Vendor Code of Business Conduct

At UBF MAINTENANCE SDN BHD (UBF), our success is not only measured by the results we achieve, but also how we achieve them.

Behaving in an ethical manner is our responsibility and as such, the Conduct of our Vendors is important to us.
Therefore, it is vital that a specific Vendor Code of Business Conduct (Vendor COBC) be established to provide guidance to the Vendors on the required standards of behaviour when conducting work for UBF.
The standards of behaviour are derived from UBF’s Core Values and Business Principles.

Date Issued : 30th June 2022
Revision : 0

TABLE OF CONTENTS
1. PURPOSE
2. SCOPE
3. GENERAL PRINCIPLES OF THE VENDOR COBC
4. RESPONSIBILITY AND COMPLIANCE WITH THE VENDOR COBC
5. LABOUR & HUMAN RIGHTS

5.1 Equal Opportunity and Non-Discrimination
5.2 Elimination of Harassment & Violence
5.3 Illegal Substances
5.4 Criminal Activities
5.5 Reasonable Wages, Benefits & Working Hours
5.6 Freedom of Association & Rights to Collective Bargaining
5.7 Eradication of Exploitation
5.8 Abolishment of Child Labour & Protecting the Rights of Children
5.9 Respecting Community Rights & the Rights of Indigenous and Vulnerable
People

6. HEALTH, SAFETY & ENVIRONMENT

6.1 Workplace Environment
6.2 Decent Working & Living Conditions
6.3 Emergency Preparedness
6.4 Environmental Protection

7. ETHICS & MANAGEMENT PRACTICES

7.1 Avoiding Conflicts of Interests

7.1.1 Dealings with the Group
7.1.2 Dealings with a Director or Employee of the Group
7.1.3 Family Members and Close Personal Relationships

7.2 Guarding Against Bribery and Corruption
7.3 Gifts, Entertainment and Corporate Hospitality
7.4 Donations and Sponsorships
7.5 Protecting Group Assets
7.6 Accuracy of Records of Business Transactions and Financial Information
7.7 Proprietary and Confidential Information
7.8 Insider Information, Securities Trading and Public Disclosure
7.9 Personal Data Protection
7.10 Social Media
7.11 Competition and Anti-Trust Laws
7.12 International Trade Laws
7.13 Dealing with Government Authorities, Political Parties and International Organisations
7.14 Anti-Money Laundering and Anti-Terrorism Financing

8. CONTACT US
9. DEFINITIONS

1. PURPOSE
The Vendor COBC handbook provides guidance on the standards of behaviour required from all Vendors of UBF.

2. SCOPE
This Vendor COBC applies to:

• All Vendors of UBF when conducting work for UBF and its customers/clients.
• All Vendor’s subsidiaries, affiliates and all other parties that they have appointed to conduct work for UBF with a prior written consent from UBF.

3. GENERAL PRINCIPLES OF THE VENDOR COBC
This Vendor COBC outlines the standards of behaviour required from the Vendors in relation to labour & human rights, health, safety & environment and ethics & management practices.
The Vendor COBC is not an exhaustive document and does not address every possible situation. Vendors are obliged to familiarise themselves with and adhere to all applicable policies, procedures, laws and regulations of the countries in which they operate.
When there is a conflict between the provisions of this handbook and any other regulatory and legislative provisions, the stricter provisions shall apply. However, if the local custom or practice conflicts with this handbook, Vendors are required to comply with the Vendor COBC.
The official text of this handbook shall be the English language, and if there is a conflict of the translated version of the handbook, the English version shall prevail.
If there is any ambiguity or doubts with regard to the above, Vendors shall consult the party in UBF whom they are contracting with for clarification and guidance.

4. RESPONSIBILITY AND COMPLIANCE WITH THE VENDOR COBC
Vendors are required to:

• Understand and comply with the Vendor COBC.
• Disseminate, educate and verify compliance of their Employees, subsidiaries, affiliates and all other parties that they have appointed to conduct work for UBF, to this Vendor COBC.

Vendors shall read and declare compliance with the Vendor COBC via the Vendor Integrity Pledge. Through this pledge, the Vendor commits that all its operations are subject to the provisions contained in this Vendor COBC. Depending on the business needs, further requirements may be imposed on the Vendors through a separate agreement or terms and conditions.
UBF has the right to audit Vendors to verify compliance with this Vendor COBC and/or with the requirements set out in the third party agreements to permit ongoing assessment of risk. Violation of the Vendor COBC may jeopardise the Vendor’s business relationship with UBF. Vendors may be subjected to appropriate action(s) by UBF which may include suspension, termination up to and including blacklisting. Violation of the Vendor COBC that is related to criminal acts or such that is governed and regulated by law may result in prosecution after referral to the appropriate authorities.

5. LABOUR & HUMAN RIGHTS
UBF is committed to ensure an ethical business conduct that protects the rights of employees and workers in our operations. When conducting work for UBF, Vendors and their employees, their subsidiaries, affiliates and all other parties that they have appointed to conduct work for UBF are required to uphold respect for human rights including labour rights, by treating their Employees and workers with respect, trust, honesty and dignity, and by providing a fair and ethical workplace.
Vendors are also encouraged to have similar commitments within their own business practices. In the course of conducting work for UBF, Vendors are required to demonstrate the following standards of behaviours, where applicable:

5.1 Equal Opportunity and Non-Discrimination
We promote diversity and inclusion and will not tolerate any form of discrimination. Vendors are encouraged to provide equal opportunities to all of its Employees to ensure that employment-related decisions are based on relevant qualifications, merit, performance and other job-related factors and in compliance with all applicable laws and regulations. Vendors shall not discriminate against any Employee based on personal characteristics, such as gender, race, disability, nationality, religion, age or sexual orientation unless specific laws or regulations expressively provide for selection according to specific criteria.

5.2 Elimination of Harassment & Violence
Vendors are required to promote an environment where all forms of harassment and abuse are eliminated. The actions or behaviours of harassment and violence include (but not limited to):

• • • Derogatory comments based on gender, racial or ethnic characteristics, and unwelcomed sexual advances.
    • Any form of sexual harassment.
    • Spreading of malicious rumours.
    • Use of any forms of communication channels such as emails, voicemail or social media to transmit derogatory or discriminatory material.

5.3 Illegal Substances
UBF strictly prohibits the use or transfer of illegal drugs or other illegal substances in its workplace. Vendors shall ensure that such acts are not conducted by its Employees, while performing work for UBF.

5.4 Criminal Activities
Vendors shall ensure that none of its Employees, affiliates or other parties assigned to conduct work for UBF are engaged or involved in any behaviour or activities that may be categorised as subversive or commit any wrongdoing, criminal or otherwise that is punishable under the laws of the countries where the Vendors operate. This may include (but not limited to) the use of business dealings/transactions with UBF as a cover up for their criminal, subversive and act of wrongdoings.

5.5 Reasonable Wages, Benefits & Working Hours
Vendors shall provide fair and reasonable employment conditions for its Employees, affiliates or other parties, in particular, those assigned to perform work for UBF. Such employment conditions include, but not limited to:

• • Providing fair wage and benefits to its Employees, affiliates or other parties based on the legally determined minimum wage that promotes productivity targets, and ensuring overtime work is compensated statutorily.
  • Complying with legal requirements on reasonable working hours, including holiday and leave entitlements.

5.6 Foreign or Migrant Workers
Foreign or Migrant Workers, as and when engaged by the Vendor, are to be employed in full compliance with the labour and immigration laws of the host country. Prior to hiring, the basic terms of employment must be provided to employees in their native language or language in which they understand. Passports and other forms of personal identification must remain in the Vendor’s possession as Employee at all times and are never to be withheld by the Vendor or any third party in full compliance with the labour and immigration laws of the host country.

5.7 Eradication of Exploitation
UBF endeavour to eradicate all forms of bonded and forced labour, slavery, human trafficking and sexual exploitation. When supplying labour to perform work for UBF, Vendors shall refrain from using or facilitating any of the following activities:

• • The Vendors’ Employees are not charged with recruitment fees for the purpose of restricting free movement.
  • Original identification documents of the Vendors’ Employees such as NRIC, passports or work permits are not retained involuntarily by Vendors.
  • Payment of the Employees’ salaries are not withheld or delayed beyond the extent permitted by applicable laws and regulations in the countries where the Vendors operate.

In addition, the Vendors shall ensure that recruitment of Employees is done via legitimate recruitment agencies, which are properly licensed to operate under applicable laws.

5.8 Abolishment of Child Labour & Protecting the Rights of Children
UBF seek to promote the well-being of children and safeguard them from any form of maltreatment or exploitation, including but not limited to child sex tourism, child trafficking, and child pornography. As such, Vendors shall not employ anyone under the age of 18 or the applicable minimum legal age in the countries they operate, unless in vocational and/ or formal and structured apprentice-ship, educational and training programmes.

6. HEALTH, SAFETY & ENVIRONMENT
UBF strives to provide a safe, secure and healthy working environment to our employees and workers in our operations to support the wellbeing of our communities. Vendors are required to create and maintain safe working environment and to comply with the Environmental and Occupational Safety and Health laws and regulations of the countries where they operate. In the course of conducting work for UBF, Vendors are required to demonstrate the following standards of behaviours, where applicable:

6.1 Workplace Environment
Vendors shall provide a safe and healthy working environment for its Employees in order to prevent accident and minimise risks. As such, their Employees shall be provided with free and adequate protective equipment and tools to undertake their tasks safely. Any reports on unsafe equipment and tools, hazardous conditions and accidents must be acted upon immediately in performing their tasks.
Vendors shall also ensure that their Employees use the protective equipment and tools that are provided to them, including those provided by UBF (if any).

6.2 Decent Working & Living Conditions
Vendors shall ensure the working and living conditions for its Employees are decent, by providing access to basic needs such as (but not limited to) clean toilet and bathroom facilities, portable water, sanitary food preparation and storage facilities, adequate lighting, ventilation, and reasonable personal space. Company-provided accommodations shall be safe and sanitary, besides being constructed and maintained according to all applicable laws and regulations.

6.3 Emergency Preparedness
Vendors shall be prepared in handling emergency situations and adequately provide its Employees with all the necessary health and safety information, equipment and facilities. Vendors shall ensure that:

• • Written health and safety information, hazardous materials safety data sheets and warning signage are available, displayed and communicated in appropriate languages and forms that are understood by its Employees.
  • Employees are adequately trained on safe working practices, accident procedures and emergency evacuation procedures.
  • Employees are granted access to first aid equipment, medical facilities, fire exits, as well as fire-fighting and safety equipment.

6.4 Environmental Protection
Vendors are required to minimise health and environmental risk by utilising natural resources responsibly and reducing waste and emissions, where practicable. Vendors shall implement measures to prevent pollution and ensure that hazardous materials do not come into contact with the environment or are incorrectly handled or disposed.
Vendors shall also ensure that UBF’s procedures regarding environmental protection are followed and in the absence of such procedures, they shall comply with the applicable laws and regulations pertaining to health, safety & and environment.

7. ETHICS & MANAGEMENT PRACTICES
Vendors are required to conduct their businesses in accordance with the standards of ethical behaviour prescribed in this Vendor COBC and in accordance with all applicable laws and regulations.
In the course of conducting work for UBF, Vendors are required to demonstrate the following standards of behaviours, where applicable.

7.1 Avoiding Conflicts of Interests
A conflict of interest arises when there is a personal interest that could be seen to have the potential to interfere with the objectivity in performing duties or exercising judgement.
Vendors must not use their positions as well as UBF’s resources and assets for their personal gain or for the advantage of those they are associated with.
Vendors shall avoid conflicts of interests when dealing with or for UBF. Vendors who find themselves in a situation of conflict whether actual or potential are required to disclose it to UBF.

7.1.1 Dealings with UBF
In the event that the Vendor is related to any of our directors or employees or their family members who has any substantial financial interest in a Vendors’ business, the Vendor shall disclose such information to the party in UBF whom the Vendor is contracting with, except in the case where the Vendor is a public listed company and such financial interest is less than 5% in equity.

7.1.2 Dealings with the Director or Employee of the UBF
Vendors may have personal dealings with any of our directors or employees or their family members. However, in such cases, Vendors shall ensure that these dealings are on an arms-length basis e.g. sales/purchases with terms which are not more favourable than those offered to the public.

7.1.3 Family Members and Close Personal Relationships
Any Vendor’s Director or Employee who has a family relation or close personal relationship to our director or employee of UBF must disclose such relationship to the party in UBF whom the Vendor is contracting with in order to ensure that their appointment as a Vendor will not be partly or fully determined, influenced or supervised by the said director or employee of UBF. The Vendor shall fairly compete for any job awards based on their qualification, performance, skills, experience, pricing and other commercial offerings.

7.2 Guarding Against Bribery and Corruption
UBF takes a zero-tolerance approach towards bribery and corruption. As enforced by the local authorities in the countries where Vendors operate, the consequences of bribery and corruption are severe, and may include imprisonment for individuals, unlimited fines and debarment from tendering for public contracts. Vendors shall not influence others or be influenced, either directly or indirectly, by paying or receiving bribes or kickbacks or any other measures that are deemed unethical or will tarnish UBF’s reputation. Vendors must comply with all applicable anti-corruption laws and regulations and treaties in all countries where they operate. The Vendor must also comply with the Vendor Integrity Pledge (VIP) AND Anti-Bribery and Anti-Corruption Policy of UBF as well. The Vendors shall not, either directly or indirectly, promise, offer or give any bribe or an improper advantage (whether financial or otherwise) to any individual in UBF or any other individual representing UBF, as an inducement, incentive, reward, gift or bonus to be selected and/or for any other purpose connected to UBF’s dealing. The Vendor shall not directly or indirectly promise, offer, grant or authorise the giving of money or anything else of value, to public officials, officers of private enterprises and their Connected Persons to obtain or retain a business or an advantage in the conduct of business when carrying out UBF’s dealing. These include:

• • Commissions that Vendors have reason to suspect will be perceived as bribes or have reason to suspect will be used by the recipient to pay bribes or for other corrupt purposes; and
  • Facilitation payments (‘grease payments’) which are regarded as payments to public officials to gain access, secure or expedite the performance of a routine function they are in any event obligated to perform. We do not allow facilitation payments to be made. Vendors must inform the party in UBF whom they are contracting with when faced with any request for a facilitation payment. If Vendors have made any payment which could possibly be misconstrued as a facilitation payment, the party in UBF whom they are contracting with must immediately be notified and the payment recorded accordingly.

Vendors must also refrain from any activity or behaviour that could give rise to the perception or suspicion of any corrupt conduct or the attempt thereof. Promising, offering, giving or receiving any improper advantage in order to influence the decision of the recipient or to be so influenced may not only result in contractual breach but also criminal charges.

7.3 Gifts, Entertainment and Corporate Hospitality
UBF prohibit the use of gifts, entertainment and corporate hospitality to influence its business decisions. Vendors shall not offer gifts (including in the form of cash or cash equivalents), personal services, frequent lavish meals, improper entertainment that is indecent or sexually oriented, travel which is not for a legitimate business purpose, or those otherwise that may put UBF in a position of conflict, with an intention to influence business decision or was otherwise intended or given with the expectation of gaining any advantage, or which may adversely affect UBF’s reputation. Vendors are required to comply with all applicable laws and regulations related to the use of gifts, entertainment and corporate hospitality in all countries in which they operate.

7.4 Donations and Sponsorships
Company donations and sponsorships are part of a commitment to society and a way of contributing to worthy causes. Unfortunately, even legitimate donations and sponsorships sometimes have the risk of creating the appearance of bribery and corruption. For that reason, when performing work for UBF, the Vendors shall not offer any donations or sponsorships to any third parties without UBF’s prior written approval.

7.5 Protecting Group Assets
Vendors may have access to UBF’s assets in the performance of their services. Vendors are required to protect these assets against waste, loss, damage, abuse, misuse, theft, misappropriation or infringement of Intellectual Property rights and ensure these assets are used responsibly.

7.6 Accuracy of Records of Business Transactions and Financial Information
UBF is committed to ensure the integrity of financial information for the benefit of stakeholders, including but not limited to the board of directors, management, shareholders, creditors and government agencies. Vendors must ensure that all business records and documents for all transactions conducted with UBF are accurate, up-to-date, legible, readily identifiable and retrievable. All records shall be handled according to the appropriate level of confidentiality and conform to generally accepted accounting principles as well as to all applicable laws and regulations of the jurisdiction in which the Vendors operate. Such records shall be furnished or made available to UBF, as and when required, to facilitate verification or audit purposes. Falsification of financial or any other records or misrepresentation of information may constitute fraud and can result in civil and criminal liabilities for Vendors.

7.7 Proprietary and Confidential Information
Vendors are required to protect the UBF’s Proprietary Information and Confidential Information. Such information shall only be used by Vendors for the purposes authorised by UBF. Vendors shall not communicate or disclose such information in any manner to third parties unless such communication or disclosure is authorised by UBF or in cases where such information has become publicly available. Vendors have an obligation to continue to preserve the Proprietary Information and Confidential Information even after their contractual obligations to conduct work for UBF have been completed or have ceased to take effect, unless such disclosure is required by order of any court of competent jurisdiction or any competent judicial, governmental or regulatory authority.

7.8 Insider Information and Public Disclosure
Vendors must also refrain from disclosing insider information to anyone, including their family members and friends, unless such disclosure is required by order of any court of competent jurisdiction or any competent judicial, governmental or regulatory authority. Disclosure of material, non-public information to others can result in civil and criminal penalties.

7.9 Personal Data Protection
UBF respects the privacy and confidentiality of its employees, directors, Counterparties, Business Partners and customers’ personal data. Vendors are required to do the same by keeping personal data private and protected, unless access is granted for legitimate business purposes. Vendors are required to comply with Personal Data Protection Act, 2010 and/or any applicable laws. Appropriate measures must be taken when dealing with personal data in terms of collection, processing, disclosure, security, storage and retention.

7.10 Competition and Anti-Trust Laws
Vendors are required to comply with competition and anti-trust laws that govern the countries in which they operate. Vendors shall not use illegal or unethical methods to compete in the market or collude with other Vendors in the business dealings with UBF. This includes without limitation:

• • exchanging competitive information with competitors;
  • bid rigging (including arrangement to submit sham bids);
  • price fixing or terms related to pricing;
  • market, territories or customers allocations;
  • adopting strategies to illegally exclude competitors from the market, such as, without limitation anti-competitive bundling or predatory pricing or any other prohibited conduct that limits free and fair competition.

7.11 International Trade Laws
Vendors whose line of work with UBF is impacted by these laws, are required to familiarise and comply with such applicable laws and regulations particularly in relation to (but not limited to) import and export controls, such as trade barriers and import duties.

7.12 Dealing with Government Authorities, Political Parties and International Organisations
Vendors shall avoid from having the appearance of making such contributions or expenditure to any political party, candidate or campaign on behalf of UBF. Vendors shall comply with the applicable laws and regulations relating to their dealings with these parties in all countries in which they operate.

7.13 Anti-Money Laundering and Anti-Terrorism Financing
Vendors are required to comply with any anti-money laundering and anti-terrorism financing acts in all countries in which they operate. Vendors shall not be involved in any money laundering activities, either directly or indirectly in a transaction that involves proceeds of any unlawful activity within the meaning of Section 3 of the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act, 2001. Such activities include colluding with any of UBF’s employees to transfer or obtain illegal funds and using their work with UBF as a cover up for their illegal and/or unlawful activities and money laundering transactions. Other activities may include, but not limited to the following:

• • Payments made in currencies that differ from invoices;
  • Attempts to make payment in cash or cash equivalent (out of normal business practice);
  • Payments made by third parties that are not parties to the contract; and
  • Payments to or accounts of third parties that are not parties to the contract.

8. CONTACT US
Vendors who may have concerns about any actual or potential violations of the applicable laws and regulations including any provisions of this Vendor COBC, by any director or employee of UBF, anyone conducting work for UBF, or acting on behalf of UBF, shall report the matter to UBF using the following reporting channels:

Emails:
Group Compliance & Integrity : legalteam@ubf.com.my
Managing Director : khairulanuar@ubf.com.my
Chief Operating Officer : leomjoodeck@ubf.com.my
Senior General Manager : ckcheong@ubf.com.my

Letters to Group Compliance & Integrity at:
Head of Compliance & Integrity
UBF Maintenance Sdn Bhd
Lot 4077 Kawasan Perindustrian Teluk Kalong
24007 Kemaman, Terengganu, Malaysia

DEFINITIONS

The definitions of the key terms used in this Vendor COBC are as follows: