Anti-Bribery & Corruption Policy

Context

brioHR adopts a zero-tolerance approach to bribery and corruption. We are committed to conducting business ethically, transparently and in compliance with all applicable laws in the jurisdictions where we operate, specifically including Malaysia and Singapore. This Anti-Bribery & Anti-Corruption Policy (the "ABC Policy") sets out the standards and procedures required of employees, directors, contractors, partners and other associates when acting on brioHR's behalf.

Purpose

The purpose of this Policy is to:

• Prevent bribery, corruption and related wrongdoing across brioHR's operations.
• Provide clear guidance to employees and associates about prohibited conduct and lawful, acceptable behaviour.
• Establish practical controls, reporting lines and responsibilities to detect, deter and respond to bribery and corruption risks.
• Meet brioHR's legal and regulatory obligations in Malaysia and Singapore and other jurisdictions in which brioHR does business.

Scope

This policy applies to:

• All brioHR employees (permanent, fixed-term, part-time, and interns), officers, and directors.
• All brioHR subsidiaries, branches, and joint venture operations where brioHR has management control.
• All third parties acting for or on behalf of brioHR including agents, intermediaries, consultants, suppliers, resellers, and business partners (together, "Associates").

Where appropriate, third parties must contractually commit to comply with brioHR's ABC standards.

Policy Statement

brioHR does not offer, give, solicit, or accept any bribe or improper advantage, directly or indirectly, to influence business decisions or government action. We comply with all applicable anti-bribery laws, including the Malaysian Anti-Corruption Commission Act (MACC Act, including Section 17A), and Singapore's Prevention of Corruption Act.

Key Definitions

• Bribery: offering, promising, giving, requesting, or accepting any undue advantage (cash, gifts, kickbacks, hospitality, employment, or other benefits) to influence a business or official decision.
• Corruption: abuse of entrusted power for private gain.
• Facilitation payments: small payments to speed up or secure routine official actions. These are prohibited under this policy.
• Public Official: any person performing public functions (e.g. government officers, employees of state-owned enterprises, politicians, candidates for public office and similar).
• Associates: third parties acting for or on behalf of brioHR (agents, consultants, suppliers, partners, etc.).

Key Principles

• Zero tolerance: we never pay or accept bribes, in any form.
• Integrity by default: if something feels off, it probably is. Pause and ask.
• Proportionate due diligence: we check who we work with before bringing them on.
• Transparent records: we document gifts, hospitality, and payments accurately.
• Safe reporting: people who raise concerns in good faith are protected.

Procedures & Guidelines

7.1 Gifts, Hospitality & Entertainment

brioHR follows a no-gift principle as the default. Employees should generally avoid giving or receiving gifts, except in limited, pre-approved circumstances. While modest gifts or hospitality for legitimate business purposes can be appropriate in some cultural contexts, they present bribery risks. The following rules apply:

• Permitted exceptions: small, infrequent, modest, and customary items (e.g. company-branded promotional items, low-value festive tokens) may be acceptable if they are lawful, unsolicited, create no obligation, and are documented and approved.
• Reasonable hospitality: ordinary meals or events for legitimate business purposes are acceptable, subject to approvals. Any gift or hospitality exceeding MYR/SGD 30 per head requires prior written approval from the employee's Head of Department.
• Received hospitality: any entertainment or hospitality received from third parties must be reported to the Head of Department for awareness.
• Expense claims: all gift/hospitality claims must include receipts and any pre-approvals, and are reviewed by HR and the CEO before reimbursement.
• Public Officials: gifts, hospitality or entertainment for Public Officials are prohibited unless pre-approved by the CEO/CTO and documented with business rationale and senior approval.

All employees are reminded that, where relevant, parts of this policy should be read alongside other policies which cover business-related expenses.

7.2 Donations, Sponsorships & Charitable Contributions

• All donations, sponsorships and charitable contributions must be approved in advance by the CEO/CTO.
• Donations must never be used as a conduit for improper payments, nor be directed to individuals or entities linked to Public Officials without heightened due diligence and senior approval.
• All donations and sponsorships must be accurately recorded in brioHR's accounts and accompanied by documentation evidencing the recipient's bona fides.

7.3 Political Contributions

brioHR will not make political contributions, whether in cash or kind, to political parties, office holders or candidates. Any exceptions require approval from the CEO and Legal, and must comply with applicable laws.

7.4 Facilitation Payments & Kickbacks

• Facilitation payments and kickbacks are strictly prohibited.
• If a facilitation payment is demanded, employees must refuse where safe to do so, document the request and report immediately to their line manager and HR.

7.5 Money Laundering

brioHR will not knowingly engage in or facilitate money-laundering activities. Employees must consult Finance for Know-Your-Counterparty checks and due diligence on transactions that appear unusual, unusually complex, or inconsistent with an associate's normal business activities. Suspicions of money-laundering must be reported to Finance immediately.

7.6 Third-Party, Associate & Vendor Expectations

brioHR will take reasonable steps to ensure that Associates share our ABC standards:

• Due diligence: proportionate third-party due diligence (KYC, ownership, reputation, sanctions, adverse media) must be completed before onboarding agents, intermediaries, consultants or high-risk suppliers.
• Contractual protections: contracts must include anti-bribery warranties, audit and termination rights, and an obligation for the third party to comply with brioHR's ABC Policy.
• Ongoing monitoring: material third parties should be periodically reviewed for compliance and performance; concerns must be escalated for remediation or termination.
• Flow-down: suppliers are expected to apply equivalent standards within their own supply chain.

7.7 Dealing with Public Officials

Interactions with Public Officials carry heightened risk. Even small or well-intentioned gestures can be viewed as an attempt to influence official action, so we apply extra care whenever a brioHR employee or Associate is engaging with government bodies, regulators, tax or customs officers, state-owned enterprises, or anyone performing a public function.

• Pre-approval is mandatory: any gift, meal, hospitality, sponsorship, donation, or benefit involving a Public Official, no matter how small, requires written pre-approval from the CEO or CTO. Verbal approvals are not sufficient.
• Heightened due diligence: before engaging intermediaries, agents, or partners who deal with Public Officials on our behalf, Finance runs an enhanced due diligence check covering ownership, reputation, sanctions, and any politically exposed person (PEP) links.
• No influence-based actions: we never make, offer, or promise payments, employment, donations, or other benefits in order to obtain, retain, or speed up any official decision, licence, permit, approval, or favourable treatment.
• Documentation: every interaction that involves a benefit is logged with date, participants, purpose, value, and approver, and retained for audit.
• Relatives and close associates: offers of employment, internships, or contracts to relatives or close associates of Public Officials require prior HR and CEO/CTO approval with documented business rationale.

7.8 Recruitment & Employment Offers

Employment decisions must be made on merit. Candidates must not be offered employment or internships in exchange for benefits or as a means to influence commercial decisions. All offer decisions require final approval by the CEO/CTO before being extended to the candidate. Recruitment of relatives or close associates of Public Officials requires prior HR and CEO/CTO approval and documented justification.

7.9 Monitoring, Record-Keeping and Internal Controls

Accurate records are one of brioHR's strongest defenses against bribery and corruption. They let us see what happened, why it happened, and who approved it. This section sets out the controls that every employee and Associate is expected to support.

• Accurate books and records: all transactions must be recorded promptly, accurately, and in reasonable detail in brioHR's financial systems.
• No off-book or hidden accounts: off-the-books funds, undisclosed accounts, unrecorded assets, or misleading journal entries are strictly prohibited.
• Registers for gifts, hospitality and donations: Finance maintains a central register of reportable gifts, hospitality, sponsorships, donations, and Public Official interactions.
• Supporting evidence: expense claims linked to this policy must include receipts, pre-approvals where required, and a short business-purpose note. Claims without supporting evidence will not be reimbursed.
• Periodic Finance-led reviews: Finance performs at least semi-annual control reviews covering the gifts and hospitality register, high-risk vendor payments, donations and sponsorships, and expense claim patterns.
• Audit readiness: records are retained for the period required by law or by our ISO 27001 and are made available for internal audit, external audit, and regulator requests on reasonable notice.
• Segregation of duties: no single person can raise, approve, and pay the same transaction.
• System controls: access to finance and payment systems is role-based, logged, and reviewed in line with the Information Security Policy.

Roles & Responsibilities

• Board: overall accountability for the ABC programme and culture.
• CEO: sets tone from the top and ensures adequate resourcing of compliance activities.
• HR: day-to-day responsibility for implementation, training, due diligence, investigations and reporting.
• Finance: accurate bookkeeping, KYC checks, and periodic control reviews.
• Heads of Department: enforce and monitor compliance within their functions and escalate concerns.
• All employees: must read, understand and comply with this Policy and attend required training.

Reporting & Escalation

If you see, suspect, or are asked to take part in anything that might breach this policy, speak up. You do not need proof. A reasonable, good-faith concern is enough to start the conversation.

Reports can be made via any of the following channels, whichever feels safest and most appropriate:

• Your line manager, for day-to-day questions and minor concerns.
• HR or People & Culture, for guidance or to log a concern formally.
• Directly to the CEO or CTO, including where the concern involves your manager, Finance, or another senior party.
• Through the Speak Up Procedure, which provides a structured, confidential channel for workplace concerns.
• Through the Whistleblowing Policy, for serious, sensitive, or confidential matters, including anonymous reporting and external whistleblowing about clients, partners, or vendors.

Choose the channel that fits the concern. If in doubt, HR or the CEO/CTO can help you decide.

Investigation and Sanctions

Suspected breaches will be investigated with confidentiality and procedural fairness. Where a breach is established, brioHR will take appropriate disciplinary action under the Employee Disciplinary Policy, up to and including termination, and may be referred to authorities.

Cooperation with Authorities

brioHR will cooperate with lawful requests from enforcement authorities in Malaysia, Singapore or other relevant jurisdictions and will take corrective action in response to regulatory findings.

Training & Communications

brioHR employees and associates will be provided with regular anti-corruption compliance training programmes to educate them about the requirements and obligations of anti-bribery and corruption laws and this Policy.

Review Cycle

This policy is reviewed at least every two years, or sooner if there are material legal or operational changes.

This policy is jointly owned by HR and Finance.