ANTI-BRIBERY AND CORRUPTION
Our Group practices strict anti-bribery and corruption policy.
Our Group adopts third-party due diligent policy to further strengthen internal control frameworks.
Anti-Bribery and Corruption
Our Group conducts its business in a legal and ethical manner. Our Group requires all full time, probationary, contract and temporary staff (herein refer to “employees”) and Directors to be committed to acting professionally and with integrity in their business dealings.
Our Group will take reasonable and appropriate measures to ensure that its businesses and employees do not participate in corrupt activities for its advantage or benefit. This Anti-Bribery and Corruption Policy (“Policy”) sets out the parameters to prevent the occurrence of bribery and corrupt practices in relation to the businesses of the Group. This Policy is supplemental to and shall be read in conjunction with the Code of Ethics and Conduct of the Group
2. DEFINITION OF BRIBERY AND CORRUPTION
Bribery is the offering, promising, giving, accepting or soliciting of an advantage as an inducement for action which is illegal, unethical or a breach of trust. A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage and can take the form of gifts, loans, fees, rewards or other advantages.
Corruption is the abuse of entrusted power for private gain.
The objective of the Policy is to provide information and guidance to the directors and employees on standards of behaviour to which they must adhere to and how to recognise as well as deal with bribery and corruption.
The Policy is not intended to be exhaustive, and there may be additional obligations that directors and employees are expected to adhere to or comply with when performing their duties. For all intents and purposes, the directors and employees shall always observe and ensure compliance with all applicable laws, rules and regulations to which they are bound to observe in the performance of their duties.
The Policy is applicable to all directors and employees of our Group.
Each employee has a duty to read and understand the Policy. Violation of any of the Policy’s provisions may result in disciplinary action, including termination of employment.
If a director requires further clarification on the Policy, the director may liaise with the Chairman of the Board or the Chief Executive Officer (“CEO”), whereas for an employee, the employee may refer or highlight any concerns to the immediate superior.
5. GUIDANCE ON COMMON FORMS OF BRIBERY AND CORRUPTION
5.1 Gifts and Hospitality
This Policy does not prohibit normal business hospitality, so long as it is reasonable, appropriate, modest and bona fide corporate hospitality.
Some examples of acceptable gifts and/or benefits are as follows:
(a) token gifts offered in business situations or to all participants and attendees for example, work related seminars, conferences, trade and business events;
(b) gifts presented at work-related conferences, seminars and/or business events;
(c) gifts given in gratitude for hosting business events, conferences and/or seminars;
(d) refreshments or meals during meetings or as participants of work-related conferences and/or seminars; and
(e) meals for business purposes
As a general principle, the directors and employees should not accept or give a gift to a third party if it is made with the intention of influencing the third party to obtain or retain business, or in exchange for favours or benefits. In addition, lavish or unreasonable gifts or hospitality should not be accepted as such gifts or hospitality may be perceived or interpreted as attempts by the directors or employees to obtain or receive favourable business treatment for personal benefits.
The directors and employees should be mindful in giving or receiving gifts or hospitality as it could be perceived as a way of improperly influencing the decision making of the recipient. Hence, the intention behind the gifts or hospitality should always be considered.
5.2 Facilitation Payments To Officer of Public Body
Facilitation payments are unofficial payments or other advantages made to secure or expedite the performance of a routine action by an officer of public body. Directors or employees shall not promise or offer, or agree to give or offer, facilitation payments to an officer of any public body.
However, there could arise circumstances in which the directors or employees have no alternative but to make a facilitation payment in order to protect themselves from injury, loss of life or liberty. Any request for facilitation payment under such circumstances should be reported immediately to the superior.
(N1: Public Body as defined in Section 3 of Malaysian Anti-Corruption Commission Act 2009)
5.3 Third Parties and Agencies
All third parties, including agents, suppliers and joint venture partners should be made aware of this Policy and the arrangements with them shall be subject to clear contractual terms, including specific provisions requiring them to comply with minimum standards and procedures relating to bribery and corruption.
5.4 Political Contribution
Subject to any prevailing law that govern political contribution, respective subsidiaries of the Group may make contribution to political parties or candidates. All political contributions require approval from the CEO. The records of all political contributions shall be kept by respective subsidiaries of the Group.
5.5 Charitable Contribution
Charitable support and donations are acceptable (and indeed are encouraged), whether of in- kind services, knowledge, time, or direct financial contributions. However, directors and employees must be careful to ensure that charitable contributions are not used as a scheme to conceal bribery. No donation can be offered or made without the prior approval of the CEO. The records of all charitable contributions shall be kept by respective subsidiaries of the Group.
It is important that proper and complete records be maintained of all payments made to third parties in the usual course of business as these would serve as evidence that such payments were bona fide, and not linked to corrupt and/or unethical conduct. All accounts, invoices, documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with accuracy and completeness.
Employees must declare all hospitality or gifts accepted or offered and submit details to the person in-charge who is assigned by the CEO for recording into a register which will be subject to internal audit review. Employees must also ensure that all expense claims relating to hospitality, gifts or expenses incurred to third parties are approved by the CEO and must be specifically recorded the reason for such expenditure
7. COMPLIANCE TO THE LAW
Our Group will comply with all applicable laws, rules and regulations of the governments, commissions and exchanges in jurisdictions within which the Group operates. Directors and employees are expected to understand and comply with the Malaysian Anti-Corruption Commission Act 2009 (including any amendment thereof). Our Group reserves the right to report any actions or activities suspected of being criminal in nature to the police or other relevant authorities.
8. REPORTING OF VIOLATIONS OF THE POLICY
Any employee who knows of, or suspects, a violation of the Policy, is encouraged to whistle blow or report the concerns through the mechanism set out under the Group Whistle Blowing Policy. The provision protection and procedure of the Whistle Blowing Policy for reporting of the violations of the Policy are available on the Group website. No individual will be discriminated against or suffer any sort or manner of retaliation for raising genuine concerns or reporting in good faith on violations or suspected violations of the Policy. All reports will be treated confidentially.
9. REVIEW OF THE POLICY
The Board of the Group will monitor compliance with the Policy and review the Policy regularly to ensure that it continues to remain relevant and appropriate.
The Board of Directors of our Group is responsible for determining the business strategy and approving the general policies of the Group, as well as providing oversight for its internal control framework. In the fulfillment of these responsibilities and consistent with the Group’s Code of Ethics and Conduct, and with the Mission, Vision and Values of the Group and its ethics and compliance culture, it has approved this Third-Party Due Diligence Policy (the “Policy”).
This Policy is part of our Group’s corporate governance system and is intended to define the procedures and actions that must be followed by directors and employees of the Group, as well as Third Parties with whom our Group has business relationships, in the compliance with applicable laws and regulations governing International Sanctions and embargoes, international trade in all relevant areas of the Group.
This Policy is applicable to all directors and employees of our Group.
In companies where our Group has a non-controlling interest, the Group’s representatives in such investee companies shall make every reasonable effort to ensure that they adopt standards and principles that are consistent with those contained in this Policy.
Our Group expects and endeavors to encourage its business Partners to develop and implement ethics programs and standards that are aligned with ours. In cases where the Group believes that such parties have failed to comply with our policies or their contractual commitments, it reserves itself the right to take the appropriate actions.
4. GENERAL COMMITMENTS AND PRINCIPLES
4.1 Our Group is firmly committed to fostering and supporting a preventive culture based on the principle of zero tolerance for any type of wrongdoing or misconduct and to maintaining the highest standards of ethical and responsible behavior by all professionals of the Group, regardless of their position and the country where they work. All our Group employees must obey the law and comply with related corporate policies, procedures, and regulations.
4.2 As part of its endeavor to build a culture of prevention across the organization, our Group encourages all employees of the Group to embed ethical considerations into their activities and decision-making, so that any conduct on the part of such persons is based on four principles:
that it is ethical;
that it is lawful;
that it is desirable for the Group; and
that the person involved is willing to accept responsibility and accountability for his or her actions and decisions.
4.3 Our Group will highly scrutinize any potential commercial or financial transactions with any individuals, organizations, or countries under prevailing International Sanctions applicable to the transaction involved. To the extent the Group proceeds with those transactions, it will make the necessary disclosures required by law.
4.4 Our Group employees involved in commercial or financial transactions must understand and comply with the trade regulations and restrictions applicable in the countries and jurisdictions where the Group conducts its businesses or acquires goods and services. Persons in charge or involved in the transaction should seek guidance from the Legal Department from the very start of any discussions before signing a MOU; whenever the transaction involves a country, entity or individual subject to International Sanctions, the Ethics & Compliance Office must be duly notified. Trade restrictions are constantly changing and the laws applicable to different jurisdictions may clash. To avoid problems, consult with the Legal Department on the applicable laws and regulations for each jurisdiction.
4.5 Our Group employees have a duty and obligation to willingly cooperate with any investigations or audits carried out and voluntarily provide all available information related to any transactions (whether executed or not). Failure to cooperate with an investigation, or to withhold relevant information for an investigation or provide false, incomplete or misleading information, may result in disciplinary action.
4.6 Our Group shall endeavor to create an open, honest, fair and transparent environment within the organization, integrating the various systems developed to prevent criminal offenses and maintaining appropriate internal channels for reporting potential violations and misconduct, including the Ethics & Compliance Channel and the Audit, Compliance and Ethics Committee, enabling directors, employees to submit concerns and complaints about any possible non-compliance with the Group’s corporate governance system or any actual or suspected violations of applicable laws or the rules and standards of the Code of Ethics and Conduct.
5. OVERSIGHT, EVALUATION AND REVIEW
The Ethics & Compliance office, within the Internal Audit, Ethics & Compliance Office and Risk (which is embedded under the Human Capital Division), shall oversee and monitor, on an ongoing basis, all activities related to this Policy to identify any risks or conduct that may be contrary to the contents of this Policy and the Code of Ethics and Conduct; all operations performed by the business units shall be periodically compiled along with the due diligence and enhanced due diligence reports, including its conclusions.
The Ethics & Compliance Operating Committee shall periodically review this Third-Party Due Diligence Policy, and submit recommendations to the Board of Directors regarding any amendments or revisions to the Policy as may be necessary or advisable to ensure that appropriate and effective controls are in place and working as intended to minimize the risks of fraud and corruption in the Group, taking into consideration the suggestions and input of the Ethics & Compliance Office and the Group employee.
Practice 3.2 of the Malaysian Code on Corporate Governance (“MCCG”) stipulates for the Board of our Group toestablish, review and together with management implement policies and procedures on whistleblowing.
In addition, Guidance 3.2 of the MCCG stipulates that the Board of the Group should encourage employees toreport genuine concerns in relation to breach of a legal obligation (including negligence, criminal activity, breachof contract and breach of law), miscarriage of justice, danger to health and safety or to the environment and the cover-up of any of these in the workplace.
The Board of our Group should ensure that its Whistleblowing Policy (“Policy”) sets out avenues where legitimate concerns can be objectively investigated and addressed. Individuals should be able to raise concerns about illegal,unethical or questionable practices in confidence and without the risk of reprisal.
2. SCOPE OF THE POLICY
2.1 This Policy covers possible improper conduct such as:
(b) Corruption, bribery or blackmail;
(c) Criminal offences;
(d) Theft or embezzlement;
(e) Abuse of power;
(f) Conflict of interest;
(g) Misuse of the Group’s property;
(h) Insider trading;
(i) Money laundering;
(j) Breach of legal obligation (including negligence, criminal activity, breach of contract and breach oflaw);
(k) Miscarriage of justice;
(l) Endangerment of an individual’s health and safety or of the environment; and
(m) Concealment or cover-up of any of the above.
2.2 The improper conduct above is not exhaustive and includes any other act or omission, which if proven, willconstitute an act of misconduct under the Group’s Code of Ethics and Conduct, disciplinary offence under therelevant policies and procedures of the Group or criminal offence under relevant legislations in force.
2.3 The Group expects all parties to act in good faith with a reasonable belief that the information andallegations are substantially true.
2.4 If allegations are proven to be malicious, parties responsible may be subject to appropriate action, up to andincluding legal action, where applicable.
2.5 All confidential reporting or disclosures by a whistleblower are to be directed to the designated person inaccordance with the procedures under this Policy.
2.6 The Policy is not intended as a means for employees to pursue personal grievances which should bereferred directly with their immediate superiors.
3. PROTECTION TO WHISTLEBLOWER
3.1 The Group will take all reasonable steps to protect the confidentiality of identity of a whistleblower, to theextent reasonably practicable and will adhere to any statutory requirements in force.
3.2 Any employee of the Group who whistle blows will also be protected against any adverse and detrimental actions in reprisal for disclosing any improper conduct committed or about to be committed within the Group,to the extent reasonably practicable, provided that the disclosure is made in good faith.
3.3 Such protection will continue notwithstanding that the investigation later reveals that the whistleblower ismistaken as to the facts, rules and procedures of improper conduct.
3.4 The whistleblower remains liable for his/ her own conduct and is responsible to ensure that disclosure ismade in good faith and free from any malicious intent. The Group does not have the power to offer anyperson immunity against prosecution in the criminal jurisdiction.
3.5 The Group may revoke the protection accorded to a whistleblower under the following circumstances,amongst others:
(a) the whistleblower participated in the improper conduct;
(b) the whistleblower willfully discloses a false statement;
(c) the disclosure is made with malicious intent;
(d) the disclosure is frivolous or vexatious; or
(e) the disclosure is made solely or substantially with the motive of avoiding dismissal or other disciplinary action.
4. ANONYMOUS WHISTLEBLOWER
4.1 The Group will not entertain any anonymous disclosure. The person who wishes to whistle blow anyimproper conduct within the Group is required to disclose his/her name, identity number and contact number.Nonetheless, these identity details will be kept confidential to accord protection to the whistleblower.
4.2 However, the Group reserves its right to investigate into any anonymous disclosure.
5. REPORTING PROCEDURES
5.1 All disclosures are to be channeled in accordance with the procedures provided herein.
5.2 Disclosures can be made in strict confidential manner, marked “Confidential” and “Strictly to be opened byaddressee only” to:
Chief Executive Officer
The Group Systems Berhad
C-8-1, 8th Floor, Corporate Office Tower Block C,
338, Jalan Tun Razak,
50400 Kuala Lumpur.
5.3 As it is essential for the Group to have all critical information to be able to effectively evaluate and investigate a complaint, the disclosures made herein should provide as much detail and be as specific as possible. Thedisclosures should contain the following information:
(a) Details of the person(s) involved;
(b) Details of the allegations such as nature, time and place;
(c) Other relevant information and
(d) Any supporting evidence.
5.4 All disclosures received will be treated with confidence and every effort will be made to ensure thatconfidentiality is maintained throughout the process.
5.5 At the appropriate time, the whistleblower making the disclosures may need to come forward as a witness.
6. HANDLING OF COMPLAINTS
6.1 The CEO may direct the complaint to the department best placed to address it or lead the investigationto ensure prompt and appropriate investigation and resolution. All information disclosed during investigationwill remain confidential, except as necessary or appropriate for the conduct of the investigation and toundertake any remedial action, in accordance with any applicable laws and regulations.
6.2 The Group reserves the right to refer any concerns or complaints to appropriate external regulatoryauthorities. Depending on the nature of the complaint, the subject of the complaint may be informed of theallegations against him/her and be provided with an opportunity to defend himself/herself against suchallegations. Employees who fail to cooperate in an investigation, or deliberately provide false informationduring an investigation, shall be subject to strict disciplinary action up to, and including, immediate dismissal.
6.3 If, at the conclusion of an investigation, The Group determines that a violation has occurred or the allegationsare substantiated, remedial action commensurate with the severity of the offence will be taken.
7. REVIEW OF THE POLICY
7.1 The Group reserves the right to amend the Policy from time to time to maintain compliance with applicablelaws and regulations or accommodate organizational changes within The Group.