Anti-Corruption Policy

Zawgyi Premier Co., Ltd is committed to conducting our business with honesty, ethics and integrity. We hold ourselves to the highest standards and our staff are encouraged to use their judgement to promote good practices of business ethics.

We have zero tolerance for corruption, bribery or any other activity that violates Anti-corruption Laws or any other applicable Criminal Laws in every aspect of our business. This policy reflects our desire promote and implement honest and lawful practices in our day-to-day business dealings.

These policies and procedures apply to all Zawgyi Premier’s Directors, officers, employees and relevant business partners, joint venture partners, company’s representatives, venders, contractors and other services providers of Zawgyi Premier.

SECTION 1: ANTI-CORRUPTION POLICY

Corruption is defined as the misuse of entrusted power for one’s private gain or benefit. Corruption can include graft, bribery (including sexual favors), facilitation payments, dishonestly using influence, extortion, nepotism, conflicts of interest, embezzlement, fraud, and other forms of improper business advantages, financial or otherwise, to which the company is not entitled. The most common form of corruption is bribery, where both active (giving) and passive (accepting) acts are seen as dishonest.

The OECD - Organization for Economic Co-operation and Development Convention’s defines bribery as “a criminal offence for any person intentionally to offer, promise or give any undue pecuniary or other advantage, whether directly or through intermediaries, to a foreign public official, for that official or for a third party, in order that the official act or refrain from acting in relation to the performance of official duties, in order to obtain or retain business or other improper advantage in the conduct of international business.”

Myanmar’s Anti-corruption Law Art. 3(a) states that “Bribery means the misuse of designation and authority to do something, to avoid from lawful conduct, to benefit lawful right to someone, to untruly prohibit someone’s lawful right, directly or indirectly act of giving, receiving, attempting to receive, offering, promising or discussing bribe from relevant person for himself or herself or for someone else or for an organisation.”

SECTION 2: POLICIES’ REQUIREMENTS

Gifts

>> Directors, officers, employees and anyone associated with Zawgyi Premier must not offer or accept gifts – even if the value of the gifts are acceptable according to Myanmar’s anti-corruption laws.

>> However, reasonable gifts, such as promotional items that have little value (MMK 50,000 and under) are permissible. Proper reporting procedures, obtaining prior approval and record keeping must be done when distributing promotional gifts, and these should not involve cash (or cash equivalents such as cash cards).

Meals, Facilities and Travel

>> Directors, officers, employees and anyone associated with Zawgyi Premier must not offer or accept meals, facilities and travel arrangements – whether to obtain a business advantage, or when dealing with anyone who is seeking business opportunities from Zawgyi or our business partners.

>>  However, meals, facilities and travel arrangements that are offered transparently, justifiably, in the normal course of business, and in compliance with local laws, may be accepted. In these special occasions, prior approval must be obtained and recorded in accordance with the finance department’s procedures.

>>   Importantly, the meals, facilities and travel arrangements should not be provided far from normal practices – such as luxurious or excessive arrangements. It must not involve cash or cash equivalents.

Facilitation Payment

>> Zawgyi Premier prohibits its directors, officers, employees and all associated persons from making ‘Facilitation payments’ - or routine payments to any person, group or organization - regardless of the amount, and regardless of whether such payments are customary in the region for the purpose of obtaining a business advantage.

>> However, if there is an imminent threat to the safety any person associated with Zawgyi Premier and no other options are available, the company may make an exception as a special case situation that requires emergency payment. An incident report must be recorded promptly and accurately.

SECTION 3: POLICIES’ PROCEDURES

Internal Control

>> Zawgyi Premier conducts regular internal audits ensure compliance with our Company Act and anti-corruption policy.

>>  Due diligence must be conducted when working with other parties, with contractual provisions for anti-corruption practices put into contract agreements,

>>  All payments, transactions, commissions, other reimbursements, expenditures and provision of services must be accurately identified and recorded according to our financial control procedures.

>>  No accounts may be kept “off-book”, for any other reason.

>> Management Representative, Administrator or Finance Manager shall monitor records of all payments, transactions, commissions, other reimbursements, expenditures and provision of services.

>>  Advance funds requests and approvals must be checked in accordance with the level of authority.

>>  Personal funds should not be used to complete work.

>> Accepting or offering promotional gifts must be recorded transparently, in accordance with this anti-corruption policy and applicable country laws. The employee must prepare a record and obtain approval prior to distribution. It should include:

• • The recipient’s name

  • Department or company name

  • Distributer’s name

  • Distributer company’s name

  • Promotional items being given or received (i.e. Quantity and brief description)

  • Estimated value

  • Date of distribution or receiving

  • Approval by

>> Regular checks on bookkeeping are to be carried out to monitor for any possible exploitation of weak system controls.

>>  If an employee’s work involves members of their family, they are to declare this fact and disqualify themselves from supervising the projects or work involved.

>> Zawgyi Premier will closely monitor any potential conflicts of interest that may arise, with regards to directors, officers, employees and agents.

Whistleblowing or Reporting

>> Reporting responsibility: Zawgyi Premier directors, officers and employees are expected to report any suspected violations in accordance with this whistleblowing policy.

>> No retaliation: No director, officer or employee who in good faith, reports a violation shall suffer harassment, retaliation or adverse employee consequences.

>> Reporting violations: Employees are advised to speak with their employer when reporting a suspected violation. Alternatively, they may speak to the HR department or anyone in management. Supervisors and managers are required to report suspect violations to Zawgyi Premier’s Compliance Officer, U Win Kyaw.

>> Compliance Officer: The Compliance Officer/HR Department can be contacted at +95 9798 274 566 (Viber only) or hr@zawgyipremier.com.

Training

>> This policy shall be distributed to all Zawgyi Premier directors, officers, employees, relevant business partners, joint venture partners, company representatives, agents, vendors, contractors and other service providers of Zawgyi Premier.

>> The Compliance Officer is responsible for ensuring that everyone understand the policy’s requirements, and for obtained signed acknowledgement that all parties have read and understand the policy and procedures.

>> After being briefed on the policy and procedures, employees are to take an Awareness of Anti-Corruption Policy Test. If an employee does not pass the test, they will need to site for the test again within an appropriate period of time.

>> The training program may be prepared in collaboration with an induction course complying with this policy and applicable country laws.

>>  A refreshment course will be conducted when this policy is updated.