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Anti-Bribery and Corruption Policy

ANTI-BRIBERY AND ANTI-CORRUPTION POLICY (“ABAC Policy”)

 

 

1. INTRODUCTION 

Abletech Solutions Sdn Bhd and its subsidiaries (“the Group”) are committed to applying the highest standards of ethical conduct and integrity in its business activities in the market it operates in.

Every Director, Employee and person acting on the Group’s behalf is responsible for maintaining Group’s reputation and for conducting company business honestly and professionally. 

The Group is committed to conducting its business ethically and in compliance with all applicable laws and regulations in the countries where it does business. These laws include but are not limited to the Malaysian Penal Code (revised 1977), the Malaysian Anti-Corruption Commission Act 2009 (revised 2018) and the Malaysian Companies Act 2016. These laws prohibit acts of bribery and corruption and mandate that companies establish and maintain adequate procedures to prevent bribery and corruption. 

This Anti-Bribery and Anti-Corruption Policy (“ABAC Policy”) is to be read in conjunction with:-

 (a) other internal policies applicable to each department and subsidiary;

(b) other relevant laws and regulations of the jurisdictions in which the Group
      operates and;

(c) other Malaysia rules and regulations cited and updated from time to time.

Under the Malaysian Anti-Corruption Commission Act 2009 (revised 2018) (“MACC Act”), bribery and corruption are considered as criminal offence, and the legal consequence includes a fine of an unlimited amount and/or imprisonment of up to twenty (20) years.

Therefore, Group is committed to apply the highest standards of ethical conduct and integrity in its business activities. The Group will not tolerate to any irresponsible or unethical behaviour that would jeopardise its good standing and reputation. The Group take a zero-tolerance approach against all forms of bribery and corruption and take a strong stance against such acts.  

This ABAC Policy embodies the Group’s commitment in this regard and there shall be no waivers or exceptions granted for conducts that depart from or contrive from this ABAC Policy. Any violation of this ABAC Policy may result in disciplinary action, up to and including dismissal under appropriate circumstances. It is therefore extremely important that you familiarise yourself with this ABAC Policy and strictly adhere to it.



2. APPLICATION AND DEFINITION 

2.1 Application

 

  1. Every LEVEL of the Group’s employees, including top management, senior management, heads of departments, employees, its affiliates, subsidiaries and any other Abletech group of companies is responsible for maintaining Group’s reputation and for conducting company business honestly and professionally. Anything related to the handling of this ABAC Policy for the existing employee and/or new joiner shall refer to Human Resources Department. If any employees require further clarification on the content of this ABAC Policy, the employee may refer their queries to the Legal and Compliance Department.

 

  1. All level of Employees, including the Directors and as per mentioned under the previous Para (9.2.1 (a)), shall sign a form known as “Employee Undertaking Form” (enclosed as Appendix A) confirming that they have read, understood and will adhere to this ABAC Policy. The declaration shall be documented and retained by Human Resources Department.

 

  1. Although this ABAC Policy is written specifically for all level of employees under the Group, the Group call upon all of its vendors, contractors, consultants, agents, representatives. Service Providers and other third parties performing work and/or services for or on behalf of the Group as well as all customers and other third parties receiving work and/or services from the Group to observe this ABAC Policy and act in accordance with this ABAC Policy, at all times, when dealing with the Group. 

 

  1. A copy of “Vendor Clean Business Undertaking” (enclosed as Appendix B) shall be executed by each of the vendors, contractors, consultants, agents, representatives and other third parties performing work and/or services for or on behalf of the Group as well as all customers and other third parties providing and /or receiving work and/or services for and /or from the Group.

2.2 Definitions

The following terms shall have the following meanings:

 

“Act” means the Malaysian Anti-Corruption Commission Act 2009;

 

“ABAC Policy” means this Anti-Bribery and Anti-Corruption Policy;

 

“Bribery” means the offering, promising, giving, accepting, or soliciting of an advantage as an inducement for an action, which is illegal, unethical, or a breach of trust or to refrain from acting;

 

“Business Associate/Business Partner /Third Party” means the party who has or will have business dealings with the Group, including but not limited to vendors, sellers, suppliers, and contractors;

 

“Compliance Department” refers to the Legal and Compliance Department;

 

“Conflict of Interest” refers when there is personal interest that can be considered to have potential interference with objectivity in performing duties or exercising judgement for or on behalf of the Group.

 

“Corruption” means the abuse of entrusted power for private gain; 

 

“Donations and Sponsorship” means charitable contributions and sponsorship payment to support the community; and

 

For the purpose of this ABAC Policy, the term “bribery and corruption” is used to cover any action which would be considered as an offence under the applicable anti-bribery and corruption laws and regulations and treaties in which the Group operates, which includes the provisions of the Act.

 

3. GIFTS 

  1. All directors, employees and/or third parties acting on behalf of the Group are prohibited from, directly or indirectly, receiving, providing, or soliciting for gifts, subject only to certain limited exceptions as provided in this ABAC Policy.

 

  1. All directors, employees and/or third parties shall comply strictly with this ABAC Policy to avoid any actual or appearance of conflict of interest. A conflict of interest arises when an individual has an interest in any entity or matter that may influence his or her judgment in the discharge of responsibilities.

 

  1. It is the responsibility of all directors and employees to inform any third parties who have any business dealings with the Group of this ABAC Policy and to request the third party’s understanding for and adherence with this Policy.

 

  1. Save for the limited exceptions stated in this ABAC Policy, the guidance below should be followed by all directors, employees and/or third parties acting on behalf of the Group to:

  1. never offer or accept gifts in the form of cash or cash equivalent, including vouchers, discounts, coupons, shares and commission, or gifts in kind, including free products from Business Associates, such as free tour packages that are not made disclosed, properties, motor vehicles, digital gadgets, computer devices;

  2. never offer or accept gifts if there is a conflict of interest situation;

  3. never offer or accept gifts which you know or suspect to be improper or illegal;

  4. never offer gifts to or accept gifts from parties currently engaged in tender, competitive bidding exercise or contract negotiation;

  5. never offer or accept gifts during periods when important decisions, regarding the award or retention of business, are being made;

  6. never offer or accept gifts offered that come with a direct or indirect suggestion, hint, understanding or implication that in return for the gifts provided some expected or desirable outcome is required; and

  7. never offer or accept gifts which are in violation of applicable laws.

 

3.5 Providing Gifts

  1. Generally, the Group adopts a “No Gift Policy” and thus, all directors and employees are prohibited from providing gifts to third parties save for the limited exceptions below.

  2. The following situations are the limited exceptions where the provision of gifts is permitted:

 

  1. exchange of gifts at the company-to-company level (e.g. gifts exchanged between companies as part of an official Group visit or courtesy call and thereafter said gift is treated as company property);

  2. gifts from Group to third parties and public officials (subject to local rules) in relation to the company’s official functions, events, and celebrations (e.g. commemorative gifts or door gifts offered to all guests attending the event);

  3. gifts from the Group to directors and employees and/or their family members in relation to an internally or externally recognised Group function, event, and celebration (e.g. in recognition of an employee’s or director’s service to the company);

  4. token gifts of nominal value normally bearing the Group or company’s logo (e.g.t-shirts, pens, diaries, calendars, and other small promotional items) or that are given out equally to members of the public, delegates, customers, partners, and key stakeholders attending events such as conferences, exhibitions, training, trade shows etc. and deemed as part of the Group’s brand building or promotional activities; and/or

  5. gifts to external parties who have no business dealings with the Group (e.g. monetary gifts or gifts-in-kind to charitable organisations).

 

  1. For the purpose of providing gifts under this ABAC Policy, the director or employees shall ensure that the gifts given or provided must be lawful, reasonable, and approved by the Chief Operating Officer or Chief Executive Officer of the Group with no intention to gain any advantage in return. Any gifts provided must not be excessive, or frequent and details of such gifts provided to third party must be properly recorded and employees shall complete a Declaration Form for Providing Gift (enclosed as Appendix C)

 

  1. This Declaration Form shall be used to declare on Gift, Entertainment & Corporate Hospitality, Sponsorship, Donation and Others; hereinafter referred to as “Declaration Form”) and file to the Human Resources (HR) Department. Gifts from the Group to Directors and Employees shall also be recorded in accordance with the format in the Gift Register Form.   

 

3.6 Receiving Gifts

 

  1. The general principle is to immediately politely refuse or return such gifts and inform the third party of this ABAC Policy. Nevertheless, upon receiving gifts from the third parties, the guidance below should be followed strictly by all directors, employees and/or third parties acting on behalf of the Group:

 

  1. gifts are given as an expression of goodwill and not as an expression of a return favour;

  2. gifts commensurate with general accepted standards for hospitality, taking into account the norms for the industry and the country in which it is offered;

  3. gifts are being provided openly and transparently and is of a nature that will not cause the Group embarrassment if publicly reported;

  4. comply with applicable laws and regulations;

  5. in general principle is to immediately politely refuse or return such gifts and inform the third party of this ABAC Policy. Nevertheless, upon receiving gifts from the third parties, the guidance below should be followed strictly by all directors, employees and/or third parties acting on behalf of the Group;

  6. never receive any gifts privately;

  7. Division Head or Head of Department will decide on the treatment of the gifts, and will be responsible for the recording of the said gifts;

  8. Employees may refer to HR Department for further clarification on the providing and/or receiving gift issues.;

 

  1. For the purpose of receiving gifts under this ABAC Policy, the director or employees shall ensure that the gifts given or received are lawful, reasonable, and approved by the Chief Operating Officer or Chief Executive Officer of the Group with no intention to gain any advantage in return. Any gifts received must not be excessive, or frequent and details of such gifts received from third party must be properly recorded and employees shall complete the Declaration Form for Receiving Gift enclosed as Appendix C) and file to the Human Resources Department. 






4. ENTERTAINMENT AND CORPORATE HOSPITALITY

  1. Entertainment is generally defined as the provision of an external event or activity which can pleasurably occupy a person. This may include the provision of meals, transportation, and accommodation to third party.

 

  1. Corporate hospitality is generally defined as corporate events or activities organised by an organisation which involves the entertainment of employees and third parties for the benefit of that organisation. This may include the provision of meals, transportation, and accommodation to third parties in connection with such corporate events or activities.

 

  1. Entertainment and corporate hospitality should not be given or received if there is any intention or it could be seems as having any intention to improperly influence the recipient to gain any advantage in return, whether directly or indirectly, for the Group or yourself, or as a reward for having acted improperly.

 

  1. As such, we must ensure that the circumstances in which entertainment and corporate hospitality are offered, given, or accepted are restricted to those which are appropriate and in compliance with applicable laws and regulations, in particular when it involves public officials.

 

  1. Entertainment and corporate hospitality will be illegitimate in the following situations, and the Group requires that any of its director, employee and person acting on the Group’s behalf to immediately refuse it:

  1. entertainment and corporate hospitality offered by parties currently engaged in tender, competitive bidding exercise or contract negotiation;

  2. entertainment and corporate hospitality which Employee know or suspect to be improper or illegal;

  3. services or favours provided personally, rather than in a business context, unless such services are pursuant to a proper arms’ length business transaction;

  4. entertainment and corporate hospitality for family members, friends or relatives;

  5. entertainment and corporate hospitality during periods when important decisions, regarding the award or retention of business, are being made;

  6. entertainment and corporate hospitality offered that comes with a direct or indirect suggestion, hint, understanding or implication that in return for the entertainment provided some expected or desirable outcome is required;

  7. entertainment and corporate hospitality that may create a sense of obligation, or comes with a direct or indirect suggestions, hint or expectation of special treatment or create a conflict of interest that would be perceived negatively;

  8. any entertainment activities and corporate hospitality activities that would be illegal or in breach of local or foreign bribery laws; and

  9. any entertainment and corporate hospitality that are sexually oriented and any entertainment at nightclubs.

 

4.6 Providing Entertainment and Corporate Hospitality

 

  1. When providing entertainment and corporate hospitality, proper care and good judgment must be taken to protect the Group’s reputation against any allegations of impropriety or the perception of bribery and corruption, in particular when the arrangements could influence or be perceived to influence the outcome of a business decision and are not reasonable and bona fide expenditures.

 

  1. Every director, employee and person acting on the Group’s behalf is required to strictly adhere to the following guideline:

 

  1. all entertainment or corporate hospitality shall be reported and written approval from management, Head of Division or Head of Department is obtained following the limit of authorities and the internal guidelines, all records of which are properly kept. Declaration Form for Providing Entertainment and Corporate Hospitality enclosed as Appendix C shall include information such as name of the Business Associate, the full name of its representatives and position, information on the entertainment or corporate hospitality provided, purpose and outcome of such entertainment; Employees shall complete the form and every requestor’s department shall keep a record of all original copies of the form together with supporting documents including but not limited to receipts in Entertainment and Corporate Hospitality Register (Declaration Form for Providing Entertainment and Corporate Hospitality) for audit purposes and make available for inspection. 

  2. the entertainment or corporate hospitality must not be too excessive, lavish, or frequent, taking into account the local culture and norms. Furthermore, the entertainment and corporate hospitality must commensurate with the recipient’s official capacity and not provided in his/her personal capacity;

  3. provision of the entertainment or corporate hospitality are done with good and legal intentions;

  4. not directly or indirectly provide or offer to provide entertainment and corporate hospitality with a view to cause undue influencer or in exchange for favours or advantages. Such acts are considered corruption.

  5. no personal bias or favouritism involved in the provision of entertainment or corporate hospitality. The entertainment or corporate hospitality must be justifiable and commensurate with the recipient’s position and status;

  6. all expenses incurred to provide the entertainment or corporate hospitality must be within the limits of your entitlement and is properly documented, receipted and recorded in the Group’s records;

  7. any entertainment activities or corporate hospitality activities that would involve public officials shall require the prior approval of the management;

  8. before providing entertainment or corporate hospitality to anyone, consider whether the reputation of the Group, yourself, or the recipient is likely to be damaged if news of the entertainment appeared on the front page of a newspaper. If this would embarrass either the Group or the recipient, do not proceed.

4.7 Receiving Entertainment and Corporate Hospitality

  1. The Group prohibits its director, employee and person acting on the Group’s behalf from soliciting entertainment and corporate hospitality that is excessive, frequent, inappropriate, illegal, or given in response to, in anticipation of, or to influence a favourable business decision or any other advantage.

  2. Nevertheless, the Group recognises that the occasional acceptance of an appropriate level of entertainment and corporate hospitality given in the normal course of business and conform to local cultures and norms is usually a legitimate contribution to building good business relationships. However, it is important for directors and employees to exercise proper care and judgement before accepting the entertainment or corporate hospitality.

  3. You should consider the following questions before accepting any entertainment and corporate hospitality from any third party:

 

  1. could my acceptance or offer lead to an obligation for the Group or imply an obligation?

  2. does this entertainment or corporate hospitality seem to be excessive or expensive in any way?

  3. am I likely to breach any applicable laws, rules, or ethics?

  4. are there any potential adverse reputational implications in the type of entertainment or corporate hospitality being accepted or given?

  5. would my colleagues be unhappy to see the Group being reported in the press in connection with this entertainment or corporate hospitality?

If the answer to any of these questions is yes, entertainment and corporate hospitality should not be accepted.

All Entertainment or Corporate Hospitality shall be reported and written approval from management, Head of Division or Head of Department is obtained following the limit of authorities and the internal guidelines, all records of which are properly kept. Declaration Form for Receiving Entertainment and Corporate Hospitality enclosed as Appendix C shall include information such as name of Business Associate, full name of its representatives and position, information on the entertainment or corporate hospitality received, purpose and outcome of such entertainment; Employees shall complete the form and every requestor’s department shall keep record of all original copies of the form together with supporting documents including but not limited to receipts in Entertainment and Corporate Hospitality Register (Declaration Form for Receiving Entertainment and Corporate Hospitality) for audit purposes and make available for inspection. 




5. FACILITATION PAYMENTS AND KICKBACKS 

5.1 Facilitation Payments

  1. “Facilitation Payment” is defined as a payment or other provision made to an individual in control of a process or decision to secure or expedite the performance of duties, for example payments to expedite the issuance of a visa, license, permit or approval, or clearing of goods through customs.

 

  1. The Group strictly prohibits receiving, requesting, giving, and promising of facilitation payments, either directly or indirectly, from any person whether for the benefit of the Group or the employees personally.

 

  1. If any person request or give facilitation payments to you, you should politely reject such facilitation payment. This prohibition will not cover official expediting payments pursuant to written regulations or guidelines, for which official receipt is issued and any person could subscribe to such expediting process. You are obliged to ask for an official receipt for any payment you have made. Only in the event an employee’s security is at stake, you are allowed to make such payments. You must immediately report the incident to your Head of Department and Legal and Compliance Department to record the details of the incident.



5.2 Kickbacks

  1. “Kickbacks” are typically defined as payments made in return for a business favour or advantage.

 

  1. The Group strictly prohibits its director, employee, and person acting on the Group’s behalf from engaging in any activity that might lead to, or suggest, that a kickback will be made on behalf of the Group.

 

6. DONATIONS, SPONSORSHIP, AND CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

 

6.1 The Group is committed to being a responsible member of the communities where it operates, and to supporting those in need which may include sponsoring various events, initiatives, and organisations.

6.2 As bribes can be concealed in the form of charitable, sponsorships or donations, all CSR, sponsorships, and donations shall be done in good faith and are not aimed to gain any business or other advantage in return, whether for the Group or self-enrich, that may be considered improper.

6.3 All CSR, sponsorships, and donations must  comply with the following:

  1. to ensure all CSR, sponsorships or donations are allowed by the local laws, and not made to improperly influence a business outcome or a person’s performance of duties or perceived to provide an improper advantage to the Group or yourself;

  2. to acquire all the necessary internal and external authorizations;

  3. all sponsorships and donations must be transparent and properly recorded in the Group’s books and records;

  4. shall not be used as a means to cover up an undue payment or bribery;

  5. must take proper processes and procedures, including without limitation proper background check or due diligence, to evaluate the legitimacy of an entity or a request for sponsorship or donation, before committing to or giving any funds. Any such processes and procedures taken shall be properly recorded and kept;

  6. must not be made to individuals or in cash; or be made at the request of a public official as an inducement to or reward for acting improperly;

  7. must not be made to parties engaging with the Group, during or after contract negotiations or significant events; 

  8. all CSR, sponsorships, and donations must be reasonable and made in accordance with the approval limits in the limits of authority (as set forth by the Group); and

  9. all CSR, sponsorships, and donations shall be reported and recorded in a Declaration Form for Providing/Receiving Donations, Sponsorships and CSR  enclosed as Appendix C; Employees shall complete the form and every requestor’s department shall keep record of all original copies of the form together with supporting documents including but not limited to receipts in Donations, Sponsorships and CSR (Declaration Form for Providing/Receiving Donations, Sponsorships and CSR) for audit purposes and make available for inspection.

 

7. PROCUREMENT

7.1 Procurement Process

  1. The Group is committed to applying the highest standard of ethics and integrity in all aspects of its procurement activities. Every director, employee and person acting on the Group’s behalf in procurement process shall comply with the Group’s various policies, in particular this ABAC Policy, the Code of Ethics and Conduct and other policies, guidelines and procedures related to this ABAC Policy.

 

  1. In discharging the duties in procurement process, every director, employee, and person acting on the Group’s behalf should follow the guidance below:

 

  1. shall avoid any actual or potential conflict of interest. Every director, employee and person acting on the Group’s behalf who is involved in the procurement process shall make necessary declaration of interest (in the form and format in compliance with the Group’s prescribed requirements) regularly or when there is a change in circumstances which warrant a declaration, if applicable;

  2. shall not use personal influence, positions, or anything of value to improperly get the job from the Group or enter into any undertaking with third party in which his or her family members and friends have an interest directly or indirectly;

  3. avoid accepting or providing any entertainment, corporate hospitality, or gifts during critical period, such as tender process or contract negotiation;

  4. must ensure that all procurement activities are in line with the procurement policies and procedures of the Group and this ABAC Policy. Ad hoc purchase requests will not be processed unless with valid and exceptional reasons endorsed by the management, Head of Division and/or Head of Department;

periodically monitor the Business Associate’s performance and business practices to ensure ongoing compliance with this ABAC Policy; and

  1. shall avoid dealing with any Business Associate known or reasonably suspected of corrupt practices or known or reasonably suspected to pay bribes. Exercise of good judgment and common sense in assessing the integrity and ethical business practices of the said Business Associates.

 

7.2 Due diligence

  1. Appropriate assessment shall be conducted by employees in the procurement process to understand the business and background of the prospective Business Associate prior to procurement process to ensure that they have acceptable standard of integrity in the conduct of their business, and they are free from any elements of bribery and corruption or conflict of interest.

 

  1. The scope and extent of the due diligence required will vary depending upon the circumstances of each proposed transaction and it should commensurate with the risks of bribery and corruption and the amount involved in that transaction. Employees shall keep proper record of the risk assessment and due diligence performed.

 

7.3 Selection of Business Associates

  1. Every director, employee and person acting on the Group’s behalf in procurement process must treat all of the prospective Business Associate fairly and equally. In deciding the procurement award, the decision must be based on approved objective criteria and not to be influenced by personal bias or favouritism.

 

  1. Approval for procurement must be in accordance with the limit of authority and the guidelines for procurement as stated in the Group’s purchasing standard operating procedures. If the procurement is of substantial amount, a committee must be formed to make such decision collectively. In cases where awarding of the procurement to a particular Business Associate which are not solely based on the standard criteria, the reasons for such decision must be properly documented and kept.

 

  1. Any director, employee and person acting on the Group’s behalf in procurement process must not enter into any business dealings with any third party reasonably suspected of engaging in bribery and corruption or any improper business practices unless those suspicions are investigated and resolved.

 

  1. The Business Associate receiving the procurement award must be made aware of and agree to act in accordance with this ABAC Policy and the Code of Ethics and Conduct of the Group. Contracts with major contractors and suppliers should incorporate provisions where the Group is given the right to terminate the contract in the event the Business Associate pay bribes or act in a manner which is inconsistent with this ABAC Policy.

 

7.4 Verification Process

Verification process shall be conducted to ensure all works, services, deliveries, and supplies are provided according to the approved procurement requests. Regular review or evaluation should be done on the quality and the pricing of work done, services or goods.

 

8. DEALINGS WITH PUBLIC OFFICIALS 

 

  1. A “Public Official” is defined as a person who works for or on behalf of any government, a government-controlled entity, a government related entity, a public body, or a public international organisation. 

 

  1. Most countries in the world have made it an offence to bribe their own government officials, many have also made it an offence to bribe a foreign government official. As such, any director, employee, and person acting on the Group’s behalf must exercise extra caution and be more vigilant when dealing with Public Officials.

 

  1. It is against this ABAC Policy to bribe any Public Officials anywhere in the world, whether or not such activities are considered illegal under the legislation in any country in which business is transacted.

 

  1. You must obtain written approval from the Chief Executive Officer before offering any gift, entertainment, CSR, donation, sponsorship or corporate hospitability to Public Officials or their family members. The gift, entertainment or corporate hospitality must not be frequent, absurd, excessive, and lavish, subject always to compliance with the local legislations and rules and must be commensurate with the official designation of the Public Official and not in his or her personal capacity and shall be subject to policies on gifts, entertainment and corporate hospitability.

 

  1. All director, employee, and person acting on the Group’s behalf must act professionally and ethically and ensure that any offering of gift, entertainment or corporate hospitability to public officials or their family members is properly recorded in the relevant registry and such dealings are fully transparent, properly documented, and accounted for. 

 

  1. The director, employee, and person acting on the Group’s behalf must:

  1. never attempt to circumvent any laws or the Group’s policies; and

  2. never conceal, alter, destroy, or otherwise modify any documentation relating to gift, entertainment or corporate hospitality offered to any Public Officials or their family members.

 

9. POLITICAL CONTRIBUTION

 

  1. The Group does not make or offer any political contributions, in-cash or in-kind, to any political parties, politicians, elected officials, or candidates for political office.

  2. No director, employee, and person acting on the Group’s behalf shall make any political contribution on behalf of the Group or use the Group’s resources for the same purpose or use their position with the Group to try to influence other person to make political contributions.

 

10. MONEY LAUNDERING

 

  1. “Money laundering” is defined as the process by which persons or groups try to conceal the proceeds of illegal activities or try to make the sources of their illegal funds look legitimate. 

 

  1. The Group objects to practices related to money laundering. In order to avoid violating anti-money laundering laws, employees are expected to conduct due diligence before entering into any business arrangement with any third party, if in doubt. Employees should conduct due diligence on the identity, background, and business of such third party and beneficial owners (if any) of such business arrangement, and determine the origin and destination of money, property, and services. Employees should keep proper records of the due diligence done, the business correspondence and documents relating to the business arrangement. 

 

  1. If there are any suspicious behaviours or activities, the employees should report it to their respective Head of Department or Chief Operating Officer, who in return to onwards report it to the authorities via proper reporting channels.

 

11. PROCEDURES FOR PREVENTING BRIBERY AND CORRUPTION

 

  1. This ABAC Policy lays out the Group’s general position, principles, procedures and guidelines in combating bribery and corruption. This ABAC Policy is not intended to be exhaustive and should be read together with the Group’s various policies and guidelines.

 

  1. Each executive management, division or business unit is responsible for implementing a proportionate response, including but not limited to:

 

  1. applying appropriate due diligence procedures and taking a risk based approach to ensure compliance with all applicable laws and regulations related to anti-bribery and corruption. All directors, employees, and persons acting on the Group’s behalf must exercise good judgment and due diligence with the paramount aim of avoiding all forms of bribery and corruption;

  2. Risk assessment is to be conducted annually on operating companies to assess key compliance risks including the risks of bribery and corruption, and to determine the effectiveness of the Group’s corruption risk controls;

  3. Training and communication of policies that is comprehensive and ongoing;

  4. Established procedures to prevent and detect bribery and corruption. All operating companies may establish more stringent practices, and all employees must follow the standard operating procedures set;

  5. Employees must ensure that all expense claims relating to entertainment, gifts or expenses incurred are submitted in accordance with the Group’s expense policy and specifically record the reason for the expenditure;

  6. All accounts, invoices, and other similar documents and records relating to dealings with third parties should be prepared and maintained with strict accuracy and completeness. No accounts must be kept “off-book” to facilitate or conceal improper payments;

  7. Employees has to ensure contractual arrangements with third parties in high risk areas and other associated persons, shall include requirements for compliance with all applicable laws and regulations related to anti- bribery and corruption;

  8. Procedures to monitor and review processes including the investigation, response and reporting of violations, incidents and other control weaknesses as well as implementing areas for improvement; and

  9. Registers of Gifts, Entertainment and Corporate Hospitality offered to directors, employees, and any person acting on the Group’s behalf (whether accepted or not) shall be kept locally. This is to ensure transparency and local responsibility and oversight. Each local register shall have a nominated person who is responsible for it.

 

12. COMPLIANCE WITH THE ANTI-BRIBERY AND ANTI-CORRUPTION LAWS, RULES & REGULATIONS

12.1 The Malaysian Anti-Corruption Commission in its official portal (www.sprm.gov.my) describes “corruption” as an act of giving or receiving of any gratification or reward in the form of cash or in-kind of high value for performing a task in relation to his/her job function or activity. 

12.2 With reference to the directors or employees of the Group, any non-compliance to this ABAC Policy may result in disciplinary action, up to and including dismissal in appropriate circumstances. With respect to external parties, non-compliance to this ABAC Policy may lead to penalties, including but not limited to termination of contract and/or further legal action to be taken by the Group against them.

12.3 The Group reserves the right to report any actions or activities suspected of being criminal in nature to the police or other relevant authorities.

  1.  Please take note that under Section 24 of the Act, any person who is found guilty of   corruption may be subjected to imprisonment up to 20 years and a fine of at least 5 times the sum or value of the gratification or RM10,000.00, whichever is higher.

 

  1. Section 17A of the Act also provides that a Group may be held liable if its employees   or person who performs services for or on behalf of the Group corruptly provides gratification to any person in return for any advantage and may be subject to a fine of at least 10 times the sum or value of the gratification or RM1,000,000.00, whichever is higher, or imprisonment up to 20 years, or both. 

 

  1. A director or senior management of a Group may also be deemed to have committed an offence where an offence has been committed by a Group under Section 17A of the Act.

 

13.    WHISTLEBLOWING CHANNEL

 

  1. If you suspect, or reasonably believe that this Policy has been, or is being breached, you have an obligation to report your concerns to Chief Operation Officer or the Whistleblowing Committee and where applicable, you may report such concerns using the reporting channels under the Whistleblowing Policy.

 

  1. Any party (including external party) who has concern about possible violation of this ABAC Policy or who encounter actual violations of this ABAC Policy, is encouraged to whistleblow or report the concerns following the Group’s whistleblowing channels as follows:-

 

Whistleblowing e-Form via www.subplace.com

Email to whistleblowing@subplace.com

 

  1. 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 this ABAC Policy. All concerns reported will be taken seriously, treated in a confidential manner, and investigated immediately. Your anonymity will be protected unless the disclosure is required by law pursuant to an investigation or legislation, but you may be required to provide a statement as supporting evidence to any investigation. Any retaliation directed against anyone making such a report will not be tolerated.

 

  1. All reports shall be made in good faith and the report must be legitimate. Anyone who makes any malicious, scandalous or vexatious report, and particularly if they persist with such untrue allegations, they will be subject to Group’s disciplinary action. 

 

  1. If you have any queries or concerns about whether an act might constitute bribery or corruption, please contact the Legal and Compliance Department. 

 

14. BREACHES AND REPORTING OF VIOLATIONS OF THE ABAC POLICY

  1.  All directors, employees and/or third parties acting on behalf of the Group shall comply with all applicable laws and the policies and procedures of the Group.

 

  1.  Breach of any laws including, but not limited to, the Malaysian Anti-Corruption Commission Act 2019, Penal Code and Anti-Money Laundering Act 2001 could also subject the individual who committed the violation to civil or criminal penalties, including imprisonment or fine or both under the respective Acts. 

 

Under Section 17A of the Malaysian Anti-Corruption Commission Act 2019, the Directors of the Group may also be subject to criminal penalties, including imprisonment or fine, or both if employees and/or third parties acting on behalf of the Group (or anyone or more of the foregoing) committees’ bribery or is engaged in corrupt practices. 

 

15. SYSTEMATIC REVIEW, MONITORING, AND ENFORCEMENT

  1. The Legal and Compliance Department will monitor the effectiveness and review the implementation of this ABAC Policy in the respective countries. 

 

  1. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption. 

 

  1. This ABAC Policy will be reviewed periodically, at least once every 3 years, by the Group and may be amended and or/ revised from time to time to ensure its adequacy in implementation and enforcements. All director, employee, and person acting on the Group’s behalf will be notified of any material revisions to this ABAC Policy.