Policy

- HINO MOTORS SALES (MALAYSIA) SDN BHD (198901010561)
ANTI-BRIBERY AND ANTI- CORRUPTION CODE OF CONDUCT

 

1. INTRODUCTION
 

1.1 Purpose/Executive Summary

This Anti-Bribery and Anti-Corruption Code of Conduct (“ABAC Code”) establishes Hino Motors Sales (Malaysia) Sdn Bhd (“HMSM”) standards on the prevention of bribery and corruption. However, any local laws or regulations that impose stricter requirements will supersede the requirements stated in this ABAC Code.

This ABAC Code also intends to fulfil the requirements set forth in The Guidelines on Adequate Procedures pursuant to Section 17A (5) of the Malaysian Anti-Corruption Commission Act 2009 (“MACC Act 2009”).

This ABAC code will elaborate on the principles, by providing guidance to employees on how to deal with any improper solicitation, bribery and other corrupt activities and issues that may arise in the course of doing business.

1.2 Overview

HMSM Code of Conduct requires HMSM to comply with domestic and foreign laws applicable to our business activities. HMSM are committed to doing business with integrity, fairness and in good faith. All HMSM personnel and business associates are expected to conduct themselves in a manner that not only complies with the laws of the land, but also in an ethical manner that meets society’s expectation.

This ABAC Code sets out the key principles of bribery applicable in Malaysian Laws and the responsibilities of HMSM personnel and business associates in regards to bribery and corruption.

1.3 Scope

This ABAC Code applies to :-

• - All HMSM Personnel

All HMSM Directors (executive and non-executive), its employees (permanent or contract),

• - HMSM Business Associates and Third Parties

All HMSM business associates, which include dealers, vendors, suppliers, contractors, sub-contractors, consultants, agents, representatives and any other party who perform work and/or services, for and on behalf of HMSM or intend to have any relationship with HMSM in the future.

1.4 Policy Statement

In alignment with Malaysian anti-bribery and anti-corruption law and other anti-bribery  and anti-corruption laws around the world, HMSM specifically PROHIBITS AND ADOPTS ZERO TOLERANCE against all forms of bribery and corruption.

In addition:

• - HMSM are committed to doing business with integrity, fairness and in good faith.
• - HMSM will conduct due diligence on all HMSM personnel, business associates andthird parties as well as business activities from time to time.
• - HMSM will require disclosure of conflict of interest on all HMSM personnel and business associates and third parties where actual, potential or perceived conflict arises.
• - HMSM shall set up specific rules and approval procedures in regards to Gifts.
• - HMSM shall not make political contributions.
• - HMSM encourage reporting of any real, potential or suspected cases of bribery and corruption by using the whistle-blowing system.

 

1.5 Disclaimer

Content in this policy is not intended to be exhaustive guide. Each and every situation shall be determined differently on case-to-case basis.

 

2. YOU ARE RESPONSIBLE

2.1 READ, UNDERSTAND AND COMPLY

All HMSM personnel, business associates and third parties are required to read, understand and comply with this ABAC Code.

2.2 Declare

Whenever required, all HMSM personnel, business associates and third parties are required to declare their acceptance and compliance with regards to this ABAC Code or related policy in regards to anti-bribery and anti-corruption in the form set out in Annexure 1: ABAC Declaration Form.

2.3 Channel of All Disclosures

All Directors, top management members, Head of Divisions, Managers and Heads/ Supervisors are required to communicate and provide guidance in regards to this ABAC Code to their staffs, business associates and third parties. All are also required to share mutual understanding in regards to this ABAC Code.

2.4 Training

HMSM will conduct training from time to time for all HMSM personnel in regards to this ABAC Code. HMSM may also conduct training for business associates or requires business associates to undergo training whenever necessary if business associates expose HMSM a more than minor risk of bribery and corruption.

All HMSM personnel working in any functions that expose you to the risk of bribery and corruption will be required to attend any future training implemented by HMSM on anti-bribery and anti-corruption. Attendance is a mandatory requirement
 

2.5 Infringement and Penalties

Violations of this ABAC Code may cause criminal, civil and regulatory penalties including fines and/or imprisonment, as well as damage the reputation of Hino brand and HMSM.

Any HMSM employee that violates this ABAC Code or fail to attend training will be subject to disciplinary actions, including termination of employment. Any business associates and third parties whom fail to comply with this ABAC Code may result in termination of contract and business relationship with HMSM.

 

2.6 Reporting, Consulting and Cooperation with Investigation

You must immediately report to Malaysian Anti-Corruption Commission and/or the police in regards to real cases of bribery and corruption.

For HMSM personnel, you must then immediately report to Compliance Committee through the internal hotline system in regards to such incident after you have reported to the Authority. You must also immediately report in regards to potential and/or suspected violations of this ABAC Code.

Internal Hotline System

Email	:	internalhotline@hino.com.my
Telephone	:	012-5199136 - Managing Director   012-5199136 - Corporate Director   012-5199136 - Head of Legal Section

You may also voice your concerns or report any real, potential and/or suspected violation anonymously if required using whistle-blowing system in accordance with HMSM Whistle-Blowing Policy and Procedures.

Whistle Blowing System

Telephone	:	1-800-80-0011  (Available 24 hours a days, 365 days a year)
Website	:	hino.ethicspoint.com  (Available 24 hours a days, 365 days a year)

You shall consult with Legal Section whenever you have any questions under this ABAC Code or have any doubts or concerns about bribery and corruption, if you are unable to behave and proceed with confidence, or if you or anyone have been or may be involved in any acts of bribery and corruption.

Legal Section

Contact Number : 03-79575199 Ext:-189 / 314

Email : legalsection@hino.com.my
 

Upon the request of Compliance Committee and/or Legal Section, you are required to provide informations and materials that will allow for the verification of compliance with this ABAC Code. Should you get involved in any any of actual or suspected bribery and corruption, you must fully cooperate with any investigations conducted internally or by the competent authorities. Failure to cooperate and provide honest, truthful information could result in disciplinary action (for HMSM personnel), termination of contract or business relationship (for business associates and third parties) or fines and/or imprisonment.

 

3. HMSM POLICIES
 

3.1 What is bribery ?

Bribery is the act of offering, giving, receiving or soliciting of any gratification or reward in the in the form of cash, services or valuable goods for performing a task in relation to his/her job description.

What constitutes gratification?

• - Money, donation, gifts, loan, fee, reward, valuable security, property or interest in property whether movable or immovable, financial benefit, or any other similar advantage;
• - Any office, employment, contract of employment or services and any agreement to give employment or services in any capacity;
• - Any payment, release, discharge or liquidation of any loan, obligation or other liability whether in whole or part;
• - 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, whether or not already instituted including the exercise or the forbearance from the exercise of any right or any official power of duty; and
• - Any offer, undertaking or promise, whether conditional or unconditional, of any gratification.
   

3.2 What is corruption ?

The act of soliciting, giving, accepting or receiving gratification, directly or indirectly, to/from a person in authority either in the form of money, services or valuable goods as an inducement or reward to or not to do an act in relation to the person’s principal affairs; as undertaking the act of corruption. In fact, the act of bribery, fraud, abuse of power & money laundering are all acts of corruption.

Transparency International defined corruption as the act of abusing of entrusted power for personal gain and benefit.
 

3.3 Offenses

The provision under the MACC Act 2009 stated that the punishment for committing bribery and corruption is imprisonment up to 20 years and/or a fine of not less than 10 times the sum or value of the relevant bribe or RM1,000,000.00 whichever is higher.
 

4. PROHIBITIONS
 

4.1 Prohibition of giving accepting gratification

HMSM strictly prohibits:-

• - Any acts of soliciting, receiving or agree to receive any form of gratification as an inducement for performing or not performing a task.
• - Any acts to gives, promises or offers any gratification to any person and/or any officer of a public body for performing or not performing a task.
• - Any act of abusing of entrusted power for personal gain and benefit(in accordance to Transparency International definition).
   

4.2 Prohibition of bribing an officer of public body and
foreign public officials

HMSM shall not offer any gratification as an inducement to any officer of a public body or any foreign public officials for the purpose of obtaining advantage in the conduct of business for company or to influence an officer of a public body or the foreign public officials, in his or her official capacity.
 

Who is officer of a public body?

Officer of a public body is:-

• - Any person who is a member, an officer, an employee or a servant of a public body
• - A member of the administration, a member of parliament, a member of a State Legislative Assembly.
• - A judge of the High Court, Court of Appeal or Federal Court.
• - Any person receiving any remuneration from public funds.
• - Any person who is an officer or employee in a corporation where public body has controlling power or controlling interest.

 

Who are foreign public officials?

• - A person who hold a legislative, executive, administrative or judicial office of a foreign country.
• - A person who exercises a public function for a foreign country.
• - A person who is authorized by a public international organization to act on behalf of that organization.

 

5. HMSM POLICIES
 

5.1 Dealing with Business Associates and Third Parties

HMSM committed to engage in transparent, fair business deals that lead to continued mutual prosperity for HINO and our business associates. HMSM business associates include vendors, contractors, sub-contractors, research & development partners, dealers, agents, solicitors, consultants, and any party who perform any work for and behalf of HMSM.

HMSM dealings with business associates must be carried out in compliance with this ABAC Code and all relevant laws to ensure no occurrence of bribery and corruption. In any event that any business associates and third parties are found to have pay bribes or act in corrupt practices, HMSM has all the right to terminate the contract and business relationship.

HMSM will not deal with any third party known or reasonably suspected of corrupt practices or known or reasonably suspected to pay bribes. In the view of the above, HMSM business associates and third parties are encouraged to adopt similar or higher principles and standards of integrity.
 

5.2 Gifts & Hospitality

HMSM personnel are generally prohibited from directly or indirectly, asking, give and receive gifts subject to certain exceptions as set out in Annexure 2: Gifts and Hospitality Procedures and Guidelines. Gifts and hospitality are acceptable if they are reasonable, proportionate and made in good faith and in compliance with HMSM policies and shall not influence any decision making or judgement in any circumstances.
 

5.3 Kickback payment

HMSM strictly prohibits any practise of kickback payment as it is a corrupt practice. A kickback payment is a return of a sum already paid or due as a reward for awarding of further business. Example, when a previously contracted agent pays part of the excessive service fee back to the employee’s account. Usually, these repayments are kept secret. This kind of payment shall be avoided at all time.
 

5.4 Facilition Payments

HMSM strictly prohibits any offering, receiving and giving of facilitation payments. Facilitation payments are payments made with the purpose of expediting or facilitating the performance by a public official of a routine governmental action or made to a person who has the control over a process or decision on any subject matter to speed up the process.Example: clearing customs, passing an inspection, immigration admission, issuance of or application for extension of a visa or any important business related decision.
 

Facilitation payments are regarded as gratification under the MACC Act 2009.
 

Therefore, the following shall be strictly observed:

1. HMSM personnel must not offer and must refuse to pay any request for facilitation payment. Receive of facilitation payment is also prohibited.
2. HMSM personnel must request for official receipts for any payment made for a service.Business associates shall not request or pay any facilitation payment to HMSM personnel.

 

5.5 Travel and Entertainment

From time to time, guests are invited to visit HMSM’s facilities or events sponsored by HMSM. HMSM permits the payment of certain travel and accomodation expenses for business guests in accordance with applicable laws and regulations as well as HMSM policies if :

• - It is for legitimate business purposes.
• - It is reasonable given the guest’s level or seniority.
• - Attendance at business activities is mandatory.
• - No friends or family members of the invitee are travelling at HMSM’s expense.
• - No unreasonable side trips are planned.
• - No per diem cash is provided.

Approval from HMSM management shall be obtained prior to such expenses and the relevant documents should be maintained and kept by each Division respectively.
 

5.6 Donations and Sponsorships

Donations and sponsorships are permitted in so far as it does not trigger any conflict of interest and is purely done for legitimate reasons permitted under any laws and regulations. Particular care must be taken to ensure that any donations and sponsorships made to any party (if any) including donations to political parties (if any) are not construed as an inducement or a reward for doing or forbearing to do any act.

Approval from HMSM management shall be obtained prior to such donations and sponsorships and the relevant documents should be maintained and kept by each Division respectively.
 

5.7 Discount, Rebates and Promotional Fee

The provision of discounts, rebates and promotional fees requires the approval of the authorized personnels in accordance with the HMSM approval policies.

In particular, however, the act of providing money to an individual rather than to the business partner (e.g., depositing an amount equal to the discount amount into a personal bank account that belongs to an officer of the business partner) is not permitted.  Such act is prohibited due to the risk that it will constitute a provision of benefits for an improper purpose rather than a normal Discount, etc. offered to the business partner.

The person in charge of providing discounts, rebates and promotional fees must follow the procedures to issue such discounts, rebates and promotional fees and submit an application to the authorized personnels for approval.  Moreover, a record of approval by the authorized personnels (written approval) shall be retain and kept by each Division respectively.
 

5.8 Recruitment

HMSM is committed in open and fair conduct in regards to recruitment, training, performance evaluation, remuneration, recognition and promotion for all HMSM personnel.

All recruitment and promotion shall be done in accordance to HMSM policies and procedures.
 

5.9 Financial and Non-Financial Controls
(Seperation of Duties & Approving Power)

HMSM adopts a clear separation of duties for all jobs functions either it is financial or non-financially related.

For jobs related to non-financial activities, there must be at least two-layers of checking and approval. As for job related to financial activities, HMSM had since adopted at least three-layers of checking which comprise of  requestor, verifier and approval.

Further, for financial activities (such as disbursement and payment activities), HMSM strictly adopts multiple or pairing signatories to further mitigate any corruption risk.

 

6. DUE DILIGENCE
 

HMSM will conduct due diligence on all HMSM personnel, business associates, third party service providers and suppliers and whenever necessary major business activities and projects in accordance with HMSM Due Diligence Policy as set out in Annexure 3 : Due Diligence Policy

All business associates and third parties must sign a declaration as set out in Annexure 3(a) :  Declaration of Interest and Integrity by Vendor and Supplier Form which states that :

• - They understand and will comply with all applicable laws and regulations to code of conduct, spirit of fairness, justice, integrity and good faith cooperation in order to resist commercial bribery and unfair competition, against commercial fraud, trust, honestly on the basis of frankness and integrity.
   
• - They will understand during the business engagement, they shall not do any act or commit any omission which may arise to a conflict of interest and integrity in the discharge of business engagement entered into with HMSM.
   
• - They acknowledge that the provision set out in the declaration form shall formpart of the terms and conditions of their appointment and/or contract of service.

 

7. CONFLICT OF INTEREST DISCLOSURE
 

HMSM personnel are required to take a good-faith approached to work as stated in Code of Conduct. In the view of the above, HMSM requires all HMSM employees to disclose any conflict of interest that may or may not arise from time to time as set out in Annexure 4: Conflict of Interest Disclosure Procedures and Guidelines using the form as set out in Annexure 4(a) : Conflict of Interest Disclosure Form.
 

8. ADMINISTRATION OF ANTI-BRIBERY AND ANTI- CORRUPTION COMPLIANCE SYSTEM AND THIS ABAC CODE

 

HMSM has establish the Compliance Committee to design, advise, manage, monitor, maintain, implement and review the Anti-Bribery and Anti-Corruption compliance system in HMSM as a whole and also administration of this ABAC Code. Compliance Committee with be the responsible organization to report the compliance of this ABAC Code to the Board of Directors of HMSM and Shareholders (whenever required).

HMSM reserves the right to amend this ABAC Code from time to time in whole or in part, at any time without assigning any reason whatsoever

 

9. RISK ASSESMENT AND AUDIT

 

Risk Assessment and Audit is a process that helps to identify structural weaknesses that may facilitate corruption in identifying risk factors and treatments, and embeds corruption prevention within a HMSM corporate governance and serves as an important pillar in corruption prevention initiative.

HMSM shall conduct regular risk assessments to identify and minimize the risk of bribery and corruption in all HMSM business activities and set rules accordingly from time to time to prevent bribery and corruption. The Risk Assessment and Audit process flow is as set out in Annexure 5 : Risk Assessment and Audit Process Flow.

HMSM shall also conduct audit from time to time to evaluate and assess the effectiveness of this ABAC Code and related HMSM policies, procedures and guidelines. This audit may be conducted internally by HMSM or by an external party.

All reports in regards to risk assessment and audit activities shall be submitted to Compliance Committee and copy to HMSM management for improvement in the Anti-Bribery and Anti-Corruption compliance system in HMSM.