ADL Supplier Code of Conduct

ADL is strongly committed to observing the highest ethical standards in all its procurement activities. As such, this Axiata Digital Labs Supplier Code of Conduct (“Code”) has been prepared to provide a clear statement of ADL’s expectation from Suppliers in all procurement dealings, ensuring that internationally recognised procurement ethics are followed. Transparency and accountability should be strictly adhered to in all procurement activities. This Code establishes the standards required for conducting business with ADL. Our goal is to work with our Suppliers to ensure full compliance with these principles. These requirements set out the minimum levels of compliance required of ADL’s Suppliers. As a Supplier, you are encouraged to exceed the requirements wherever possible. We will consider these principles in our selection of Suppliers and will actively monitor Suppliers’ compliance.

ADL may amend and add to this Code at any time and from time to time. Supplier and Supplier Representatives are bound by such amendments and additions published from time to time and accessible at https://www.axiatadigitallabs.com/supplier-code-of-conduct/. References to this Code shall be deemed to include such amendments and additions. Supplier shall ensure that Supplier Representatives comply with this Code.

This Code shall apply to all:

(i) counterparties including suppliers, contractors, consultants, dealers, distributors, vendors, service providers, business partners, channel partners, joint venture partners (individually and/or collectively “Counterparties”);

(ii) prospective Counterparties (individually and/or collectively “Prospective Counterparties”);

(iii) parents or subsidiaries of the Counterparties or Prospective Counterparties (individually and/or collectively “Related Corporations”); and

(iv) the respective personnel, officers, directors, representatives, agents and contractors of, and any other entities acting on behalf of, the Counterparties or Prospective Counterparties (individually and/or collectively ” Representatives”).

Counterparties and Prospective Counterparties are hereinafter individually and/or collectively referred to as “Suppliers” and Related Corporations and Representatives are hereinafter individually and/or collectively referred to as “Supplier Representatives”.

Suppliers shall, and shall cause Supplier Representatives to, ensure this Code and other relevant information are communicated throughout their organization and made available to their respective employees in a comprehensible language(s) of its employees and supervisors.

Suppliers’ and the Supplier Representatives’ acknowledgement of this Code is a pre-requisite in every ADL contract for supply. Through the acceptance of a Purchase Order and/or signing of contract, which make reference to the Code, the Supplier commits that it shall adhere to and conduct itself in a manner consistent with the provisions contained in this Code.

Suppliers shall comply with all applicable laws and regulations in all jurisdictions where they conduct business. Where the requirements under applicable laws or regulations differ or are in conflict with this Code, the Supplier shall comply with the highest standard consistent with applicable laws or regulations.

Suppliers are also expected to ensure it has obtained all necessary regulatory approvals to conduct its business in the relevant jurisdictions. This includes any licenses, permits, approvals, permissions granted by local regulators and federal authorities.

ADL expects all Suppliers and companies seeking to sell goods or services to conduct their business in accordance with the highest ethical standards. ADL is committed to conducting business with Zero Tolerance Policy against all forms of bribery and corruption and expects its Suppliers to do the same. In this regard, Suppliers shall comply with ADL’s Anti-Bribery and Anti-Corruption Policy, a copy of which can be accessed at https://www.axiatadigitallabs.com/anti-bribery-anti-corruption-policy/

Suppliers shall never offer a bribe or kickback in any form to ADL employees, their families or nominees, or engage in unethical or unacceptable business practices in order to obtain or maintain ADL’s business. Suppliers are prohibited to directly or indirectly offer, promise, give, solicit or accept or agree to accept or attempt to obtain anything that might be regarded as a facilitation payment in any form. Suppliers shall never improperly influence a Public/Government Official and PEPs to seek or retain business advantage for and/or on behalf of ADL and will make committed efforts to transact in a fair and transparent manner. Suppliers must report to ADL if any ADL employees or business associates requests any such incentive. During a bid or evaluation process, Suppliers should not entertain nor seek to influence ADL employees involved in the bid or evaluation, or their families, through gifts, payments, favours, services or other benefits that will or could influence any business decision or that create the appearance of influencing any business decision.

ADL has adopted a “No Gift” Policy, whereby all its stakeholders[1] as well as their family members, who are acting for, and on behalf of ADL, directly or indirectly, are prohibited from giving or accepting gifts to avoid conflict of interest (actual or perceived) as a gift can be seen as a bribe that may negatively impact ADL’s reputation or be in violation of the ABAC Policy as well as laws and regulations. Gifts in the form of cash or cash equivalent is prohibited. Any gifts offered, given or received (in exceptional circumstances) shall be in compliance with the law, ADL’s Anti-Bribery and Anti-Corruption Policy, and other relevant policies and procedures. If any gifts are offered, given and received, employees are required to declare and/or get prior approval. Gifts should not be offered or given to ADL employees or their relatives and families, if it could reasonably give the appearance of influencing the business relationship with ADL or any business decision arising out of the business relationship. For the avoidance of doubt, gift is defined to include all forms of entertainment, travel and hospitalities, donations and sponsorships.

• Anti-Bribery and Anti-Corruption Policy

Supplier must report to ADL’s Head of Procurement in writing if any director or employee of ADL and/or relatives of director or employee of ADL are employees, partners, directors, or shareholders (other than publicly traded securities) of the Supplier. Relatives of an ADL director or employee comprise of the director’s or employee’s spouse, parents, children, brothers or sisters, or spouse of child, brother and sister. It is ADL’s policy that a director or employee declares any interests that they or their relatives, directly or indirectly, have in a bid or a Supplier.

Suppliers shall comply to competition legislation and regulations where applicable and not engage in anti-competitive conduct such as but not limited to collusive behaviour, tying or linking arrangements, misuse of market power and refusal to supply.

ADL expect its Suppliers to adhere to all anti-trust laws and regulations to ensure a free and open marketplace. Suppliers must not propose, or enter into, any agreements with a competitor to fix or stabilize pricing, allocate customers, territories, products or markets, rig bids or collude on bid quotes, or boycott a competitor or customers.

ADL strives to build transparent and fair relationships with Public or Government Officials (including regulators) and PEP. PEP is defined as a person entrusted with a local or foreign country’s public or governmental function. ADL suppliers, employees and/or their representatives shall comply with the ADL’s Anti-Bribery and Anti-Corruption Policy and all applicable laws and regulations in all dealings or interactions with Public or Government Officials (including regulators) and PEP.

ADL expects the conduct of Suppliers or Supplier Representatives who perform tasks and works for ADL to be above board. Any misrepresentation, illegal or unethical conduct shall be regarded as breach of this code of conduct.

ADL expects its Suppliers to comply with all applicable labour laws and regulations and international labour rights and principles as established by ILO in the 1998 Declaration on Fundamental Principles and Rights at work.

Suppliers shall not use forced or involuntary labour of any type (e.g., forced, bonded, indentured or involuntary prison labour). Employment is voluntary.

Suppliers shall not use child[2] labour. The use of legitimate workplace apprenticeship programs, which comply with all laws and regulations, is supported. Workers under the age of 18 shall not perform work that is likely to jeopardise the health or safety of young workers.

Compensation paid to workers shall comply with all applicable wage laws and regulations, including those relating to minimum wages, overtime hours and legally mandated benefits. The basis on which each worker is being paid is to be provided each such worker in a timely manner via pay stub or similar documentation.

ADL expects its Suppliers to comply with industry norms and applicable local laws and regulations on working hour requirements as stipulated in the applicable country’s governing labour laws and regulations. Suppliers shall ensure that all overtime work is voluntary and compensated at the prevailing overtime rates. Employees should be allowed at least one day off per seven-day week.

Suppliers shall treat all employees with respect and shall not use corporal punishment, threats of violence or other forms of physical coercion or harassment.

Suppliers shall not discriminate[3] in its hiring and employment practices.

Suppliers shall recognize their employees’ rights to join or refuse to join labour unions or associations and to bargain collectively as permitted by law. Suppliers have the right to establish favourable employment conditions and to maintain open communication and direct engagement between workers and management as a means to resolve workplace and compensation issues and promoting positive employee relations that make employees view third-party representation as unnecessary.

Suppliers shall provide their employees with a safe and healthy workplace in compliance with all applicable laws and regulations. Consistent with these obligations, Suppliers shall have trainings, certifications and implement effective programmes that include effective safety programmes[4] to educate and remind their employees/workers on the fundamentals of health and safety.

Suppliers shall make available safety information on identified workplace risks, and their employees is correspondingly trained to ensure they are adequately protected. Suppliers will identify and assess likely and potential emergency situations in the workplace and minimize their impact by implementing emergency plans and response procedures.

Suppliers shall operate in a manner that is protective of the environment. At a minimum, Suppliers shall comply with all applicable environmental laws, regulations and standards[5]. Suppliers shall also comply with any additional environmental requirements specific to the products or services being provided to ADL as called for in design and product specifications, and contract documents. Suppliers should strive to implement management systems to meet these requirements.

All ADL’s corporate, customer, business partner and employee personal information, may it be in physical or digital form, are strictly private and confidential. Confidentiality is critical to protecting the integrity of our information assets, competitive advantage and regulatory compliance.

ADL expects Suppliers to:

process the data in accordance to ADL’s instructions, and its contractual obligations and at all times according to the local data protection laws and regulations;

implement appropriate governance, physical, technical and organizational measures to ensure a level of security in line with the risk that the processing represents;

conduct the engagement with integrity and maintain within the cost and time boundaries;

be vigilant on risks and work within the limits of authority of the engagement without exposing ADL to undue risks; and

ensure that its employees and subcontractors receive appropriate training and have committed themselves to an obligation of data privacy and cyber security.

ensure any assets and systems they have been granted access to are protected from abuse and malware and to ensure and maintain a high level of confidentiality, integrity and availability.

ensure provided access to ADL systems is maintained at the lowest privilege level for authorized users only and promptly removed when no longer applicable

promptly notify ADL on all weaknesses in cybersecurity discovered.

shall not by action or inaction allow the systems and applications in ADL be made vulnerable.

comply with all applicable policies and standards while working on site at ADL premises.

ADL views breaches or non-compliance with laws or regulations, ADL’s policies or contractual terms, including those pertaining to data privacy and data security, seriously, and may lead to sanctions and actions being invoked against the Supplier.

Supplier shall promptly notify ADL, in the event of any anticipated, suspected or actual:

breach or non-compliance with laws or regulations, ADL policies or contractual terms in relation to data privacy or data security and

cyber threat to, security breach of, or loss or corruption of, ADL’s data and

ADL strictly prohibits money laundering and terrorism funding in any form or manner.

ADL views breaches or non-compliance with laws or regulations, ADL policies or contractual terms, including those pertaining to money laundering and terrorism funding, seriously, and may lead to sanctions and actions being invoked against the Supplier.

Supplier shall promptly notify ADL in the event of any anticipated, suspected or actual breach or non-compliance with laws or regulations, ADL policies or contractual terms in relation to money laundering or terrorism financing.

To facilitate the monitoring of Suppliers’ compliance with this Code, ADL expects Suppliers to:

Develop and maintain all necessary documentation to support compliance with the described standards; such documentation shall be accurate, up to date and complete;

Provide ADL’s representatives with access to all relevant records and documentations, in relation to engagements with ADL, upon ADL’s request;

Allow ADL’s representatives to conduct interviews (in relation to engagements with Axiata Group) with the Supplier’s employees and management and other Supplier Representatives separately;

Allow ADL’s representatives to conduct announced site visits (in relation to engagements with Axiata Group) of Supplier and Supplier Representatives locations; and

Respond promptly to reasonable inquiries from ADL’s representatives in relation to the implementation of this Code.

Supplier shall have a process in place for timely correction of any deficiencies or violations identified by such an assessment.

Suppliers shall provide honest, accurate and open representation of their organization, its qualification, experience and capabilities. Suppliers shall also disclose, if requested, accurate references of previous work undertaken. Where references of previous work undertaken cannot be disclosed due to confidentiality obligations, the Supplier shall reasonably endeavour to obtain the appropriate permissions and shall at a minimum disclose such information without breaching such obligations of confidentiality.

The official Speak Up channel (https://axiatagroup.integrityline.com) can be used by Suppliers to voice and register their concerns, including any act or conduct that is in violation of the Supplier Code of Conduct, actual or suspected misconduct, illegal or unethical behaviour, without fear of retaliation or unfair treatment. A Supplier shall ensure that there is a reasonable belief or basis for the concern, and the disclosure is made in good faith and not for personal gain or motivated by ill or malicious intention. Mere rumour or hearsay information is not the basis for speaking up or to whistle blow.

Axiata Group is committed to protect, within reason and means, anyone who reports or raises a concern in good faith, and those who participate in or conduct an investigation, from retaliation. For further information on Whistleblowing/Speaking Up and the official Speak Up channel, please refer to Axiata’s Whistleblowing / Speaking Up Policy and Procedures (https://www.axiata.com/sites/default/files/docs/Whistleblowing_Policy_Procedures.pdf).

• Speak Up Channel
• Axiata Whistleblowing Policy · PDF

The Supplier shall take reasonable steps to ensure that no entity or person subject to applicable sanctions laws and regulations is involved in or unlawfully benefits from the Supplier’s operations, including its supply chain, and to prevent involvement in any transaction prohibited by such laws and regulations.

A breach of the Code may result in actions being invoked against that Supplier, in addition to any contractual or legal remedies. The actions applied will depend on the nature and seriousness of the breach and on the degree of commitment shown by the Supplier in breach to its obligations under the Code. The range of actions available to be imposed on the Supplier includes but is not restricted to the following:

Formal warnings – that the continued non-compliance will lead to more severe actions;

Disclosure of nature of breach to all Axiata subsidiaries and associate companies; or

Immediate termination of contract, without