1.      Introduction

Anti-Fraud, Bribery & Corruption (ABC) Policy is an intermediary to express the SKS GROUP Management’s commitment towards its determinations against any forms of bribery and corruption acts among its directors, employees, business associates and public as well as Government officers.

This Policy explained the Management’s expectation of its directors, employees and business associates’ behaviours and the business dealing are free from bribery and corruption.

It is also important to alert all of the above personnel that the four (4) main offences stipulated in the Malaysian Anti-Corruption Act 2009 (MACC Act 2009) (Act 694) are:

(a)    Soliciting/ Receiving Gratification (Bribe) [section 16 & 17(a) MACC Act 2009]

(b)    Offering/ Giving Gratification (Bribe) [section 17(b) MACC Act 2009]

(c)    Intending to Deceive (False Claim) [Section 18 MACC Act 2009]

(d)    Using Office or Position for Gratification (Bribe) (Abuse of Power/Position) [Section 23 MACC Act 2009]

MACC Act is applicable to any individual that performs bribery and/ or corruption, intends to bribe or intend to corrupt in Malaysia and also commercial organisation that incorporated in Malaysia carrying business in Malaysia or elsewhere, and a company wherever incorporated but carries on business or part of a business in Malaysia.

Under the MACC Act 2009, Part IV Offences and Penalties, Section 24 (I), any person who commits and offence under Section 16, 17, 20, 21, 22 and 23 shall on conviction be liable to:

(a)    imprisonment for a term not exceeding 20 years; and

(b)    a fine not less than five times the sum or value of the gratification which is the subject matter of the offence, where such gratification is capable of being valued or is of a pecuniary nature, or ten thousand ringgit, whichever is higher.

2.      Anti-Fraud, Bribery and Corruption Commitment

2.1      SKS GROUP is committed to abide to the anti-fraud, bribery and corruption acts in the business and operational when dealing with government officers, vendors and customers, public as well as among the employees (including full time, probationary, contract and temporary staff) and directors within the group and subsidiaries, to be committed to acting professionally and with integrity in their business dealings. It is our policy that we conduct our business dealing based on compliance requirement, ethical and transparency. Thus, all employees and directors should not be involved in these activities.

2.2      The Management has establish the ANNUAL RISK IDENTIFICATION, ASSESSMENT & CONTROL (ARIA) ON ANTI FRAUD, BRIBERY AND CORRUPTION to review and to determine adequacy of existing and proposed control activities to mitigate existing and potential bribery and corruption risks.

3.      Objective                

 The objective of the Policy is to provide information and guidance to our directors and employees on standards of behaviour to which they must adhere to and how to recognise as well as deal with bribery and corruption. The Policy is not intended to be exhaustive, and there may be additional obligations that all directors and employees are expected to adhere to or comply with when performing their duties. For all intents and purposes, the directors and employees shall always observe and ensure compliance with all applicable laws, rules and regulations to which they are bound to observe in the performance of their duties.

4.      Scope

This policy is applicable to SKS GROUP, its controlled organisation, business associates acting on SKS GROUP’s behalf, the Board of Directors and all SKS GROUP personnel.

External parties who has dealing with us are expected to comply with this policy in relation to all works conducted with us or on our behalf.

5.      References

(a)      Malaysian Anti-Corruption Commission Act 2009 (Act 694) & its associated amendment and Regulations;

(b)      Malaysia Penal Code (Act 574) & its associated amendment and Regulations;

(c)      Company’s Code on Business Conduct and Ethics;

(d)      Employees Handbook

6.      Definitions

 “Business Associates” means an external party with whom SKS GROUP has, or plans to establish, some form of business relationship. This may include clients, customers, joint ventures, joint-venture partners, consortium partners, outsourcing providers, contractors, consultants, subcontractors, suppliers, vendors, advisers, agents, distributors, representatives, intermediaries and investors.

“Conflict of Interest” means when a person’s own interests either influence, have the potential to influence, or are perceived to influence their decision making at SKS GROUP.

“Controlled Organisation” means an entity where SKS GROUP has the decision-making power over the organisation such that it has the right to appoint and remove the management. This would normally be where SKS GROUP has the controlling interest (>50% of the voting share ownership), but it could be where there is an agreement in place that SKS GROUP has the right to appoint the management, for example a joint venture where SKS GROUP has the largest (but still <50%) allocation of the voting shares;

“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 building the Company’s brand. The gifts are given transparently and openly, 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.

“Donation & Sponsorship” means charitable contributions and sponsorship payments made to support the community. Examples include sponsorship of educational events, supporting NGOs, and other social causes;

“Exposed Position” means 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 resource; relations with government officials or government departments; sales; positions where negotiation with an external party is required; or other positions which the Company has identified as vulnerable to bribery;

Fraud, Bribery & Corruption” means 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.

Fraud & Bribery may be ‘outbound’, where someone acting on behalf of SKS 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 Company such as a senior decision-maker or someone with access to confidential information.

“Gratification” is defined in the MACCA to mean the following:

(a)      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;

(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).

Hospitality” means 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 Company 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;

SKS GROUP” or “Company” means SKS GROUP and its group of companies;

Personnel” means directors and all individuals directly contracted to the Company on an employment basis, including permanent and temporary employees.

7.      Anti-Fraud, Bribery and Corruption Policy (ABC Policy)

7.1      All employees and its business associates are prohibited from directly or indirectly offering, giving, soliciting or receiving any form of bribe, kickback or other corrupt payment, or anything of value (such as money, goods, services, property, privilege, employment position or preferential treatment) 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 SKS GROUP or the persons involved in the transaction; to or from any person or organization, including government agencies, individual government officials, private companies and employees of those private companies under any circumstances.

7.2      All third parties, including agents, suppliers and public should be made aware of this Policy and the arrangements with them shall be subject to clear contractual terms, including specific provisions requiring them to comply with minimum standards and procedures relating to bribery and corruption.

7.3      The Anti-Fraud, Bribery and Corruption statement applies equally to its business dealings with commercial (‘private sector’) and Government (‘public sector’) entities, and includes their directors, personnel, agents and other appointed representatives. Even the possible appearance of bribery or corruption is to be avoided, in particular when dealing with Government officials. It is applies to all countries worldwide, without exception and without regard to regional customs, local practices or competitive conditions.

7.4      SKS GROUP is also committed to conducting 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.     Recognition of Local and International Legislation

8.1     SKS GROUP is committed to conducting its business ethically and in compliance with all applicable laws and regulations in the countries where it does business.

8.2     These laws include but are not limited to the Malaysian Penal Code (Act 574) (and its amendments), the Malaysian Anti-Corruption Commission Act 2009 and its amendments, the Companies Act 2016. These laws prohibit bribery and acts of corruption, and mandate that companies establish and maintain accurate books and records and sufficient internal controls.

8.3     In cases where there is a conflict between mandatory laws and the principles contained in this and other policies, the law shall prevail.

9.     Gifts, Donations and Sponsorships

9.1     SKS GROUP personnel are prohibited from receiving or asking for (soliciting) gifts from external parties. Under no circumstances may SKS GROUP personnel accept gifts in the form of cash or cash equivalent, including gift certificates, loans, commissions, coupons, discounts or any other related forms. Further details are set out in Gifts, Hospitality, Donations, and Similar Benefits Policy.

9.2     The only form of gift-giving allowed to external parties is a corporate gift. Any gift-giving or event of hospitality is subject to approval according to Limits of Authority and must fulfill the following conditions:

(a)     They are limited, customary and lawful under the circumstances; and the giving out of the gift and  hospitality must  be  done  in  an open and transparent manner;

(b)     They do not have or are perceived to have (by either the giver or the receiver), any effect on actions or decisions and no any corrupt / criminal intent involved;

(c)     There must be no expectation of any specific favour or improper advantages from the intended recipients; and

(d)     The independent business judgment of the intended recipients must not be affected.

9.3     Donations and sponsorships are permitted in accordance with the Corporate Communications Manual to ensure acceptability. However, the Company prohibits the giving and receiving of donations and sponsorships to influence business decisions.

10.     Facilitation Payments

10.1     SKS GROUP adopts a strict policy of disallowing the use of facilitation payments in its business. 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.

10.2     Personnel shall decline to make the payment and report to Human Resources Department (HRD) immediately when they encounter any requests for a facilitation payment. In addition, if a payment has been made and personnel are unsure of the nature, the Group Managing Director must be notified immediately, and the payment recorded accordingly.

10.3     Only in the event that an employee’s security is at stake is it permitted to make the payment. The employee must immediately report the incident to their Head of Department and HRD to record the details and keep a record of what was spent.

11.     Reporting of Policy Violations and Whistle-Blowing

11.1     Employees and/ or external parties may report or lodge a complaint to wisel@sksgroup.com.my should he / she witnessed or has any information relating to fraud, bribery & corruption involving any of our employees/ directors with third party. 

11.2     All reports are kept confidential. Reports made in good faith, either anonymously or otherwise, shall be addressed in a timely manner and without incurring fear of reprisal regardless of the outcome of any investigation.

11.3     The Company will not hesitate to lodge report to Malaysia Anti-Corruption Commission (Suruhanjaya Pencegahan Rasuah Malaysia) for their further action.

11.4     The Company may, at its discretion, reward (subject to its severity and effects to the Company) the employee(s) who lodge the report to the Company if the reported employee is found guilty by the Company/ Court.

11.5     Retaliation in any form against SKS GROUP personnel where the person has, in good faith, reported a violation or possible violation of this policy is strictly prohibited. Any SKS GROUP 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 SKS GROUP may pursue.

12.     Business Associates

12.1     All business associates (including external providers such as consultants, advisors, and agents) acting on behalf of SKS GROUP are required to comply with this Policy, the SKS GROUP’s Code of Business Ethics, and all other policies as it relates to them.

12.2     In circumstances where SKS GROUP retains controlling interest, such as in certain joint venture agreements, business associates are required to adhere to the ABC Policy and SKS GROUP’s Code of Business Ethics. Where SKS GROUP does not have controlling interest, associates are encouraged to comply 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 SKS GROUP.

12.4     The extent of the due diligence should be based on a 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     SKS GROUP shall include standard clauses in all contracts with business associates enabling the Company to terminate the contract in the event that bribery or an act of corruption has been proved to occur. Additional clauses may also be included for business associates acting on SKS GROUP’S behalf where a more than minor bribery risk has been identified.

13.     Responsibilities of SKS Group Personnel

13.1     All SKS GROUP personnel (including its director and personnel of its controlled organisations) are required to carry out those responsibilities and obligations relating to the Company’s anti-bribery and corruption stance, alongside those already in existence, which includes the following:

(a)     Be familiar  with  applicable  requirements  and  directives  of  the  policy  and communicate them to subordinates;

(b)     Promptly record all transactions and payments in SKS GROUP’s books and records accurately and with reasonable detail;

(c)     Ask the HRD if any questions about this policy arise or if there is a lack of clarity about the required action in a particular situation;

(d)     Always raise suspicious transactions and other “red flags” (indicators of bribery or corruption) to immediate superiors for guidance on the next course of action;

(e)     Be alert to indications or evidence of possible violations of this policy;

(f)     Promptly report violations or suspected  violations  through  appropriate channels;

(g)     Attend required anti-bribery and corruption training as required according to position; and

(h)     Not misuse their position or SKS GROUP’s name for personal advantage.

13.2     When dealing with business associates, all SKS GROUP personnel shall not:

(a)     express unexplained or unjustifiable preference for certain parties;

(b)     make any attempt at dishonestly influencing their decisions by offering, promising or conferring advantage;

(c)     exert improper influence to obtain benefits from them;

(d)     directly or indirectly offer or make promise or corrupt payments, in cash or in kind for a specific favour or improper advantage from

13.3     During an active or anticipated procurement or tender exercise, personnel participating in the exercise in any way whatsoever, shall not:

(b)     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;

(b)     provide anything other than a corporate gift and token hospitality to any external/third party related to the exercise;

(c)     be involved in any discussions regarding business or employment opportunities, for personal benefit or for the benefit of a business associate;

(d)     abuse the decision-making and other delegated powers given by the top management; and

(e)     bypass normal procurement or tender process and

13.4     When dealing with external parties in a position to make a decision to SKS GROUP’s benefit (such as a Government official or client), SKS GROUP personnel shall not:

(a)    offer, promise or make any attempt at dishonestly influencing the person’s decision by directly or indirectly offer or make promise of corrupt payments, in cash or in kind;

(b)    be involved in any discussions regarding business or employment opportunities, for their own personal benefit or for the benefit of the external party;

(c)    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 Company; and

(d)    exert improper influence to obtain personal benefits from them.

14.   Conflicts of Interest (COI)

14.1    The Employees and Directors are expected to observe and prevent their involvement in Conflict Of Interest (COI) that has personal gains (include their immediate family members); and actively take precautions and participate into COI. 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 judgment on behalf of the Company. Personnel must not use their position, official working hours, Company’s resources and assets, or information available to them for personal gain or to the Company’s disadvantage.

14.2    In situations where a conflict does occur, personnel are required to declare the matter as per the Employees Handbook.

15.    Employees Declarations

15.1    All SKS GROUP 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 HRD for the duration of the personnel’s employment. 

15.2    The HRD reserves the right to request information regarding an employee’s assets in the event that the person is implicated in any bribery and corruption-related accusation or incident.

16.    Sanctions for Non-Compliance & Continuous Improvement & Risk Identification, Assessment and Control

16.1    SKS GROUP regards bribery and acts of corruption as serious matters and will apply penalties in the event of non-compliance to this policy. For SKS GROUP personnel, non- compliance may lead to disciplinary action, up to and including termination of employment.

16.2    For external parties, non-compliance may lead to penalties including termination of contract. Further legal action may also be taken in the event that SKS GROUP’s interests have been harmed by the results on non-compliance by individuals and organisations.

16.3    This Manual and Policy will be reviewed in every three years started from the first year 2020 and it is up to 3 years review timeline to be tabled at the meeting} and / or when there is changes on requirement at MACC Act and also the Annual Risk Identification & Assessment (ARIA) to prevent such incidents from happening that involves employees, directors, business partners, customers, government authorities as well as public.