Anti-Bribery and Anti-Corruption Policy

ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

 

1.0    Introduction

 

This Anti-Bribery and Anti-Corruption (“ABAC”) Policy is prepared with reference of the Guidelines on Adequate Procedures pursuant to Subsection (5) of Section 17A under the Malaysia Anti-Corruption Commission Act, 2009.

 

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   Objective

 

The objective of this Anti-Bribery and Anti-Corruption (“ABAC”) Policy is to ensure that the Group has established the necessary safeguards which should prevent any conduct of bribery or corruption from happening and to provide the information and guidance on the recognition and handling of issues relating to bribery and/or corruption.

 

This Anti-Bribery and Anti-Corruption (“ABAC”) Policy is developed to: –

 

  • Set out the responsibilities of the Group, and of those working for the Group, in observing and upholding the position against corruption and bribery; and

 

  • Provide information and guidance to those working for the Group on how to recognise and deal with corruption and bribery issues.

 

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.

 

3.0   Scope

 

This ABAC Policy is applicable to all directors and employees of the Group (collectively referred to as “Personnel“). This includes all Personnel working at all levels and ranks, including Company directors, chief executive officer, managers, and employees of the Company.

 

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. and the arrangements with them shall be subject to clear contractual terms, including specific provisions requiring them to comply with minimum standards and provisions relating to bribery and corruption.

 

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).

 

4.0   Anti-Bribery and Anti-Corruption Policy

 

4.1      Bribery and Corruption in all its forms as it relates to the activities of the Group is strictly prohibited.

 

4.2     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.

 

4.3     No Personnel or Third Parties of the Group will suffer demotion, penalty or other adverse consequences in retaliation for refusing to pay or receive bribes or participate in other illicit behaviour.

 

4.4     The Group is also committed to conducting due diligence checks on prospective personnel, particularly if it relates to appointments to positions where a more than minor bribery or corruption risk has been identified.

 

 

5.0   Guidance on Common Forms of Bribery and Corruption

 

5.1    Gifts

 

All personnel are prohibited from receiving and/or offering the following:

 

  1. 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;

 

  1. Any gifts provided or received with a direct or indirect suggestion, hint, understanding or implication that some expected or desirable outcome is required;

 

  1. Any gifts involving parties during a tender or competitive bidding exercise;

 

  1. Any gifts that would be illegal or in breach of applicable laws; and

 

  1. Any gifts deemed lavish and/or excessive or may adversely tarnish the reputation of the Group.

 

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)     made for the right reason – 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)     no expectation / obligation – 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)     reasonable value – the gift(s) shall be of reasonable value commensurate with the occasion and given or received in accordance with general business practice; and

 

(d)     legal – the receiving and offering of the gift(s) is lawful and complies with the applicable customs and 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:

 

  • Any hospitality and/ or entertainment 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;

 

  • Any hospitality and/ or entertainment which is/are provided or received with a direct or indirect suggestion, hint, understanding or implication that some expected or desirable outcome is required;

 

  • Any hospitality and/ or entertainment 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;

 

  • Any hospitality and/ or entertainment which is/are deemed to be of a sexually offensive nature; and

 

  • Any hospitality and/ or entertainment provided or received 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 Sponsorships

 

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.

 

All Personnel must ensure that all Donations & Sponsorship are made through legal and proper channels, by way of proper due diligence or background checks made to ensure that they are licensed and legitimate organizations which are legally permitted to accept public donations and sponsorships.

 

Prior approval in making any Donations and Sponsorships on behalf of the Group shall be obtained and recorded accurately and made transparently. For avoidance of doubt, the authority limits for all donations and sponsorships shall be: –

  • Up to RM 1,000: Executive Director.
  • Above RM 1,000: Chairman of the Board

 

5.4     Political Contributions

 

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.

 

5.5   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). Extortion payment is the demanding of a gratification, whether or not coupled with a threat if the demand is refused.

 

There may be situations where the Personnel has no alternative but to make facilitation payments in order to protect themselves from injury, loss of life or liberty or damage to property. In such situations, this must be reported to the Chairman or the Executive Members of the Board.

 

6.0   Record Keeping

 

The Group must ensure that accurate and complete records (accounts, invoices, and documents) are maintained for all payments as these would serve as evidence that such payments were bona fide, and not linked to corrupt and/ or unethical conduct.

 

All Personnel must declare any gifts with monetary value exceeding RM1,000 received or offered for recording in a Gifts Register maintained at the respective Division / Department / Unit which will be subjected to internal audit review. The Gifts Register shall include such details as date; receiver’s or offerer’s name; description of the gift and purpose for giving or receiving the gift.

 

7.0   Whistleblowing

 

All Personnel and Third Parties has a responsibility to ensure that any actual or suspected incidents of Bribery and Corruption are immediately reported. Reporting of violation procedures can be referred to the Group’s Whistle Blowing Policy.

 

Reports made in good faith shall be addressed in a timely manner and without incurring fear of reprisal regardless of the outcome of any investigation.

 

8.0   Violation and Investigation

 

Any conduct which is non-compliant or in violation of this ABAC Policy and/or applicable laws will be taken seriously and will be subject to strict disciplinary actions and/ or legal proceedings. The Group reserves its right to terminate the employment with such Personnel in the event such Personnel is found to have committed an act of breach of this Policy.

 

For Third Parties, non-compliance may lead to penalties including termination of contracts and business dealings. Further legal action may also be taken in the event that the Group’s interests have been harmed as a result of non-compliance.

 

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

 

9.0     Monitoring and Review

 

This ABAC Policy is to be reviewed regularly by the Company’s Board of Directors, at least once every three (3) years, to ensure that the policy remains relevant and appropriate or as necessary when there is a change in law or circumstances in which the Group is operating in.

 

10.0   Awareness and Declarations

 

All Personnel are required to confirm in writing that they have read, understood and will abide this ABAC Policy at all times. A copy of the signed declaration shall be documented and retained by Human Resource Department.