FEDERATION OF PUBLIC LISTED COMPANIES BHD (FPLC) ANTI-BRIBERY AND ANTI-CORRUPTION POLICY
1. POLICY STATEMENT
Federation of Public Listed Companies Bhd (FPLC) adopts a zero-tolerance policy against all forms of bribery and corruption conduct. FPLC upholds the highest standards of professional integrity and ethical conduct required of every FPLC partner, officer, employee and third parties who perform services for or on behalf of FPLC.
FPLC and all the employees are committed to compliance with the Malaysian Anti-Corruption (MACC) Act 2009 (“MACC Act”), subsequent amendments to the Act and all guidelines issued by relevant authorities pertaining to the same and to implement adequate procedures effectively to comply with the provisions of Section 17A of the amended Malaysian Anti-Corruption Commission Act 2009 (MACC Act 2009), where deemed relevant.
This Policy aims to ensure that Employees, associates, directors of the organisation, and third parties who deal with FPLC are aware of their obligations to disclose any corruptions, briberies, conflicts of interest or similar unethical acts that they may have and are expected to observe this Policy and uphold the highest standards of ethical conduct, integrity and accountability in the day-to-day course of doing business.
Failure to comply with this Policy may lead to Employees being subject to disciplinary action including dismissal, fines and imprisonment, and third parties may cease to be a business partner and/or stakeholder, and the company may face damage to reputation, financial loss and other adverse consequences.
2. OBJECTIVE OF THE POLICY
This policy is to provide guidance for all employees, associates and directors of FPLC, and third parties who deal with FPLC, on how to deal with acts concerning bribery and corruption.
3. SCOPE OF THE POLICY
This policy is not intended to be exhaustive or provide definitive answers to all questions concerning bribery and corruption. This Policy sets out the minimum standards to which all Employees of FPLC must adhere to at all times.
Although this Policy is specifically written for the Employees of FPLC, FPLC expects that all parties engaged by FPLC or performing work or services for or on behalf of FPLC will comply with it when performing such work or services. Employees and such other parties engaged by FPLC or performing work or services for or on behalf of FPLC shall be known as “Associated Persons”.
4. KEY REQUIREMENTS OF MACC ACT
The main offences under the MACC Act are:
Soliciting or receiving gratification
• any person who solicits or receives or agree to receive (for himself or for any other person) or gives, promises or offers to any person any gratification as an inducement to or a reward for any person doing or forbearing to do anything;
• any person accepts or obtains, or agrees to the same, any gratification as an inducement or reward for doing or forbearing to do, any act in relation to his principal’s affairs or business, or for showing or forbearing to show favour or disfavour to any person in relation to his principal’s affairs or business commits an offence;
Offering or giving gratification
• any person who gives or agrees to give or offers any gratification to any agent as inducement or reward for doing or forbearing to do, or for having done or forbone to do the same in relation to his principal’s affairs or business, or for showing or forbearing to show favour or disfavour to any person in relation to his principal’s affairs or business;
Intending to deceive
• Any person who gives to an agent, or being an agent he uses with intent to deceive his principal, any receipt, account or other document in respect of which the principal is interested, and which he has reason to believe contains any statement which is false or erroneous or defective in any material particular, and is intended to mislead the principal;
• Using office or position for gratification (abuse of position);
Failing to report when offered bribery
• Any person to whom any gratification is given, promised or offered in contravention of MACC 2009 shall report the same.
Upon section 17A of the MACC Act coming into effect, a commercial organization commits an offence if a person associated to the commercial organization corruptly gives, agrees to give, promises or offers to any person any gratification whether for the benefit of that person or another person with intent;
• to obtain or retain business for the commercial organization; or
• to obtain or retain an advantage in the conduct of business for the commercial organization.
Where an offence is committed by a commercial organization, a person-
• who is its director, controller, officer or partner; or
• who is concerned in the management of its affairs,
at the time of the commission of the offence, is deemed to have committed that offence unless the person proves that the offence was committed without his consent or connivance and that he exercised due diligence to prevent the commission of the offence as he ought to have exercised, having regard to the nature of his function in that capacity and to the circumstances.
Section 17A (6) defines a person associated as a director, partner, an employee or a person who performs services for or on behalf of the commercial organization.
In relation to anti-bribery and corruption, FPLC requires all Associated persons to:
Act lawfully, ethically and in the public interest;
Prohibit bribery and corruption; and
Not tolerate illegal or unethical behavior by third parties including public officials.
5. FPLC POLICY
FPLC requires employees, associates, directors and third parties, who do business with FPLC to abide by this Policy to avoid conflict of interest in business dealings between FPLC and external parties.
a) Anti-bribery and Corruption
All Associated Persons are not permitted to pay, offer, accept or receive a bribe in any form. Associated Persons are strictly NOT allowed to:-
• Offer, pay or give anything of value to any parties in order to obtain business or anything of benefit to FPLC.
• Act illegally including bribes, blackmail, inducements, secret commissions, other rewards and similar improper actions.
• Attempt to induce any parties to do something illegal, unethical and permit any parties to violate the rules.
• Give some advantage inconsistent with law and wrongful or unlawful use of official position to procure some benefit or personal gain.
• Corruptly give, promise or offer to any person gratification with the intent to secure business or an advantage for FPLC.
• Offer, give, receive or solicit, directly or indirectly, anything of value to influence improperly the actions of another party.
b) Conflicts of Interest
Conflicts of interest occurs when an individual or organization is involved in multiple interests, one of which could possibly corrupt, or be perceived to
corrupt, the motivation for an act in another. A conflict of interest may be actual, potential or perceived and may be financial or non-financial.
It is the responsibility of FPLC and all Associated Persons, that any ethical, legal, financial or other conflicts of interest be avoided and that any such
conflicts (where they do arise) do not conflict with the obligations to FPLC. FPLC requires all Associated Persons to:
• Avoid any situation or activity that compromises, or may compromise, their judgement or ability to act in the best interest of FPLC.
• Avoid being in a position where their personal interests are in conflict (or could be in conflict) with the interests or business of FPLC.
• Avoid engaging in activities that will bring direct or indirect profit, commercial or business advantages to the FPLC’s competitor.
• Avoid acting in ways that may compromise FPLC’s legality.
• Identify and disclose any conflicts of interest.
• Carefully manage any conflicts of interest.
Generally, FPLC adopts a “No Gift Policy”, subject only to narrow
exceptions. Gifts should only be provided and received where they are appropriate, consistent with reasonable business practice, and would not be perceived to have any improper influence on the recipient.
Corporate gift bearing the company name and logo that are received by FPLC
employees, associates, directors or being given out to members of the public or key stakeholders attending events such as seminars, conference and et cetera are acceptable. Associated Persons and their family members are prohibited from directly or indirectly receiving/providing/soliciting gifts, entertainment, sponsorship or hospitality from third party who have dealings with FPLC. Any gift must be unsolicited and not affect, or be perceived to be affecting, business judgment. Cash, loans, kickbacks or the equivalent advantages are absolutely prohibited.
Hospitality (meals and entertainment)
Hospitality must be unsolicited and not affect business judgment.
Meals and entertainment should only be offered to FPLC representative and received in conjunction with legitimate business meetings, conferences or events hosted, supported or sponsored by FPLC. FPLC’s hospitality cannot occur where spouses or other guests of the invitee are involved. All giving of Gifts, Hospitality and Sponsorship must get written approval from the CEO. All receipt of Gifts, Hospitality and Sponsorship must be put on record as soon as practically possible.
In addition, when giving and/or receipt of Gifts, Hospitality, sponsored Travel or any other benefit directly or indirectly to or by the Associated Persons, the Associated Persons must make sure that it:
• is aimed at nothing more than general relationship building;
• could not be perceived as an attempt to gain influence in respect of any particular matter;
• is lawful in the country in which is made.
d) Donations and Sponsorships, including Political Donations
Associated Persons may only make or receive a charitable donation provided it has been subject to due diligence and management approvals and is appropriate in all the circumstances. No political donations or payments may be made.
Donations can only be made if:
• they are made in accordance with all legal requirements.
• they are not made to secure any improper business or other advantage.
• they do not create the appearance of impropriety or a violation of any local country legal requirements.
e) "Facilitation payments” of any kind are strongly prohibited in FPLC.
“Facilitation Payments” are defined as payments made to secure or expedite the performance of a person performing a routine or administrative duty or function. “Kickbacks” are typically payments made in return for business favour or advantage. Third parties who have dealings with FPLC must avoid any activity that might lead to a facilitation payment or kickback being made accepted.
Any request for a facilitation payment MUST be refused and the matter MUST be reported immediately to FPLC . All employees, associates and directors are reminded that offering and/ or receiving “facilitation payments” / “kickbacks” are deemed as major misconduct.
Basic Rules on Gifts and Hospitality Expenses:
6. HELP/ REPORTING CHANNEL
To encourage openness and transparency and in order to facilitate the reporting of potential or suspected violations of FPLC Policy or applicable laws, regulations or professional standards, including those relating to anti-bribery and corruption, FPLC has established an accessible and trusted whistleblowing channel, to raise concerns in relation to real or suspected corruption incidents or inadequacies.
FPLC will not permit retaliation of any kind against any Associated Person for making good faith reports about actual or suspected violation of this Policy.
Proper investigation will be taken in place followed by appropriate action taken (if any).
The matters which may be reported under the whistleblowing channel include (but are not limited to):
• concerns about bribery and corruption.
• concerns about any other criminal activity or failure to comply with legal obligations.
• concerns about any conduct likely to damage FPLC’ reputation.
• concerns about possible money laundering or sanctions breaches.
• the deliberate concealment of any of the above matters.
Note: Failure to comply with this Policy may lead to employees being subject to disciplinary action, up to and including dismissal.
Any report made in accordance with Section 13.2 of the MACC Act 2009 will be treated with utmost confidentiality.
No employee, or associate acting in good faith, will suffer adverse consequences to his employment or retaliation for reporting or for refusing to engage in prohibited conduct, even if such refusal results in loss of business opportunities to FPLC.
If you believe that you have suffered any detrimental treatment as a result of refusing to take part in bribery, or because of reporting concerns under this Policy in good faith, you should raise the matter by following the procedures set out in the Whistle-blower Policy that is made available via www.fplc.com.my.
7. TRAINING AND COMMUNICATIONS
FPLC has conducted several training programmes on anticorruption compliance to educate on the requirements and obligations of anti-bribery and corruption laws and this Policy. For successful compliance of this policy, FPLC’s management will continue in its effort to communicate, train and educate all employees and associates. Records pertaining to training, education and communication programmes are maintained by FPLC for reference.
8. RECORD KEEPING
The Company and the respective business units will keep financial records and have appropriate internal controls in place which will evidence the business reasons for making payments to, and receiving payments from, any person.
Employees, associates and directors must ensure that all expense claims relating to hospitality, gifts or expenses incurred are submitted in accordance with the Company’s applicable policy and specifically record the reason for such expenditure. Employees shall further ensure that all expense claims shall comply with the terms and conditions of this policy. All accounts, invoices, contracts and other documents and records relating to such dealings shall be prepared and maintained with strict accuracy and completeness.
All employees, associates and directors are reminded that no records shall ever be kept “off-book” to facilitate or conceal improper payments. All record keeping and document management systems shall be fully in-line with the respective FPLC’s operating policies.
9. INDEPENDENT AUDIT
FPLC shall where necessary commissions an independent audit on the Policy and applicable procedures and will update this Policy pursuant to the findings.
10. POLICY REVIEW
The Management reserves the right to amend, modify, suspend or terminate this policy at any time, with or without notice.