ANTI-CORRUPTION AND BRIBERY POLICY AND PROCEDURES

1. INTRODUCTION

It is Saham Sabah Berhad (SSB) policy to conduct all of its business in an honest and ethical manner. SSB takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships in implementing and enforcing effective systems to counter corruption and bribery.

SSB and its subsidiary companies are committed to complying with all applicable laws in their operations, including, but not limited to the Malaysian Anti-Corruption Commission Act 2009 (Act 694) (“MACC Act 2009”), Malaysian Anti-Corruption Commission (Amendment) Act 2018 (“MACC Amendment Act 2018”) and any other relevant laws, regulations and guidelines with regards to anti-corruption and anti-bribery in Malaysia.

Bribery and corruption are punishable on conviction up to twenty (20) years imprisonment and a fine of not less than ten (10) times the sum or value of the gratification which is subject matter of the offence, where such gratification is capable of being valued or is of pecuniary nature, or one (1) million ringgit, whichever is higher, or both. This will led to damage of the company’s reputation and therefore, SSB take this legal responsibility very seriously.

2. BACKGROUND

This policy is guided by the MACC Act 2009, MACC Amendment Act 2018 and the Guidelines on Adequate Procedures issued by the Global Infrastructure Anti-Corruption Centre (“GIACC”) of the Prime Minister’s Department pursuant to subsection (5) of section 17A of the MACC Act 2009 as stated in the MACC Amendment Act 2018, in which assist companies to have in place adequate procedures as required under the above statutory provision.

3. OBJECTIVE

 This policy sets out responsibilities of SSB’s Board Members, Committee Members and employees (referred to hereafter as “Members”) in observing and upholding SSB’s position on bribery and corruption. This policy also provides information and guidance to Members on how to recognise and deal with bribery and corruption in all its forms and matters that might confront the company in its day to day operations.

4. SCOPE

This policy applies to all Members and third party which includes any individual or organisation that may come into contact with SSB during the course of working with SSB, including existing and potential unitholders, suppliers, business contact, tied agents, advisers, and government and public bodies, which includes their advisors, representatives and officials, politicians and political parties.

5. ANTI-CORRUPTION AND BRIBERY POLICY

Bribery is a specific offence which concerns the practice of offering something, usually money, to gain an illicit advantage. Meanwhile, corruption is an abuse of a position of trust in order to gain an undue advantage. As SSB upholds a zero-tolerance approach to bribery and corruption, all forms of bribery and corruption are prohibited.

It is not acceptable to: –

(a) Give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;

(b) Accept payment from a third party that the Members know or suspect Is offered with the expectation that it will obtain a business advantage for them;

(c) Accept a gift or hospitality from a third party if Members know or suspect that it is offered or provided with an expectation that a business advantage will be provided by SSB in return;

(d) Threaten or retaliate against another worker who has refused to commit a bribery offence or who has raised concerns under this policy; or

(e) Engage in any activity that might lead to breach of this policy.

6. RESPONSIBILITES

6.1     The Board of Directors and Senior Management of SSB are responsible for establishing a zero-tolerance culture towards bribery and corruption and ensure that there is an effective programme that manages any corruptions risk of the company.

6.2    Members are responsible for understanding and complying with this policy and certify in writing that they have read, understood and will abide by this policy. A copy of the declaration shall be documented and retained by the Compliance Department for the duration of their employment.

6.3    The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all Members working for SSB or under its control. Members are required to avoid any activity that might lead to, or suggest, a breach of this policy.

7. RISK ASSESSMENT

Risk assessment serves as a tool to identify weaknesses within the company which may present opportunities for the occurrence of bribery and corruption. The purpose of a risk assessment is to have a systematic approach in identifying the risk of bribery and corruption in order to mitigate the risks SSB is exposed to and as such to developed an effective policies and procedures accordingly.

The Compliance Department is responsible to ensure effective implementation of this programme and conduct the risk assessment periodically as to when there is a change in the law or circumstances of the company’s business activities therefore to identify, analyse, assess and prioritise the internal and external bribery and corruption risks within SSB.

Any findings will be reported to the Audit and Compliance Committee of SSB to be deliberated and to seek guidance on any further actions required to the Board of Directors. Continuous risk assessment will be conducted and any risks identified will be incorporated into SSB’s general risk register to establish proper processes and control to mitigate the risk.

8. UNDERTAKE CONTROL MEASURES

The policies, procedures and controls to mitigate the bribery and corruption risk within SSB was developed as a foundation of the anti-bribery and anti-corruption management framework. SSB takes proper controls and measures in order to address any risks arising from the weaknesses in the framework.

8.1 The Compliance Department

The Compliance Department is responsible to oversee and monitor the implementation of SSB’s Anti-Corruption and Anti-Bribery Programme. The Compliance Department will work closely with relevant departments where bribery and corruption risk are likely to occur in an effort to eradicate any bribery or corruption practices within SSB.

8.2 No Gift Policy

SSB practices a No Gift Policy and encourages the Members to practice ethical behaviours in all their undertakings. Members are required to comply with all aspects of the Company’s Code of Ethic including taking zero tolerance approach to corruption and bribery and ensure that the Company’s “No Gift Policy” is adhered to.

8.3 Due Diligence

SSB will conduct due diligence on any relevant parties or personnel prior to entering into any formalised relationship. Background checks on the person or entity will be performed, verification processes will be documented and interviews will be conducted.

Before commencing business with any third party including the external providers, relevant department who engage or deal with the third party is responsible to ensure that the third party complies with this Policy. The engaging department must conduct proper due diligence on the third party on behalf of SSB to ensure any act of bribery or corruption are prohibited in the course of working with SSB.

The due diligence should not only include measures carried out prior to entering into a relationship but may also involve continued monitoring of associated persons or entities.

8.4 Facilitation Payments

Members are required to avoid any activity that may lead to any facilitation payments being made or accepted. SSB adopts a zero-tolerance approach of disallowing the use of facilitation payments in its business.

9. SYSTEMATIC REVIEW, MONITORING AND ENFORCEMENT

SSB will ensure that regular reviews are conducted to assess the performance, efficiency and effectiveness of the anti-corruption and bribery programme, and ensure the programme is enforced. The reviews shall form the basis of any efforts to improve the existing anti-corruption and bribery controls in SSB.

10. AWARENESS AND TRAINING
10.1  Awareness

SSB disseminate the anti-corruption and bribery policy to all Members and third parties. Memo shall be issued to inform on the latest updates or changes pertaining to the anti-corruption information.

10.2 Training

SSB shall conduct training and seminars for all Members to refresh awareness in relation to anti-corruption, bribery, integrity and ethics. Members are required to undergo training to enhance their skills in dealing with any corruption or bribery situations they may encounter. Management may at any time provide further training to Members whose possess higher exposure to corruption and bribery due to their position within the company.

11. BREACH OF POLICY

 11.1     Any employee who breaches this policy will face disciplinary actions which could result in dismissal for misconduct. SSB reserve the right to terminate its contractual relationship if they breach this policy.

11.2     For external parties, non-compliance may lead to penalties including termination of contract and further legal action may also be taken in the event that SSB interests have been harmed.

12. REPORTING

Members must immediately report if they believe or suspect that a conflict with this policy has occurred, or may occur in the future. For example, if a client or potential client offers Members something to gain a business advantage with SSB, or indicates to Members that a gift or payment is required to secure the business.

WHISTLE-BLOWER POLICY AND PROCEDURES

This policy encourage SSB’s Board members, Committee members and employees (referred to hereafter as “Members”) who may have concerns about improper conduct of the members and any other person providing services to SSB, including consultants, vendors, independent contractors, external agencies and/or any other parties with a business relationship with SSB, to disclose any allegations of malpractice, in good faith, in confidence and without fear of detrimental action.

Disclosures made under this Policy shall at least contain a brief summary of the allegation, names of possible individuals involved or witnesses to the incidence(s) in question, date(s), place(s) and other relevant information. Those who wish to report may disclose their personal details: Name, NRIC No. and Contact Details- Mobile/Home or choose to remain anonymous.

Any wrongdoings or improper conduct should be disclosed via the reporting channels as follows:-

  1. A formal disclosure must be made in the strictest confidence either orally or in writing. To make a disclosure by way of a letter, such letter must be properly sealed in an envelope labelled “PRIVATE AND CONFIDENTIAL” on the top left corner of the envelope to ensure that no one else except the addressee can open it. It must be delivered by either by hand or mail to:-

Head of Compliance

Saham Sabah Berhad

Suite 1-9-W2,W3 & W4, 9th Floor, CPS Tower,

Centre Point Sabah, No.1, Jalan Centre Point,

88000 Kota Kinabalu, Sabah

Locked Bag 2071, 88999 Kota Kinabalu,Sabah

OR

2) Email to the following email address:-

Head of Compliance,

[email protected]

Under the provisions of the Whistleblower Protection Act, the whistleblower will have confidentiality of immunity from civil and criminal action, as well as other detrimental action. In making the report in good faith, SSB will ensure that there is no retaliation against them for making such reports.