Anti-Bribery and Corruption Policy

Introduction

In response to the development of laws and regulations in relation to global fight against corruption, including the introduction of corporate liability in Malaysia via the Malaysian Anti-Corruption Commission Act 2009 (“MACC Act 2009”), EPS Ventures Sdn. Bhd. and/Agensi Pekerjaan EPS Consultants Sdn. Bhd. (collectively known as “the Company”), has developed its Anti-Bribery & Anti-Corruption Policy (the “Policy”).

What does the Policy cover?

This Policy sets out the responsibilities of the Company and those who work for the Company on the requirement to observe and uphold the Company’s zero-tolerance position and stance on bribery and corruption.

This Policy provides a source of information and guidance for those working for the Company, including related parties. It helps them recognise and deal with bribery and corruption, as well as understand their responsibilities.

Definitions

For the purpose of this Policy:

Bribery	Bribery means any action which would be considered as an offence of giving or receiving ‘gratification’ under Malaysia Anti-Corruption Commission Act 2019 (“MACCA”). 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, in a position of trust within an organisation.
Corruption	Corruption means the act of soliciting, giving, accepting or receiving gratification, directly or indirectly, to or from a person in authority either in the form of money, services or valuable goods as an inducement or reward to or not to do an act in relation to the person’s principal affairs – in short, corruption is an “abuse of entrusted power or position to obtain a personal gain or benefit”
Gratification	Gratification shall have the meaning as defined in Section 3 of the MACC Act 2009, i.e.: 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 any 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)

 

Policy statement

The Company is committed to complying with the relevant anti-bribery and corruption laws and regulations, breaches or violation of which may cause great damages to the Company. The consequences may include reputational damages, legal fines, imprisonment for persons responsible, eventual loss of business or key talents in the Company, etc.

The Company/Board of Directors adopts a zero-tolerance approach towards bribery and corruption and the Company shall not pay nor receive any corruption gratification to or from anyone for any purpose;

The Company shall uphold this position and stance across its business seriously and expects the same from stakeholders, both internal and external to the Company’s business, extending to all the Company’s business dealings and transactions in the countries we operate;

Directors, Employees, Suppliers, Service Providers, Business Associates, Consultants and any third parties working with or for the Company (collectively called “Associated Persons”) shall adhere to and observe the Company’s anti-bribery and corruption position and stance and relevant provisions set out in the Company’s Policy; and

The Company treats any violation of the Policy seriously and shall undertake necessary actions, including, but not limited to, review of employment or appointment, contracts (including termination of contracts), disciplinary actions, dismissal, and reporting to the authorities, consistent with the relevant laws and regulations.

Coverage of Policy

This Policy applies to all Associated Persons, comprising Employees (including Directors, trainees, casual workers, volunteers, interns, whether temporary, contract-basis or permanent), Suppliers, Service Providers, Business Associates, Consultants, Contractors, Agents, Sponsors, Intermediaries, or any other person or persons working with or for the Company or any of our subsidiaries, associates and related companies, no matter where they are located (within or outside of Malaysia). The definition of such Associated Persons accords with S17A (2) of the MACC Act 2009.

In the context of this Policy, third party refers to any individual or organisation our Company meets and works with. It refers to actual and potential clients, customers, suppliers, consultants, service providers, distributors, business contacts, agents, advisers, and government and public bodies – this includes their advisors, consultants, representatives and officials, politicians and public parties.

Any arrangements our Company makes with a third party is subject to clear contractual terms, including specific provisions that require the third party to comply with at least the minimum standards and procedures relating to anti-bribery and corruption.

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.

Associated Persons should exercise caution in their personal relationships with customers, suppliers, competitors or businesses introduced or affiliated with a customer or supplier. This is to ensure there is no involvement of obligations that may prejudice or influence the business relationship or result in any conflict with their duties. If a conflict of interest arises between employees and a third party, the employees or the relevant department head should be made aware of the conflict and it be reported to director.

Associated Persons are required to avoid any situation or activity that compromises, or may compromise, their judgement or ability to act in the best interest of the Company and to avoid being in a position where their personal interests are in conflict (or could be in conflict) with the interests or business of the Company.

Gifts, entertainment, hospitality and travel

This Policy does not prohibit normal business hospitality, so long as it is reasonable, appropriate, modest and bona fide corporate hospitality.   Some examples of acceptable gifts and/or benefits are as follows: –

(a) token gifts offered in business situations or to all participants and attendees for example, work related seminars, conferences, trade and business events;

(b) gifts presented at work-related conferences, seminars and/or business events;

(c) gifts given in gratitude for hosting business events, conferences and/or seminars;

(d) refreshments or meals during meetings or as participants of work-related conferences and/or seminars; and

(e) meals for business purposes.

As a general principle, the Associated Persons should not accept or give a gift to a third party if it is made with the intention of influencing the third party to obtain or retain business, or in exchange for favours or benefits.  In addition, lavish or unreasonable gifts or hospitality should not be accepted nor given as such gifts or hospitality may be perceived or interpreted as attempts by the Associated Persons to obtain or receive favourable business treatment for personal benefits and to avoid the perception of improper influence on the decision making of the recipient. Hence, the intention behind the gifts or hospitality should always be considered.

Associated Persons shall ensure that all gifts, entertainment, hospitality and travel made are legal and ethical under local laws and practices, and that such expenses incurred are made in accordance with the Company’s approval mandate.

To avoid the reality, the appearance that business judgement may be improperly influenced or compromised and to protect the staff from any perception of improper conduct or conflicts of interest, employees should observe the following guidelines when deciding whether or not to accept gifts.

Gifts valued at Ringgit Malaysia RM500.00 and above, regardless an individual item or accumulated in value, are expected to be declared.

Where circumstances make it impossible, difficult or impractical to reject gift or where the rejection of the gift may affect the relationship with the customers or business associates (other than cash or cash equivalent) or rejecting them is deemed as offensive given the local custom, you may accept the gift(s). If accepted, it is deemed to have been accepted on behalf of the Company and become the property of the Company. The use of the gift is to be determined by the Director.

Consumables like food gifts and hampers at nominal value will not need to be declared but instead be shared within the company staff.

Associated Persons should obtain approval from his or her supervisor for business entertainment extended. As a guide, business meals are acceptable.

Business entertainment that might compromise the Associated Persons ability to or appear to hinder his or her duties in a professional manner should not be accepted. The following deemed inappropriate:

1. a) Overseas trips in the form of paid holidays or holiday incentives;
2. b) Accepting invites or tickets by the employee when the prospective host will not be present at the event with the employee.

If there are doubts as to whether business entertainment might create the appearance of any conflict or impropriety, these situations can be referred to department head and Director.

Business entertainment valued at Ringgit Malaysia RM500.00 and above, is expected to be declared.

Facilitation Payments and Kickbacks

The Company does not accept and will not make any form of facilitation payments of any nature. We recognise that facilitation payments are a form of bribery that involves expediting or facilitating the performance of a public official for a routine governmental action. We recognise that they tend to be made by low level officials with the intention of securing or speeding up the performance of a certain duty or action.

The Company does not allow kickbacks to be made or accepted. We recognise that kickbacks are typically made in exchange for a business favour or advantage.

Political Contributions

The Company will not make donations, whether in cash, kind or by any other means, to support any political parties or candidates. We recognise this may be perceived as an attempt to gain an improper business advantage.

Charitable Contributions

Charitable support and donations are acceptable (and indeed are encouraged), whether of in- kind services, knowledge, time, or direct financial contributions. However, Associated Persons must be careful to ensure that charitable contributions are not used as a scheme to conceal bribery.  No donation can be offered or made without the prior approval of the director.

Employee Responsibilities

As an employee of the Company, you must ensure that you read, understand and comply with the information contained within this Policy, and with any training or other anti-bribery and corruption information you are given from time to time.

Employee’s that are assigned to support client companies projects shall comply with the Company’s Policy along with any related Anti Bribery and Corruption Policies of the client companies.

All employees and those under our control are equally responsible for the prevention, detection and reporting of bribery and other forms of corruption. They are required to avoid any activities that could lead to, or imply, a breach of this Policy.

If you have reasons to believe or suspect that an instance of bribery or corruption has occurred or will occur in the future that breaches this Policy, you must Report as per clause 12. .

If any employee breaches this Policy, the employee will face disciplinary action and could face dismissal for gross misconduct. The Company has the right to terminate a contractual relationship with an employee if the employee breaches this Policy. Further legal action may also be taken in the event that the Company’s interests have been harmed as a result of non-compliance.

Reporting

First Step

Employees who wishes to raise a concern or report a violation of the Policy is encouraged to first discuss the matter with their immediate superior.

Next Step

If notifying the immediate superior is not possible or inappropriate for any reason, or not in the best interest of the Company, then the Employees may raise his / her concern with Human Resource Department or Director.

However, malicious and false allegations will be viewed seriously and treated as a gross misconduct and if proven, may lead to dismissal. Making a false report may result in the reporting individual being held personally liable for damages by anyone who may have been affected by the false disclosure.

Third Parties may report any violations or suspected violations to the policy to the Human Resource Department or Director.

Protection

If an Associated Persons encounters any form of bribery or corruption, he / she has a duty to disclose or report such acts to the Company. For concerns that are raised in good faith i.e. with no malicious intentions even if investigation finds that he/she was mistaken , the Group will protect the Associated Persons against detrimental action i.e. against retaliation, punishment and/or unfair treatment (including intimidation, harassment, discrimination, demotion and termination of employment) from his / her superior, head of department/division and other employees as a result of the disclosure.

 

Training and communication

The Company will provide training on this Policy as part of the induction process for all new employees. Employees will also receive regular, relevant training on how to adhere to this Policy.

The Company’s Anti-Bribery and Corruption Policy and zero-tolerance stance shall be clearly communicated to all suppliers, contractors, business partners and any third parties at the outset of business relations, and as appropriate thereafter.

Record keeping

The Company will keep detailed and accurate financial records, and will have appropriate internal controls in place to act as evidence for all payments made. We will declare and keep a written record of the amount and reason for hospitality or gifts accepted and given and understand that gifts are subjected to Management’s review and approval.

Monitoring, reviewing and enforcement

The Company is committed to continually improving its Policy and to develop further integrity measures and enhance its anti-Bribery and anti-corruption procedures.

This Policy does not form part of an employee’s contract of employment and the Company may amend it at any time so as to improve its effectiveness at combatting bribery and corruption.

Any employee of the Company or Associated Persons, if found guilty of an act of bribery or corruption in breach of this Policy, shall be dealt with according to the Company’s disciplinary measures.