Anti-Bribery and Corruption Policy

This policy is drafted based on the Guidelines on Adequate Procedures pursuant to subsection (5) of section 17A under the Malaysian Anti-Corruption Commission Act 2009 (Amendment 2018).

Background

Oriental Holdings Berhad and its subsidiaries (“OHB Group”, the “Group” or the “Company”) is committed and place the highest priority in conducting business with integrity and fully supports the National Integrity Plan, which advocates good corporate governance, business ethics and corporate social responsibility.

OHB Group has adopted a zero-tolerance policy against all forms of bribery and corruption. Any violation of this Policy will be regarded as a serious matter by the Group.

Covered Persons under this Policy include Directors, Officers, Senior Management and employees of the OHB Group. For the purpose of this document, the term “employees” includes any person who is employed full time, on probation, contractually or temporarily by OHB Group.

Although the Anti-Bribery and Corruption Policy (“ABC Policy”) is specifically written for OHB Group Covered Persons, OHB expects that contractors, sub-contractors, consultants, agents, representatives and others performing work or services for or on behalf of OHB Group will comply with it in relevant part when performing such work or services.

 

Definitions

A “bribe” or a “gratification” is any gift, payment, benefit or other advantage, pecuniary or otherwise, offered, given, or received in order to secure an undue or improper result, award, decision, benefit or advantage of any kind. A bribe need not involve cash or another financial asset, it can be any kind of advantage, including the unpaid use of corporate services or property, loan guarantees or the provision of employment to the family or friends of people with whom OHB Group deals.

“Corruption” is the act of giving or receiving of any gratification or reward in the form of cash or in- kind of high value for performing a task in relation to his/her job description.

 

PRINCIPLE 1: TOP LEVEL COMMITMENT

Policy Principles

OHB Group believes that honesty and integrity provide the best foundations and is committed to the highest standards of ethical and moral practice. Integrity is a commitment to always doing what is right and preventing wrong-doing when Covered Persons encounter it. Commitment comes from top down, with the Board of Directors is ultimately having oversight responsibility for the implementation of Anti-Bribery and Corruption Policy.

 

Gift, Entertainment, Travel and Hospitality Policy

Covered Persons are expected to exercise proper judgment in handling gift activities and behave in a manner consistent with the general principles set out below:

● Conscientiously maintain the highest degree of integrity;

● Always exercise proper care and judgment;

● Avoid conflicts of interest;

● Refrain from taking advantage of your position or exercising your authority to further your own personal interest at the expense of OHB, and

● Comply with applicable laws, regulations and OHB policies and procedures.

Covered Persons are expected to comply with the Group’s Gift and Entertainment Policy for receiving and accepting of gift, entertainment, travel and hospitality.

 

Donation and Sponsorship Policy

Covered Persons must ensure that all donations and sponsorships on behalf of the Group are given through legal and proper channels. Particular care must be taken in ensuring that the charities or sponsored organisations on the receiving end are valid bodies and are able to manage the funds properly.

Covered Persons are expected to comply with the Group’s Donation and Sponsorship Policy for provision of donation and sponsorship.

 

PRINCIPLE II: RISK ASSESSMENT

Corruption risk assessment should form the basis of the Group’s anti-corruption efforts. As such, OHB Group is committed to conduct corruption risk assessments periodically and 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 organisation. This risk assessment should be used to establish appropriate processes, systems and controls approved by the Board of Directors to mitigate the specific corruption risks the business is exposed to.

 

PRINCIPLE III: UNDERTAKE CONTROL MEASURES

OHB Group is committed to implementing appropriate controls and contingency measures that are reasonable and proportionate to the nature and size of the organization. These measures aim to address any corruption risks stemming from weaknesses in the organization’s governance framework, processes, and procedures.

 

Procurement Process

The Group has procurement processes in place and adheres to the system of internal controls around supplier selection. Supplier selection should never be based on receipt of a gift, hospitality or payment. When supplier selection is formal, structured invitation for the supply of goods and services (often called a “tender”), it is most important that the Covered Persons maintain documentation supporting the internal controls.

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

Due diligence of new suppliers in supplier selection should include elements of corruption risk assessment.

It is mandatory for all active suppliers to complete the declaration of supplier Code of Conduct. Failure to obtain the declaration from supplier must be supported by valid reason and follow-up procedures.

 

Facilitation Payments

Covered Persons are prohibited from, directly or indirectly, accepting or obtaining or attempting to accept or obtain or provide facilitation payments from any person for themselves or for any other persons.

 

Dealing with Public Officials

Caution must be exercised when dealing with Public Officials as the laws of bribery and corruption in some countries are more stringent with stricter punishments.

Providing gift, entertainment or corporate hospitality to Public Officials or their family/ household members is generally considered a ‘red flag’ situation in most jurisdictions.

 

Political Contributions

The Group may, in very limited circumstances, make political contributions in countries where such contributions are permitted under the law.

 

PRINCIPLE IV: SYSTEMATIC REVIEW, MONITORING AND ENFORCEMENT

Systematic Review and Monitoring

OHB Group is committed to regularly review the performance, efficiency, and effectiveness of the anti-corruption program to ensure its enforcement. These reviews can be conducted through internal audits or by external parties.

 

Protection & Reporting Violations

OHB Group practices an open-door policy and encourages all Covered Persons to raise concerns about any issue or suspicion of malpractice at the earliest stage. Any of the following persons can make a disclosure:

● stakeholders of the OHB Group, including employees employed full time, on probation, contractually or temporarily by OHB Group;

● people performing services on behalf of OHB Group, including contractors and service providers; and

● members of the public who are natural persons, not being incorporated or unincorporated bodies.

The Group will ensure that all cases of suspected bribery are dealt with consistently and whether or not an investigation shows bribery exists, there will be no retaliation against or adverse consequences for the person reporting the possible case of bribery in good faith. Further, no employee will suffer any retaliation or adverse consequences for refusing to pay a bribe.

Any reports of bribery or corrupt practices can be made to any of the Designated Officers as stated in OHB Group’s Whistle Blowing Policy:

 

Officer 1         : Chairman of Audit Committee

Officer 2         : Head of Internal Audit

Email               : whistleblower@ohb.com.my

Mail                 : Level 16, Unit 16D, Wisma Boon Siew, No. 1 Jalan Penang, 10000 Penang.

 

Enforcement and Consequences of a breach

Breach of this Policy by any Covered Person and/ or Contracted Third Parties will be regarded as serious misconduct. Covered Persons and/ or Contracted Third Parties may be subject to disciplinary action, which may include termination of employment. In addition to breaching this Policy, Covered Persons and/ or Contracted Third Parties may be exposed to personal liability or criminal liability at law if they engaged in any Improper Acts that are illegal.

Any conduct which is not in accordance with the principles set out in this Policy and Guidelines will be dealt according to applicable local laws.

 

PRINCIPLE V: TRAINING AND COMMUNICATION

Communication and guidance to subsidiaries

Briefing on any updates to this Policy and Guidelines and annual anti-corruption training shall be conducted for all subsidiaries. Thereafter, post-training assessment shall be conducted to identify gaps in all Covered Persons’ comprehension of anti-corruption matters and the areas needed for additional clarification or training.

 

Administration

This Policy and its relevant procedures will be reviewed at least once in three years and revised as needed. Any amendments to this Policy must be approved by the Board of OHB.