Anti-Bribery & Anti-Corruption Policy Toyo Tyre Sales And Marketing Malaysia Sdn. Bhd. Toyo Tyre Malaysia Sdn. Bhd.
Table of contents 1 Introduction 1 2 Policy Statement 2 3 Who are covered by the Policy? 4 4 Definition 5 5 Compliance Function 7 6 What IS and what IS NOT acceptable 8 7 Employees Responsibilities 12 8 Business Associates' Responsibilities 14 9 Conflict of Interest 15 10 What happens if I need to raise a concern? 15 11 Training and Communication 17 12 Record Keeping 17 13 Monitoring, Reviewing and Enforcement 18 14 Staff Declaration 19 Appendix A - Key Legislation of Bribery / Corruption Offences in Malaysia 20 Appendix B - Limits of Threshold for Entertainment 22 Appendix C - Form for Receipt of Offers of Gifts or Hospitality 24 Appendix D - Sample of Staff Declaration Form 25
Page 1 of 25 1 Introduction This Anti-Bribery & Anti-Corruption Policy (“Policy”) sets out the responsibilities of Toyo Tyre Sales and Marketing Malaysia Sdn. Bhd. (“TSM”) and Toyo Tyre Malaysia Sdn. Bhd. (“TTM”) (“hereinafter referred to as The Group”) and those who work for the Group on the requirement to observe and uphold the Group’s zero-tolerance position on bribery and corruption and its commitment to conducting business with integrity. Having a clear and unambiguous policy statement on the Group’s position regarding bribery and corruption forms the cornerstone of an effective integrity management system. The policy should thus be read in conjunction with the Group’s various policies & guidelines. If multiple documents speak on the same subject, then the more stringent provision always applies. This Policy provides a source of information and guidance for those working for the Group. It helps them recognise and deal with bribery and corruption issues, as well as understand their responsibilities. Employees who refuse to pay bribes or participate in acts of corruption will not be penalised even if such refusal may result in losing business. The Policy leverages on the values and core principles set out in the Toyo Tires Group Code of Conduct Handbook. Full compliance to both the spirit and the letter of this Policy is mandatory and should be maintained using a principle-based approach.
Page 2 of 25 2 Policy Statement The Group is committed to conducting business in an ethical and honest manner, and is committed to implementing and enforcing systems that ensure bribery and corruption is prevented. The Group has zero-tolerance for bribery and corruption activities. The Board of Directors and Top-level Management are committed to acting professionally, fairly and with integrity in all of the Group’s business dealings and relationships in whichever country we operate, without exception and without regard to regional customs, local practices or competitive conditions. The Policy statement apply 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. No employee or external third party will suffer demotion, penalty or other adverse consequences in retaliation for refusing to pay or receive bribes or participate in other illicit behaviour. The 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. The Group shall constantly uphold all laws relating to anti-bribery and corruption in all the jurisdictions where we operate. The Group is bound by the laws of Malaysia, in particular the Malaysian Anti-Corruption Commission Act 2009 (“MACC Act 2009”), pertaining to our conduct both at home and abroad. These laws include but are not limited to the Malaysian Penal Code (revised 1977) (and its amendments), the Malaysian Anti-Corruption Commission Act 2009 and its amendments, the Companies Act 2016, the US Foreign Corrupt Practices Act 1977 (amended 1998), and the UK Bribery Act 2010. These laws prohibit bribery and acts of corruption, and mandate that companies establish and maintain accurate books and records and sufficient internal controls. The Group recognises that bribery and corruption are punishable by way of pecuniary fines and/or jail sentences, as the case may be, upon conviction.
Page 3 of 25 There may well be other associated charges brought against the Group and/or its officers under other legislations in Malaysia or in the countries in which the alleged offence is committed. All these may lead to serious damage to our reputation, financial loss and disbarment from business and other negative consequences. It is with this in mind that we remain committed to preventing bribery and corruption in our businesses, and we take our legal responsibilities seriously. Under the Corporate Liability Provision of Section 17A of the MACC Amendment Act 2018, any company under the Group commits an offence if a person associated with the company or the Group corruptly gives, agrees to give, promises of offers to any person any gratification whether for the benefit of that person or another person with intent: - a) to obtain or retain business for the company or the Group; or b) to obtain or retain an advantage in the conduct of business for company or the Group. Penalties upon conviction under Section 17A of the MACC Amendment Act 2018 would be a monetary fine of not less than 10 times the sum or value of the corrupt gratification or RM1million, whichever is higher, and/or a jail term not exceeding 20 years. Appendix A shows a summary of key legislations of bribery / corruption offences in Malaysia. In cases where there is a conflict between mandatory laws and the principles contained in this and other policies, the law shall prevail.
Page 4 of 25 3 Who are covered by the Policy? This Policy applies to the Board of Directors and all employees in the Group (whether temporary, contract-basis or permanent), trainees, seconded staff, casual workers, agency staff, volunteers, interns, agents, sponsors or any other person or persons associated with the Group, or any of its subsidiaries or their employees, no matter where they are located (within or outside of Malaysia). The definition of such persons associated with the Group accords with Section 17A (2) of the MACC Amendment Act 2018. This Policy also applies to Officers, Trustees, Board, and/or Committee members of companies in the Group at any level. Any arrangements the Group makes with a Business Associate is subject to clear contractual terms, including specific provisions that require the third party to comply with minimum standards and procedures relating to anti-bribery and corruption. In the context of this Policy, “Business Associate” refers to any external party individual or organisation the Group meets and works with. It refers to actual and potential clients, customers, suppliers, vendors, consultants, contractors, sub-contractors, outsourcing providers, distributors, business contacts, agents, advisers, representatives, intermediaries, investors, joint ventures, joint venture partners and government and public bodies – this includes their advisors, consultants, representatives and officials, politicians and public parties.
Page 5 of 25 4 Definition “Bribery” refers to the act of offering, giving, promising, asking, agreeing, receiving, accepting or soliciting something of value or of an advantage so to induce or influence an action or decision. A bribe refers to any inducement, reward or object/item of value offered to another individual in order to gain or retain commercial, contractual, regulatory or personal business or advantage. Bribery is not limited to the act of offering a bribe (“outbound”). If an individual is on the receiving end of a bribe (“inbound”) and they accept it, they are also breaking the law. “Corruption” means the act of soliciting, giving, promising to give, offering, accepting or receiving gratification, directly or indirectly, to/from a person in authority either in the form of money, goods, services, property, privilege, favours, employment positions or preferential treatment as an inducement or reward to or not to do an act in relation to the person’s principal affairs or function. Under the Malaysian Anti-Corruption Commission Act 2009 (“MACC Act 2009”), bribery and corruption mean any action which would be considered as an offence of giving or receiving “gratification”. “Gratification” is defined in Section 3 of the MACC Act 2009 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;
Page 6 of 25 (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). “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 the Group. “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 an employee 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. “Person Associated” means Director, Controller, Employee or Partner, or Agent who perform service on behalf of the organisation. Bribery and corruption are illegal. Employees must not engage in any form of bribery or corruption, whether it be directly or through a third party (such as an agent or distributor). They must not bribe a foreign public official anywhere in the world. They must not accept bribes in any degree and if they are uncertain about whether something is a bribe, a gift or act of hospitality, they must seek further advice from the Group Compliance Officer / Group Compliance Leader / Company Compliance Leader.
Page 7 of 25 5 Compliance Function The Group shall establish and maintain an anti-bribery and corruption compliance function within the Compliance Dept. to oversee the design, implementation and management of this Policy. The Compliance Dept. shall perform functions below within the Company structure, equipped to act effectively against bribery and corruption: a) provide advice and guidance to personnel on the Policy and issues relating to bribery and corruption. b) take appropriate steps to ensure that adequate monitoring, measurement, analysis and evaluation of the Policy is performed. c) report on the performance of the Policy to the top management and Compliance Committee regularly. Appropriate resources shall be provided for effective operation of the Policy and that the Compliance Dept. is staffed with persons who have the appropriate competence, status, authority and independence. The Group shall conduct regular risk assessments via its bi-annual Enterprise Risk Management (ERM) review 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.
Page 8 of 25 6 What IS and what IS NOT acceptable This section of the Policy refers to the following five (5) areas: 1. Gifts, entertainment, hospitality and travel. 2. Facilitation payments and kickbacks. 3. Political contributions. 4. Charitable contributions. 5. Support letters. 6.1 Gifts, entertainment, hospitality & travel “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, but not limited to, diaries, calendars, pens, caps, umbrellas, keychains and festive gifts such as hampers, oranges and dates. “Hospitality” means the considerate care of guests, which may include refreshments, accommodation, entertainment and recreation 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 recreational resort with equipment included. The Group accepts normal and appropriate gestures of gifts and entertainment (whether given to or received from third parties) so long as the giving or receiving of such gifts, entertainment, hospitality & travel meets the following requirements: a) It is not made with the intention of influencing the party to whom it is 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.
Page 9 of 25 b) It is not made with corrupt or criminal intent by a person or external party who has, or is, or may have a conflict of interest with TSM. c) It is not made with the suggestion that a return favour is expected. d) It is in compliance with local laws. e) It is given in the name of the organization, not in an individual’s name. f) It does not include cash or a cash equivalent (e.g. a voucher or gift certificate); g) It is appropriate for the circumstances (e.g. giving small gifts around festive seasons or as a small thank you to an organization for helping with a large project upon completion); h) It is of an appropriate type and value, and given at an appropriate time, taking into account the reason for the gift, entertainment, hospitality and travel. i) It is given or received openly, not secretly. j) It is not selectively given to a key or influential person, clearly with the intention of directly influencing them. k) It accords with the limits of threshold, frequency and approval mandate as predetermined by the Group (see Appendix B); and l) It is not offered to, or accepted from, a government official or representative, politician or political party, without the prior sanction based on the Group’s approval mandate. Where it is inappropriate to decline the offer of a gift, entertainment, hospitality or travel (i.e. when meeting with an individual of a certain religion/culture who may take offence), the gift, entertainment, hospitality or travel may be accepted so long as it is declared to the Group Compliance Officer / Group Compliance Leader / Company Compliance Leader, who shall assess the circumstances, including whether it accords with the Group’s pre-determined thresholds and frequency. The Group recognises that the practice of giving and receiving business gifts varies amongst countries, regions, cultures and religions. As such, definitions of what is acceptable and not acceptable will inevitably differ for each. As good practice, gifts, entertainment, hospitality & travel given and received should always be disclosed to the Group Compliance Officer / Group Compliance Leader / Company Compliance Leader via the Form for Receipt of Offers of Gifts or Hospitality (see Appendix C).
Page 10 of 25 The Group’s employees shall obtain the consent of the Group Compliance Officer / Group Compliance Leader / Company Compliance Leader in a manner separately specified in advance when they sponsor a trip for other than the employees, etc. at the expense of the Group (see Appendix B, Prior Application Form (Anti-Bribery Regulations)). The intention behind a gift, entertainment, hospitality or travel being given or received should always be considered. If there is any uncertainty, the advice of the Group Compliance Officer / Group Compliance Leader / Company Compliance Leader should be sought. Please refer to TSM-CP-13-05 (Gifts, Entertainment and Hospitality Policy) for further details. 6.2 Facilitation payments and kickbacks The Group does not accept and will not make any form of facilitation payments of any nature. Facilitation payment is a payment or other provision made personally to an individual in control of a process or decision. We recognise that facilitation payments are a form of bribery that involves expediting or facilitating the performance of a public official for a routine governmental action. We recognise that they tend to be made by low level officials with the intention of securing or speeding up the performance of a certain duty or action. The Group does not allow kickbacks to be made or accepted. We recognise that kickbacks are typically made in exchange for a business favour or advantage. Employees of the Group shall report to the Group Compliance Leader / Company Compliance Leader when they encounter any requests for a facilitation payment. However, the Group recognises that despite our strict policy on facilitation payments and kickbacks, employees may face a situation where avoiding a facilitation payment or kickback may put their or their family’s personal security at risk. Under these circumstances, the following steps must be taken: a) Keep any amount to the minimum; b) Ask for a receipt, detailing the amount and reason for the payment; c) Create a record concerning the payment; and d) Report this incident to your line manager.
Page 11 of 25 6.3 Political contributions The Group will not make donations, whether in cash, kind or by any other means, to support any political parties or candidates. We recognise this may be perceived as an attempt to gain an improper business advantage. 6.4 Charitable contributions The Group accepts and encourages the act of donating to charities as part of its corporate social responsibility (“CSR”) initiatives, whether through services, knowledge, time or direct financial contributions (cash or otherwise), and agrees to disclose all charitable contributions at its corporate website at www.toyotiresasia.com.my Charitable contributions (cash or in-kind) may be given only to legitimate charities for proper charitable purposes, local community or welfare development, emergency donation in the case of natural disasters, or to support other socially beneficial purposes. Prior to making any charitable contributions, the background and reputation of the intended recipient must be reviewed in advance by the respective management team of TSM or TTM. Where any charitable contribution is to be made, it must be supported by an official request made in writing by the intended recipient. Upon receipt of the charitable contribution by the recipient, there must be adequate proof of receipt. Employees must be careful to ensure that charitable contributions are not used to facilitate and conceal acts of bribery. If in doubt, check with the Group Compliance Leader / Company Compliance Leader. The Group shall ensure that all charitable donations made are legal and ethical under local laws and practices. 6.5 Support letters The Group awards contracts and employee positions purely on a merit basis. Therefore, support letters in all forms shall not be recognised as part of the business decision making process.
Page 12 of 25 7 Employee Responsibilities As an employee of the Group, you must ensure that you read, understand and comply with the information contained within this Policy, and with any training or other anti-bribery and corruption information you are given from time to time. All employees and those under the Group’s control are equally responsible for the prevention, detection and reporting of bribery and other forms of corruption. You are required to avoid any activities that could lead to, or imply, a breach of this Policy. You must not misuse your position or the Group’s name for personal advantage. If you have reasons to believe or suspect that an instance of bribery or corruption has occurred or will occur in the future that breaches this Policy, you must promptly notify the Group Compliance Leader / Company Compliance Leader and required to report your concerns using the reporting channels stated in Whistle Blower Policy and Procedures (TSM-CP-13-01A). When dealing with Business Associates, all the Group’s 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 them. During an active or anticipated procurement or tender exercise, employees participating in the exercise in any way whatsoever, shall not: a) receive gifts or hospitality or any kind from any third 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 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
Page 13 of 25 e) bypass normal procurement or tender process and procedure. When dealing with external parties in a position to make a decision to the Group’s benefit (such as a Government official or client), employees 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. The Group’s managers have a particular responsibility to ensure that the Policy requirements are applied and complied with within their department or function and to monitor compliance with the policy. They also must ensure that subordinates in ‘Exposed Positions’ attend relevant training. If any employee breaches this Policy, the employee will face disciplinary action and could face dismissal for gross misconduct. The Group has the right to terminate a contractual relationship with an employee if the employee breaches this Policy.
Page 14 of 25 8 Business Associates’ Responsibilities All Business Associates acting on behalf of the Group are required to comply with this Policy and all other policies as it relates to them. As part of the Group’s commitment to combat bribery, The Group expects all Business Associates to refrain from bribery. If suspicion of bribery and corruption arises in the dealings with any Business Associate, the Group shall seek an alternative provider of the services / goods. Due diligence should also be carried out with regards to any Business Associates intending to act on the Group’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 the Group. 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 third party 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. The Group shall include standard clauses in all contracts with Business Associates enabling the Group 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 the Group’s behalf where a more than minor bribery risk has been identified. 9 Conflict of Interest 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 Group. All personnel should avoid situations in which personal interest could conflict with their professional obligations or duties. Personnel must not use their position, official working hours, the Group’s resources and assets, or information available to them for personal gain or to the Group’s disadvantage.
Page 15 of 25 10 What happens if I need to raise a concern? This section of the Policy covers 3 areas: i. How to raise a concern? ii. What to do if you are a victim of bribery or corruption? and iii. Protection. 10.1 How to raise a concern? If you suspect that there is an instance of bribery or corrupt activity occurring in relation to the Group, you are encouraged to raise your concerns as soon as possible via email to any of the following reporting channels: a) [email protected] (Toyo Tires Malaysia Hotline Secretariat) b) [email protected] (Toyo Tires Corporation (“HQ”) Hotline Secretariat) c) [email protected] or telephone number 03-5612 1287 (External Independent Hotline) If you are uncertain about whether a certain action or behaviour could be considered bribery or corruption, you should speak to your line manager, the Group Compliance Officer / Group Compliance Leader / Company Compliance Leader or the President / Managing Director. Reports on policy violations 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. The Group shall, via the Group Compliance Officer / Group Compliance Leader / Company Compliance Leader, familiarise all employees with its whistleblowing procedures so that employees can vocalise their concerns swiftly and confidentially.
Page 16 of 25 10.2 What to do if you are a victim of bribery or corruption? You must inform the Group Compliance Officer / Group Compliance Leader / Company Compliance Leader as soon as possible if you are offered a bribe by anyone, if you are asked to make one, if you suspect that you may be bribed or asked to make a bribe in the near future, or if you have reason to believe that you are a victim of another corrupt activity. 10.3 Protection If you refuse to accept or offer a bribe or you report a concern relating to potential act(s) of bribery or corruption, the Group understands that you may feel worried about potential repercussions or fear of reprisals. The Group will support anyone who raises concerns in good faith, either anonymously or otherwise under this Policy, even if investigation finds that he/she was mistaken. The Group will ensure that no one suffers any detrimental treatment as a result of refusing to accept or offer a bribe or other corrupt activities or because they reported a concern relating to potential act(s) of bribery or corruption. Detrimental treatment refers to dismissal, disciplinary action or unfavourable treatment in relation to the concern the individual raised. Retaliation in any form against the Group personnel where the person has, in good faith, reported a violation or possible violation of this policy is strictly prohibited. Any of the Group’s 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 the Group may pursue. If you have reason to believe you have been subjected to unjust treatment as a result of a concern or refusal to accept a bribe, you should inform your line manager or the Group Compliance Officer / Group Compliance Leader / Company Compliance Leader immediately.
Page 17 of 25 11 Training and Communication The Group will provide training on this Policy as part of the induction process for all new employees and those currently holding an exposed position. Employees will also receive regular, relevant training on how to adhere to this Policy, and will be asked annually to formally accept in writing that they will comply with this Policy (see Appendix D of this Policy). The Group’s Anti-Bribery & Corruption Policy and zero-tolerance stance shall be clearly communicated to all suppliers, contractors, business partners and any third parties at the outset of business relations, and as appropriate thereafter. The Group shall provide relevant anti-bribery and corruption training to employees, third parties, etc., where we feel their knowledge of how to comply with the MACC Act 2009, MACC Amendment Act 2018 or other requirements (e.g. the Malaysian Code on Corporate Governance, Companies Act 2016, etc.) on anti-bribery and corruption needs to be enhanced. As good practice, all businesses in the Group shall provide their employees with anti-bribery training from time to time where there is a potential risk of facing bribery or corruption during work activities. 12 Record Keeping The Group shall keep detailed and accurate financial and other records, and shall have appropriate internal controls in place to act as evidence for all payments made. We shall declare and keep a written record of the amount and reason for gifts, entertainment, hospitality and travel accepted and given, including donations, sponsorships and expenses of similar nature by whatever name called, and understand that such expenses are subject to managerial review.
Page 18 of 25 13 Monitoring, Reviewing and Enforcement The Group’s Compliance Committee is responsible for monitoring the adequacy and operating effectiveness of this Policy and shall review its implementation on a regular basis, including assessing its suitability, adequacy and effectiveness. Internal control systems and procedures designed to prevent bribery and corrupt gratification are subject to regular audits to ensure that they are effective in practice. The Group practices an open-door policy and encourages all employees to share concerns and offer feedback on this Policy if they have any suggestions on how it may be improved. Feedback of this nature should be addressed to the Group Compliance Officer / Group Compliance Leader / Company Compliance Leader. Any need for improvements shall be applied immediately. This Policy does not form part of an employee’s contract of employment and the Group may amend it at any time so as to improve its effectiveness at combatting bribery and corruption. Non-compliance as identified by the audit and any risk areas identified through this and other means should be reported to the top management in a timely manner in accordance with the level of risk identified. Any employee or person associated with the Group, if found guilty of an act of bribery or corruption in breach of this Policy, shall be dealt with according to the Group’s disciplinary measures, up to and including termination of employment. For Business Associates, non-compliance may lead to penalties including termination of contract. Further legal action may also be taken in the event that the Group’s interests have been harmed by the results on non-compliance by individuals and organisations. The Group shall notify the relevant regulatory authority if any identified bribery or corruption incidents have been proven beyond reasonable doubt. Where notification to the relevant regulatory authorities have been done, the Group shall provide full co-operation to the said regulatory authorities, including further action that such regulatory authority may decide to take against convicted employees.
Page 19 of 25 14 Staff Declaration All of the Group’s personnel shall certify in writing that they have read, understood and will abide by this policy. A copy of the declaration shall be documented and retained by the Human Resources Dept. for the duration of the personnel’s employment. A sample of the declaration can be found in Appendix C of this Policy. The Compliance Dept. 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.
Page 20 of 25 Appendix A – Key Legislation of Bribery / Corruption Offences in Malaysia FORMS OFFENCES PENALTIES Bribery Accepting / Receiving / Soliciting / Demanding / Attempting to obtain gratification Giving / Offering gratification (Section 16 & 17, MACC Act 2009) Receiving / Obtaining Valuables without due consideration (Section 165, Penal Code) Not less than 5 times the value of gratification or RM10,000 whichever is higher; AND jail sentence not exceeding 20 years Max 2 years imprisonment and/or fine Embezzlement Theft (Section 381, Penal Code) Max 7 years imprisonment and/or fine Fraud False Claims (Section 18, MACC Act 2009) Cheating (Section 420, Penal Code) Criminal Breach of Trust (Section 409, Penal Code) Not less than 5 times the value of gratification or RM10,000 whichever is higher; AND jail sentence not exceeding 20 years Max 10 years imprisonment and whipping and/or fine Max 20 years imprisonment and whipping and/or fine Extortion Extortion, putting fear to a person (Section 385-389, Penal Code) Max 7 years imprisonment or fine or whipping or any two of such punishments (Section 385, Penal Code) Max 10 years imprisonment or fine or whipping (Section 389, Penal Code)
Page 21 of 25 Appendix A – Key Legislation of Bribery / Corruption Offences in Malaysia FORMS OFFENCES PENALTIES Favouritism Using office or position for gratification (Section 23, MACC Act 2009) Not less than 5 times the value of gratification or RM10,000 whichever is higher; AND jail sentence not exceeding 20 years Nepotism Using office or position for gratification (Section 23, MACC Act 2009) Not less than 5 times the value of gratification or RM10,000 whichever is higher; AND jail sentence not exceeding 20 years Director’s Duties and Responsibilities Improper use of company’s property, position, corporate opportunity or competing with the company (Section 218(2), Companies Act 2016) Max 5 years imprisonment or fine not exceeding RM 3million or both
Page 22 of 25 Appendix B – Limits of Threshold for Entertainment (1) Excessive spending on entertainment In case the spending on entertainment expenses exceeded the maximum amount in the table below, the related Department shall obtain approval separately in advance. However, in the event that the spending is outside of Malaysia, the Head of Department shall confirm that the amount to be spent does not conflict with the local law. Participants from the company Maximum amount / person Only employee participate RM300.00/ Person Department head also participate RM400.00/ Person Director / EVP / VP also participate RM500.00/ Person (2) Excessive person-to-person Entertainment In the event that employees receive entertainment that is deemed to exceed the maximum amount listed in the table below, they shall report to the Head of Department and the Compliance Officer by email. However, in the event that more than 2 employees receive entertainment, such report shall be made on behalf of one of the employees. Participants from the company Maximum amount / person only. Only employee participate RM300.00/ Person Department head also participate RM400.00/ Person Director / EVP / VP also participate RM500.00/ Person Application route Applicants (Head of Department) ➔ Deliberation Party (Group Compliance Leader / Company Compliance Leader) ➔ Decision Maker (Executive Officer - Head of the Division)
Page 23 of 25 Department Division Applicant ■種 類 Fill in if you select others ■目 的 ■Relationship with the other party / our company ■ Budget (per person） MYR／Pax ■Date of implementation (in case of travel, attach itinerary） ■ frequency (number of times in the last 1 year） (in the case of more than the selected) ■ Participant name(only for entertainment and travel） １）TR Group ２）Party that receive entertainment ■Replationship with party that receive entertainment *Your department must retain this application form for 5 years from the date of application. 【Approved by】 Designation Name Date Comments Approval 【Reviewed by】※ Assessive entertainment fees status Designation Name Date Comments Designation Participant Department Company Designation Participant Department Types Entertainment Purpose Exchange ideas and social interaction with ABC law firm's lawyers who have assisted in the case of quake-free rubber issue compensation. ABC law firm We have received support in the case of the seismic isolation rubber problem. ■Applicant Employee No. ▽ Prior application form(Anti-bribery Regulations) Application Date:
Page 24 of 25 Appendix C – Form for Receipt of Offers of Gifts or Hospitality FORM FOR RECEIPT OF OFFERS OF GIFTS OR HOSPITALITY 1. To be filled up by Employee / Recipient Name of Employee (Recipient) Job Title 2. To be filled up by Compliance Dept Acknowledgement by Compliance Dept Description of Gift Name and Address of the External Organisation that has made the Offer Relationship with the Company Reason for Giving Date of Gift Receipt Quantity Involved Estimated Value (RM) Department Date of notification by Compliance Dept Action taken (Distribution of the gift) Employee / Recipient Signature
Page 25 of 25 Appendix D – Sample of Staff Declaration Form I,_______________________________________, hereby declare that I have read and understood the Group’s Anti-Bribery & Anti-Corruption Policy. I will abide by the requirements and provisions set out in the Policy. XXXXXXXXXXX Name: Title: