MPH Policies

ANTI-BRIBERY & CORRUPTION POLICY

SECTION 1.0 INTRODUCTION

The Anti-Bribery & Corruption Policy (“ABC Policy”) has been developed as part of the MPH Group of Companies (“MPH Group”) Anti-Bribery Management System which has been designed to align with the requirements set out in the ISO 37001:2016. Having a clear and unambiguous policy statement on the MPH Group’s position regarding bribery and corruption forms the cornerstone of an effective integrity management system.

The Policy aims to set out the parameters, including the main principles, policies and guidelines, in which MPH Group practices concerning anti-bribery and corruption. Therefore, this Policy should be read with MPH Group’s various policies & procedures. If multiple documents speak on the same subject, then the more stringent provision always applies.

MPH Group is outsourcing the Shared Service Function to PNMB Group i.e. Human Capital & Administration Division (HCAD) and Risk Management, Compliance, Integrity & Audit (RMCIA) Department.

SECTION 2.0 MPH GROUP’S COMMITMENT

MPH Group is committed to conduct business dealings with integrity i.e. committed to take reasonable and appropriate measures to ensure that our businesses do not participate in corrupt activities. This means avoiding practices of bribery and corruption of all forms in the company’s daily operations.

MPH Group has adopted a zero-tolerance approach against all forms of bribery and corruption and takes a strong stance against such acts. The MPH Group’s business requires its personnel to engage in business with a wide range of parties, both internal as well as external.

This Policy establishes the boundaries on interactions with all parties and provides guides how to act when subjected to potential acts of bribery and matters of corruption. The scenarios provided within this Policy do not limit the boundaries of the Policy which may be extended to cover all circumstances relating to bribery.

Full compliance with this Policy is mandatory and should be maintained using a principle-based approach.

SECTION 3.0 OBJECTIVE

This Policy sets out the MPH Group’s position on bribery in all its forms and matters of corruption that it might be confronted in its day-to-day operations.

SECTION 4.0 SCOPE & APPLICATION

This Policy applies to all Directors and employees of the MPH Group (collectively referred to as "Personnel"). It is also expected that all Business Partners such as contractors, sub-contractors, consultants, agents, representatives and other persons or entities performing work or services for or on behalf of the MPH Group ("Business Partner"), comply with the relevant parts of this ABC Policy when performing such work or services.

In the event of a conflict between ABC Policy and any applicable law, the applicable law shall prevail and all Personnel and Business Partners shall comply with the applicable law.

SECTION 5.0 REFERENCES / RELATED PROCEDURES
  1. ISO 37001:2016 Anti-Bribery Management System;
  2. No Gift Policy;
  3. Whistleblowing Policy;
  4. Business Partner Code of Conduct;
  5. MPH Employee Code of Conduct;
  6. Recruitment & Due Diligence;
  7. Transfer & Promotion Procedures;
  8. Remuneration & Incentive Policy;
  9. Conflict of Interest Policy;
  10. Disciplinary & Bribery Investigation Procedure; and
  11. Limits of Authority.
SECTION 6.0 DEFINITIONS
  1. ABMS

    MPH Group’s Anti-Bribery Management System.

  2. Bribery & Corruption

    Any action which would be considered as an offence of giving or receiving ‘gratification’ under the Malaysian Anti-Corruption Commission Act 2009 (MACCA). In practice, this means offering, giving, receiving or soliciting something of value in an attempt to illicitly influence the decisions or actions of a person who is in a position of trust within an organisation.

    Bribery may be ‘outbound’, where someone acting on behalf of MPH Group attempts to influence the actions of someone external, such as a Government official or client decision-maker. It may also be ‘inbound’, where an external party is attempting to influence someone within the MPH Group such as a senior decision-maker or someone with access to confidential information.

  3. Gratification
    • Money, donation, gift, loan, fee, reward, valuable security, property or interest in the property being the property of any description whether movable or immovable, financial benefit, or any other similar advantage;
    • Any office, 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, whether in whole or in 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, and including the exercise or the forbearance from the exercise of any right or any official power or duty; 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).
  4. Business Associate

    An external party with whom MPH Group has, or plans to establish, some form of a business relationship. This may include clients, customers, joint ventures, joint venture partners, consortium partners, outsourcing providers, contractors, consultants, subcontractors, suppliers, vendors, advisers, agents, distributors, representatives, intermediaries and investors.

  5. Conflict of Interest

    When a person’s self-interests either influence, have the potential to influence or are perceived to influence a decision making process at MPH Group.

  6. Corporate Gift

    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 openly and transparently, with the implicit or explicit approval of all parties involved. Corporate gifts normally bear the Company’s name and logo. Examples of corporate gifts include items such as diaries, table calendars, pens, notepads and plaques.

  7. Sponsorship & Donation

    Charitable contributions and sponsorship payments made to support the community. Examples include sponsorship of educational events, supporting NGOs and other social causes.

  8. Exposed Position

    A staff position identified as vulnerable to bribery through a risk assessment. Such positions may include any role involving procurement or contract management; financial approvals; human resources; relations with government officials or government departments; sales; positions where negotiation with an external party is required; or other positions which the MPH Group has identified as vulnerable to bribery.

  9. Hospitality

    The considerate care of guests, which may include refreshments, accommodation and entertainment at a restaurant, hotel, club, resort, convention, concert, sporting event or other venue such as MPH Group offices, with or without the personal presence of the host. Provision of travel may also be included, as may other services such as provision of guides, attendants and escorts; use of facilities such as a spa, golf course or ski resort with equipment included.

  10. MPH Group

    MPH Group of Companies consist of MPH Bookstores Malaysia and Singapore, MPH Distributors Malaysia and Singapore, MPH Group Publishing Malaysia and MPH Library Services Singapore.

  11. Personnel

    Directors and all individuals directly contracted to the Company on an employment basis, including permanent and temporary/ contract employees.

SECTION 7.0 POLICY OWNER

The Integrity Unit was established within the Risk Management, Compliance, Integrity & Audit Department and Integrity Unit is the owner of this policy.

SECTION 8.0 ANTI-BRIBERY AND CORRUPTION POLICY
  1. All forms of bribery and corruption are prohibited. MPH Group upholds a zero-tolerance approach. Personnel 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.
  2. Bribery and corruption may take the form of exchange of money, goods, services, property, privilege, employment position or preferential treatment.The personnel and its business associates 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 of MPH Group or the persons involved in the transactionThe Policy applies equally to its business dealings with commercial (‘private sector’) and Government (‘public sector’) entities, and includes interactions with their directors, personnel, agents and other appointed representatives at all levels. Even the slightest possibilities or appearance of bribery or corruption is to be avoided.
  3. The Policy applies equally to its business dealings with commercial (‘private sector’) and Government (‘public sector’) entities, and includes interactions with their directors, personnel, agents and other appointed representatives at all levels. Even the slightest possibilities or appearance of bribery or corruption is to be avoided.
  4. The Policy applies to all countries worldwide, without exception and regard to regional customs, local practices or competitive conditions.
  5. No personnel or Business Partner will suffer demotion, penalty or other adverse consequences for refusing to pay or receive bribes or participate in other illicit behaviour.
  6. MPH Group recognises the value of integrity in its personnel. The MPH Group’s recruitment, training, performance evaluation, remuneration, recognition and promotion for all personnel shall be designed and regularly updated to recognise integrity.
  7. MPH Group is committed to conduct due diligence checks on prospective personnel, particularly as it relates to appointments to positions where a more than minor bribery or corruption risk has been identified.
  8. MPH Group does not offer employment to prospective personnel in return for previous favour/in exchange for improper favour.
  9. MPH Group awards contracts and employee positions purely based on merits. Support letters in all forms shall not be recognised as part of the business decision making process.
SECTION 9.0 RECOGNITION OF LOCAL AND INTERNATIONAL LEGISLATION
  1. MPH Group is committed to conduct our business ethically and in compliance with all applicable laws and regulations in the countries where it does business.
  2. These laws include but are not limited to the Malaysian Penal Code (revised 1977) (and its amendments), the Malaysian Anti-Corruption Commission Act 2009 and its amendments, the Companies Act 2016 (Malaysia), the US Foreign Corrupt Practices Act 1977 (amended 1998) and the UK Bribery Act 2010. These laws prohibit bribery and acts of corruption and mandate that companies establish and maintain accurate books and records as well as sufficient internal controls.
  3. In cases of conflict between mandatory laws and the principles contained in this and other policies, the law shall prevail.
SECTION 10.0 GIFTS, SPONSORSHIPS AND DONATIONS
  1. The personnel are prohibited from receiving or asking for (soliciting) gifts from external parties. Under no circumstances may MPH Group personnel accept gifts in the form of cash or cash equivalent, including gift certificates, loans, commissions, coupons, discounts or any other related forms.
  2. Sponsorships and donations are permitted in accordance with the “No Gift Policy” to ensure acceptability and only after obtaining approval from the Group Chief Executive Officer, MPH Group. However, MPH Group prohibits the giving and receiving of sponsorships and donations to influence business decisions.
  3. Further details for the above-mentioned are set out in “No Gift Policy”.
SECTION 11.0 FACILITATION PAYMENTS
  1. MPH Group adopts a strict policy of disallowing the use of facilitation payments in its business. A facilitation payment is a payment or other provision made personally to an individual in control of a process or decision. It is given to secure or expedite the performance of a routine or administrative duty or function.
  2. Personnel should notify their immediate supervisor and Compliance Officer when encountered with any requests for a facilitation payment. In addition, if a payment has been made and personnel is unsure of nature, their immediate supervisor and Integrity Unit must be immediately notified and consulted. They must also ensure that the payment has been recorded accordingly and transparently.
  3. MPH Group equally upholds the safety of all personnel as a priority. In the event that the personnel’s safety is at stake, a facilitation payment to protect the personnel is permitted if: -
  • that is the immediate available recourse to protect the safety of the personnel;
  • the Group Chief Executive Officer’s approval has been obtained; or, payment under the state of emergency had been undertaken, hence the Group Chief Executive Officer’s approval must be retrospectively obtained as soon as possible.

The incident must be notified to Compliance Officer in order to record the details and keep a record of what was spent.

SECTION 12.0 BUSINESS ASSOCIATES
  1. All Business Partners (including external providers such as consultants, suppliers, and vendors) acting on behalf of MPH Group are required to comply with this ABC Policy, the MPH Group’s Business Code of Conduct and all other policies as it relates to them.
  2. In circumstances where MPH Group retains controlling interest, such as in certain joint venture agreements, business associates are required to adhere to the ABC Policy and MPH Group’s Business Code of Conduct. Where MPH Group does not have controlling interest, associates are encouraged to comply with the same.
  3. Due diligence should also be carried out with regards to any business associates intending to act on the Company’s behalf as an agent or in other representative roles, to ensure that the entity is not likely to commit an act of bribery or corruption in the course of its work with MPH Group.
  4. The extent of the due diligence should be based on bribery and corruption risk assessment. Due diligence may include a search through relevant databases, checking for relationships with public officials, self-declaration and documenting the reasons for choosing one particular business associate over another. The results of the due diligence process must be documented, retained for at least seven years and produced on request by the custodian of the process.
  5. MPH Group shall include standard clauses in all contracts with business associates enabling the MPH Group to terminate the contract if bribery or an act of corruption has been proved to occur. Additional clauses may also be included for business associates acting on MPH Group’s behalf where more than minor bribery risk has been identified.
SECTION 13.0 RESPONSIBILITIES OF MPH GROUP PERSONNEL
  1. All personnel are required to carry out those responsibilities and obligations relating to the MPH Group’s anti-bribery and corruption stance, alongside those already in existence, which includes the following:
  • Be familiar with applicable requirements and directives of the policy and communicate them to subordinates;
  • Promptly record all transactions and payments in MPH Group’s books and records accurately and with reasonable detail;
  • Ask the Integrity Unit if any questions about this policy arise or if there is a lack of clarity about the required action in a particular situation;
  • Always raise suspicious transactions and other “red flags” (indicators of bribery or corruption) to immediate superiors for guidance on the next course of action;
  • Be alert to indications or evidence of possible violations of this policy.
  • Promptly report violations or suspected violations through appropriate channels;
  • Attend required anti-bribery and corruption training as required according to the position; and
  • Not misuse their position or MPH Group’s name for personal advantage.
  • When dealing with business associates, the personnel shall not:
  • Be familiar with applicable requirements and directives of the policy and communicate them to subordinates;
  • Express unexplained or unjustifiable preference for certain parties;
  • Make an attempt at dishonestly influencing their decisions by offering, promising or conferring advantage;
  • Exert improper influence to obtain benefits from them; and
  • Directly or indirectly offer or make a promise or corrupt payments, in cash or in-kind for a specific favour or improper advantage from them.
  • During an active or anticipated procurement or tender exercise, personnel participating in the exercise in any way whatsoever, shall not:
  • Receive gifts or hospitality or any kind from any external party participating, planning to participate, or expected to participate, in the procurement or tender exercise;
  • Provide anything other than a corporate gift and token hospitality to any external/ third party related to the exercise;
  • Be involved in any discussions regarding business or employment opportunities for personal benefit or for the benefit of a business associate;
  • Abuse the decision-making and other delegated powers given by the Top Management; and
  • Bypass normal procurement or tender process and procedure.
  • When dealing with external parties in a position to make a decision to decide (such as a Government official or client), the personnel shall not:
  • Offer, promise or make any attempt at dishonestly influencing the person’s decision by directly or indirectly offer or make a promise of corrupt payments, in cash or in-kind;
  • Be involved in any discussions regarding business or employment opportunities for their benefit or the benefit of the external party;
  • Otherwise abuse the decision-making and other delegated powers given by the Top Management in order to illicitly secure an outcome which would be to the commercial advantage to themselves and/ or the MPH Group; and
  • Exert improper influence to obtain personal benefits from them.
  • All Head of Departments have a particular responsibility to ensure that the ABMS requirements are applied and complied with within their department or function and to monitor compliance with the policy
SECTION 14.0 CONFLICT OF INTEREST
  1. Conflicts of interest arise in situations where there is personal interest that could be considered to have potential interference with objectivity in performing duties or exercising judgement on behalf of the MPH Group. All personnel should avoid or deal appropriately with situations in which personal interest could conflict obligations or duties. Personnel must not use their position, official working hours, MPH Group’s resources and assets, or information available to them for personal gain or to the MPH Group’s disadvantage.
  2. In a situation where confronted with such conflict, personnel are required to declare the matter as per the MPH Group Employee Code of Conduct and complete the Conflicts of Interest Disclosure Form.
SECTION 15.0 STAFF DECLARATIONS
  1. All personnel shall certify in writing that they have read, understood and will abide by this policy. A copy of this declaration shall be documented and retained by the HCAD for the duration of the personnel’s employment. The Staff Declaration Form as per Appendix A in this Policy.
  2. Under circumstances of suspicious behaviour, allegations and/ or investigations relating to bribery or corruption, RMCIA and HCAD of PNMB Group reserve all rights to request information regarding assets owned by the personnel as deemed necessary.
SECTION 16.0 ANTI-BRIBERY & CORRUPTION COMPLIANCE FUNCTION
  1. MPH Group shall establish and maintain an anti-bribery and corruption compliance function within the RMCIA i.e. the Integrity Unit to oversee the design, implementation and management of the ABMS.
  2. The Integrity Unit shall perform functions below within the MPH Group structure, equipped to act effectively against bribery and corruption:-
  • Provide advice and guidance to personnel on the ABMS and issues relating to bribery and corruption;
  • Take appropriate steps to ensure that adequate monitoring, measurement, analysis and evaluation of the ABMS is performed;
  • Report on the performance of the ABMS to the Management regularly; and
  • Review the suitability of this ABC Policy from time to time, taking into account relevant developments in the legislature as well as evolving industry and international standards.
  • Appropriate resources shall be provided for the effective operation of the ABMS and that the RMCIA is staffed with persons who have the appropriate competence, status, authority and independence.
  • MPH Group shall conduct regular risk assessments to identify the bribery and corruption risks affecting the business, set anti-bribery and corruption objectives and assess the effectiveness of the controls in achieving those objectives.
SECTION 17.0 AWARENESS AND TRAINING
  1. MPH Group shall conduct an awareness program for all its personnel on the Company’s position regarding anti-bribery and corruption, integrity and ethics.
  2. Training shall be provided regularly, by the level of bribery and corruption risk related to the position. Training should be provided to personnel who are:
  • New to the MPH Group;
  • Promoted or transferred to expose position.
  • HCAD shall maintain records to identify which the personnel has received training, and produce, communicate and update the training schedule in conjunction with the Integrity Unit.
  • Business associates acting on behalf of the MPH Group shall also undergo appropriate training, where a bribery and corruption risk assessment identifies them as posing a more than minor bribery and corruption risk to the MPH Group.
SECTION 18.0 REPORTING OF POLICY VIOLATIONS
  1. Suitable reporting channels shall be established and maintained for receiving information regarding violations of this policy, and other matters of integrity provided in good faith by the personnel and/ or external parties.
  2. Personnel who in the course of their activities relating to their employment at MPH Group, encounter actual or suspected violations of this policy are required to report their concerns using the reporting channel stated in “Whistleblowing Policy”.
  3. Reports made in good faith, either anonymously or otherwise, shall be addressed promptly and without incurring fear of reprisal regardless of the outcome of any investigation.
  4. Retaliation in any form against the personnel where the person has, in good faith, reported a violation or possible violation of this Policy is strictly prohibited. Any personnel found to have deliberately acted against the interests of a person who has in good faith reported a violation or possible violation of this Policy shall be subjected to disciplinary proceedings including demotion, suspension, dismissal or other actions (including legal action) which MPH Group may pursue.
SECTION 19.0 AUDIT AND COMPLIANCE
  1. Regular audits shall be conducted to ensure compliance with this Policy. Such audits may be conducted internally by RMCIA, PNMB Group or by an external party. Audit documentation should include performance improvement action plans.
  2. Non-compliance identified by the validation or identified through other risk assessments undertaken shall be reported to the Management.
SECTION 20.0 SANCTION FOR NON-COMPLIANCE
  1. Non-compliance as identified by the audit and any risk areas identified through this and other means should be reported to the Management promptly by the level of risk identified.
  2. MPH Group regards bribery and acts of corruption as serious matters and will apply penalties in the event of non-compliance to this policy. For MPH Group personnel, non-compliance may lead to disciplinary action, up to and including termination of employment.
  3. For external parties, non-compliance may lead to penalties including termination of the contract. Further legal action may also be taken if MPH Group’s interests have been harmed by the results on non-compliance by individuals and organisations.
SECTION 21.0 CONTINUOUS IMPROVEMENT
  1. MPH Group is committed to continue to improve its policies and procedures relating to anti-bribery and corruption, as well as satisfying the requirements set out in ISO 37001:2016.
  2. Any concerns to improve the ABMS can be channeled to the Integrity Unit. Integrity Unit may therefore, endeavour to develop further integrity measures and certify the MPH Group’s anti-bribery procedures as adequate where certification is available.
  3. MPH Group shall monitor the legal and regulatory regimes where it operates and any changes to MPH Group’s business environment and risks and identify opportunities for ABMS improvement. A report should be submitted to the Management regularly for the appropriate action to be taken.
  4. Regular assessments of the ABMS should be carried out to ensure its scope, policies, procedures and controls match the bribery and corruption-related risks faced by the MPH Group.
  5. MPH Group endeavours to impact the business environment where it operates. This includes extending its Integrity Program to non-controlled business associates such as suppliers and contractors, seeking to work with companies who have a similar commitment and supporting initiatives in the private and public sectors which are likely to improve the integrity of its operating environment.
SECTION 22.0 WAIVER

Any deviation or waiver from this Policy must be approved either by the Group Chief Executive Officer or Board of Directors of MPH Group.

NO GIFT POLICY

SECTION 1.0 INTRODUCTION


MPH Group of companies (“MPH Group”) pride ourselves for creating solid relationships with our customers, vendors and suppliers who we do business with and it is built upon a foundation of mutual respect for each other as well as based on one of our core values - ‘Integrity’. This important core value applies to every aspect of our business.
 
MPH Group is committed to be honest, ethical and conduct ourselves with the highest degree of integrity at the workplace as well as fully comply with Section 17A of MACC Act – Adequate Procedures. In going about our daily business, MPH Group will avoid the perception of impropriety and our “No Gift Policy” is prevent any personnel from seeking any advantage by giving or accepting any improper gifts, entertainment or payments from any customer, supplier, potential supplier or any person that MPH Group believes may be seeking to influence our business decisions or transactions.
 
MPH Group is outsourcing the Shared Service Function to PNMB Group i.e. Human Capital & Administration Division (HCAD) and Risk Management, Compliance, Integrity & Audit (RMCIA) Department.
 
SECTION 2.0 APPLICABILITY


This Policy applies to all Directors and employees of MPH Group (collectively referred to as “Personnel”).
 
SECTION 3.0 OBJECTIVE


* This Policy will act as a guideline for accepting and giving of gifts to the personnel and parties dealing with the personnel.
* Improving and upholding integrity as one of core values among personnel thus enhancing MPH Group’ s reputation.
 
SECTION 4.0 PRINCIPLES


All personnel are expected to exercise proper judgement in handling gift activities and behave in a manner consistent with the general principles as set out in the MPH Group’s Employee Code of Conduct:
* Consistently maintain the highest degree of integrity;
* Always exercise proper care and judgement;
* Avoid conflict of interest;
* Refrain from taking advantage of your position or exercising your authority to gain personal interest at the expense of MPH Group; and
* Comply with applicable laws, regulations and MPH Group’s policies and procedures.
 
SECTION 5.0 PROHIBITION ON ACCEPTING & GIVING GIFT


* All personnel are not allowed to accept or give the gift(s) directly or indirectly both within and outside of the work premises in the course of their official duties and business dealings which may influence a decision-making process or put the personnel in a position of conflict or appearance of such conflict or obligation.
* All personnel are not allowed to accept gifts in exchange for doing or promising to anything related to the business or affairs of MPH Group for potential or existing customers, vendors, suppliers or any other individual or organisation.
* All personnel are to avoid conflict of interest or the appearance of a conflict of interest for either party in an on-going potential business dealing between MPH Group and external parties, as “a gift” can be seen as a bribe that may tarnish MPH Group’s reputation or in violation of anti-bribery and corruption laws.
* All personnel are required to conduct themselves professionally by informing customers, vendors, potential vendors and others of this policy, and the reasons MPH Group has adopted the policy. Personnel should request that customers and vendors to respect our policy and not to deliver any gifts for our personnel, department or Company, at any time, for whatsoever reason.
 
SECTION 6.0 EXCEPTION TO THE NO GIFT POLICY


* Any gift-acceptance and gift-giving is subject to the approval procedure according to the Limit of Authority Policy and must fulfil the following conditions:
* Limited, customary and lawful under the circumstances;
* Do not have or perceived to have (either by the giver or the receiver), any effect on actions or decisions;
* No expectation of any specific favour or improper advantages from the intended recipients;
* The independent business judgement of the intended recipients must not be affected;
* Not involving any corrupt or criminal intent; and
* The giving out of the gift must be done openly and transparently.
* After taking into consideration item 6.1, there is an exception to accept and giving gifts as follows:
* Gifts exchange at the company-to-company level (e.g. gifts exchanged between companies as part of an official visit and thereafter the said gift is treated as company property);
* Gifts from MPH Group to external institutions or individuals 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 MPH Group to personnel in relation to an internal or externally recognised Company function, event and celebration (e.g. in recognition of an employee’s service to the Company).
* Token gifts of nominal value bearing Company’s logo (e.g. T-shirt, planners, calendars and other small promotional items) that are given out to employees, customers, delegates and member of the public, attending events such as conferences, exhibitions, trainings, career fairs etc., and deemed as part of the company’s brand building or promotional activities.
* Gifts received and given during festivals. It is not on a personal basis and must be shared and distributed to all staff.
* Perishable items (e.g. cakes, fruits and flowers) are allowed to be retained or distributed to all staff, or to be displayed at the common area in the office or premise.
* All gifts received at MPH Group Headquarters should be handed to MPH Group’s Administration Department, whilst gifts received at Retail Outlets to be handed to their respective Outlets Head.
 
SECTION 7.0 FORM, AMOUNT OR VALUE OF THE GIFT CORRESPONDS TO THE GIFT-GIVING INTENTION


* All gifts received must be reported to the Head of Department and require approval.
* Acceptance of gifts should take into account the form, amount or value of the gift received so as not to create any suspicion on the personnel or others.
* In the event of the gift received was unrelated to the duties of the personnel, the personnel must explain in detail in the form what is the purpose of the gift, the amount or value of the gift and which shall correspond to the purpose of which the gift was given, based on the present value of the gift, and the purpose for the gift was received.
* Acceptance of gift is considered non-corresponding with the purpose for which the gift was given if the present value of the gift (in monetary terms) exceeds RM 300.00.
* Meanwhile, the conditions of gift-giving by MPH Group shall comply with “Section 6.0 Exception To The No Gift Policy”.
 
SECTION 8.0 TYPES OF GIFTS RECEIVED AND BEING AN OFFENSE


* The following gifts are an offense if it is being accepted on the following terms:
    * The gift is received or demanded directly or with a corrupt intent that it is the incentive or reward for the personnel to do or not do (to forebear), or because he/she has done or has not done any act in connection with his/her principal affairs or affairs or in the course of his/her official work (Seksyen 9 dan 10, Akta Pencegahan Rasuah 1997, Seksyen 161 dan 162, Kanun Keseksaan);
    * The person giving the gift has a connection with the MPH Group’s official work and/or the granting and acceptance is not in good faith, and it is done with criminal intent (mens rea); or
    * The gift was received with criminal intent from a person, in which the personnel knew, or was, or maybe involved in any business that was, or will be carried out by that person (Seksyen 165, Kanun Keseksaan).
* The following gifts are an offense if it is being accepted on the following terms:
    * Any gifts in the form of cash;
    * Any gifts in the form of a valuable item;
    * Any gifts as part of a commission or kickback;
    * Any gifts that are illegal;
    * Any gifts from parties involved in an active tender or bidding exercise;
    * Any gifts that come with a direct or indirect suggestion, hint, understanding or implication that in return for the gift, some or desirable outcome is required benefitting the giver;
    * Any gifts which are lavish, excessive and may adversely affect the reputation of MPH Group; and
    * Any gifts that are used as a reward or payment for illegal activity.
    *
SECTION 9.0 SPONSORSHIP & DONATION


* Accepting and giving of sponsorship & donation are allowable, only after obtaining approval from Group Chief Executive Officer, MPH Group. It is also subjected to the following conditions:
    * Sponsorship & donation amount should refer to the Company’s Limit of Authority;
    * Sponsorships & donations received and given should be free of charge and without any condition and commitment for both donors (either MPH Group or the giver). Moreover, both donors should also not carry any interest in each other;
    * The sponsorship & donation are given by the donor voluntarily and not at the request by MPH Group. MPH Group is prohibited from trying to obtain sponsors or donations from any party, whether from an organisation or individual;
    * The sponsorship & donation must be in accordance with the wishes of the donor;
    * The sponsorship & donation received and given should also take into account the amount and its frequency; and
    * All sponsorship & donation received and given must be recorded and declared through the Declaration Form – Gift/ Sponsorship/ Donation.


SECTION 10.0 POLITICAL CONTRIBUTION


MPH Group and their personnel who act on behalf of MPH Group, strictly do not provide any political contribution. Contributions made by the personnel from their own funds, property or services to a political party or candidate for political office, either directly or indirectly or through that personnel’s organisation such as a political action committee, are not governed by this policy.
 
SECTION 11.0 RESPONSIBILITIES OF PERSONNEL AND RESPECTIVE HEAD OF DEPARTMENT


* Responsibilities of Personnel:

All gifts received must be reported to their respective Head of Department regardless of value and kind.
 
* Responsibilities of Head of Department:
    * Head of Department, upon receives a report on the gift received by the personnel, can make the following decisions by:
        1. Allow the person to receive the gift given;
        2. Instruct the person to return the gift; or
        3. To keep the gift at the office.
    * Head of Department may require an explanation from the personnel if in doubt of any gift received
    * When considering the above application, the Head of Department should also consider the following criteria:
        1. He shall ensure that the receipt of the gift is authorised and according to this policy;
        2. The gift received does not imply that the person had used his or her position or authority to obtain the gift;
        3. Taking into account the frequency of the said personnel receiving the gift;
        4. The relationship between the personnel and the givers, in particular, the duties and authorities which have been given to that person;
        5. MPH Group’s overall interest; and
        6. Personnel who have received the gift from any party must report the receipt through the Declaration Form – Gift/ Sponsorship/ Donation as per Appendix A.
       
SECTION 12.0 MONTHLY DECLARATION AND SUBMISSION


* The Declaration Form as per Appendix A, which has been approved by the respective Head of Department, must be submitted to the RMCIA via email at declaration@mph.com.my, not later than the 8th of the following month.
* The Declaration Form must also be submitted to the RMCIA even though no gift/ sponsorship/ donations have been received or given.
 
SECTION 13.0 REPORTING SUSPECTED WRONGDOING


To report a violation of this policy, personnel are encouraged to raise your concern directly to RMCIA, PNMB Group. Besides, if personnel are not comfortable raising their concerns directly, they may report a violation or other serious matters where the vital interest of the MPH Group or the moral or physical integrity of personnel are at stake, by using the Whistleblowing Channel Email – whistleblowing@mph.com.my
 
Employees may remain anonymous, but MPH Group may require or request additional information to resolve some cases. MPH Group will not tolerate retaliation against any person because he or she reported an ethical or legal concern. Personnel who do retaliate and violate our ethical standards will be subject to disciplinary action. MPH Group takes all allegations seriously and resolve them in a standard and impartial process.



WHISTLE BLOWING POLICY

SECTION 1.0 POLICY STATEMENT


MPH Group of Companies (“MPH Group”) are committed to the highest standard of integrity, openness and accountability in the conduct of its businesses and operations. It aspires to conduct its affairs in an ethical, responsible and transparent manner.
 
Recognising the above-mentioned values, MPH Group provides an avenue for all MPH personnel and members of the public to disclose any improper conduct within the Company.
 
MPH Group is outsourcing the Shared Service Function to PNMB Group i.e. Human Capital & Administration Division (HCAD) and Risk Management, Compliance, Integrity & Audit (RMCIA) Department.
 
SECTION 2.0 OBJECTIVE


This policy is to encourage and provide an avenue for all personnel, customers and vendors to disclose any improper conduct in accordance with the procedures as provided for under this policy and to provide protection for MPH personnel and members of the public who report such allegations.
 
SECTION 3.0 SCOPE


* The confidential disclosure may be made through the Whistleblowing Channel within the MPH Group as set out in this Policy or to the relevant regulatory authorities or enforcement agencies. Disclosures to the regulatory authorities or enforcement agencies will be governed by the Whistleblower Protection Act 2010 or the relevant acts, as applicable. The provisions in this Policy only relate to disclosures made through the whistleblowing channel within the MPH Group.
* In the event any MPH personnel is unsure whether a particular act or omission constitutes improper conduct under this Policy, the personnel is encouraged to seek advice or guidance from the Head of Risk Management, Compliance, Integrity & Audit Department or Head of Human Capital Department, where applicable.
 
SECTION 4.0 APPLICABILITY


This Policy applies to all Directors and employees of MPH Group (collectively referred to as "Personnel"). It is also expected that all bidders, business partners, contractors, consultants, business associates or other service providers including their employees, contractors, agents and related entities providing goods and/or services to MPH Group, comply with the relevant parts of this Whistleblowing Policy when performing such work or services.
 
SECTION 5.0 IMPLEMENTATION PROCEDURES


* Every complaint, report or information can be channelled via mail, email, or a face-to-face meeting after initial assessment by Investigation Team. It is imperative where possible that a meeting with the complainant be made to ensure the credibility and validity of the information received.
* The Whistleblowing Channels available include the following:
* Email the report to whistleblowing@mph.com.my; or
* To submit written letters to the Head of Risk Management, Compliance, Integrity & Audit Department or Head of Human Capital Department, where applicable.
Attention to:
Risk Management, Compliance, Integrity & Audit Department / Human Capital Department
Percetakan Nasional Malaysia Berhad,
No.1, Jalan Chan Sow Lin,
Chan Sow Lin,
50554 Kuala Lumpur,
Wilayah Persekutuan Kuala Lumpur.
(Please refer to Appendix A – Whistleblowing Form)
* The disclosure should include:
* His/her name in the form, as disclosure expressed anonymously is much less credible, but will nonetheless be considered;
* Description of the improper conduct and the people/parties who are involved;
* Background of the incident, including the relevant dates and location of occurrence;
* How the improper conduct was detected;
* Reason(s) why the Whistleblower is particularly concerned about this (e.g. it may result in loss of the MPH Group’s assets/funds); and
* Particulars or production of documentary evidence and witnesses, if any.

* It will be the task of the Investigation Team to assess, investigate and report on the complaint to the Management and recommend a course of action in a prompt and fair manner.
(Please refer to Appendix B – Whistleblowing Flowchart)
 
* The Whistleblower shall not:
* Contact the suspected personnel(s) in an effort to determine facts or demand restitution; and
* Discuss the case, facts, suspicions or allegations with anyone except with the Investigation Team.
 
SECTION 6.0 WHISTLEBLOWING COMMITTEE


The Whistleblowing Committee (WBC) shall comprise of the following permanent members:
* Group Chief Executive Officer, MPH Group;
* Head of Human Capital & Administration Division, PNMB Group; and
* Head of Risk Management, Compliance, Integrity & Audit Department, PNMB Group.
The quorum for a WBC comprises three (3) members. The WBC may invite to its meetings any other persons, as it deems appropriate. The secretary for WBC shall be the Head of Human Capital Division, PNMB Group.
 
SECTION 7.0 PROTECTION TO WHISTLEBLOWER


* Whistleblower who is a MPH Group personnel will be protected from any reprisal as a direct consequence of the disclosure subject to the conditions fulfilled as in point 7.3. (‘Reprisal’ means disciplinary measures, demotion, suspension, termination of employment or service or any other retaliatory action). In the event that the alleged wrongdoing is not subsequently proven, the Whistleblower will also be protected from reprisal subject to the conditions fulfilled as in point 7.3.
* Suppliers and vendors of MPH Group and members of the public who become a Whistleblower will also be protected by MPH Group as to his/ her identity subject to the conditions fulfilled as in point 7.3.
* Protection to the Whistleblower will be accorded by MPH Group only when the Whistleblower satisfies all the following conditions:
* The disclosure is done in good faith, and is not frivolous or vexatious or is not made with malicious intent or ulterior motive;
* The whistleblower has disclosed his/her identity and contact details;
* The Whistleblower has not communicated the disclosure to any other party not related to the disclosure; and
* The disclosure made is not for personal gain or interest.
* The personnel who made the allegations or report and if proven to have been made without good faith will be subject to disciplinary action (which may include termination of employment). In the case of customers, suppliers, subcontractors or consultants, continuity of business relationship shall be reviewed.
* Any form of retaliation undertaken by personnel against any Whistleblower for reporting an irregularity in good faith is prohibited and considered to be in breach of the Company’s Policy and Procedures. In such cases, disciplinary measures shall be taken against the said personnel. The disciplinary action may include termination.
* The personnel who consider that they have been the victim of retaliation for reporting an irregularity or have good reason to believe or fear that they are exposed to the risk of retaliation as a result of their reporting an irregularity shall report the matter to the Head of Risk Management, Compliance, Integrity & Audit Department or Head of Human Capital & Administration Division, where applicable and request that protective measures be adopted. The protection against retaliation shall be extended to any other party associated with the personnel.
 
SECTION 8.0 COMMUNICATION & NOTIFICATION


* During the investigation stage, information on the case shall be restricted only to those who need to know of the matter, i.e. on a need-to-know basis. If need be, the Marketing & Communications Team shall be roped in to prepare an appropriate statement for release to the public.
* The personnel involved shall be reminded to preserve the confidentiality of the matter.
* The required announcement(s) as required by the regulatory authorities shall be made accordingly in compliance with the disclosure requirements of the relevant regulations.
* Upon the completion of the whistleblowing process and procedures, the whistle-blower will be accorded the privilege to be notified of the disclosure outcome.