SECTION 1.0 INTRODUCTION
The Anti-Bribery & Corruption Policy (“ABC Policy”) has been developed as part of the Percetakan Nasional Malaysia Berhad and its subsidiaries (“PNMB Group”) Anti-Bribery Management System which has been designed to align with the requirements set out in the ISO 37001:2016. Having a clear and unambiguous policy statement on the PNMB Group’s position regarding bribery and corruption forms the cornerstone of an effective integrity management system.
The Policy aims to set out the parameters, including the main principles, policies and guidelines, in which PNMB Group practices concerning anti-bribery and corruption. Therefore, this Policy should be read in conjunction with the ISO documents as well as the PNMB Group’s various policies & procedures. If multiple documents speak on the same subject, then the more stringent provision always applies.
SECTION 2.0 PNMB GROUP’S COMMITMENT
PNMB Group is committed to conduct business dealings with integrity i.e. committed to take reasonable and appropriate measures to ensure that our businesses do not participate in corrupt activities. This means avoiding practices of bribery and corruption of all forms in the company’s daily operations.
PNMB Group has adopted a zero-tolerance approach against all forms of bribery and corruption and takes a strong stance against such acts. The PNMB Group’s business requires its personnel to engage in business with a wide range of parties, both internal as well as external.
This Policy establishes the boundaries on interactions with all parties and provides guides how to act when subjected to potential acts of bribery and matters of corruption. The scenarios provided within this Policy do not limit the boundaries of the Policy which may be extended to cover all circumstances relating to bribery.
Full compliance with this Policy is mandatory and should be maintained using a principle-based approach.
SECTION 3.0 OBJECTIVE
This Policy sets out the PNMB Group’s position on bribery in all its forms and matters of corruption that might confront in its day-to-day operations.
SECTION 4.0 SCOPE & APPLICATION
This Policy applies to all Directors and employees of the PNMB Group (collectively referred to as “Personnel”). It is also expected that all Business Partner such as contractors, sub-contractors, consultants, agents, representatives and other persons or entities performing work or services for or on behalf of the PNMB Group (“Business Partner”), comply with the relevant parts of this ABC Policy when performing such work or services.
In the event of a conflict between ABC Policy and any applicable law, the applicable law shall
prevail and all Personnel and Business Partners shall comply with the applicable law.
SECTION 5.0 REFERENCES / RELATED PROCEDURES
i) ISO 37001:2016 Anti-Bribery Management System;
ii) No Gift Policy;
iii) Whistleblowing Policy;
iv) Business Partner Code of Conduct;
v) Conflict of Interest Policy;
vi) Remuneration & Incentive Policy;
vii) Peraturan Etika Kerja, Kelakuan Dan Tatatertib PNMB 2008 (Pindaan 2015) Dan Etika Perniagaan;
viii) Employee Handbook for Management Group;
ix) Perjanjian Bersama PNMB dengan Kesatuan Pekerja-Pekerja PNMB Semenanjung Malaysia;
x) Recruitment & Due Diligence Procedures;
xi) Transfer & Promotion Procedures;
xii) Disciplinary & Bribery Investigation Procedure; and
xiii) Limits of Authority Manual.
SECTION 6.0 DEFINITIONS
PNMB Group’s Anti-Bribery Management System.
ii) Bribery & Corruption
Any action which would be considered as an offence of giving or receiving ‘gratification’ under the Malaysian Anti-Corruption Commission Act 2009 (MACCA). In practice, this means offering, giving, receiving or soliciting something of value in an attempt to illicitly influence the decisions or actions of a person who is in a position of trust within an organisation.
Bribery may be ‘outbound’, where someone acting on behalf of PNMB 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 PNMB Group such as a senior decision-maker or someone with access to confidential information.
(a) Money, donation, gift, loan, fee, reward, valuable security, property or interest in the property being the 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).
iv) Business Associate
An external party with whom PNMB Group has, or plans to establish, some form of a business relationship. This may include clients, customers, join ventures, join venture partners, consortium partners, outsourcing providers, contractors, consultants, subcontractors, suppliers, vendors, advisers, agents, distributors, representatives, intermediaries and investors.
v) Conflict of Interest
When a person’s interests either influence, have the potential to influence or are perceived to influence their decision making at PNMB Group.
vi) Corporate Gift
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 openly and transparently, with the implicit or explicit approval of all parties involved. Corporate gifts normally bear the Company name and logo. Examples of corporate gifts include items such as diaries, table calendars, pens, notepads and plaques.
vii) Sponsorship & Donation
Charitable contributions and sponsorship payments made to support the community. Examples include sponsorship of educational events, supporting NGOs and other social causes.
viii) Exposed Position
A staff position identified as vulnerable to bribery through a risk assessment. Such positions may include any role involving procurement or contract management; financial approvals; human resources; relations with government officials or government departments; sales; positions where negotiation with an external party is required; or other positions which the PNMB Group has identified as vulnerable to bribery.
The considerate care of guests, which may include refreshments, accommodation and entertainment at a restaurant, hotel, club, resort, convention, concert, sporting event or other venue such as PNMB Group offices, with or without the personal presence of the host. Provision of travel may also be included, as may other services such as provision of guides, attendants and escorts; use of facilities such as a spa, golf course or ski resort with equipment included.
x) PNMB Group
Percetakan Nasional Malaysia Berhad and its subsidiaries.
Directors and all individuals directly contracted to the Company on an employment basis, including permanent and temporary/ contract employees.
SECTION 7.0 POLICY OWNER
The Integrity Unit was established within the Risk Management, Compliance, Integrity & Audit (“RMCIA”) Department and Integrity Unit is the owner of this policy.
SECTION 8.0 ANTI-BRIBERY AND CORRUPTION POLICY
8.1 All forms of bribery and corruption are prohibited. PNMB Group upholds a zero-tolerance approach. Personnel 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.
8.2 Bribery and corruption may take the form of exchange of money, goods, services, property, privilege, employment position or preferential treatment.
The personnel and its business associates 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 of PNMB Group or the persons involved in the transaction.
8.3 The Policy applies equally to its business dealings with commercial (‘private sector’) and Government (‘public sector’) entities, and includes interactions with their directors, personnel, agents and other appointed representatives at all levels. Even the possible appearance of bribery or corruption is to be avoided.
8.4 The Policy applies to all countries worldwide, without exception and regard to regional customs, local practices or competitive conditions.
8.5 No personnel or Business Partner will suffer demotion, penalty or other adverse consequences for refusing to pay or receive bribes or participate in other illicit behaviour.
8.6 PNMB Group recognises the value of integrity in its personnel. The PNMB Group’s recruitment, training, performance evaluation, remuneration, recognition and promotion for all personnel shall be designed and regularly updated to recognise integrity.
8.7 PNMB Group is committed to conduct due diligence checks on prospective personnel, particularly as it relates to appointments to positions where a more than minor bribery or corruption risk has been identified.
8.8 PNMB Group does not offer employment to prospective personnel in return for previous favour/ in exchange for improper favour.
8.9 PNMB 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.
SECTION 9.0 RECOGNITION OF LOCAL AND INTERNATIONAL LEGISLATION
9.1 PNMB Group is committed to conduct our business ethically and in compliance with all applicable laws and regulations in the countries where it does business.
9.2 These laws include but are not limited to the Malaysian Penal Code (revised 1977) (and its amendments), the Malaysian Anti-Corruption Commission Act 2009 and its amendments, the Companies Act 2016 (Malaysia), the US Foreign Corrupt Practices Act 1977 (amended 1998) and the UK Bribery Act 2010. These laws prohibit bribery and acts of corruption and mandate that companies establish and maintain accurate books and records as well as sufficient internal controls.
9.3 In cases of conflict between mandatory laws and the principles contained in this and other policies, the law shall prevail.
SECTION 10.0 GIFTS, SPONSORSHIPS AND DONATIONS
10.1 The personnel is prohibited from receiving or asking for (soliciting) gifts from external parties. Under no circumstances may PNMB Group personnel accept gifts in the form of cash or cash equivalent, including gift certificates, loans, commissions, coupons, discounts or any other related forms.
10.2 Sponsorships and donations are permitted in accordance with the “No Gift Policy” to ensure acceptability and only after obtaining approval from the Managing Director or Group Chief Operating Officer. However, PNMB Group prohibits the giving and receiving of sponsorships and donations to influence business decisions.
10.3 Further details for the above-mentioned are set out in “No Gift Policy”.
SECTION 11.0 FACILITATION PAYMENTS
11.1 PNMB Group adopts a strict policy of disallowing the use of facilitation payments in its business. A facilitation payment is a payment or other provision made personally to an individual in control of a process or decision. It is given to secure or expedite the performance of a routine or administrative duty or function.
11.2 Personnel should notify their immediate supervisor and Integrity Unit when encountered with any requests for a facilitation payment. In addition, if a payment has been made and personnel is unsure of nature, their immediate supervisor and Integrity Unit must be immediately notified and consulted. They must also ensure that the payment has been recorded accordingly and transparently.
11.3 PNMB Group equally upholds the safety of all personnel as a priority. In the event that the personnel’s safety is at stake, a facilitation payment to protect the personnel is permitted if: –
i) that is the immediate available recourse to protect the safety of the personnel;
ii) the Managing Director or Group Chief Operating Officer’s approval has been obtained; or, payment under the state of emergency had been undertaken, hence the Managing Director or Group Chief Operating Officer’s approval must be retrospectively obtained as soon as possible.
The incident must be notified to Integrity Unit in order to record the details and keep a record of what was spent.
SECTION 12.0 BUSINESS ASSOCIATES
12.1 All Business Partners (including external providers such as consultants, advisors, and agents) acting on behalf of PNMB Group are required to comply with this ABC Policy, the PNMB Group’s Business Code of Conduct and all other policies as it relates to them.
12.2 In circumstances where PNMB Group retains controlling interest, such as in certain join venture agreements, business associates are required to adhere to the ABC Policy and PNMB Group’s Business Code of Conduct. Where PNMB Group does not have controlling interest, associates are encouraged to comply with the same.
12.3 Due diligence should also be carried out with regards to any business associates intending to act on the Company’s behalf as an agent or in other representative roles, to ensure that the entity is not likely to commit an act of bribery or corruption in the course of its work with PNMB Group.
12.4 The extent of the due diligence should be based on bribery and corruption risk assessment. Due diligence may include a search through relevant databases, checking for relationships with public officials, self-declaration and documenting the reasons for choosing one particular business associate over another. The results of the due diligence process must be documented, retained for at least seven years and produced on request by the custodian of the process.
12.5 PNMB Group shall include standard clauses in all contracts with business associates enabling the PNMB Group to terminate the contract if bribery or an act of corruption has been proved to occur. Additional clauses may also be included for business associates acting on PNMB Group’s behalf where more than minor bribery risk has been identified.
SECTION 13.0 RESPONSIBILITIES OF PNMB GROUP PERSONNEL
13.1 All personnel (including its directors, and directors and personnel of its controlled organisations) are required to carry out those responsibilities and obligations relating to the PNMB Group’s anti-bribery and corruption stance, alongside those already in existence, which 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 in PNMB Group’s books and records accurately and with reasonable detail;
iii) Ask the Integrity Unit if any questions about this policy arise or if there is a lack of clarity about the required action in a particular situation;
iv) Always raise suspicious transactions and other “red flags” (indicators of bribery or corruption) to immediate superiors for guidance on the next course of action;
v) Be alert to indications or evidence of possible violations of this policy;
vi) Promptly report violations or suspected violations through appropriate channels;
vii) Attend required anti-bribery and corruption training as required according to the position; and
viii) Not misuse their position or PNMB Group’s name for personal advantage.
13.2 When dealing with business associates, the personnel shall not:
i) Express unexplained or unjustifiable preference for certain parties;
ii) Make an attempt at dishonestly influencing their decisions by offering, promising or conferring advantage;
iii) Exert improper influence to obtain benefits from them; and
iv) Directly or indirectly offer or make a promise or corrupt payments, in cash or in-kind for a specific favour or improper advantage from them.
13.3 During an active or anticipated procurement or tender exercise, personnel participating in the exercise in any way whatsoever, shall not:
i) Receive gifts or hospitality or any kind from any external party participating, planning to participate, or expected to participate, in the procurement or tender exercise;
ii) Provide anything other than a corporate gift and token hospitality to any external/ third party related to the exercise;
iii) Be involved in any discussions regarding business or employment opportunities for personal benefit or for the benefit of a business associate;
iv) Abuse the decision-making and other delegated powers given by the Top Management; and
v) Bypass normal procurement or tender process and procedure.
13.4 When dealing with external parties in a position to make a decision to decide (such as a Government official or client), the personnel shall not:
i) Offer, promise or make any attempt at dishonestly influencing the person’s decision by directly or indirectly offer or make a promise of corrupt payments, in cash or in-kind;
ii) Be involved in any discussions regarding business or employment opportunities for their benefit or the benefit of the external party;
iii) Otherwise abuse the decision-making and other delegated powers given by the Top Management in order to illicitly secure an outcome which would be to the commercial advantage to themselves and/ or the PNMB Group; and
iv) Exert improper influence to obtain personal benefits from them.
13.5 All Head of Departments have a particular responsibility to ensure that the ABMS requirements are applied and complied with within their department or function and to monitor compliance with the policy. They also must ensure that their subordinates in ‘Exposed Positions’ attend the relevant training.
SECTION 14.0 CONFLICT OF INTEREST
14.1 Conflicts of interest arise in situations where there is personal interest that could be considered to have potential interference with objectivity in performing duties or exercising judgement on behalf of the PNMB Group. All personnel should avoid or deal appropriately with situations in which personal interest could conflict obligations or duties. Personnel must not use their position, official working hours, PNMB Group’s resources and assets, or information available to them for personal gain or to the PNMB Group’s disadvantage.
14.2 In a situation where confronted with such conflict, personnel are required to declare the matter as per the Employee Handbook and complete the Conflicts of Interest Disclosure Form.
SECTION 15.0 STAFF DECLARATIONS
15.1 All personnel shall certify in writing that they have read, understood and will abide by this policy. A copy of this declaration shall be documented and retained by the Human Capital Department for the duration of the personnel’s employment. The Staff Declaration Form as per Appendix A in this Policy.
15.2 Under circumstances of suspicious behaviour, allegations and/ or investigations relating to bribery or corruption, RMCIA Department and Human Capital Department reserve all rights to request information regarding assets owned by the personnel as deemed necessary.
SECTION 16.0 ANTI-BRIBERY & CORRUPTION COMPLIANCE FUNCTION
16.1 PNMB Group shall establish and maintain an anti-bribery and corruption compliance function within the RMCIA Department i.e. the Integrity Unit to oversee the design, implementation and management of the ABMS.
16.2 The Integrity Unit shall perform functions below within the PNMB Group structure, equipped to act effectively against bribery and corruption:
i) Provide advice and guidance to personnel on the ABMS and issues relating to bribery and corruption;
ii) Take appropriate steps to ensure that adequate monitoring, measurement, analysis and evaluation of the ABMS is performed;
iii) Report on the performance of the ABMS to the Management regularly; and
iv) Review the suitability of this ABC Policy from time to time, taking into account relevant developments in the legislature as well as evolving industry and international standards.
16.3 Appropriate resources shall be provided for the effective operation of the ABMS and that the Integrity Unit is staffed with persons who have the appropriate competence, status, authority and independence.
16.4 PNMB Group shall conduct regular risk assessments to identify the bribery and corruption risks affecting the business, set anti-bribery and corruption objectives and assess the effectiveness of the controls in achieving those objectives.
SECTION 17.0 AWARENESS AND TRAINING
17.1 PNMB Group shall conduct an awareness program for all its personnel on the Company’s position regarding anti-bribery and corruption, integrity and ethics.
17.2 Training shall be provided regularly, by the level of bribery and corruption risk related to the position. Training should be provided to personnel who are:
i) New to the PNMB Group;
ii) Promoted or transferred to expose position.
17.3 Human Capital Department shall maintain records to identify which the personnel has received training, and produce, communicate and update the training schedule in conjunction with the Integrity Unit.
17.4 Business associates acting on behalf of the PNMB Group shall also undergo appropriate training, where a bribery and corruption risk assessment identifies them as posing a more than minor bribery and corruption risk to the PNMB Group.
SECTION 18.0 REPORTING OF POLICY VIOLATIONS
18.1 Suitable reporting channels shall be established and maintained for receiving information regarding violations of this policy, and other matters of integrity provided in good faith by the personnel and/ or external parties.
18.2 Personnel who in the course of their activities relating to their employment at PNMB Group, encounter actual or suspected violations of this policy are required to report their concerns using the reporting channels stated in “Whistleblowing Policy”.
18.3 Reports made in good faith, either anonymously or otherwise, shall be addressed promptly and without incurring fear of reprisal regardless of the outcome of any investigation.
18.4 Retaliation in any form against the personnel where the person has, in good faith, reported a violation or possible violation of this Policy is strictly prohibited. Any personnel found to have deliberately acted against the interests of a person who has in good faith reported a violation or possible violation of this Policy shall be subjected to disciplinary proceedings including demotion, suspension, dismissal or other actions (including legal action) which PNMB Group may pursue.
SECTION 19.0 AUDIT AND COMPLIANCE
19.1 Regular audits shall be conducted to ensure compliance with this Policy. Such audits may be conducted internally by PNMB Group or by an external party. Audit documentation should include performance improvement action plans.
19.2 Non-compliance identified by the validation or identified through other risk assessments undertaken shall be reported to the Management.
SECTION 20.0 SANCTION FOR NON-COMPLIANCE
20.1 Non-compliance as identified by the audit and any risk areas identified through this and other means should be reported to the Management promptly by the level of risk identified.
20.2 PNMB Group regards bribery and acts of corruption as serious matters and will apply penalties in the event of non-compliance to this policy. For PNMB Group personnel, non-compliance may lead to disciplinary action, up to and including termination of employment.
20.3 For external parties, non-compliance may lead to penalties including termination of the contract. Further legal action may also be taken if PNMB Group’s interests have been harmed by the results on non-compliance by individuals and organisations.
SECTION 21.0 CONTINUOUS IMPROVEMENT
21.1 PNMB Group is committed to continually improving its policies and procedures relating to anti-bribery and corruption, as well as satisfying the requirements set out in ISO 37001:2016.
21.2 Any concerns to improve the ABMS can be channeled to the Integrity Unit. Integrity Unit may therefore, endeavour to develop further integrity measures and certify the PNMB Group’s anti-bribery procedures as adequate where certification is available.
21.3 PNMB Group shall monitor the legal and regulatory regimes where it operates and any changes to PNMB Group’s business environment and risks and identify opportunities for ABMS improvement. A report should be submitted to the Management regularly for the appropriate action to be taken.
21.4 Regular assessments of the ABMS should be carried out to ensure its scope, policies, procedures and controls match the bribery and corruption-related risks faced by the PNMB Group.
21.5 PNMB Group endeavors to impact the business environment where it operates. This includes extending its Integrity Program to non-controlled business associates such as suppliers and contractors, seeking to work with companies who have a similar commitment and supporting initiatives in the private and public sectors which are likely to improve the integrity of its operating environment.
SECTION 22.0 WAIVER
Any deviation or waiver from this Policy must be approved either by the Managing Director or Board of Directors.