Anti-Bribery & Anti-Corruption Policy

1) Policy Statement

Simsyn Pvt Ltd adamantly supports the national anti-bribery and anti-corruption effort by establishing and upholding good corporate governance and continuously inculcating good ethical business practices among its directors, employees, service provider and other business partners. In line with this commitment, Simsyn Pvt Ltd has developed its Anti-Bribery & Anti-Corruption Policy (the “Policy”). All members of the Board of Directors, staff and related parties must uphold the highest standard of integrity and accountability in discharging their duties and to ensure that all activities, offer, or services are conducted in compliance with this Policy and all other applicable legal and regulatory requirement on anti-bribery and anti-corruption.

2) Definitions

The following definitions are included in this Policy.

Bribery: Bribery is defined as any action which would be considered as an offence of giving or receiving ‘gratification’. In practice, this means offering, giving, receiving, or soliciting something of value to illicitly influence the decisions or actions of a person, in a position of trust within an organisation.

Gratification: Means (a) money, donation, gift, loan, fee, reward, valuable security, property or interest in property being property of any description whether movable or immovable, financial benefit, or any other similar advantage; (b) any office, dignity, employment, contract of employment or services, and agreement to give employment or render services in any capacity; (c) any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part; (d) any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction or percentage; (e) any forbearance to demand any money or money’s worth or valuable thing; (f) any other service or favour of any description, including protection from any penalty or disability incurred or apprehended or from any action or proceedings of a disciplinary, civil or criminal nature, whether or not already instituted, and including the exercise or the forbearance from the exercise of any right or any official power or duty; and (g) any offer, undertaking or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (a) to (f).

Board: Board means the Board of directors of the Company and which shall include all independent and non-independent directors, executive and non-executive directors of Simsyn Pvt Ltd.

3) Conflict of Interest

Simsyn Pvt Ltd conducts its business according to the principle that it must manage conflicts of interest fairly. Simsyn Pvt Ltd may face actual and potential conflicts of interest from time to time. Our policy is to take all reasonable steps to maintain and operate effective organisational and administrative arrangements to identify and manage relevant conflicts.

The senior management is responsible for ensuring that there are appropriate and adequate systems, controls, and procedures to identify and manage conflicts of interest. The Board Risk Committee (“BRC”) and Compliance officers assist the senior management in the identification and monitoring of actual and potential conflicts of interest.

It is stated in the Simsyn Pvt Ltd Employee Handbook that employees should exercise caution in their personal relationships with customers, suppliers, competitors, or businesses introduced or affiliated with a customer or supplier. This is to ensure there is no involvement of obligations that may prejudice or influence the business relationship or result in any conflict with their duties. If a conflict of interest arises between employees and a third party, the employees or the relevant department head should be made aware of the conflict, where appropriate, and inform the Compliance department.

4) Gifts and Entertainment

Care should be exercised in the giving and receiving of business-related gifts/entertainment from customers, business partners, and third-party suppliers. The act of giving or receiving these gifts must not carry any intention or obligation or expectation of favours. The Company’s aim is to deter givers of gifts from seeking or receiving special favours from Simsyn Pvt Ltd employees. Accepting any gift of more than nominal value or entertainment that is more than a routine social amenity can appear to be an attempt to influence the recipient into favouring a particular customer or vendor.

Gift: The acceptance of gifts under inappropriate circumstances may also amount to Bribery and/or a criminal act. Accepting gifts shall be guilty of an offence if he corruptly receives or gives a Gratification (whether in the form of cash, employment, business opportunities, favours or otherwise) as an inducement or reward to a person to do or not to do any act. To avoid the reality, the appearance that business judgement may be improperly influenced or compromised and to protect the staff from any perception of improper conduct or conflicts of interest, employees should observe the following guidelines when deciding whether to accept gifts.

• Where circumstances make it impossible, difficult, or impractical to reject gift or where the rejection of the gift may affect the relationship with the customers or business associates (other than cash or cash equivalent) or rejecting them is deemed as offensive given the local custom, you may accept the gift(s). If accepted, it is deemed to have been accepted on behalf of the Company and become the property of the Company. The use of the gift is to be determined by the Human Resource department.
• Consumables like food gifts and hampers at nominal value will not need to be declared but instead be shared within the company staff.

Entertainment: The employee should obtain approval from his or her supervisor for business entertainment extended to the employee. As a guide, business meals are acceptable. The following need not be declared:

• Annual dinner/gala dinner/cocktail events which are also attended by employees or other companies/organizations.
• Working lunches and other meals including those following/preceding official meetings, and
• Invitations to official opening ceremonies/seminars

Business entertainment that might compromise the employee’s ability to or appear to hinder his or her duties in a professional manner should not be accepted. The following deemed inappropriate:

• Overseas trips in the form of paid holidays or holiday incentives.
• Accepting invites or tickets by the employee when the prospective host will not be present at the event with the employee.

5) Donations and Sponsorships

Simsyn Pvt Ltd is permitted to provide donation or sponsorship provided it comply with following:

• Ensure such contribution is allowed by applicable laws.
• Obtain all necessary authorisation (where required).
• Be made to well-established entities having an adequate organizational structure to guarantee proper administration of the funds; and
• Not to be used to cover up an illegal payment or bribery.

The Company must ensure that such contribution is recorded in the Company’s books and/or records properly.

6) Facilitation Payments

Simsyn Pvt Ltd adopts a strict stance that disallows facilitation payments or other provision made personally to an individual in control or a process or decision. Employees are expected to notify their immediate superior when encountered with any requests for a facilitation payment. In addition, if a payment has been made and employees are unsure of the nature, their immediate superior must be immediately notified and consulted. They must also ensure that the payment has been recorded transparently.

7) Financial Controls

All the transactions and disbursement of monies are required to follow appropriate delineation process and approval matrix. The Company’s internal operational manual illustrated clear responsibilities and approval matrix of authorised officer in the Company to approve its purchase or payment or other expenditure.

8) Non-financial Controls

Due diligence shall be undertaken with regards to any service provider intending to act on Simsyn behalf/ act for Simsyn. The extent of the due diligence will be risk-based and shall include a bribery risk assessment. Due diligence may include a search through relevant databases, checking for relationships with public officials, and documenting the reasons for choosing one service provider over another.

9) Managing and Improving Monitoring Framework

• Establish, maintain, and periodically review its anti-Bribery and anti-corruption programme.
• Ensure oversight of the implementation of compliance controls related to this Policy.
• Ensure all employees are aware and familiar with the policy.

10) Record Keeping

Simsyn Pvt Ltd shall maintain documentation related to the adequate procedure for 7 years. Any disposal of relevant documents will require consent and approval from Simsyn's Managing Director.

11) Awareness and Training

The Company will conduct a training session for all new staff within the first month of their employment. For all existing staff, refresher training on anti-Bribery and anti-corruption measures will be held once a year.

12) Whistleblowing Policy and Reporting Channel

Simsyn is committed to a high standard of compliance with accounting, financial reporting, internal controls, corporate governance and auditing requirements. A Group Whistleblowing Policy is created to encourage employees to raise concerns, in confidence about possible irregularities while being protected from reprisals or victimisation for whistleblowing in good faith.

A whistleblower may report suspected bribery and/or real corruption incidents to:

Designated Officer/Email: compliance@simsyn.com

Mailing Address: Simsyn Pvt Ltd, 32/A1/2, Narahempita Road, Nawala, Sri Lanka.

13) Disciplinary Action for Non-compliance

Cases of misconduct or gross misconduct will be dealt with according to internal procedure. Non-compliance may lead to disciplinary action, including termination of employment.

Simsyn Pvt Ltd is committed to continually improving our anti-bribery and anti-corruption policies and to acting in the best interests of its employees, shareholders, and society.