1. INTRODUCTION

This Anti-Bribery and Anti-Corruption Policy (“ABAC Policy” or “Policy”) has been developed for EMERGENCE INNOVATIVE SDN BHD (“RISE” or “the Company”) to ensure adequate procedures and measures are implemented to prevent occurrence of corrupt practices in relation to RISE’s business activities. This ABAC Policy has been designed to align with the key principles and recommendations of the ‘Guidelines on Adequate Procedures’ pursuant to sub- section (5) of Section 17A under the Malaysian Anti-Corruption Commission Act 2009 (“MACCA”). This Policy should be read in conjunction with RISE’s various policies and guidelines. If multiple documents speak on the same subject, then the more stringent provisions always apply.

2. ANTI-BRIBERY AND ANTI-CORRUPTION COMMITMENT

RISE is committed to conducting business dealings with integrity. This means avoiding practices of bribery and corruption of all forms in its daily operations. As a further expression of RISE’s commitment, RISE’s personnel are not to pay bribes or participate in acts of corruption even if this results in a loss of business. Full compliance to both the spirit and the letter of this Policy is mandatory and should be maintained using a principle-based approach.

3. OBJECTIVE

This Policy sets out the Company’s overall position on bribery and corruption in all its forms. It also sets out the reasonable and proportionate measures to ensure RISE does not engage in corrupt practices for its own advantage or benefit.

4. SCOPE

This Policy is applicable to RISE, its controlled organizations, business associates acting on RISE’s behalf, the Board of Directors (including all executive and non-executive directors and shall also include alternate and substitute directors) and all RISE’s personnels. Joint-venture companies, in which RISE is a non-controlling party, and RISE’s associated companies, are encouraged to adopt these orsimilar principles. External service providers are also expected to comply with this Policy in relation to all work conducted with RISE, or on RISE’s behalf.

5. DEFINITIONS

“ABAC Policy” refers to this Anti-Bribery and Anti-Corruption Policy. “Bribery & Corruption” means any action which would be considered as an offence of giving or receiving ‘gratification’ under the MACCA. In practice, this includes offering, giving, receiving or soliciting something of value in an attempt to illicitly influence the decisions or actions of a person who is in a position of trust within an organization. Bribery may be ‘outbound’, where someone acting on behalf of RISE attempts to influence the actions of someone external, such as Government official or a client’s decision-maker. It may also be ‘inbound’, where an external party is attempting to influence someone within the Company such as senior decision-maker or someone with access to confidential information. Bribery and corruption are closely related. However, corruption has a wider remit. The definition of corruption by Transparency International is ‘the abuse of entrusted power for personal gain.’ For the purpose of this Policy, corruption, is defined primarily as any action which would be considered as an offence of giving or receiving ‘gratification’ under the MACCA (‘Bribery’ as defined above). In addition, corruption may also include acts of extortion, collusion, breach of trust, abuse of power, trading under influence, embezzlement, fraud or money laundering. “Business Associate” means an external party with whom RISE has, or plans to establish, some form of business relationship. This may include clients, customers, joint-ventures, and joint-venture partners, consortium partners, outsourcing providers, contractors, consultants, subcontractors, suppliers, vendors, advisers, agents, distributors, representatives, intermediaries and investors.

“Conflict of Interest” means when a person’s own interests either influence, have the potential to influence, or are perceived to influence their decision making at RISE.

“Controlled organization” means an entity where RISE has the decision-making power over the organization such that it has the right to appoint and remove the management. This would normally be where RISE has the controlling interest (>50% of the voting share ownership), but it could be where there is an agreement in place that RISE has the right to appoint the management, for example a joint- venture where RISE has the largest (but still <50%) allocation of the voting shares.

“Corporate Gift” means something given from one organization to another, with the appointed representatives of each organization 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 shall be pre-approved by the senior management and normally bear the Company name and logo. Examples of corporate gifts include items such as diaries, table calendars, pens, notepads, plaques, and festive gifts such as hampers, oranges and dates.

“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.

“Directors” means all Executive and Non-Executive Directors of the Company and shall also include alternate or substitute Directors. 

“Employees” or “Personnel” means directors of RISE and all individuals directly contracted to the Company on an employment basis, including permanent and temporary employees.

“RISE” means Emergence Innovative Sdn Bhd and any companies under its controlled.

“Exposed Position” means a staff position identified as vulnerable to bribery through a risk assessment. Such positions may include any role involving: procurement or contract management; financial approvals; human resource; relations with government officials or government departments; sales; positions where negotiation with an external party is required; or other positions which the Company has identified as vulnerable to bribery.

“Facilitation payment” means a payment or other provision made personally to an individual in control of a process or decision. It is given to secure or expedite a routine or administrative duty or function. 

“Gratification” is defined in the MACCA 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;
(f) any other service or favor 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).

“Hospitality” means the considerate care of guests, which may include refreshments, accommodation and entertainment at a restaurant, hotel, club, resort, convention, concert, sporting event or other venue such as 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 other holiday arrangements and resorts with equipment included. 

“L&CA Personnel” means personnel in charging of Legal & Corporate Affairs of the Company.

6. ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

6.1 Bribery and corruption in all its forms are prohibited. Employees should be aware of the definitions as given in this Policy and the range of activities these could possibly cover.

6.2 Bribery and corruption may take the form of anything of value, such as money, goods, services, property, privilege, employment position or preferential treatment. RISE personnel and its business associates shall not therefore, whether directly or indirectly, offer, give, receive or solicit any item of value, in the attempt to illicitly influence the decisions or actions of a person in a position of trust within an organization, either for the intended benefit of RISE or the persons involved in the transaction.

6.3 RISE personnel should be aware that this Policy applies equally to its business dealings with commercial (‘private sector’) and Government (‘public sector’) entities, and includes their directors, personnel, agents and other appointed representatives at all levels. Even the possible appearance of bribery or corruption is to be avoided.

6.4 This ABAC Policy applies in RISE’s dealings and activities in all countries worldwide, without exception and without regard to regional customs, local practices or competitive conditions.

6.5 No employee or external party will suffer demotion, penalty or other adverse consequences in retaliation for refusing to pay or receive bribes or participate in other illicit behavior. The consequence of such refusal may be that RISE would lose in terms of the business. Even so, the appropriate action is refusal.

6.6 RISE 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. RISE should carry out due diligence on employees who hold or may be holding exposed positions too.

7. RECOGNITION OF LOCAL AND INTERNATIONAL LEGISLATIONS

7.1 RISE is committed to conducting its business ethically and in compliance with all applicable laws and regulations in the countries where it does business.

7.2 These laws and regulations include but are not limited to the Malaysian Penal Code (revised 1977) (and its amendments), the Malaysian Anti-Corruption Commission Act 2009, the Companies Act 2016 (Malaysia), the US Foreign Corrupt Practices Act 1977 (amended 1998), the UK Bribery Act 2010 and Indonesian laws relevant to antibribery and anti-corruption. These laws prohibit bribery and acts of corruption, and mandate that companies establish and maintain accurate books and records and sufficient internal controls.

7.3 In cases where there is a conflict between mandatory laws and the principles contained in this and other policies, the laws shall prevail.

8. GIFTS, ENTERTAINMENT, TRAVEL, DONATIONS AND SPONSORSHIPS

8.1 RISE personnel are prohibited from asking, soliciting, receiving and giving of gifts, entertainment, travel, donation and sponsorships from any party which will influence business decisions and are encourage unethical behaviors. However, entertainment with business associates in the normal course of business shall be allowed and in accordance with requirements under the relevant marketing and entertainment policies governing such activity. Under no circumstances may RISE personnel accept gifts in the form of cash or cash equivalent, including gift certificates, loans, commissions, coupons, discounts or any other related forms.

8.2 The only form of gift-giving allowed to external parties is a corporate gift. Any giftgiving or event of hospitality is subject to approval and must fulfil the following conditions:
a) They are limited, customary and lawful under the circumstances and preapproved by RISE’s senior management;
b) They do not have or are perceived to have (by either the giver or the receiver), any effect on actions or decisions;
c) There must be no expectation of any specific favor or improper advantages from the intended recipients;
d) The independent business judgment of the intended recipients must not be affected;
e) There must not be any corrupt / criminal intent involved; and
f) The giving out of the gift and hospitality must be done in an open and transparent manner.

8.3 Donations and sponsorships are permitted if it is approved by the Managing Director of the Company. However, the Company prohibits the giving and receiving of donation and sponsorships to influence business decisions.

8.4 Where there is the slightest doubt in the genuineness and purpose in situations warranting the giving/receiving of gifts, entertainment and travel and donation and sponsorships, reference should be made to the Managing Director of the Company, for eventual escalation to the Board of Directors.

9. FACILITATION PAYMENTS

9.1 RISE adopts a strict policy of disallowing the use of facilitation payments in its business. Facilitation payment is a payment or other provision made personally to an individual in control of a process or decision. It is given to secure or expedite the performance of a routine or administrative duty or function.

9.2 RISE personnel shall decline to make the payment and report to L&CA Personnel immediately when they encounter any requests for a facilitation payment. In addition, if a payment has been made and personnel are unsure of the nature, the L&CA personnel must be notified immediately, and the payment recorded accordingly.

10. SUPPORT LETTERS
RISE awards contracts and employee positions purely on a merit basis. Support letters may be considered on a case-by-case basis as part of the RISE’s business decision-making process.

11. RECRUITMENT, PROMOTION AND SUPPORT OF PERSONNEL 

11.1 RISE recognizes the value of integrity in its personnel and business associates. The Company’s recruitment, training, performance evaluation, remuneration, recognition and promotion for all personnel, including management, shall be designed and regularly updated to recognize integrity.

11.2 RISE does not offer employment to prospective personnel in return for their having improperly favored the Company in a previous role.

12. BUSINESS ASSOCIATES

12.1 All business associates (including external providers such as consultants, advisors, and agents) acting on behalf of RISE are required to comply with this Policy, and all other policies as it relates to them.

12.2 In circumstances where RISE retains controlling interest, such as in certain joint venture agreements, business associates are required to adhere to this ABAC Policy. Where RISE does not have controlling interest, associates are encouraged to comply with the same.

12.3 Due diligence should also be carried out with regards to any business associates intending to act on the Company’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 RISE.

12.4 RISE shall include standard clauses in all contracts with business associates enabling the Company to terminate the contract in the event that bribery or an act of corruption has been proven to occur. Additional clauses may also be included for business associates acting on RISE’s behalf where a more than minor bribery risk has been identified.

13. RESPONSIBILITIES OF RISE PERSONNEL

13.1 All RISE personnel(including its directors, and directors and personnel of its controlled organizations) are required to carry out those responsibilities and obligations relating to the Company’s anti-bribery and anti-corruption stance, alongside those already in existence, which include the following:

a) be familiar with applicable requirements and directives of the Policy and communicate them to subordinates;
b) promptly record all transactions and payments in RISE’s books and record accurately and with reasonable detail;
c) direct questions and seek clarification from the L&CA Personnel, if any doubts about this Policy arise or if there is a lack of clarity about the required action in a particular situation;
d) always raise suspicious transactions and other “red flags” (indicators of bribery or corruption) to immediate superiors for guidance on the next course of action;
e) be alert to indications or evidence of possible violations of this policy;
f) promptly report violations or suspected violations through appropriate channels;
g) attend and complete anti-bribery and anti-corruption training as required according to position; and attest to comply annually, with recordings maintained by L&CA Personnel; and
h) not to misuse their position or RISE’s name for personal advantage.

13.2 When dealing with business associates, all RISE 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 favor or improper advantage from them.

13.3 During an active or anticipated procurement or tender exercise, personnel participating in the exercise in any way whatsoever, shall not:

a) Receive gifts or hospitality of any kind from any external 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 external/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; and
e) bypass normal procurement or tender process and procedure.

13.4 When dealing with external parties in a position to make a decision that may accrue to RISE’s benefit (such as a Government official or client), RISE personnel 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, 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.

13.5 RISE’s managers and senior management have a particular responsibility to ensure that the ABAC Policy requirements are applied and complied with within their department or division and to monitor compliance with the policy. They also must ensure that subordinates in ‘Exposed Positions’ attend relevant training.

14. CONFLICTS OF INTEREST

14.1 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 Company. 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, Company’s resources and assets, or information available to them for personal gain or to the Company’s disadvantage.

14.2 In situations where a conflict does occur, personnel are required to declare the matter as per the Employees Handbook.

15. STAFF DECLARATION

15.1 All new recruits shall complete trainings on the ABAC Policy, and at the end of such trainings attest that this Policy shall be complied with.

15.2 All RISE personnel shall certify in writing that they have read, understood and will abide by this Policy. A copy of this declaration shall be documented and retained by the Human Resource and Administration (“HRA”) for the duration of the personnel’s employment.

15.3 The HRA may, and 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.

16. ANTI-BRIBERY AND ANTI-CORRUPTION COMPLIANCE

16.1 The L&CA Personnel 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 issues relating to bribery and corruption;
b) take appropriate steps to ensure that adequate monitoring, measurement, analysis and evaluation is performed;
c) report on the application and updates of this Policy to RISE’s senior management and the Directors regularly;
d) escalate to HRA to conduct disciplinary proceedings against personnel found to be non-compliant with the provisions of the ABAC Policy; and
e) recommend to such senior management to conduct an audit to obtain assurance that the Company is operating in compliance with the applicable provisions, at least once every three years.

16.2 RISE shall conduct regular risk assessments to identify the bribery and corruption risks affecting the business, set anti-bribery and anti-corruption objectives, and assess the effectiveness of the controls in achieving those objectives.

17. COMMUNICATION AND TRAINING

17.1 RISE shall ensure a copy of this Policy be provided to the Board of Directors, all RISE personnel and business associates. They will be advised that the policy is also available on RISE’s website for their review. The Board of Directors, all RISE personnel and RISE’s business associates will be informed whenever significant changes are made.

17.2 RISE shall conduct an awareness training programme for all its personnel on the Company’s position on anti-bribery and anti-corruption policy and practices.

17.3 Training shall be provided on a regular basis, in accordance with the level of bribery and corruption risk related to the employee’s position. Training should be provided to personnel who are:

a) new to the Company;
b) appointed to or currently holding an exposed position.

17.4 Business associates acting on behalf of the Company shall also undergo appropriate training at least once a year, where bribery and corruption risk assessment identifies them as posing a more than minor bribery and corruption risk to the Company.

17.5 The L&CA Personnel shall maintain records to identify RISE personnel and business associates that have received such training.

17.6 RISE’s zero-tolerance approach to bribery and corruption must be communicated to all business associates at the outset of our business relationship with them and as  appropriate thereafter. For advice on these communications, please contact the L&CA Personnel at legal@emergencerise.com

18. REPORTING OF POLICY VIOLATIONS

18.1 Suitable reporting channels shall be established and maintained for receiving information regarding violations of this Policy, and other matters of integrity provided in good faith by RISE personnel and/or external parties.

18.2 Personnel who, in the course of their activities relating to their employment at RISE, encounter actual or suspected violations of this Policy are required to report their concerns to L&CA Personnel at legal@emergencerise.com.

18.3 Reports made in good faith shall be addressed in a timely manner and without incurring fear of reprisal regardless of the outcome of any investigation.

18.4 Retaliation in any form against RISE personnel where the person has, in good faith, reported a violation or possible violation of this Policy is strictly prohibited. Any 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).

19. ANNUAL DECLARATION

19.1 All Directors, RISE’s personnel and business associates will provide annual declaration of compliance with this Policy in the form available on RISE’s website.

19.2 The L&CA Personnel will be responsible for ensuring that all annual declarations are obtained on or before the end of the first fiscal quarter of each financial year, and provide written confirmation to the Board of Directors that such declarations have been obtained and summarizing the results thereof.

20. AUDIT AND COMPLIANCE

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

21. SANCTIONS FOR NON-COMPLIANCE

21.1 Non-compliance as identified by the audit and any risk areas identified through this and other means should be reported to the senior management in a timely manner in accordance with the level of risk identified.

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

21.3 For external parties, non-compliance may lead to penalties including termination of contract. Further legal action may also be taken in the event that RISE’s interests have been harmed by the results of non-compliance by individuals and organizations.

21.4 RISE shall notify the relevant regulatory authority if any identified bribery or corruption incidents have been proven beyond reasonable doubt.

21.5 Where notification to the relevant regulatory authority has been made, RISE shall provide full co-operation to the said regulatory authorities.

22. CONTINUOUS IMPROVEMENT

22.1 RISE is committed to satisfying the requirements set out in the Guidelines on Adequate Procedures pursuant to sub-section (5) of section 17A under the MACCA 2009. Any suggestions to improve the ABAC Policy & its procedures may be channeled to L&CA Personnel at legal@emergencerise.com.

22.2 .RISE endeavors to impact the business environment where it operates. This includes extending its integrity programme to non-controlled business associates such as suppliers and contractors. RISE seeks to work with companies who have a similar commitment and will support initiatives in the private and public sectors which are likely to improve the integrity of its operating environment.

23. WHISTLEBLOWING PROCEDURES

RISE encourages openness and transparency in its commitment to the highest standards of integrity and accountability. If you make a report or disclosure about any actual or perceived bribery and corruption in good faith and belief without malicious intent, or that a breach or violation as aforesaid may have occurred or may about to occur, you will be accorded protection of confidentiality, to the extent reasonably practicable, notwithstanding that, after investigation, it is shown that you were mistaken. In addition, employees who whistle blow internally will be also be protected against detrimental action for having made the disclosure, to the extent reasonably practicable.

24. CHANGES TO THIS POLICY

Any deviation or waiver from this Policy must be approved by RISE’s Board of Directors.