Anti-Corruption Policy & Procedures

Emico Holdings Berhad

1) Title
Anti-Corruption Policy and Procedures (hereinafter referred to as “Policy”).

2) Policy Statement and Purpose

2.1 Emico Holdings Berhad and its subsidiaries (“EMICO”) is committed to the highest standard of integrity and maintaining high standard of accountability in the conduct of its businesses and operations. The management’s commitment towards acting honestly and ethically is supported by our core value on integrity whereby emphasis is to promote a culture of integrity.

2.2 The purpose of this Policy is to:
a) set out the responsibilities of EMICO, and of those working for EMICO, in observing and upholding EMICO’s position on corruption; and
b) provide information and guidance to those working for EMICO on how to recognise and deal with corruption issues.

2.3 This Policy supplements the Code of Ethics & Conduct.
2.4 The Policy is approved by the Board of Directors and effective as of 26th June 2020.

3) Our Principles

3.1 We conduct all of our business in an honest and ethical manner. EMICO take a zero-tolerance approach to corruption and are committed to acting professionally, fairly and with integrity in all our relationships and business dealings wherever we operate and to implement and enforce effective system to counter corruption.

3.2 We will uphold all laws relevant to countering corruption and remain bound by the laws of Malaysia.

3.3 Any commercial organisation who commits an offence under Section 17A (1) of the Malaysian Anti-Corruption Commission (Amendment) Act 2018 shall on conviction be liable to a fine of not less than ten times the sum or value of the corruption which is the subject matter of the offence, where such corruption is capable of being valued or is of pecuniary nature, or one million ringgit, whichever is the higher, or to imprisonment for a term not exceeding twenty years or to both.

3.4 To address these risks we have taken the following steps:-

3.4.1 implement an anti-corruption policy and procedures; 

3.4.2 perform regular corruption risk assessment on our operations and review findings; 

3.4.3 take steps to implement training programmes for all individual operating in areas of the organisation that are identified as high risk; and 

3.4.4 regular review and update to this Policy.

4) Definitions

Bribery & Corruption

“Bribery & Corruption” means any action which would be considered as an offence of giving or receiving ‘gratification’ under the Malaysian Anti-Corruption Commission (“MACC”) Act 2009. In practice, this means offering, giving, receiving or soliciting something of value in an attempt to illicitly influence the decisions or actions of a person who is in a position of trust within an organisation.

Bribery may be ‘outbound’, where someone acting on behalf of EMICO attempts to influence the actions of someone external, such as a Government official or client decision-maker. It may also be ‘inbound’, where an external party is attempting to influence someone within EMICO such as a senior decision-maker or someone with access to confidential information.

Gratification

“Gratification” is defined in the MACC Act 2009 to mean the following:

(a) money, donation, gift, loan, fee, reward, valuable security, property or interest in property being property of any description whether movable or immovable, financial benefit, or any other similar advantage;
(b) any office, dignity, employment, contract of employment or services, and agreement to give employment or render services in any capacity;
(c) any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part;
(d) any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction or percentage;
(e) any forbearance to demand any money or money’s worth or valuable thing;
(f) any other service or favour of any description, including protection from any penalty or disability incurred or apprehended or from any action or proceedings of a disciplinary, civil or criminal nature, whether or not already instituted, and including the exercise or the forbearance from the exercise of any right or any official power or duty; and
(g) any offer, undertaking or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (a) to (f).

Business Associate

“Business Associate” means an external party with whom EMICO has, or plans to establish, some form of business relationship. This may include clients, customers, joint ventures, joint venture partners, consortium partners, outsourcing providers, contractors, consultants, subcontractors, suppliers, vendors, advisers, agents, distributors, representatives, intermediaries and investors.

Conflict of Interest “Conflict of Interest” means when a person’s own interests either influence, have the potential to influence, or are perceived to influence their decision making for EMICO.

Controlled Organisation

“Controlled Organisation” means an entity where EMICO has the decision-making power over the entity such that it has the right to appoint and remove the management. This would normally be where EMICO has the controlling interest (>50% of the voting share ownership), but it could be where there is an agreement in place that EMICO has the right to appoint the management, for example a joint venture where EMICO has the largest (but still <50%) allocation of the voting shares;

Donation & Sponsorship

“Donation & Sponsorship” means charitable contributions and sponsorship payments made to support the community. Examples include sponsorship of educational events, supporting NGOs, and other social causes;

Exposed Position

“Exposed Position” means a staff position identified as vulnerable to corruption through a risk assessment. Such positions may include any role involving: procurement or contract management; financial approvals; human resource; relations with government officials or government departments; sales; positions where negotiation with an external party is required; or other positions which EMICO has identified as vulnerable to corruption;

Hospitality

“Hospitality” means the considerate care of guests, which may include refreshments, accommodation and entertainment at a restaurant, hotel, club, resort, convention, concert, sporting event or other venue such as EMICO’s offices, with or without the personal presence of the host. Provision of travel may also be included, as may other services such as provision of guides, attendants and escorts; use of facilities such as a spa, golf course or ski resort with equipment included;

Facilitation Payment

“Facilitation Payment” means a payment or other provision made personally to an individual in control of a process or decision. It is given to secure or expedite a routine or administrative duty or function.

Personnel

“Personnel” means directors and all individuals directly contracted to EMICO on an employment basis, including permanent and temporary employees, including their family members and/or agents and/or appointed representatives.

5) Scope

5.1 This Policy applies to all companies within the EMICO Group.

5.2 This includes all individual working at all levels and grades, including directors, managers, officers, employees (whether full-time, part-time, contract or temporary), trainees, seconded staffs, volunteers, interns, agents, sponsors, suppliers, customers, any third parties and any other person associated with us, including controlled organisation.

6) Due Diligence

Due diligence is the investigation of a third party’s background and dealings in order to identify any potential risks that are associated with that third party. EMICO must carry out risk-based due diligence on significant third parties before establishing a business relationship as well as during the term of the contract with them.

7) Reporting Channel

7.1 Our management is a strong advocate in transparency for our business transactions and activities to achieve a high level of integrity in EMICO. Therefore, the management highly encourages whistle-blowing which provides a few modes of communication.

7.2 Employees who refuse to accept or offer a bribe or those who raise concerns or report another’s wrongdoing, are sometimes worries about possible repercussions. We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this Policy even if they turn out to be mistaken.

7.3 Suitable reporting channels shall be established and maintained for receiving information regarding violations of this policy, and other matters of integrity provided in good faith by EMICO Personnel and/or external parties.

7.4 Personnel who, in the course of their activities relating to their employment at EMICO, encounter actual or suspected violations of this Policy are required to report their concerns using the reporting channels via integrity@emico.com.my as stated in the Whistle-blowing Policy.

7.5 Reports made in good faith, either anonymously or otherwise, shall be addressed in a timely manner and without incurring fear of reprisal regardless of the outcome of any investigation.

7.6 Retaliation in any form against EMICO Personnel where the person has, in good faith, reported a violation or possible violation of this Policy is strictly prohibited. Any EMICO Personnel found to have deliberately acted against the interests of a person who has in good faith reported a violation or possible violation of this Policy shall be subjected to disciplinary proceedings including demotion, suspension, dismissal or other actions (including legal action) which EMICO may pursue.

8) Policies and Procedures

Policies and procedures is an important part of internal controls. Policies and key processes of the business operations are reviewed and revised in accordance to regulatory and operational requirements. Proposed revised draft are tabled for Managing Director’s approval and where applicable Board of Directors’ approval.

9) Gifts, Entertainment, Hospitality and Travel

9.1 EMICO’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. We do not solicit gifts, entertainment, or favors of any value from persons or firms with which EMICO actually or potentially does business. Nor do we 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 EMICO.

9.2 All benefits (including Gifts and Entertainment) must be :-
9.2.1 reasonable in value;
9.2.2 infrequent in nature;
9.2.3 transparent and open;
9.2.4 not given to influence or obtain an unfair advantage; and
9.2.5 respectful and customary.

9.3 Travel is included in the definition of hospitality and is therefore one aspect of hospitality.

10) Donations and Political Contribution

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

10.2 Contributions or donations made by EMICO to community projects or charities need to be made in good faith and in compliance with EMICO Code of Ethics & Conduct,
this Policy and all relevant EMICO’s policies and procedures. 

10.3 EMICO 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 the Managing Director (“MD”).

11) Facilitation Payments 

11.1 Personnel shall decline to make the payment and report to MD immediately when they encounter any requests for a facilitation payment. In addition, if a payment has been made and Personnel are unsure of the nature, the MD must be notified immediately, and the payment shall be recorded accordingly. Personnel must not promise or offer, or agree to give or offer, facilitation payments to any other party.

11.2 EMICO adopts a strict policy of disallowing the use of facilitation payments in its business. Facilitation payment is an unofficial payment or other provision made personally to an individual in control of a process or decision. It is given to secure or expedite the performance of a routine or administrative duty or function.

12) Procurement Process

12.1 EMICO had processes and adheres to the system of internal controls around supplier selection. Supplier selection should never be based on receipt of a gift, hospitality or payment. When supplier selection is formal, structured invitation for the supply of goods and services (often called a “tender”), it is most important we maintain documentation supporting our internal controls. 

12.2 A tender process includes an invitation for other parties to make a proposal, on the understanding that any competition for the relevant contract must be conducted in response to the tender, no parties having the unfair advantage of separate, prior, close-door negotiations for the contract where a bidding process is open to all qualified bidders and where the sealed bids are in the open for scrutiny and are chosen on the basis of price and quality. 

12.3 Due diligence of new suppliers in supplier selection should include elements of corruption.
13) Record-keeping

13.1 EMICO must keep financial records and have appropriate internal controls in place which will evidence that business reason for making payments to third parties.
13.2 All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as customers, supplies and business contracts,
should be prepared and maintained with strict accuracy and completeness. No
accounts must be kept “off-book” to facilitate or conceal improper payments.

14) Responsibilities 

14.1 EMICO takes corruption very seriously. Any violation of this Policy will be regarded as serious matter by EMICO and is likely to result in disciplinary action, including termination, consistent with Malaysian law. 

14.2 The Board has oversight of this Policy and the Directors are responsible for ensuring the compliance with this Policy. Every employee and manager is required to be familiar with and comply with this Policy. 

14.3 Corruption is a criminal offense. An employee will be accountable whether he/she pays a bribe himself/herself or whether he/she authorises, assists, or conspires with someone else to violate an anti-corruption law. Punishment for violating the law are against him/her as an individual and may include imprisonment, probation, mandated community service and significant monetary fines which will not be paid by EMICO.

14.4 Employee must notify his/her superior as soon as possible if he/she believes or suspect that a conflict with this Policy has occurred, or may occur in future. For example, if a customer or potential customer offers him/her something to gain a business advantage with us, or indicates to him/her that a gift or payment is required to secure their business.

15) Conflict of Interest

15.1 Conflicts of interest arise in situations where there is a personal interest that might be considered to interfere with that person’s objectivity when performing duties or exercising judgement on behalf of EMICO. Employees should avoid or deal appropriately with situations in which personal interest could conflict obligations or duties. Employees must not use their position, official working hours, EMICO resources and assets for personal gain or to EMICO’s disadvantage.

15.2 It is recognised that conflicts of interest are sometimes unavoidable due to related parties or through other relationships. If at any time when such situation arise, the related EMICO Personnel has a duty to promptly disclose, in good faith to his/her superior and where appropriate to the Audit and Risk Management Committee Chairman, who shall bring the matter to the attention of the Board of Directors in which the matter shall be discussed and voted without the presence of the EMICO Personnel concerned. All recurring related party transactions shall be approved by EMICO’s shareholders at its Annual General Meeting.

16) Risk Assessment

16.1 EMICO conducts corruption risk assessments periodically and when there is a change in law or circumstances of the business to identify, analyse, assess and prioritise the corruption risks.

16.2 Executive Directors and Senior Management are responsible for ensuring corruption risks are identified and appropriate action taken to comply with this Policy, including reporting the identified risks and implementation of actions within their business plans.

17) Monitoring and Review 

17.1 EMICO shall monitor the legal and regulatory regimes where it operates and any changes to EMICO’s business environment and risks and identify opportunities for this Policy’s improvement. A report should be submitted to the top management and Audit and Risk Management Committee on a regular basis for the appropriate action to be taken.

17.2 Regular assessments of this Policy should be carried out to ensure its scope, policies, procedures and controls match the corruption related risks faced by EMICO.

17.3 EMICO endeavours to impact the business environment where it operates. This includes extending its integrity programme to non-controlled Business Associates such as suppliers and contractors, seeking to work with companies who have a similar commitment and supporting initiatives in the private and public sectors which are likely to improve the integrity of its operating environment.

18) Training and Communication

18.1 Human Resources Department shall conduct an awareness programme for all its Personnel on EMICO’s position regarding anti- corruption, integrity and ethics.

18.2 Training shall be provided on a regular basis, in accordance with the level of corruption risk related to the position. Training should be provided to Personnel who are:
a) new to EMICO;
b) appointed to or currently holding an Exposed Position.

18.3 Human Resources Department shall maintain records to identify which EMICO Personnel have received training, and produce, communicate and update the training schedule in conjunction with MD.

18.4 Communication across EMICO will be required to ensure the anti-corruption policy and procedures are relevant, practical and effective. EMICO’s anti-corruption policy and zero-tolerance attitude will be clearly communicated to all Business Associates at the outset of business relations, and as appropriate thereafter.

19) Audit and Compliance

Regular audits shall be conducted to ensure compliance with this Policy. Such audits may be conducted internally by EMICO or by an external party. Audit documentation should include performance improvement action plans.

20) Sanctions for Non-Compliance

20.1 Non-compliance as identified by the audit and any risk areas identified through this and other means should be reported to the top management and Audit and Risk Management Committee in a timely manner in accordance with the level of risk identified.

20.2 EMICO regards bribery and acts of corruption as serious matters and will apply penalties in the event of non-compliance with this Policy. For EMICO Personnel, non-compliance may lead to disciplinary action, up to and including termination of employment.

20.3 For external parties, non-compliance may lead to penalties including termination of contract. Further legal action may also be taken in the event that EMICO’s interests have been harmed by the results on non-compliance by individuals and/or organisations.

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