1 June 2020
1.1 This Anti-Bribery and Corruption Policy (“this or the Anti-Bribery and Corruption Policy/this or the Policy”) is issued pursuant to Section 17A of the Malaysian Anti-Corruption Commission (Amendment) Act 2018 (Act A1567) (“MACC Amendment Act 2018”) read together with the Malaysian Anti-Corruption Commission Act 2009 (Act 694) (“MACC Act 2009”) (collectively called “MACC Act 2009 (MACC Amendment Act 2018)”).
1.2 The provisions of section 17A of the MACC Amendment Act 2018 establishes the principle of an organisation’s criminal liability (corporate liability) for the corrupt practices of its associated persons (i.e. director, partner or employees/personnel/staffs of the organisation or the person who performs services for or on behalf of the organisation such as a vendor, supplier, contractor, sub-contractor, business partner or third party) where such corrupt practices are carried out for the organisation’s benefit or advantage, whilst the organisation does not have adequate policies/procedures on anti-corruption and bribery in place.
1.3 In conjunction with the above, Gunung Impian Development Sdn. Bhd. (199101001129 (211440-A)) (“the Company”) adopts an anti- corruption and bribery management process. The need to implement this process supports sustainable development goal by combating Bribery and Corruption (as defined herein). This further showcases the Company’s commitment in upholding the highest level of ethics and integrity in the daily conduct of doing business.
1.4 Having a clear and unambiguous policy statement on the Company’s position regarding Bribery and Corruption forms the cornerstone of an effective integrity management system. This Policy is not intended to provide definitive answers to all questions regarding Bribery and Corruption. Rather, it is intended to provide Personnel (as defined herein) and Business Associates (as defined herein) with basic guidelines on how the Company combats Bribery and Corruption in furtherance of the Company’s commitment to lawful and ethical behavior at all times.
1.5 This Policy should thus be read in conjunction with the Company’s various policies and guidelines. If multiple documents speak on the same subject, then the more stringent provision always applies.
1.6 If anyone has doubts about the scope of the application of this Policy concerning the fight against Bribery and Corruption, please contact the HR & Administration Department (as defined herein) for clarification.
1.7 Engaging in Bribery and Corruption can have severe consequences for Personnel and the Company. Personnel may face dismissal, fine and imprisonment and the Company may face damage to reputation, financial loss and disbarment from business and other negative consequences.
2.1 “Bribery and Corruption” means any action which would be considered as an offence of giving or receiving ‘gratification’ under the MACC Act 2009. In practice, this means offering, giving, receiving or soliciting something of value in an attempt to illicitly influence the decisions or actions of a person who is in a position of trust within an organisation.
Bribery may be ‘outbound’, where someone acting on behalf of the Company attempts to influence the actions of someone external, such as a Government official or client decision-maker. It may also be ‘inbound’, where an external party is attempting to influence someone within the Company such as a senior decision-maker or someone with access to confidential information.
2.2 “Business Associates” means an external party with whom the Company has or plans to establish some form of business relationship. This includes but is not limited to clients, customers, joint venture partners, consortium partners, outsourcing providers, contractors, consultants, subcontractors, suppliers, vendors, advisers, agents, distributors, representatives, intermediaries and investors.
2.3 “Closely Related Person” is someone a Personnel is related to (Relative or Immediate Family Member), having a personal friendship with or anyone living in the same household as the Personnel.
Relative or Immediate Family Member of the Personnel includes:
(b) siblings (brother/sister);
(c) spouse’s siblings;
(d) direct line of ascendants (parents/grandparents) or descendant (children/grandchildren) of Personnel, Personnel’s spouse, Personnel’s siblings and Personnel’s spouse siblings;
(e) uncle, aunty or cousin;
(f) son-in law or daughter-in law.
2.4 “Company Secretary” means the internal company secretary employed by the Company.
2.5 “Conflict of Interest” means a situation in which a Personnel is in a position to take advantage of his or her role in the Company for his or her personal benefit or for the benefit of a Closely Related Person. A Conflict of Interest would undermine the duties of good faith, fidelity, diligence and integrity expected by the Company from its Personnel in the performance of his/her duties and obligations. The types of Conflict of Interest is defined more particularly in Clause 14 hereof.
2.6 “Corporate Gift” means something given from one organisation to another, with the appointed representatives of each organisation giving and accepting the gift. Corporate gifts may also be promotional items given out equally to the general public at events, trade shows and exhibitions as part of building the Company’s brand. The gifts are given transparently and openly, with the implicit or explicit approval of all parties involved. Corporate gifts normally bear the Company name and logo. Examples of corporate gifts include items such as diaries, table calendars, pens, notepads and plaques.
2.7 “Corporate Hospitality” means the considerate care of Personnel or Business Associates or Public Officials, whether current, prospective or historic, which may include refreshments, accommodation and entertainment at a restaurant, hotel, club, resort, convention, concert, sporting events or other venues, with or without the personal presence of the host. Provision of travel may also be included, as may other services such as provision of guides, attendants and escorts; use of facilities such as a spa, golf course or ski resort with equipment included.
2.8 “Donation and Sponsorship” means charitable contributions and sponsorship payments made to support the community. Examples include sponsorship of educational events, supporting NGOs and other social causes.
2.9 “Director/Directors” means a director/the directors of the Company.
2.10 “Department/Division” means the respective departments/divisions of the Company.
2.11 “Entertainment” includes golf games, movies, karaoke, spa, orchestra, theater, concerts and other similar events.
2.12 “Gratification” as defined in the MACC Act 2009 means the following:
(a) money, donation, gift, loan, fee, reward, valuable security, property or interest in property being property of any description whether movable or immovable, financial benefit or any other similar advantage;
(b) any office, dignity, employment, contract of employment or services and agreement to give employment or render services in any capacity;
(c) any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part;
(d) any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction or percentage;
(e) any forbearance to demand any money or money’s worth or valuable thing;
(f) any other service or favour of any description including protection from any penalty or disability incurred or apprehended or from any action or proceedings of a disciplinary, civil or criminal nature, whether or not already instituted, and including the exercise or the forbearance from the exercise of any right or any official power or duty; and
(g) any offer, undertaking or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (a) to (f).
2.13 “Exposed Position” means a Personnel’s position identified as vulnerable to Bribery and Corruption through a risk assessment. Such positions may include any role involving procurement or contract management, financial approvals, human resource, relations with government officials or government departments, sales positions where negotiation with an external party is required or other positions which the Company has identified as vulnerable to Bribery and Corruption.
2.14 “EXCO Directors” means the Directors of the Executive Committee of the Company.
2.15 “GM” means the General Manager of the Company.
2.16 “HR & Administration Department” means the Human Resources and Administration Department of the Company.
2.17 “HOD” means the head of the Divisions/Departments of the Company.
2.18 “Personnel” means individuals directly contracted to the Company on an employment basis, including permanent and temporary employees/staffs and the Directors of the Company.
2.19 “Visiting Director” means the Director who is responsible to oversees the performance of the Company as a whole where after he has the duty to report to the Chairman or EXCO Directors or Board of Directors.
2.20 “Whistleblower” means the party making the disclosure of any acts of Bribery & Corruption.
3.1 The Company is committed to conducting business dealings with integrity. Integrity is the practice of being honest and showing a consistent and uncompromising adherence to strong moral and ethical principles & values. This means avoiding practices of Bribery and Corruption of all forms in the Company’s daily operations.
3.2 The Company has a zero-tolerance approach against all forms of Bribery and Corruption. Bribery and Corruption in all forms relating to the Company’s activities is strictly prohibited (“Anti-Bribery and Corruption Commitment”).
3.3 Bribery and Corruption may take the form of anything of value, such as money, goods, services, property, privilege, employment position or preferential treatment. All Personnel and Business Associates shall not therefore, whether directly or indirectly, offer, give, receive or solicit any item of value, in the attempt to illicitly influence the decisions or actions of a person in a position of trust within the Company, either for the intended benefit of the Company or the persons involved in the transaction.
3.4 The Anti-Bribery and Corruption Commitment and this Policy is equally applicable to the Company’s business dealings with commercial (“private sector”) and Government/Public Body (as defined herein) (“public sector”) including their directors, personnel, agents and other appointed representatives. Even the possible appearance of Bribery or Corruption is to be avoided.
3.5 The Anti-Bribery and Corruption Commitment applies to all countries worldwide, without exception and without regard to regional customs, local practices or competitive conditions.
3.6 No Personnel, Business Associate or Public Official will suffer demotion, penalty or other adverse consequences in retaliation for refusing to pay or receive bribes or participate in other illicit behavior.
3.7 Full compliance to both the spirit of the Anti-Bribery and Corruption Commitment and this Policy is mandatory and should be maintained.
The principal objectives of this Policy are:
(a) To foster the growth of a business environment that is free of Bribery and Corruption.
(b) To ensure all Personnel take reasonable measures to ensure their daily activities do not involve Bribery and Corruption.
(c) To provide guidance on how to recognize and deal with Bribery and Corruption issues.
(d) To avoid any penalty from the relevant authorities due to non-compliance of any acts related to integrity and Anti-Bribery and Corruption.
5.1 This Policy is applicable to the Company and all its Personnel.
5.2 It is also mandatory that all Business Associates and Public Officials comply with the relevant parts of this Policy when performing works or services for the Company.
The Company is the owner of this Policy.
7.1 The Company is committed to conducting its business ethically and in compliance with all applicable laws and regulations in the countries where it does business.
7.2 These laws include but are not limited to the Malaysian Penal Code (revised 1977) (and its amendments), the MACC Act 2009, the MACC Amendment Act 2018, the Companies Act 2016, the US Foreign Corrupt Practices Act 1977 (amended 1998) and the UK Bribery Act 2010 (collectively “Applicable Laws”). These Applicable Laws prohibit Bribery and Corruption and mandate that companies establish and maintain accurate books and records and sufficient internal controls.
7.3 This Policy shall at all times be subject to the laws and regulations of Malaysia. In the event of any conflict or inconsistency between the provisions of this Policy and the laws and regulations in Malaysia, the latter shall prevail.
8.1 No-Gift Policy
8.1.1 The Company adopts a “No-Gift Policy” whereby all Personnel shall not solicit or accept any gifts from any external parties (including Business Associates and Public Officials) that may have a direct or indirect business interest with the Company.
8.1.2 The Company requires all Personnel to abide by this Policy to avoid a Conflict of Interest between the Company and the external parties (including Business Associates and Public Officials) as a gift can be seen as bribe that may tarnish the Company’s reputation or be in violation of the Applicable Laws.
8.1.3 Any gift of cash or cash value (e.g. vouchers, coupons, shares, commission, etc.) is strictly prohibited at all times.
8.1.4 Any gift which violates the terms of “No Gift Policy” must be declined/returned with an explanation note from the Personnel concerned thanking the external party (including Business Associates and Public Officials) for the gift and explaining politely about the Company’s “No Gift Policy” and to proceed to decline/return the gift accordingly.
8.2 Receiving Gifts
8.2.1 The Company is very much aware that in certain cultures or situations, gift giving is a central part of business etiquette. Despite acknowledging the Company’s “No-Gift Policy” some external parties (including Business Associates and Public Officials) may still insist in providing gifts to the Personnel and/or Closely Related Person.
8.2.2 Although the general principle is to immediately refuse such gifts, accepting a gift on behalf of the Company is allowed only in very limited circumstances, whereby refusing the gift is likely to seriously offend and may sever the business relationship between the Company and the external party (including Business Associates and Public Officials).
8.2.3 In these limited circumstances, Personnel may accept a gift (only Corporate Gifts, festive or ceremonial gifts), PROVIDED THAT ALL the following conditions (“Conditions for Receiving”) are fulfilled:
Made for the right reason - It shall be clearly received as an act of appreciation or common courtesy associated with festive seasons or other ceremonial occasions;
No obligation - It shall not be used to cause or induce the Personnel to improperly or illegally influence any business action or inaction or cause others to perceive an improper influence;
No expectation - It shall be made without expectation of any favor or improper advantages from the Personnel;
No Conflict of Interest - There shall be no Conflict of Interest in accepting/receiving the gift;
Made openly - It shall not be made secretly and shall be documented;
Reasonable value - Its type and value shall commensurate with the occasion and in accordance with the general business practice; and
Legal - It shall be in compliance with the Applicable Laws and the provisions set out in this Anti-Bribery and Corruption Policy.
8.2.4 Even if it may appear disrespectful to refuse a gift from an external party (including Business Associates and Public Officials), nevertheless, if any of the conditions set out in Clause 8.2.3 hereof is not fulfilled, then clearly the Personnel cannot accept the said gift. In this situation, the gift shall be politely declined and returned with a note of explanation about the Company’s “No Gift Policy”.
8.2.5 A Personnel shall declare a gift received via the Personnel Declaration Form (available at the HR & Administration Department) within five (5) working days upon the Personnel receiving the gift.
(Note: Hampers which are given by Business Associates or Public Officials shall be addressed to the Company and notice of the same (i.e. that hampers shall be addressed to the Company) shall be given by the Personnel to the Business Associates and Public Officials.)
8.3 Providing Gifts
8.3.1 As a general principal, Personnel are not allowed to provide gifts to external parties (including Business Associates and Public Officials) with the exception of a Director, the GM or any other Personnel approved by a Director or the GM.
8.3.2 Subject to the provisions in Clause 8.3.1 hereof, a Personnel may provide gifts (only Corporate Gifts, festive or ceremonial gifts) PROVIDED THAT ALL the following conditions (“Conditions for Providing”) are fulfilled:
Made for the right reason - It shall be clearly given as an act of appreciation or common courtesy associated with festive seasons or other ceremonial occasions;
No obligation - It shall not be used to cause or induce the receiver to improperly or illegally influence any business action or inaction or cause others to perceive an improper influence;
No expectation - It shall be made without any expectation of any favor of improper advantages from the receiver;
No Conflict of Interest - There should be no Conflict of Interest in providing the gift;
Made openly - It shall not be made secretly and must be documented;
Reasonable value - Its type and value must commensurate with the occasion and in accordance with general business practice; and
Legal - It shall be compliance with the Applicable Laws and the provisions set out in this Anti-Bribery and Corruption Policy.
8.3.3 Any provision for gifts shall be declared by the Personnel via the Personnel Declaration Form (available at the HR & Administration Department) within five (5) working days upon the Personnel providing the gift.
8.3.4 All expenses incurred to provide gifts shall be properly kept, documented and recorded by the respective Departments/Divisions for audit purposes.
8.4 Receiving Entertainment
8.4.1 As a general principal, the Company prohibits Personnel from soliciting Entertainment nor are they allowed to accept Entertainment that is excessive, inappropriate, illegal or given in response to, in anticipation of or to influence a favorable business decision particularly from parties engaged in a tender or competitive bidding exercise.
8.4.2 The Company recognizes that the occasional acceptance of a reasonable and modest level of Entertainment provided by an external party (including Business Associates and Public Officials) in the normal course of business is a legitimate way to network and build good business relationships. However, it is important for Personnel to exercise proper judgment in receiving the Entertainment fulfilling the Conditions for Receiving set out in Clause 8.2.3 hereof before accepting Entertainment offered or provided by an external party (including Business Associates and Public Officials). This is not only to safeguard the Company’s reputation, but also to protect Personnel from allegations of impropriety or undue influence.
8.4.3 Subject to the provisions in Clause 8.4.2 hereof, Personnel may pursue the Entertainment by making a declaration via the Personnel Declaration Form (available at the HR & Administration Department) within five (5) working days upon the Personnel receiving the Entertainment.
8.5 Providing Entertainment
8.5.1 The Company recognizes that providing modest Entertainment is a legitimate way of building business relationships and such a common practice within the business environment to foster good business relationship with external parties (including Business Associates and Public Officials). As such, Personnel are allowed to entertain external parties (including Business Associates and Public Officials) through a reasonable act of hospitality as part of business networking as well as a measure of goodwill towards the recipients provided that the Conditions for Providing set out in Clause 8.3.2 hereof are fulfilled.
8.5.2 In the event any Personnel finds that the Entertainment is beneficial to network and build good business relationship, subject to fulfilling the Conditions for Providing as set out in Clause 8.3.2 hereof, the Personnel may pursue the Entertainment by making a declaration via the Personnel Declaration Form (available at the HR & Administration Department) within five (5) working days upon the Personnel providing the Entertainment.
8.5.3 All expenses incurred to provide Entertainment shall be properly kept, documented and recorded for audit purposes.
8.6 Receiving Corporate Hospitality
8.6.1 As a general principle, the Company strictly prohibits Personnel from soliciting Corporate Hospitality nor are they allowed to accept Corporate Hospitality that is excessive, inappropriate, illegal or given in response to, in anticipation of, or to influence a favorable decision, particularly from parties engaged in a tender or competitive bidding exercise (i.e. contractors, vendors, suppliers etc.).
8.6.2 Notwithstanding the above, the Company recognizes that the occasional acceptance of an appropriate level of Corporate Hospitality given in the normal course of business is usually a legitimate contribution to building good business relationships.
8.6.3 In the event any Personnel finds that the Corporate Hospitality is beneficial to network and build good business relationship, subject to fulfilling the Conditions for Receiving as set out in Clause 8.2.3 hereof, the Personnel may accept the Corporate Hospitality by making a declaration via the Personnel Declaration Form (available at the HR & Administration Department) within five (5) working days upon the Personnel receiving the Corporate Hospitality.
8.7 Providing Corporate Hospitality
8.7.1 The Company recognizes that providing Corporate Hospitality to external parties (including Business Associates and Public Officials) be it through corporate events, sporting events or other public events, is a legitimate way to network and build goodwill in business relationships.
8.7.2 While providing Corporate Hospitality is a reflection of the Company’s courtesy and goodwill, the Personnel must exercise proper care to protect the Company’s reputation against any allegation of impropriety or the perception of Bribery and Corruption when the arrangements could influence or be perceived to influence the outcome of a business decision.
8.7.3 In the event any Personnel finds that the Corporate Hospitality is beneficial to network and build good business relationship, subject to fulfilling the Conditions for Providing as set out in Clause 8.3.2 hereof, the Personnel may pursue the Corporate Hospitality by making a declaration via the Personnel Declaration Form within five (5) working days upon the Personnel providing the Corporate Hospitality.
8.7.4 All expenses incurred to provide the Corporate Hospitality shall be properly kept, documented and recorded by the respective Departments/Divisions for audit purposes.
8.8 Dealing with Public Officials
8.8.1 Public official means any person who is a member, an officer, an employee or a servant of a Public Body (as defined herein) and includes a member of an administration, a member of Parliament, a member of a State Legislative Assembly, a judge of the High Court, Court of Appeal or Federal Court and any person receiving any remuneration from public funds. Public Body includes any of the following (“Public Body”):
(a) the Government of Malaysia;
(b) the Government of a State;
(c) any local authority and any other statutory authority;
(d) any department, service or undertaking of the Government of Malaysia, the Government of a State, or a local authority;
(e) any society registered under subsection 7(1) of the Societies Act 1966;
(f) any branch of a registered society established under section 12 of the Societies Act 1966;
(g) any sports body registered under section 17 of the Sports Development Act 1997;
(h) any co-operative society registered under section 7 of the Co-operative Societies Act 1993;
(i) any trade union registered under section 12 of the Trade Unions Act 1959;
(j) any youth society registered under section 9 of the Youth Societies and Youth Development Act 2007;
(k) any company or subsidiary company over which or in which any public body as is referred to in paragraph (a), (b), (c), (d), (e), (f), (g), (h), (i) or (j) has controlling power or interest; or
(l) any society, union, organization or body prescribe from time to time as a Public Body.
(“Public Official or Public Officials”)
8.8.2 The term Public Official includes a Relative, Associate, Closely Connected Individual and companies related to the Public Official in its/their capacity as directors, members of management or beneficial owners. Relative, Associate, Closely Connected Individual is defined as follows:
(a) “Relative” means:
(i) a spouse of the Public Official;
(ii) a brother or sister of the Public Official;
(iii) a brother or sister of the spouse of the Public Official;
(iv) a lineal ascendant or descendant of the Public Official;
(v) a lineal ascendant or descendant of a spouse of the Public Official;
(vi) a lineal descendant of a person referred to in paragraph (ii);
(vii) the uncle, aunt or cousin of the Public Official; or
(viii) the son-in-law or daughter-in-law of the Public Official.
(b) “Associate” means:
(i) any person who is a nominee or an employee of the Public Official;
(ii) any person who manages the affairs of the Public Official;
(iii) any organisation of which the Public Official, or any nominee of his, is a partner, or a person in charge or in control of, or has a controlling interest in, its business or affairs;
(iv) any corporation within the meaning of the Companies Act 2016, of which the Public Official, or any nominee of his, is a director or is in charge or in control of its business or affairs, or in which such person, alone or together with any nominee of his, has or have a controlling interest, or shares to the total value of not less than thirty per centum (30%) of the total issued capital of the corporation; or
(v) the trustee of any trust, where:
(a) the trust has been created by the Public Official; or
(b) the total value of the assets contributed by the Public Official to the trust at any time, whether before or after the creation of the trust, amounts, at any time, to not less than twenty per centum (20%) of the total value of the assets of the trust.
(c) “Closely Connected Individual” means:
(i) extended family members, such as relatives (biological or non-biological relationship);
(ii) financially dependent individuals (i.e. persons salaried by the Public Official such as drivers, bodyguards, secretaries);
(iii) business partners or associates;
(iv) prominent members of the same organisation as the Public Official;
(v) individuals working closely with the Public Official (i.e. work colleagues); or
(vi) close friends.
8.8.3 Any business relationship with the Company involving Public Officials who otherwise has direct relationship with the Company, requires disclosure. In addition, specific prior approval for establishing business relationships with such Public Officials shall be obtained by Management of the Company from the Visiting Director.
8.8.4 All Personnel shall ensure that the Conditions for Providing as set out in Clause 8.3.2 hereof are fulfilled for provisions of gifts, Entertainment or Corporate Hospitality to any Public Official.
9.1 CSR, Donations and Sponsorships
9.1.1 Any CSR, Donations and Sponsorship activities conducted must not be used as a conduit to circumvent, avoid or evade the Applicable Laws or any regulatory requirements. Most importantly, it shall not be used to facilitate Bribery and Corruption, illegal and money laundering activities.
9.1.2 All CRS, Donations and Sponsorship request must be carefully examined for legitimacy and not be made to improperly influence a business outcome.
9.1.3 The proposed recipient must be a legitimate organisation and appropriate due diligence must be conducted to ascertain that the benefits reach their intended recipient whilst the programs meet the intended objectives.
9.1.4 Any CSR, Donations and Sponsorships shall only be made by Personnel, subject to fulfilling the Conditions for Providing as set out in Clause 8.3.2 hereof, by declaration via the Personnel Declaration Form (available at the HR & Administration Department) and upon the prior approval being obtained from the GM and the Visiting Director five (5) working days prior to providing the CSR, Donations and Sponsorships.
9.2 Political Contribution/Donation
9.2.1 Any political contribution/donation shall not be used as a conduit to circumvent, avoid or evade the Applicable Laws or any regulatory requirements. Most importantly, it shall not be used to facilitate Bribery and Corruption, illegal and money laundering activities.
9.2.2 Subject to fulfilling the Conditions for Providing as set out in Clause 8.3.2 hereof, any provision for political contribution/donation shall be declared and prior approval obtained from the GM and the Visiting Director via the Personnel Declaration Form (available at the HR & Administration Department) five (5) working days prior to providing the political contribution/donation.
9.2.3 The Company encourages its Personnel to participate in the political election process by voting. Personnel may choose to make personal political contributions as appropriate within the limits established under law. However, under no circumstance will any Personnel be compensated or reimbursed in any way by the Company for a personal political contribution.
9.2.4 All Personnel are prohibited from acting on the matters below without first obtaining the prior approval of the GM and the Visiting Director:
using their position within the Company to try to influence any other person (whether or not employed by the Company) to make political contributions or to support politicians and/or their parties in any country;
make any contribution or incur any expenditure using the Company’s resources to benefit any political campaign, party and/or politician in any country;
the use of the Company’s facilities, equipment and resources for any political campaign and party function.
10.1 Facilitation payment is a payment or other provisions made personally to an individual in control of a process or decision. It is given to secure or expedite the performance of a routine or administrative duty or function. Facilitation payments need not involve cash or other financial assets. It can be any sort of advantage with the intention to influence an individual in his/her duties.
10.2 The Company adopts a strict policy of disallowing the use of facilitation payments in its business.
10.3 Offering, promising or requesting facilitation payments is just as prohibited as actually paying or receiving facilitation payments. The Company prohibits accepting or obtaining, either directly or indirectly, facilitation payments from any person for the benefit of the Personnel himself/herself or for any other person. The reason underlying this prohibition is that facilitation payment is a form of Bribery and Corruption.
10.4 Personnel shall not offer, promise, give, request, accept or receive anything which might reasonably be regarded as a facilitation payment. If any Personnel (besides the GM) receives a request or is offered facilitation payments, he/she shall immediately report the matter to his/her HOD and the GM. In the case of the GM he shall immediately report the matter to the Visiting Director.
The Company awards contracts and Personnel positions purely on a merit basis. Therefore, support letters in all forms shall not be recognized as part of the business decision making process.
12.1 The Company recognizes the value of integrity in its Personnel. The Company’s recruitment, training, performance evaluation, remuneration, recognition and promotion of all Personnel is designed and regularly updated to recognize integrity.
12.2 The Company shall ensure that the most qualified and suitable individuals are employed. This is crucial to ensure that no element of Bribery and Corruption is involved in hiring of Personnel. In line with this, proper background checks should be conducted in order to ensure that a potential Personnel has not been convicted in any Bribery or Corruption cases. Detailed background checks will be taken when hiring a Personnel who would be responsible in the Management position as they would be tasked with decision making obligations.
13.1.1 The Company’s dealings with Business Associates must be carried out in compliance with all relevant laws and consistent with the values and principles of this Policy. As part of this commitment, all forms of Bribery and Corruption are unacceptable and will not be tolerated.
13.1.2 The Company accepts that all Business Associates acting for and on its behalf to share the Company’s values and ethical standards as their action can implicate the Company legally and tarnish the Company’s reputation. Therefore, when the Company engages with Business Associates, the Company is obliged to conduct appropriate counterparty due diligence to understand the business and background of the respective business counterparties before entering into any arrangements with them. This is to safeguard that the Company deals with counterparties that subscribe to acceptable standards of integrity in the conduct of their business.
13.1.3 To help ensure that the Company only does business with Business Associates that share the Company’s standards of integrity, all HOD(s) shall exercise the following:
(i) Conduct due diligence to assess the integrity of the Business Associates. Do not enter into any business dealings with Business Associates reasonably suspected or engaged in Bribery and Corruption and improper business practices unless those suspicions are investigated and resolved.
(ii) All Business Associates are made aware of the Company’s policy on Anti-Bribery and Corruption as stipulated in this Policy.
(iii) All Business Associates must sign the Business Associate’s Declaration Form (available at the HR & Administration Department), which states the following:
(a) that the Business Associate understands and will comply with the Applicable Laws and the Company’s policy on Anti-Bribery and Corruption as stipulated in this Policy. Besides, they must be ready to commit to the Anti-Bribery and Corruption principles which includes promoting values of integrity, transparency, accountability and good corporate governance, prevention of Bribery and Corruption, fighting any other form of corrupt practice as well as supporting anti-corruption initiatives led by the government and the local authorities (collectively called “the Requirements”).
(b) that the Business Associate has not been convicted nor are they subject to any investigation, inquiry or enforcement proceedings by the relevant authorities of any actual or suspected breach and will report to the Company of any actual or suspected breach as soon as reasonably practicable and to the extent permitted by the law.
(c) that the Business Associate undertakes to promptly inform the Company of any breach and/or alleged/suspected breach of the Requirements and cooperate with the Company in any investigation of such breach involving a Personnel.
(d) that the Business Associate acknowledges that the provisions set out in the Business Associate’s Declaration Form shall form part of the terms and conditions of its appointment and/or contract of service.
(e) that the Business Associate acknowledges that the Company has the right to suspend or terminate the Business Associate’s contract/agreement/job and disqualify the Business Associate from tendering for future contracts/jobs if found to have breached the Requirements or any other terms and conditions implemented by the Company pursuant to the contract/agreement/ job.
(Note: Only a Business Associate whose contract/agreement/job is valued at more than RM5,000 will be required to sign the Business Associate Declaration Form. The Company may also engage online vendors/service providers such as for the purchase of air flight tickets, travel insurance etc. Such Business Associates are excluded from the requirement to sign the Business Associate’s Declaration Form. Nevertheless, a Personnel is still required to ensure reasonable due care is exercised to protect the Company’s interest at all times.)
13.1.4 If at any point during the due diligence exercise or in dealing with a Business Associate, there are Conflict of Interests or “red flags” being raised, these warrant further investigation and must be sufficiently addressed before the engagement of the Business Associate can progress. Examples of common “red flags” involving Business Associates include:
The transaction involves a country know for high incidence of corrupt payments.
Family, business or other “special” ties with a Public Official/Public Officials.
A reference check reveals a flawed background or reputation of the Business Associate.
Objection of anti-bribery representations and warranties in commercial agreements or negative response when told of the Requirements.
Convoluted payment arrangements such as payment in cash payment to the Business Associate or any other third party or requests for upfront payment for expenses or other fees.
The Business Associate requires that his/her identity not be disclosed as part of the business transactions.
Inadequate credentials for the nature of the engagement or lack of an office or an established place of business.
13.1.5 The Company requires its Personnel to use good judgment and common sense at all times in assessing the integrity and ethical business practices of Business Associates.
13.1.6 A Personnel shall seek advice from his/her HOD whenever particular questions arise relating to the Business Associates that the Company has appointed/financing or is considering appointing/financing.
13.2 Due Diligence Process
13.2.1 The Due Diligence Checklist on Third Party (available at the HR & Administration Department) provides for a detailed due diligence on an external party (including the Business Associates and Public Officials). All Personnel are to take note that the due diligence checklist is non exhaustive and are strongly encouraged to add own measures into the checklist for a meaningful and thorough assessment on an external party.
13.2.2 The process of due diligence is to serve as a guide to the Personnel in making a decision whether to continue the relationship with an external party. Any unsatisfactory answer to the Due Diligence Checklist on Third Party shall be treated as “red flags” by the Personnel.
13.2.3 If all identified “red flags” are sufficiently mitigated, then the Personnel could proceed with the relationship. Similarly, if no “red flags” have been identified, then the Personnel can proceed with the engagement.
13.2.4 If “red flags” have been identified but not sufficiently mitigated, then it is critical that further work is undertaken prior to entering into any contract or relationship. All “red flags” must be resolved or mitigated.
13.2.5 The most common/direct way of resolving a “red flags” will be to contact the external party directly. In particular, the external party should be asked what measures they have taken to resolve the corruption issue which had taken place in their company.
13.2.6 The Company does not limit the method or mechanism used by a Personnel to conduct an external party’s due diligence so long as the same is permitted by law.
13.2.7 If the “red flags” relate to a historic investigation in corrupt activity where no conviction takes place, then the “red flags” can be considered mitigated (though it is prudent to seek further information or background of the circumstances).
13.2.8 A Department/Division may also consider imposing conditions to reduce any perceived risk such as training for the external party’s (including Business Associate’s and Public Official’s) employees imposing anti-corruption policies on the third party. This could be reinforced via contractual provisions.
13.2.9 In some circumstances, the “red flags” are unsubstantiated rumors which have not been formally investigated by the authorities or law enforcement agencies or proven in court, tribunal or the equivalent. Under this scenario, a Department/Division may proceed with the contract. Nevertheless, it is advisable that the Department/Division continuously monitors the situation and immediately highlights to Management if any adverse findings are noticed/found.
13.2.10 Where a Department/Division finds that the “red flags” still cannot be mitigated or resolved despite all the non-exhaustive measures, the Department/Division shall not proceed with the relationship with the external party (including Business Associates and Public Officials).
14.1 All Personnel should avoid situations in which Conflict of Interest could occur.
14.2 There are three (3) types of Conflict of Interest :
(a) An actual Conflict of Interest is when a Personnel is faced with a real and existing conflict. This would be the case where the Personnel can influence decisions that are made by the Company with respect to dealings with business, enterprise or entity owned or partially owned by the Personnel or a Closely Related Person.
(b) A potential Conflict of Interest is when a Personnel is in or could be in a situation that may result in a conflict, but this has not fully materialized.
(c) A perceived Conflict of Interest is when a Personnel is in or could be in a situation that may appear to be a conflict, even if it is not the case.
14.3 If Personnel are unsure if he/she has an actual, potential or perceived Conflict of Interest, the Personnel should consult the HR & Administration Department for advice. Alternatively, the Personnel may make a declaration to the HR & Administration Department, who will record the declaration and determine the next course of action to be taken by the Personnel.
15.1 The Company adopts a clear separation of duties for all job functions financially or non-financially related.
15.2 For jobs related to non-financial activities/functions, there must be at least two (2) layers of checking i.e. the maker and the checker.
15.3 For jobs related to financial activities/functions, the Company has adopted a three (3) layer checking which shall comprise of the maker, checker and approver.
15.4 Further for financial activities (such as disbursement and payment activities), the Company strictly adopts multiple signatories to further mitigate any corruption risk.
16.1 All Personnel shall certify in writing that they have read, understood and will abide by the Policy. A copy of the Personnel Acknowledgement Form (available at the HR & Administration Department) duly acknowledgement by the Personnel shall be documented and retained by the HR & Administration Department for the duration of the Personnel’s employment/service at the Company.
16.2 The HR & Administration Department reserves the right to request for information regarding the Personnel’s assets in the event that the Personnel is implicated in any Bribery and Corruption related accusation or incident.
17.1.1 All Departments/Divisions shall maintain written records evidencing that due- diligence has taken place and that any risks identified have been carefully considered and mitigated as practicably as possible.
17.1.2 Records should be retained for at least seven (7) years in order to comply with the local laws as well as the Company’s standard operating procedures.
17.2 General Retention Policy
All Departments/Divisions shall retain for at least seven (7) years, all records, operational work documents, other documents and transactions to enable the Company to comply with any request from the relevant authorities.
17.3 Specific Retention Policy
Records on Business Associates and Public Officials identification, business correspondence and security documents shall be retained by the Departments/Divisions for up to seven (7) years after the relationship is terminated/exited.
18.1 The Whistleblower’s identity shall be kept confidential to the extent reasonably practicable, unless otherwise required by law or to facilitate investigations and/or other relevant processes.
18.2 The Whistleblower will be protected from any reprisals as a direct consequence of the disclosure e.g. victimization, disciplinary measures, termination of employment etc. provided that:
(a) The disclosure is made in good faith and with sound judgment.
(b) The disclosure is not malicious, frivolous and vexatious.
(c) The disclosure is not for personal gain or interest.
(d) The Whistleblower, to the best of his/her knowledge, is aware and believes that the information and allegations disclosed are true.
18.3 Any false, malicious or defamatory allegations are viewed very seriously and appropriate disciplinary action may be taken against the Whistleblower, including dismissal.
18.4 The channel for making a disclosure at the Company shall be through the completion of the prescribed complaint form attached herewith as “Appendix 1” (“Compliant/Disclosure Form”) submitting it to the HR & Administration Department at email@example.com, the GM at firstname.lastname@example.org and the Visiting Director.
In the event the disclosure relates to the HOD of the HR & Administration or the GM, the disclosure shall be made directly to the Visiting Director by submitting the Complaint/Disclosure Form to the Visiting Director.
18.5 Disclosure must be with sufficient details and supported with documentary evidence and/or information or parties who are able to confirm or support the disclosures, wherever practicable.
18.6 Anonymous disclosures will not be entertained as they may hinder investigation and the Company’s ability to ensure that the disclosure is genuine. Anonymity will also prevent the Whistleblower from being accorded the necessary protection. Notwithstanding the provisions herein, the Company reserves the right to investigate any anonymous disclosure.
18.7 The HR & Administration Department, GM and Visiting Director or the Visiting Director (where the disclosure relates to the HOD of the HR & Administration Department or the GM) will review each disclosure received and will deliberate and decide on the next course of action which may include:
(a) To proceed with investigation into the matter;
(b) To proceed with the appropriate disciplinary action;
(c) To close the case; or
(d) To refer the matter to the Directors.
18.8 All decisions made relating to a disclosure shall be reduced to writing and the Visiting Director will be updated on all such disclosures and decisions made.
18.9 The Whistleblower will be notified of the outcome of the investigation and decision made relating to the disclosure. Such notification however may be limited to the status and/or selected information only and may exclude specific details due to confidentiality.
19.1 The Company shall conduct an awareness program for all its Personnel on the Company’s position regarding Anti-Bribery and Corruption, integrity and ethics.
19.2 Training shall be provided on a regular basis, in accordance with the level of Bribery and Corruption risk related to the position. Training shall be provided to Personnel who are:
(a) new to the Company; or
(b) appointed to or currently holding an Exposed Position.
19.3 The HR & Administration Department shall maintain records to identify which Personnel have received training.
19.4 Business Associates shall also undergo appropriate training, where a risk assessment identifies them as posing Bribery and Corruption risk to the Company.
Regular audits shall be conducted to ensure compliance to this Policy. Such audits may be conducted internally by the Company or by an external party. Audit documentation should include performance improvement action plans.
21.1 Non-compliance as identified by the audit and any risk areas identified through this Policy and other means should be reported to the Visiting Director or EXCO Directors in a timely manner in accordance with the level of risk identified.
21.2 The Company regards acts of Bribery and Corruption as serious matters and will apply penalties in the event of non-compliance to this Policy.
21.3 For Personnel, non-compliance may lead to disciplinary action including termination of employment.
21.4 For Business Associates, non-compliance may lead to penalties including termination of contract. Further legal action may also be taken in the event that the Company’s interests have been harmed in the event of non-compliance.
22.1 The Company shall monitor the legal and regulatory regimes where it operates and any changes to the Company’s business environment & risks and identify opportunities for improvement.
22.2 Regular assessments should be carried out to ensure its scope, policies, procedures and controls match the Bribery and Corruption related risks faced by the Company.
22.3 The Company endeavors to impact the business environment where it operates. This includes extending its integrity program to the Business Associates, seeking to work with companies who have a similar commitment and supporting initiatives in the private and public sectors which are likely to improve the integrity of its operating environment.
This Policy shall be updated, amended or revised from time to time to ensure that it continues to remain relevant and appropriate.