1.1 The Company and its subsidiaries (collectively, the “Group”) are committed to ethical, transparent and responsible business practices.
1.2 This Anti-Bribery and Anti-Corruption Policy (“Policy”) will be regularly reviewed and updated to capture changes in the applicable legislation and regulatory requirements, reputational demands and changes in the business.
1.3 This Policy shall be read in conjunction with the Company’s Code of Ethics and Conduct and Whistleblowing Policy and the Malaysian Anti-Corruption Commission Act 2009.
2.1 This Policy sets out the Company’s position on matters pertaining to bribery and corruption that may be encountered by our Directors and Personnel in the course of business for the purpose of providing guidance in dealing with and preventing acts of bribery and corruption.
3.1 This Policy applies to –
- the Group and all of its Directors, Personnel and Intermediaries; and
- the Group’s business dealings with private and public sector entities, including their Directors, Personnel and Intermediaries; and
- all jurisdictions in which the Group operates.
3.2 Should the provisions of this Policy conflict with a mandatory law, the law shall prevail.
4.1 The following abbreviations and definitions are used in this Policy:
|Abuse of power
||Where someone abuses a position of trust for the purposes of illicit gain.
||The Board of Directors of NCT Alliance Berhad
|Breach of trust
||A failure to act responsibly for someone who has given you something to keep safe e.g. money or a company’s confidential information.
||The offering, promising, giving, accepting, or soliciting of an advantage as an inducement for an action, which is illegal, unethical, or a breach of trust or to refrain from acting. Bribery can be a financial or in-kind undue advantage that can be paid directly or through intermediaries.
|Business Associate or Counterparty
||An external party with whom the organisation has an existing or prospective business relationship with either on a regular or one-off basis e.g. clients, customers, joint ventures, joint venture partners, consortium partners, outsourcing providers, contractors, consultants, subcontractors, suppliers, vendors, advisers, agents, distributors, representatives, intermediaries and investors
||Construction Industry Development Board
||The Malaysian Code on Corporate Governance
||An agreement between people to act together secretly or illegally in order to deceive or cheat someone
|Conflict of interest
||When one’s private interests either influence, have the potential to influence, or are perceived to influence one’s decision-making on behalf of the Group
||A person who provides services to the Group under a written contract
||Either given by one organisation to another, with the appointed representatives of each organisation giving and accepting the gift, or promotional items given to the general public at events, trade shows and exhibitions for branding purposes. Corporate gifts usually bear the Company’s name and logo
Corruption is the act of giving or receiving of 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.
Four (4) main offences are specified in the MACC Act 2009:
- Soliciting / receiving Gratification (Bribe) [section 16 & 17(a) MACC Act 2009];
- Offering / giving Gratification (Bribe) [section 17(b) MACC Act 2009];
- Intending to deceive (False claim) [Section 18 MACC Act 2009]; and.
- Using office or position for Gratification (Bribe) (Abuse of power / position) [Section 23 MACC Act 2009].
The MACC regards bribery, fraud, abuse of power and money laundering as acts of corruption.
||Corporate Social Responsibility
||Includes all independent and non-independent directors, executive and non-executive directors of the Group and shall also include alternate or substitute directors
||Charitable contributions made in cash or in kind to support the community
||The crime of secretly taking money that is in your care or that belongs to an organization or business you work for
||All indidviduals directly contracted to the Group on an employment basis, including permanent and temporary employees
||Any position identified via rish assessment as being vulnerable to bribery which may include but is not limited to roles involving procurement or contract management; financial approvals; human resources; government relations; sales; negotiations with external parties; or other positions so identified by the Company
||The act of getting something, especially money, by force or threats.
||A financial payment made to a public official to expedite an administrative or routine process or decision which the payer is legally entitled to even without making such a payment.
||The crime of obtaining money or property by deceiving people.
||The Company and its subsidiaries, collectively
(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).
(MACC Act 2009)
||Food, drink, entertainment, etc. that an organisation provides for guests or business partners with or without the presence of the host.
||Agents and other appointed representatives of the Group
||A trainee (paid or unpaid) who works for an organisation for a limited period of time to gain work experience
||The Malaysian Anti-Corruption Commission
|MACC Act 2009
||The Malaysian Anti-Corruption Commission Act 2009 and any amendments or additions thereto or re-enactments thereof.
||A process of converting cash or property derived from criminal activities to give it a legitimate appearance.
|NCT Alliance or the Company
||NCT Alliance Berhad [Company no. 200301004972 (607392-W)]
||Gifts given from one individual to another with the intention of creating or enhancing a personal relationship.
||Employee, Contract staff and interns, collectively
||Contributions, financial or in kind, made directly or indirectly to a political party, elected officials or political candidates for general party support or political campaigning. Financial contributions can include loans. In-kind contributions can include gifts of property or services, advertising or promotional activities endorsing a promotional party, the purchase of tickets for fundraising events and contributions to research organisations with close political affiliations.
||The provision of financial support to sports, arts, entertainment or other causes for business objectives and usually for brand or reputation management purposes.
||Those parties who are directly or indirectly influenced by our business operations or can significantly influence our business operations such as shareholders, employees, customers, suppliers, regulators, society and the communities in which the Company conducts its business.
||A corporation in which NCT Alliance controls the composition of the board of directors, controls more than half of the voting power and holds more than half of the issued share capital excluding preference shares.
|Trading in influence
||Occurs when someone close to a key decision maker improperly exchanges the influence they have over that person for some advantage.
5.1 The Group advocates a zero tolerance towards all forms of bribery and corruption. Corrupt activities also include the abuse of power, breach of trust, collusion, embezzlement, extortion, fraud, money laundering and trading in influence.
5.2 In the event of an investigation into corruption involving the Group, we shall ensure our full co-operation with the enforcement agencies and other competent authorities.
5.3 This Policy builds on the principles contained in our Code of Ethics and Conduct.
5.4 Compliance with this policy is compulsory. The Group’s personnel will not be penalised or suffer other consequences for refusing to pay or receive bribes or indulge in any other illicit behaviour even if such refusal results in the loss of business or any other adverse impact upon the Group’s operations.
5.5 The Group may conduct due diligence on personnel in Exposed Positions to safeguard the interests of the Group.
6.1 Situations in which personal interest could come into conflict with obligations or duties owed to the Group should be avoided or dealt with accordingly.
6.2 Directors and Personnel must not use their position, official working hours, the Group’s resources and assets for personal gain (including for the benefit of their family or friends) or to the Group’s disadvantage.
6.3 The Code of Ethics and Conduct includes the following provisions to be observed by all Directors and Personnel:
- Not misuse information gained in the course of duties for personal gain or for political purposes.
- Uphold accountability and act in good faith and in the best interests of the Company and the Group.
- Ensure the protection of the Company's legitimate business interests, including corporate opportunities, assets and confidential information.
- Declaration of any personal, professional or business interests that may conflict with responsibilities.
6.4 Should Directors or Personnel encounter a conflict-of-interest situation, they are required to disclose the said situation.
7.1 In the event of suspicious behaviour, allegations and/or investigations relating to bribery or corruption, Group Human Resources reserves the right to request the relevant Directors and Personnel to declare information regarding the assets owned by them as deemed necessary.
8.1 Donations may be permissible depending on the circumstances and should be made directly to an official entity and be capable of being publicly disclosed.
8.2 Donations and sponsorships must not be made to influence business decisions or to cover up undue payments or bribery.
8.3 The provisions relating to donations and sponsorships also apply to any CSR contributions.
8.4 Written or verbal approval, on a case-by-case basis, must be obtained from the Group Managing Director/Group Executive Director and/or Executive Director before the Group’s funds or resources may be utilised for any direct or indirect political contributions.
8.5 All donations, sponsorship payments and political contributions must be accurately reflected in the Group’s accounting books and records, be permitted by the applicable law and be capable of being publicly disclosed.
9.1 Facilitation payments are strictly prohibited by the Group. Personnel must immediately notify and consult their immediate superior when faced with a request for such a payment.
9.2 The Company recognises that, in exceptional circumstances, a facilitation payment may be an immediate recourse to protect the safety of an employee. In such situations, the prior approval of the Group Managing Director/Group Executive Director/ Executive Director is required or, in an emergency, retroactively as soon as possible after the payment.
10.1 The Company adopts a clear separation of duties for all job functions whether they are financial or non-financial in nature.
10.2 There must be at least two (2) levels of checking for jobs of a non-financial nature, i.e. the job performer and the checker.
10.3 For financial-related jobs, there must be at least three (3) levels of checking, comprising the job performer, the checker and the approver.
10.4 Where the financial activity involves disbursement or payment of funds, multiple signatories are required.
10.5 The effectiveness of our financial and non-financial internal controls is periodically reviewed by our internal audit function.
11.1 GHT must not be offered or accepted to influence business decisions.
11.2 The soliciting or receiving of Personal Gifts, cash or cash-equivalents, which may include discount vouchers, coupons, commissions, shares etc., from external parties is strictly prohibited.
11.3 Any Personal Gift which violates this Policy must be politely declined or returned with an explanatory note from the affected Director or Personnel thanking the third party but politely explaining that the Policy prevents them from accepting Personal Gifts.
11.4 Reasonable business-related GHT is allowable provided the following criteria are satisfied:
- They must be capable of being disclosed
- They do not give rise to a conflict of interests;
- They are not offered or accepted when there is a pending business decision; and
- They are moderate and not so frequent that it places the recipient under an obligation.
11.5 Directors and Personnel must comply with all applicable laws and regulatory requirements related to business-related GHT in all countries in which the Group operates.
11.6 Directors and Personnel should avoid offering or accepting GHT from government officials. Where deemed appropriate, a Corporate Gift and not a Personal Gift may be given for a specific purpose. GHT must be reasonable and in accordance with the rank of the government officer so as to avoid the impression of the creation of an obligation on the part of the government official.
11.7 All offers and acceptance of GHT involving government officials must be declared in the register.
12.1 All Business Associates are expected to abide by ethical business practices and avoid corrupt practices, including bribery
12.2 Appropriate due diligence including background checks and a document verification process must be undertaken on any Business Associate and the duly completed declaration form as per Annexure 2 submitted by the said Business Associate before entering into a business relationship.
12.3 Where practicable, contractual clauses are included to enable the Group to terminate any contract in which bribery or corruption has been identified.
12.4 All Business Associates acting on behalf of the Group must contractually agree to abstain from bribery and corrupt practices.
12.5 If there are suspicions of bribery and corruption on the part of Business Associates in their dealings with the Group, we reserve the right to seek an alternative supplier for the goods or services.
13.1 The Group’s Personnel are prohibited from being directly or indirectly involved in moneylaundering activities.
13.2 This section should be read in conjunction with the Company’s Anti-Money Laundering and Countering Financing of Terrorism Policy.
14.1 Obtain the profile of the tenderer by referring to the relevant corporate documents if it is a new Business Counterparty or refer to the Company database.
14.2 Review the tenderer’s ability by preparing the Prequalification Report. The parameters of the assessment include:
- Year of establishment, business registration validity and other registrations (e.g.CIDB).
- Financial data and status (e.g. paid-up capital).
- Project track record and current workload.
14.3 Prepare the recommended list of tenderers for top management’s approval based on the advice given in the Prequalification Report.
14.4 Seek Expressions of Interest from tenderers based on the approved list of tenderers. At least three (3) quotations / bids must be obtained for each contract tendered out except where special skills or specific products are required or options are constrained due to but not restricted to geographical limitations.
14.5 Issue the tender document to the interested tenderers with all the terms and conditions listed.
14.6 Tenderers have to submit the tender bid by the instructed date and time.
14.7 Conduct the tender opening with the presence of top management or their appointed representative(s).
14.8 Prepare the tender report, which contains a review of the tenderer’s submission for the commercial and technical parts.
14.9 Conduct the tender interview to do the necessary clarification and undertake a site visit to the tenderer’s on-going project as and when required.
14.10 Where applicable, tenderers have to submit the revised tender bid with the requested documents by the instructed date and time.
14.11 Prepare a supplementary tender report, containing a review of the tenderer’s revised submission and a review of the tenderer’s work-management capability based on the site visit.
14.12 Prepare the necessary tender clarification to resolve all the technical issues, where applicable.
14.13 Prepare the summary of tenders received and present it to the top management or their appointed representative(s) upon the resolution of any technical issues.
14.14 Arrange for the commercial negotiation and issue the letter of award.
15.1 The members of the Board are appointed in a formal and transparent practice in accordance with the Code.
15.2 The Nomination Committee is responsible for making recommendations for appointments to the Board and will assess the suitability of an individual by taking into account his/her skills, knowledge, expertise, experience, professionalism, integrity and/or other commitments
15.3 The Company’s recruitment, training, performance evaluation, remuneration, recognition and promotion policies for all its Personnel are designed with meritocracy and integrity at their core. Favouritism, whereby a person is selected regardless of qualifications or merit for a job because of affiliations or connections, is strictly prohibited.
15.4 Background checks, where necessary, are to be conducted prior to the appointment to key roles.
16.1 The Company recruits, promotes and awards contracts purely on merit. As such, we are not inclined to consider letters of support in all forms in the decision-making process.
17.1 The Company has established a Risk Management working Committee an anti-bribery and anti-corruption committee to manage the implementation of the Policy.
17.2 The role of the committee will include –
- Responsibility for all anti-corruption compliance matters, including the provision of advice and guidance to Directors, Personnel and Business Associates in relation to the anti-corruption programme;
- Post-implementation reviews involving monitoring, measuring analysing and evaluating the performance of the Policy;
- Periodic reporting to the top management and Audit Committee on the performance of the Policy; and
- Monitoring the Company’s legal, regulatory and business environments and risks for changes which will require amendments to the Policy
- Maintaining records and managing documentation related to the Policy.
17.3 The committee will be allocated adequate resources to operate efficiently.
17.4 The Company will conduct regular risk assessments to identify the bribery and corruption risks facing the business, set anti-bribery and corruption objectives and assess the effectiveness of existing controls in achieving those objectives.
18.1 The Policy is posted on the Company’s intranet and is accessible by all our Directors and Personnel and awareness is reinforced through messages on the Company’s intranet and/or website, emails, newsletters and the Employee’s Handbook.
18.2 Training programmes are to be conducted on the Company’s position on bribery and corruption for all our Directors and Personnel in various formats, including seminars, videos and in-house courses, intranet or web-based programs.
18.3 All our new recruits are required to sign a declaration that they have read and understood and will abide by the Policy. The format of the declaration is as per Annexure 1.
18.4 Our current Directors and Personnel are required to sign the declaration as soon as practicable. It is envisaged that the declaration may be submitted electronically in the future.
18.5 The Human Resources Department will maintain records of the Directors and Personnel who have submitted the declaration to ensure that all the Group’s Directors and Personnel comply with these requirements.
18.6 Intermediaries are required to sign the declaration confirming they have been provided with a copy of the Policy and that they undertake to abide by the provisions of the Policy directly or indirectly applicable to them. The format of the declaration is as per Annexure 2.
19.1 Periodic audits will be conducted either internally or by an external party to ensure compliance with this Policy.
19.2 The findings of the audits will be documented and form the basis for any process improvements.
20.1 In line with the level of risk, incidences of non-compliance and any risk areas identified by the audit or other means must be reported to the top management and Audit Committee in a timely manner.
20.2. For the Company’s Directors and Personnel, punitive action taken for non-compliance may include disciplinary action up to and including the termination of their services / employment.
20.3 For external parties, penalties for non-compliance could include the termination of the affected contract(s). In the event that the Company’s interests have been harmed by the noncompliance of external parties, legal action may be pursued against such parties.
20.4 Stakeholders who encounter suspected, attempted or actual violations of this policy are encouraged to report such incidents promptly. Our Whistleblowing Policy provides the following whistleblowing channels:
(a) Email: email@example.com
(b) Post: Strictly Confidential
NCT Alliance Berhad,
Menara NCT, No. 2, Jalan BP 4/9, Bandar Bukit Puchong,
47100 Puchong, Selangor Darul Ehsan
Attention: The Audit Committee Chairman
20.5 The whistleblowing channels may also be used to highlight inadequacies in the anticorruption compliance programme.
20.6 Whistleblowing reports made in good faith, either anonymously or otherwise, will be investigated objectively without the threat of reprisal regardless of the outcome. The confidentiality of the whistle-blower’s identity and the information reported is ensured.
21.1 This Policy will be reviewed at least once every three (3) years to ensure its effectiveness and consistency with the governing legislation and regulatory requirements, or more frequently should there be material changes to the said legislation and regulations or circumstance of the business, if any.
22.1 This Policy was reviewed and approved by the Board on 28 May 2020.