ANTI BRIBERY & CORRUPTION POLICY
Parlo Berhad (“Parlo”) and its subsidiaries (collectively referred to as the “Group”) conduct its business in a legal and ethical manner. The Group requires all employees (including full time, probationary, contract and temporary staff) (“Employees”) and Directors of the Group to be committed to acting professionally and with integrity in their business dealings.
The Group will take reasonable and appropriate measures to ensure that its businesses do not participate in corrupt activities for its advantage or benefit. This Anti-Bribery and Corruption Policy (“Policy”) sets out the parameters to prevent the occurrence of bribery and corrupt practices in relation to the businesses of the Group. This Policy is supplemental to and shall be read in conjunction with the Code of Ethics and Conduct of Parlo.
The following definitions are included in this Policy: -
Bribery is defined as any action which would be considered as an offence of giving or receiving ‘gratification’ under Malaysian Anti-Corruption Commission Act 2009 (“MACCA”). In practice, this means offering, giving, receiving or soliciting something of value to illicitly influence the decisions or actions of a person a position of trust within an organisation.
‘Gratification’ is defined in the MACCA 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).
Bribery may be ‘outbound’, where someone acting on behalf of the Group 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 the Group such as a decision-maker or someone with access to confidential information. Bribery and corruption are closely related. However, corruption has a wider remit. See ‘Corruption’ definition below.
An external party with whom the organisation has, or plans to establish, some form of business relationship. This primarily include Counterparties and Business Partners, i.e. clients, customers, joint ventures, joint venture partners, consortium partners, outsourcing providers, contractors, consultants, subcontractors, suppliers, vendors, advisers, agents, distributors, representatives, intermediaries and investors (ISO 37001 definition).
The Transparency International definition of corruption is ‘the abuse of entrusted power for personal gain.’
For the purpose of this Policy, corruption, is defined primarily as any action which would be considered as an offence of giving or receiving ‘gratification’ under the MACCA (‘Bribery’ as defined above).
In addition, corruption may also include acts of extortion, collusion, breach of trust, abuse of power, trading under influence, embezzlement, fraud or money laundering.
Donations and Sponsorship
Charitable contributions and sponsorship payment made to support the community.
Directors include all independent and non-independent directors, executive and non-executive directors of the Group and shall also include alternate or substitute directors.
A staff position identified as vulnerable to bribery through a risk assessment. Such positions may include but is not limited to 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 the company has identified as vulnerable to bribery.
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.
Something given from one organisation to another, with the appointed representatives of each organisation giving and accepting the gift. Corporate gifts may also be promotional items given out equally to the general public at events, trade shows and exhibitions as a part of building the company’s brand. The gifts are given transparently and openly, with the implicit or explicit approval of all parties involved. Corporate gifts normally bear the company name and logo and are of nominal value. Examples of corporate gifts include items such as diaries, table calendars, pens, notepads, plaques, and festive gifts such as hampers, oranges and dates.
Something given from one individual to another, with the intention of creating or enhancing a personal relationship. The gifts are given in a private setting, without the knowledge or approval of the company management of one or both parties. Personal gifts may include cash, cash equivalents such as credit cards, bitcoin or savings accounts, electronic items, watches, luxury pens, property, vehicles, free fares, shares, interest free loans, lottery tickets, travel facilities, entertainment, services, club memberships, any forms of discount or commission, jewelleries, decorations, souvenirs, vouchers or any other valuable items.
All individuals directly contracted to the Group on an employment basis, including permanent and temporary employees and Directors.
The objective of this Policy is to provide information and guidance to the Directors and Employees on standards of behaviour to which they must adhere to and how to recognise as well as deal with bribery and corruption. This Policy is not intended to be exhaustive, and there may be additional obligations that Directors and Employees are expected to adhere to or comply with when performing their duties. For all intents and purposes, the Directors and Employees shall always observe and ensure compliance with all applicable laws, rules and regulations to which they are bound to observe in the performance of their duties.
This Policy is applicable to all Directors and Employees of the Group. Each Employee has a duty to read and understand the Policy. Violation of any of the Policy’s provisions may result in disciplinary action, including termination of employment.
5. ANTI-BRIBERY AND CORRUPTION POLICY
a) All forms of bribery and corruption are prohibited. The Group upholds a zero-tolerance approach. In addition to bribery, Employees must not participate in any corrupt activity, such as extortion, collusion, breach of trust, abuse of power, trading under influence, embezzlement, fraud or money laundering.
b) Bribery may take the form exchange of money, goods, services, property, privilege, employment position or preferential treatment. Employees shall not therefore, whether directly or indirectly, offer, give, receive or solicit any item of value, in the attempt to illicitly influence the decisions or actions of a person in a position of trust within an organisation, either for the intended benefit the Group or the persons involved in the transaction.
c) This Policy applies equally to its business dealings with commercial (‘private sector’) and government (‘public sector’) entities, and includes interactions with their directors, Employees, agents and other appointed representatives at all levels. Even the perception of bribery is to be avoided.
d) This Policy applies to all countries worldwide, without exception and without regard to regional customs, local practices or competitive conditions.
e) No Employee will suffer demotion, penalty or other adverse consequences for refusing to pay or receive bribes or other illicit behaviour, even if such refusal may result in the company losing business or experiencing a delay in business operations.
f) The Group recognises the value of integrity in its Employees and Directors. The Group’s recruitment, training, performance evaluation, remuneration, recognition and promotion for all Employees, shall be designed to recognise integrity. The Group conducts due diligence on employees who holds or may be holding, Exposed Positions.
g) The Group does not offer employment to prospective Employees in return for previous favour/in exchange of improper favour.
h) The Group awards contracts and employee positions purely based on merits. Support letters in all forms shall not be recognised as part of the business decision making process.
6. GUIDANCE ON COMMON FORMS OF BRIBERY AND CORRUPTION
6.1 Gifts, Entertainment and Travel and Donation and Sponsorship
a) The Group prohibits both the giving and receiving of Gifts, Entertainment and Travel (“GET”) and Donation and Sponsorship (“D&S”) to influence business decisions. Employees must comply with all applicable policies, procedures, laws and regulations related to the use of GET in all countries in which the Group operates.
b) The Group allows appropriate business-related GET. Reasonable GET is acceptable provided that the following guiding Principles are observed:
i. Principle 1: Transparency
- You should be comfortable to disclose to your colleagues the GET and D&S that you offered/received.
ii. Principle 2: Recipients
- You should only offer/accept GET and D&S to/from those who will not put you in a position of conflict.
iii. Principle 3: Ability to Influence
- The GET and D&S must not be offered/accepted when there is a pending business decision.
iv. Principle 4: Value
- The GET and D&S must be modest and must not be so frequent as to place the recipient under an obligation.
v. Principle 5: Purpose
- The intention behind the GET and D&S must not be interpreted as to gain unmerited advantage
c) Where possible, Employees should avoid from offering and/or accepting GET and D&S to/ from government officials. If a gift is deemed appropriate, a Corporate Gift for a specific purpose is encouraged as opposed to a Personal Gift. GET must be reasonable and proportionate to the income of the Government official such that the no obligation is created by the provision of the hospitality resulting in a decision to the advantage of the business. All offers and acceptance of GET and D&S involving government officials must be approved by the relevant decision-makers according to their Delegated Authority of Limits (“DALs”). The GET and D&S must also be declared in the register.
d) D&S are permitted provided that the DALs are observed.
e) In respect of political contributions, funds or resources of the Group must not be used to make any direct or indirect political contributions on behalf of the Group without approval from the Board. Any appearance of making such contributions or expenditure to any political party, candidate or campaign, must also be avoided.
f) Donations in the form of charity may be permissible depending on the circumstance but should be made directly to an official entity and be able to be disclosed publicly when required to.
g) Discounts, provisions of free products and services, provision of vehicles at discounted or zero cost rates, servicing and other provisions are not permitted in exchange for undue influence.
6.2 Facilitation payments
a) The Group adopts a strict stance that disallows facilitation payments.
b) Employees are expected to notify their immediate superior when encountered with any requests for a facilitation payment. In addition, if a payment has been made and Employees are unsure of the nature, their immediate superior must be immediately notified and consulted. They must also ensure that the payment has been recorded transparently.
c) The Group equally uphold the safety of all Employees as priority. In the event that an Employee’s safety is at stake, a facilitation payment to protect the Employee is permitted if: -
(i) that is the immediate available recourse to protect the safety of the Employee;
(ii) the Group Chief Executive Officer’s approval has been obtained; or, payment under the state of emergency had been undertaken, after which the Group Chief Executive Officer’s approval must be retrospectively obtained as soon as possible.
6.3 Business Associates
a) As part of the Group’s commitment to combat bribery, the Group expects all Business Associates to refrain from bribery.
b) If suspicion of bribery and corruption arises in the dealings with any Business Associate, the Group shall seek an alternative provider of the services / goods.
c) The Group expects all Business Associates acting on behalf the Group to contractually agree to refrain from bribery and corruption, and to adhere to the Group’s Policy.
d) If the Group is not satisfied that bribery and corruption prevention has been upheld, due diligence shall be undertaken with regards to any Business Associate intending to act on the Group’s behalf.
e) The extent of the due diligence should be risk-based and shall include a bribery risk assessment. Due diligence may include a search through relevant databases, checking for relationships with public officials, and documenting the reasons for choosing one particular Business Associate over another.
f) The Group shall endeavour to include clauses in all contracts enabling the Group to terminate any contract in which bribery or corruption has been observed.
g) The Group strives to build and strengthen its relationships with Business Associates. In ensuring that the Business Associate adhere to industry best practice and accepted standards of behaviour, Business Associates may be required to complete the Parlo Business Partner Compliance Verification or the Mutual Recognition form, where deemed necessary based on circumstantial requirements.
h) Guidance and standards for appropriate practices and behaviours are expected to also be regulated to prevent corrupt practices.
7. RESPONSIBILITIES OF EMPLOYEES
a) Employees are responsible for understanding and complying with this Policy. In particular, the role of all Employees includes the following:
i. Be familiar with applicable requirements and directives of the Policy and communicate them to subordinates;
ii. Promptly record all transactions and payments accurately and in reasonable detail;
iii. Always raise suspicious transactions to immediate superiors for guidance on next course of action;
iv. Promptly report violations or suspected violations through appropriate channels;
It is important that proper and complete records be maintained of all payments made to third parties in the usual course of business as these would serve as evidence that such payments were bona fide, and not linked to corrupt and/or unethical conduct. All accounts, invoices, documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with accuracy and completeness. Employees must declare all hospitality or gifts accepted or offered and submit details to the person in-charge who is assigned by the respective Department for recording into a register which will be subject to internal audit review. Employees must also ensure that all expense claims relating to hospitality, gifts or expenses incurred to third parties are approved by the Head of Department and must be specifically recorded the reason for such expenditure.
9. COMPLIANCE TO THE LAW
The Group will comply with all applicable laws, rules and regulations of the governments, commissions and exchanges in jurisdictions within which the Group operates. Directors and Employees are expected to understand and comply with the Malaysian Anti-Corruption Commission Act 2009 (including any amendment thereof). The Group reserves the right to report any actions or activities suspected of being criminal in nature to the police or other relevant authorities.
10. REPORTING OF VIOLATIONS OF THE POLICY
Any Employee who knows of, or suspects, a violation of the Policy, is encouraged to whistle blow or report the concerns through the mechanism set out under the Group’s Whistle Blowing Policy. The provision, protection and procedure of the Whistle Blowing Policy for reporting of the violations of the Policy are available on the Parlo website at www.parlogroup.com. No individual will be discriminated against or suffer any sort or manner of retaliation for raising genuine concerns or reporting in good faith on violations or suspected violations of the Policy. All reports will be treated confidentially.
11. REVIEW OF THE POLICY
The Board will monitor compliance with the Policy and review the Policy regularly to ensure that it continues to remain relevant and appropriate.