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Anti-Bribery and Corruption Policy

1. Introduction

The Board of Directors (the “Board”) of Uchi Technologies Berhad and its subsidiaries (“UCHITEC”, “the Group” or “the Company”) has established and adopted this Anti-Bribery and Corruption Policy (“ABC Policy”). UCHITEC and its subsidiaries is committed to conducting the business ethically, as well as complying with all applicable laws, which include compliance wibrth the Malaysian Anti-Corruption Commission 2009 and any of its amendments or re-enactments that may be made by the relevant authority from time to time.

This Policy provides principles, guidelines and requirements on how to deal with bribery and corrupt practices that may arise in the course of daily business and operation activities within UCHITEC and its subsidiaries.

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Unless otherwise stated, any references to “we”, “us” and “our” in this Policy are to our Company and our subsidiaries taken as a whole.

2. Purpose

The purpose of this Policy is to:

2.1.  set out our responsibilities to comply with laws against bribery and corruption;

2.2.  ensure that UCHITEC has adequate procedures in place to prevent and detect bribery and corruption;

2.3.   provide information and guidance to those working for UCHITEC and its subsidiaries on how to recognize and deal with bribery and corruption issues; and

2.4.   protect UCHITEC against the possible penalties and repercussions resulting from acts of bribery and corruption or being associated with such behaviour.

We will undertake a periodic bribery and corruption risk assessment across our business when appropriate to understand the bribery and corruption risks it faces and ensure that it has adequate procedures in place to address those risks.

The ABC Policy is not intended to provide definitive answers to all questions regarding bribery and corruption. Rather, it is intended to provide all personnel of UCHITEC and its subsidiaries with a basic introduction on how UCHITEC fights bribery and corruption in furtherance of the UCHITEC’s commitment to lawful and ethical behaviour. Some of the guidelines are designed to prevent situations in which bribery and corrupt practices may take place.

3. Scope and Application

This Policy applies to all individuals working for UCHITEC at all levels and grades. This includes Directors, Senior Management, managers, employees (collectively the “Employees”) who are employed full time, on probation, contractually or temporarily by UCHITEC, and the Board and any third parties associated with us.

In this Policy, the associated third parties shall refer to any individual or organization that an associate may come into contact during the course of his/her engagement with UCHITEC  which may include but not limited to suppliers, contractors, agents, consultants, outsourced personnel, distributors, advisers, government and public bodies including their advisors, representatives and officials (hereafter together defined as “Associated Third Parties”).

Ignorance of the existence of this Policy or terms of this Policy will not be an accepted excuse in the event of its breach and disciplinary action will be initiated against those who violate the Policy.

It is the obligation and responsibility of all individual of UCHITEC to keep themselves informed of the latest updates to this Policy.

4. Definitions


For the purpose of this Policy, the terms listed below represent its respective definitions and shall exclude food and drinks, flowers and contribution/sponsorship below a monetary value of equivalent to RM200 on annual cumulative basis to the UCHITEC and its subsidiaries official events:

“Benefits” : Any form of advantages or profits gained by the Board, the Employees, and the Associated Third Parties.
“Bribe” or “Gratification” : A “bribe” or a “gratification as defined in Malaysian Anti-Corruption Commission Act 2009 is:
  1. 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
  2. any office, dignity, employment, contract of employment or services, and agreement to give employment or render services in any capacity;
  3. any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part;
  4. any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction or percentage
  5. any forbearance to demand any money or money’s worth or valuable thing
  6. 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
  7. any offer, undertaking or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (i) to (vi).
“Corruption” : The act of giving or receiving 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.
“Entertainment” : (a) The provision of recreation; or
(b) The provision of accommodation or travel in connection with or for the purpose of facilitating entertainment of the kind mentioned in item (a) above, with or without consideration paid whether in cash or in kind, in promoting or in connection with a trade or business activities and/or transactions
“Hospitality” : The friendly and generous provision or reception of care to or from third parties in connection with food, drinks, entertainment and leisure activity.
“Facilitation Payments” : Small sums or bribe, unofficial payment made to secure or expedite the performance of a routine action by the Board, the Employees, and the Associated Third Parties.
“Kickbacks” : Any forms of payment intended as compensation for favourable treatment or other improper services. This includes the return of a sum already paid or due as a reward for awarding of furthering business.
“Gifts” : Any form of monetary or non-monetary such as goods, services, cash or cash equivalents, fees, rewards, facilities, or benefits given to or received by the Board, the Employees, and the Associated Third Parties, his or her spouses or any other person on his or her behalf, without any or insufficient consideration known to the Board, the Employees, and the Associated Third Parties.
“Public Official” : means that:
  1. any person holding a legislative, administrative or judicial office of a country, government, state, province or municipality, whether appointed or elected;
  2. Any person exercising a public function for a country, government, state, province or municipality, including for a government agency, board, commission, corporation, or other body or authority;
  3. Any official or agent of a public international organisation; or
  4. Any Political party or official of a political party or a candidate for public office.

5. Our Principles

5.1.   We take a zero-tolerance approach to corruption and bribery.

5.2.   We conduct all our business in an honest, ethical and transparent manner. We are committed to acting professionally, fairly and with integrity in all our relationships and business dealings in accordance with our Code of Business Conduct and Ethics Policy, and to implement and enforce effective system to counter bribery.

5.3.   We will uphold all laws relevant to countering corruption and bribery. We remain bound by the laws of Malaysia, including the Malaysian Anti-Corruption Commission Act 2009 and any of its amendments or re-enactments that may be made by the relevant authority from time to time in respect of our conduct both at home and abroad.

5.4.   To address these risks, we have taken the following steps:

a)  Implement this Policy;

b)  Perform regular corruption risk assessment on our operations and review the findings;

c)  Take steps to implement training programmes for all individuals operating in areas of the organization that are identified as high risk; and

d)  Regular review and update to this Policy.

5.5.   UCHITEC pledges to conduct business that is always free from corruption and in accordance with the Anti-Corruption Principles for Corporations in Malaysia.

6. Corruption, Gifts, Benefits and Entertainment

6.1.   All individual who are subject to this Policy shall NOT:

a)  Offer, give, or promise to give a bribe or anything which may be viewed as a bribe to secure or award an improper business advantage;

b)  Offer, give, or promise to give a bribe or anything which may be viewed as a bribe to a government official, agent or representative to facilitate, expedite, or reward any action or procedure;

c)  Request or receive a bribe or anything which may be viewed as a bribe from a third party knowing or suspecting it is offered with the expectation that it will obtain a business advantage for them; or

d)  Engage in any activity that might lead to a breach of this Policy.

6.2.   All individual who are subject to this Policy are dehorted from accepting or receiving Gifts,  Entertainment and Other Benefits from a third party or stakeholder of the Company that might create a sense of obligation and compromise their professional judgement or create the appearance of doing so.

6.3.   All individual who are subject to this Policy shall not accept or receive any Gift, Entertainment and Other Benefits from a third party or stakeholder of the Company except if it is made from gestures that are construed to be legitimate contribution and provided that the Gifts, Entertainment and Other Benefits are presented in good faith and below a monetary value of equivalent to RM200 on annual cumulative basis, which may be directly or indirectly offered as a result of or in anticipation of the Board’s, employee’s and Associated Third Party’s position or performance of duties with the Company or for cultivating good business relationship.

6.4.   All individual who are subject to this Policy shall exercise proper care and judgement in respect of giving or receiving any Gifts, Entertainment and Other Benefits on a case-to-case basis.

6.5.   All Employees shall behave in a manner consistent with the general principles set out below:

a)  Conscientiously maintain the highest degree of integrity;

b)  Always exercise proper care and judgment;

c)  Avoid conflicts of interest;

d)  Refrain from taking advantage of position or exercising authority for personal interest at the expense of Group; and

e)  Comply with applicable laws, regulations and policies and procedures.

6.6.   All individual who are subject to this Policy shall take into consideration the impact of their actions with regards to how their actions are perceived (ie. Influencing their decision) and its impact towards the business operations of the Company prior to giving or accepting any Gifts, Benefits and/or Entertainment.

6.7.   We encourage the use of good judgement when giving or accepting the Gifts, Benefits and Entertainment. All the Benefits including Gifts and Entertainment must be:

a)  Reasonable in value;

b)  Infrequent in nature;

c)  Transparent and open;

d)  Not given to influence or obtain an unfair advantage; and

e)  Respectful and customary

All Employees are expected to comply with UCHITEC’s Gift, Entertainment and Hospitality Policy for receiving and accepting of gift, entertainment, travel and hospitality.

7. Facilitation Payment and Kickbacks

7.1.   We do not make and will not accept Facilitation Payments or Kickbacks of any kind. All associates must avoid any activity that might lead to Facilitation Payments or Kickbacks being made or accepted.

7.2.   Any individual with any suspicious, concerns or queries regarding a payment made on our behalf or improper business practices, he or she should raise these by reporting to the Company via the channel as outlined in our Whistleblowing Policy.

8. Associated Third Parties and Procurement Process

8.1.   We had processes and adheres to the system of internal controls on supplier selection. Supplier selection should never be based on receipt of the Gifts, Benefits, Entertainment or Hospitality.

8.2.   Bidding process is open to all qualified bidders and no parties having the unfair advantage of separate, prior, close-door negotiations for a contract.

8.3.   Selection of supplier shall subject to clear adherence to this Policy and compliance with UCHITEC Code of Business Conduct and Ethics.

8.4.   Appropriate assessment for the due diligence of new suppliers’ selection such as the inclusion of corruption risk assessment shall be conducted to individuals or third parties to ensure the business and background of the potential business partners are free from bribery elements or conflict of interest prior to procurement process.

9. Dealing with Public Officials

9.1.   Caution must be exercised when dealing with public officials as the laws of bribery and corruption in some countries are more stringent and provides for stricter punishments

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

9.3.   If approval is obtained for Employees to provide gift, entertainment, or corporate hospitality to public officials, Employees must ensure that the gift, entertainment or corporate hospitality is not excessive and lavish, and must commensurate with the official designation of the public official and not his personal capacity.

9.4.   Employees should seek guidance from Head of Administration Department prior to providing any gift, entertainment or corporate hospitality to public officials.

10. Political Donations and contribution

10.1.       We do not make charitable donations or contributions to political parties. Whilst our Employees and the Associated Third Parties acting in their personal capacity as citizens are not restricted to make any personal political donations, UCHITEC and its subsidiaries will not make any reimbursement for these personal political contributions back to its Employees or the Associated Third Parties.

11. Sponsorships, Donations, and Contribution to Charity or Social Projects

11.1.  Contributions or donations made by UCHITEC and its subsidiaries to community projects or charities need to be made in good faith and in compliance with UCHITEC Code of Business Conduct and Ethics, this Policy and all relevant UCHITEC’s policies and procedures.

11.2.  UCHITEC and its subsidiaries property, facilities, services or employee time cannot be used for or contributed to any political party or candidate for public office without approval by the Managing Director.

11.3.  All Employees must ensure that all donations and sponsorships on behalf of UCHITEC is 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.

11.4.  All Employees intended to make donations and sponsorships shall fill up the Due Diligence Questionnaire, and Donation and Sponsorship Form for approval prior of making the donations and sponsorships on behalf of the Company.

11.5.  No donation should be made which may or may be perceived to breach applicable law or any other sections of this Policy.

11.6.  All Employees are expected to comply with UCHITEC’s CSR, Donation and Sponsorship Policy for provision of donation and sponsorship.

12. Responsibilities

12.1.  The Board has oversight of this Policy. The Executive Director and the Management are responsible for ensuring the compliance with this Policy. Every manager and employee are required to be familiar with and comply with this Policy.

12.2.  We have a zero-tolerance approach to corruption and bribery. Any violation of this Policy will be regarded as serious matter and will result in disciplinary action, including dismissal and termination in accordance with local law.

12.3.  Any individual and employee with any suspicious, concerns or believes regarding a violation with this Policy has occurred or may occur in future, should raise up, notify and shall make report to the Company via the channel outlined in our Whistle Blowing Policy.

12.4.  An employee will be accountable individually whether he or she pays a bribe himself or herself or whether he or she authorizes, assists or conspires with someone else to violate this Policy. Punishment for violating the law are against him/her as an individual and may include imprisonment, probation, mandated community service and monetary fines and others which will not be paid by UCHITEC and its subsidiaries.

12.5.  Further indications that may indicate corruption and bribery (“red flags”) are set out in Section 17 of his Policy below.

13. Record Keeping

13.1.  We must keep all financial records and have appropriate internal controls in place which will evidence, substantiate and justify that business reason for making payments to, and receiving payments from, third parties.

13.2.  We must ensure all expenses claims relating to gifts or entertainment made to third parties are submitted in accordance with the Company’s reimbursement procedures and/or applicable policy and specifically record the reason for such expenditure. All the parties shall further ensure that all expense claims shall comply with the terms and conditions of this Policy.

13.3.  All documents, accounts and records relating to dealings with third parties, such as customers, suppliers and business contracts, should be prepared and maintained with strict accuracy and completeness. No accounts should be kept “off-book” to facilitate or conceal improper payments.

14. Confidentiality and Protection

14.1.  Individuals who refuse to accept or offer a bribe, or those who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. We encourage openness and will support anyone who raises genuine concerns in good faith under this Policy, even if they turn out to be mistaken.

14.2.  We are committed to ensuring that no one suffers any detrimental treatment as a result of refusing to take part in corruption, or because of reporting concerns under this Policy in good faith. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern.

UCHITEC’s Whistle Blowing Policy is available for any individual who shows genuine concern regarding any corrupt and bribery activity within UCHITEC by filing a complaint with appropriate and guided procedure.

15. Communication and Training

15.1.  UCHITEC and its subsidiaries will on a continuing basis provide specific and regular training on this Policy, and on anti-corruption and bribery laws and on how to implement and comply with this Policy, for all new and existing Employees.

15.2.  Our zero-tolerance approach to corruption and bribery must be communicated to all the Associated Third Parties at the outset of our business relationship with them and as appropriate thereafter. Wherever possible, all the Associated Third Parties should be sent a copy of this Policy at the outset of the business relationship or shall always refer to this Policy published on our Company website.

16. Monitoring and Review  

16.1.  All the Employees and the Associated Third Parties are responsible for the success of this Policy and should ensure adherence to this Policy and use it to disclose any suspected danger or wrongdoing.

16.2.  Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering corruption and bribery.

16.3.  This Policy does not form part of the associates’ contract of employment and it may be amended at any time by the Company even though all the Employees and the Associated Third Parties are welcome to comment on this Policy and suggest ways in which it might be improved.

17. Red Flags

The following is a non-exhaustive list of possible red flags (for illustrative purposes only) that may arise for an individual while working for UCHITEC and its subsidiaries and which may raise concerns under various anti-corruption and anti-bribery laws.

If the Board, employee and the Associated Third Party come across any of these red flags or believe it may occur potentially while working for UCHITEC and its subsidiaries, he/she must make report promptly in accordance with the procedure as set out in our Whistleblowing Policy.

(a)  Become aware that a third party engages in, or has been accused of engaging in improper business practices, improper conduct or has a reputation for paying bribes or requiring bribes;

(b)  A third party demands gifts, benefits, commission or fees before committing or continue to sign up a contract;

(c)  A third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business;

(d)  A third party refuses to provide or provide insufficient, false, or inconsistent information in response to due diligence questions;

(e)  A third party requests the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us, or a shell entity serves as a middleman especially when domiciled in secrecy haven;

(f)  There are signs that the third party is not acting on his own behalf, but is trying to conceal the true beneficial owner’s identity;

(g)  A third party has a reputation of having a “special relationship” with a government, political party or other public official or has been specificallyrequested by a public official;

(h)  A third party refuses to sign a commission or fee agreement or insists on the use of a side-letter relating to the payment of funds;

(i)   A third party requests an unusually large or disappropriate commission, retainer, bonus or other fee or an unexpected additional fee or commission to “facilitate” a service;

(j)  A third party requests payment in cash or cash equivalent such a money order; refuses to provide an invoice or receipt;

(k)  A third party refuses to provide an invoice or receipt for a payment, or you receive an invoice or receipt that appears to be non-standard or customized;

(l)   A third party requests that a transaction is structured to evade normal record-keeping or reporting requirements;

(m) A third party refuses to abide by this Policy or does not demonstrate that it has adequate internal anti-corruption and bribery policies and procedures in place.

(n)  Been offered an unusually generous gift or lavish benefits or entertainment by a third party.

18. Consequences of a breach


Breach of this Policy by any UCHITEC personnel and/or Contracted Third Parties will be regarded as serious misconduct. UCHITEC personnel and/ or Contracted Third Parties may be subject to disciplinary action, which may include termination of employment. In addition to breaching this Policy, UCHITEC personnel 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.

 


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