Conflict of Interest Policy

1. Purpose

Bayarcash is committed to ensuring that all business decisions are made in the best interests of the company, its stakeholders, and its customers. This policy provides guidance to employees, directors, and business partners on identifying, disclosing, and managing conflicts of interest to maintain integrity, transparency, and compliance with applicable laws and regulations, including Bank Negara Malaysia (BNM) guidelines.

2. Scope

This policy applies to:

• All Bayarcash directors, management, and employees.
• Contractors, consultants, interns, and trainees engaged by Bayarcash.
• Third parties acting on behalf of Bayarcash, including partners, vendors, merchants, and service providers.

3. Definition of Conflict of Interest

A conflict of interest arises when an individual’s personal, financial, or other interests interfere, or appear to interfere, with their professional duties, responsibilities, or decision-making at Bayarcash.

Examples include (but are not limited to):

• Having a financial interest in a vendor, merchant, or competitor.
• Engaging in outside employment, consultancy, or business that conflicts with Bayarcash’s operations.
• Using company resources, data, or influence for personal gain.
• Favoritism, nepotism, or improper involvement in hiring, procurement, or contract decisions.
• Accepting gifts, hospitality, or entertainment that could improperly influence decisions.

4. Policy Statement

• Employees and directors must avoid situations that create actual, potential, or perceived conflicts of interest.
• All conflicts (or potential conflicts) must be disclosed immediately to the Compliance Officer or HR Department.
• Employees must not participate in decisions where they have a personal interest that conflicts with Bayarcash’s interests.
• Transactions with related parties must be conducted at arm’s length, transparent, and properly documented.

5. Disclosure & Approval Process

• Employees must submit a Conflict of Interest Disclosure Form when a conflict arises or is anticipated.
• The Compliance & Risk Department will review and assess the disclosure.
• Appropriate measures (e.g., recusal from decisions, reassignment of duties, divestment of interest) will be taken to mitigate the conflict.
• The Board Audit & Risk Committee will oversee and approve significant conflict of interest matters.

6. Gifts & Hospitality

• Employees may only accept modest, reasonable, and transparent gifts or hospitality that do not influence business decisions.
• Any gift or hospitality above the threshold defined in Bayarcash’s Gifts & Hospitality Guidelines must be declared and recorded in the Gifts Register.

7. Non-Compliance & Consequences

• Failure to disclose a conflict of interest or engaging in prohibited conduct may result in disciplinary action, including termination of employment or contract.
• In serious cases, legal action may be taken in accordance with Malaysian law.

8. Roles & Responsibilities

Bayarcash ensures effective management of conflicts of interest by assigning clear responsibilities across all levels, promoting transparency, compliance, and ethical conduct.

9. Review of Policy

This policy will be reviewed annually or earlier if required by changes in law, regulations, or business practices.