Anti-Bribery & Corruption Policy

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What does the Policy cover?

  1. Grand-Flo Spritvest Sdn Bhd (the “Company”) and those who work for the Company on the requirement to observe and uphold the Company’s zero-tolerance position on “bribery and corruption” (collectively known as “corrupt gratification”).
  2.  This Policy provides a source of information and guidance for those working for the Company. It helps them recognise and deal with corrupt gratification, as well as understand their responsibilities.
  3. This Policy is supplemental to, and shall be read in conjunction with the Code of Ethics and Conduct of the Company as annexed herewith, Whistle Blowing Policy, the Malaysian Anti-Corruption Commission Act 2009 (“MACC Act 2009”) and  the Malaysian Anti-Corruption Commission (Amendment) Act 2018.
  4. For the purpose of this Policy:
    • Bribery means the act of giving or receiving something of value in exchange for some kind of influence or action in return, that the recipient would otherwise not offer;
    • Corruption means the act of soliciting, giving, accepting or receiving gratification, directly or indirectly, to/from a person in authority either in the form of money, services or valuable goods as an inducement or reward to or not to do an act in relation to the person’s principal affairs – in short, corruption is essentially an abuse of entrusted power or position to obtain a gain or benefit; and
    • Gratification is defined in Section 3 of the MACC Act 2009 and includes:
      • 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;
      • 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 (a) to (f).

The provision or receipt of gratification is not an offence unless it is done corruptly.

Policy statement

  1. The Company is committed to conducting business in an ethical and honest manner, and is committed to implementing and enforcing systems that ensure corrupt gratification is prevented. The Company has zero-tolerance for corrupt gratification and its associated activities. The Board of Directors and Management are committed to acting professionally, fairly and with integrity in all of the Company’s business dealings and relationships in whichever country we operate.
  2. The Company shall constantly uphold all laws relating to bribery & corruption in all the jurisdictions where we operate. We are bound by the laws of Malaysia, in particular, the MACC Act 2009, pertaining to our conduct both at home and abroad.
  3. The Company recognises that acts of corrupt gratification are punishable by way of pecuniary fines and/or jail sentences, as the case may be, upon conviction. If any entity in the Company or person associated with it is found to have taken part in bribery or corrupt activities to benefit the Company, we may be subjected to a monetary fine of not less than 10 times the sum or value of the corrupt gratification, and/or the officers concerned jailed not exceeding 20 years, upon conviction under the MACC Act 2009. There may well be other associated charges brought against the Company and/or its officers under other legislation in Malaysia or in the countries in which the alleged offence is committed. All these may lead to serious damage to our reputation. It is with this in mind that we remain committed to preventing acts of corrupt gratification in our businesses, and we take our legal responsibilities seriously.

Who are covered by the Policy?

  1. This Policy applies to all employees (whether temporary, contract-basis or permanent), consultants, contractors, trainees, seconded staff, casual workers, agency staff, volunteers, interns, agents, sponsors or any other person or persons associated with the Company, or any of our subsidiaries or their employees, no matter where they are located (within or outside of Malaysia). The definition of such persons associated with the Company accords with Section 17A (2) of the MACC Act 2009. This Policy also applies to Officers, Trustees, Board, and/or Committee members of companies in the Company at any level.
  2. This policy also covers the Company’s dealing with a third party. In the context of this Policy, the third party refers to any individual or organisation our Company meets and works with. It refers to actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies – this includes their advisors, consultants, representatives and officials, politicians and public parties.
  3. Any arrangements our Company makes with a third party are 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.

Definition of bribery and corruption

  1. Bribery refers to the act of offering, giving, promising, asking, agreeing, receiving, accepting or soliciting something of value or 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. If an individual is on the receiving end of a bribe and they accept it, they are also breaking the law.
  2. 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, services, favours, positions or valuable goods as an inducement or reward to or not to do an act in relation to the person’s principal affairs or function.
  3. Bribery and corruption (collectively “corrupt gratification”) are illegal. Employees must not engage in any form of corrupt gratification, 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 Company’s Chief Executive Officer (“CEO”). Bribery may be ‘outbound’, where someone acting on behalf of the Company attempts to influence the actions of someone external, such as a Government official or client decision-maker. It may also be ‘inbound’, where an external party is attempting to influence someone within the Company such as a senior decision-maker or someone with access to confidential information.

What IS and what IS NOT acceptable

  1. This section of the Policy refers to the following four (4) areas:
    • Gifts, entertainment, hospitality and travel;
    • Facilitation payments;
    • Political contributions; and
    • Charitable contributions and sponsorship.
  2. Gifts, entertainment, hospitality & travel
    The Company accepts normal and appropriate gestures of hospitality and goodwill (whether given to or received from third parties) so long as the giving or receiving of gifts, entertainment, hospitality & travel meets the following requirements:
    1. 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;
    2. It is not made with the suggestion that a return favour is expected;
    3. It is in compliance with local laws;
    4. It is given in the name of the organization, not in an individual’s name;
    5. It does not include cash or a cash equivalent (e.g. a voucher or gift certificate);
    6. 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);
    7. 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;
    8. It is given or received openly, not secretly;
    9. It is not selectively given to a key or influential person, clearly with the intention of directly influencing them;
    10. It accords with the limits of threshold, frequency and approval mandate as predetermined by the Company; and
    11. It is not offered to, or accepted from, a government official or representative, politician or political party, without the prior sanction based on the Company’s approval mandate.
  3. 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 or in the recording of the CEO, who shall assess the circumstances, including whether it accords with the Company’s predetermined thresholds and frequency.
  4. The Company 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.
  5. As good practice, gifts, entertainment, hospitality & travel given and received should always be disclosed to the CEO. Those received from suppliers must be disclosed to the CEO.
  6. 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 CEO should be sought.
  7. Facilitation Payments and Kickbacks
    The Company does not accept and will not make any form of facilitation payments of any nature. 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. A facilitation payment is a payment or other provision made personally to an individual in control of a process or decision either locally or to off-shore accounts. It is given to secure or expedite the performance of a routine or administrative duty or function.
  8. The Company does not allow kickbacks to be made or accepted. We recognise that kickbacks are typically made in exchange for a business favour or advantage. Personnel shall decline to make the payment and report to the Director immediately when they encounter any requests for a facilitation payment. In addition, if a payment has been made and personnel is unsure of nature, the Director must be notified immediately, and the payment recorded accordingly. Only in the event that an employee’s security is at stake is it permitted to make the payment. The employee must immediately report the incident to his / her head of department and Director to record the details and keep a record of what was spent.The Company shall exercise its best efforts to ensure no employee will suffer demotion, penalty or other adverse consequences for refusing to pay bribery even if such refusal may result in the Company losing business.
  9. The Company 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:
    1. Ask for a receipt, detailing the amount and reason for the payment;
    2. Create a record concerning the payment; and
    3. Report this incident to your line manager.
  10. Political Contributions
    The Company 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.
  11. Charitable Contributions
    The Company accepts and encourages the act of donating to charities as part of its corporate social responsibility 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.rgtech.com.my.
  12. Employees must conduct a simple due diligence to ensure that charitable contributions are not used to facilitate and conceal acts of bribery. If in doubt, check with the CEO.
  13. We shall ensure that all charitable donations made are legal and ethical under local laws and practices, and that donations are offered or made in accordance with the Company’s approval mandate.

Employee Responsibilities

  1. As an employee of the Company, you must ensure that you read, understand and comply with the information contained within this Policy, and with any training or other antibribery and corruption information you are given from time to time.
  2. All employees and those under our control are equally responsible for the prevention, detection and reporting of bribery and other forms of corruption. They are required to avoid any activities that could lead to, or imply, a breach of this Policy. Employees are encouraged to raise suspicious transactions and other “red flags” (indicators of bribery or corruption) to immediate superiors for guidance on the next course of action.
  3. 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 may raise with the immediate superior, Human Resources Manager, General Manager or CEO.
    • If for any reason, it is believed that this is not possible or appropriate, then the concern should be reported to the CEO of the Company. The channel of reporting to the CEO is as follows:

      Grand-Flo Spritvest Sdn Bhd
      L1-1 Wisma Ehsan Bina
      No. 3 Jalan Kuchai Maju 12
      Juchai Entrepreneurs’ Park
      58200 Kuala Lumpur
      Attention: The CEO (By Mail: Strictly Confidential)

       

    • If for any reason, it is believed that reporting to management is a concern or not possible or appropriate, then the concern should be reported to the Audit Committee (AC) Chairman of the Company’s holding company, Radiant Globaltech Berhad. The channel of reporting to the AC Chairman is as follows:


      Radiant Globaltech Berhad
      Third Floor, No. 77, 79 & 81,
      Jalan SS21/60, Damansara Utama,
      47400 Petaling Jaya, Selangor
      Attention: The Audit Committee Chairman (By Mail: Strictly
      Confidential)

  4. If any employee breaches this Policy, the employee will face disciplinary action and could face dismissal for gross misconduct. The Company has the right to terminate a contractual relationship with an employee if the employee breaches this Policy.

What happens if need to raise a concern?

  1. This section of the policy covers 3 areas:
    • How to raise a concern?
    • What to do if you are a victim of bribery or corruption? and
    • Protection.
  2. How to raise a concern?
    If you suspect that there is an instance of bribery or corrupt activity occurring in relation to the Company, you are encouraged to raise your concerns at as early a stage as possible. If you are uncertain about whether a certain action or behaviour could be considered bribery or corruption, you should speak to your line manager, Human Resources Manager, General Manager, CEO or Audit Committee Chairman of the holding company.
  3. The Company shall, via the CEO, familiarise all employees with its whistleblowing procedures so that employees can vocalise their concerns swiftly and confidentially.
  4. What to do if you are a victim of bribery or corruption?
    You must tell your CEO 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 anothercorrupt activity.
  5. 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 Company understands that you may feel worried about potential repercussions. The Company will support anyone who raises concerns in good faith under this Policy, even if an investigation finds that he/she was mistaken.
  6. The Company 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.
  7. Detrimental treatment refers to dismissal, disciplinary action or unfavourable treatment in relation to the concern the individual raised.
  8. 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 CEO immediately.

Training and communication

  1. The Company will provide training on this Policy as part of the induction process for all new employees. 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.
  2. The Company’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.
  3. The Company shall provide relevant anti bribery and corruption training to employees, etc., where we feel their knowledge of how to comply with the MACC Act 2009 or other requirements (e.g. the Malaysian Code on Corporate Governance, Bursa’s Listing Requirements, Companies Act 2016, etc.) on anti-bribery and corruption needs to be enhanced. As a good practice, all businesses in the Company 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.
  4. This Policy is published on the Company’s website.

Record keeping

  1. The Company 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.

Monitoring, reviewing and enforcement

  1. The Company’s CEO 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.
  2. Internal control systems and procedures designed to prevent acts of corrupt gratification are subject to regular audits to ensure that they are effective in practice.
  3. Any need for improvements shall be applied immediately. Employees are encouraged to offer their feedback on this Policy if they have any suggestions on how it may be improved. Feedback of this nature should be addressed to the CEO.
  4. This Policy does not form part of an employee’s contract of employment and the Company may amend it at any time so as to improve its effectiveness at combatting bribery and corruption.
  5. Any employee or person associated with the Company, if found guilty of an act of bribery or corruption in breach of this Policy, shall be dealt with according to the Company’s disciplinary measures.

Periodic review

  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.

Board approval

  1. This Policy was reviewed and approved by the Board of Directors of Grand-Flo Spritvest Sdn Bhd on 28 February 2022.

Annexure

CODE OF ETHICS AND CONDUCT

Every director and employees of the Company in exercising and/or discharging his/ her powers or duties shall comply with all applicable laws, rules and regulations including the constitutions of the Company. The core areas of conduct include the following:-

i. Compliance at all times with the Code of Ethics and Conduct.

ii. Not misuse information gained in the course of duties for personal gain or for political purposes.

iii. Uphold accountability and act in good faith and in the best interests of the Company corporate opportunities, assets and confidential information.

iv. Observe high standards of corporate governance at all times.

v. Observe high standards of business, professional and ethical conduct, and to refrain themselves from offering, giving or receiving any gifts and any other form of benefits (in kind, cash, advantages and/or favour and etc) from persons or entities who deal with the Company where the gift would reasonably be expected to influence the performance of their duties in any aspect.

vi. Adhere to the principles of selflessness, integrity, objectivity, accountability, openness, honesty and leadership, including fair dealing and the ethical handling of conflicts of interest.

vii. Ensure the protection of the Company’s legitimate business interests, including corporate opportunities, assets and confidential information.

viii. Ensure full, fair, accurate, timely and understandable disclosure.

ix. Declaration of any personal, professional or business interests that may conflict with responsibilities.

In the event of any violation of this Code of Ethics and Conduct by any Director or employee of the Company, the Board of Directors of the Company shall determine appropriate actions to be taken after considering all relevant information and circumstances.

The Board of Directors of the Company will review this Code of Ethics and Conduct from time to time to ensure that it continues to remain relevant and appropriate.