compliance Department.

5. Charitable and Political Contributions

   1. Charitable contributions

      The Group has a Corporate Social Responsibility (“CSR”) programme which demonstrates our support and commitment to charitable and social causes. While charitable contributions are encouraged, all contributions made pursuant to the CSR programme must be made in accordance with ethical standards and in compliance with all applicable laws.

   2. Political contributions or donations

      Whether to make a political contribution or donation is a matter to be decided by the RCLIP Board of Directors. Please direct all queries on such contributions or donations to the Head of Corporate Social Responsibility.

6. Hiring Decisions

   1. Independence in hiring

      RCLIP Persons should not place themselves in a situation where they are made to compromise the Group’s interest by a current or prospective business partner, vendor, customer or a Government Official 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 Group’s commercial transactions. Offers of employment should not be given in exchange for or to reward any benefit received by the Group and RCLIP Persons should not offer employment, procure and/or create an opening within the Group in exchange for a personal benefit or seek an unfair advantage in any business negotiation.

      Hiring of close family members of Government Officials should be reviewed by the Group General Counsel to make sure that the hiring is not an inducement for future business.

   3. Reporting

      If a current or prospective business partner, vendor, customer or a Government Official offers to give a benefit to the Company or any 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. If you should encounter such a situation, you should report the incident to your supervisor or to the Group General Counsel.

7. Training And Certification

   1. Certification required

      As part of RCL’s ongoing compliance commitment, all RCLIP Persons must receive and review a copy of this Policy.

   2. Training will be provided

      RCLIP Persons will be provided with regular anti-corruption compliance training programmes to educate them about the requirements and obligations of anticorruption laws and this Policy. When necessary, specialized training will be provided to RCLIP Persons with significant compliance responsibilities or who operate in higher risk areas of RCL’s businesses. Records on attendance/completion records will be maintained to verify that all relevant RCLIP Persons receive the necessary training to perform their responsibilities accurately and consistently.

   3. Consequences of violation

      If any RCLIP Person fails to report known or suspected violations, they may be subject to disciplinary action, including termination of employment.

8. Record Keeping

   1. Proper documentation

      It is the responsibility of every RCLIP Person to ensure that all benefits which are received or provided under Section 4 are fully and accurately reflected in the Company’s books and records. The following information must be documented to substantiate each benefit provided under this Policy:

      1. Business purpose;

      2. Benefit received/provided and its value;

      3. Date;

      4. Location and establishment (where a meal is hosted);

      5. Name, title and employer, Government Official or the affiliation of the public servant or Government Official; and

      6. Names and affiliations of other participating persons.

      At a minimum, all such records must be kept for five (5) years.

      The Compliance and Group Internal Audit Departments shall have the respective right to inspect such records as and when they deem appropriate to ensure compliance with this Policy.

9. Reporting Actual Or Suspected Wrongdoings

   1. Whistleblowing contact

      1. Any RCLIP Person who observes or suspects that another RCLIP Person or anyone else may be acting in contravention of this Policy has an obligation to report it. All such concerns may be reported to the RCLIP whistleblowing address at: compliance@rclip.com.sg

      2. Appropriate follow-up action will be taken in accordance with the RCLIP Whistleblowing Policy

      3. Any RCLIP Person who fails to report known or suspected violations may be subject to disciplinary action including termination of employment. In Singapore, a failure to report known or suspected violations by way of a Suspicious Transaction Report to the Commercial Affairs Department may also result in an offence under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act.

   2. Reporting should not be delayed

      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.

   3. Confidentiality and Non-retaliation

      1. Any report made in accordance with Section 9.1.1 will be treated with utmost confidentiality. No RCLIP Person 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 Company or the Group.

      2. Every RCLIP Person should be assured that there will be no retaliation taken against anyone who has, in good faith (i) sought advice regarding any 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.