- UNITED OVERSEAS AUSTRALIA LTD (A.C.N. 009 245 890)
- UOA ASSET MANAGEMENT SDN BHD (Registration No.: 200501015592 (692639-U))
(Manager for UOA REAL ESTATE INVESTMENT TRUST)
- UOA DEVELOPMENT BHD (Registration No.: 200401015520 (654023-V)
ANTI-BRIBERY & CORRUPTION POLICY
United Overseas Australia Ltd (“UOA”) and its subsidiaries which inter alia includes
UOA Asset Management Sdn Bhd (“UOA REIT”) and UOA Development Bhd (UOA
DEV”) (collectively referred to as the “UOA Group”) conduct its business in a legal and
ethical manner. The UOA Group’s core principles are to work with integrity and
committed to the highest ethical standards in performing business. It is the
responsibility of all employees (including full time, probationary, contract and
temporary staff) (“Employees”) and Directors of the UOA Group to comply with anticorruption procedures and initiatives.
The UOA Group will take reasonable and appropriate measures to ensure that its
businesses do not participate in corrupt activities for its advantage or benefit. This AntiBribery & Corruption Policy (“Policy”) sets out the parameters to prevent the
occurrence of bribery and corrupt practices in relation to the businesses of the UOA
Group. This Policy is supplemental to, and shall be read in conjunction with the
Corporate Code of Conduct of UOA.
- ANTI-BRIBERY & CORRUPTION COMMITMENT
The UOA Group is committed to conducting business dealings with integrity and to
prevent corruption in all forms. In line with such principles, the UOA Group expects all
employees to refuse to pay bribes or participate in acts of corruption in the UOA
Group’s daily operations.
A bribe is a reward or an inducement offered, promised or provided in order to gain a
commercial, contractual, regulatory or personal advantage. It can take the form of gifts,
loans, fees, rewards or other advantages.
This Policy sets out the UOA Group’s overall position on bribery and corruption in all
forms. It is intended to provide information and guidance to the Directors, Employees
and business associates on the expected standard of behaviour to which they must
adhere to and how to recognise and deal with bribery and corruption.
This Policy is applicable to all Directors and Employees of the UOA Group, and its
business associates acting on its behalf. Joint-venture companies in which the UOA
Group is non-controlling or co-venture and associated companies are encouraged to
adopt these or similar principles. External providers are expected to comply with this
policy in relation to all work conducted with the UOA Group or on its behalf.
Each Employee has a duty to be aware of and fully comprehend this Policy. Violation
of any of the Policy’s provisions may result in disciplinary action, which may include
termination of employment.
If a Director or an Employee requires further clarification on this Policy, they may liaise
with the designated person in the compliance department (“Compliance Officer”) or the
- GUIDANCE ON COMMON FORMS OF BRIBERY AND CORRUPTION
- 5.1 Gifts and Hospitality
This Policy does not prohibit normal business gifts and hospitality to and from third
party that may have direct or indirect business interest with the UOA Group as long
- it does not raise any issue of conflict of interest;
- it is not made with intention of influencing the parties involved to obtain or
retain business; or
- it is not made with intention to obtain or retain an advantage in the conduct
Some examples of acceptable gifts and hospitality are as follows: -
- token gifts offered in business situations or to all participants and attendees
for example, work related seminars, conferences, trade and business
- gifts presented at work-related conferences, seminars and/or business
- gifts given in gratitude for hosting business events, conferences and/or
- refreshments or meals during meetings or as participants of work-related
conferences and/or seminars;
- meals for business purposes; and
- corporate gifts which are customary and lawful under the circumstances
and do not have effect on perceived actions or decisions, done in open and
transparent manner, and subject to the limit of authority set by the Senior
Management of UOA (“Set Limit”).
As a general principle, the Directors and Employees should not accept or give any
gift to a third party if it is made with the intention of influencing the third party to
obtain or retain business, or in exchange for favours or benefits. Employees must
declare all hospitality or gifts accepted or offered, and submit details to the Internal
Auditor or the Compliance Officer.
- 5.2 Facilitation Payments to Officer of Public Body
Facilitation payments are defined as unofficial payments or other advantages made
to secure or expedite the performance of a routine action by an officer of public
body. Directors or Employees shall not promise or offer, give or request, accept or
receive facilitation payments to an officer of any public body.
However, only in the event that a Director’s or an Employee’s security is at stake,
is it permitted to make such facilitation payments. The Director or Employee should
thereafter make an immediate report to the Internal Auditor or the Compliance
(Public Body is as defined in Section 3 of Malaysian Anti-Corruption Commission Act 2009 (“MACC Act 2009”))
- 5.3 Third Parties and Agencies
UOA Group’s dealings with all third parties, including agents, suppliers and joint
venture partners shall be carried out in clear contractual terms, including specific
provisions requiring them to comply with the standards and procedures relating to
bribery and corruption. All third parties are expected to be aware of this Policy’s
- 5.4 Due Diligence Process
There shall be an implementation of an integrity due diligence process on
suppliers, subcontractors, agents, consultants and other third-parties in dealing
business with the UOA Group. The purpose of this due diligence is to (i) determine
any conflict of interest prior to entering any contract, (ii) determine its compliance
with the MACC Act 2009 and; (iii) determine whether the third party is in violation
of this Policy. Any doubtful answers to the due diligence questionnaire (attached
as Appendix I) shall be treated as trigger of potential violation of this Policy to the
- 5.5 Political Contribution
Subject to any prevailing laws that govern political contribution, the UOA Group
may offer contributions to political parties or candidates within the Set Limit.
Accordingly, all political contributions require approval from the Senior
Management of UOA.
- 5.6 Charitable Contribution
Any kinds of donations and sponsorships are acceptable and are encouraged,
whether it comes in the form of charity events, services, knowledge, time or direct
financial contributions. However, Directors and Employees are prohibited from
using the contributions as a scheme to conceal bribery. Any donations and
sponsorship contributions are subject to the Set Limit and with prior approval from
the Senior Management.
- RECRUITMENT AND PROMOTION OF EMPLOYEES
The UOA Group’s recruitment, training, evaluation, remuneration, recognition and
promotion of all its Employees including management, are based on the value of
integrity and meritocracy. The UOA Group does not offer employment, promotion or
benefits (whether monetary or otherwise) to prospective employee or Employee in
return for his/her having offered improper favour to the UOA Group previously.
- CONFLICTS OF INTEREST
All Directors and Employees shall avoid situations in which personal interest could
conflict with their professional obligations or duties. They should not use their position
or UOA Group’s assets, resources or information available to them for personal gain
or to UOA Group’s disadvantage. Any conflicts of interest should be disclosed or
reported immediately to the Internal Auditor or the Compliance Officer.
- EMPLOYEE TRAINING AND AWARENESS
Employees will be made aware of this Policy and the UOA Group’s principles on antibribery and corruption. They shall be provided training and each of them would sign a
declaration that they have read, understood and will abide by this Policy. The Human
Resource (“HR”) Department shall keep records of such trainings and declarations.
Any reports on policy violations can be made in good faith, to the Internal Auditor or
the Compliance Officer. The UOA Group has also established a Whistle Blowing Policy
which the Employees are made aware of and which is published on its website.
- AUDIT AND COMPLIANCE
Regular audits will be conducted by the Internal Auditor to ensure compliance to this
Policy. Such audits may also be conducted by external party engaged by Senior
- SANCTIONS FOR NON-COMPLIANCE
Non-compliance identified by the Internal Auditor shall be reported to Senior
Management and the Audit and Risk Management Committee. If an Employee is in
non-compliance, disciplinary actions which may include termination of employment will
be imposed. For external parties, non-compliance may lead to penalties which may
include termination of contract or legal action to be taken.
- REVIEW OF THE POLICY
The Board with the help of the Internal Auditor and the Audit and Risk Management
Committee, will monitor compliance with the Policy and review the Policy regularly to
ensure that it continues to remain relevant and appropriate.
Due Diligence Questionnaire (sample)
||Dua Diligence Checklist
|Relationship with the Third Party.
||There has been difficulty in obtaining the required information from the third party
|| There are concerns or evidence of corruption in respect of the third party
||There are allegations of corruption activity against the third party or any of its employees
||The third party does not have its own anti-corruption/code of conduct/anti-fraud/ compliance program
||The third party does not have its own due diligence procedure in place for the sourcing of customers and procurement of vendors, subcontractors etc.
||The value of the contract secured by the third party is unreasonable
||There is evidence of adverse news related to the third party
|| The third party does not have the necessary skills and experience to provide the services for which they will be contracted
||The third party is not charging a fair market price for their services (a company paying bribes may often charge more for its services in order to create a slush fund to pay bribes)
||The third party is being associated with disreputable suppliers/subcontractors etc.