Anti-Bribery and Anti-Corruption Policy

ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

1.0     Introduction

The Board of Directors of FCW Holdings Berhad and its subsidiary companies (collectively referred to as “the Group”) is committed to conducting its business professionally, ethically and with the highest standard of integrity. The Group adopts a zero-tolerance approach towards bribery and corruption of any form and abides by all applicable laws in relation thereto.

2.0     Definition of Bribery and Corruption

Bribery and corruption refer to the offering, promising, giving, accepting or soliciting of an undue advantage or gratification as an inducement or reward for a person acting or refraining from acting in relation to the performance of the person’s duties, which are deemed to be illegal, unethical or otherwise a breach of trust.

Forms of bribery include but are not limited to kickbacks, inflated commissions, expensive gifts, excessive or inappropriate entertainment. Corrupt practices include extortion, collusion, breach of trust, abuse of power, trading under influence, embezzlement, fraud or money laundering.

3.0     Objective

The objective of this Anti-Bribery and Anti-Corruption (“ABAC”) Policy is to provide the information and guidance on the recognition and handling of issues relating to bribery and/or corruption.

Such situations set out below in this regard are not intended to be exhaustive and may therefore be extended to cover other situations as and when any changes in law or circumstances may dictate.

4.0     Scope

This ABAC Policy is applicable to all directors and employees of the Group (collectively referred to as “Personnel“). It is also expected that all Third Parties such as contractors, sub-contractors, consultants, agents, vendors, tenants, intermediaries, representatives and other persons or entities performing work or services for or on behalf of the Group (“Third Parties“) comply with the relevant parts of this ABAC Policy in the performance of such work or services.

The term “public officials” when used in this ABAC Policy shall mean official(s) of any governments, government agencies or any regulatory, statutory or administrative bodies, whether local or foreign. This includes elected and appointed officers or employees of national, municipal or local governments (including individuals holding legislative, administrative and judicial positions), officials of political parties and candidates for political offices, employees of government or state-controlled companies and government-linked companies.

In the event of any conflict between the provisions herein and any applicable anti-bribery and/or anti-corruption related law(s), the applicable law(s) shall prevail and all Personnel and Third Parties shall comply with the applicable law(s).

5.0     Guidance on Common Forms of Bribery and Corruption

5.1     Gifts

All personnel are prohibited from receiving and/or offering any gift(s) of cash or cash equivalent, including but not limited to gift certificates, vouchers, coupons, discounts, commission, credit card charges payment, shares and loans, whether directly or indirectly, to obtain a business or business advantage of any kind:

  • provided or received with a direct or indirect suggestion, hint, understanding or implication that some expected or desirable outcome is required;
  • involving parties during a tender or competitive bidding exercise;
  • that would be illegal or in breach of applicable laws; and
  • deemed lavish and/or excessive or may adversely tarnish the reputation of the Group.

If there is any doubt about the acceptability of the receiving and/or offering of the gift(s), it/they must be rejected.

Corporate gifts, festive or ceremonial gifts may be received from or given to Third Parties provided the conditions as stipulated below are complied with, where applicable:

(a)     the gift(s) is are offered or received as an act of appreciation or common courtesy (example. associated with festive seasons or other ceremonial occasions);

(b)     there shall not be any expectation of any favour or improper advantage from the receiver of the gift(s) and which may cause or induce the receiver to improperly or illegally influence any business action or inaction or otherwise be perceived by others as improper influence;

(c)     the gift(s) shall be of reasonable value commensurate with the occasion and given or received in accordance with general business practice; and

(d)     the receiving and offering of the gift(s) is lawful and complies with the applicable laws in the countries where both the offeror and recipient of the gift(s) are deemed from.

5.2     Hospitality and/or Entertainment

Hospitality means food and beverages consumed during a business meal, travel expenses (airfare, accommodations, taxi or car fare) or corporate related events or activities organised by the Group, which may involve entertainment of employees and/or other parties for the benefit of the Group. Entertainment includes tickets or admissions to sporting or cultural events (whether as a spectator or participant).

The Group prohibits the receiving and/or offering of hospitality and/or entertainment in the following situations:

  • which is/are provided or received with a view to improperly cause undue influence on any party in exchange for some future benefit or result;
  • which is/are provided or received with a direct or indirect suggestion, hint, understanding or implication that some expected or desirable outcome is required;
  • which is/are provided or received involving parties engaged in an on-going tender or competitive bidding exercise;
  • where the provision or receipt of such hospitality and/or entertainment would be deemed illegal or in breach of any applicable laws;
  • which is/are deemed to be of a sexually offensive nature; and
  • which is/are perceived as lavish or excessive or may adversely tarnish the reputation of the Group.

In the formulation of the ABAC Policy herein, the Group recognises that the provision of hospitality through corporate events, sport events or other public events and the occasional receiving of appropriate and reasonable entertainment provided by Third Parties in the normal course of business may be a generally accepted way to network and build business relationships.

All Personnel are nevertheless reminded to exercise due care and judgement when receiving and/or offering hospitality and/or entertainment as guided by the principles as laid down under Section 5.2.

The Policy provisions herein laid have to be observed even more rigorously by all Personnel when providing hospitality and/or entertainment to public officials.

5.3     Donations and/or Contributions

Donations and/or contributions for charitable, social welfare, educational and other deserving causes are acceptable, provided they are genuinely made in support of their stated objectives which the Personnel involved have no reasonable cause to believe otherwise.

Subject always to the laws governing political contributions, the Group may make such contributions to any political party or parties and/or its/their candidates. In all such cases, they have to be approved by the Chairman of the Board and the Managing Director.

5.4     Facilitation Payment and/or Extortion Payment

The Group prohibits the acceptance or the giving, whether directly or indirectly, of any facilitation and/or extortion payments.

Facilitation payments are a form of payment made personally to an individual or group in control of a process or decision to secure or expedite the performance of a routine or administrative duty or function (e.g. influencing the timing of process or issuing of permits).

Facilitation or any form of extortion demands involving gratification, which is/are accompanied by the threat of injury, loss of life or liberty or damage to property if such demands are not met, must be reported to the Chairman of the Board and the Managing Director who would then make the decision on any action to be taken thereon.

6.0     Third Parties

The Group shall endeavour to inform, where necessary, Third Parties of the contents of this Policy and ensure that all arrangements including but not limited to rights, obligations, responsibilities and liabilities of the respective parties shall be spelled out expressly in clear contractual terms, including the compliance of the Policy provisions herein and/or any other minimally acceptable standards and provisions on issues relating to bribery and corruption.

7.0     Whistleblowing

The details can be referred in the Group’s Whistleblowing Policy.

8.0     Record Keeping

The Group shall ensure the maintenance of such accurate and complete records (accounts, invoices, and documents) as are necessary to serve as evidence that all payments or receipts which are subject to the ABAC Policy have made bona fide and in accordance with the provisions set herein.

9.0     Violation and Investigation

The Group views any conduct not in compliance with and/or deemed to be in violation of this ABAC Policy seriously and will take all necessary action, disciplinary or otherwise, against all Personnel found to be involved in such conduct.

The process will be co-ordinated and investigated by Group’s Internal Audit Function and shall be reported to the Audit Committee.

10.0   Monitoring and Review

Regular reviews to the ABAC Policy will be conducted from time to time by the Group’s Board of Directors to ensure that the policy remains relevant and appropriate in line with any changes in law or circumstances affecting the Group’s operations.

Periodical audits by the Group’s Internal Audit Function shall be conducted to monitor, review, improve and assess the effectiveness of ongoing anti-bribery and anti-corruption efforts. The results of the audits shall be reported to the Audit Committee.