1.0 INTRODUCTION
1.1 WonderBrew Sdn Bhd (the “Company”) and its subsidiaries (collectively referred to as the “Group”) practice a zero-tolerance approach against all forms of bribery and corruption practices. The Group upholds all applicable laws in relation to anti-bribery and corruption, and is committed to behaving professionally, fairly and with high standard of integrity and ethics in all business dealings and relationships.
1.2 This Anti-Bribery & Corruption Policy (“Policy”) sets out the parameters, including but not limited to the main principles, policies and guidelines, which the Group adopts in combating and detecting bribery and corruption practices that may arise in the course of trade.
1.3 Compliance to this Policy is mandatory and shall be read in junction with all applicable laws, including but not limited to Malaysian Anti-Corruptive Commission Act 2009 (“MACCA”) and its regulations (collectively referred to as the “Applicable Laws”).
2.0 SCOPE AND APPLICABILITY
2.1 This Policy is applicable to all personnels, including but not limited to those who are full time, probationary, contract, temporary employees, casual workers, trainees, secondees and interns (collectively referred to as "Employees") as well as directors of the Group (“Directors”).
2.2 It is also expected that all third parties, including but not limited to, licensees, franchisees, suppliers, distributors, vendors, contractors, sub-contractors, advisers, consultants, agents, representatives, business associates, joint venture partners, outsourcing providers and other persons or entities performing work or services for or on behalf of the Group ("Third Party(ies)") comply with this Policy. For avoidance of doubt, this Policy also applies to officers, trustees, board and/or committee members of companies within the Group at any level.
2.3 Joint venture companies in which the Company or the Group is a non-controlling co-venturer and associated companies are encouraged to adopt similar principles and standards.
2.4 Any arrangement that the Group makes with a Third Party is subject to clear contractual terms, including specific provisions that require the Third Party to comply with minimum standards and procedures relating to anti-bribery and corruption.
2.5 This Policy is not intended to provide definitive answers to all questions regarding bribery and corruption. Rather, it is intended to serve as a guidance to Directors and Employees on how to deal with improper solicitation, bribery and other corruptive activities and issues that may arise in the Group’s day to day operations.
2.6 In the unlikely event of any conflict or inconsistency between this Policy and the Applicable Laws in Malaysia, the latter shall prevail.
2.7 This Policy applies to all countries worldwide and applies equally to its business dealing in private sector and public sector.
3.0 DEFINITION
3.1 For the purposes of this Policy:
- Bribery means the offering, promising, giving, accepting or soliciting of an undue advantage of any value (which could be financial or non-financial), directly or indirectly, and irrespective of location(s), in violation of Applicable Laws, as an inducement or reward for a person acting or refraining from acting in relation to the performance of that person's duties;
- Corruption means the abuse of entrusted power or position to obtain a personal gain or benefit; and
- Gratification is defined in Section 3 of the MACCA and includes money, donation, gift, loan, fee, reward, valuable security, property or interest in property, employment, appointment, release, forbearance, undertaking, promise, rebate, discount, services employment or contract of employment or services and agreement to give employment or render services in any capacity. The provision or receipt of gratification is not an offence unless it is done corruptly.
4.0 ANTI-BRIBERY AND ANTI-CORRPUTION POLICY
4.1 As a general rule, all forms of Bribery and Corruption are strictly prohibited. Directors and Employees should refrain from engaging in any Bribery and Corruption practice.
5.0 GIFTS, ENTERTAINMENT, HOSPITALITY & TRAVEL
5.1 The Group acknowledges that in certain cultures or situations, gift giving and receiving form central part of business etiquette. As a guiding principle, Directors and Employees may offer and receive gifts, entertainment, hospitality and travel (collectively referred to as “Gifts”) provided that it is appropriate, reasonable and acceptable in the normal course of business and is in line with this Policy. When determining whether such Gifts are permissible, Directors and Employees should take into consideration, among others, the intention and timing, transparency, frequency, value (i.e. whether it is within the Group’s approved threshold), legality and compliance with the other party’s policies and rules of such Gifts.
5.2 The Group does not prohibit normal and appropriate gestures of hospitality and goodwill (whether given to or received from any third parties) so long as the giving or receiving of Gifts meets the following requirements:
- It is not made with the intention of influencing the party to whom it is being given, to obtain or reward the retention of a business or a business advantage, or as an explicit or implicit exchange for favors, positions or benefits;
- It complies with Applicable laws, local laws and regulations;
- It is given in the name of the organisation, not in an individual’s name;
- It is appropriate and proportionate for the circumstances, considering the value of the Gifts and frequency with which the Gift has been given to or received from; (e.g. it is customary for festive gifts to be given during festive seasons or for small gifts to be given as a token of appreciation for significant contribution in large projects upon completion);
- It does not include cash or a cash equivalent (e.g. anything that can be easily converted to cash) or personal services;
- It is given or received openly, not discreetly;
- It is of an appropriate type and value, and given at an appropriate time, taking into account the reason for the Gifts;
- It is not offered to, or accepted from, a government official or representative, politician or political party; and
- It is appropriately approved and properly recorded.
5.3 Some examples of acceptable Gifts are as follows:
- Exchange of gifts at company-to-company level;
- Gifts from the Group to external institutions or individuals in relation to the Group’s official functions, events and celebrations (e.g. commemorative gifts or door gifts offered to guests attending an event);
- Gifts from the Group to Directors and Employees in relation to an internal or externally organised Group functions, events and celebrations (e.g. in recognition of a Director’s or an Employee’s services to the Group);
- Token gifts or nominal value bearing the Group’s logo (e.g. t-shirts, merchandises and other small promotional items); and
- Refreshments or meals during meetings or work-related conferences and/or seminars.
5.4 It is important to note that certain Gifts may cause, or appear or be perceived to cause improper influence. Such Gifts may even be seen as a bribe and may adversely tarnish the reputation of the Group. As a guiding principle, the following are strictly prohibited:
- Any Gifts that is illegal or in breach of Applicable laws, any laws, regulations or rules;
- Any Gifts offered to a government official or its nominee/related parties to facilitate or expedite a routine procedure;
- Gifts involving parties currently engaged in a tender or competitive bidding process;
- Gifts made in cash or cash equivalent (e.g. anything that can be easily converted to cash);
- Any Gifts that are a "quid pro quo", i.e. something offered in return for something else such as business advantage; or
- Any Gifts that are paid for personally to avoid having to declare or seek approval for.
6.0 CHARITABLE DONATIONS AND SPONSORSHIPS
6.1 The Group accepts and encourages the act of donating to charities as part of its corporate social responsibility initiatives, whether through services, knowledge, time or direct financial contributions, cash or otherwise.
6.2 All Directors and Employees shall ensure that all donations and sponsorships on behalf of the Group are given through proper and legal channels and that donations and sponsorships are not used as a scheme to circumvent any prohibitions on bribery. All requests for donations and sponsorships must be documented in writing and must be furnished with supporting documents before such requests are presented for approval.
7.0 POLITICAL CONTRIBUTIONS
7.1 The Group will not make any donations or contributions, whether in cash, kind or by any other means, to support any political parties or candidates as the Group recognises that this may be perceived as an attempt to gain an improper business advantage.
8.0 FACILITATION PAYMENTS AND KICKBACKS
8.1 "Facilitation Payment", often referred to as "Duit Kopi" or kickbacks, is an illegal or unofficial payment or other Gratifications given in return for services or benefits in which the payer is legally entitled to receive without making such payment. Facilitation Payment usually occurs as a payment to a public official, public body or any person who has authority to grant certifications, licenses, permissions or permits, in order to secure or expedite such process.
8.2 The Group strictly prohibits accepting or giving, whether directly or indirectly, any Facilitation Payment.
8.3 However, there could arise circumstances in which Directors or Employees have no alternative but to make a Facilitation Payment in order to protect themselves from injury, loss of life or liberty. In the event that a Director’s or an Employee’s safety is at stake, a Facilitation Payment to protect the director or Employee is permitted if:
- That is the immediate available recourse to protect the safety of the Director or Employee; and
- Authorised approval has been obtained; or, if payment under the state of emergency had been undertaken, the authorised approval must be retrospectively obtained as soon as possible.
9.0 EMPLOYEES
9.1 The Group practices transparency and provides equal opportunity for any qualified and competent individual to be employed by the Group. As such, it is the Group's policy to conduct appropriate and adequate due diligence on all prospective employees, taking into consideration the risk profile of the vacant position or role.
9.1 All Directors and Employees must read, understand and comply with this Policy and must attend any training in relation to anti-bribery and corruption that will be organised by the Group from time to time.
9.2 Employees who refuse to give or receive bribes or participate in corruptive acts will not be penalised, even in the event that such refusal may result in the Group losing its business advantages.
9.3 All Directors and Employees are equally responsible for the prevention, detection and reporting of all forms of bribery and corruption. All Directors and Employees must refrain from any activities that could lead to, or imply, a breach of this Policy. Some practical ways to prevent, detect and report all forms of bribery and corruption include the following:
- Be familiar with this Policy;
- Retain documentary proof in relation to all transactions and payments in relation to Gifts accurately;
- Always seek for instruction or guidance when in doubt;
- Report non-compliance of this Policy promptly; and
- Attend trainings on anti-bribery and corruption organised by the Group.
9.4 Any Director or Employee found or reported to be non-compliant or in breach of this Policy will be subject to disciplinary action, including but not limited to, dismissal and/or termination of employment for gross misconduct. Further legal action may also be taken if the Group’s interests have been jeopardised as a result of non-compliance of this Policy.
10.0 THIRD PARTIES
10.1 All Third Parties will be made aware of this Policy and are expected to comply with this Policy, in line with the Group's commitment to combat against all forms of bribery and corruption. It is the Group's policy to conduct appropriate and adequate due diligence on all Third Parties and business associates before entering into any formal arrangement.
10.2 In ensuring that a Third Party adhere to industry best practice and accepted standards of behavior, the Third Party may be required to complete an Anti-Bribery and Corruption Declaration Form, where deemed necessary based on circumstantial requirements. The Group shall endeavor to include clauses in all contracts or agreements enabling the Group to terminate any contract or agreement if bribery or corruption has been observed.
11.0 REPORTING OF POLICY VIOLATION
11.1 All Directors, Employees as well as Third Parties are encouraged to report any real and/or suspected bribery and corruption transactions to the channels below:
By E-mail: hello@wonderbrew.co
By Mail: Strictly Confidential
WonderBrew Sdn Bhd
No. 7, Jalan PJS 7/19, Bandar Sunway,
47500 Subang Jaya,
Selangor Darul Ehsan
Attn: The Chief Executive Officer
It is the Group's policy that all reports, complaints or disclosures made shall be kept strictly confidential. Anyone who makes a report, complaint or disclosure in good faith shall be protected from any retaliation and discrimination, regardless of the investigation outcome.
11.2 The Group reserves the right to report any action or activity suspected to be in criminal nature to the relevant authorities.
12.0 REVIEW OF THIS POLICY
12.1 The Group reserves the right to review and amend this Policy from time to time to ensure that it continues to remain relevant, adequate and up to date.
12.2 Any deviation or waiver from this Policy must be approved by Directors in writing.