The UPMHoldings Group has a zero-tolerance approach to bribery and corruption.
UPMHoldings is committed to combating bribery and corruption in all our dealings and is resolved in upholding integrity, ensuring ethical business conduct and professionalism wherever UPMHoldings operates.
In response to the development of the laws and regulations in relation to global fight against corruption, the Parliament of Malaysia passed the Malaysian Anti-Corruption Commission (Amendment) Act 2018 which introduced Section 17A of the Malaysian Anti-Corruption Commission Act 2009 (“MACC Act”), which imposes liability on a commercial organisation for corruption committed by persons associated with the commercial organisation.
This Policy was developed with guidance from the Ministerial Guidelines on Adequate Procedures pursuant to Section 17A(5) of the MACC Act (“Ministerial Guidelines”).
An electronic version of this Policy is available and accessible by employees through on the Company’s website.02
The objective of this Policy is to set out the responsibilities of UPMHoldings in observing and upholding UPMHoldings Group’s position on bribery and corruption, as well as to provide information and guidance to those working for UPMHoldings Group on how to recognize and deal with bribery and corruption issues that may arise in the course of business.
In the event of any conflict or inconsistency between the provisions of this Policy and the policies issued by the UPMHoldings Group from time to time, this Policy shall take precedence.03
This Policy are founded on the Five Adequate Procedures Principles : TRUST as laid out in Ministerial Guidelines, namely:
Principle I: Top Level Commitment
The board of director of the Group is primarily responsible for ensuring the Group:-
Principle II: Risk Assessment
The Management of the Group shall responsible to identify, analyze, assess and prioritize the corruption risk of the Group and to conduct comprehensive corruption risk assessment in its Quarterly Risk Assessment which includes the following:-
Principle III: Undertake Control Measure
The Management of the Group shall be responsible to put in place the appropriate controls and contingency measures which are reasonable and practicable in proportion to the business, nature, complexity and size of each subsidiaries within the Group in order to address any corruption risks arising from the weakness in governance framework, processes and procedures and to ensure that the following are put in place in the conduct of the Group’s business activities:-
Principle IV: Systematic Review, Monitoring & Enforcement
The Management of UPMHoldings Group shall ensure that regularly reviews are conducted to assess the performance, efficiency, and effectiveness of its Anti-Bribery and Corruption Policy and to ensure that UPMHoldings’s Anti-Bribery and Corruption Policy is enforced within UPMHoldings Group.
Principle V: Training and Communication
The Management of the Group shall develop and implement continuous internal and external trainings and ongoing communication relevant to its Anti-Bribery and Corruption Policy which shall include but are not limited to the following: -
This Policy is applicable to ALL employees and directors of the UPMHoldings Group. Joint-venture companies in which UPMHoldings is a non-controlling co-venturer and associated companies are encouraged to adopt these or similar principles. UPMHoldings also expects that all its business associates performing work or services with, for or on behalf of UPMHoldings shall comply with the relevant parts of the Policy when performing such work or services.05
In this Policy, unless the context otherwise requires, the following terms shall have the meanings respectively assigned to them:
“bribery” means the act of SOLICITING, GIVING, OFFERING, 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 do or not to do an act in relation to the person’s principal affairs. Bribery and corruption are closely related. However, “corruption” has a wider definition (as set out below);
“business associates” refers to external parties with whom UPMHoldings has or plans to establish some form of business relationship. This includes, and is not limited to, business partners, joint venture partners, clients, customers, contractors, subcontractors, suppliers, vendors, advisors, consultants, agents, distributors, dealers, representatives, intermediaries, and others performing work or services with, for or on behalf of UPMHoldings;
“directors” means the directors of the companies under the UPMHoldings Group, and includes all independent and non-independent directors, executive and nonexecutive directors, as well as alternate or substitute directors;
“employee” means any individual who is in the employment of UPMHoldings, whether on permanent or temporary employment basis or on secondment;
“MACC Act” refers to the Malaysian Anti-Corruption Commission Act 2009 and shall include all subsequent revisions and amendments thereto;
“Organizational Anti-Corruption Plan” (OACP) refers to a mandatory initiative under the National Anti-Corruption Plan (NACP) to ensure an organisation achieves the NACP’s strategic objective of Greater Corporate Entities Resilience Against the Threat of Corruption. OACP is formulated with the aim of assisting and helping an organisation in combating bribery and corruption. It also outlines the appropriate resources and reasonable timeline towards achieving the strategic objectives.
“Policy” refers to this Anti-Bribery and Corruption Policy;
“UPMHoldings Group” means UPM Holdings Sdn Bhd and its subsidiaries. The expression "UPMHoldings / Group" is used for convenience where references are made to UPMHoldings Group companies in general.
BRIBERY & CORRUPTION
All forms of bribery and corruption are strictly prohibited. UPMHoldings will not tolerate any act of bribery or corruption. The participation or engagement of an employee or a director, whether directly or indirectly, in any act of bribery or corruption could result in disciplinary action being taken and, ultimately, dismissal.
This Policy also applies to business dealings with business associates. Where any business associate is found to be, or suspected by UPMHoldings to be, involved in any act of bribery or corruption, UPMHoldings shall reassess its relationship with such business associate and take all such actions it deems necessary to uphold its commitment against bribery and corruption, which may include the suspension or termination of any further dealings with such business associate.
Acts of corruption under the MACC Act are punishable by imprisonment for a term of up to twenty (20) years and a fine of RM10,000.00 or five (5) times the value of the gratification whichever is higher.
Based on the MACC Act, if an individual associated with a commercial organisation commits an act of corruption with the intent to obtain or retain business or a business advantage for the said commercial organisation, the commercial organization and its directors and key management personnel may be held LIABLE for not preventing the corrupt acts from happening. Upon conviction, the penalty for the offence shall be a maximum fine of ten (10) times the sum of gratification involved, or RM1 million, whichever is higher, or an imprisonment term of up to twenty (20) years, or both.
Below are some forms of bribery and corruption:
This refers to the act to please or to satisfy. Gratification may come in the form of money, donation, gift, loan, fee, reward, valuable security, property or interest in property of any description whether movable or immovable, finance benefit, or any other similar advantage as stated in the MACC Act.
A political contribution is a contribution or donation made to a politician or a political campaign or a political party. Political contributions can be a form of bribery if it is used to induce a party to engage in improper or unlawful conduct.
A facilitation payment is an unofficial payment in cash or in-kind (e.g. liquor, cigarettes, etc.) made to Government Officials or any other entity intended to ‘facilitate’, secure or expedite the performance of a routine action (e.g. clearing customs, processing visas, scheduling inspections, etc.).
This refers to a form of conflict between employees or director’s own interest and the interest of the employer. A conflict of interest will arise where an employee’s or director’s ability to perform his or her duties may be adversely affected by an outside appointment, relationship or activity whereby the employee or director can use his/her position/power for the benefit of himself/herself or for his/her relative or associate. It is the duty of the employee or director to report any actual, potential or perceived Conflict of Interest (COI) to the Head of the Group Human Resource.
A kickback is a form of negotiated bribery in which a commission is paid to the bribe-taker in exchange for services rendered. Generally, the remuneration (money, money in kind, promise, goods, or services handed over) is negotiated ahead of time.
Any person or agent who intends to deceive or mislead the principal with the submitted documents that contain statement, which is fictitious, false or erroneous or defective in any material form commits an offence under the MACC Act.
This refers to an act whereby any employee or director uses his position or the office in making decision or acting for the benefit of himself, his relative or associate.
GIFTS, ENTERTAINMENT AND HOSPITALITY
UPMHoldings acknowledges that in many cultures the giving or receiving of incidental gifts or entertainment is important to maintain and develop business relationships. However, the giving and receiving of all such gifts and entertainment must be exercised with good judgement, be for genuine purposes without the intention of creating any improper advantage, given in the ordinary course of business.
Notwithstanding the above, Employees and Directors may accept gifts in the following situations, without having to report to his/her Head of Department, where applicable, or in the case of Directors, to the Relevant Board and recording the same:
provided that such gifts are shared amongst the Employees or placed in common area and are not extended and/or accepted for the purpose of or with intention to:
The Group recognises that occasional entertainment and hospitality at a modest level (including meals, entertainment and recreational activities provided or paid for) is a legitimate way to foster good business relationships and is a common practice in the business environment. Hospitality and entertainment may include meals, receptions, tickets to entertainment, social or sports events.
It is important that Employees and Directors exercise proper care and judgment before providing entertainment and hospitality to Business Associates or to Third Parties and/or accepting entertainment or hospitality offered by Business Associates or Third Parties. This is to safeguard the Group, Employees, Directors, Business Associates and Third Parties from any impropriety or undue influence which may give rise to a risk of bribery.
Business-related travel expenditures, such as travel, meals or accommodations, may be incurred depending on the business arrangement with Business Associates when performing a work or task relating to the Group’s business, such as factory visits, site audits and business trips (“Third-Party Travel”). However, inappropriate, excessive or unnecessary Third-Party Travel poses a risk of bribery, especially when the business activity in question involves a material interest of a specific party (for example, auditors).
Caution must be exercised when dealing with public officials as bribing an Officer of a Public Body or a Foreign Public Official (“Public Officials”) is an offence under the MACCA.
“Officer of a Public Body” is defined under the MACC Act as any person who is a member, an officer, an employee or a servant of a public body, and includes a member of the administration, a member of Parliament, a member of a State Legislative Assembly, a judge of the High Court, Court of Appeal or Federal Court, and any person receiving any remuneration from public funds, and, where the public body is a corporation sole, includes the person who is incorporated as such.
“Foreign Public Officials” is defined under the MACC Act to include (a) any person who holds a legislative, executive, administrative or judicial office of a foreign country whether appointed or elected; (b) any person who exercises a public function for a foreign country, including a person employed by a board, commission, corporation, or other body or authority that is established to perform a duty or function on behalf of the foreign country; and (c) any person who is authorized by a public international organization to act on behalf of that organization.
Employees, Directors and Business Associates who have dealings with Public Officials shall not engage, directly or through a third party, in any activity or transaction that may constitute, or be perceived to constitute, as an attempt to bribe Public Officials.
DONATIONS AND SPONSORHIPS
As part of the Group’s commitment to contribute and give back to the communities where the Group operates, the Group provides such assistance in appropriate circumstances and in an appropriate manner.
Employees and Directors must ensure that all donations and sponsorships by the Group are not used to circumvent, avoid, or evade the laws or regulatory requirements. More importantly, it shall not be used to facilitate corruption, illegal and money laundering activities.
Generally, UPMHoldings Group does not make or offer contributions whether monetary or in-kind to any political party, political party officials or candidates for public offices. However, UPMHoldings Group may make contributions which are permissible under applicable law, subject to the approval of the UPMHoldings Board of Directors.
FACILITATION PAYMENT AND KICKBACKS
It is prohibited to offer, promise, make, request and accept facilitation payments or kickbacks of any kind.
Employees are expected to notify their immediate superior when encountered with any requests for a facilitation payment or kickbacks.
Each department/division/operating company/strategic business unit shall ensure that:
Payment that is made in the belief that life, health and safety may be in imminent danger is not a facilitation payment. However, such incident must be reported immediately to the Head, Group Risk Management & Integrity.
PREVENTION AND MITIGATION OF BRIBERY AND CORRUPTION RISK
Each department/ unit/ and operating company shall ensure that:
DISCLOSURE OF CONFLICT OF INTEREST (COI)
All employees and directors shall disclose any of their interest arising from their internal or external appointments, relationships or activity. COI can arise when employees have interest that makes it difficult to perform their specific role objectively.
Each department/ unit/ operating company shall ensure that:
Directors are required to:
UPMHoldings shall keep financial records and have adequate internal controls in place which will evidence the business reasons for making payments to third parties.
All employees and directors are to ensure all expenses claims relating to hospitality, gifts or entertainment incurred to third parties are submitted in accordance with the Authority Limit.
All accounts, invoices and other documents and records relating to dealings with third parties, such as customers, suppliers, contractors, agents and business partners, should be prepared and maintained with accuracy and completeness. No accounts must be kept “off-book” to facilitate or conceal improper payments.
All financial records must be retained and must not be destroyed as required by prevailing laws.
REPORTING CORRUPT PRACTICES
Any employee or director or business associate who knows of, or suspects, a violation of this Policy is required to whistle blow or report the concerns through the mechanism set out under UPMHoldings’s Whistle Blowing Policy available on the UPMHoldings’s website.
All bribery and corruption cases, including suspected attempts to commit bribery or corruption, must be reported via the Whistle Blowing channel. The Whistle Blowing channel is specified as follows:
E-mail : firstname.lastname@example.org
Head of Internal Audit
UPM Holdings Sdn Bhd
UPM-MTDC Technology Centre,
Universiti Putra Malaysia,
Selangor Darul Ehsan
If the report of concern involves the Head of Internal Audit, the report can be channelled to the Group Chief Executive Officer.
No individual will be discriminated against or suffer any sort of manner of retaliation for raising genuine concerns or reporting in good faith any violations or suspected violations of this Policy. All reports will be treated in strict confidentially.
UPMHoldings will report to the relevant authority such as the Malaysian Anti-Corruption Commission (MACC) or Police if there is reasonable belief that such act of bribery and corruption has been committed.
The Board has oversight of this Policy and the GCEO and all employees are responsible for ensuring compliance with this Policy.16
TRAINING & COMMUNICATION
All employees, directors and business associates are required to be familiar with and comply with this Policy.
All employees and directors operating in areas that are perceived as high risk will receive regular, relevant training on how to implement and adhere to this Policy.
UPMHoldings’s zero-tolerance approach to corruption and bribery shall be communicated to all business associates at the outset of business relationships and as appropriate thereafter.
MONITORING & REVIEW
All employees and directors are responsible for the implementation of this Policy and ensure that any suspected danger or wrongdoing is to be disclosed.
The Policy shall be reviewed periodically and approve by Board to assess its effectiveness, and in any event, at least once every five (5) years.
Internal control systems and procedures will be subjected to regular audits as an assurance that adequate procedures are in place for combating bribery and corruption.