Gifts, Donations And Sponsorships (gds) Policy

ROBI AXIATA LIMITED

1.Abbreviation

2. Definitions

“Axiata Group” or “the Group” is defined as AGB and its subsidiaries, associated companies, owned directly or indirectly by AGB.

“Robi Instruments” or “Governance Instruments” is defined as all applicable policies and procedures, Codes of Conduct and Limits of Authorities of Robi.

“Associated company” is defined as joint venture, partnership and other similar type of enterprises that Robi has controls or owns, directly or indirectly, with a 20% or more but less than 50% shareholding and/or eligible to vote, elect and appoint Board members and key management position(s).

“Anything of value” is defined as tangible or intangible goods, services, hospitality or gratifications, in monetary or in kind, that have some intrinsic value and are useful.

“Board of Directors” is defined as a corporate governing body of the organisation or entity.

“Board members” is defined as a group of individuals elected to represent the shareholders to act as a corporate governing body to supervise the activities of an organisation.

“Corporate Social Responsibility Activity” is defined as a voluntary, self-regulated and ethics driven action to ensure the sustainability of the society and our environment.

“Donation” is defined as a contribution, in cash or in kind, directly or indirectly, to a charitable organisation or association without expecting any incentives, advantages or returns.

“Employees” is defined as Senior Leadership Team (“SLT”), heads, senior managers, managers and individuals at all levels including permanent and contract employees, temporary employees and trainees or interns of Robi.

“Entertainment, Corporate Hospitality” is defined as anything of value which includes but is not limited to accommodation, travel tickets, event tickets, meals provided or hosted by a third party directly or indirectly through its representatives, agents, business associates to develop, foster or to continue a relationship.

“Facilitation payment” is defined as 'speed' or 'grease' payment (financial or non-financial) made directly or indirectly intending to secure or expedite the performance of a person carrying out a routine or administrative duty.

“Family member” is defined as any of the employee’s spouse, parents, children, brothers, sisters and spouse of the employee’s children, brothers or sisters.

“GDS” is defined as gifts, entertainment, corporate hospitality, CSR activities, donations and sponsorships.

“GDS Policy” or “This Policy” is defined as this Gifts, Donations & Sponsorships Policy.

“Gift” is defined as anything of value, in cash or in kind, provided to or received from a third party as a present and without expecting payment or fair value compensation from the recipient.

“Marketing” is defined as an action or activity carried out by Robi to sell the product or services that Robi has at the moment. Please refer to the Branding, Advertising, Marketing and Sponsorship Policy & Procedures for further illustrations.

“Personnel” is defined as all the employees and officers of Robi and Board members.

“Politically Exposed Person (PEP)” is defined as a person entrusted with a country’s public or governmental functions.

“Stakeholders” is defined as internal and external parties that have dealings with Robi which includes all members of the Board of Directors, SLT, heads, senior managers, managers and individuals at all levels including permanent, temporary and contract employees; and trainees or interns of Robi as well as third parties including customers, suppliers, contractors, vendors, agents, consultants, representatives, distributors, joint venture partners, regulators, authorities, Government officials and agencies and other external stakeholder(s) acting for or on behalf of Robi.

“Sponsorship” is defined as a support, financially or non-financially, extended to an individual, entity, organisation or association to fund, care or sustain a project, activity, individual or event with the primary purpose to promote our brand and build our reputation in return.

“Subsidiaries” is defined as any company or entity in which Robi, directly or indirectly, has more than a 50% shareholding or control.

“Third parties” or “business counterparties” are defined as Robi’s suppliers, contractors, vendors, agents, consultants, representatives, distributors, joint venture partners and other external stakeholder(s) acting for or on behalf of Robi.

“Whistleblowing or Speak Up Channel” is defined as the whistleblowing or Speak Up platform developed and maintained/operated by Expolink Europe Limited which has been adopted by Robi as its official communication channel for any party to lodge a complaint or concern.

3. Introduction

3.1 Robi takes pride in its beliefs and core values of Uncompromising Integrity and Exceptional Performance (UI.EP) and is committed to conducting business with zero tolerance policy against all forms of bribery and corruption.

3.2 Robi embraces the core values of UI.EP and strictly prohibits the receipt and giving of bribes, or participation in any acts or situations that may lead to, or be perceived as, bribes such as promise, offer or acceptance of gifts, entertainment, corporate hospitality, sponsorships, Corporate Social Responsibility (CSR) activities and donations (collectively known as GDS) to or from any person, entity or agency, to obtain, retain or provide an improper business advantage or favourable treatment.

4. Scope, Objectives and Applicability

4.1This Policy applies to all Stakeholders of Robi, which includes subsidiaries and associated companies that Robi has a controlling stake or ownership. Companies or entities in which Robi does not have a controlling stake are encouraged to adopt this Policy.

The GDS Policy provides guidelines to all Stakeholders on how to deal and make the right decision with GDS related matters.

4.2 This Policy is part of the ABAC Policy established by Robi to ensure adherence to all applicable regulations and legislation of the jurisdictions in which Robi operates. This Policy does not invalidate Robi’s existing Governance Instruments but to provide information, guidelines and guiding principles to all Stakeholders on how to assess the provision or acceptance of GDS that can or may be perceived to be improper, unethical or related to bribery and corruption.

4.3 The appointed GDS Committee (GDSC) and Compliance Officer shall oversee the adherence by all Stakeholders.

4.4 Wherever a local regulation or other binding codes enforce a stricter interpretation of the provision or acceptance of GDS, that interpretation shall be preferred and applied accordingly.

5. Non-compliance to GDS Policy

5.1 It is inconceivable for this Policy to address every situation that you may encounter, and you are encouraged to seek consultation from your Legal or Compliance Officer and/or immediate superior, if you are in doubt or require more information.

5.2 Failure to comply with this Policy may subject you to disciplinary action, including up to termination of employment, in accordance with Robi’s HR Policy.

5.3 If the third parties and business partners are found to have breached this Policy, or any laws or regulations, such breach may result in termination of the contract(s) and if required, be subject to legal proceedings.

5.4 If you become aware, informed or observed any non-compliance or violation of this Policy, you shall immediately, escalated the non-compliance or violation through the available reporting channels, including the Speak Up channel (https://wrs.expolink.co.uk/axiata). Such escalations will be investigated confidentially by the Investigation Unit of Robi Internal Audit Division.

6. Responsibilities

6.1 All Stakeholders are required to comply with this GDS Policy before accepting or offering anything of value. The following illustrates the roles and responsibilities of the governance parties in place to ensure compliance with this Policy.

Gifts, Donations and Sponsorships Committee (GDSC)

• Embrace, uphold and adhere to Robi value of UI.EP in all decision-making process for the provision and acceptance of GDS.
• Assist the Board of Directors in ensuring Robi complies to the applicable rules, regulations and legislation in all jurisdiction where Robi operates and GDS is offered or received in good faith and should not be construed or perceived as “advantage” or “benefit” to an individual or entity.
• Ensure the implementation of the approved modifications and improvements required to the GDS related processes, procedures, etc.

Compliance Officer

• Provide advice and consultation to Board members, GDSC and employees on GDS related matters with the focus of bribery and corruption risks.
• Attend GDSC meeting to provide insights, including minimum controls required, on the bribery and corruption risks involved in the transaction.
• Report GDS transactions that have been approved or rejected by GDSC to Robi Compliance which will then report to Robi’s Board Risk and Compliance Committee.
• Perform regular reviews on GDS process and procedures including performing GDS transactional testing to ensure the implemented controls for GDS are operating effectively to prevent and detect offered or received GDS transaction(s) and/or activities that can or may be construed or perceived as bribe.

Legal

• Provide insight and advice to Board members, GDSC and employees on the legal aspect of the applicable anti-bribery and anti-corruption rules, regulations and legislation in countries where Robi operates in with the focus of GDS related matters.
• Provide advice and consultation on the legal implication of detected non-compliance to this GDS Policy.

Employee

• Read, understand and adhere to this Policy before the acceptance or offer of GDS.
• Embrace the guiding principles in all decision made regarding the receiving and offering of GDS.
• Voice and highlight/escalate concerns if you are aware of any suspected violation of laws or internal policies and raise questions whenever in doubt.

Third-party

• Understand and share the same core and ethical values as Robi.
• Act in accordance with this Policy that is consistent with Robi core values during the offer and acceptance of GDS, for or on behalf of Robi.
• Voice concerns if you are aware of any suspected violation of laws or internal policies and raise questions whenever in doubt.

7. VITAL Principles

7.1 All Stakeholders are required to observe the following “VITAL” principles and exercise proper care and judgement with the highest degree of integrity before accepting or offering anything of value. The principles served as a guideline when determining if anything of value received or provided are legitimate and in compliance with this Policy and/or Robi Instruments. If you are in doubt, please seek advice from the Compliance Officer or Legal Division or your immediate superior for further guidance before the offer or acceptance of anything of value.

Value – Entertainment and corporate hospitality offered or received shall not be (actual or perceived) extravagant, excessive, outside the norm or exceed the aggregated or equivalent threshold stipulated in the GDS Procedures. Exceptions to the general rule of “No Gift” Policy, Sponsorships, CSR activities and donations must be assessed with caution and approved in accordance to the Robi Instruments and GDS Procedures.

Intention – Anything of value offered or received should not convey an expressed or perceived “advantage” or “benefit”, monetary or otherwise, with the intention to improperly influence the decision-making process to obtain, secure or retain opportunity although it is occasional or within the approved value.

Timing – Anything of value should not be offered or received during the period that may give the appearance (actual or perceived) of it being offered or received to improperly influence the decision made to obtain, secure or retain a business opportunity.

Avoid conflict of interest – Anything of value should not be offered or received if it gives rise to actual/real or perceived conflict of interest and creates an obligation or impact to the objectivity of the Stakeholders in making an impartial decision for and on behalf of Robi. Stakeholders should refrain from taking advantage of their position or exercise their authority for their own personal interest at the expense of Robi.

Limited frequency – Anything of value offered to or received from a party should not be repetitive or have a recurring pattern, albeit the value is low to avoid any actual or perceived conflicts of interest or inappropriate influence.

7.2 Stakeholder(s) shall not use or deploy Robi’s personnel, funds and resources to provide anything of value, directly or indirectly, to Public/Government Officials and PEPs as well as to or through agents for personal gain, improper business advantage or favourable treatment for Robi. Please refer to Robi’s ABAC Policy for further information including the definition and dealings with Public/Government Official or PEPs and the GDS Procedures as well as the Robi Instruments for the guidance on the principles involved.

8. Gifts

8.1 Robi has adopted a “No Gift” Policy, whereby all its Stakeholders as well as their family members, who are acting for, and on behalf of Robi, directly or indirectly, are prohibited from giving or accepting gifts to avoid conflict of interest (actual or perceived) as a gift can be seen as a bribe that may negatively impact Robi’s reputation or be in violation of the ABAC Policy as well as laws and regulations.

8.2 Exception to the “No Gift” Policy is only allowed under limited situations or circumstances that are stipulated in Robi’s GDS Procedures and Governance Instruments.

8.3 The general rule is to refuse or return the gifts sent by Third Parties immediately and in no circumstance or exception shall allow a Board member, employee and his/her family members to accept gifts in cash or cash equivalents and may lead to perceived or actual conflict of interest.

8.4 It is acknowledged that business relationships may sometimes result in a need to re-evaluate our “No Gift” Policy. However, we must ensure we are not influencing or seen to be influenced in our decisions by the gifts offered or received, and there is a genuine and legitimate business purpose in seeking for an exception to the “No Gift” Policy from MD & CEO.

8.5 Exceptions to the “No Gift” Policy in offering or provision of gifts are only permitted if pre-approval is obtained from MD & CEO upon exercising the expected proper care and judgement in conscientiously maintaining the highest degree of integrity that is consistent with the “VITAL” principles and UI.EP values.

Common examples of entertainment are lunches, dinners, attending events etc. that are extended to external party or non-employees.

Corporate hospitality is a form of hospitality offered to external parties or non-employees for free which may include travel tickets, accommodations etc.

8.6 All instances of potential exceptions of this Policy must be disclosed immediately to the respective Robi Compliance Officer and/or GCRCO.

9. Entertainment and Corporate Hospitality

9.1 Entertainment and corporate hospitality are forms of hospitality accepted by or offered to external parties or non-employees to build and maintain good business relationships and as part of business networking. Common entertainment and corporate hospitality received or offered are meals, golf games, ticket for events, travel tickets, accommodation/lodging, etc.

9.2 All Stakeholders, as well as their family members, who are acting for, and on behalf of Robi, directly or indirectly, are discouraged from giving or accepting entertainment and corporate hospitality.

9.3 All entertainment and corporate hospitality received or offered should be part of the normal business relations, legitimate and modest, and at nominal value. Personnel are strictly prohibited from receiving and offering entertainment and corporate hospitality whether directly or indirectly through an intermediary to improperly influence on any party in exchange for benefit/favourable treatment or decision made to obtain, secure or retain a business opportunity.

9.4 Entertainment and corporate hospitality must not be received or given during time sensitive periods (e.g. during tendering process, or business projects and contract renewals) nor should it be frequent and/or of high value although the intention of the giver might not be to influence business process or decision.

9.5 All entertainment and corporate hospitality received or offered in all occasions shall be assessed, approved and reported in accordance with this Policy, Robi’s GDS Procedures and Governance Instruments.

10. Sponsorships

10.1Robi participates in commercially driven sponsorships, where financial support is extended to an individual, entity, organisation or association to support a project, activity or event.

10.2 Good judgement and due diligence must be exercised to assess the purpose and intention of the sponsorships to ensure it promotes a legitimate business objective, is transparent, does not violate Robi’s core values, policies and applicable laws, and is not made to secure improper business or personal advantage.

10.3 All sponsorships need to be agreed in writing with a clear description of services that are being provided under the sponsorship agreement. The business partner needs to provide proper evidence of execution of services under the agreement.

10.4All sponsorships shall be assessed, approved and recorded based on the procedures indicated in Robi’s GDS Procedures, BAMS P&Ps and Governance Instruments.

11. Corporate Social Responsibility Activities

11.1 Robi supports various types of CSR activities to ensure the sustainability of our society and environment through voluntary activities and should not generate any commercial value in return of carrying out the activities.

11.2 CSR activities must not be carried out to disguise bribery or as a conduit to fund illegal activities violate to our policies, Governance Instruments and applicable legislation.

CSR activity is a self-regulated and ethics-driven activity to ensure the sustainability of society and our environment through voluntary activity.

11.3 Transparent selection, careful examination and good judgement shall be performed to assess the legitimacy and genuineness of the activities to ensure the activities are not carried out to influence a business outcome improperly.

11.4 All CSR activities shall be selected, assessed, approved and executed based on the procedures set out in Robi’s GDS Procedures and Governance Instruments.

12. Donations and Political Contributions

12.1 Robi makes donations with a philanthropic motivation, clear documented purpose and without expecting any services, opportunities, benefits or advantages in return.

12.2Donations shall not be made to disguise bribery or as a conduit to fund illegal activities that violate Robi’s core values, Governance Instruments and applicable legislation.

Donation is something contributed or given (in cash or in kind) by Robi as charity without expecting any incentive, advantages or returns.

12.3 Donations also shall not be made to secure an improper business or personal advantage. Rigorous due diligence must be exercised to assess the purpose of the donation and the reputation or status of the beneficiaries to ensure the donation made is used for the intended purpose and received by the legitimate recipient(s).

12.4All donations shall be assessed, pre-approved and recorded based on the procedures outlined in Robi’s GDS Procedures and Governance Instruments. All donations shall also be offered and made transparently.

12.5 Robi prohibits any kind or form of political contributions or donations. Stakeholder(s) must not use or deploy Robi’s personnel, funds and resources to make contributions or donations on behalf of Robi to any political campaigns, political parties, political candidates or their respective offices/officials or affiliated organisations.

12.6 Please refer to Robi’s ABAC Policy for further information on the definition and dealings with Public/Government Official or PEPs.

Political contributions, in cash or in kind, cannot be made to support a general party, a party, politician or a candidate for political office.

13. Facilitation Payment

13.1 Robi recognises facilitation payments as gratification or inducements to secure or expedite a routine function which one person shall be or is responsible for performing as part of his/her daily roles and responsibilities. The payments are usually small payments paid unofficially to expedite routine administrative process on matters such as visas, permits, licences, and custom clearance.

13.2 Stakeholders are prohibited to directly or indirectly offer, promise, give, solicit or accept, agree to accept, or attempt to obtain anything that might be regarded as a facilitation payment in any form. Please refer to Robi’s ABAC Policy for further illustrations.

14. Recording and Reporting

14.1 Robi is committed to maintaining complete, accurate and detailed books and records that always fairly reflect all offered or received GDS by Robi. All GDS requests must be raised via a GDS system where the business rationale, purpose, substance and legality of the transactions shall be recorded.

14.2 All transactions shall be accounted in a transparent and accurate manner to reflect and disclose in Robi’s books and records. Robi affirms that we shall not allow its employees to:

a.alter, conceal any information, falsify and omit or misrepresent the facts of any GDS record or transaction; or

b.encourage or allow anyone else to compromise the accuracy and integrity of Robi’s records; or

c.engage in any scheme to defraud anyone.

14.3 The procedures on how to record a GDS transaction are set out in GDS Procedures and if you are in doubt, please seek consultation or advice from Compliance Officer or Legal Division or your immediate superior to determine the applicable legal requirements for the specific record.

14.4 GDS transactions, process and procedures are also subjected to assessment or review by the Compliance Department on an annual basis, or as and when required by any law/regulation or by the Compliance Department. Compliance Officer should monitor and provide regular reporting to its RCMC, BRCC and Board.

15. Review and updates to this Policy

15.1 This Policy shall be monitored and reviewed at least once every two (2) years or as and when required by any law/regulation, or by the R&C Division. The required updates and amendments shall be recommended by the RCO to the GCRCO for the same to be tabled to Axiata Group and/or Robi’s BRCC and Board for final approval in accordance with the Group and Robi’s Governance Instruments. All Stakeholders shall be informed of any revisions made to this Policy.

Axiata Group reserves the right to vary and/or amend the terms of this GDS Policy from time to time.