A. Purpose

Our ABC Policy is designed to ensure that GESB conducts all its business in an honest and ethical manner. GESB takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships wherever it operates. GESB is also committed to implementing and enforcing effective systems and procedures to prevent, detect, and remediate bribery. 

All employees, customers, suppliers, and service providers of GESB must comply with this ABC Policy as well as GESB’s Entertainment and Gifts Policy.

Failure to adhere to this ABC Policy by employees and related procedures may result in disciplinary action being taken, up to and including dismissal where appropriate. GESB may also seek to terminate its commercial relationships with third parties who engage in bribery or corruption.

GESB prohibits the offering, giving, requesting, authorisation or acceptance of bribes.  Bribery in any form is prohibited regardless of whether it involves public officials or private persons.  GESB will at all times, comply with this ABC Policy and all relevant anti-bribery and corruption laws including the Singapore Prevention of Corruption Act, the UK Bribery Act, the US Foreign Corrupt Practices Act, the Australian Criminal Code Act (and equivalent state legislation), and other similar anti-bribery laws where it does business.

B. Bribery or Corruption

(i) For the purposes of this ABC Policy, a bribe means offering, giving, promising, or authorizing the payment of anything of value (including cash, gifts, entertainment, goods, services, or any other benefit) to any individual as an inducement or reward for obtaining any commercial, competitive contractual, regulatory or personal advantage or a transaction opportunity.  Anything of value excludes a discount to the counter party or a commission to the middleman of a transaction in the course of transactional activities, provided such activities are truthfully recorded in the payer’s and payee’s account books.

(ii) There is a presumption of corrupt intent if anything of value is given to employees of, or persons dealing with the Singapore government, under Singapore laws.

(iii) Facilitation payments are also strictly prohibited. These are routine payments made in some countries to government officials to expedite or secure routine governmental action.

C. Compliance

All employees of GESB and its respective board of directors, and all third parties who represent such companies, or who are its suppliers, contractors, service providers, customers or other business partners are required to comply with this ABC Policy and shall not engage in any form of bribery or corruption.

Employees of GESB must:

(a) Not give, offer to give or authorise to give anything of value that could be considered a bribe;

(b) Not request or accept or authorise the request or acceptance of, directly or indirectly, anything of value that could be considered to be a bribe;

(c) Engage in any corruption or fraud;

(d) Attempting to influence government officials or employees;

(e) Know what this ABC Policy means and comply with it;

(f) Report as soon as possible any suspected breaches of this ABC Policy to GESB.

A violation of this ABC Policy by:

(a) employees will lead to disciplinary action for the individuals involved up to and including dismissal, and reporting to the police or relevant regulatory authority;  

(b) any third party with which GESB contracts or otherwise has business dealings with, may lead to termination of any contractual arrangements.  

Additionally, GESB may also be exposed to criminal or civil claims and reputational harm arising from any such violation.

D. Gifts and Hospitality

Entertainment and hospitality are regarded as an acceptable form of business and social behavior by GESB. Employees are required to comply with GESB’s Entertainment and Gifts Policy.

E. Investigations

GESB will investigate any reports made. The management of GESB will appoint an appropriately senior person or team to investigate the suspected bribery or corruption, who will report to senior local and Group management as appropriate. All reports will be confidential.

Entertainment and Gifts Policy

A. Purpose

GESB is committed to conducting business ethically and lawfully. All service providers, customers and suppliers must comply with the terms of this policy in relation to their respective activities and dealings with GESB.

B. Scope

Customers, suppliers and service providers shall take all measures to prevent corrupt practices in its dealings with GESB.

C. General principles

(i) No customer, supplier or service provider should accept or offer entertainment or gifts that could or appear capable of, influencing business decisions, inducing any director, employee or representative to perform their functions improperly, or influencing public officials with respect to a matter granting business or an advantage in the conduct of GESB’s business.

(ii) All entertainment and gifts must be reasonable and proportionate at levels in terms of both frequency and value.

(iii) GESB acknowledges that entertainment and gifts are customary in its sectors and these are permissible if they are:

(a) Business-related: entertainment may be offered or received only when the event has a primarily business purpose, when the parties engage in business discussions, and when the giver is present at the event.

(b) Reasonable, proportionate and appropriate: entertainment and gifts are gestures of courtesy and should not be of disproportionate value in the circumstances, or inappropriate in nature.

(c) Occasional: business entertainment should not be received from, or offered to, the same organisationon a regular basis which could give rise to an actual or perceived cumulative effect of inducing the recipient to act improperly, or of influencing a public official recipient with respect to a matter granting business or an advantage in the conduct of the company’s business.

(d) In kind only: cash should not be offered or received at any time.

(e) Approved and registered: a Line Manager must provide a written approval for the receipt or offer of entertainment and gifts and evidence of this should be retained and readily available.

(iv) Customers, suppliers and service providers shall not:

(a) offer or provide, directly or through any intermediaries, any bribe, gift, reward, consideration, favour or any other advantage, whether material or immaterial (Advantages) to any representative of GESB for the purpose of:

(1) influencing them to act contrary to the interest of GESB; or

(2) obtaining or rewarding favourable treatment by GESB with respect to the terms, conditions, price or performance of a contract;

(b) offer or provide Advantages which might be considered a bribe under international legislation, to a government official, either in Singapore or any other country;

(c) collude with other parties to preclude or compromise dealings with GESB. The customers, service providers and suppliers also undertake to report to GESB, through its official reporting channels stipulated below, any such attempts made by others to involve the customers,  service providers and suppliers  in acts of collusion against GESB; or

(d) instigate third parties to perform actions pertaining to the above.

(v) Customers, vendors and service providers must ensure that all their employees, sub-contractors or agents are aware of and comply with the provisions in this policy.

(vi) Customers and suppliers shall ensure that they adhere to the following:

D. Gifts

(i) Any gift must be unsolicited and not affect, or be perceived as affecting, business judgment. Gifts should only be offered to and received in connection with a customary business or cultural occasion. Cash, loans, kickbacks or the equivalent advantages are absolutely prohibited.

(ii) Gifts must not exceed SGD150 and in any event, must not occur more than 3 times a year with the same person.

(iii) No gift must be given to government officials on behalf of GESB or any of its members.

E. Hospitality (meals and entertainment)

(i) Hospitality must be unsolicited and not affect, or be perceived as affecting, business judgment. Meals and entertainment should only be offered to and received from the representative from GESB dealing with the customer, supplier or service provider in their role in such company, is for purposes supported by GESB and may only be offered in conjunction with legitimate business meetings, conferences or events hosted, supported or sponsored by GESB. They may never be provided on a stand-alone basis.

(ii) Hospitality must not exceed SGD150 (for managers, executives and below) and SGD250 (for senior managers and above) and in any event, must not occur more than 3 times a year with the same person. Spouses or other guests of the invitee must not be included.

F. Additional requirements

(i) Tender periods

To avoid any form of conflict of interest, no customer, supplier or service provider shall offer entertainment or gifts to, or accept them from any director, employee or representative in periods when they are involved in tenders or contract negotiations.

(ii) Discounted products and services

Receiving or offering a product or service at a discounted rate for an individual’s personal use is not permitted unless that discount is widely available to others.

(iii) Spouses, Partners and Guests

GESB acknowledges that some entertainment may include an invitation to bring a spouse, partner or guest to an event or activity, such as attending a business function or community event. In such situations, a Line Manager should provide his/her written approval in advance. Evidence of this approval should be retained and readily available.

(iv) Events

Tickets to events (sports, music, theatre etc) can be given or received on an occasional basis subject to any company director, employee or representative; having obtained the relevant the Line Manager’s approval. The giver (or the giver’s organization) must be present at the event. Any related entertainment or hospitality must be proportionate and not at a level that is intended to (or could be perceived as being intended to) induce the recipient to act improperly in connection with a business decision, or to influence a public official recipient with respect to granting business or an advantage in the conduct of GESB’s business.

Approval of Entertainment and Gifts Received or Offered

The written approval of the Line Manager is required for the giving or or receipt of, entertainment and gifts.

Consequences of Not Complying with this Policy

Failure to adhere to this policy, or any guidelines which apply to GESB may result in disciplinary action; up to and including dismissal. GESB may also seek to terminate its commercial relationships with third parties who engage in bribery or corruption, in particular, if any such conduct occurs with respect to such third parties’ dealings with the GESB.

A. Purpose

 GESB is committed to conducting its business in accordance with all applicable AML/CTF laws, rules and regulations of the countries and regions where it has operations and/or provides products and services. This AML/CTF Policy applies to all staff; and outlines its procedures for detecting and preventing money laundering and terrorist financing, and sets out the responsibilities of its employees, management and relevant third parties.

B. What is money laundering?

Money laundering is the process whereby individuals seek to conceal the true origin and ownership of the proceeds of a transaction to give the impression that these proceeds originated from a legitimate source.

Money laundering takes many forms, including:

(a) trying to turn money raised through criminal activity into 'clean' money;

(b) handling the benefit of crimes such as theft, fraud and tax evasion;

(c) handling stolen goods;

(d) being directly involved with any criminal property, or facilitating the laundering of criminal property; and

(e) investing the proceeds of crimes.

C. What is terrorist financing?

Terrorist financing is generally the act of providing financial support to terrorism or terrorist organisations enabling them to carry out acts of terrorism. Terrorism financing does not necessarily involve illegitimate funds; in fact, it often uses legitimately obtained income and may involve relatively small amounts of money.

D. Safeguards

1. Customer Due Diligence: GESB will conduct customer due diligence on all customers, suppliers and counterparties, including verifying their identity and assessing the risk of money laundering and terrorist financing. This process will be performed at the beginning of a business relationship and updated regularly.

2. Suspicious Activity Reporting: Employees of GESB and relevant third parties must report any suspicious activity they observe, regardless of its apparent size or importance. Reports should be made to the Chief Legal Officer.

3. Record Keeping: GESB will keep accurate and up-to-date records of all transactions and customer information, in accordance with relevant laws and regulations. These records must be retained for at least five years.

4. Employee Training: All employees will be trained in the detection and prevention of money laundering and terrorist financing, and in their responsibilities under this AML/CTF Policy.

5. Risk Assessment: GESB will regularly assess its money laundering and terrorist financing risks and update this AML/CTF Policy accordingly.

6. Cooperation with Law Enforcement: GESB will cooperate fully with relevant regulators, authorities and law enforcement in any investigation into money laundering or terrorist financing.

7. Review and Monitoring: This AML/CTF Policy will be reviewed and updated regularly to ensure its continued effectiveness in preventing money laundering and terrorist financing.

8. Risk Assessment: The compliance department of GESB must conduct regular risk assessments to identify and assess the money laundering risks associated with GESB ’s products, services, customers, and geographic locations.

E. Obligation To Report

Any employee who has knowledge or a suspicion of (i) a potential money laundering issue; (ii) terrorist financing; or (iii) any failure to report any money laundering issue or terrorist financing by any person, must immediately report the matter to the GESB management before taking any other action.

Each employee must report the matter as soon as he/she is aware. Do not proceed with any transaction where there is any money laundering risk or terrorist financing risk without seeking advice from the GESB management.

F. Failure to Comply or Report 

Failure to:

(a) comply with this AML/CTF Policy; or

(b) report any money laundering or terrorist financing (or suspicion thereof); or

(c) any suspicious activity (which includes circumstances that suggest that a person might be laundering money or any activity that does not fit with the normal course of business);

may lead to criminal, civil and/or regulatory sanctions and penalties for GESB and/or its individual staff who may be subject to internal disciplinary action up to and including dismissal. No staff member should assume that any third parties have reported a suspicion of any money laundering or terrorist financing

Failure to report knowledge or suspicion of money laundering or terrorist financing as soon as reasonably practicable after the information came to any staff member’s attention is an offence; and will be treated as a failure to comply with this AML/CTF Policy.

There are no permitted exceptions to this policy.

G. How to Report a Suspicion

All money laundering and terrorist financing issues must be reported as soon as possible to the GESB management.

Employees should not under any circumstances notify the subject of their concerns or suspicions. Disclosure that someone is the subject of a report or under investigation is a criminal offence in some jurisdictions. Any disclosure is prohibited. 

Corporate and Social Responsibility Policy 

A. Introduction

Corporate and Social Responsibility (CSR) is an established management concept whereby businesses recognize and assume responsibility for the impact they have on both society and the environment. It is an approach that holds a company accountable for its actions and encourages it to create a positive impact on the world. The purpose of this CSR Policy is to outline and communicate GESB’s commitment to operating in an ethical and responsible manner with all its stakeholders. 

B. Purpose 

GESB’s policy is to ensure that all operations are carried out in an ethical and responsible manner.  GESB is also committed to implementing and enforcing effective systems and procedures to ensure compliance with all applicable laws and regulations, as well as ethical standards for labour practices and supply chain management.   

C.  Ethical Business Practices 

Environmental Responsibility

GESB aims to protect the natural environment by:

• Reducing its carbon footprint.

• Decreasing the amount of greenhouse gas emissions.

• Actively reusing, reducing and recycling.

• Eliminating the use of single-use plastics.

• Replenishing natural resources that might be affected by its operations.

• Choosing and using environmentally friendly methods in all facets of its operations.

• Sourcing renewable energy options and being energy-efficient where possible.

Ethical Responsibility

GESB strives to act in a fair and ethical manner by:

• Treating all customers, clients, employees, and stakeholders, regardless of age, race, culture or sexual orientation, in a fair and respectable manner.

• Ensuring that its activities and operations do not directly or indirectly violate human rights in any country (e.g. forced labour or child labour).

• Conducting business with integrity and respect for human rights; and promoting safety and fair dealing and anti-bribery and anti-corruption practices.

• Providing appropriate salary and employment for employees, based solely on proficiency, expertise and experience.

• Expressing concerns to investors in a timely and respectful manner.

• Operating in line with relevant country laws and ensuring operations are legitimate at all levels of operations.

• Keeping every partnership and collaboration open and transparent.

• Maintaining the well-being of local and indigenous people that may be affected through operations.

• Upholding high levels of workplace safety.

Philanthropic Responsibility

GESB contributes to society by:

• Creating and implementing education programmes.

• Conducting transactions with other companies that align with this value.

• Facilitating endeavours for the staff of GESB to become contributing members of society.

• Fundraising and sponsoring events that will benefit the community.

• Providing incentives for the public to reduce, recycle and reuse waste.

• Encouraging all employees to maintain a healthy lifestyle.

Financial Responsibility

GESB will back its environmental, ethical and philanthropic plans by:

• Recruiting appropriate talent and maintaining a workforce that is diverse.

• Provide adequate training for all their staff.

• Providing transparent financial reporting in a timely manner.

• Conducting internal and external audits where necessary along the supply chain.

• Reviewing salaries and bonuses of its staff.

• Continually improving methods and products by investing in research and development.

Reviewing and Assessing

GESB is committed to regularly reviewing and assessing its CSR efforts and practices to ensure operations are carried out in an ethical and responsible manner. This includes setting goals, measuring progress, conducting audits and making adjustments as needed to ensure continued improvement. 

D. Conclusion 

GESB is committed to operating in a sustainable and responsible manner and recognizes the importance of CSR in achieving this goal and making the world a better place. Through this CSR Policy, GESB reiterates its commitment to conducting its business ethically, reducing its environmental impact, and supporting the communities in which it operates. GESB is committed to regular reviews and assessments to ensure it continues to make progress and achieve its goals.

GESB is committed to acting professionally, fairly and with integrity in all its business dealings.  As GESB operates globally, we will comply with all applicable laws and regulations, including those that govern economic sanctions and transactions or dealings with certain restricted individuals, entities and territories as well as the movement and transfer of goods, services, software and technology across international borders (import, export and transit requirements) (Sanctions Laws). There are severe implications and repercussions for GESB, if GESB fails to comply with these Sanctions Laws, including but not limited to fines, revocation of licences, loss of government contracts, and imprisonment of employees. In addition, breaches of Sanctions Laws  may also cause significant damage our reputation.

Sanctions Laws have the effect of restricting dealings and transactions in goods and services with certain territories and countries, but may also include restrictions on dealings with certain individuals or entities that are subject to restrictive measures such as, for example, asset freeze or blocking measures. Sanctions can be imposed by the government of one country or by a group of countries. Sanctions can be imposed at the multilateral level by the UN Security Council, or at the unilateral level by individual countries or groups of individual countries, such as the EU.

This policy is intended to facilitate GESB's compliance with the Sanctions Laws and to reduce reputational, operation and legal risks that could arise from a potential breach of the Sanctions Laws. GESB expects all of its directors, officers, and employees to comply with the terms of this Policy at all times.

1.      Overview of GESB's Sanctions Compliance Program

The Sanctions and Export Controls Compliance Program (Sanctions Compliance Program) consists of this Policy and any related procedures that GESB may institute in connection with this Policy from time to time.

GESB;s Sanctions Compliance Program reflects its decision to comply with all applicable Sanctions laws. The Sanctions Compliance Program is designed to provide for ongoing compliance with the Sanctions Laws by:

·       assigning responsibility for coordinating and monitoring the Sanctions Compliance Program to the GESB Legal Department;

·       establishing a system of internal controls to comply with the Sanctions Laws;

·       establishing an approach designed to ensure compliance with Sanctions Laws imposed against any one of the following comprehensively sanctioned jurisdictions (Comprehensively Sanctioned Jurisdictions): (as of the date of this Policy) Cuba, Iran, Syria, North Korea, and the Crimea and Donbas regions of Ukraine;

·       providing for ongoing training of relevant personnel; and

·       conducting risk-based periodic reviews of the Sanctions Compliance Program as described below.

2.      Objective

The purpose of this Policy is to set out procedures for compliance with Sanctions Laws and ensure that GESB does not engage in business with a sanctioned party or export services to a restricted country or party in violation of Sanctions Laws.

3.      Roles and Responsibilities

Senior Management

Senior management is responsible for ensuring that the Board of Directors receives periodic reports regarding the adequacy and effectiveness of the Sanctions Compliance Program.

Legal and Compliance

GESB’s Legal Department is responsible for coordinating and monitoring the Group’s day-to-day compliance with this Policy and the Sanctions Laws. GESB’s Legal Department may perform the following tasks, among others, in coordination as appropriate with other legal and compliance stakeholders and other relevant Company departments:

·       providing guidance to management and the relevant business and operational areas on compliance with the Sanctions Laws;

·       keeping senior management informed of ongoing compliance with the Sanctions Laws and carrying out the directions of senior management and the Board of Directors with respect to sanctions matters;

·       escalating potential breaches of sanctions to senior management;

·       monitoring legal and regulatory developments and best practices with respect to Sanctions Laws;

·       recommending changes to the Sanctions Compliance Program based on developments to Sanctions Laws;

·       communicating updates to the Sanctions Compliance Program to senior management and all employees;

·       developing and administering sanctions training for designated personnel;

·       filing any reports that may be required by the Sanctions Laws; and

·       ensuring compliance with all applicable sanctions recordkeeping requirements.

4.      Compliance Procedures

A.         Compliance Screening and Due Diligence Requirements

Before assessing compliance with the Sanctions Laws, GESB’s employees must first answer the following questions about any contemplated transaction: 1) With whom am I doing business? And 2) Where am I doing business?  Where a particular transaction or activity involves a Sanctioned Person (defined below), or a Sanctioned Country (defined below) or High Risk Jurisdiction (defined below), compliance review and authorization is required.  

Sanctioned Jurisdictions and High Risk Jurisdictions. 

Third Party Due Diligence

There may be cases where clients and suppliers may request for the involvement of a third-party (Third Party) which is not a party to the original transaction, for example, the client may request for a Third Party to make payments on its behalf. In such cases, it would be necessary for due diligence to be conducted on such Third Party to verify that it is not subject to any sanctions and Operating Companies should liaise with GESB’s Legal Department to conduct due diligence on such Third Parties.

Note that the level and extent of due diligence required will vary depending on the nature of the proposed business and the preliminary assessment of the sanctions risk involved.

Appropriate due diligence measures must be undertaken on all third party entities and individuals before signing contracts or making/receiving payment. Relevant third party entities and individuals include (but are not limited to:-

Customers, Including bank of customer from which payment will be made.

Suppliers and any suppliers or partners including bank of supplier to which payment will be made.

To complete due diligence, Operating Companies should supply the name of individuals and the name/address of entities to GESB’s Legal Department to screen using an external compliance database.

GESB’s Legal Department will advise as quickly as possible if there are any restrictions on the entity/individual.

Sanctions are subject to change on a regular basis and it is therefore important that due diligence is conducted on entities and individuals prior to initiating each transaction and regularly throughout the lifecycle of the transaction. It is not sufficient to rely on historic due diligence results.