ANTI-BRIBERY AND ANTI-CORRUPTION POLICY AND PROCEDURE

1.      Introduction

1.1.     This Policy and Procedures is drawn up to ensure that Capital Dynamics Asset Management’s [“CDAM”] operation is in compliance with the MACC Act, MACC (Amendment) Act 2018, and in fulfilling one of the requirements of organisational competency pursuant to Chapter 4.02(3) of the Securities Commission Licensing Handbook along with any relevant laws, regulations and guidelines with regards to anti-bribery and anti-corruption in Malaysia.

1.2.     This Policy and Procedures is put in place in light of Section 17A of the MACC Act (Section 17A) which came into force on 1 June 2020. The main objective of this Policy and Procedures is to foster the growth of a corporate culture which is free of corruption within CDAM. A complete understanding of CDAM’s culture against bribery and corruption is therefore essential to a continuous constructive relationship between CDAM and its employees, business partners and agents.

1.3.     Section 17A imposes corporate liability against commercial organisations including CDAM and personal liability against the Management of the CDAM if a person associated with the CDAM corruptly gives, agrees to give, promises or offers to any person any gratification whether for the benefit of that person or another person with an intent to:

  • (i) Obtain or retain business for the CDAM; or
  • (ii) Obtain or retain an advantage in the conduct of business for the CDAM.

[collectively be referred to as “Bribery and Corruption”]

Management of the Company includes a person who is a CDAM’s director, controller, officer or partner or who is concerned in the management of its affairs. A person is associated with the Company if he is a director, partner or an employee of CDAM or he is a person who performs services for or on behalf of CDAM.

1.4.     As such, CDAM undertakes to ensure that it has in place adequate procedures to prevent persons associated with the CDAM from undertaking Bribery and Corruption. In this regard, the Company is guided by 5 core principles (T.R.U.S.T) as outlined in the Guidelines on Adequate Procedures, pursuant to subsection 17A(5) of the Malaysian Anti-Corruption Commission Act 2009.

T.R.U.S.T Guiding Principles

2.     Policy Statement

2.1.      CDAM is committed to the highest ethical standards and integrity in conducting business in compliance with all applicable laws, including the MACC Act.

2.2.     CDAM adopts no tolerance approach against all forms of Bribery and Corruption and takes a strong stance against such acts.

2.3.     Notwithstanding Bribery and Corruption envisaged in Section 1.3 of this Policy and Procedures, Bribery and Corruption may take the form of exchange of money, goods, services, property, privilege and/or preferential treatment.

2.4.     This Policy and Procedures apply to CDAM’s business dealings with commercial and government entities, including but not limited to interactions with their directors, employees, agents and other appointed representatives.

2.5.     CDAM adopts a “No Gifts” Policy, which will be strictly observed when it comes to dealing with government entities, government related agencies and/or its officials notwithstanding the value of the Gifts.

2.6.     CDAM awards contracts based on merits and shall consider the awarding of contracts on an arm’s length basis.

2.7.     This Policy and Procedures shall take reference from and be guided by CDAM’s Compliance Policy and Procedures, on matters pertaining to its Business Principles and Employees’ Conduct/Code of Ethics.

3.      Scope

3.1.     This Policy and Procedures apply to the following persons associated with CDAM:

    1. The directors and employees of the CDAM; and
    2. Business associates or any other parties performing services for and on behalf of CDAM.

(collectively be referred to as “the Parties”)

3.2.     Should there be any queries in relation to this Policy and Procedures, the Parties should immediately contact the Compliance Officer (“CO”) of the Company for clarification.

4.      Responsibilities of the Parties

4.1.     The Parties are required to be familiar with the requirements and directives of this Policy and Procedures and communicate them to their respective subordinates. In the case of CDAM’s business associates such as the service providers, the Parties are required to communicate this Policy and Procedures to their respective representatives servicing CDAM.

4.2.     CDAM and its employees are responsible for complying with this Policy and Procedures which includes the following:

    1. Promptly recording all transactions of Gifts accurately and in reasonable detail;
    2. Any suspicious transactions should be escalated to the Compliance Officer promptly, for guidance on next course of action;
    3. Promptly reporting violations or suspected violations through CDAM’s reporting channels; and
    4. Attending and completing all trainings and assessments in relation to the Policy and Procedures (applicable to Directors, employees or agents of the Company).

4.3.     The Parties should avoid any possible conflict of interest. If any of the Parties are involved in an unavoidable conflict of interest, they should disclose the nature of the conflict to the Company as soon as practicable and they must not use their position to gain advantage for the Company or to cause disadvantage to the Company.

5.      Business Associate

5.1.     The Company expects all its Business Associates to refrain from Bribery and Corruption.

5.2.     In the event that any suspected Bribery and Corruption arise in the collaboration between CDAM and its Business Associates, CDAM has the right to terminate the business relationship with the said Business Associate and seek prompt replacement. For this purpose, CDAM will include clauses in its contracts with its Business Associates that would enable the termination of contract in the event that any suspicion of Bribery and/or Corruption arises.

5.3.     Prior to entering into any formalised relationships with the Business Associates, CDAM shall conduct due diligence on the said Business Associates which include but are not limited to searches in the relevant databases, background checks and conducting of interviews with the relevant parties to identify any suspicious relationships and shall document the reasons for choosing one particular Business Associate over another.

5.4.     CDAM’s Business Associates are also required to read and understand this Policy and Procedures and undertake to comply with the Policy and Procedures, for a continuous business relationship with CDAM and for the benefit of all parties.

6.        Non-Compliance

6.1.     Failure to comply with this Policy and Procedures, whether intentional or not, may lead to grave consequences imposed against the offender such as internal disciplinary action(s) and /or criminal liability incurred upon the individual(s) involved.

6.2.     CDAM will take immediate action against any party who does not adhere to this Policy and Procedures. This may include but is not limited to the termination of business arrangements, initiation of legal action and/or notification to the authorities.

6.3.     Any person who commits an offence under Sections 16, 17, 20, 21, 22 and 23 of the MACC Act, shall on conviction be liable to:

(a)  imprisonment for a term not exceeding twenty (20) years; and

(b) A fine of not less than five (5) times the sum or value of the gratification, which is the subject matter of the offence, where such gratification is capable of being valued or is of a pecuniary nature, or ten thousand ringgit, whichever is the higher.

6.4.     Additionally, Section 17A(2) stipulates that if convicted, the organisation is liable to a maximum fine of ten times the sum of the gratification involved or RM 1 million, whichever is the higher; or to imprisonment of a term not exceeding 20 years, or both.

7.           No Gift Policy

7.1.     CDAM and its employees shall strictly observe all provisions under Section 7 of this Policy and Procedures when receiving and/or offering any gift(s). If in doubt, refer to the Compliance Officer(s) for further actions.

7.2.       No Accepting of Gift Policy

7.2.1.     CDAM prohibits acceptance of any gift from any third parties, whether it is in a tangible or an intangible form, to reduce the likelihood of misconduct, conflict of interest, and corruption. All employees must graciously decline the offering of Gifts from any third parties to avoid offending any third parties, event hosts and/or organisers. Therefore, it is important to thoroughly explain this Policy and Procedures to CDAM’s Business Associates to avoid any misunderstanding.

7.2.2.     Where the gift(s) are returned by CDAM and/or CDAM’s employees, it must be accompanied with an explanation letter.

7.2.3.     When dining with business associates in the course of work, CDAM shall settle its own bills and explain the requirements of this Policy and Procedures.

7.2.4.     Employees shall not accept any benefits in kind from business associates arising from the course of work. For example, a fund manager must graciously decline any complimentary travelling and accommodation offered by the company that the fund manager is analysing/researching when conducting company visits and/or research interviews.

7.3.       Allowable Circumstances in Receiving Gifts

7.3.1.     Exceptions may be given if below circumstances arise:

    1. Promptly recording all transactions of Gifts accuWhere it is impossible to return the gift(s), for e.g. there is no return address or known personnel to return the Gift(s) and/or the sender refused to accept the returned Gifts.
    2. Where the Gift(s) is in the form of corporate gift with nominal value such as diary, notebooks or calendar given to many people and not just to CDAM and/or CDAM’s employees.

7.3.2.     Where CDAM’s and its employees received any gift(s) as (a) and (b) above, the Gift Disclosure Form must be completed and submitted to Compliance Officer within the prescribed time period.

7.3.3.     Where the gift(s) is sent directly to CDAM premise and the delivery personnel refused to return the gift(s) to the sender, it is important that the employees concerned informs and discuss with the Compliance Officer(s) promptly, on the next course of action with regards to the gift(s) beside disclosing the gift(s).

7.4.    No Giving Out Gifts Policy

7.4.1.     In the same vein, CDAM prohibits offering of any gift(s) to any third parties whether in a tangible or in an intangible form, to reduce the likelihood of misconduct, conflict of interest and corruption, except for special circumstances as envisaged in Section 7.5 below.

7.5.     Allowable Circumstances in Offering Gifts

7.5.1.     Exceptions are allowed for these circumstances:

    1. The gift(s) is a complimentary item with low intrinsic value and at the same type received by every recipient during the CDAM’s event such as stationary used during the event;
    2. The gift(s) is given as a matter of goodwill and custom and is attached to a seasonal greeting card. For example, the gift(s) is for recovery from illness, etc. The value of the gift should be appropriate and commensurate with the relevant occasion; or
    3. It is charitable donation made in good faith for the betterment of the less fortunate communities/societies.

7.5.2.     In the case of a charitable donation, CDAM must ensure that the donation is given through legal and proper channels. Particular care must be taken in ensuring that the charities or sponsored organisations on the receiving end are valid bodies and are able to manage the funds properly.

8.    Record Keeping

8.1.     Notwithstanding the Company’s “No Gifts” Policy, all gifts received and/or given which fall within the list of exceptions under Sections 7.3 and 7.5 of this Policy and Procedures are subject to the requirement of declaring the gifts accepted/given, irrespective of its value.

8.2.     CDAM and its employees shall ensure that all gifts are recorded in the register in a timely manner.

8.3.     CDAM shall keep and maintain all data, records and documents in accordance with statutory and regulatory requirements.

9.      Whistle-blowing Channel

9.1.     Any of the Parties who encounter suspected Bribery and Corruption incidents and/or violations of this Policy and Procedures (“the Improper Conduct”), is required to promptly report to CDAM.

9.2.     Reports which are submitted either anonymously or otherwise, would be addressed in a timely manner and without incurring fear of reprisal if they are made in good faith.

9.3.     The following escalation matrix applies when the Parties wish to report any Improper Conduct to CDAM.

 

Type of incidents PICs/Escalation Channels Dedicated Email
Improper Conduct that implicates any of the Compliance Officer or Compliance Department Risk Management Committee (“RMC”) rmc@cdam.biz
Improper Conduct does not implicate any of the Compliance Officer or Compliance Department Compliance Officer (“CO”) cdam.compliance@cdam.biz

 

9.4.     The person(s) in charge of the respective escalation channels (the “PICs”) will escalate all reports to the Senior Management (excluding anyone involved in the complaint) and investigate the Improper Conduct with the utmost confidentiality. Thereto, Parties who report on Improper Conduct can be assured that their identities will be kept confidential within the limits required by law.

9.5     Upon investigation, if it is determined that the alleged Improper Conduct constitutes a breach of internal policies or regulations, the PICs shall:

    1. Update the Senior Management (excluding anyone involved in the complaint);
    2. Record the details in the CDAM’s Breach Register and table the information at the Board meeting; and
    3. Immediately escalate the regulatory breaches to the SC and/or notify the relevant authority(ies).

10.     Communication and Training

10.1.     This Policy and Procedures must be appropriately communicated to all of CDAM’s employees and Business Associates. These communications should encompass key points of this Policy and Procedures (such as reporting channels, consequences of non-compliance), to whom these points should be communicated to, and how these should be disseminated.

10.2.     CDAM disseminates information about its commitment to zero tolerance of Bribery and Corruption via a few mediums to ensure maximum coverage of communication to our business associates and the public, which includes messages displayed on Capital Dynamics’s website as well as contractual agreements between CDAM and its business associates and letters of offers or employment contracts of staff.

10.3.     CDAM is committed to conducting training/briefings for its directors and employees to ensure that they understand the objectives and implications of the Policy and Procedures so as to continuously promulgate integrity and ethics in their conduct and dealings with external parties for and on behalf of the Company.

10.4.     CDAM shall also provide and/or arrange annual refresher training or briefings for its existing employees in relation to the Policy and Procedures.

10.5.     Business Associates and other parties that are performing services on behalf of the Company will be notified of the Policy and Procedures including any amendments thereof from time to time.

11.      Monitoring, Periodic Review and Disclosure

11.1.     Risk assessment serves as the foundation for the composition of an adequate anti-bribery and anti-corruption structure. It allows CDAM to have a systematic view of the risk of Bribery and Corruption, and as such, gives a clearer perspective on how to design policies and procedures accordingly. A continuous risk assessment will allow CDAM to effectively combat the changing conditions and risks.

11.2.     CDAM clearly understands that it has a duty to ensure effective implementation of this Policy and Procedures by identifying potential and/or real internal and external corruption risks within CDAM. As such, CDAM is committed to continuous improvement of its Policy and Procedures.

11.3.     This Policy and Procedures should be reviewed annually for its effectiveness, adequacy and suitability and may be amended by the Board as and when it deems appropriate.

11.4.     The annual internal audit and external compliance review would assist CDAM in reviewing the effectiveness, adequacy and suitability of the Policy and Procedures implemented to counter Bribery and Corruption.

Glossary

Words Definitions
Associated Person Defined as a director, employee of the Company or any person who performs services on behalf of the Company.
Bribery Defined as any action which would be considered as an offence of giving or receiving gratification under the MACC Act.
Business Associate An external party with whom the Company has, or plans to establish some form of business relationship which may include but not limited to the service providers, clients, agents, vendors, contractors, suppliers and consultants.
CDAM Capital Dynamics Asset Management Sdn Bhd
Conflict of Interest When a person’s own interests either influence, have the potential to influence, or are perceived to influence their decision making for the Company.
Corporate Gift Something given from one organisation to another, with the appointed representatives of each organisation giving and accepting the gift.
Corruption Defined as any action which would be considered as an offence of giving or receiving gratification under the MACC Act.
Directors Directors include all of the following:

  • Independent and non-independent Directors;
  • Executive and non-executive Directors; and
  • Alternate Directors.
Donations and Sponsorship Donation: Refers to charitable contribution/humanitarian aid whether in the form of cash/cash equivalent/goods made out of care and concern for social causes.

Sponsorship: Refers to contribution of any kind in the form of services, monies, goods, to support an event or organisation made to promote/enhance/strengthen business relationships/business prospects.

Gifts Collectively includes gifts, entertainment, hospitality, sponsorship and donations [e.g. cash money, free fares, shares, lottery tickets, entertainment expenses/services, club membership, any form of commission(s), hampers, jewellery, decorative items and any item of high value that is given to a person(s) or organisation(s)].
Hospitality Includes providing meals, refreshment, travel, transportation, lodging, as well as entertainment in the context of conventional, cultural and sporting events.
Gratification Defined in the MACC Act as:

  1. 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;
  2. Any office, dignity, employment, contract of employment or services, and agreement to give employment or render services in any capacity;
  3. Any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part;
  4. Any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction or percentage;
  5. Any forbearance to demand any money or money’s worth or valuable thing;
  6. 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
  7. Any offer, undertaking or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (a) to (f).
MACC Act Malaysia Anti-Corruption Commission Act 2009 and any statutory modification, amendment or re-enactment thereof for the time being in force.
Policy and Procedures CDAM’s Anti-Bribery and Anti-Corruption Policy and Procedures
Senior Management Managing Director and Executive Director(s)