This ABC should thus be read in conjunction with the relevant legislations and recognized governing standards, as well as the Group’s various policies & guidelines as set out in Section 5.

It is the policy of the Group to conduct all of its business in an honest and ethical manner and to act in good faith. The Group takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships wherever it operates, and implementing and enforcing effective ABMS to counter bribery and corruption.

Bribery and corruption in Malaysia are punishable for individuals by up to 20 years' imprisonment and if the Group is found to have taken part in corporate corruption it could face a fine not less than 10 times the sum or value of gratification or RM1 million, whichever is higher and damage to its reputation. Bribe recipients as well as bribe-givers can also be penalised. I t therefore takes its legal responsibilities very seriously.

The Group will undertake a periodic bribery and corruption risk assessment across its business to understand the bribery and corruption risks it faces and ensure that it has adequate procedures in place to address those risks. The risk assessment will be documented and periodically reviewed, and the Audit Committee of the Company be updated on an annual basis in accordance with applicable regulations.  

This includes company directors, senior managers, managers, officers, directors, employees (whether full-time, part-time, contract or temporary), consultants, contractors, trainees, seconded staff, home-workers, casual workers and agency staff, volunteers, interns, agents, sponsors, or any other person associated with Group (including third parties) or any of subsidiaries or their employees, wherever located (collectively referred to as "Associates” in this policy).

The IAD will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy and effectiveness. Any improvement identified will be made and incorporated as soon as possible. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption.

All Associates are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing.

Consideration should be given to whether the identified issues should be disclosed to authorities, having regard to the improper conduct and practices identified, the Group’s legal obligations, and disclosure obligations under local and/or foreign laws.

Associates are invited to comment on this policy and suggest ways in which it might be improved.

Comments, suggestions and queries should be addressed to the Head of Group Human Resources & Administration Department. This policy does not form part of the Associate’s contract of employment/engagement and it may be amended at any time by the Company.

The Audit Committee is responsible for the administration, revision, interpretation, and application of this policy. The policy will be reviewed and revised as needed.

Bribe means giving or receiving an undue reward (or offering to do so) to influence the behavior of someone in government or business, in order to obtain business or financial or commercial advantage in a way which breaches an expectation of good faith or impartiality.

Corruption means the abuse of an entrusted power for private gain.

It is irrelevant whether the person who receives the bribe works in the public or private sector. A bribe could involve:

• The direct or indirect promise, offer, authorization, or provision of anything of value;
• The offer or receipt of any kickback, loan, fee, commission, reward, or other advantage;
• The giving of contributions or donations designed or stipulated to influence the recipient to act in the giver’s favor.

The purpose of a bribe is often to obtain, retain or “facilitate” business, where the person receiving the bribe is, or may be, in a position to provide that kind of business advantage to the party offering the bribe. This may involve sales initiatives, such as tendering and contracting; or, it may simply involve the handling of administrative tasks such as licenses, customs, taxes or import/export matters. It does not matter whether the act of bribery is committed before or after the tendering of a contract or the completion of an administrative task.

The party offering a bribe might be:

• An employee, officer or director;
• Any person acting on behalf of the Company (e.g., third parties);
• Individuals and organizations representing the Company that authorizes someone else to carry out these acts.

And the recipient of a bribe could (but not always) be a government official. For the purposes of this policy, a government official could be any of the following or their relatives:

• A public official, whether foreign or domestic
• A political candidate or party official
• A representative of a government-owned/controlled organization
• An employee of a public international organization or non-governmental organization.

Group’s policy and practice encourage the use of good judgment, discretion, and moderation when giving or accepting gifts or entertainment in business settings. Gift giving and entertainment practices may vary in different cultures; however, any gifts and entertainment given or received must be in compliance with law, must not violate the giver’s and/or receiver’s policies on the matter, and be consistent with local custom and practice. The Company does not solicit gifts, entertainment, or favors of any value from persons or firms with which the Company actually or potentially does business. Nor do the Group act in a manner that would place any vendor or customer in a position where he or she may feel obligated to make a gift, provide entertainment, or provide personal favors to do business or continue to do business with the Group.

All benefits (including Gifts and Entertainment) must be: -

• Reasonable in value
• Infrequent in nature
• Transparent and open
• Not given to influence or obtain an unfair advantage
• Respectful and customary

The Group Managing Director may via the Chief Financial Officer or the Group Human Resources & Administration Department issue guidelines on the monetary thresholds on gifts, entertainment and hospitality from time to time.

The Group prohibits making or accepting, facilitation payments or "kickbacks" of any kind. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine action by an official. Kickbacks are typically payments made in return for a business favour or advantage. The Group must avoid any activity that might lead to a facilitation payment or kickback being made or accepted.

If you are asked to make a payment on behalf of the Group or its subsidiaries, you must consider the purpose of the payment and whether the amount requested is proportionate to the goods or services provided. Any request for a facilitation payment should be refused unless you feel you are at risk of injury, of detention, or for your life, if you refuse. If one of these exceptions applies, a receipt should be obtained and the matter reported, as soon as possible, to the Group Human Resources & Administration Department, the Chief Financial Officer or the office of Group Managing Director.

The Group does not make charitable donations or contributions to political parties. Whilst employees are permitted to make personal political contributions, The Group will not make any reimbursement for these personal political contributions back to its employees.

Contributions or donations made by the Group to community projects or charities need to be made in good faith and in compliance with this policy and local applicable laws. No donation should be made which may, or may be perceived to breach applicable law, or any other section of this policy. All donations must be approved by respective subsidiaries’ company directors and shall be furnished to the Group Managing Director Office where accurate records of all donations made by the Group are maintained.

The Group funds, services, property, facilities or employee time cannot be used for or contributed to any political party or candidate for public office without approval by Group Managing Director.

The Group could be liable for the acts of people that act on behalf of the Group. This includes agents, distributors, suppliers and joint venture partners. As such the Group is committed to promoting compliance with effective anti-bribery and corruption policy by all third parties acting on behalf of the Group.

All arrangements with third parties should be subject to clear contractual terms including specific provisions requiring them to comply with minimum standards and procedures in relation to bribery and corruption. Appropriate wording to be included in contracts can be obtained from the Office of the Group Managing Director.

You must not engage any third party who you know or reasonably suspect of engaging in bribery.

Appropriate due diligence should be undertaken before any third parties are engaged. The appropriate level of due diligence will vary depending on the circumstances and you should use your judgement on a case by case basis.

Questions you should be asking yourself include:

• Who are they – have I seen documents evidencing that they are who they say they are?
• Who else have they worked with – do they have references?
• Are they well established with a good reputation or are they more obscure so that I need to do more to find out about them?
• Do they operate in a territory where bribery is prevalent?
• Are they happy to sign a contract agreeing to comply with anti-bribery procedures? Do they have their own anti-bribery programme?
• Have I done basic searches such a Google searches, business directory searches, etc?
• Are there inconsistencies between the provider of the services and the person I am paying?
• Are commissions/payments in line with generally accepted market practice?

Some high risk transactions will require further due diligence which may require independent investigation. Employees will be provided with helpful guidance and checklists where appropriate to support the due diligence process.

Entering into any joint venture arrangement without prior approval of the Group Managing Director is prohibited.

All payments and commissions to third parties must:

• be made in accordance with the existing approved payment methods or protocols and the local policies relevant in your business;
• be made via bank transfer through the accounts payable system and be fully accounted for;
• must be in line with generally accepted rates and business practice for the service in question and should not be unjustifiably excessive or unsupportable; and
• must be made in accordance with the terms of the contract with the person or Group providing the services.

If you have any concerns that arrangements with a third party are not in accordance with this policy, you should ask your local anti-bribery and corruption officer for help.

The Group must keep financial records and have appropriate internal controls in place, which will evidence the business reason for making payments to third parties.

Accounts department must declare and keep a written record of all hospitality, entertainment or gifts accepted or offered, which will be subject to managerial review.

The Group must ensure all expenses claims relating to hospitality, entertainment or gifts incurred to third parties are submitted in accordance with our reimbursement policy and specifically record the reason for the expenditure.

All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept "off-book" to facilitate or conceal improper payments.

You are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. If you are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries, these should be raised with the Group. Concerns should be reported by following the procedure set out in the Whistleblowing Policy, which is available on Group’s website.

If you are offered a bribe by a third party, or if you are asked to make a bribe, or if you suspect that you may be asked to commit such a violation, or if you believe that you or anyone else is a victim of any form of unlawful activity, you must report your concern in accordance with the reporting procedures in the Whistleblowing Policy, which is available on Group’s website.

Associates who refuse to accept or offer a bribe, or those who raise concerns or report another's wrongdoing, are sometimes worried about possible repercussions. Group encourages openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.

Group is committed to ensuring that no one suffers any detrimental treatment as a result of refusing to take part in corruption, or because of reporting concerns under this policy in good faith. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern.

If you believe that you have suffered any detrimental treatment as a result of refusing to take part in corruption, or because of reporting concerns under this policy in good faith, you should first lodge the grievance with a member of GHRAD. If the matter is not remedied, and if you are an associate, you should raise the matter by following the procedure laid out in the Whistleblowing Policy, which is available on Group’s website.

Training on this policy forms part of the induction process for all new mployees. All existing employees will receive regular, relevant training on how to implement and adhere to this ABC policy. This policy will be posted on the Group’s website.

Group’s attitudes towards bribery and corruption should be communicated to all Associates at the outset of the Group’s business relationship with them and as appropriate thereafter. Wherever possible, all third parties should be sent a copy of this policy at the outset of the business relationship.

The IAD shall report any incidents of non-compliance or identified risks areas to the Audit Committee on a timely basis.

Any personnel who is found to have committed any act of bribery or corruption in violation of this Policy shall be subjected to appropriate disciplinary action, including termination of employment.

Any external party who is an Associate, if found to have committed any act of bribery or corruption in the course of conducting businesses associated with the Group, shall be subjected to appropriate responses, including but not limited to termination of contracts or business relationship, legal actions to seek for compensation, and reporting to relevant authorities.

This section contains a list of possible red flags that may arise during the course of business. The list is not intended to be exhaustive and is for illustration purposes only.

If you encounter any red flags you must report them promptly by following procedures set out in the Whistleblowing Policy.

a) Become aware that a third party engages in, or has been accused of engaging in, improper business practices;
b) Learning that a third party has a reputation for paying bribes, or requiring that bribes are fck_paste_paddingto them, or has a reputation for having a “special relationship” with foreign government officials;
c) A third party insists on receiving a commission or fee payment before committing to sign up a contract with us, or carrying out a government function or process for us;
d) A third party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoices or receipt for a payment made;
e) A third party requests payment in made to a country or geographic location different from where the third party resides or conducts business;
f) A third party requests an unexpected additional fee or commission to “facilities” a service;
g) A third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;
h) A third party requests that a payment is made to “overlook” potential legal violations;
i) A third party requests that you provide employment or some other advantage to a friend or relative;
j) You receive an invoice from a third party that appears to be non-standard or customized;
k) A third party insists on the use of side letters or refuses to put terms agreed in writing;
l) You observe that the Group has been invoiced for a commission of fee payment that appears large given that service stated to have been provided;
m) A third party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or know to us; or
n) You are offered an unusually generous gift or offered lavish hospitality by a third party.

This section contains a list of examples of bribery and corruption. It is not intended to be exhaustive and is for illustrative purposes only.

• Offering a bribe

  You offer a potential customer tickets to a major sporting event, but only if they agree to do business with us.

  This would be an offence (by you) as you are making the offer to gain an improper commercial and contractual advantage. The Group may also be found to have committed an offence because the offer has been made improperly to obtain business for us. It may also be an offence for the potential customer to accept your offer.

• Receiving a bribe

  A supplier gives your nephew a job, but makes it clear that in return they expect you to use your influence in our organisation to ensure we continue to do business with them.

  It is an offence for a supplier to make such an offer. It would be an offence for you to accept the offer as you would be doing so to gain an improper personal advantage.

• Bribing a foreign official

  You arrange for the business to pay an additional payment to a foreign official to speed up an administrative process, such as clearing computer hardware through customs.

  The offence of bribing a foreign public official has been committed as soon as the offer is made. This is because it is made to gain a business advantage for us. The Group may also be found to have committed an offence.