Anti-Bribery and Anti-Corruption Policy

1. INTRODUCTION

Dolomite Corporate Berhad (“Dolomite” or the “Company”) and its subsidiaries (hereinafter collectively to be known as “the Group”) is committed to conducting business dealings in a legal, honest and ethical manner. The Anti-Bribery and Anti-Corruption Policy (“ABC Policy” or the “Policy”) has been designed to align with the Malaysian Anti-Corruption Commission Act 2009 and the Malaysian Anti-Corruption Commission (Amendment) Act 2018.

The Policy shall be read in conjunction with other internal policies/ procedures/ guidelines/ manual including but not limited to Code of Conduct & Ethics, and Whistleblowing Policy.

This policy is not intended to provide definitive answers to all questions regarding bribery and corruption. Rather, it is intended to provide the stakeholders, particularly director, employee (full time or part time), contract workers, contractors, sub-contractors, suppliers, vendors, customers, business associates, consultants, agents, representatives, intermediaries, and others performing services or works for or on behalf of Dolomite’s Group of companies with a basic introduction to how Dolomite combats bribery and corruption in furtherance of the group’s commitment to lawful and ethical behaviour at all times.

2. OBJECTIVE

The Policy sets out the Group’s position on matters of bribery and corruption that may arise in the course of daily business and operation activities within the Group. It provides information and guiding principles to the above-mentioned stakeholders of the Group on standards of behavior to which they must adhere to conduct our business with honesty, fairness and high ethical standards. While this policy sets out the guidelines in dealing with bribery and corruption, it is not intended to be exhaustive and there may be additional obligations that the employees and any business associates and others performing work or services for or on behalf of Dolomite Group of Companies are expected to adhere to when performing their duties. Where local laws, regulations or rules impose a higher standard, that higher standard must be followed.

3. SCOPE AND APPLICABILITY

This Policy is applicable to Dolomite and all its subsidiaries, and is intended to apply equally to all our directors, employees and any business associates and others performing work or services for or on behalf of Dolomite Group of Companies. As part of our commitment to conduct our businesses with honesty, fairness and high ethical standards, we also need to ensure that business associate acting on our behalf do so in compliance with this Policy. Please refer to definition in clause 4 below.

4. DEFINITIONS

For the purpose of this ABC Policy, the following definitions are adopted:

Director

Means a director (executive and non-executive) of the companies within Dolomite Group.

Employee

Any person who enters into employment relationship with the Company including but not limited to directors, secretaries, the management and individuals on direct hire (whether permanent, contract or temporary).

Business Associate

Means a person, organization or company outside of the Group with whom the Group has, or plans to establish, some form of business relationship who provides products or services on behalf of or for the benefit of the Group. This potentially includes the distributors, dealers, licensees, agents, representatives, vendors, clients, customers, joint ventures, joint venture partners, consortium partners, outsourcing providers, contractors, consultants, subcontractors, suppliers, advisers, lawyer, intermediaries and investors and others with whom the Group does business, or with whom the Group seek to do business, or who seek to do business with the Group of Companies not controlled by the Group in which the Group has a partial ownership interest may also be considered Business Associates.

Official

  1. An officer or employee of a government department or agency (e.g. civil servant, local government inspector or engineer, customs or tax official, judge, police, member of the armed forces, etc.)
  2. An employee of a company or other business entity in which a government body has an ownership interest and/or over which such governmental body may, directly or indirectly, exercise a dominant influence (e.g. a state-owned entity or enterprise, government design institute or government inspection or approval agency).
  3. A political party, member of a political party, or candidate for political office.
  4. Any person known or suspected to be a close family member or associate of any of the above or companies who are controlled by close family members or associates of any of the above.

5. ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

  1. All forms of bribery and corruption are prohibited. We are committed to acting professionally, transparently and fairly with integrity in all our business dealings and relationships as well as implementing and enforcing effective systems to counter bribery and corruption.
  2. Bribery can be broadly described as the offering, promising, giving, accepting or soliciting of an advantage in an attempt to illicitly induce the decisions or actions of a person in a position of trust within an organisation. It may take in the form whether in cash or in kind, tangible or intangible, examples of these include but are not limited to services, property, goods, privilege, preferential treatments, unfair business advantage, charitable contributions, gift certificates, securities and below-market loans, meals, entertainment, discounts and sexual favours.
  3. No employee shall suffer from any form of repercussions for refusing to participate in the matter of corruption and bribery.
  4. All employees shall act in accordance with the procedures set out in this Policy. Infringement of any provision shall constitute a serious misconduct and is subject to Company’s disciplinary action.
  5. The Group recognises the value of integrity in its Employees and Directors. The Group’s recruitment, performance evaluation, remuneration, recognition and promotion for all Employees as well as the training programmes, shall be designed to recognise integrity.
  6. The Group is committed to conducting its business ethically and will uphold all laws relevant to counter bribery and corruption in all the jurisdictions in which we operate including but not limited to the Companies Act 2016 (Malaysia), Malaysian Penal Code (Act 574) and the Malaysian Anti-Corruption Commission Act (MACCA) 2009. These laws prohibit bribery and corruption.

6. ROLES AND RESPONSIBILITIES

Role Responsibilities

Board of Directors

  • Approving Anti-Bribery Policies of the organization.
  • Ensuring that the organization’s strategy and anti-bribery policy are aligned.
  • Receiving and reviewing information related to the content and operation of the anti-bribery compliance programme of the organization at planned intervals.
  • Ensuring that adequate and appropriate resources are allocated and assigned for an effective operation of the Anti-bribery programme.
  • Ensuring that appropriate investigation and remediation actions were taken into action and effectively documented.
  • Exercising reasonable oversight over the implementation of the organization’s Anti-bribery programme by Managing Director and its effectiveness.

Managing Director

  • Ensuring that the Anti-bribery programme, including its policies and objectives, is established, implemented, maintained and reviewed to adequately address the organization’s bribery risks
  • Ensuring the integration of the Anti-bribery programme requirements into the organization’s processes
  • Deploying adequate and appropriate resources for the effective operation of the Anti-bribery programme
  • Communicating internally and externally regarding the Anti-Bribery Policy
  • Communicating internally the importance of effective Anti-bribery management and conforming to the Anti-bribery requirements
  • Ensuring that Anti-bribery programme is appropriately designed to achieve its objectives
  • Promoting an appropriate Anti-bribery culture within the organization and continual improvement
  • Encouraging the use of reporting procedures for suspected and actual bribery
  • Ensuring that no personnel will suffer retaliation or discriminatory or disciplinary action for reports made in good faith or on the basis of reasonable belief of violations or suspected violations of the organization’s Anti-bribery policy, or for refusing to engage in bribery, even if such refusal may result in the organization losing business (except where the individual participated in the breach).

Anti-Bribery Officer

  • Overseeing the implementation of Anti-bribery policies and programme.
  • Providing advice and guidance to personnel on anti-bribery and issues relating to bribery.
  • Ensuring conformity to the organization’s Anti-bribery policies and programme.
  • Reporting the performance of the Anti-bribery programme to top management and/ or governing body.

Procurement Manager

  • Perform due diligence check on the vendor and perform vendor audits including tracking of documentation related to the tender.

Tender Committee

  • Reviewing the tender policies and procedures to provide guidelines for the bribery and fraud detection in the tender process
  • Provide transparency at all stages of the tender process.

Human Resources Department

  • Recruiting the right people and ensuring that only those who demonstrate the right behaviours and values are promoted.
  • Advise on the design and implementation of policies and procedures to ensure that they align to personnel practices, are workable and appropriate across the company’s operations.
  • Apply sanctions fairly, consistently and, where appropriate, openly for violations of the anti-bribery programme.

Finance Department

  • Ensuring proper access to funds
  • Ensure detailed information on the nature of a transaction and the rationale for the transactions are properly recorded to complies with anti-bribery legislation and other applicable regulations.
  • Provide documentary evidence in the case of audit or investigations.

Internal Audit

  • Provide advice on the design and monitoring of the anti-bribery programme.

Corporate Affair

  • Responsible for corporate communications and also internal communications.
  • Manage internal and external communications on the programme, including public reporting

All Employees

  • Responsible for adhering to this policy.
  • Report to Anti-bribery Officer on any gifts, entertainment and hospitality, donations, sponsorship and facilitation payments provided or received in all situations.

7. GIFTS, DONATIONS AND SPONSORSHIPS

The Group has adopted “No Gift” Policy, whereby, subject only to certain narrow exceptions. Dolomite’s director, employee (full time or part time), agents, contractors or workers who held themselves as representing Dolomite Group of Companies is prohibited from, directly or indirectly, receiving or providing gifts.

If gift or payments has been made and the employees are unsure of the nature, employees are expected to notify and seek the consultation from their immediate superior or Anti-bribery Officer.

  1. Receiving Gift
    1. When acting on behalf of the Group, Dolomite’s director, employee (full time or part time), contract workers, contractors or workers who held themselves as representing Dolomite Group of Companies should never solicit any gifts, entertainment or any other business courtesies from the parties in on-going or potential business dealings with the Company, including competitors, customers, agents, vendors, contractors, suppliers and consultant.
    2. Despite acknowledging “No Gift Policy”, accepting a gift on behalf of the Company is allowed only in certain cultures or limited situations, whereby refusing the gift is likely to seriously offend or sever Company’s business relationship with the third party. Such courtesies are allowed only if they are not lavish in the light of accepted business practices of the relevant businesses that the Group operates in and is not intended to improperly influence the decisions of the person involved.
    3. The Group recognises that the exchange of business courtesies, such as modest gifts, and entertainment (including meals, invitations to attend promotional events or parties) particularly during festive periods is customary and legitimate to create goodwill, and/or strengthen business and commercial relationships. The Company is very much aware that gift giving is central part of business etiquette where some external parties may still insist in offering gifts in certain situations. Unsolicited gift is henceforth permissible if they are customary and commonly accepted business courtesies.
  2. Providing Gift
    1. The Company recognises that corporate hospitality to its stakeholder such as meals in the ordinary course of business and infrequent meals and entertainment, be it through corporate, cultural or sporting events, is a legitimate way to network and build goodwill in business relationships.
    2. There may be occasions whereby the Company may issue complimentary invitations to its stakeholders or any third party to the events organised or sponsored by the Company. Reasonable due diligence including a clear, explicit and internally transparent criteria shall be determined to justify the selection of guests to be invited to corporate event, particularly when the arrangements involve public officials.
    3. Despite general principal of “No Gift” Policy, there are certain exceptions whereby provision of gift is permitted, subject to prior approval of both Anti-bribery Officer and Managing Director:
      1. Gifts provided by the company to the external party 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); and
      2. Token gifts of nominal value, bearing the “DOLOMITE” or the Company’s logo (e.g. pens, diaries, calendars, goodies bag) that are given out equally to members of the public or any party attending events such as conferences, exhibitions, trade shows etc. as it is deemed as part of the company’s brand building or promotional activities.
  3. The receipt or provision of certain types of gifts, entertainment and hospitality are never permissible if it breaches any of the five criteria below:
    1. For a proper purpose, and not intended to secure an improper advantage or otherwise inappropriately influence the recipient;
    2. Permitted by law and regulations;
    3. Permitted by our policies and procedures;
    4. Permitted by the recipient’s policies; and
    5. Reasonable in value and appropriate under the circumstances defined in this policy.

    To help guide the employees through the decision of whether gift, entertainment or hospitality meets the five criteria above, please refer to the Gifts, Entertainment and Hospitality Standard Operating Procedures

    .
  4. Donations and Sponsorships

    As set out in this Policy, employees must ensure that all sponsorships and donations are not used as a subterfuge for bribery or used to circumvent or avoid any of the provisions of the code of conduct and ethics, including in particular, the prohibition on bribery.

    1. We only allow charitable donations and sponsorships for legitimate reasons and as permitted by existing laws and regulations.
    2. Such contributions can only be made provided the following criteria are fulfilled:
      1. The organisation is registered with the Registrar of Society (“ROS”);
      2. The purpose is in line with the Company’s Sustainability Policy; and
      3. Request is approved by Anti-bribery Officer and Managing Director.
    3. Cash donations should be avoided to ensure the payment is only channeled to intended recipient.
    4. Procedures for donation and sponsorship can be referred at the Group’s Donation and Sponsorship Standard Operating Procedures.

8. FACILITATION PAYMENTS

Our approach to bribery in the case of facilitation payments involves a policy of resistance which is achieved in stages. Our policy is to refuse to pay facilitation payments unless payment is clearly unavoidable.

  1. Facilitation payments refer to any unofficial payments or other advantages made to secure or expedite the performance of a routine administrative duty of an officer in control of a process or decision. It is usually demanded in cash or cash equivalent by the official using their position or title as leverage. Examples are:
    1. Payments made for the clearance of goods through customs to avoid excessive delay;
    2. Payments to expedite governmental documents;
    3. Payment to expedite the approvals or for delivery of services;
    4. Payment for “speeding up” the planning permission in the construction project.
  2. Facilitation payments is prohibited and hence all employees shall not offer, promise, give, request, accept or receive any such payments. Any request for facilitation payment under which circumstances should be reported immediately to the immediate superior or Anti-bribery Officer.
  3. There are situations in which payments made for express services do not amount to facilitation fees. The following are some examples:
    1. When there is a published higher rate to obtain a passport or visa much more quickly. In these instances, the passport or visa must be legal and a valid official receipt must be issued by the appropriate authority. Payment for this will be allowed on condition that there is an urgent business need and permission is granted by the management in accordance with the payment policies and procedures.
    2. Where payment is made to an agent or intermediaries to obtain a visa or passport and that the said third party must be a reputable service provider who is providing a legal service authorised by the local authority. A legitimate receipt/invoice must be obtained for this purpose.

9. POLITICAL CONTRIBUTIONS

The Group does not make or offer monetary or in-kind political contributions to political parties, political party officials or candidates for political office.

Only in very limited circumstances, if such political contribution is to be made, it must be approved by the Board of Director, permissible under applicable laws and regulations and must not be made with any expectation or promise of favourable treatment in return which can constitute as bribe or corruption.

10. RECORD KEEPING

  1. All employees must keep Anti-bribery Officer aware of any receipt and provision of gifts, entertainment and hospitality, donations, sponsorships and facilitation payment and produce documentary evidence, wherever applicable for review and register.
  2. The Company must also keep the financial records and have appropriate internal controls in place which will evidence the business reason for any payments made to third party.
  3. All accounts, invoices and records relating to dealing with third parties must be maintained with strict accuracy. No accounts must be kept “off-book” to facilitate or conceal improper payments.
  4. The anti-bribery officer is responsible to review the register on quarterly basis and update the Board of Director.

11. RECRUITMENT AND PROMOTION OF PERSONNEL

The Group is committed to provide fair and equal opportunities and nurturing diversity in the Group. In this respect, all persons, regardless of age, gender, ethnicity, cultural background or other personal factors, with the appropriate experience and qualifications will be considered during recruitment and promotion and only most suitable and qualified individuals are employed. This is crucial to ensure that no element of corruption is involved in the hiring of directors and employees in the Group.

  1. Appointment of Board Members

    In assessing the suitability of any candidate for the directorship, the Board (via the Nomination Committee) will take into consideration the candidate’s reputation, educational background, skills, knowledge, expertise, competence and experience that is in line with the Group’s business operations, age, time commitment, independence and integrity.

    1. Potential candidate for directors could be sourced by the use of external search organisation or by the recommendations of existing board members.
    2. Comprehensive background information about the candidate including the experience, skills, expertise and legal history should be circulated to all existing board members for deliberation.
    3. Interview is conducted and the candidate shall be reviewed by Nomination Committee based on the following criteria to ensure qualified and suitable individuals is recommended to the Board:
      1. The skills, experience, expertise and personal trait that will best complement Board effectiveness;
      2. The existing composition of the Board, aimed at providing the Board the benefits of diversity among the members;
      3. The capability of the candidate to devote necessary time and commitment to the role; and
      4. Other aspects such as integrity, potential conflicts of interest and independence.
    4. The appointment of board members should be formalised by letter approved by the Board or the Committee. The justification on appointment of board member shall be submitted to Company Secretary for proper documentation.
  2. Recruitment and Promotion of employees
    1. The employees should always be fairly assessed based on approved criteria to ensure qualified and suitable individuals are employed or promoted. The Group has put in place policies and procedures in employee’s performance appraisal to ensure a merit-based approach is applied to the promotion of employees.
    2. In order to achieve such talent management objective, background checks including CTOS is carried out prior to the recruitment decision to ensure potential employee has not been convicted in any criminal activities including bribery or corruption.
    3. A more detailed background checks should be taken in senior management position considering the position capacity in decision-making obligations.
    4. The grant of a position to any individual should not be influenced by the exchange of improper favor.

12. CONSULTANTS, REPRESENTATIVES, AGENTS, AND INTERMEDIARIES (“THIRD PARTIES”)

The Group’s dealings with third party (parties mentioned in 12.1 below) must be carried out in compliance with all relevant laws and consistent with the values and principles of the Code of Conduct and Ethic. As part of this commitment, all forms of bribery and corruption are unacceptable and will not be tolerated.

  1. Business associates refers to any individual or organisation which the employees come into contact during the course of their work, including but not limited to existing or potential agents, vendors, contractors, suppliers, representatives, intermediaries and consultants. Please refer to clause 4 for detailed explanation of business associates.
  2. The Group expects that all third parties acting for or on its behalf to refrain from bribery and corruption as their actions can implicate the Group legally and deteriorate its reputation. Therefore, in engaging the third parties mentioned in 12.1 above, the group is obligated to conduct appropriate counterparty due diligence to assess the background of any prospective business counterparties before entering into any formal arrangements with them to ensure that the Group is dealing with counterparties that fulfil the acceptable standards of integrity in the conduct of their business.
  3. The requirements related to products and services to be offered to potential customers are guided by the Group Quality Manual to ensure these products and services consistently meets customer and applicable statutory and regulatory requirements.
  4. Company’s stance in countering bribery and corruption shall also be communicated appropriately to the third parties at the outset of business relationship, wherever possible.
  5. The Group may terminate its relationship with any Third Parties that deviate from the Group's anti-corruption standards and expectations and shall endeavor to include clauses in all contracts enabling the Group to terminate any contract in which bribery or corruption has been observed.

13. TRAINING AND AWARENESS

  1. ABC training shall form part of the new employee’s induction programs so that the employees are informed with procedures to act in line with Company’s anti-bribery and corruption measures.
  2. Refresher training will be conducted by Anti-bribery Officer on yearly basis for all employees and such attendance is made compulsory. The attendance records shall be maintained by Human Resource Department.
  3. Existing directors and Company’s officers shall attend to periodic updates, reviews and training to ensure the implementation of ABC Policy is always in compliance with regulator’s expectation.

14. REPORTING OF POLICY VIOLATIONS

  1. We encourage and support openness to raise genuine concerns under this Policy, as long as such report is made in good faith, even though they might turn out to be mistaken.
  2. Any matters in connection to policy violations can be reported to Chairman of Audit Committee at (+60)3-61956000 or via email to business@dolomite.com.my. The identity of the whistle-blower will not be revealed unless prior consent is obtained.
  3. Where concerns cannot be resolved without revealing the identity of whistle-blowers (e.g. the evidence is required in court), a dialogue will be carried out with the individuals concerned as to whether and how the matter can proceed.
  4. The report either anonymously or otherwise, shall be investigated in a timely manner and the individuals who raised the concern shall be informed of who is who is handling the matter, how they can make contact with the person-in-charge and whether any further assistance is required.
  5. Audit Committee Chairman can obtain, at the expense of the Group, external professional advice for such investigations to be proceeded.
  6. The investigation outcomes shall be reported to the Audit Committee. Decision concluded at the meeting must be implemented immediately.
  7. Any report made in accordance with Section 14.2 will be treated with utmost confidentiality. No whistle-blower acting in good faith will suffer adverse consequences to his employment or retaliation for reporting or for refusing to engage in prohibited conduct, even if such refusal results in loss of business opportunities to the Group.
  8. Further details on Dolomite’s Whistleblowing Policy is available at http://www.dolomite.com.my/whistle.htm

15. VIOLATION TO THIS POLICY

The Group regards bribery and corruption as a serious matter. Non-compliance may lead to disciplinary action, up to and including termination of employment. Further legal action may also be taken in the event that the Group’s interests have been harmed as a result of noncompliance.

The Group and its employees can be investigated by government regulators depending on the circumstances, prosecuted administratively, under applicable civil law or under criminal law, which could result in severe fines and penalties, debarment and imprisonment if a violation of applicable anti-bribery and corruption laws and regulations is established.

16. MONITORING AND REVIEW

  1. Periodic audit is carried out within the approved internal control and risk management framework to provide assurance on the adequacy and effectiveness of ABC’s Policy implementation.
  2. On top of Anti-bribery Officer’s daily responsibility for implementation and monitoring, he shall also act towards any identified improvement areas.
  3. The Board or Audit Committee shall monitor the Company’s commitment level to the ABC Policy and review the bribery framework regularly or at least once every 3 years to ensure that it continues to remain relevant and appropriate.

17. ASSOCIATED POLICIES AND MANUAL

This ABC Policy should be read in conjunction/ complemented with the following procedures:

  • Gifts, Entertainment and Hospitality Standard Operating Procedures;
  • Donation and Sponsorship Standard Operating Procedures;
  • Facilitation Payment Standard Operating Procedures;
  • Sustainability Policy; and
  • Whistleblowing policy




 
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