Anti-Bribery & Corruption - Policies, Procedures & Guidelines
(as at June 15, 2022, V1.0)
Definitions and Interpretation
Scope of ABC-PPG
What is Bribery / Gratification and section 17A MACC Act
Facilitation Payments and Kickbacks
Gifts and Entertainment
Raising Concern (whistleblowers) and Protection for Whistleblowers
Periodic Monitoring and Review
ABC-PPG and Prevailing Law
SECTION OF PROCEDURES The Adequate Procedures [T.R.U.S.T]
1. Top Level Commitment
2. Risk Assessment
3. Undertake Control Measures
4. Systematic Review, Monitoring & Enforcement
5. Training & Communication
SECTION OF POLICIES
1. DEFINITIONS AND INTERPRETATION
a) ABC-PPG - means this Anti-Bribery & Corruption Policies, Procedures & Guidelines.
b) associate(s) - means a director, or a partner, or an employee of the Company, or a person who performs services for and on behalf of the Company, and includes (but is not limited to) agency staff, consultants, contractors, sub-contractors, representatives, trainees, volunteers, interns, agents, sponsors.
c) Board of Directors - means the Board of Directors of BayaPay Sdn Bhd
d) Committee - means the Committee of the Board of Directors and/or Top Level Management
e) Company - means BayaPay Sdn Bhd and its subsidiaries
f) MACC Act - means the Malaysia Anti-Corruption Commission Act 2009
g) MACC - means the Malaysia Anti-Corruption Commission
h) Third party(ies) - means any party, or a natural person, or an individual or a body corporate, firm, joint venture, partnership, association or organisation that the associate shall come in contact with in the course of work or engagement with the Company and includes (but is not limited to) agents, advisers, business associates, clients (existing or potential), customers (existing or potential), distributors, service providers, suppliers, third party vendors, and government / regulatory bodies including their advisors, representatives and officials, politicians and political parties
i) Top Level Management - means The Board of Directors of the Company, unless specifically stated otherwise
2. POLICY STATEMENT
Integrity is the foundational core value of the Company. It is her very essence. Our business stands or falls depending on whether we practice integrity or otherwise. In putting this, our foundational core into practice, and with section 17A of the MACC Act coming into force on 1 June 2020, this ABC-PPG was developed in order to communicate, regulate and govern the Company’s business, dealings, transactions and relationship with its associate(s), and where relevant, third parties.
The Company adopts a zero tolerance approach towards bribery and corruption. The Company unequivocally affirms its commitment towards compliance with all relevant laws, including section 17A of the MACC Act. It will not tolerate its associates or third parties being involved in any form of bribery, whether by offering, promising, soliciting, demanding, giving or accepting or behaving corruptly in the expectation of a bribe, kickback or an advantage. We must never engage a third party whom we may believe may attempt to offer a bribe in connection with the Company’s business.
This ABC-PPG extends to all of the Company’s businesses, dealings, transactions and relationships in all countries in which it, or its subsidiaries and associates, operates.
The Company also expects those third parties acting on its behalf to act in accordance with this ABC-PPG, and to take all and any measures to prevent corrupt practices in its dealings with us.
This ABC-PPG explains what is expected of everyone working for and with the Company, including its associate(s) and third parties.
This ABC-PPG will be regularly reviewed to ensure that it remains relevant to the Company’s business and the relevant laws.
3. SCOPE OF ABC-PPG
The terms and conditions of this ABC-PPG are applicable to the Company at all levels and grades, which includes associates and third parties.
4. WHAT IS BRIBERY / CORRUPTION AND SECTION 17A MACC ACT
4.1 Bribery / Gratification is defined below:
“Any person who by himself, or by or in conjunction with any other person
a) corruptly solicits or receives or agrees to receive for himself or for any other person; or
b) corruptly gives, promises or offers to any person whether for the benefit of that person or of another person,
any gratification as an inducement to or reward for, or otherwise account of
a) any person doing or forbearing to do anything in respect of any matter or transaction, actual or propose or likely to take place; or
b) any officer of a public body doing or forbearing to do anything in respect of any matter of transaction, actual or propose or likely to take place, in which the public body is concerned.”
4.2 As per section 17A of the MACC Act, it is an offence if an associate corruptly gives, agrees to give, promises or offers to any person, any bribe / gratification, whether for the benefit of that person, or another person, with intent to:
a)obtain or retain business for the Company; or
b) obtain or retain an advantage in the conduct of business for the Company.
A director, controller, officer or partner, or a party concerned in the management of the Company’s affairs is deemed to have committed the offence unless it is proven that the offences was committed without his consent or connivance and that due diligence was exercised to prevent the commission of the offence as ought to have been exercised, having regard to the nature of the function in that capacity and to the circumstances.
4.3 Liability for an offence under section 17A of the MACC Act is a fine of not less than ten times the sum or value of the bribe / gratification which is the subject matter of the offence, where such gratification is capable of being valued or is of pecuniary nature, or RM1 million, whichever is the higher, or to imprisonment for a term not exceeding twenty (20) years, or to both.
5. IMPROPER PRACTICES
It is NOT acceptable to:
a) Give, agree to give, promise or offer any payment, bribe / gratification, hospitality, gift (in similar or whatever form) to obtain or retain business or advantage for the Company;
b) Accept any payment, bribe / gratification, hospitality, gift (in similar or whatever form) from a third party;
c) Give, agree to give, promise or offer any payment, bribe / gratification, hospitality, gift (in similar or whatever form) to any officer of a public body (including but not limited to government official(s), agent(s) or representative(s)) to do, or forbear from doing, any matter of transaction (actual or proposed or likely to take place), or to facilitate, expedite or reward any action or procedure;
d) Induce or reward any person to do or forbear from doing anything in respect of any matter or transaction, (actual or proposed or likely to take place);
e) Give, agree to give, accept, promise or offer any payment, bribe / gratification, hospitality, gift (in similar or whatever form) which could be reasonably be regarded to be in contravention of this ABC-PPG, the MACC Act or applicable laws and regulations; or
f) Engage / be involved in, or undertake any activity(ies) that may lead to a contravention of this ABC-PPG.
6. FACILITATION PAYMENTS AND KICKBACKS
6.1 Facilitation Payments are payments made to typically secure or expedite the performance by a person performing a routine or administrative duty / function.
6.2 Kickbacks are typically payments where the bribe-taker receives a “commission” in exchange for services rendered. There is implied collusion between the relevant parties.
6.3 Facilitation Payments and/or kickbacks need not involve cash or other financial asset(s). So long as it is any sort of advantage with the intention to influence the relevant party(ies) in their duties, it is a form of bribery / gratification.
6.4 The giving of, agreement to give, promise, request, receipt of or offering of Facilitation Payments and/or kickbacks in any form, directly or indirectly, are strictly prohibited.
7.1 Associates are to ensure that donations are not used as a form of subterfuge for bribery or used to circumvent the relevant laws, including the MACC Act.
7.2 The Company needs to be certain that donations made are not disguised illegal payments, and that where donations are paid to charities (or other individual(s), party(ies), organisation(s)), such charity(ies), individual(s), party(ies), organisation(s) are not acting as a conduit to fund illegal activities in contravention of the relevant laws, including the MACC Act
7.3 The Company may make donations subject to the following:
a) that it is not used as a form of subterfuge for bribery or illegal payment.
b) it does not contravene any applicable laws.
c) all necessary internal and external authorisation(s) is / are obtained.
d) donations are made to well-established entities with adequate organisational structure to guarantee proper administration of the said donations.
e) such donations are accurately reflected in the company’s accounting books / records.
8. THIRD PARTIES
8.1 The Company’s dealings with third parties must be carried out in compliance with all relevant laws and consistent with its foundational core values.
8.2 The Company expects all third parties to share the Company’s foundational core values and ethical standards as their actions could potentially implicate the Company legally, and by extension, its reputation.
8.3 In that regard, it is therefore necessary for the Company to conduct appropriate counterparty due diligence before entering into any arrangements with third parties to ensure that the Company is dealing with counterparties that subscribe to acceptable standards of integrity and ethics in the conduct of their business.
8.4 The Company shall ensure that all third parties be made aware of the ABC-PPG.
9. GIFTS AND ENTERTAINMENT
i) Receiving Gifts
9.1 The Company adopts a “No Gift Policy” (subject only to certain limited exceptions stated below).
9.2 The Company’s associates, including family members are prohibited from directly or indirectly, receiving or providing gifts.
9.3 The receipt of, or provision of gifts can be regarded as a bribe / gratification in contravention of the applicable laws (including the MACC Act), which may have the consequence of tarnishing the Company’s reputation.
9.4 It is the responsibility of the associates to inform external parties involved in any business dealings with the Company that there is a “No Gift Policy” and to request the external party’s understanding with this policy.
9.5 Despite 9.4 above, the Company is cognisant that the exchange of gifts may be a delicate matter, especially in cultures or situations where gift giving is part of business etiquette. Despite communicating the “No Gift Policy”, some external parties may still insist in providing gifts to the Company’s associates and even to its family / household members. Although the general rule is that such gifts are to be refused and returned, accepting a gift on behalf of the Company is allowed only in very limited circumstances (subject always to 9.6 below), if refusing the same may seriously offend and sever the Company’s business relationship with the counterparty.
THIS IS SUBJECT ALWAYS TO THE PROHIBITION that without exceptions and in no circumstances that any associate or their family / household members may accept gifts in the form of cash, or cash equivalent.
9.6 Should such scenario in 9.5 take place, associates shall immediately record the gift in the Gift Register for submission to the Head of Department who will then decide whether to approve the acceptance of the gift or require the same to be returned.
9.7 In the event the Head of Department decides that the gift is to be returned, such gift is to be politely returned with a note of explanation about the Company’s “No Gift Policy”.
9.8 In the event the Head of Department approves the gift, s/he must also determine the treatment of gift whether to: -
a) permit the associate concerned to retain it; or
b) share the gift with the other associates / employees in the department (where relevant); or
c) donate the gift to charity; or
d) retain the gift for purposes of departmental display.
9.9 In determining whether the gift is to be approved or otherwise, the Head of Department, shall exercise proper care and judgment in each and every case, taking for following considerations into account, including (but not limited to): -
a) the nature of the gift
b) the purpose of the gift
c) the character of the gift
d) the cultural norms
e) seniority of the party providing the gift
f) the business context reciprocity
ii) Providing Gifts
9.10 Generally, the provision of gifts to third parties are prohibited.
iii) Exceptions to “No Gift” Policy
The following scenarios constitute exceptions to the “No Gift” Policy of the Company:
a) Token gifts of nominal value normally bearing the Company’s logo (e.g. pens, diaries, calendar, t-shirts, caps and other small promotional items) that are given out to customers, suppliers, partners, delegates and are part of the Company’s promotional and brand building activities;
b) Gifts to external parties who do not have business dealings with the Company (e.g monetary gifts / gifts in kind to charities);
c) Gifts by the Company to its employees, directors and/or family members in recognition of the employee’s/ director’s service to the Company;
d) Gifts by the Company to external parties in the Company’s official event, celebrations / function (e.g. commemorative gifts / door gifts offered to all guests attending the event);
e) Exchange of gifts at a company-to-company level (e.g. the exchange of gifts between companies as part of an official company visit / courtesy call and thereafter the gift is treated as part of the company’s property).
iv) General Principles for Gifts
9.11 Even in the above circumstances set forth in iii) above, the expectation is for associates to exercise proper judgment in handling gift activities and behave in a manner consistent with the general principles set forth below, that is to: -
Comply with applicable laws, including the MACC Act and to this ABC-PPG
a) Always exercise proper care and judgement
b) Avoid conflicts of interest
c) Refrain from taking advantage of your position of from exercising your authority to further your own interest at the expense of the Company
d) Conscientiously maintain the highest standard of ethics and integrity.
v) Providing Entertainment
9.12 The Company is aware that providing modest entertainment may build and foster good business relationships with external clients. Therefore, eligible employees of the Company are allowed to entertain external clients as part of business networking and as goodwill towards the same.
9.13 It is crucial that in providing entertainment, the Company’s reputation is safeguarded and that the directors and employees are protected from any allegations of impropriety or undue influence.
9.14 As a general rule, associates are strictly prohibited from providing or offering to provide entertainment with a view to improperly:
a) obtain or retain business for the Company; or
b) obtain or retain an advantage in the conduct of business for the Company.
9.15 Any entertainment activities shall require the prior approval of the Head of Department in consultation with the Committee.
vi) Receiving Entertainment
9.16 The Company is aware that receiving reasonable and modest entertainment by third parties may build and foster good business relationships.
9.17 It is crucial for employees and directors to exercise proper care and judgment before accepting an entertainment offered or provided by a third party.
9.18 It is crucial that in providing entertainment, the Company’s reputation is safeguarded and that the directors and employees are protected from any allegations of impropriety or undue influence.
9.19 As a general rule, associates are strictly prohibited to receive entertainment with a view to improperly: -
a) obtain or retain business for the Company; or
b) obtain or retain an advantage in the conduct of business for the Company.
9.20 Any entertainment activities shall require the prior approval of the Head of Department in consultation with the Committee.
10. ASSOCIATES' RESPONSIBILITIES
Associates shall peruse and understand the terms and conditions of this ABC-PPG and shall, at all times adhere to the terms and conditions stated herein.
Associates shall behave responsibly, conscientiously, ethically and with integrity. In doing so, associates shall exercise discretion, due care and proper judgment to prevent, detect and report corruption and to avoid any activity which may lead to, or suggest a breach of this ABC-PPG.
Associates shall forthwith notify the superior or the Human Resource & Administration Group if s/he is made aware or suspects or has reason to believe that there is a breach of any term of this ABC-PPG or the breach is potentially or likely to take place.
Breach of the ABC-PPG may render appropriate disciplinary action being taken, which may include termination for breach.
11. RECORD KEEPING
The Company shall maintain proper and complete financial records and have in place sufficient internal controls to evidence payments made to or received from third parties.
12. RAISING CONCERN (WHISTLEBLOWING) AND PROTECTION FOR WHISTLEBLOWERS
12.1 Raising Concern
The Company encourages openness and transparency in its commitment to the highest standards of integrity and accountability. In that regard therefore, associates are encouraged to raise concerns of the Company’s activities:
a) Where there is knowledge or suspicion of potential corrupt practices or wrongdoing;
b) Where the Company’s third parties’ activities may negatively impact on the reputation of the Company; and
c) If s/he is made aware or suspects or has reason to believe that there is a breach of any term of this ABC-PPG or the breach is potentially or likely to take place.
12.2 Protection for Whistleblowers
The Company will support anyone who raises a genuine concern that was made in good faith. The Company is committed to ensuring no unfair or detrimental treatment towards those who made the report in good faith. Associates shall forthwith notify the superior or the Human Resource & Administration Group.
13. TRAINING AND COMMUNICATION
Communication / dissemination of this ABC-PPG shall be made available to everyone within the Company.
Additionally, associates shall receive communications / dissemination / training, which may include training (online or otherwise), face-to-face sessions, team briefings and any other methods to ensure their thorough understanding of the Company’s anti-corruption and anti-bribery position.
14. PERIODIC MONITORING AND REVIEW
The Legal & Compliance Department shall monitor the effectiveness and review the implementation of this ABC-PPG. Monitoring and review contributes to the continuous improvement of this ABC-PPG. Regular checks on this ABC-PPG ensures that the design and content is sound, implementation is effective and identifies areas for improvement. Additionally, early detection of ‘red-flags’ and potential incidents of corruption / bribery can act as a deterrent to corruption / bribery.
15. ABC-PPG AND PREVAILING LAW
The Board of Directors shall be overall responsible to ensure that the ABC-PPG is adequate, effective and is in line with applicable laws, including the MACC Act.
15.2 Prevailing Law on MACC Act (Act 694):
a) Soliciting/Receiving Gratification (Bribe) [section 16 & 17(a) MACC Act 2009]
b) Offering/Giving Gratification (Bribe) [section 17(b) MACC Act 2009]
c) Intending to Deceive (False Claim) [Section 18 MACC Act 2009]
d) Using Office or Position for Gratification (Bribe) (Abuse of Power/Position) [Section 23 MACC Act 2009]
It is a defence to the offence under section 17A MACC Act if the Company has in place, adequate procedures (“Adequate Procedures”) to prevent its associates from undertaking such corrupt practices. Therefore, the Board of Directors are to ensure that the Company has in place Adequate Procedures that is consistent with the principles embodied in a publication by the Minister in the Prime Minister’s Department known as “GUIDELINES ON ADEQUATE PROCEDURES PURSUANT TO SECTION 17A(5) OF THE MACC ACT” (“Guidelines on Adequate Procedures”). The 5 broad principles are summarised in the acronym T.R.U.S.T which are described below:
A) Top Level Commitment;
B) Risk Assessment;
C) Undertake Control Measures;
D) Systematic Review, Monitoring & Enforcement; and
E) Training & Communication
SECTION OF PROCEDURES
The Company adheres to the Adequate Procedures [based on T.R.U.S.T principles] as outlined in the “GUIDELINES ON ADEQUATE PROCEDURES pursuant to SECTION 17A(5) OF THE MACC ACT 2009 as follows:-
1. Top Level Commitment
1.1 Top Level Management is primarily responsible for ensuring that the Company:
1.1.1 Company must practice the highest level of integrity and ethics
Top Level Management sets the tone from the top, by setting and promoting a corporate culture of ethics and integrity, proving the setting in which the anti-bribery programme operates.
By having in place and practising a sound anti-corruption and anti-bribery policy which includes clear policies and objectives that adequately addresses corruption risks, internal and external stakeholders are assured that the Company is operating in compliance with its policies and regulatory requirements.
1.1.2 Company fully complies with the applicable law and regulatory requirements on anti-corruption
Top Level Management will comply with the applicable laws and regulatory requirements on anti-corruption by establishing, maintaining and periodically reviewing the anti-corruption and anti-bribery policy and keeping updated with the latest development(s) and changes in the applicable laws.
1.1.3 Company must manage the key corruption risks of the Company
Corruption risk(s) are identified and embodied in the anti-corruption and anti-bribery policy, which includes clear policies and objectives that adequately addresses corruption risks.
This may also include:
a) Whistleblowers policy
b) Assigning and adequately equipping an competent person to be responsible for all anti-corruption compliance matters
c) Ensuring that the lines of authority for personnel tasked with the responsibility of overseeing the anti-corruption and anti-bribery policies are appropriate
d) Ensuring that the result of any audit, review of risk assessment, control measures and performance are reported to the Top Level Management and acted upon
1.2 Top Level Management must be:
1.2.1 Be able to provide assurance to its internal and external stakeholders that the Company is operating in compliance with its policies and any applicable regulatory requirements.
This may include establishing the Company’s “tone from the top” (i.e. the Company’s general stance against the use of corrupt practices in relation to the business activities), and spearheading the Company’s efforts to improve upon the effectiveness of its corruption risks management framework, internal control system, review and monitoring, and training and communication.
In addition to ensuring compliance to the MACC Act, this ABC-PPG is drafted for the purpose of assuring the internal and external stakeholders of the company.
1.3 The Company should carry out the following:
1.3.1 Establish, maintain, and periodically review an anti-corruption compliance program which includes clear policies and objectives that adequately address corruption risks, whereby this ABC-PPG addresses this requirement.
1.3.2 Promote a culture of integrity within the Company
220.127.116.11 The Company has in place the following to promote a culture of integrity within the Company:
a) HR Policies on Employees’ Code of Conduct to promote a culture of healthy conduct without any corruption or bribes.
b) HR Procedures on Fundraising, to promote a culture of healthy purchasing without any corruption or bribes.
c) ICT Policies and Procedures on Suppliers Management, to promote a culture of healthy relationship with suppliers without any corruption or bribes.
d) This ABC-PPG, to promote a culture of integrity within the Company.
1.3.3 Issue instructions on communicating the Company’s policies and commitments on anti-corruption to both internal and external parties, whereby this ABC-PPG addresses this requirement.
1.3.4 Encourage the use of any reporting (whistleblowing) channel in relation to any suspected and/or real corruption incidents or inadequacies in the anti-corruption compliance program, whereby this ABC-PPG addresses this requirement.
1.3.5 Assign and adequately resource a competent person or function (which may be external to the Company) to be responsible for all anti-corruption compliance matters, including provision of advice and guidance to personnel and business associates in relation to the corruption program.
18.104.22.168 The competent person(s) shall be the Head of Legal & Compliance or any other designated personnel upon decided and appointed by the Board of Directors (“assigned personnel”). The assigned personnel will be responsible for all anti-corruption compliance matters, including provision of advice and guidance to personnel and business associates in relation to the corruption program.
1.3.6 Ensure that the lines of authority for personnel tasked with responsibilities for overseeing the anti-corruption compliance program are appropriate.
22.214.171.124 The lines of authority are outlined in this ABC-PGG as per Section 3.3 (vi), (vii) & (viii)
1.3.7 Ensure that the results of any audit, reviews of risk assessment, control measures and performance are reported to all top level management, including the full Board of Directors, and acted upon.
126.96.36.199 The outcomes/output on anti-corruption matter(s) will be reported to the Board of Directors and/or Audit & Risk Management Committee (ARMC).
Those outcomes are such as the updates or amendments to this ABC-PPG which will be circulated for approval by the Board of Directors, any corruption risks identified in the ERM Risk Register which will be circulated for ARMC’s notation, any output from the review on anti-corruption program which will be updated or informed to the Committee, etc
2. Risk Assessment
2.1 To form the basis of the Company’s anti-corruption efforts, the Company should:
2.1.1 Conduct periodic corruption risk assessments
188.8.131.52 The corruption risk assessment will be conducted by the Group Risk Management (GRMC) or any designated personnel(s) as decided and appointed by the Board of Directors (the “Risk Assessment Personnel”).
184.108.40.206 The corruption risk assessment will be conducted at least once in three (3) years.
220.127.116.11 An ad-hoc assessment may be conducted upon requested by the Board of Directors and/or Audit & Risk Management Committee, or as when required by the laws or regulations / other specific requirements (i.e. Bursa LR) relevant to anti-corruption that specifically required to conduct a corruption risk assessment at a more frequent period as defined thereafter.
2.1.2 When there is a change in law or circumstance of the business to identify, analyse, assess and prioritise the internal and external corruption risks of the Company
18.104.22.168 The Risk Assessment Personnel will identify, analyse, assess and prioritise the internal and external corruption risks of the Company, and summarise into the Risk Register accordingly (i.e. ERM Risk Register).
2.1.3 The risk assessment should be used to establish appropriate processes, systems and controls approved by the Top Level Management to mitigate the specific corruption risks the business is exposed to
22.214.171.124 The Risk Assessment will form part of the ABC-PGG approved by the Top Level Management to mitigate the corruption risk
2.2 The recommendation is that a comprehensive risk assessment is done every three years with intermittent assessments conducted when necessary, the assessment may include the following:
2.2.1 Opportunities for corruption and fraud activities resulting from weaknesses in the Company’s governance framework and internal systems / procedures.
126.96.36.199 The Company is to assess the following:
188.8.131.52.1 With reference to the HR Policies on Code of Conduct, HR Procedures on Purchasing, ICT Policies & Procedures on Supplier Management, and this ABC-PGG, to assess whether the corruption risk has properly mitigated.
184.108.40.206.2 To assess on business activities, any weaknesses in the Company’s measures that will expose to the risk of corruption, to highlight to the risk register or inform the Committee for further action.
220.127.116.11.3 Any other criteria which may be considered
2.2.2 Financial transactions that may disguise corrupt payments
18.104.22.168 The Company is to assess whether any and all financial transactions breaches ALL of the following:
22.214.171.124.1 A single transaction;
126.96.36.199.2 Accepted by someone under employment by the Company;
188.8.131.52.3 Given by someone at a threshold of RM25,000 and above;
184.108.40.206.4 Transaction not clearly stated / not appearing in the Company’s account statement / balance sheet
If financial transactions meets ALL the above criteria, to conduct an assessment on the transaction to define whether it has been involved in any corrupt payments;, if yes, to highlight in the risk register and inform the Committee for further action.
2.2.3 Business activities in countries or sectors that pose a higher corruption risk
220.127.116.11 The Company is to assess on the following:
18.104.22.168.1 If it has any business activities in other countries with high corruption risk, the risk level, the impact to the Company, etc
22.214.171.124.2 If it has any business activities in sectors that pose a higher corruption risk, the risk level, the impact to the Company, etc
126.96.36.199.3 Any other criteria which can be considered
2.2.4 Non-compliance of external parties acting on behalf of the Company regarding legal and regulatory requirements related to anti-corruption. Note that a Company can liable for the acts of such third parties
188.8.131.52 The Company is to assess on the following:
184.108.40.206.1 If it has any existing external parties acting on behalf of the Company with any issues or legal cases on corruption; if yes, to report to the Committee for further action
220.127.116.11.2 Further explore on the impact to the Company, if any external parties having non-compliance to anti-corruption
18.104.22.168.3 Any other criteria which can be considered
2.2.5 Any relationship with third parties in its supply chain (e.g. agents, vendors, contractors, and suppliers) which are likely to expose the Company to corruption
22.214.171.124 The Company is to assess on the following:
126.96.36.199.1 Check all vendors and suppliers in the Company on the rationale and nature of engagement, whether it has an unlikely exposure to corruption, etc
188.8.131.52.2 Ensure a documented black and white in place prior establishment of business relationship, whether in agreement, a letter, or any other type of documents that is recognizable
184.108.40.206.3 Person involved in signing of the black and white documentation, and the nature of signing, to assess whether such engagement is a pure engagement for business purposes or there is additional arrangement for certain benefits
220.127.116.11.4 To assess on any other matters besides the above mentioned, to ensure the engagement with third parties are sound and practical on the business needs, and logical on the establishment of such relationship with selected third parties
2.3 General Risk Register
The risk assessment for corruption can be done on a stand-alone basis, but it is recommended that the assessment be incorporated into the general risk register of the Company
2.3.1 Unless specifically informed by ARMC on the assessment to be done on a stand-alone basis, otherwise, any corruption risk(s) identified will be mentioned in the general risk register per recommended (i.e. ERM Risk Register)
3. Undertake Control Measures
Put in place the appropriate controls and contingency measures which are reasonable and proportionate to the nature and size of the Company, in order to address any corruption risks arising from weaknesses in the Company’s governance framework, processes and procedures. The required measures will be practiced in accordance to the criteria as set out in the subsequent of this section per 3.1 to 3.4
3.1 Due Diligence
Establish key considerations or criteria for conducting due diligence on any relevant parties prior to entering into any formalised relationships. Methods may include background checks on the person or entity, a document verification process, or conducting interviews with the person to be appointed to a key role where corruption risk has been identified.
3.1.1 The key considerations or criteria for conducting due diligence are as per methods of due diligence at “item (ii)” below:
18.104.22.168 HR & Administration Group will conduct due diligence on any recruitment of the employee for the Company
22.214.171.124 For Board members, due diligence on executive based directors will be conducted by HR & Administration Group, while for non-executive based directors (in any designation), due diligence will be conducted by other existing Board members, or conducted by any other designated personnel as appointed by the Board of Directors
126.96.36.199 On vendors, suppliers, consultants, or senior public officials, the respective Head(s) and/or Director(s) who deals with them and the Company’s Compliance Officer will conduct the due diligence on them accordingly
Any unsuccessful due diligence, will not be entered into any formalised relationship with the Company.
188.8.131.52 Note: the following are “item (ii)”: A background check for due diligence shall include the following:
184.108.40.206.1 To conduct a CTOS check, to assess whether there is any bad record on their financial means, i.e. owning bank for loans, bankruptcy (if applicable), etc.
220.127.116.11.2 To do a Google search and check for information related to them on corruption and bribery cases
18.104.22.168.3 Search on social media channel, e.g. Facebook, YouTube, Instagram, LinkedIn, Twitter, etc, on information or posts shared linked with few political persons which are tended to the behaviour or having a higher risk of corruption or bribes (if any).
22.214.171.124.4 Check with previous employment or engagement of the company to assess if their behaviour has tended to a higher risk of corruption or bribery (if obtainable)
126.96.36.199.5 Observe any information provided by any persons within the Company, about their background related to corruption and bribery matters (if applicable)
188.8.131.52.6 Any other methods besides the above mentioned
184.108.40.206 For documentation verification process, it shall include the following:
220.127.116.11.1 The identity document provided (photo in NRIC or passport or certificate of Incorporation for Entity) match with the face of the actual person or match with the physical of business for Entity
18.104.22.168.2 Document from previous company or engagement (e.g. pay slip or letter, etc) is tally per observed, without bad records of corruption and bribery cases (if observable)
22.214.171.124.3 Document on financial means (e.g. account statement, etc) match with their current status/ position without any suspect of having corruption or bribes (if observable)
126.96.36.199.4 Any other methods besides the above mentioned
188.8.131.52 For conducting interviews with the person to be appointed, it shall include the following:
184.108.40.206.1 To obtain a few alternate contact details, i.e. email address or contact number on the spot, to assess if have many contacts in hand that may lead to a higher risk of corruption
220.127.116.11.2 To enquire about their living lifestyle against current status, whether their ways of living has any loopholes that relates to corruption and bribes
18.104.22.168.3 To ask for ideas on problem solving in dealing with the government sector/ servant or third parties for faster solution, to assess whether any potential in offer to counter-party to accept bribes
22.214.171.124.4 To raise a question on how to deal with incoming high demands from contractors on an open tender, to assess whether any potential in offer to counter-party to accept bribes
126.96.36.199.5 Any other methods besides the above mentioned
The due diligence shall be performed in various methods as much as possible, to ensure corruption risks has been identified. Any unsuccessful due diligence, will not be entered into any formalised relationships.
3.2 Reporting Channel
3.2.1 Establish an accessible and confidential trusted reporting channel (whistleblowing channel)
188.8.131.52 Per Company policies and procedures on Whistleblowing
3.2.2 Encourage persons to report any corruption incidents in good faith
184.108.40.206 Per Company policies and procedures on Whistleblowing, persons are encouraged to report any matters or incidents (which indirectly includes for corruption incidents) in good faith
3.2.3 Encourage a secure information management system to protect whistleblower’s identity and information reported
220.127.116.11 Per Company policies and procedures on Whistleblowing.
As reporting is via email, therefore a standard secure information management system per Company policies and procedures on ICT will be applied
3.2.4 Prohibit retaliation from whistleblowers
18.104.22.168 Per Company policies and procedures on Whistleblowing
3.3 This ABC-PPG should cover the following areas
3.3.1 A general anti-bribery and corruption policy or statement
22.214.171.124 Per section of policies in this ABC-PPG on the Policy Statement
3.3.2 Conflict of interest
126.96.36.199 Per respective sections of HR policies under Code of Conduct
3.3.3 Gifts, entertainment, hospitality and travel
188.8.131.52 Per section of policies in this ABC-PPG
3.3.4 Donations and sponsorships, including political donations
184.108.40.206 Per section of policies in this ABC-PPG
3.3.5 Facilitation payments
220.127.116.11 Per section of policies in this ABC-PPG
3.3.6 Financial controls, such as separation of duties and approving powers or multiple signatories for transactions
18.104.22.168 Per respective Company’s Approving Authority Matrix (AA Matrix)
Per AA Matrix, some of the business transactions (e.g. Direct Business Transactions-DBT on dealing in securities, etc.) require multiple signatories
3.3.7 Non-financial controls, such as separation of duties and approving powers or a pre-tendering process
22.214.171.124 Directors and the respective Head of Group/ Department will manage and approve non-financial matters within their authority per respective role and job functions
3.3.8 Managing and improving upon any inadequacies in the anti-corruption framework.
3.3.81 Directors and all Head of Group/ Department are to work together in managing the anti-corruption framework. Any inadequacies raised by Director(s) and/or Head of Group/Department and/or any updates from the relevant laws and regulations on anti-corruption and bribery, Compliance Group will prepare paperwork on the changes in this ABC-PGG and submit for Board of Directors approval before implementation on the improvements
3.3.9 Record keeping for managing documentation
126.96.36.199 Documentation of this ABC-PPG (the adequate procedures) will be maintained by Compliance Group
3.4 This ABC-PPG should be:
3.4.1 Endorsed by Top Level Management
188.8.131.52 This ABC-PGG will be submitted to for Board Resolution prior to formalisation. Any updates or amendments to this ABC-PPG will also be submitted for Board Resolution prior to enforcement
3.4.2 Kept up-to-date
184.108.40.206 This ABC-PPG will be updated:
a) Once in every three (3) years, or
b) To be updated where there are substantial changes from any relevant laws and regulations on anti-corruption, subject to the review period of not more than three (3) years, or
c) To be updated at a more frequent basis (e.g. annual review, etc) upon request by the Top Level Management, or
d) There’s a requirement by relevant authority (Bursa Malaysia, Bank Negara Malaysia, etc) which requires reviewing this ABC-PPG at a more frequent basis (e.g. annual review, etc)
3.4.3 Publicly and/or easily available
220.127.116.11 This ABC-PGG is publicly and easily available by access to the internet or to view at the official website of BAYAPAY SDN BHD
3.4.4 Suitable for use when and where needed
18.104.22.168 This ABC-PPG is interpreted in basic English language, to make it applicable and suitable for us by all levels of staff. All staff are able to go to the official website of BAYAPAY SDN BHD and read this ABC-PPG for better understanding when needed
4. Systematic Review, Monitoring & Enforcement
4.1 The person assigned to perform the review ("reviewer") shall:
4.1.1 Ensure that regular reviews are conducted to assess the performance, efficiency and effectiveness of the anti-corruption program
22.214.171.124 The reviewer is to perform a regular review per their respective reviewer’s plan
4.1.2 Ensure the program is enforced
126.96.36.199 During the review, the reviewer is to review and to ensure the anti-corruption program is enforced.
Any anti-corruption program not properly enforced, the reviewer is to raise the concern to the Board of Directors or ARMC, for their decision to give instruction to the senior management on action taken, to ensure the necessary anti-corruption program is enforced as per relevant laws and regulations on anti-corruption and bribery.
4.1.3 Reviews may take the form of an internal or external audit
188.8.131.52 Internal audit, or assigned external audit, or any other assigned personnel as decided and appointed by the Board of Directors will carry out the reviews on the anti-corruption per their scheduled plan
4.1.4 The reviews should form the basis of any efforts to improve the existing anti-corruption controls in place in the Company
184.108.40.206 From the review, the reviewer is to raise the concerns (if any) to the Committee for action taken, to improve the existing anti-corruption controls accordingly
4.2 The Company should consider to:
4.2.1 Plan, establish, implement and maintain a monitoring program, which covers the scope, frequency, and methods for review
220.127.116.11 The planning, establishment, implementation and maintenance of a monitoring program that covers the scope, frequency and methods of review will be based on the schedule per Top Level Management or Internal Audit or assigned external audit’s plan
4.2.2 Identify the competent person(s) and/or establish a compliance function to perform an internal audit, in relation to the Company’s anti-corruption measures
18.104.22.168 The identified competent person(s) shall be Head of Legal & Compliance or any other designated personnel upon decision and appointed by the Board of Directors.
A compliance function to perform an internal audit in relation to the anti-corruption measures shall be performed by the Compliance Department or Internal Audit Department or any other assigned Department upon decided by the Board of Directors
4.2.3 Conduct continual evaluations and improvements on this ABC-PPG
22.214.171.124 The assigned department to conduct continual evaluations and improvements on this ABC-PPG periodically per their department’s scheduled planning
4.2.4 Consider an external audit by a qualified and independent third party at least once every three (3) years to obtain assurance that ABC-PGG is adequate
126.96.36.199 At this discretion of the Board of Directors with decision and approvals given, a qualified independent third party external auditor will be assigned to ensure this ABC-PPG is adequate, at once in every three (3) years
4.2.5 Monitor the performance of personnel in relation to this ABC-PPG to ensure their understanding and compliance with the Company’s stance in their respective role and functions
188.8.131.52 The Top Level Management or Internal Audit or assigned external audit or other assigned reviewer decided by the Board of Directors will monitor the performance of their personnel to ensure understanding and compliance with the Company’s stance in their respective role and functions.
Any personnel not understanding the compliance to anti-corruption and bribery, will be directed to relevant personnel to read this ABC-PPG again, to ensure the respective personnel fully understand and comply with the requirements.
4.2.6 Conduct disciplinary proceedings against personnel found to be non-compliant to the program
184.108.40.206 Any personnel found to be non-compliant to the anti-corruption program, the Disciplinary Committee will take action against the personnel per instructed or informed by the Board of Directors
5. Training & Communication
As per the Guidelines on Adequate Procedures, the Company should develop and disseminate internal and external training and communications relevant to its anti-corruption management system, in proportion to its operation, covering the following areas as below:
c) Reporting Channel
d) Consequences of Non-Compliance
This is embodied in the ABC-PPG. This ABC-PPG is publicly available at the Company website, by access to the internet and through the official website of BAYAPAY SDN BHD. Other ways of communication of policies which may be practised by the Company in the following manner:
a) An email to the associates
b) Notice board in the Company’s premises
c) Circulation of ABC-PPG to employees for compulsory reading, after which employees are required to sign a declaration that they have and understood the Code of Conduct & will abide by it at all times
d) A townhall session
Training on anti-corruption and bribery are given to the Company’s directors and employees in one (1) of the following manners:
a) By an internal trainer of the Company
b) By an external training provider
c) Self-learning via circulation of reading materials (including publications, circulars, etc) from regulators are disseminated via email to the directors and employees for reading; or
Other ways of training which may be observed by the Company as below:
d) As part of its induction/ onboarding program for new employees, conducting training on anti-corruption
e) Corporate training programs, seminars, videos and in-house courses
f) Intranet of web-based programs
g) Townhall sessions
5.3 Channels of Reporting
The whistleblowing channel is contained in the Company’s policy and procedure on Whistleblowing shall be used to report any corruption or bribery with the following criteria and company practices.
5.3.1 Key points should be communicated
220.127.116.11 To provide the following:
a) Person involved (by giving his/her name & designation)
b) Matters that relate to (e.g. few quotations but select a vendor with higher price/ business interest, etc)
c) Amount involved in MYR (an estimated amount to be involved)
5.3.2 Whom should be communicated
18.104.22.168 Communicated to the designated personnel per Whistleblowing Policies & Procedures
5.3.3 How to communicate
22.214.171.124 Via email to the designated personnel per Whistleblowing Policies & Procedures
5.3.4 Timeframe for conducting the communication plan
126.96.36.199 As soon as practical not more than five (5) business days, subject to any unforeseen circumstance which may occur (if any)
5.3.5 Language of the material to be conducted
188.8.131.52 English or Malay
5.4 Consequences of Non-Compliance
A training or a communication to alert Directors and employees on the consequences of non-compliance will be appropriately delivered per 5.1 or 5.2 above. aAny non-compliance to MACC Act, will subject to the penalties by MACC per following:
a) A fine not less than 10 times of the sum or value of the gratification or RM 1 million whichever is higher; or
b) To imprisonment for a term not exceeding 20 years: or
c) Both of the above