Anti-Bribery and Corruption Policy

1. INTRODUCTION

This Anti-Bribery and Corruption Policy (“ABC Policy” and/or “this Policy”) sets out ABS’s principles in dealing with improper solicitation, bribery and other corrupt activities and related issues that may arise in ABS’s course of business. This Policy should be read in conjunction with ABS’s various policies & guidelines.

2. ANTI-BRIBERY AND CORRUPTION COMMITMENT

ABS is committed to conducting business dealings with integrity, honesty and respect. This means prohibiting practices of bribery and corruption of all forms in ABS’s daily operations.

ABS has adopted a zero-tolerance approach against all forms of bribery and corruption. Directors or Board Members (“DBM”), Staff and Business Associates who refuse to pay bribes or participate in acts of corruption will not be penalised even if such refusal may result in losing business.

DBM, Staff and Business Associates who breaches this Policy will be subjected to disciplinary actions deemed appropriate by ABS, including but not limited to dismissal or termination of business relationship.

This Policy reflects ABS’s dedication to maintaining the highest level of integrity and ethics in ABS. Full compliance with both the spirit and the letter of this Policy is mandatory and should be maintained using a principle-based approach.

3. OBJECTIVE

This Policy sets out ABS’s overall position on bribery and corruption in all its forms. The Policy is not intended to be exhaustive as there may be additional obligations that DBM, Staff and Business Associates are expected to adhere to or comply with when performing their duties. For all intents and purposes, DBM, Staff and Business Associates shall always observe and ensure compliance with this Policy and all applicable laws, rules and regulations in the performance of their duties.

4. SCOPE

This Policy is applicable to ABS, i.e. Business Associates acting for and on ABS’s behalf and all ABS’s DBM and Staff and shall be amended from time to time in line with laws and regulatory requirements. All reviews and changes therein must be approved by the ABS Board before coming into effect.

All Business Associates are expected to comply with this Policy in relation to all work conducted with ABS, or on ABS’s behalf.

5. REFERENCES

Employees Manual Handbook
Whistleblowing Policy
Conduct and Ethics

6. DEFINITIONS

“Audit Committee” means the Audit Committee of ABS;

“Bribery & Corruption” means any action which would be considered as an offence of giving or receiving ‘gratification’ under the Malaysian Anti-Corruption Commission Act (“MACCA”) 2009. In practice, this means offering, giving, agreement of giving, promising, receiving, agreement of 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 ABS 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 ABS such as a senior decision-maker or someone with access to confidential information.

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

money, donation & sponsorship, 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;
any office, dignity, employment, contract of employment or services, and agreement to give employment or render services in any capacity;
any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part;
any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction or percentage;
any forbearance to demand any money or money’s worth or valuable thing;
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
any offer, undertaking or promise, whether conditional or unconditional, of any
Gratification within the meaning of any of the preceding paragraphs (1) to (6).

“Business Associate” means an external party with whom ABS has, or plans to establish, some form of business relationship. This may include clients, customers, 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 ABS.

“Corporate Gift” means something given from one organisation to another organisation or individuals, with the appointed representatives giving and accepting the gift. Corporate Gifts may also be promotional items given out equally to the general public at events, functions, trade shows and exhibitions as a part of building the company’s brand and include gifts from the company to its DBM and Staff in relation to an internally or externally recognised company’s events, functions or celebrations. The gifts are given transparently and openly, with the implicit or explicit approval of all parties involved. Corporate Gifts normally bear the company’s 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 DBM or 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 ABS has identified as vulnerable to bribery;

“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 ABS’s 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 and attendants; use of facilities such as a spa, sports with equipment included;

“Staff” means all individuals directly contracted to ABS on an employment basis, including permanent and temporary staff, interns and trainees;

“ABS” means Asian Banking School Sdn Bhd;

“DBM” means Directors or Board members of ABS as may be appointed from time to time;

“Managers” means ABS staff that are concerned in the management of ABS or their individual departments. This covers staff with job grade of “Manager” and above; and

“Board” means Directors of ABS, who are appointed by its members. The Board is responsible for the oversight of the strategic directions, management and operations of ABS.

7. POLICY OWNER

The Chief Executive Officer (“CEO”) is the owner of this policy.

8. BRIBERY AND CORRUPTION

8.1. Bribery is the offering, promising, giving, agreement of giving, accepting, agreement of receiving or soliciting of an advantage as an inducement for action which is illegal, unethical or a breach of trust. A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage and can take the form of gifts, loans, fees, rewards or other advantages.

8.2. Corruption is the abuse of entrusted power for private gain. Bribery and Corruption which may take the form of anything of value, such as money, goods, services, property, privilege, employment position or preferential treatment, and are in all forms prohibited.

8.3. Statement.

ABS’s DBM, Staff and its Business Associates shall not therefore, whether directly or indirectly, offer, give, agrees or promises to give, receive, agrees to receive or solicit any item of value/ gratification constituting bribe, kickback, personal favour, etc, 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 ABS or the persons involved in the transaction.

8.4. The anti-bribery and corruption statement above applies in all countries worldwide and to ABS’s business dealings with commercial (‘private sector’) and Government Linked entities (‘public sector’), and includes all ABS’s DBM, Staff and Business Associates.

8.5. No DBM, Staff or Business Associates shall suffer demotion, penalty or other adverse consequences in retaliation for refusing to pay or receive bribes or participate in other illicit behaviour.

8.6. ABS is also committed to conducting due diligence checks on prospective DBM, Staff and Business Associates, particularly as it relates to appointments to positions where bribery or corruption risk has been identified.

9. RECOGNITION OF LOCAL LEGISLATION

9.1. ABS is committed to conducting its 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 Penal Code (revised 1977) (and its amendments), the Malaysian Anti-Corruption Commission Act 2009 and its amendments, and 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.

9.3. In cases where there is a conflict between mandatory laws and the principles contained herein and other relevant policies, the stricter provision among these shall prevail.

10. GIFTS, ENTERTAINMENT, HOSPITALITY AND TRAVEL

Receiving and Giving of Gifts by ABS DBM and Staff

10.1. ABS’s DBM and Staff are prohibited from directly, or indirectly, receiving or asking for (soliciting) gifts, which include cash or cash equivalent in the form of gift certificates, loans, commissions, coupons, discounts or any other related forms. It is the responsibility of the DBM and Staff to inform external parties involved in any business dealings with ABS that ABS practices a “No-Gift” policy and to request the external party’s understanding to adhere to the said policy.

10.2. ABS’s DBM and Staff are prohibited from directly, or indirectly, gives, promises, or offers gifts to any external party, in line with the “No-Gift” policy set, with the exception giving of gifts for sales and marketing purpose including door gifts and mementos to speaker in-lieu of honorarium and these transactions must be recorded, in the following limited circumstances:

Customary and lawful under the circumstances;
Do not have or are perceived to have (by either the giver or the receiver), any effect on actions or decisions.
No expectation of any specific favour or improper advantages from the intended recipients;
Independent business judgement of the intended recipients not affected;
No corrupt / criminal intent involved; and
Gift to be done in an open and transparent manner.
Not given frequently to the same party 4-5 times per year.

When in doubt DBM and Staff are to consult the Human Resources Division.

Principles for giving and receiving Entertainment and Hospitality

10.3. Further to 10.1 to 10.2 above, giving and receiving of Entertainment or Hospitality by or from ABS’s DBM, Staff and Business Associates shall be guided by the following principles:

Not with the intention to influence or perceived to be able to influence judgement or business decisions, to reward for improper performance of responsibilities, or to receive preferential treatment;
Not excessive and lavish, and must commensurate with the official designation of the recipient or proportionate to the occasion;
Does not contradict with applicable laws and policies of both the giver and receiver;
Does not coincide with contract negotiations, licensing or permit application/ renewal, or any equivalent event;
Not given or received frequently to the same party 4-5 times per year.

Business and non-business travel

10.4. Travelling-related expenditures include travel fares, meals, or accommodations incurred, paid by ABS or ABS’s Business Associates to any external parties, or by external parties to ABS or ABS’s Business Associates.

10.5. Giving or receiving travelling-related expenditures shall abide by the following principles:

To the extent necessary to perform a legitimate business-related activity (e.g. audit or factory visit);
Proportionate and appropriate (including travel and accommodation class) to the circumstances such as length of trip and seniority of the traveller;
Travelling expenses for personal purposes (e.g. entertainment off working-hours or extension of travelling period for sightseeing) shall be borne by the respective individual or his/ her organisation;
Expenses incurred 24-hours before or after the business activity/ event shall be borne by the respective individual or his/ her organisation;
Non-business related travel is considered as part of Entertainment and Hospitality, and shall be bound by Principles on Entertainment and Hospitality above; and
Travelling expenses shall not be given to or received by persons not relevant to the performance of the business activities, such as family members or friends.

11. DONATIONS AND SPONSORSHIPS

11.1. ABS does not prohibit its DBM, Staff and Business Associates in the giving or receiving of donations and sponsorship. However, DBM, Staff and Business Associates are required to adhere to the following principles in relation to donations and sponsorships:

Not with the intention to obtain or retain business for ABS, to obtain or retain an advantage in the conduct of business for ABS, to influence or perceived to be able to influence judgement or business decisions, to reward for improper performance of responsibilities, or to receive preferential treatment;
Does not contradict with applicable laws and policies of both the giver and receiver;
Does not coincide with contract negotiations, licensing or permit application/ renewal, or any equivalent event;
Not given or received frequently from the same party 4-5 times a year:
For clear community and environmental cause, and for disaster relief;
Due diligence and conflict of interest checks shall be performed prior to the donation and sponsorship, to avoid potential corruption or perceived as corrupt situations; and
ABS does not have any political affiliations and does not make political contributions, donations or sponsor any events of political parties. DBM, Staff and Business Associates may donate or sponsor political parties, however, it shall never be associated with ABS (i.e. personal capacity).

11.2. All donation and sponsorship given or received shall be authorized in according with the Delegation and Approval Limit Policy.

12. FACILITATION PAYMENTS

12.1. ABS adopts a strict policy of disallowing the use and receive of facilitation payments in its business. Facilitation payment is an unofficial 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 to which the payer has legal or other entitlement.

12.2. Personnel shall decline to make or receive facilitation payment, regardless of the amount, and shall report to CEO immediately when they encounter any requests for a facilitation payment. In addition, if a payment has been made and DBM, Staff or Business Associates are unsure of the nature, the CEO must be notified immediately, and the payment shall be recorded accordingly. DBM, Staff and Business Associates must not promise or offer, or agree to give or offer, promise or agree to receive facilitation payments to or from any external party.

13. BUSINESS REWARDS, REBATES, COMMISSIONS, OR OTHER INCENTIVES

13.1. Doing business or establishing new business opportunities may involve the use of various promotional and marketing tools such as business rewards, rebates, discounts, or other incentives. Whilst ABS does not prohibit its DBM, Staff and Business Associates from giving or receiving business incentives, however, it shall be aligned with the following principles:

Not with the intention to obtain or retain business for ABS, to obtain or retain advantage in the conduct of business for ABS, to influence or perceived to be able to influence judgement or business decisions, to reward for improper performance of responsibilities, or to receive preferential treatment;
Does not contradict with applicable laws and policies of both the giver and receiver;
Is formally documented as part of the incentive program or contract (e.g. rewards program or credit policy); and
Is reasonable (e.g. market rate), applicable to all or its applicability is based on business-based parameters (e.g. applicable to all customers or applicable to customers exceeding certain order amount).

14. RECRUITMENT, PROMOTION AND SUPPORT OF DBM AND STAFF

14.1. ABS recognises the value of integrity in its DBM, Staff and Business Associates. ABS’s recruitment, appointment, engagement, training, performance evaluation, remuneration, recognition and promotion for all ABS’s DBM, Staff (including management) and Business Associates, where applicable, shall be designed and regularly updated to recognise integrity.

14.2. The recruitment of Staff shall be based on approved selection criteria to ensure that only the most qualified and suitable individuals are employed. This is crucial to ensure that no element of corruption is involved in the hiring of Staff.

In line with this, proper background checks shall be conducted in order to ensure that the potential Staff has not been convicted or alleged to have involved in any bribery or corruption cases nationally or internationally. More detailed background checks shall be taken when hiring Staff that would be responsible in management positions, as they would be tasked with decision making obligations.

Background checks shall also be conducted on DBM prior to being nominated or appointed into the Board or Council.

14.3. ABS does not offer employment to prospective Staff in return for their having improperly favoured ABS in a previous role.

15. BUSINESS ASSOCIATES

15.1. All Business Associates (including external providers such as consultants, advisors, vendors and agents) acting on behalf of ABS are required to comply with this Policy and all other related policies.

15.2. In circumstances where ABS retains controlling interest, such as in certain joint venture agreements, Business Associates are required to adhere to this Policy. Where ABS does not have controlling interest, Business Associates are encouraged to comply with the same.

15.3. Due diligence shall also be carried out with regards to any Business Associates intending to act on ABS’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 ABS.

15.4. The extent of the due diligence shall 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.

15.5. ABS shall include standard clauses in all contracts with Business Associates enabling ABS 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 ABS’s behalf where bribery risk has been identified.

16. RESPONSIBILITIES OF ABS DBM AND STAFF

16.1. All ABS’s DBM and Staff are required to carry out those responsibilities and obligations relating to ABS’s anti-bribery and corruption stance, alongside those already in existence, which includes the following:

Be familiar with applicable requirements and directives of the policy and communicate them to subordinates;
Promptly record all transactions and payments in ABS’s books and records accurately and with reasonable detail;
Ask the CEO if any questions about this Policy arise or if there is a lack of clarity about the required action in a particular situation;
Always raise suspicious transactions and other “red flags” (indicators of bribery or corruption) to immediate superiors for guidance on the next course of action;
Be alert to indications or evidence of possible violations of this Policy;
Promptly report violations or suspected violations through appropriate channels, including the Whistleblowing channel;
Attend required anti-bribery and corruption training as required according to position; and
Not misuse their position or ABS’s name for personal advantage.

16.2. When dealing with Business Associates, all ABS’s DBM and Staff shall not:

16.2.1 express unexplained or unjustifiable preference for certain parties;

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

16.2.3 exert improper influence to obtain benefits from them;

16.2.4 directly or indirectly offer or make promise or corrupt payments, in cash or in kind for a specific favour or improper advantage from them.

16.3. During an active or anticipated procurement or tender exercise, ABS’s DBM and Staff participating in the exercise in any way whatsoever, shall not:

16.3.1 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.

16.3.2 provide anything other than a Corporate Gift and token Hospitality to any external/ third party related to the exercise;

16.3.3 be involved in any discussions regarding business or employment opportunities, for personal benefit or for the benefit of a Business Associates;

16.3.4 abuse the decision-making and other delegated powers as per Limits of Authority; and

16.3.5 bypass normal procurement or tender process and procedure.

16.4. When dealing with external parties in a position to make a decision to ABS’s benefit (such as a Government official or client), ABS’s DBM and Staff shall not:

16.4.1 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;

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

16.4.3 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 ABS; and

16.4.4 exert improper influence to obtain personal benefits from them.

16.5. ABS’s Managers have a particular responsibility to ensure that this Policy is applied and complied with within their department or function and to monitor compliance of the same. They also must ensure that subordinates in ‘Exposed Positions’ attend relevant training.

17. CONFLICT OF INTEREST

17.1. A Conflict of Interest may arise in a situation where an individual is in a position to take advantage of his/ her role in ABS for his/ her personal benefit, including the benefit of his/her family and/ or friends and/ or company. This would undermine the duties of good faith, fidelity, diligence and integrity as expected by ABS from its DBM and Staff in the performance of their duties and obligations.

17.2. All DBM and Staff should avoid situations in which personal interest could conflict with their professional obligations or duties. DBM and Staff 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.

17.3. In situations where a conflict does occur, DBM and Staff are required to declare the matter as per the Staff Handbook.

18. STAFF AND DBM DECLARATIONS

18.1. All ABS’s DBM and Staff 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 Resources Division for the duration of the employment. A sample declaration is available in the Appendix of this Policy.

18.2. The CEO reserves the right to request information regarding a Staff’s assets in the event that the person is implicated in any Bribery and Corruption-related accusation or incident.

19. ANTI-BRIBERY AND CORRUPTION COMPLIANCE FUNCTION

19.1. ABS shall establish and maintain an anti-bribery and corruption compliance function within the CEO to oversee the design, implementation and management of this Policy.

19.2. The CEO shall perform functions below within ABS’s structure, equipped to act effectively against Bribery and Corruption:

19.2.1 provide advice and guidance to DBM and Staff on this Policy and issues relating to Bribery and Corruption;

19.2.2 take appropriate steps to ensure that adequate monitoring, measurement, analysis and evaluation of this Policy is performed;

19.2.3 report on the performance of this Policy to the top management and Audit Committee regularly.

19.3. Appropriate resources shall be provided for effective operation of this Policy and that the CEO is supported by individuals who have the appropriate competence, status, authority and independence.

19.4. ABS 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.

20. TRAINING AND AWARENESS

20.1. ABS shall conduct an awareness programme for all its DBM and Staff on ABS’s position regarding anti-bribery and corruption, integrity and ethics.

20.2. Training shall be provided on a regular basis, in accordance with the level of Bribery and Corruption risk related to the position. Training should be provided to DBM and Staff who are:

20.2.1 new to ABS (part of onboarding program); or

20.2.2 appointed to division or transferred to the Exposed position.

20.3. Human Resources Division shall maintain records to identify which ABS DBM and Staff have received training, and produce, communicate and submits a training report to the CEO on a quarterly basis.

20.4. Business Associates acting on behalf of ABS shall also undergo appropriate training, where a Bribery and Corruption risk assessment identifies them as posing Bribery and Corruption risk to ABS.

21. REPORTING OF POLICY VIOLATIONS

21.1. 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 ABS DBM, Staff, Business Associates and/or the general public (hereinafter known as Whistleblower).

21.2. Personnel who encounter actual, suspected or attempted wrongdoings (including bribery and corruption) or violations of this Policy are required to report their concerns using the reporting channels as stated in the Whistleblowing Policy i.e.:

21.2.1 verbally through the whistleblower hotline at 03- 2095 1399 between the hours of 9:00 am and 5:00 pm from Mondays to Fridays; or

21.2.2 via wbp@asianbankingschool.com

21.3. 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.

21.4. Whistleblowers who wish to remain anonymous shall be guaranteed anonymity unless the law requires disclosure of identity in the legal proceedings. Files and reports in relation to the case shall be kept secured and information received shall be held in the strictest confidence.

21.5. Retaliation in any form against the Whistleblower where the person has, in good faith, reported a wrongdoing, violation or possible violation of this Policy is strictly prohibited. Any ABS DBM or Staff found to have deliberately acted against the interests of a Whistleblower who has in good faith reported a wrongdoing, violation or possible violation of this Policy shall be subjected to disciplinary proceedings including demotion, suspension, dismissal or other actions (including legal action) which ABS may pursue.

22. RIGHTS TO AUDIT BUSINESS ASSOCIATES

Regular audits shall be conducted to ensure compliance with this Policy. Such audits may be conducted internally by ABS or by an external party. Audit documentation should include performance improvement action plans.

23. SANCTIONS FOR NON-COMPLIANCE

23.1. Non-compliance as identified by the audit and any risk areas identified through this and other means should be reported to the ABS Board and Audit Committee in a timely manner in accordance with the level of risk identified.

23.2. ABS regards bribery and acts of corruption as serious matters and will apply penalties in the event of non-compliance with this Policy. For ABS DBM and Staff, non-compliance may lead to disciplinary action, up to and including termination of employment.

23.3. For Business Associates, non-compliance may lead to penalties including termination of contract. Further legal action may also be taken in the event that ABS’s interests have been harmed by the results on non-compliance by individuals and/or organisations.

23.4. ABS also reserves the right to report any non-compliances to the relevant authorities, for example, the Malaysian Anti-Corruption Commission.

24. CONTINUOUS IMPROVEMENT

24.1. ABS shall monitor the legal and regulatory procedures where it operates and any changes to ABS’s business environment and risks and identify opportunities for this Policy’s improvement. A report should be submitted to the top management and Audit Committee on a regular basis for the appropriate action to be taken.

24.2. Regular assessments of this Policy should be carried out to ensure its scope, policies, procedures and controls match the Bribery and Corruption related risks faced by ABS.

24.3. ABS endeavours to impact the business environment where it operates. This includes extending its integrity programme 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.

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