INTEGRITY AND COMPLIANCE DUE DILIGENCE AND OUR BUSINESS PARTNER S COMMITMENT TO COMPLIANCE

Transcription

1 INTEGRITY AND COMPLIANCE DUE DILIGENCE AND OUR BUSINESS PARTNER S COMMITMENT TO COMPLIANCE Dear Sir, Malaysia Marine and Heavy Engineering Sdn. Bhd. is committed to practice ethical and legally compliant business conduct and therefore expects the same of its business partners, suppliers and/or agents. We have also introduced our comprehensive compliance programme to manage, identify, reduce, protect and prevent any potential breach and non-compliance for operation, integrity and legislation. We have continuously refreshed our compliance programme to ensure corruption free business environment. One of the activities under our Compliance programme is the Integrity and Compliance Due Diligence of 3 rd Parties, who will either be our business partners, suppliers and / or agents. The purpose of the Integrity Due Diligence is to ensure that the business partners, suppliers, and / or agents have also adopted a transparent, structured and ethical business conduct. We are aware that we may already have (or previously have had) a contractual relationship with your and some of the requested information might already be available to us. However we are regularly refreshing our compliance verification protocols. As such, we seek your co-operation to: a) Complete the questions attached in the Integrity and Compliance Due Diligence questionnaire and return it to us for our review; b) Review the contents of MMHE s current Code of Conduct and Business Ethics (COBE) attached. Kindly take note that COBE is periodically updated and reviewed. You may review it on our corporate website (under the Sustainability section & the Policies and Guidelines ) for your easy reference. c) Complete the attached compliance certification document and return it to us for our records. Should you already have the appropriate policies and procedures for your company that covers the areas that have been highlighted in our COBE, please do provide these to us to support the assessment of your company that we are currently undertaking. 1

2 All information will be treated with utmost confidentiality. Should you have any questions or comments on this matter, please do not hesitate to contact the undersigned directly, or the person who you liaise with. Thank you. For and on behalf of, Malaysia Marine and Heavy Engineering Sdn. Bhd. AUSMAL KARDIN Senior General Manager Legal & Corporate Secretarial Affairs / Human Resource 2

3 INTEGRITY & COMPLIANCE CERTIFICATION We,.. confirm that we have received, reviewed, read, understood and hereby agree to comply with MMHE s Code of Conduct and Business Ethics (CoBE), MMHE Anti-Bribery and Corruption Manual (ABC Manual) (available at and: We agree to conduct our business in compliance with the principles and policies as stated in MMHE s COBE and ABC Manual. We confirm that the foregoing commitment applies to our subsidiary companies and any other entities in which we have ownership or control. We confirm that if we use any 3 rd party (e.g. agent, consultant or other non-permanent employee) in connection with the work undertaken for MMHE, we will procure that the 3 rd party s operation is consistent with the principles and standards in MMHE COBE and ABC Manual. We have complied and will comply with all applicable anticorruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010 and all other applicable laws governing the giving or receiving of gifts or hospitality. We have not requested, accepted, offered or given and will not request, accept, offer, or give, either direct or indirectly, any facilitation of payment, bribe, kickback, or other improper or illegal payment to any person or company. We have not corruptly taken any action in furtherance of an offer, payment, promise to pay, or authorization of the payment of anything of value, directly or indirectly, to any person, including a Public Official, for the purposes of: a) Inducing the recipient (or another) to perform improperly a 3

4 relevant function or activity connected with a business, trade or profession, performed in the course of a person s employment, or performed by on on behalf of a body of persons; b) Influencing the recipient to act (or to refrain from acting) in his or her official capacity; c) inducing the recipient to use his or her influence with a government (or its instrumentality, such as state owned oil company); or d) gaining any improper advantage, in order to assist MMHE in obtaining or retaining business for or with, or directing business to, any person. We are not aware of any request being made by any person, including any Public Official, for any payment or gift prohibited under the MMHE COBE and ABC Manual; or of any other individual or company making, offering, paying, promising or authorizing any payment or gift prohibited by MMHE COBE and ABC Manual on behalf of MMHE. We declare that neither the corporate entity we represents, nor any of its executives or employees, is under current criminal investigation or has been subject to any civil or criminal enforcement actions, at home or abroad, for improper conduct relating to bribery, corruption, or violation of the laws governing business corporate entities. We agrees that if at any time the representations, warranties and certifications herein are no longer accurate and complete we will immediately advise, notify and provide MMHE in writing a supplementary documents/reports detailing such change. 4

5 Notes: Commitment to the foregoing applies in relation to all dealings with MMHE Group of Companies whether in reference to the current work or any future work requested by MMHE. The certification must be signed by an appropriately empowered representative capable of binding the Company. Signed for and on behalf of Name : Position : Date : Corporate Seal : 5

6 INTEGRITY AND COMPLIANCE DUE DILIGENCE QUESTIONNAIRE 1. Business, Government and Political Affiliations a) Does any Key management personnel/ Major Owners / Partners / Shareholders / beneficial Owners > 5% (hereinafter Key Personnel or Key Person ), have any service, contracts, position or duties for or with a government, government controlled entity, political party, or military? If, please complete the table below: Title of Key person (Do Not provide Name) Type of Services / Position Services Performed for Position Duties Is there a conflict of Interest? (Yes or No) b) Would there be any family members of Key Personnel employed or otherwise engaged in any capacity by any government entity, including the military, any political party, or candidates for political office? If, please identify the person and provide the relative s relationship, and position as follows: Title of Key person (Do Not provide Name) Relationship to Key Person Position Duties 6

7 2. Ethical Compliance: a) Does your organization have documented policies on: Ethical Code of Conduct: Anti- Corruption / Anti- Bribery: Gifts and Hospitality: Conflict of Interest: Integrity Due Diligence / Background Check on Third parties If, please provide a copy of the relevant policies. Please note that it is essential to the performance of the assessment that we are able to view your documents related to the above. Without providing the documents, we will not be able to complete the compliance assessment. b) Does your company have a Compliance Programme that includes employee training? If, what percentage of employee is trained in the past year? c) Are you currently a member of TRACE International? If, please provide dates of current TRACE membership: d) Is your company familiar with and understands the provisions of the United Nations Convention Against Corruption ( UNCAC ), OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions ( OECD Convention ) and its integration into the national legal systems of its signatory countries as exemplified by, for example, French Anti-Corruption laws, the U.S. Foreign Corrupt Practices Act ( FCPA ) and the United Kingdom Bribery Act 2010 ( UK Bribery Act )? 7

8 e) Please respond to the following questions on behalf of the Company and all Key personnel. i. Does your Company maintain its books and records in accordance with International Financial Reporting Standards and/or recognized accounting standards in its country of incorporation/ registration? If, please provide an explanation to the matter in this section: ii. Does your Company prohibit its directors, officers, managers, employees, agents, and subcontractors from making facilitation payments? If, please provide an explanation to the matter in this section: iii. Has the Company ever authorized or approved any improper payments or improperly given anything of value (including gifts, entertainment, or other benefits) to any Public Official? If, please provide an explanation to the matter in this section: (Provide details involving the event(s), including dates, names of the individuals involved, value of the payments or benefits provided, and the identity of the Public Official(s) who received the payment or benefits.) iv. Has the Company or any Key Person ever been convicted of violating any rules or regulations governing the purchase or sale of goods or service to or by any government? 8

9 If, please provide an explanation to the matter in this section: v. Has your Company made a public disclosure, been accused, subject to investigation, or convicted of fraud, misrepresentation, corruption, bribery, money laundering or other related activities in any jurisdiction? If, please provide an explanation to the matter in this section: vi. Has your Company been suspended or debarred from doing business in any capacity as a result of fraud, misrepresentation, corruption, bribery, money laundering, providing goods or services or other related activities in any jurisdiction? If, please provide an explanation to the matter in this section: vii. Has the Company voluntarily disclosed to any regulatory and/or law enforcement agency any activity that may constitute bribery, money laundering, fraud, or other criminal offences involving fraud, corruption, anti-competitive conduct, or moral turpitude? If, please provide an explanation to the matter in this section: Identify the party to whom the disclosure was made. 9

10 Provide details including the event or events detailed in the disclosure. viii. Has the Company been on any restricted trading list maintained by any country, multi-lateral bank, or the United Nations? If, please provide an explanation to the matter in this section: ix. Has the Company been implicated in abuses of human rights or labor rights? If, please provide an explanation to the matter in this section: x. Has the Company or any Key Person ever been interviewed, deposed, or subpoenaed in connection with any litigation or investigation involving any procurement regulations? If, please provide an explanation to the matter in this section: xi. Has the Company or any Key Person ever been found guilty of violating any law governing donations, contributions, honoraria, or any other form of remuneration to any government official? If, please provide an explanation to the matter in this section: 10

11 xii. Has the Company or any Key Person ever been interviewed, deposed, or subpoenaed in connection with any litigation or investigation involving any law governing donations, contributions, honoraria, or any other form of remuneration to any government official? If, please provide an explanation to the matter in this section: xiii. Has the Company or any Key Person ever been interviewed, subpoenaed or asked to testify before any legislative body concerning fraud or abuse with regard to any governmental procurements? If, please provide an explanation to the matter in this section: xiv. Has the Company or any Key Person ever been found guilty of any violations of securities or commodities trading laws? If, please provide an explanation to the matter in this section: xv. Has the Company or any Key Person ever been found guilty of any violation of any laws governing the regulation of antitrust practices? If, please provide an explanation to the matter in this section: 11

12 xvi. Has the Company or any Key Person ever been charged, interviewed or found guilty concerning income tax evasion? If, please provide an explanation to the matter in this section: xvii. Has the Company or any Key Person ever been convicted of other criminal act for any matter not listed above? If, please provide an explanation to the matter in this section: xviii. Has the Company or any corporation, partnership or other entity in which the Company owns more than a 5% interest ever been debarred from competing for World Bank contracts? If, please provide an explanation to the matter in this section: xix. Has the Company or any corporation, partnership or other entity in which the Company has more than a 5% interest or is an owner, partner, officer, director, or Key Person been the subject of any voluntary or involuntary bankruptcy or other similar proceeding? If, please provide an explanation to the matter in this section: 12

13 xx. Has the Company or any Key Person ever been subject to a Foreign Corrupt Practices Act (FCPA) or other anti-bribery law investigation or enforcement action? If, please provide an explanation to the matter in this section: xxi. Has the Company or any Key Person ever been involved in any incident that has resulted in a substantial negative media attention? If, please provide an explanation to the matter in this section: 13

14 Notes: 1. Close family members include: wife/husband mother / mother -in law father / father in law sister(s) / sister(s) in law brother(s) / brother(s) in law son(s) in law daughter(s) in law other dependants (if any) co-habiting male or female partners to any of the foregoing 2. Failure to disclose all relevant details may jeopardize the application / business relationship. 3. Standard Anti Corruption Compliance Provisions: a) Definitions i) Applicable Anti-corruption Laws means: a. the Malaysian Anti- Corruption Commission Act 2009 ; b. the U.S. Foreign Corrupt Practices Act ( FCPA ); c. the U.K. Bribery Act 2010; and d. all applicable laws dealing with bribery, extortion and kickbacks. ii) Public Official means: a. any official, officer, employee or representative of: - any federal, state, provincial, territory, county or municipal government or any department or agency thereof; - any public international organization or any department or agency thereof; or - any company or other entity owned or controlled by any government; b. any political party or party official; and c. any candidate for political office. 14

15 b) Compliance with Anti-Corruption and Anti-Bribery Laws. i. We warrant that, in connection with the execution of this questionares, we will comply with the Applicable Anti-corruption Laws. ii. We represent and warrant that we have not corruptly made, offered, paid, promised or authorized, and will not corruptly make, offer, pay, promise or authorize, the payment or gift of money or anything of value directly or indirectly to any person, including any Public Official as defined above, for the purpose of: - influencing any act or decision of the person or Public Official in his or her official capacity; - inducing the person or Public Official to do an act in violation of a lawful duty; or - inducing the person or Public Official to influence the act or decision of a government or government instrumentality, in order to assist us or MMHE in obtaining or retaining business or securing any improper advantage, including any license, permit, government authorization or any decision related to MMHE Signed for and on behalf of Name : Position : Date : Corporate Seal : 15