Anti-Bribery and Corruption Policy

1. Policy Statement

CGPT Consulting Sdn Bhd (Carbon GPT) is committed to conducting business with the highest standards of integrity and transparency. We have zero tolerance for bribery and corruption in any form, whether in our direct operations or through third parties acting on our behalf. This policy applies to all employees, directors, contractors, consultants and business partners.

2. Scope and Application

This policy applies to:

• All employees, directors and officers of Carbon GPT
• Contractors, consultants and temporary workers
• Business partners, suppliers and vendors
• Joint venture partners and agents
• All business activities, transactions and relationships worldwide

3. Definitions

3.1 Bribery

The offering, giving, receiving or soliciting of anything of value to influence the actions of an official or other person in a position of trust, or to gain an unfair business advantage.

3.2 Corruption

The abuse of entrusted power for private gain, including but not limited to bribery, fraud, embezzlement and conflicts of interest.

3.3 Facilitation Payments

Small payments made to expedite or facilitate routine government actions that the payer is legally entitled to receive.

3.4 Public Official

Any person holding a legislative, administrative or judicial office, employees of government agencies, state-owned enterprises, public international organisations and political parties.

4. Prohibited Activities

4.1 Zero Tolerance

Carbon GPT strictly prohibits:

• Offering, giving, requesting or accepting bribes in any form
• Making facilitation payments to expedite routine government services
• Engaging in any form of corruption or fraudulent practice
• Money laundering or handling proceeds from illegal activities
• Conflicts of interest that compromise business judgement

4.2 Third-Party Conduct

• No use of third parties to engage in prohibited activities
• Due diligence required for all business partners and intermediaries
• Clear contractual obligations for anti-bribery compliance
• Regular monitoring of third-party conduct

5. Gifts, Entertainment and Hospitality

5.1 General Principles

All gifts, entertainment and hospitality must be:

• Legal and ethical according to local laws and customs
• Reasonable and proportionate in value
• Transparent and properly recorded
• Given or received in good faith without expectation of reciprocal benefit
• Not intended to influence business decisions improperly

5.2 Prohibited Gifts and Entertainment

• Cash or cash equivalents (gift cards, vouchers)
• Gifts exceeding RM500 in value
• Entertainment that could be considered lavish or inappropriate
• Any gift or entertainment involving public officials without prior approval
• Personal favours or services

5.3 Approval Requirements

• Gifts or entertainment valued between RM200 and RM500 require line manager approval
• Any gifts or entertainment involving public officials require CEO approval
• All approved gifts and entertainment must be recorded in the gifts register

6. Political and Charitable Contributions

6.1 Political Contributions

• All political contributions must be pre-approved by the CEO
• Must comply with local election laws and regulations
• Cannot be used to influence business decisions or gain unfair advantage
• Must be transparent and properly documented

6.2 Charitable Contributions

• Must be to legitimate charitable organisations
• Cannot be used as a vehicle for bribery or to influence business decisions
• Require appropriate approval based on contribution amount
• Must be properly documented and recorded

7. Due Diligence and Risk Assessment

7.1 Business Partner Due Diligence

All business partners must undergo appropriate due diligence, including:

• Background checks and reputation assessment
• Review of business practices and ethical standards
• Assessment of bribery and corruption risks
• Verification of licences and regulatory compliance
• Ongoing monitoring and periodic reviews

7.2 Risk Assessment Factors

Special attention is given to relationships involving:

• Government contracts or public sector interactions, including government-linked companies and regulated financial institutions
• Operations in high-risk jurisdictions
• Use of agents, intermediaries or consultants
• Joint ventures and partnerships
• Mergers and acquisitions

8. Training and Awareness

8.1 Mandatory Training

• Annual anti-bribery and corruption training for all employees
• Specialised training for high-risk roles and positions
• New employee orientation includes anti-bribery training
• Regular updates on policy changes and regulatory developments

8.2 Awareness Programmes

• Regular communication on ethical business practices
• Case studies and examples of prohibited activities
• Clear guidance on reporting procedures and protection mechanisms
• Integration with other compliance training

9. Reporting and Investigation

9.1 Reporting Channels

Anyone who suspects a breach of this policy should report it through any of these channels:

• Their line manager
• The Chief Executive Officer, in confidence, at matthew@carbongpt.ai
• Where the concern involves the Chief Executive Officer, a director of the company, Dr. Ivan Ling, at ivan@carbongpt.ai
• The Malaysian Anti-Corruption Commission (MACC), directly

Reports may be made anonymously. Reports made in good faith will be treated in confidence to the extent the law allows.

9.2 Investigation Process

• All reports are investigated promptly and thoroughly
• Serious allegations are investigated by a person independent of the matter reported
• Cooperation with law enforcement and regulatory authorities as required
• Documentation of the investigation process and outcome
• Reporting of outcomes to the board of directors

9.3 Protection from Retaliation

• Zero tolerance for retaliation against anyone who reports in good faith
• Confidentiality protections for reporters where possible
• Disciplinary action for any form of retaliation
• Support and protection measures for whistleblowers

10. Record Keeping and Financial Controls

10.1 Financial Controls

• Accurate and complete recording of all transactions
• Prohibition of off-the-books accounts or transactions
• Regular review of financial controls and procedures
• Segregation of duties for financial approvals and payments

10.2 Documentation Requirements

• Proper documentation for all business transactions
• Retention of records in accordance with legal requirements
• Regular review of expense claims and financial records
• Clear audit trails for all payments and expenditures

11. Supply Chain Management

11.1 Supplier Requirements

All suppliers and vendors must:

• Acknowledge and comply with our anti-bribery and corruption standards
• Provide representations and warranties regarding ethical conduct
• Submit to periodic due diligence reviews
• Report any bribery or corruption concerns immediately

11.2 Contract Provisions

• Anti-bribery and corruption clauses in supplier agreements
• Right to audit and inspect where appropriate
• Termination rights for violations of anti-bribery standards
• Requirement to flow down these standards to sub-contractors

11.3 Our Obligations as a Vendor

Where Carbon GPT is itself a vendor, it complies with the integrity pledges, codes of conduct and anti-corruption requirements of its clients, in addition to this policy.

12. Monitoring and Compliance

12.1 Regular Assessment

• Annual bribery and corruption risk assessment
• Periodic review of policies and procedures
• Monitoring of high-risk business activities and relationships
• Regular compliance reporting to senior management

12.2 Continuous Improvement

• Updates to this policy as regulations change
• Adoption of best practice and industry standards
• Feedback from employees and stakeholders

13. Disciplinary Action

13.1 Enforcement

Violations of this policy may result in:

• Disciplinary action up to and including termination of employment
• Termination of business relationships with third parties
• Civil and criminal legal action where appropriate
• Recovery of any improper payments or benefits received

13.2 Consistent Application

• Fair and consistent enforcement across all levels of the organisation
• Consideration of intent, circumstances and cooperation in investigations
• Documentation of all disciplinary actions

14. Governance and Oversight

14.1 Senior Management Responsibility

• The Chief Executive Officer is the senior executive responsible for anti-bribery compliance and acts as compliance officer
• Regular reporting to the board of directors on compliance matters
• Integration of compliance considerations into business strategy
• Allocation of appropriate resources to the compliance programme

14.2 Compliance Function

• Day-to-day implementation, monitoring and reporting by the compliance officer
• Coordination with finance and human resources
• External legal advice where appropriate

15. Legal Compliance

15.1 Applicable Laws

This policy supports compliance with:

• The Malaysian Anti-Corruption Commission Act 2009, including the corporate liability provision in Section 17A
• The Guidelines on Adequate Procedures issued under Section 17A(5) of that Act, whose principles (top-level commitment, risk assessment, undertaking control measures, systematic review, monitoring and enforcement, and training and communication) this policy is designed to follow
• The Competition Act 2010 and the Personal Data Protection Act 2010, where relevant to the conduct covered here
• The UK Bribery Act 2010 and the US Foreign Corrupt Practices Act, where applicable
• Other applicable anti-bribery and corruption laws in the jurisdictions where we operate

15.2 Legal Updates

• Monitoring of changes in applicable laws and regulations
• Updates to policies and procedures as required
• Training on new legal requirements
• Consultation with legal counsel on complex compliance matters

16. Review

This policy is reviewed annually and updated as necessary to reflect changes in business operations, regulatory requirements and best practice. All employees are expected to familiarise themselves with this policy and to seek guidance when in doubt about appropriate conduct.

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