Anti-Bribery and Corruption Policy

Anti-Bribery and Corruption Policy (“Policy”)

1. POLICY STATEMENT

CUCKOO International (MAL) Berhad and its subsidiaries (“the Group”) are committed to applying the highest standards of ethical conduct and integrity in its business activities in the market it operates in.

Every Director, Employee and person acting on the Group’s behalf is responsible for maintaining CUCKOO’S reputation and for conducting company business honestly and professionally.

We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate.

All Directors and Employees should perform their duties objectively and ethically and not to do anything and act in any manner which will cast doubts or suspicions over the Group’s commitment in combating bribery and corruption or the attempt thereof. Employees who refuse to give or receive bribes or engage in any nature of corrupt act will not be penalised.

There will be no waivers or exceptions granted for conducts that depart from this Policy. Any violation of this Policy may result in disciplinary action, up to and including dismissal in appropriate circumstances. It is therefore extremely important that the Employee familiarise themselves with this Policy and strictly adhere to it. Compliance to this Policy is mandatory.

The Group is committed to full compliance of all applicable laws and regulations including but not limited to Malaysian Anti-Corruption Commission Act 2009, and its amendments, Companies Act 2016 of Malaysia and all other laws which are applicable to the Group’s business. All departments and organizations are mandated to established adequate measures and maintain records to prevent bribery and corruption.

2. APPLICATION & DEFINITION

2.1 Application

All forms of bribery and corruption are prohibited. The Group upholds a zero-tolerance approach. In addition to bribery, Employees must not participate in any corrupt activity, such as extortion, collusion, breach of trust, abuse of power, trading under influence, embezzlement, fraud or money laundering.

Bribery may take the form exchange of money, goods, services, property, privilege, employment position or preferential treatment. Employees 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 organisation, either for the intended benefit the Group or the persons involved in the transaction.

This Policy is applicable to every LEVEL of the Employees including top management, senior management, head of departments, and staffs. If any Employees require further clarification on the Policy, the Employee may refer their queries to the Regulatory Compliance Department.

This Policy applies equally to its business dealings with commercial (‘private sector’) and government (‘public sector’) entities, and includes interactions with their directors, employees, agents and other appointed representatives at all levels. Even the perception of bribery is to be avoided.

Although this Policy is written specifically for all level of Employees under the Group, the Group call upon all Business Associates including vendors, contractors, consultants, agents, representatives and other third parties performing work or services for or on behalf of the Group as well as all customers and other third parties receiving work or services from the Group to observe this Policy and act in accordance with this Policy, at all time, when dealing with the Group.

This Policy applies to all countries worldwide, without exception and without regard to regional customs, local practices or competitive conditions.

No Employee will suffer demotion, penalty or other adverse consequences for refusing to pay or receive bribes or other illicit behaviour, even if such refusal may result in the company losing business or experiencing a delay in business operations.

The Group recognises the value of integrity in its Employees and Directors. The Group’s recruitment, training, performance evaluation, remuneration, recognition and promotion for all Employees, shall be designed to recognise integrity. The Group conducts due diligence on Employees who holds or may be holding, Exposed Positions.

The Group awards contracts purely based on merits. Support letters in all forms shall not be recognised as part of the business decision making process.

2.2 Definition

The United Nations define “bribery” as the offering, promising, giving, accepting, or soliciting of an advantage as an inducement for an action, which is illegal, unethical, or a breach of trust or to refrain from acting. “Corruption” is broadly defined as the abuse of entrusted power for private gain.

Bribery can take a variety of forms, whether in cash or in kind, can be given or received directly or indirectly through intermediaries, when someone improperly influence or attempts to improperly influence one’s decision or performance of duties.

For the purposes of this Policy, the term “bribery and corruption” is used to cover any action which would be considered as an offence under the applicable anti-bribery and corruption laws and regulations and treaties in which the Group operates, which includes the Malaysian Anti-Corruption Commission Act 2009 and its amendments.

The Malaysian Anti-Corruption Commission describes “corruption” as an act of giving or receiving of any gratification or reward in the form of cash or in-kind of high value for performing a task in relation to his/her job description.

“Bribery” includes any offering, promising, giving a gratification, or other advantages with the intention of inducing or rewarding someone for doing or forbearing to do, or for having done or forborne to do any act in relation to his/her principal’s affairs or business, or for showing or forbearing to show favour or disfavour to any person in relation to his/her principal’s affairs or business. Form of bribery includes kickbacks, inflated commissions, expensive gifts, political donations, excessive or inappropriate entertainment.

“Business Associates” refers to the party who has or will have business dealings with the Group, including without limitation vendors, suppliers, agents, representatives, consultants, intermediaries, advisers, contractors, sub-contractors, joint venture partners, outsourcing providers and all parties who act on behalf of the Group.

“Compliance Team” refers to the Internal Audit Department and Regulatory Compliance Department.

“Donations and Sponsorship” means charitable contributions and sponsorship payment made to support the community.

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

“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 and are of nominal value. Examples of corporate gifts include items such as diaries, table calendars, pens, notepads, plaques, and festive gifts such as hampers, oranges and dates.

“Directors” include all independent and non-independent directors, executive and non-executive directors of the Group and shall also include alternate or substitute directors.

“Exposed Position” means a staff position identified as vulnerable to bribery through a risk assessment. Such positions may include but is not limited to 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 payment or other provision made personally to an individual in control of a process or decision. It might be given to secure or expedite a routine or administrative duty or function.

“Employees” include all individuals directly contracted to the Group on an employment basis, including permanent and temporary employees and Directors.

“Gratification” means:

money, donation, gifts, 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 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;
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; 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).

“Personal Gift” is something given from one individual to another, with the intention of creating or enhancing a personal relationship. The gifts are given in a private setting, without the knowledge or approval of the company management of one or both parties. Personal Gift may include cash, cash equivalents such as credit cards, bitcoin or savings accounts, electronic items, watches, luxury pens, property, vehicles, free fares, shares, interest free loans, lottery tickets, travel facilities, entertainment, services, club memberships, any forms of discount or commission, jewelleries, decorations, souvenirs, vouchers or any other valuable items.

3. BREACH OF POLICY

For Directors or Employees, non-compliance with this Policy may result in disciplinary action, up to and including dismissal in appropriate circumstances. For external parties, non-compliance may lead to penalties including termination of contract or further legal action.

The Group reserves the right to report any actions or activities suspected of being criminal in nature to the police or other relevant authorities.

Under section 24 of the Malaysian Anti-Corruption Commission Act 2009 (“the Act”), any person who is found guilty of corruption may be subject to imprisonment up to 20 years and a fine of at least 5 times the sum or value of the gratification or RM10,000.00, whichever is higher.

Section 17A(1) of the Act provides that a company may be held liable if its employees or person who performs services for or on behalf of the company corruptly provides gratification to any person in return for an advantage and may be subject to a fine of at least 10 times the sum or value of the gratification or RM1,000,000.00, whichever is higher, or imprisonment up to 20 years, or to both. A director or senior management of a company may be deemed to have committed an offence where an offence is committed by a company under section 17A(3) of the Act.

4. GIFTS

All Directors and Employees, or third parties acting on behalf of the Group are prohibited from, directly or indirectly, receiving, providing, or soliciting for gifts, subject only to certain limited exceptions as stated in this Policy.

All Directors and Employees shall comply strictly with this Policy to avoid any actual or appearance of conflict of interest. A conflict of interest arises when an individual has an interest in any entity or matter that may influence his or her judgment in the discharge of responsibilities.

It is the responsibility of Directors and Employees to inform any third parties who have any business dealings with the Group of this Policy and to request the third party’s understanding for and adherence with this Policy.

Save for the limited exceptions stated in this Policy, the guidance below should be followed:

Never offer or accept gifts in the form of cash or cash equivalent, including vouchers, discounts, coupons, shares and commission, or gifts in kind, including free products from Business Associates, such as free tour packages that is not made disclosed, properties, motor vehicles, digital gadgets, computer devices.
Never offer or accept gifts if there is conflict of interest situation.
Never offer or accept gifts which the Employees know or suspect to be improper or illegal.
Never offer gifts to or accept gifts from parties currently engaged in tender, competitive bidding exercise or contract negotiation.
Never offer or accept gifts during periods when important decisions, regarding the award or retention of business, are being made.
Never offer or accept gifts offered that comes with a direct or indirect suggestion, hint, understanding or implication that in return for the gifts provided some expected or desirable outcome is required.
Never offer or accept gifts which is in violation.

4.1 Providing Gifts

Generally, all Directors and Employees are prohibited from providing gifts to third parties save for the limited exceptions below.

The following situations are the limited exceptions where the provision of gifts is permitted:

Exchange of gifts at the company-to-company level (e.g. gifts exchanged between companies as part of an official company visit or courtesy call and thereafter said gift is treated as company property).
Gifts including Corporate Gift from company to third parties and public officials (subject to local rules) in relation to the company’s official functions, events and celebrations (e.g. commemorative gifts or door gifts offered to all guests attending the event).
Gifts from the Group to Directors and Employees and/or their family members in relation to an internally or externally recognised company function, event and celebration (e.g. in recognition of an employee’s or director’s service to the company).
Token gifts of nominal value normally bearing the Group or company’s logo (e.g.t-shirts, pens, diaries, calendars and other small promotional items) or that are given out equally to members of the public, delegates, customers, partners and key stakeholders attending events such as conferences, exhibitions, training, trade shows etc. and deemed as part of the company’s brand building or promotional activities.
Gifts to external parties who have no business dealings with the Group (e.g. monetary gifts or gifts in-kind to charitable organisations).

The Employees shall ensure that the gifts given or provided must be lawful, reasonable, and approved by the Division Head or Director, with no intention to gain any advantage in return. Any gifts provided must not be excessive, frequent and details of such gifts provided to third party must be properly recorded and Employees shall complete Appendix A1 (Form for Providing Gift) (as prescribed by Regulatory Compliance Department or such other form containing similar information as may be prescribed by the Group). Every Department shall keep record of all original copies of Appendix A1 (as prescribed by Regulatory Compliance Department or such other form containing similar information as may be prescribed by the Group) together with supporting documents including but not limited to receipts in Gift Register – Form for Providing Gift and make available for inspection. Gifts from the Group to Directors and Employees shall only be made in accordance with the Group’s Human Resources policies.

4.2 Receiving Gifts

The general principle is to immediately politely refuse or return such gifts and inform the third party of this Policy. The gifts that are deemed as not given to influence the Directors’ or Employees’ performance of duties include normal business courtesies token gifts which are occasional, gifts during festive or special occasions and gifts from social functions attended by the Directors or Employees on behalf of the Group, are permissible.

The following guidance must be followed strictly:

Gifts are given as an expression of goodwill and not as an expression of a return favour.
Gifts commensurate with general accepted standards for hospitality, taking into account the norms for the industry and the country in which it is offered.
Gifts are being provided openly and transparently and is of a nature that will not cause the Group embarrassment if publicly reported.
Comply with laws and regulations.
In the situation where it is impossible to refuse or return the gifts, all Employees who receive the gift from the third party must obtain authorisation from Division Head or Director and shall immediately record the gift and complete Appendix A2 (Form for Receiving Gift) (as prescribed by Regulatory Compliance Department or such other form containing similar information as may be prescribed by the Group).
Division Head or Director will decide on the treatment of the gifts.
Every Department shall keep record of all original copies of Appendix A2 (as prescribed by Regulatory Compliance Department or such other form containing similar information as may be prescribed by the Group) together with supporting documents in Gift Register – Form for Receiving Gift and make available for inspection.
Never receive any gifts privately or in personal context or Personal Gift.

5. ENTERTAINMENT & CORPORATE HOSPITALITY

Entertainment is generally defined as the provision of an external event or activity which can pleasurably occupy a person. This may include the provision of meals, transportation, and accommodation to third parties.

Corporate hospitality is generally defined as corporate events or activities organised by an organisation which involves the entertainment of employees and third parties for the benefit of that organisation. This may include the provision of meals, transportation, traveling and accommodation to third parties in connection with such corporate events or activities.

Entertainment and corporate hospitality should not be given or received if there is any intention or it could be seems as having any intention to improperly influence the recipient to gain any advantage in return, whether directly or indirectly, for the Group or the Employee, or as a reward for having acted improperly.

As such, we must ensure that the circumstances in which entertainment and corporate hospitality is offered, given or accepted are restricted to those which are appropriate and in compliance with applicable laws and regulations, in particular when it involves public officials.

Entertainment and corporate hospitality will be illegitimate in the following situations and the Employee should immediately refuse it:

Entertainment and corporate hospitality offered by parties currently engaged in tender, competitive bidding exercise or contract negotiation.
Entertainment and corporate hospitality which the Employee know or suspect to be improper or illegal.
Services or favours provided personally, rather than in a business context, unless such services are pursuant to a proper arms’ length business transaction.
Entertainment and corporate hospitality for family members, friends or relatives.
Entertainment and corporate hospitality during periods when important decisions, regarding the award or retention of business, are being made.
Entertainment and corporate hospitality offered that comes with a direct or indirect suggestion, hint, understanding or implication that in return for the entertainment provided some expected or desirable outcome is required.
Entertainment and corporate hospitality that may create a sense of obligation, or comes with a direct or indirect suggestions, hint or expectation of special treatment or create a conflict of interest that would be perceived negatively.
Any entertainment activities and corporate hospitality activities that would be illegal or in breach of local or foreign bribery laws.
Entertainment and corporate hospitality, which is frequent, lavish or excessive or may adversely affect the reputation of the Group.
Any entertainment and corporate hospitality that are sexually oriented and any entertainment at nightclubs.

5.1 Providing Entertainment & Corporate Hospitality

When providing entertainment and corporate hospitality, proper care and good judgment must be taken to protect the Group’s reputation against any allegations of impropriety or the perception of bribery and corruption, in particular when the arrangements could influence or be perceived to influence the outcome of a business decision and are not reasonable and bona fide expenditures.

The guidance below should be followed:

All entertainment shall be reported and written approval from Division Head or Director shall be obtained following the Limits of Authorities and the internal guidelines and Employees shall submit all relevant information and supporting documents as required in Appendix C1 (Form for Providing Entertainment and Corporate Hospitality) (as prescribed by Regulatory Compliance Department or such other form containing similar information as may be prescribed by the Group or by Human Resources Department) to Human Resources Department for approval based on the policies and procedures of Human Resources Department. Employees must seek approval from the Division Head or Director prior to submission to Human Resources Department. For avoidance of doubt, for any Entertainment which is not reported and submitted to Human Resources Department for approval based on the policies and procedures of Human Resources Department, Employees shall complete the Appendix C1 (Form for Providing Entertainment and Corporate Hospitality) (as prescribed by Regulatory Compliance Department or such other form containing similar information as may be prescribed by the Group) and every Department shall keep record of all original copies of Appendix C1 (as prescribed by Regulatory Compliance Department or such other form containing similar information as may be prescribed by the Group) together with supporting documents including but not limited to receipts in Entertainment and Corporate Hospitality Register (Form for Providing Entertainment and Corporate Hospitality) and make available for inspection. All Appendix C1 must be approved by the Division Head or Director.
All corporate hospitality shall be reported and written approval from Division Head or Director shall be obtained following the Limits of Authorities and the internal guidelines and Employees shall complete Appendix C1 (as prescribed by Regulatory Compliance Department or such other form containing similar information as may be prescribed by the Group). All Appendix C1 (as prescribed by Regulatory Compliance Department or such other form containing similar information as may be prescribed by the Group) must be approved by the Division Head or Director. Every Department shall keep record of all original copies of Appendix C1 (as prescribed by Regulatory Compliance Department or such other form containing similar information as may be prescribed by the Group) together with supporting documents including but not limited to receipts in Entertainment and Corporate Hospitality Register (Form for Providing Entertainment and Corporate Hospitality) and make available for inspection.
The entertainment or corporate hospitality must not be too excessive, lavish or frequent taking into account the local culture and norms. Further, the entertainment and corporate hospitality must be commensurate with the recipient’s official capacity and not provided in his/her personal capacity.
Provision of the entertainment or corporate hospitality are done with good and legal intentions.
No personal bias or favoritism involved in the provision of entertainment or corporate hospitality. The entertainment or corporate hospitality must be justifiable and commensurate with the recipient’s position and status.
All expenses incurred to provide the entertainment or corporate hospitality must be within the limits of the Employee’s entitlement and is properly documented, receipted and recorded in the company’s records.
Any entertainment activities or corporate hospitality activities that would involve public officials shall require the prior approval of the Management.
No violations of any laws and regulations.
Before providing entertainment or corporate hospitality to anyone, consider whether the reputation of the Group, the Employee, or the recipient is likely to be damaged if news of the entertainment appeared on the front page of a newspaper. If this would embarrass either the Group or the recipient, do not proceed.

5.2 Receiving Entertainment & Corporate Hospitality

The Group prohibits Directors and Employees from soliciting entertainment and corporate hospitality that is excessive, frequent, inappropriate, illegal or given in response to, in anticipation of, or to influence a favourable business decision or any other advantage.

Nevertheless, the Group recognises that the occasional acceptance of an appropriate level of entertainment and corporate hospitality given in the normal course of business and conform to local cultures and norms is usually a legitimate contribution to building good business relationships. However, it is important for Directors and Employees to exercise proper care and judgement before accepting the entertainment or corporate hospitality.

All Directors and Employees should ensure that the following are complied before accepting entertainment and corporate hospitality:

The Entertainment and Corporate Hospitality received should not lead or imply an obligation for the Group.
The Entertainment or Corporate Hospitality should not be a ‘reward’ for the award or retention of business or other business advantage. The Entertainment and Corporate Hospitality received should not be excessive or expensive in any way.
The Employees are required to ensure that the Entertainment and Corporate Hospitality received is in accordance with laws, rules and ethics.
The Entertainment and Corporate Hospitality should ensure that when receiving any Entertainment and Corporate Hospitality there will not be any potential adverse reputational implications in the type of entertainment or corporate hospitality being accepted or given.
Before receiving any entertainment or corporate hospitality, the Employee should consider whether the reputation of the Group, the Employee, or the recipient is likely to be damaged if the Group has been reported in the press in connection with this entertainment or corporate hospitality.

All Entertainment and Corporate Hospitality shall be reported and written approval from Division Head or Director shall be obtained following the Limits of Authorities and the internal guidelines and Employees shall complete Appendix C2 (Form for Receiving Entertainment and Corporate Hospitality) (as prescribed by Regulatory Compliance Department or such other form containing similar information as may be prescribed by the Group). All Appendix C2 (as prescribed by Regulatory Compliance Department or such other form containing similar information as may be prescribed by the Group) must be approved by the Division Head or Director. Every Department shall keep record of all original copies of Appendix C2 (as prescribed by Regulatory Compliance Department or such other form containing similar information as may be prescribed by the Group) together with supporting documents in Entertainment and Corporate Hospitality Register (Form for Receiving Entertainment and Corporate Hospitality) and make available for inspection.

6. FACILITATION PAYMENTS AND KICKBACKS

6.1 Facilitation Payments

“Facilitation Payment” is a payment or other provision made to an individual in control of a process or decision to secure or expedite the performance of duties, for example payments to expedite the issuance of a visa, license, permit or approval, or clearing of goods through customs.

The Group prohibits receiving, requesting, giving and promising of facilitation payments, either directly or indirectly, from any person whether for the benefit of the Group or the Employees personally.

If any person request or give facilitation payments to the Employees, the Employees should politely reject such facilitation payment.

This prohibition will not cover official expediting payments pursuant to written regulations or guidelines, for which official receipt is issued and any person could subscribe to such expediting process.

The Employees are obliged to ask for an official receipt for any payment the Employees have made. Only in the event an Employee’s security is at stake, the Employees are allowed to make payments. The Employees must immediately report the incident to the Division or Director and every Department shall notify Regulatory Compliance Department to record the details of the incident.

6.2 Kickbacks

Kickbacks are typically payments made in return for a business favour or advantage.

All Directors and Employees must avoid any activity that might lead to, or suggest, that a kickback will be made on behalf of the Group.

7. CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The Group is committed to being a responsible member of communities where it operates, to supporting those in need which may include sponsoring various events, initiatives and organisations.

As bribes can be concealed in the form of charitable, sponsorships or donations, all CSR, donations and sponsorships shall be done in good faith and are not aimed to gain any business or other advantage in return, whether for the Group or self-enrich, that may be considered improper.

All CSR, donations and sponsorships must be pre-approved in writing by the Director. Every Department must comply with the following:

To ensure all CSR, donations or sponsorships are allowed by the local laws, and not made to improperly influence a business outcome or a person’s performance of duties or perceived to provide an improper advantage to the Group or the Employees.
To acquire all the necessary internal and external authorizations.
To donate or work with well-established entities having an adequate organisational structure to guarantee proper administration of the funds.
All sponsorships and donations must be transparent and properly recorded in the company’s books and records.
Shall not be used as a means to cover up an undue payment or bribery.
Must take proper processes and procedures, including without limitation proper background check or due diligence, to evaluate the legitimacy of an entity or a request for sponsorship or donation, before committing to or giving any funds. Any such processes and procedures taken shall be properly recorded and kept.
Must not be made to individuals or in cash; or be made at the request of a Public Official as an inducement to or reward for acting improperly.
Must not be made to parties engaging with the Group, during or after a contract negotiations or significant events.
All CSR, donations and sponsorships to be provided shall be reported and pre-approved by the Director following the Limits of Authorities and the internal guidelines and employees shall complete Appendix B1 (Form for Providing CSR, Donation, Sponsorship) (as prescribed by Regulatory Compliance Department or such other form containing similar information as may be prescribed by the Group). All Appendix B1 (as prescribed by Regulatory Compliance Department or such other form containing similar information as may be prescribed by the Group) must be approved by the Director Every Department shall keep record of all original copies of Appendix B1 (as prescribed by Regulatory Compliance Department or such other form containing similar information as may be prescribed by the Group) together with supporting documents including but not limited to receipts in CSR, Donation, Sponsorship Register (Form for Providing CSR, Donation, Sponsorship) and make available for inspection.
All CSR, donations and sponsorships to be received shall be reported and pre-approved by the Director following the Limits of Authorities and the internal guidelines and employees shall complete Appendix B2 (Form for Receiving CSR, Donation, Sponsorship) (as prescribed by Regulatory Compliance Department or such other form containing similar information as may be prescribed by the Group). All Appendix B2 (as prescribed by Regulatory Compliance Department or such other form containing similar information as may be prescribed by the Group) must be approved by the Director. Every Department shall keep record of all original copies of Appendix B2 (as prescribed by Regulatory Compliance Department or such other form containing similar information as may be prescribed by the Group) together with supporting documents in CSR, Donation, Sponsorship Register (Form for Receiving CSR, Donation, Sponsorship) and make available for inspection.

8. PROCUREMENT

8.1 Procurement Process

The Group is committed to applying the highest standard of ethics and integrity in all aspects of its procurement activities. All Employees and Directors in procurement process shall comply with the Group’s various policies, in particular this Policy and other policies, guidelines and procedures relating to CUCKOO International (MAL) Berhad Anti-Bribery and Corruption Policy.

In discharging the duties in procurement process, all Employees and Directors should follow the guidance below:

Shall avoid any actual or potential conflict of interest. All Employees and Directors involve in the procurement process shall make necessary declaration of interest and/or conflict of interest by completing Declaration of Interest Form (Appendix D) when there is a circumstance or change in circumstances which warrant a declaration, if applicable.
Shall not use personal influence, positions, or anything of value to improperly get the job from the company or enter into any undertaking with third party in which his or her family members and friends have an interest directly or indirectly.
Avoid accepting or providing any entertainment, corporate hospitality, or gifts during critical period, such as tender process or contract negotiation.
Must ensure that all procurement activities are in line with the procurement policies and procedures of the company and this Policy. Ad Hoc purchase request will not be processed unless with valid and exceptional reasons endorsed by Director and/or Division Head.
Periodically monitor the Business Associate’s performance and business practices to ensure ongoing compliance with this Policy.
Shall avoid dealing with any Business Associates known or reasonably suspected of corrupt practices or known or reasonably suspected to pay bribes. Exercise use good judgment and common sense in assessing the integrity and ethical business practices of Business Associates.

8.2 Due Diligence

Appropriate assessment shall be conducted by Employees in the Procurement process to understand the business and background of the prospective Business Associates prior to procurement process to ensure that they have acceptable standard of integrity in the conduct of their business and they are free from any elements of bribery and corruption or conflict of interest.

The scope and extent of the due diligence required will vary depending upon the circumstances of each proposed transaction and it should be commensurate with the risks of bribery and corruption and the amount involved in that transaction. Employees shall keep proper record of the risk assessment and due diligence performed.

8.3 Selection of Business Associates

We must treat all the prospective Business Associates fairly and equally. In deciding the procurement award, the decision must be based on approved objective criteria and not to be influenced by personal bias or favoritism.

Approval for procurement must be in accordance with the limit of authority and the guidelines for procurement stated in the company’s purchasing standard operating procedures.

If the procurement is of substantial amount, a committee must be formed to make such decision collectively. In cases where awarding of the procurement to a particular business associate which are not solely based on the standard criteria, the reasons for such decision must be properly documented and kept.

Do not enter into any business dealings with any third party reasonably suspected of engaging in bribery and corruption or any improper business practices unless those suspicions are investigated and resolved.

The Business Associate receiving the procurement award must be made aware of and agree to act in accordance with this Policy and the Code of Ethics and Conduct of the Group. Contracts with major contractors and suppliers should incorporate provisions where the Group is given the right to terminate the contract in the event Business Associates pay bribes or act in a manner which is inconsistent with this Policy.

8.4 Verification Process

Verification process shall be conducted to ensure all works, services, deliveries and supplies are provided according to the approved procurement requests. Regular review or evaluation should be done on the quality and the pricing of work done, services or goods.

9. DEALINGS WITH PUBLIC OFFICIALS

A “Public Official” is a person who works for or on behalf of a government, a government controlled entity, a government related entity, a public body or a public international organisation. This includes members of Parliament, State Assemblymen, judges, police officers, elected and appointed officers, employees or representatives of national or federal government, state governments, local governments, government departments, government agencies, government owned companies, government controlled companies, government linked companies, or public international organisations and officials of political parties and candidates for political offices.

Most countries in the world have made it an offence to bribe their own government officials, many have also made it an offence to bribe a foreign government official. As such, all Directors and Employees must exercise extra caution and be more vigilant when dealing with Public Officials.

It is against this Policy to bribe any Public Officials anywhere in the world, whether or not such activities are considered illegal under the legislation in any country in which business is transacted.

The Employees must obtain written approval from the Director and Regulatory Compliance Department before offering any gift, entertainment, CSR, donation, sponsorship, corporate hospitability or any benefit in whatever name and form to Public Officials or their family members and ensure full compliance of this policy. The gift, entertainment or corporate hospitality must not be frequent, absurd, excessive, and lavish, subject always to compliance with the local legislations and rules, and must be commensurate with the official designation of the Public Official and not his personal capacity and shall be subject to policies on gifts, entertainment and corporate hospitability.

All Directors and Employees must act professionally and ethically and ensure that any offering of gift, entertainment or corporate hospitability to public officials or their family members is properly recorded in the relevant registry and such dealings are fully transparent, properly documented, and accounted for. Never attempt to circumvent any laws or the Group’s policies.

Never conceal, alter, destroy or otherwise modify any documentation relating to gift, entertainment or corporate hospitality offered to any Public Officials or their family members.

10. POLITICAL CONTRIBUTION

The Group does not make or offer any political contributions, in-cash or in-kind, to any political parties, politicians, elected officials or candidates for political office.

No Director or Employee shall make any political contribution on behalf of the Group or use the Group’s resources for the same purpose or use their position with the Group to try to influence other person to make political contributions.

11. MONEY LAUNDERING

“Money laundering” is the process by which persons or groups try to conceal the proceeds of illegal activities or try to make the sources of their illegal funds look legitimate.

The Group objects to practices related to money laundering.

In order to avoid violating anti-money laundering laws, Employees are expected to conduct due diligence before entering into any business arrangement with a third party, if in doubts. Employees should conduct on the identity, background, and business of such third party and beneficial owners (if any) of such business arrangement, and determine the origin and destination of money, property and services. Employees should keep proper records of the due diligence done, the business correspondence and documents relating to the business arrangement.

If there is any suspicious behaviours or activities, Employees should report it to the direct Division Head or Director, to onwards report it to the authorities through Regulatory Compliance Department.

12. CONFLICT OF INTEREST

The Group is committed to maintaining the highest of ethical standards and governance. Conflicts of interest arise in situations where there is a personal interest that might be considered to interfere with that person’s objectivity when performing duties or exercising judgement on behalf of the Group. Employees should avoid or deal appropriately with situations in which personal interest could conflict obligations or duties. Employees must not use their position, official working hours, the Group’s resources, and assets for personal gain or to the Group’s disadvantage.

In compliance with the Group Conflict of Interest Policy, the Employees must disclose any obligation, commitment, relationship, or interest (including but not limited to, interest or relationship with any affiliated persons) which relates with his or her duties. The Employees must also disclose any obligation, commitment, relationship, or interest (including but not limited to, interest or relationship with any affiliated persons) that could conflict or may be perceived to conflict with his or her duties. The term “affiliated persons” includes but not limited to: – a) the Employees immediate family members, i.e., spouse, children, parents, siblings, or any relatives; and/or b) any corporation or organisation or entity of which the Employees are a board member, a committee member, a director, an officer, a partner, or an Employee. The declaration of interest or conflict of interest could be declared by using the Declaration of Interest Form (Appendix D) by contacting Regulatory Compliance Department for a copy.

The existence of any real, apparent or potential conflict of interest shall be disclosed before any conflict is entered into or any transaction is carried out. Transactions with parties with whom a conflict of interest may exist shall only be undertaken if all of the following conditions are complied with:

The details of the real, apparent or potential conflict of interest shall be fully and promptly disclosed to the person authorised to approve the transaction;
The person with the conflict of interest shall be excluded from the discussion, negotiation, tender, voting and/or approval of such contract or transaction;
A competitive bid or comparable valuation of the contract or transaction has been carried out; and
The person authorised to approve the transaction has determined that the contract or transaction is in the best interest of the Group.

Failure to disclose a conflict of interest or refusal to resolve or properly manage a conflict of interest will be regarded as non-compliance consequential towards a disciplinary matter. Depending on the severity and circumstances of the non-compliance, the Employee violation of the conflict of interest policy may be subject to legal claims or proceedings or disciplinary measures including termination of employment.

The Declaration of Interest Form (Appendix D) shall be submitted by the Employee to Division Head or Director at any point in time when a real, apparent or potential interest and/or conflict of interest situation arises. The Declaration of Interest Form (Appendix D) may be reviewed from time to time and any amendments and updates will be immediately made available. The softcopy of the Declaration of Interest (Appendix D) Form including subsequent amendment thereof must be submitted by every Department via email on the 5th day of every month to the Human Resource Department. Every Department shall keep record of all original copy of Declaration of Interest (Appendix D) Form including subsequent amendment thereof and make available for inspection.

For every Declaration of Interest Form (Appendix D) completed, the respective Director shall decide and approve on the action to be taken. Such decision shall be recorded in the Declaration of Interest Form (Appendix D).

All Employees shall be required to complete and submit the Declaration of Interest Form (Appendix D) at least once a year.

13. LIMIT OF AUTHORITY

All Directors and Employees shall perform their duties including but not limited to making payment approval based on the limit of authority approved by the Group.

14. PROCEDURES FOR PREVENTING BRIBERY AND CORRUPTION

This Policy lays out the Group’s general position, principles, procedures and guidelines in combating bribery and corruption. This Policy is not intended to be exhaustive and should be read together with the Group’s various policies and guidelines.

Each executive management, division or business unit is responsible for implementing a proportionate response, including but not limited to:

Applying appropriate due diligence procedures and taking a risk-based approach to ensure compliance with all applicable laws and regulations related to anti-bribery and corruption. All Directors and Employees must exercise good judgment and due diligence with the paramount aim of avoiding all forms of bribery and corruption.
Risk assessment is to be conducted annually on operating companies to assess key compliance risks including the risks of bribery and corruption; and to determine the effectiveness of the Group’s corruption risk controls.
Training and communication of policies that is comprehensive and ongoing.
New recruits and Employees transferred to Exposed Positions shall be required to complete trainings on the Employees’ Handbook, this Policy and all other Policies of the Group.
In the event that there is reasonable ground to suspect and/or any allegation of any bribery and/or corruption act by any Employee, the Group reserves the rights to request the relevant Employee to furnish any information and/or document.
Established procedures to prevent and detect bribery and corruption. All operating companies may establish more stringent practices, and all Employees must follow the standard operating procedures set.
Employees must ensure that all expense claims relating to entertainment, gifts or expenses incurred are submitted in accordance with the company’s expense policy and specifically record the reason for the expenditure.
All accounts, invoices, and other similar documents and records relating to dealings with Third Parties should be prepared and maintained with strict accuracy and completeness. No accounts must be kept “off-book” to facilitate or conceal improper payments.
Employees has to ensure contractual arrangements with third parties in high risk areas and other associated persons, shall include requirements for compliance with all applicable laws and regulations related to anti-bribery and corruption.
Procedures to monitor and review processes including the investigation, response and reporting of violations, incidents and other control weaknesses as well as implementing areas for improvement.
Registers of Gifts, Entertainment and Corporate Hospitality offered to Employees whether accepted or not shall be kept locally. This is to ensure transparency and local responsibility and oversight. Each local register shall have a nominated person who is responsible for it.

15. ANTI-BRIBERY AND ANTY-CORRUPTION COMPLIANCE

Internal Audit Department shall have the oversight of the implementation of compliance measures pertaining to this Policy and carry out adequate measures on anti-bribery and corruption.

Internal Audit Department shall conduct risk assessments including to identify the areas of risks.

Internal Audit Department shall be the independent authority to act against corruption and bribery in the Group and is authorised to carry out investigation on any allegation and reasonable suspicion.

The Head of Internal Audit Department shall maintain a direct reporting line to the Board of Directors.

16. REPORTING OF VIOLATIONS OF THE POLICY

All Employees under the Group are required to report all incidents of suspected and actual bribery and corruption. Any party (including external party) who has concern about possible violation of the Policy or who encounter actual violations of the Policy, is encouraged to whistleblow or report the concerns following the Group’s whistleblowing channels as follows:-

Whistleblowing e-Form via www.cuckoo.com.my

Email to whistleblowing@cuckoo.com.my

No individual will be discriminated against or suffer any sort or manner of retaliation for raising genuine concerns or reporting in good faith on violations or suspected violations of the Policy. All reports will be treated confidentially.

17. SYSTEMATIC REVIEW, MONITORING AND ENFORCEMENT

The Regulatory Compliance Department and Internal Audit Department will monitor the effectiveness and review the implementation of this Policy in the respective countries.

Internal control systems and procedures will be subject to regular audits by Internal Audit Department to provide assurance that they are effective in countering bribery and corruption.

This Policy will be reviewed periodically, at least once every 3 years, by the Regulatory Compliance Department and may be amended at any time. All Directors and Employees will be notified of any material revisions to this Policy.