INTEGRITY AND OMPLIANE DUE DILIGENE AND OUR USINESS PARTNER’S COMMITMENT TO COMPLIANCE · 2018-01-02 · 1 INTEGRITY AND OMPLIANE DUE DILIGENE AND OUR USINESS PARTNER’S COMMITMENT

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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 3rd 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.

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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

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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 http://www.mhb.com.my/EN/page/policies-guidelines/) and:

We agree to conduct our business in compliance with the principles and policies as stated in MMHE’s COBE and ABC Manual.

YES NO

We confirm that the foregoing commitment applies to our subsidiary companies and any other entities in which we have ownership or control.

YES NO

We confirm that if we use any 3rd party (e.g. agent, consultant or other non-permanent employee) in connection with the work undertaken for MMHE , we will procure that the 3rd party’s operation is consistent with the principles and standards in MMHE COBE and ABC Manual.

YES NO

We have complied and will comply with all applicable anti- corruption 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.

YES NO

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.

YES NO

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

YES NO

http://www.mhb.com.my/EN/page/policies-guidelines/

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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.

YES NO

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.

YES NO

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.

YES NO

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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 : …………………………………………………………………………………………

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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?

YES NO

If YES, 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?

YES NO

If YES, 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

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2. Ethical Compliance:

a) Does your organization have documented policies on:

Ethical Code of Conduct: YES NO

Anti- Corruption / Anti- Bribery: YES NO

Gifts and Hospitality: YES NO

Conflict of Interest: YES NO

Integrity Due Diligence / Background Check on Third parties

YES NO

If YES, 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?

YES

NO

If YES, what percentage of employee is trained in the past year?

c) Are you currently a member of TRACE International?

YES

NO

If YES, 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”)?

YES

NO

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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?

YES NO

If NO, 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?

YES

NO

If NO, 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?

YES

NO

If YES, 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?

YES

NO

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If YES, 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?

YES

NO


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?

YES

NO


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?

YES

NO


Identify the party to whom the disclosure was made.

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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?

YES

NO


ix. Has the Company been implicated in abuses of

human rights or labor rights?

YES

NO


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?

YES

NO


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?

YES

NO


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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?

YES NO


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?

YES

NO


xiv. Has the Company or any Key Person ever been

found guilty of any violations of securities or commodities trading laws?

YES

NO


xv. Has the Company or any Key Person ever been

found guilty of any violation of any laws governing the regulation of antitrust practices?

YES

NO


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xvi. Has the Company or any Key Person ever been charged, interviewed or found guilty concerning income tax evasion?

YES NO


xvii. Has the Company or any Key Person ever been

convicted of other criminal act for any matter not listed above?

YES

NO


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?

YES

NO


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?

YES

NO


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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?

YES NO


xxi. Has the Company or any Key Person ever been

involved in any incident that has resulted in a substantial negative media attention?

YES

NO


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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.

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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 : …………………………………………………………………………………………

Documents

INTEGRITY AND OMPLIANE DUE DILIGENE AND OUR USINESS PARTNER’S COMMITMENT TO COMPLIANCE · 2018-01-02 · 1 INTEGRITY AND OMPLIANE DUE DILIGENE AND OUR USINESS PARTNER’S COMMITMENT