1.0 INTRODUCTION
1.1 Contraves Group of Companies (hereinafter “Contraves”) observes and upholds a zero-tolerance position on bribery and corruption, and is committed to implementing guidelines and enforcing systems to ensure that corruption and bribery are prevented and avoided at all levels of Contraves’ daily operations. This position is to reflect our core values of integrity and ethics where we practise transparency and governance in our business dealings and relationships with Third Parties and acting with professionalism and sound business management.
1.2 This Anti-Bribery and Corruption, and Anti-Money Laundering Policy (“ABC & AML Policy”) exists to set out the responsibilities of Contraves and those who have business dealings or relationships with Contraves in observing and upholding our zero-tolerance policy on corruption and Bribery.
1.3 It acts as a source of information and guidance for all Third Parties, and is intended to help them recognise and deal with Bribery and corruption issues, as well as understand their responsibilities in this context.
2.0 SCOPE
2.1 Malaysian Anti-Corruption Commission Act 2009 (“MACC”), Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (AMLATFA), and Contraves’ ABC & AML Policy are applicable at all times to all Third Parties as defined in Item 3 Clause 3.0 (Definitions) below and also in dealings with government officials and/or other representatives (“Third Parties”) acting on behalf of the entity under a contract for service or is engaged by Contraves for any business related activity, whether formally and informally.
2.2 By having business dealings or relationship with Contraves, the Counterparty shares the responsibility to prevent bribery and corruption. They are expected to:
(a) Read and understand the content of this ABC & AML Policy;
(b) Ensure that their personnel understand the content, scope and importance of this ABC & AML Policy;
(c) Contact Contraves Corporate Governance department for clarifications or further guidance, if required;
(d) Comply with their obligations under this ABC & AML Policy; and
(e) Report any action that they believe violates Contraves’ ABC & AML Policy to Contraves as prescribed in Clause 9.0 below.
3.0 DEFINITION
3.1 “Bribery” means a bribe(s) that occurs when one person(s) give(s), offer(s), pay(s), seek(s) or accept(s) a payment(s), gift(s), favour(s) and/or a financial and/or any other advantage(s) from another to directly or indirectly influence a business outcome improperly, to induce or reward improper conduct or to gain any commercial, contractual, regulatory or personal advantage.
3.2 “Contraves” means all legal entities of Contraves Group of Companies or associate company where Contraves has the management control. The expression “Contraves” is used where references are made to Contraves Group of Companies in general.
3.3 “Counterparty/Third Parties” means and includes any individual or entities (including their Personnel) performing work or services for or on behalf of Contraves, including but not limited to our suppliers, consultants, vendors, service providers, contractors, sub-contractors, real estate agents, external lawyers/solicitors, trainees, seconded staff from external parties, interns, agents, sponsors, business partners or any other person associated with us, or any of our subsidiaries or joint ventures or their employees, wherever they are located.
3.4 “Donation” means a voluntary contribution in the form of monetary or non-monetary gifts to a fund or cause for which no return service or payment is expected or made. Contributions to industry associations or fees for memberships in organisations that serve business interests are not necessarily considered Donations.
3.5 “Facilitation Payments” means a form of Bribery in which payments of “anything of value” are made with the purpose of expediting or facilitating the performance by a Public Official or a person with a certifying function of a routine governmental action to obtain or retain business or any other undue advantage.
3.6 “Gifts, Invitations & Hospitality” means gifts or customary tokens of appreciation, invitations and/or meals and entertainment that are given or received in relation to social functions, sporting events, etc.
3.7 “Kickback” means a bribe to obtain an undue advantage where a portion of the undue advantage is 'kicked backed' to the person who gave or is supposed to give the undue advantage.
3.8 “Money Laundering” means a process of introducing money, property or other assets derived from illegal and criminal activities into the legal financial and business cycle to give it a legitimate appearance. It is a process to clean ‘dirty’ money in order to disguise its criminal origin. Money Laundering is an offence under the AMLATFA.
3.9 “Public Official” means officials or employees of any government or other public body, agency or legal entity, at any level, including officers or employees of state-owned enterprises and officers or employees of enterprises which are mandated by a public body or a state-owned enterprise to administrate public functions.
3.10 “Sponsorship” means partnering with external organisations to deliver mutual benefits through an exchange of monies, products, services, content or other intellectual property.
4.0 POLICY
4.1 Due Diligence
In order to ensure Contraves is undertaking business with Third Parties that share the same standard of integrity and ethical business practice as Contraves, we may need to perform the following but not limited to:
(i) Perform due diligence and assess the prospective Third Party’s reputation and qualifications with the focus on its integrity prior to entering into a business dealing with the said Third Party.
(ii) Due diligence may be conducted in numerous ways, including but not limited to:
(a) Document verification
(b) Background check
(c) Online / Web search
(d) Interview
(e) Questionnaire
(f) Screening tools such as CCRIS, CTOS
(g) Government and/or Judicial database
(iii) Where required, due diligence is to be performed by the Person-in-Charge (“PIC”) of the respective department that deals with the Third Party.
4.1.1 Frequency of conducting due diligence may occur in the following events:
(a) Prior to first time engagement and/or project commencement;
(b) Renewal of contracts;
(c) Performance evaluation;
(d) Incidents of misconduct; and
(e) Changes in circumstances
4.2 Applicable laws
All Third Parties must be aware of and agree to comply with MACC Act 2009, any applicable anti-bribery or anti-corruption legislation, by-laws, rules and regulations as may be imposed by the relevant authorities and/or internal policies, the AMLATFA, and this ABC & AML Policy.
5.0 GOVERNMENT AND OTHER PUBLIC PARTIES
5.1 Contraves prohibits any payment improperly offered or provided to influence or induced any act or decision of government officials or to secure any improper advantage, and we expect the Counterparty to do the same. The Counterparty must not make any payments directly to a government official in exchange of a favourable action on behalf of the Counterparty or Contraves.
6.0 GIFTS, HOSPITALITY, CHARITABLE, POLITICAL AND RELIGIOUS CONTRIBUTIONS
6.1 Contraves does not make or offer any contributions to any political/religious party, political/religious officials or candidates for political office and will not reimburse anyone in any way or form for making a political/religious contribution. The Counterparty is not allowed to make a political/religious contribution on our behalf or for our benefit to obtain or retain business. Lavish or unreasonable Gifts, Hospitality or contributions, whether these are given or received, are considered unacceptable if they can create an impression that they are given or received to obtain or receive favourable business treatment. Like our personnel, the Counterparty must never give or offer a charitable contributions or Gifts in order to influence or induce an act or decision by a government official or Third Party, or to secure an improper business advantage for Contraves.
6.2 Contraves adopts a “No Gift” Policy. Employees and directors, their family/household or Third Parties acting for or on behalf of Contraves are prohibited from receiving or providing Gifts except where permissible as stated in Clause 6.3.
6.3 The giving and receiving of Gifts between Contraves and Third Parties are only permitted in the following situations:
(a) Exchange of Gifts at company-to-company level (e.g., Gifts exchanged between companies as part of an official company visit/courtesy call and thereafter, the said Gift is treated as company property); and
(b) Token Gifts of nominal value normally bearing company’s logo and deemed as part of the company’s brand-building or promotional activities.
7.0 FACILITATION PAYMENTS AND KICKBACKS
7.1 Contraves does not allow the making of Facilitation Payments. We do not make and will not accept Facilitation Payments or Kickbacks of any kind anywhere in the world.
7.2 Where the Facilitation Payment is being extorted or the Third Party is being coerced to pay it, it must be reported to Contraves as soon as possible.
7.3 Any Third Party with any suspicion, concern or query regarding a Facilitation Payment made on Contraves’ behalf or involve improper business practices, shall immediately report the matter to Contraves using the channel prescribed in Clause 9.0 below.
8.0 MONEY LAUNDERING
8.1 The process of money laundering comprises three stages, during which there may be numerous transactions that could alert a business unit (especially a reporting institution) to the money laundering activities. These stages are:
(a) Placement: The physical disposal of proceeds/benefits of unlawful activities by introducing illegal funds (generally in the form of cash) into the financial system;
(b) Layering: The separation of the illicit proceeds/benefits of unlawful activities from their source by creating layers of financial transactions designed to disguise the audit trail; and
(c) Integration: Placement of laundered funds back into the economy so that they re-enter the financial system appearing to be legitimate funds.
8.2 Contraves strongly objects to all practices related to money laundering including dealing in the proceeds of criminal activities and terrorism financing. As a general rule, reasonable degree of due diligence must be carried out in order to understand the business and background of any prospective customer, vendor, third party or business partner that intends to do business with Contraves to determine the origin and destination of money or assets involved. Any suspected activities relating to money laundering or terrorism financing should be reported immediately to Bank Negara Malaysia and the relevant authorities.
8.3 Contraves prohibits all involvement in money laundering activities and terrorism financing either directly or indirectly.
Such activities may include, but not limited to the following:
(a) Payment/s made in currencies that differ from that stated in the relevant invoice(s);
(b) Attempt(s) to make payment(s) in cash or cash equivalent(s) (out of normal legitimate business practice); and
(c) Any form(s) of payment(s) made by a third party(ies) and/or from the account(s) of a third party(ies) that is/are not a party(ies) to the relevant contractual relationship.
9.0 REPORTING ON CONCERN OR WHISTLEBLOWING
9.1 Any party who encounters actual or suspected violation of this ABC & AML Policy is required to report their concerns using the channel below:
Email:
General Line: +6 03 8311 1000 (Mondays to Fridays excluding public holidays)
Contact Persons: Corporate Governance or Human Resources Department
Contactable Hours: Working days, 9:30 a.m. - 5:30 p.m. *
9.2 At minimum, the whistleblowing report must contain the following disclosures:
i. Description of the misconduct and how it was discovered;
ii. Identity of the person(s) committing the alleged wrongdoing; and
iii. Clear and unfabricated evidence in support of the allegation. (It is highly recommended to attach relevant documents, files, videos and/or photos with date and time as evidence to support the whistleblowing report).
9.3 A whistleblower may choose to share his/her personal details, or opt for anonymity. However, the contact details (email address and contact number) are required in order for the Whistleblowing Committee to reach out to the whistleblower.
9.4 All Information provided by the whistleblower shall be kept strictly confidential.
10.0 PROTECTION
10.1 Third Parties who refuse to take part in any act of bribery and who report in good faith under this policy their suspicion that an actual or potential bribery or other corruption offence has taken place or may take place in the future, will be protected from detrimental treatment. Detrimental treatment includes cancellation of the contract awarded by Contraves and retaliation.
Effective 1 November 2023
On behalf of CONTRAVES ADVANCED DEVICES SDN BHDCHIEF EXECUTIVE OFFICER