IntroductionPesona Metro Holdings Berhad and its subsidiaries ("the Group") is committed to conduct business in an ethical, transparent, and honest manner. The Group:
- takes a zero-tolerance approach to bribery and corruption;
- is committed to act professionally, fairly and with integrity in all business dealings;
- shall abide with all applicable laws and regulations in wherever jurisdiction we operate, including compliance with the Guidelines on Adequate Procedures pursuant to Subsection (5) of Section 17A under the Malaysian Anti-Corruption Commission (Amendment) Act 2018; and
- to implement and enforce effective systems to counter bribery and corruption.
ObjectivesThe objectives of this Anti-Bribery and Corruption Policy ("Policy") are:
- to set out responsibilities of the Group, those working for or with the Group in observing and upholding the Group’s position on bribery and corruption.
- to ensure that the Group has adequate procedures in place to prevent and detect bribery and corruption.
- to foster the growth of a corruption free business environment.
- to provide information and guidance to those working for or with the Group in identifying and dealing with potential bribery and corruption issues.
- to protect the Group against any possible penalty and repercussion resulting from acts of bribery and corruption or being associated with such behaviour.
Scopes and ApplicabilityThis Policy applies to the Group, all its Personnel and Business Associates engaged in activities with the Group.
Definitions"ABMS" means the Group's Anti-Bribery Management System.
"Bribery" means offering, promising, giving, accepting or soliciting of an undue advantage of any value (which could be financial or non-financial), directly or indirectly, and irrespective of location(s), in violation of applicable law, as an inducement or reward for a person acting or refraining from acting in relation to the performance of that person’s duties.
"Business Associates" as stated in the ISO 37001:2016 Anti-Bribery Management Systems refers to any individual or organisation comes into contact with during the course of work, which includes actual and potential clients, vendors, contractors, sub-contractors, consultants, agents, joint venture partners and government/public bodies, including their advisors, representatives, officials, politicians and political parties
"Corporate Gift" means 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 the Group’s branding efforts. The gifts are given transparently and openly, with the implicit or explicit approval of all parties involved. Corporate gifts normally bear the Group’s name and logo which are of nominal value. Examples of corporate gifts include items such as diaries, table calendars, pens, notepads, plaques, thumb drive, key chain and festive gifts such as hampers, fruits and flowers.
"Corruption" as stated in the Transparency International refers to the abuse of entrusted power for private gain.
"Charitable Donation and Sponsorship" means something of value such as money or goods that is given to help a person or organisation for charity purpose.
"Education Scholarship" means a grant or payment made to support a person’s education and enable them to contribute to the Group with a bond of employment.
"Entertainment and Hospitality" means expenses incurred for provision of food, drink, travel, accommodation or recreation of any kind, by a party to another party.
"Facilitation Payment" as stated in the Transparency International refers to a small bribe, also called a ‘facilitating’, ‘speed’, or ‘grease’ payment, made to secure or expedite the performance of a routine or necessary action to which the payer has legal or other entitlement.
"Management" means the Personnel in supervisory roles.
"Personnel" as stated in the ISO 37001:2016 Anti-Bribery Management Systems refers to any individual in the employment of the Group including but not limited to directors, executives, non-executives, secondees and individuals on direct hire (full and part time for permanent, fixed-term and temporary employment) of any of our subsidiaries, wherever located.
"The Group" means Pesona Metro Holdings Berhad and its subsidiaries.
"The Board" means Board of Directors of Pesona Metro Holdings Berhad.
Compliance with the PolicyEach Personnel and Business Associates of the Group has an obligation to act with integrity and to ensure compliance with the Policy.
Periodic review on the Policy and its procedures will be conducted to ensure compliance from time to time.
When in doubtPersonnel and Business Associates of the Group shall consult with the following person for advice when they are unsure about their obligations under this Policy:
Name: Chong Kien Eng
Designation: Chief Financial Officer
Contact: 03 8941 0818
POLICIES AND PROCEDURES
1. Anti-bribery Compliance FunctionThe Group shall establish and maintain an anti-bribery and corruption compliance function within the Group. This function will be responsible for all anti-corruption compliance matters, including:
- Overseeing the set-up and implementation of an ABMS;
- Providing advice and guidance to Personnel and Business Associates on implementation of ABMS and issues relating to bribery and corruption; and
- Monitoring and reporting the performance of ABMS to the Board on yearly basis.
2. Corruption Risk AssessmentThe Group considers risk assessment as the fundamental to good management practices in preserving the integrity infrastructure for the prevention and detection of bribery and corruption acts. The Group shall conduct risk assessment on yearly basis, with intermittent assessments conducted whenever necessary, to identify the bribery and corruption risks, establish appropriate processes, system and controls to mitigate the specific corruption risks the Group is exposed to.
3. Conflict of InterestConflict of interest may arise where private interests of a Personnel could have potential interference on the objective in carrying out his/her duties or exercising the judgement of the Group. Personnel shall avoid circumstances where a personal relationship and/or personal benefit influences that will impair his/her ability to perform the professional obligations and responsibilities to the Group.
A possible conflict of interest may arise when a Personnel:
- has financial interest and possess controlling rights in a Business Associate or when the Personnel is involved in the Group’s decision making; or
- engages in activities that compete with, or perceived to compete with the Group’s interest; or
- allows business decisions to be influenced, or appear to be influenced, by personal interests.
4. Gifts, Entertainment and Hospitality4.1 Gifts
The Group has adopted a "No Gift" Policy subject to certain exceptions. The Group's Personnel is prohibited from, directly or indirectly, receiving or providing gifts.
The Group requires all its Personnel to abide by this Policy to avoid conflict of interest or the appearance of conflict of interest for either party in ongoing or potential business dealings between the Group and external parties.
However, the Group is aware of the reality of business and commercial practices that exchanging of gifts may be a customary, a tradition or central part of business etiquette in certain cultures; and the provision of modest entertainment and corporate hospitality is a legitimate way to network and building business relationships.
The general principle is to reject or return the gifts politely to the Business Associates. Personnel is allowed to receive or accept the gifts on behalf of the Group with the following exceptions:
- corporate gifts of nominal/appropriate value;
- festive or ceremonial gifts of appropriate value during festive seasons or other ceremonial occasions; and
- gifts presented during invitation to speak at conferences or seminars.
Provision of Gifts
Personnel is prohibited to provide gifts to Business Associates except for gifts given by authorised Personnel. The provision of gifts is only intended for an appreciation or common courtesy associated with festive season or occasion.
Personnel is prohibited to provide gifts with the intention to cause or induce the receiver to improperly or illegally influence business decision-making; or of rewarding an improper act.
Exceptions to the provision of gifts are:
- Gifts of nominal value bearing the Group’s logo that are intended to build the Group’s reputation or for promotional activities.
- Exchange of gifts between companies as part of an official company visit.
- Gifts to external stakeholder in relation to company’s function or event.
4.2 Entertainment and Hospitality
Corporate entertainment and hospitality are generally defined as “corporate events or activities” organised by an organisation which involves the Personnel and third parties for the benefit of that organisation”.
The Group recognises that the occasional acceptance of an appropriate level of entertainment and hospitality provided in the normal course of business is a legitimate contribution to building good business relationships. It is important for all Personnel to exercise due care and judgement before accepting/providing the entertainment and hospitality from/to prevent any allegations of impropriety or undue influence.
The acceptance and provision of corporate entertainment and hospitality (other than refreshments offered in meetings held at business premises) requires prior approval from the respective Head of Department. All Personnel should decline any invitation for entertainment and hospitality should its intent or purpose is an attempt to secure a business advantage or influence a decision-making process.
In cases where the Personnel has any doubt on the appropriateness of any entertainment and hospitality offered by/provided to an external party, the Personnel should consult with the respective Head of Department and the Group’s Managing Director for approval.
5. Donations and Sponsorships5.1 Charitable Donations and Sponsorship
Charitable contributions (i.e. donations or sponsorships in cash, or in kind) shall be given only to legitimate charities for charitable purposes, or for the purpose of community or welfare development.
The Group does not make charitable donation and sponsorship to any political association or parties.
All charitable donations and sponsorships shall be substantiated with proper documents and shall obtain prior approval from the Group’s Managing Director. When in doubt, Personnel shall seek further advice from the Chief Financial Officer.
5.2 Education Scholarship
Education scholarship shall be granted to the shortlisted candidates who fulfilled the criteria pre-determined within the Group. Due diligence and internal assessment shall be performed on all applicants in accordance with the Group’s practices to ensure the unbiased selection of scholarships recipients. The process of selection must be transparent and reasons for selection shall be properly recorded and approved by the Group's Managing Director.
6. Facilitation PaymentsAll Personnel are strictly prohibited to give and accept facilitation payments for expediting or securing an action or approval made in return to the advantage of business. All payment made to or accepted from external parties must be supported with appropriate evidence to avoid violation of this Policy.
However, there are certain situations or circumstances where the Group is faced with having to make facilitation payments in order to protect human’s life, limb or liberty. In such instances, Personnel is allowed to make payment and shall seek approval from the Group’s Managing Director.
7. Due DiligenceThe Group will establish business relationships only with bona fide and reputable external parties. The purpose of carrying out the due diligence procedures are to serve as a guide for the Personnel in deciding whether to continue the relationship with any Business Associates.
The Group's dealings with external parties must be carried out in compliance with all applicable laws and consistent with the values and principles of the Group’s Code of Conduct. As part of this commitment, all forms of bribery and corruption are unacceptable and will not be tolerated.
The scope of due diligence to be performed on Personnel, business associate and third-party organisation and may vary depending upon the circumstances/nature of each proposed transaction. Criteria and results of the due diligence process must be documented as procedures outlined within the Group.
8. Financial and Non-Financial ControlsThe Group adopts segregation of duties for financial and non-financial related job functions. The designated Personnel is assigned to prepare, verify and approve the transaction/activity in accordance with the written procedures (i.e. internal standard operating procedures and Authority Chart). The procedures are communicated to all Personnel for compliance and adherence.
9. Record KeepingRecords include accounts, invoices, correspondence, memoranda, tapes, discs, papers, books, and other documents or transcribed information of any type (i.e. digital or non-digital). The Head of Department shall maintain written records as evidence with adequate financial and non-financial controls established within the Group in mitigating any bribery/corruption risks.
All records shall be retained for at least seven (7) years from its date of generation, to enable the Group to comply with any requests from the relevant authorities.
10. Raising A ConcernPersonnel, Business Associates, and any external parties are encouraged to raise concerns in good faith about any issue or suspicion of misconduct at the earliest possible stage. Issues of concern shall be raised through the confidential helpline set out in the Group's Whistleblowing Policy which is published on its official website (http://www.pesona.com.my/whistleblowing.php). `
All reports of misconduct, findings of investigations and monitoring and corrective actions shall be centralised and recorded in a log. The Board shall be informed of any new reports of misconduct and may request to review the log at any time.
11. Training and CommunicationAll new Personnel will be briefed on this Policy as part of their induction training programme and all existing Personnel will receive update from time to time. All Personnel shall acknowledge in writing that they have read, understood, and will abide by this Policy.
The Group acts with due care before engaging with new Business Associates and ensures that they acknowledge the Group’s commitment on prohibiting bribery/corruption activities. The Group shall seek alternative provider of the service/goods if suspicion of bribery and corruption happens with any Business Associates.