Anti-Bribery And Anti-Corruption Policy

Subject to a detailed Ethics Policy comprising of a Code of Professional Conduct, Code of Ethics, Conflict of Interest Policy, Disclosure Policy and Whistle-blowing Policy, the following provisions are a consolidation of provisions adopted by the Board of Directors in earlier Compliance Manual revisions, the latest of which was 11 November 2019 for Kensington Trust Labuan Limited (“KTLL”) and 16 December 2019 for Kensington Trust Malaysia Berhad (“KTMB”) and Kensington Corporate Services (Malaysia) Sdn. Bhd. (“KCSM”). These provisions include proposed additional provisions dealing with anti- bribery and anti-corruption, ensuring ethical business is maintained as our sustainable corporate strategy.

KTLL, KTMB and KCSM shall be collectively referred to as “Reporting Institutions”).

1.  Anti-Bribery and Anti-Corruption

1.1   Anti-Bribery and Anti-Corruption policy

Reporting Institutions conduct its business in a legal and ethical manner, as well as complying with all applicable laws. This includes compliance with the Malaysian Anti-Corruption Commission Act 2009 (hereinafter referred to as “MACC Act 2009”) and the MACC (Amendment) Act 2018 (A1567). Reporting Institutions require all employees (including full time, probationary, contract and temporary staff), officers, managers and Directors to be committed to acting professionally and with integrity in their business dealings.

What is bribery and corruption?

Under the MACCA 2009, “gratification or what most people call “bribery” means the offering, giving, promising, giving, authorising, requesting or receiving of a financial or non-financial advantage or anything of value with the intention of inducing a person to act or to reward a person for having acted and if the purpose of the payment is to secure the improper performance of/ misuse of a person’s position. “Corruption” is the illegal use of entrusted power for private gain. This means the illegal use of power or a position for private advantage. Corruption has a broader definition than bribery.

It does not matter whether the bribe is given or received directly or through a third party (such as someone acting on the Reporting Institutions’ behalf, for example an agent, representative, partner or other intermediary); or for the benefit of the recipient or some other person.

The purpose of a bribe is often to obtain, retain or “facilitate” business, where the person receiving the bribe is, or may be, in a position to provide that kind of business advantage to the party offering the bribe. This may involve sales initiatives, such as tendering and contracting; or, it may simply involve the handling of administrative tasks such as licenses, taxes or KYC/CDD/ECDD matters. It does not matter whether the act of bribery is committed before or after the tendering of a contract or the completion of an administrative task.

Bribes can take many forms, for example:-

  • cash (or cash equivalent such as shares);
  • Property;
  • offer of employment;
  • unreasonable gifts, meals, travel, entertainment or hospitality;
  • kickbacks;
  • unwarranted rebates or excessive commissions;
  • unwarranted allowances or expenses;
  • “facilitation” payments/payments made to perform their normal job more quickly and/or prioritise a particular customer;
  • political/ charitable contributions;
  • uncompensated use of company services or facilities; or
  • any other tangible or intangible thing that has value to the
1.2  Prohibition of bribery and corruption

Both bribery (whether giving or receiving) and corruption are criminal offences and prohibited.

The Reporting Institutions have adopted a zero tolerance policy against all forms of bribery and corruption as they are illegal and can expose the Reporting Institutions and its associated persons i.e. the directors, managers, controllers, officers, partners or employees to fines, penalties and reputational damage. Employees must not participate in any bribe or corrupt activity. Both bribery and corruption are punishable offences under the MACCA 2009 and the MACC (Amendment) Act 2018 and Employees may be subjected to:-

  • Imprisonment up to twenty (20) years;
  • A fine of not less than ten times the sum or value of the relevant bribe (gratification) or RM1,000,000.00, whichever is higher (no upper limit); or
  • Both penalties of the fine and term

No employees, officers, managers and directors shall:-

  • offer, provide, or authorise, a bribe or anything which may be viewed as a bribe either directly or indirectly or otherwise through any third party; or
  • request or receive a bribe or anything which may be viewed as a bribe either directly or indirectly or otherwise through any third party, or perform their job functions improperly in anticipation, or in consequence, of a bribe.

Four (4) main offences stipulated in the Malaysian Anti-Corruption Act 2009 (MACCA 2009) (Act  694):-

  1. Soliciting/Receiving Gratification (Bribe) as per S 16 MACCA 2009;
  2. Offering/Giving or accepting Gratification (Bribe) by an agent as per S 17 MACCA 2009;
  3. Intending to Deceive Principal as per S 18 MACCA 2009;
  4. Using Office or Position for Gratification (Bribe) (Abuse of Power/Position) as per S 23 MACCA
1.3  Internal controls and consequences

The Reporting Institutions recognise the value of integrity in its employees, directors, managers and officers. The Reporting Institutions’ recruitment, training, performance evaluation, remuneration, recognition  and promotion for all employees, shall be designed to recognise integrity.

The Reporting Institutions does not offer employment to prospective Employees in return for previous favour / in exchange of improper favour. The recruitment of employees should be based on approved selection criteria to ensure that only the most qualified and suitable individuals are employed. The Reporting Institutions conduct annual screening on all employees to ensure that the potential employee has not been convicted in any bribery or corruption cases.

Directors, managers, officers and employees are required to read, understand and comply with this policy and the MACCA 2009 (including any amendment thereof). The Reporting Institutions reserve the right to report any actions or activities suspected of being criminal in nature to the police or other relevant authorities. Any violation of this Policy will be regarded as serious matter by the Reporting Institutions and is likely to result in disciplinary action, including termination.

1.4 Reporting of violations of this policy

Any Employee who knows of, or suspects, a violation of this Policy, is encouraged to whistle blow or report the concerns to the Management of the Reporting Institutions or Compliance Officer. No individual will be discriminated against or suffer any sort or manner of retaliation for raising genuine concerns or reporting in good faith on violations or suspected violations of this Policy.

All reports will be treated confidentially.

1.5  Review of this policy

The Board of the Reporting Institutions will monitor compliance with this Policy and review this Policy regularly to ensure that it continues to remain relevant and appropriate.

2. Gift Registry

Gift, benefit and/or hospitality policy

What is considered a gift?

A  gift  comprises  of  cash  money,  free  fares,  shares,  lottery  tickets,  travelling  facilities, entertainment expenses, services, club membership, any form of commission, hampers, jewellery, decorative items and any item of high value that is given to the employee.

The Reporting Institutions have a clear gift, benefit and/or hospitality policy to ensure that the line between corruption and acceptable practice is clearly understood and that the potential for abuse is minimized.

The circumstances under which it is not permissible to accept a gift, benefit and/ or hospitality, such as the following:-

  • employees may never solicit gifts from any third party under any circumstances.
  • gifts in the form of cash for whatsoever amount (including cash vouchers and gift vouchers), shares or leisure gifts (such as flight tickets and accommodation) are not permissible under any circumstances.
  • a gift may not be accepted at all under the following circumstances:-
    • when it is given in order to obtain a business favour;
    • when it is accompanied by any direct or indirect suggestion, hint, “understanding” or implication that some expected or desirable outcome is required in return;
    • when it is intended to act as an improper incentive or to exert an improper influence on the recipient, for example, to influence the decision to do business with the giver; and
    • when it has the appearance of improperly influencing the recipient.

The employee must declare the offer of any gifts, benefit and/or hospitality by the Offeror to the Compliance Officer and Managing Director. Only in circumstances where the gifts, benefit and/or hospitality are approved by the Board, can such gifts, benefit and/or hospitality be accepted and kept by the employee.

In the circumstances where the employee has accepted the gifts, benefit and/or hospitality, the employee must declare such gifts, benefit and/or hospitality from the giver to the Compliance Officer and Managing Director within the same day or latest by the start of next working day. If these are NOT approved by the Board, such gifts, benefit and/or hospitality must be returned to the giver within one (1) working day of the Board’s decision and instructions.

Where gifts such as hampers or flower bouquets from an unknown giver are placed on the employee’s table or that are sent to the premises, the employee should report the item(s) to the Compliance Officer and Department Head/Management for further action or decision in order to avoid allegations on the employee by any parties.

The contents of the Log may be revised from time to time by the Reporting Institutions. The gift register shows gifts, benefits and hospitality and their estimated value which have been approved by the Board and accepted by the employees. Any gifts, benefits and hospitality which had been rejected by the Board must be recorded in the gift register too.

Where the above policy is not adhered to by any of the employees, appropriate actions would be taken by management of the Reporting Institutions upon them having knowledge of such acceptance of gifts, benefits and hospitality by their employees.

3.  Conflict of Interest Policy

3.1  What is a conflict of interest?

  • A conflict of interest occurs when a Reporting Institution’s employee - is in a position to be influenced, or appear to be influenced, by his/her personal interests when doing his/her job.
  • A conflict of interest can involve avoiding personal disadvantage as well as gaining personal advantage.
  • A conflict of interest is not limited to circumstances where the employee, or others close to him/her, may gain or lose financially from his/her It includes situations where his/her official decisions may be influenced by his/her personal interests in social and professional activities, and interests with individuals or groups, including family and friends.

The purpose of this Conflicts of interest Policy is to outline a suitable approach and response to the identification and management of the Reporting Institutions measures of conflicts of interest and to prohibit employees from personally benefitting at the expenses of the Reporting Institutions’ interest. The Reporting Institutions strive towards ensuring it is / they are able to appropriately and effectively identify and manage potential conflicts.

The conflict of interest may be direct or indirect. A Conflict of Interest may include an actual, potential or perceived conflict of interest, as described below:-

Actual conflict of interest:- A real conflict currently exists between the interests of the employee of the Reporting Institutions and the interests and purposes of the Reporting Institutions.

Potential conflict of interest:- Given the circumstances, a conflict may arise between the interests of the employee of the Reporting Institutions and the interests and purposes of the Reporting Institutions.

Perceived conflict of interest:- Members of the public could reasonably form the view that the interests of the employee of the Reporting Institutions may improperly influence the employee of the Reporting Institutions’ activities in connection with the Reporting Institutions.

3.2  Employees’ Personal Interest

An employee has a personal benefit if it is reasonably foreseeable that the employee tries influencing the outcome of the decision and that decision will have a material financial, business benefit or benefit effect on the employee, or a member of his/her immediate family or friend. It is important all employees declare any private interests that may result in any perceived, potential or actual conflict with their duties or responsibilities.

Employees shall avoid conflicts of interests when extending or receiving any form of gifts (which includes financial or other benefit or advantage) and entertainment to or from clients or external service providers. At no time shall such gifts and entertainment appear to compromise or bias professional judgment, cause impropriety and under no circumstances may such gifts and entertainment be an inducement for business

As the general rule, employees are prohibited to solicit any advantages from clients, suppliers or any person in connection with the Reporting Institutions’ business. Gifts received that exceed RM300.00 in value (including those rejected gifts, benefits and hospitality) must be declared to and approved by Compliance Officer.

Any gifts and entertainment provided by employees must be pre-approved by MD or ED and within the limits as set out by management of the Reporting Institutions. The Malaysian Ringgit value limit set for entertainment and gift giving is  RM500.00 per entertainment or gift given. The frequency of such entertainment or gift-giving should be limited to no more than six (6) times per client in total in a calendar year. These rules do not apply to customary gifts given and received during festive seasons (eg. Lunar New Year, Moon Cake festival and Christmas). However, the gifts given during these occasions must be reasonable and not excessive.

Prior approval from Compliance Officer has to be obtained before giving or accepting of any gifts and entertainment to government or public officials (including employees of regulatory bodies) or persons linked to them.

3.3  External Business Interest

Employees of the Reporting Institutions must obtain written permission from the MD before accepting any offers of secondary employment, or engaging in any consultancy or advisory work. The employee’s external business activities is permitted if it is unlikely to conflict in any way with the interest of the Reporting Institutions. There is an ongoing obligation to notify the MD of the above interests or secondary employment that may arise and to seek clearance before proceeding.

3.4  Procedures for management of Conflicts of Interest identification

To adequately manage conflicts of interest, the Reporting Institutions shall identify all relevant conflicts timeously.

To ensure that conflict of interest are identified, declared and managed, the Reporting Institutions will:-

  • Identification of conflict of interest – to create awareness and knowledge on conflict of interest through training or educational material.
  • Avoidance of conflict of interest – to ensure understanding and adoption of conflict of interest policy and management measures by all the employees, do the monitoring on the employees in order to avoid non-compliance and keep a register of conflict of interest.
  • Remove the employee from the responsibilities or duties to which the conflict relates.
  • Review the policy annually.

Once a conflict has been identified it needs to be appropriately and adequately managed. All employees, including Compliance Officer and Management of the Reporting Institutions, are responsible for identifying specific instances of conflict and are required to notify their head of departments or Compliance Officer of any conflicts they become aware of. The Compliance Officer, will assess each conflict and whether the conflict is actual or perceived and what the value of the conflict or exposure is and the potential reputational risk in conjunction with the Board of Directors and shall decide whether it is viable to go ahead with the transaction or not. If the conflict is too severe, the Compliance Officer and Management of the Reporting Institutions shall decline to engage in the transaction.

If Compliance Officer and Board of Directors decide that the particular conflict can be mitigated, they need to agree on the appropriate controls that should be put in place to manage the conflict. The appropriate controls have to be documented in the conflicts of interest Register Log.

3.5  Procedures for declaring a Conflicts of Interest

It is the duty of every employee of the Reporting Institutions to declare a perceived, potential or actual Conflict of Interest. Non-disclosure of an actual, perceived or potential conflict of interest (hereinafter referred to as “non-compliance”) may result in appropriate disciplinary action, up to and including termination of employment. The Conflict of Interest Declaration Form must be submitted to the Management of the Reporting Institutions annually. The Conflict of Interest Declaration Form will be assessed and reviewed by the Management of the Reporting Institutions.