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PVA Anti Bribery & Corruption Policy (including Gifts & Hospitality) of 12

Confidential

PVA Anti Bribery & Corruption Policy (including Gifts & Hospitality) Version 2013.1 Prudential Vietnam Assurance Private Limited Company

Owner Sign-Off Gilles Hong Tuan, Director – Compliance, BCP & IRM

Sign-Off Date: Dec 2013


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DOCUMENT PROPERTIES

Title PVA Anti Bribery & Corruption Policy (including Gifts & Hospitality)

Type Policy and Procedure

Version Version 2013.1

Status Completed

Created Date June 2013

Issue Date February 2014

VERSION HISTORY

Version Effective date Information / Changes

2006.1.0 03/2006 Policy was created

2008.1.0 04/2008 To change the Logging Threshold

2010.2.0 09/2010 To add approval rules

2012.1 06/2012 To give more detail guidance on requirements

2013.1 03/2014 To give more detail guidance on requirements and adopt new requirement of PCA ABC policy

Name(s) Position Signature Date

Prepared By Bui Kim Lan Vuong Assistant Manager -Regulatory Compliance

Dec 2013

Reviewed and Approved By

Trinh Vo Minh Phuong Senior Manager - Compliance Liaison, AML and ABC

Dec 2013


Gilles Hong Tuan Director – Compliance, BCP and IRM

Dec 2013


Nick Holder Chief Financial Officer Dec 2013


Jack Howell Chief Executive Officer Dec 2013


Members’ Council Members’ Council Jan 2014


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TABLE OF CONTENTS

1. PURPOSE OF POLICY ........................................................................................................................................ 4

2. ANTI BRIBERY AND CORRUPTION POLICY ................................................................................................... 4

3. FACILITATION PAYMENTS ................................................................................................................................ 5

4. GIFTS AND HOSPITALITY ................................................................................................................................. 5

5. WHO IS AT RISK OF BRIBERY .......................................................................................................................... 6

6. GOVERNMENT OFFICIAL DEFINITION ............................................................................................................. 6

7. GETTING APPROVAL ......................................................................................................................................... 7

8. DECLARATION OF GIFTS AND HOSPITALITY (GHM SYSTEM) .................................................................... 8

9. EXPENSE CLAIM ................................................................................................................................................ 8

10. REQUIREMENTS FOR INCENTIVE TRIPS/SEMINARS/TRAINING/MEDIA EVENTS ..................................... 8

11. DUE DILIGENCE AND LEGAL CONTRACT REQUIREMENTS ........................................................................ 9

12. PVA’S ABC ARRANGEMENT: ABC ANNUAL PROGRAM AND GIFT LOG MONITORING ......................... 10

13. YOUR RESPONSIBILITIES ............................................................................................................................... 11

14. ABC REPORT AND CONFIDENTIAL HELPLINE ............................................................................................ 11

15. EFFECTIVE DATE OF THE POLICY ................................................................................................................ 12

PVN Anti Bribery & Corruption Policy (including Gifts & Hospitality) of 12

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1. PURPOSE OF POLICY

Prudential Vietnam wants to conduct business in an honest, ethical and professional way. We know that for some roles, corporate hospitality and gifts may be part of normal business practice. However, it is important to avoid any situation that could be seen to compromise your position. Therefore, you all are required to follow this Policy to protect our reputation for financial integrity.

In general, the Prudential Group absolutely forbids corruption and the paying or receipt of bribes for any purpose, whether cash or other inducement from any person or company.

As a UK company which is listed in the US, Prudential plc and all its subsidiaries including PVA must comply with the requirements of both the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act (FCPA), and Local Anti-bribery and Corruption regulations. Moreover, you are strongly encouraged to read and be familiar with PCA Anti Bribery and Corruption Policy (including Gifts and Hospitality) as in Appendix I. Therefore, this Policy should be seen as a supplement to (but not a replacement of) the PCA policy.

2. ANTI BRIBERY AND CORRUPTION POLICY

Bribery is offering/promising/giving or requesting/agreeing to receive/accepting any gift or hospitality that could influence a decision to gain a financial or other advantage.

Failing to prevent bribery is a corporate offence.

Bribery is not:

normal and appropriate gifts/hospitality;

giving a token ceremonial gift at a religious festival or other special time;

offering resources to help someone make a decision more efficiently–provided that they are supplied only for that purpose.

use of any recognized “fast-track” processes which are available to everyone for a fee.

Corruption is the abuse of entrusted power for a private gain.

If you have any doubts about whether a potential act may constitute bribery, you must talk to your manager or contact Compliance Liaison, AML and ABC Section.

UK Bribery Act:

In order to comply with the UK Bribery Act 2010, a company must prove that it has “adequate procedures” in place. Please refer to Appendix II for a copy of the Act.

Six Key Principles for “adequate procedures”:

1. Clear, Practical and Accessible Policies and Procedures – appropriate and proportional policies and procedures to prevent bribery being committed on a company’s behalf, which apply to all people and entities over which a business has effective control.

2. Top level commitment – top level management commitment to establishing a no-bribery culture and communicating anti bribery policies to all levels of management, staff and external suppliers.

3. Risk Assessment – regular and comprehensive assessment of the nature and extent of the Bribery risks to which a business is exposed.

4. Due diligence – due diligence policies covering all external contract parties in all markets, including implementation of reciprocal anti-bribery agreements.


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5. Effective Communication – bribery prevention policies and procedures are embedded and understood throughout the organisation through internal and external communication, including training, that is proportionate to the risks it faces.

6. Monitoring and Review – mechanisms to ensure compliance and deal with issues, and which are updated where appropriate.

3. FACILITATION PAYMENTS

Facilitation payments are any payments made as an inducement to secure or expedite the performance of routine or necessary action, to which we have a legal entitlement to receive. Facilitation payments are not payments for services where these are published in a general tariff and available to all, such as recognised “fast-track” processes. Prudential prohibits the payment of such facilitation payments.

If you have doubts about a payment and suspect that it might be considered a facilitation payment, only make the payment if the official or third party can provide a formal receipt or written confirmation of its legality.

4. GIFTS AND HOSPITALITY1

While corporate hospitality and gift-giving/receiving happen in some roles/areas, it is important to recognise that giving or accepting over-generous invitations and gifts may compromise our reputation for fair-dealing.

Gifts and hospitality which are part of normal business relationship management may be given and received. In general, if the gift or hospitality is not trying to influence a decision, then this will be acceptable. This then needs to be approved and registered in line with the requirements in Section 7 and 8 below.

You may accept (or give):

Minor gifts of token value, such as diaries, calendars or promotional material;

Customary gifts or lucky money (“Lai See”) given during festive occasions, with modest value2.

You must not accept (or give):

Cash or cash convertible gifts such as gift vouchers that can be converted to cash3;

Goods or services supplied on non-commercial terms (e.g. renovation of personal residence by a company contractor at substantial discount in return for potential contracts from the Company);

Extravagant lunches or dinners4;

Trips for non-business purposes;

Luxurious gift items, e.g. LV handbag, Cartier ball pen etc

You must not:

Offer bribes to any person or company for any purpose including obtaining or retaining business;

1 This requirement relates to gift and hospitality only. Political donation or contribution is prohibited by Group policy. This is

governanced by a separate policy, please refer to PCA Corporate Governance Manual. 2 Modest value is equal or below 500,000 VND.

3 In occasion when cash must be accepted/given due to customary reasons, it must be logged in GHM (refer to section 8).

Compliance Liaison, AML and ABC Section will give additional guidance to handle this gift case by case. 4 Extravagant lunch or dinner: above 2 million per person. In occasion when meal above 2 million VND per person must be

accepted/given, it must follow requirements in Section 7 and 8.


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Offer advantages to influence public servants and bribes in relation to public contracts, tenders and auctions;

Offer or receive any gifts or entertainment which is intended to influence a decision.

5. WHO IS AT RISK OF BRIBERY

Some roles carry a high risk of bribery. Here are some situations where your work could put you at risk of bribery:

You grant contracts to suppliers of goods and services;

You are involved in the acquisition of other firms;

You have direct contact with customers;

You are involved in setting up joint venture of business partnerships;

You have access to share price sensitive information;

You have access to funds;

You are involved in negotiations with government related official or regulatory bodies.

Gifts and Hospitality are not allowed to or from any potential suppliers during any procurement, tender or outsourcing process.

6. GOVERNMENT OFFICIAL DEFINITION

According to Group policy, Government Official (GO) is anyone who works for the government, the regulator or a government owned organization, whatever level they are:

(a) an officer or employee of a government, including foreign governments, or any department, agency, or instrumentality thereof, including state-owned or state-controlled commercial entities;

(b) an officer or employee of a public international organization, such as WTO;

(c) any person acting in an official capacity for or on behalf of any government or department, agency, including foreign governments, departments or agencies, or instrumentality or public international organization;

(d) any political party or official thereof, including political parties from foreign countries;

(e) any candidate for political office, including foreign political offices;

(f) any other person, agent, individual or entity acting for or on behalf of (or at the suggestion, request or direction or for the benefit of) any of the above-described persons and entities, including relatives.

For example: employees of any state-owned/government-owned companies, such as state-owned newspaper company (Tuoi Tre, Thanh Nien, Lao Dong, etc.), state-owned bank (Vietcombank, etc.), state-owned hospital, MoF, Police, Tax Authorities, Court, political and society organization (Hội Liên hiệp Phụ nữ, Hội Liên hiệp Thanh Niên, etc.) etc.


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7. GETTING APPROVAL

A. Offering gifts/hospitality/events

- User proposes the hospitality/gift/ Incentive trip/Seminar/Training/Media events (“event”) and

gets approval under normal Expense Approval Process. If the EP includes hospitality/gift/event, the hospitality/gift/event is required to be clearly stated and separated from other expenses. The EP is required to be escalated to Finance and CEO to approve, if it falls under one of the following cases:

- Department Head is fully responsible for ensuring proper approval by Finance and CEO.

In addition:

B. Offering Incentive Trip/Seminar/Training/Media In case of Incentive Trip/Seminar/Training/Media events provided to Government Officials, User must notify Compliance to review the PAN and report to PCA.

or

or Department Head must arrange a pre-approval call with the CEO and submit the EP to Finance and CEO for approval.

If the gift/hospitality given is above VND 2,000,000/person or above VND 10,000,000 in total

If Incentive trip/Seminar/Training/Media events and National holiday (2/9)/Tet gift are provided to external parties

If the related aggregated department budget for gift/hospitality/event for the previous month is exceeded (as notified by Finance via email within the first month after budget is exceeded) in total

User submits a PAN on EP/PAR System to get approval under normal PAN requirements

If the total amount of gift/hospitality/event is > VND 500 million

If Trip/Seminar/Training/Media events are

provided to Government Officials


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8. DECLARATION OF GIFTS AND HOSPITALITY (GHM SYSTEM)

PVA has a system for Gift and Hospitality Management (GHM System). Gift/hospitality/event received or given must be logged in GHM System following the declaration/request rules as below:

All gifts/hospitality given to/received from Government Officials (Section 6) whether accepted or rejected must be logged, no matter what value. This also includes minor gifts of token value, such as diaries, calendars, Lai See, or promotional material.

All gifts/hospitality given to/received from Non-Government Officials (Non-GO) above VND 700,000 per gift/hospitality or above VND 10,000,000 in total must be logged.

All Incentive Trip/Seminar/Training/Media events (provided to/received from both GO and Non-GO) must be logged, no matter what value.

All National holiday (2/9)/Tet gift (given to both GO and Non-GO) must be logged, no matter what value.

Approval rule: User log in GHM system if required under Declaration/Request Rule and get Department Head’s approval. In case the requester (the person who offer/receive gift/hospitality/event) is Department Head, the log must be escalated to CEO (Line Manager) for approval. Department Head for this purpose means direct report of CEO. Logging requirements: User must provide all required information listed in the Declaration/Request Form for monitoring purpose and attach the approved EP/PAN Form on the “Remark” field on the Declaration/Request Form. In case of hospitality, user must include Prudential’s staffs and the total amount of the hospitality. If the request has multiple recipients, User can use attachment to clearly fill out the required information for each recipient. Please refer to Appendix III for the standard Attachment Form. This Form is also attached in GHM System. Please refer to Appendix IV for GHM System User Guide. The Company reserves the right to alter such rules, from time to time.

9. EXPENSE CLAIM

User submits Payment Request on E-Pay system with the following supporting documents for approval:

- Approved Expense Proposal and PAN if applicable.

- Approved GHM log (Refer to Section 8 for detail requirements).

- Original Receipt, Invoice, etc.

10. REQUIREMENTS FOR INCENTIVE TRIPS/SEMINARS/TRAINING/MEDIA EVENTS

A. Incentive Trips/Seminars/Training/Media events provided to External Parties

All incentive trips, seminars, training, media or similar events provided to Government Officials must be notified to Compliance to notify PCA ABCO. If there are any outstanding or pending issues with the regulator, then such events are not acceptable.

Approvals must be clear what will and will not be paid for by Prudential, a full agenda of


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activities and all attendees, a clear business rationale for the event, full proposal details, including external and internal parties involved, hotels, vendors, travel agents, and activities, as appropriate for each proposal.

Prudential must not be providing any per diem or “incidental” allowances to external parties for such events. Any meals or events which Prudential are paying for must always be attended by a Prudential staff member.

Costs to be born by Prudential must be invoiced directly to Prudential by the provider (i.e. no expense claims by external parties).

Note: Incentive trips refer to trips provided for the purpose of rewarding someone for having performed a targeted task. For examples: trips provided to agents in contest (i.e. Start Club), trips provided to GAD (i.e., MDRT).

B. Incentive Trips/Seminars/Training/Media events received from External Parties

Events which include overnight stays and flights are particularly sensitive; there must be a legitimate business benefit in order for these to be approved and accepted.

Approvals must include full proposal details, including external and internal parties involved, hotels, vendors, travel agents, activities, as appropriate for each proposal.

Note: Please use the template “Attachment Form” in Appendix III.

11. DUE DILIGENCE AND LEGAL CONTRACT REQUIREMENTS

This section applies to all associated person. “Associated person” is a person who performs services for or on behalf of Prudential, and can be an individual or an incorporated or unincorporated body.

Staff, agents, partners, consultants, service providers and subsidiaries are associated persons. Contractors may be associated persons, depending on whether they are performing services on behalf of Prudential. If a supplier is performing services for or on behalf of Prudential rather than acting as a seller of goods, then they may also be associated persons, such as Banks in Bancassurance and Call Centres.

1. Legal and User Department must ensure that new agreements with associated persons have appropriate “ABC Clause” (provided by PCA Legal) and due diligence is completed for new arrangements.

Standard ABC Clause as follows:

In performing this Agreement, [Counterparty] must: (a) comply with all applicable anti-bribery and anti-corruption laws and regulations,

(b) not offer any bribe or facilitation payment to any public official or other person and

(c) not do anything that may cause Prudential or any of its affiliates to breach any anti-bribery or anti-corruption law.


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[Counterparty] must promptly notify Prudential in writing of any actual or potential breach of this clause. If [Counterparty] breaches or appears to breach this clause, Prudential may immediately terminate this Agreement without liability.

2. In cases of staff and agents, instead of the ABC contract wording, the contract must include a requirement to comply with all company policies, including ABC policy; and non-compliance will lead to disciplinary actions. In addition, User Departments must ensure that recruitment and vetting procedures are followed and maintained in line with PVA requirements.

3. If a vendor does not agree to have ABC clause in the contract or wants to amend the ABC clause, User Department must seek Compliance's advice before signing the contract. Each quarter, Compliance will report the contracts which do not have an ABC clause to Local Risk Committee and Audit Committee.

4. User Department must ensure a list of all “associated persons“ is updated and reviewed quarterly, with a clear understanding of amounts paid to such parties to ensure that these remain “reasonable”. “Reasonable” is ultimately a management decision based on cost and activities of work carried out.

12. PVA’S ABC ARRANGEMENT: ABC ANNUAL PROGRAM AND GIFT LOG MONITORING

ABC Annual Program:

PVA has an appointed Anti-Bribery and Corruption Officer (ABCO) – Director – Compliance, BCP and IRM.

ABCO and Compliance Liaison, AML and ABC Section have in place an annual ABC programme to prevent and detect bribery and corruption. In order to complete the Annual Programme, the ABCO will require support from all functions of the business.

Please refer to Appendix V for a sample ABC Annual Program.

Gift Log Monitoring:

Objective of gift log monitoring is to ensure gift/hospitality/event are in line with Anti-Bribery and Corruption (ABC) policy.

Compliance Liaison, AML and ABC Section perform check on declarations following hereafter rules:

1. Check nature of gift or hospitality: whether it represents the true nature and is prohibited per ABC policy;

2. Check approver: whether it is suitable approver according to ABC policy;

3. Check recipient: whether there is any ABC risk, i.e. any unusual trends which maybe potential bribery.

4. Check requester who gives many gifts or hospitality.

5. Check higher-risk groups who receive gift or hospitality from PVA.


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If request or declaration does not qualify, the requester shall be asked to clarify the information or resubmit. The Department Head of the requester will be notified when the requester does not comply with Gift and Hospitality register rules.

13. YOUR RESPONSIBILITIES

All staffs are required to:

Complete induction training within their first 2 months of employment and induction declaration on ABC policy requirements within the first 2 weeks of employment at the latest. Any new/transferring staff entering higher risk roles (Section 5) must receive additional training on ABC controls required within their role provided by their Line Managers.

Complete Annual Declaration to confirm that they have not accepted, offered, solicited or given a bribe in connection with their employment.

Complete annual training (CBT) to ensure full understanding of the policy and requirements. Disciplinary actions: If staff does not complete Declaration and CBT on time, HR will impose disciplinary actions: verbal warning when the deadline is passed and written warning 2 weeks after deadline. The warning notice will be recorded in the staff’s profile. Please refer to Appendix VI for the Follow up and Disciplinary Actions process.

Make request or declaration via Gift and Hospitality Management system when offering/receiving/rejecting gifts/hospitality/event timely.

Ensure Conflicts of Interest are declared and up to date. Escalate to Anti Bribery & Corruption Officer (ABCO) or Compliance Liaison, AML and

ABC Section within 24 hours, who will then escalate to Head of Corporate Integrity, PCA if there are any instances potential bribes (including procurement related kickback). Please refer to Section 14 below for detail contact information of the ABCO.

Some staffs (those who involve in contract drafting, for example HR, Legal, DOS, Purchasing, staff responsible for drafting contracts with service providers, etc.) are subjected to additional requirements as detailed in Section 11. Please check Section 11 to ensure you fully comply with the requirements as applicable to your function.

If you accept or offer a bribe, you will face disciplinary actions, which may lead to dismissal. Bribery or assisting in bribery may be a criminal offence and may be subjected to criminal proceedings.

Local regulation – The PENAL CODE (NO. 15/1999/QH10) and Law No. 37/2009/QH12 of the National Assembly Amending and Supplementing a Number of Articles of the Penal Code provides that imprisonment (2-7 years) will be imposed on anyone who offer/receive a bribe of VND 2-10 millions and life imprisonment/death penalties will be imposed on anyone who offer/receive a bribe of VND 300 millions or more. Please refer to Appendix VII for more details on the regulation.

14. ABC REPORT AND CONFIDENTIAL HELPLINE

We all have a responsibility to prevent bribery and corruption. You must report any suspicions within 24 hours to:

1. Your line manager; or

2. Anti Bribery & Corruption Officer (ABCO) – Gilles Hong Tuan or Compliance Liaison, AML and ABC Section as below:


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Name(s) Position Tel Email

Gilles Hong Tuan ABCO /Director - Compliance, BCP and IRM

(84-8) 3951 3188 (Ext. 1852)

[email protected]

Trinh Vo Minh Phuong Senior Manager -Compliance Liaison, AML and ABC

(84-8) 3951 3188 (Ext. 1866)

[email protected]

Address: 2-4 Ben Can Giuoc, District 8, HCMC – Floor 6

PVA encourages bribery and corruption to be reported through standard channels established as above but recognises that in some cases it may not be appropriate; therefore provides alternative reporting lines such as:

3. The PVA Compliance Confidential Helpline: [email protected]; or

4. The PCA Confidential Helpline:

Prudential Corporation Asia

13th Floor One International Finance Centre

1 Harbour View Street, Central, Hong Kong

Email: [email protected]

Telephone: (852) 2918 5495

Fax: (852) 3112 0139

Staffs are assured that information provided to either these helplines or to Compliance Liaison, AML and ABC Section or to ABCO will be treated with utmost confidence.

15. EFFECTIVE DATE OF THE POLICY

This policy takes effect on March 1, 2014 and will be reviewed annually or when necessary to reflect changing business operations as well as regulatory requirements.

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