ZUS GROUP OF COMPANIES
ANTI-BRIBERY & ANTI-CORRUPTION (ABAC) POLICY AND FRAMEWORK
Pursuant to the Malaysian Anti-Corruption Commission (Amendment) Act 2018 which introduced Section 17A of the Malaysian Anti-Corruption Commission Act 2009 (MACCA), ZUSPRESSO (M) SDN BHD and its subsidiaries (i.e., hereinafter referred to as “the Group”) is committed to conducting its business with integrity and in compliance with all Applicable Laws and Regulations. In line with Section 17A(5) of the MACCA (Ministerial Guidelines), this policy is developed in conjunction with the said guidance from the Ministerial Guidelines on Adequate Procedures.
1.1 OBJECTIVEThis Policy seeks to communicate the Group’s position on bribery and corruption. This Policy endeavour to provide guidance on the procedures and seeks awareness about the obligation to adopt and implement anti-bribery and anti-corruption compliance programme, in line with existing Applicable Laws and Regulations to prevent the occurrence of bribery and corruption.
1.2 SCOPE AND APPLICATIONThis Policy applies to:
a) Every employee of the Group (hereinafter referred to as “employee”).
b) Every director of the Company and any subsidiary companies within the Group (including executive and non-executive directors) (hereinafter referred to as “directors”); and
c) Business associates of the Group, which includes associated and affiliated companies of the Group, franchisee, business partners, vendors, suppliers, contractors, sub-contractors, professionals, consultants, agents, representatives, and others performing work or services for or on behalf of the Group (hereinafter to as “business associates”).
d) All countries worldwide in which the Group operates and applies equally to its business dealings in both the private and public sectors.
1.3 NON-COMPLIANCEAdherence to this Policy by employee, directors and business associates are mandatory. Any violations of this Policy will be dealt with seriously by the Group which may lead to disciplinary actions, termination of employment and services or business arrangements and initiation of any legal action and/or report to the relevant authorities.
1.4 REPORTING OF POLICY VIOLATIONS AND WHISTLEBLOWINGAny person including employee, directors, business associates, third parties and the general public who became aware of a violation or potential violation of this Policy is encouraged to report the concerns through the Whistleblowing channel (i.e., ethics@zuscoffee.com) as set out in the Group’s Whistleblowing Policy and Procedures. Should you require any clarification and explanation with regards to this Policy, you may consult the Head Corporate Governance, Risk & Compliance or the designated Compliance Officer.
2.0 RECOGNISING BRIBERY AND CORRUPTION
2.1 DISTINGUISING BRIBERY FROM CORRUPTION
Bribery is largely encompassing the act of offering, giving, receiving or soliciting something of value to illicitly influence the decision or actions of a person with a position of trust within a company, whilst an act of Corruption casts a wider net related to abuse of entrusted power for personal gain.
2.2 OFFENCES UNDER THE MACCA
Essentially, there are (4) main offences stipulated in the MACCA which are as follows:
a) Soliciting/Receiving gratification (i.e., Bribery): Section 16 & 17(a) MACC Act 2009.
b) Offering/Giving gratification (i.e., Bribery): Section 17(b) MACC Act 2009.
c) Intending to deceive (i.e., False Claim): Section 18 MACC Act 2009.
d) Using Office of position for gratification (Bribe) (Abuse of Power/Position): Section 23 MACC Act 2009.
The MACCA makes it an offence, amongst others to:
a) Corruptly solicit or receive or to agree to receive, or corruptly give, promise or offer any gratification an inducement to or a reward for, or otherwise on account of any person:
i. Doing or forbearing to do anything; or
ii. Any officer of a public body doing or forbearing to do anything, in which the public body is concerned.
b) Being an agent, corruptly accepts or obtains, or agrees to accept or attempt to obtain from any person for any gratification as an inducement or a reward for:
i. Doing or forbearing to do, or for having done or forborne to do any act in relation to his principle’s affair or business; or
ii. Showing or forbearing to show favour or disfavour to any person in relation to his principal’s affairs or business; and
c) Corruptly gives or agree to give or offers any gratification to any agent as an inducement or a reward for doing or forbearing to do, or for having done or forborne to do any act in relation to his principal’s affairs or business, or for showing or forbearing to show favour or disfavour to any person in relation to his principal’s affairs or business.
2.3 PENALTY FOR COMMITING OFFENCES UNDER THE MACC ACT 2009
2.3.1 The penalty for an offence under Section 17A of the MACCA shall be a fine of not less than 10 times the value of the gratification or RM1 million (whichever is higher) and/or jail for not more than 20 years, or both. The management and senior personnel (such as directors, senior management) shall be deemed to have also committed the same offence when a company is found to be liable for corruption under Section 17A. Notwithstanding the above, the Group has implemented “Adequate Procedures” in its operations to ensure that it complies with the relevant requirements and to mitigate any risk thereof.
2.3.2 Any person who commits an offence under Section 16,17,18, 20,21,22 & 23 MACC Act 2009 shall on conviction be liable to:
a) Imprisonment for a term not exceeding 20 years; and
b) fine of not less than 5 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 RM10,000, whichever is higher.
3.0 CONFLICT OF INTEREST
All business decisions and actions must be carried out in the best interest of the Group and must be carried out on arm’s length basis. In the context of an employee or a director, a conflict of interest is a situation where your position or responsibilities within the Group presents an opportunity for you or someone close to you to obtain personal gain or benefit, or where there is scope for you to further your personal interest or to those close to you, beyond your duties and responsibilities owed to the Group.
A person with a conflict of interest should abstain from involvement in decision making within the Group where that conflict of interest arises. Laws and regulations including under Company Law, may also preclude a person with a conflict of interest from being involved in such decision making.
3.1 DECLARATION OF CONFLICT OF INTEREST
Conflict of interest situations arises when the following occurs:
a) A Director or an Employee of the Group having Close Relationship with external stakeholder with whom the Group has business relations with, for e.g., counterparty of a material contract, government body issuing material licenses and/or permits.
b) A Director or an Employee of the Group having Close Relationship with another Director or Employee of the Group.
c) A Director or an Employee of the Group having Close Relationship with a recipient of donation or sponsorship made by the Group; and
d) A Director or an Employee of the Group having Close Relationship with a competitor of the Group or with a party which may have a direct interest or a direct conflicting interest with the Group.
A “Close Relationship” refers to any of the following situations:
a) Being a family member of the other person, where “family” shall have a definition in accordance with Securities Commission as follows:
i. Spouse.
ii. Parent.
iii. Child including an adopted child and stepchild.
iv. Brother or sister; and
v. Spouse of the person referred to in Part (3) and (4) above.
b) Being a director, major shareholder, partner, or a person with executive power of an entity or organisation.
c) Being a family member of the person referred to in Part (b) above; and
d) Being a person who is accustomed or under an obligation whether formal or informal to act in accordance with the direction, instructions, or wishes of the other person.
3.1.1 EMPLOYEES AND DIRECTORS
a) Employees (including Directors who are employees) are required to make declaration of any conflict of interest on an annual basis by filling up the HR Declaration Form, Integrity and Background Declaration Form for Employees).
b) Also, Employees (including Directors who are employees) are required to make declaration on an “ad hoc” basis if they become aware of any conflict of interest, regardless of whether such conflict is an actual or perceived conflict of interest.
c) Directors are required to make declaration of any conflict of interest by notifying the Company Secretary of the respective companies within the Group.
3.1.2 BUSINESS ASSOCIATES
a) Business Associates are required to declare any conflict of interests prior to establishing or entering a vocational or trading relationship with the Group by filling up the “Integrity and Background Declaration for Business Associates, or as and when there is a change in circumstances by notifying the representative from the Group you are engaged with. Existing Business Associates must declare any conflict of interest in the same way upon this Policy being circulated to them.
b) Any employee who has received any notification or declaration of conflict of interest from Business Associates shall refer such notification or declaration to his/her Head of Department and Head Corporate Governance, Risk & Compliance (hereinafter referred to as GRC).
3.1.3 RECORD-KEEPING
Information relating to conflict-of-interest situations, as declared by the Employees, Directors and Business Associates shall be compiled and kept in a central database shared between People & Culture department and GRC department.
4.0 GIFTS, ENTERTAINMENT, HOSPITALITY AND TRAVEL
4.1 Any gift must be unsolicited and not be affected or be perceived as affecting business judgement. Gifts should only be offered to and received in connection with a customary business or cultural occasions. Cash, loans, kickbacks or equivalent advantages are absolutely prohibited.
4.2 The Group understands that in certain culture or situations, giving and receiving gifts may be common practices to build business relationships or as part of business etiquette done in the ordinary course of business. Hence, Directors, Employees and third parties may give and receive gifts, entertainment, hospitality and travel (i.e., collectively referred to as Gifts”) subject to always that such gift giving and receiving acts are reasonable, not in the personal capacity and carried out in the ordinary course of business and in line with this Policy.
4.3 All Directors, Employees, Business Associates and third parties are strictly prohibited from offering and/or receiving hospitality and entertainment that is excessive, inappropriate, illegal or given in response to or in anticipation of a favourable business decision.
4.4 In determining whether such Gifts are permissible, Directors, Employees and third parties should take into consideration, among others, the intention and timing, transparency, value, legality and compliance with all applicable laws.
4.5 The Group does not prohibit normal and appropriate gestures of hospitality and goodwill (whether given to or received from third parties) so long as the giving or receiving of Gifts meet the following requirements:
a) It is not made with the intention of influencing the party to whom it’s being given, to obtain or reward the retention of a business or a business advantage or as an explicit or implicit exchange for favours, positions or benefits.
b)It complies with all the applicable laws.
c) It is given in the name of the Company or the Group, not in the individual’s name.
d) It is appropriate and proportionate for the circumstances considering the value of the Gifts and frequency with which the Git has been given to or received from (for e.g., it’s customary for gifts to be given during festive seasons or events or as token of appreciation).
e) It does not include cash or a cash equivalent (for e.g., vouchers or expensive watch or anything that can be easily converted to cash, or personal services).
f) It is given or received openly, not discreetly.
g) It is of an appropriate type and value and given at an appropriate time taking into account the reason for the gifts.
h) It is not offered to or accepted from a government official or representative, politician or political party.
i) It is appropriately approved and properly recorded.
4.6 Examples of acceptable Gifts are as follows:
a) Exchange of Gifts at company-to-company level.
b) Gifts given by or to external institutions or individuals for the Group’s or the other party’s official functions, events and celebrations (for e.g., commemorative or door gifts).
c) Token gifts of nominal value bearing the Group’s logo in any promotional or brand building exercise; and
d) Refreshments or meals during meetings or work-related activities.
4.7 Certain Gifts may cause or appears to be perceived as a bribe and may adversely tarnish the reputation of the Group. In this context, the following are strictly prohibited:
a) Any Gift that is illegal or in breach of the Applicable Laws or this Policy.
b) Any Gift offered to a government official or its nominee/related parties to facilitate or expedite a routine procedure.
c) Any Gift involving third parties currently engaged in a tender or competitive bidding process.
d) Any Gift made in Cash or Cash Equivalents.
e) Any Gift which are given or offered in return for something else such as business advantage, or
f) Any Gift that are paid for personally to avoid having to declare or seek approval for.
5.0 CORPORATE SOCIAL RESPONSIBILITY, DONATIONS & SPONSORSHIPS
In the Group’s commitment towards Corporate Social Responsibility (CSR) initiatives, the Group supports CSR related donations, sponsorships, and contributions (hereinafter collectively referred to as “Contributions). However, the following are strictly prohibited:
a) Such request or giving of the Contributions comes with a direct/indirect insinuation, suggestion, understanding or implication that certain outcome is expected or required.
b) Such Contribution is made directly or indirectly to a recipient as a way of influencing or reasonably perceived as influencing or obtaining an advantage in business transactions.
c) Any Contribution that is illegal or in breach of any Applicable Laws; or
d) Any Contribution that is excessive or may otherwise adversely affects the reputation of the Group.
6.0 POLITICAL CONTRIBUTION & PUBLIC OFFICIALS
The Group has no political affiliation and will not make any Contribution, whether in cash, in-kind or by any other means to support any political parties, candidates and/or government officials.
7.0 FACILITATION OR EXTORTION PAYMENTS
The Group strictly prohibits accepting or giving, whether directly or indirectly any facilitation or any extortion payment from or to any third party including but not limited to public officials and government officers. Facilitation payments are often extorted in circumstances such as a payment or benefit requested by a government or regulatory officer to provide undue preferential treatment to expedite processing of documents.
8.0 BUSINESS DEALINGS WITH INTEGRITY & COMPLIANCE
8.1 The Group is committed to conduct business with Business Associates and Third Parties who uphold the same value of business ethics and integrity as the Group.
8.2 All Directors, Employees and Third Parties must read, understand and comply with this Policy.
8.3 The Group expects the acknowledgment and adherence to the provisions, principles, and standards of this Policy by Business Associates.
8.4 All Directors, Employees and Third Parties are equally responsible for the prevention, detection, and reporting of all forms of bribery and corruption.
8.5 All Directors, Employees and Third Parties must refrain from any activities that could lead to or imply a breach of this Policy. Legal action may be taken against any party if the Group’s interests have been jeopardised as a consequence of non-compliance or breached of this Policy.