Anti-Bribery and Anti-Corruption Policy

"We", "Us" and "Our" mean Driven Communications Sdn Bhd and its websites including https://www.driven.com.my/ (Driven), https://www.paultan.org/ (paultan.org), https://www.carbase.my/ (CarBase.my), https://www.oto.my/ (oto.my), https://www.acemalaysia.my/ (ACE), https://www.pacemalaysia.my/ (PACE), https://www.evxmalaysia.my/ (EVx), https://protonpj.my/ (Proton PJ) and https://www.tintnow.my/ (tintnow.my) and their parent companies, holding companies, subsidiaries, associated and/or related companies.

1. STATEMENT OF POLICY

• 1.1
• We are committed to conducting Our business with highest integrity in accordance with all relevant laws and regulations which govern Our operations, including but not limited to anti-bribery and corruption laws, particularly the Malaysian Anti-Corruption and Commission Act 2009, its amendments and all guidelines issued by the relevant authorities pertaining the same (“ABC Laws”).
•  
• 1.2
• We take a zero-tolerance approach against all forms of Bribery and Corruption and are committed to complying with all applicable ABC Laws in Malaysia. This Policy sets out the minimum requirements, roles and responsibilities for combating Bribery and Corruption as well as measures for preventing, detecting, handling and responding to Bribery and Corruption issues. For avoidance of doubt, this Policy shall be read together with the Our rules, regulations, policies, procedures, employee handbook and the ABC Laws.
•  

2. SCOPE OF POLICY

• 2.1
• The principles and obligations outlined in this Policy shall apply to all individuals working at all levels and grades, including top management, Directors, partners, managers, Employees (whether permanent, fixed term or temporary) consultant, trainee, seconded staff, intern, probationer, volunteers, or any other person(s) associated with Us, or any of Our holding company, subsidiaries, affiliates and related entities, wherever located (collectively referred to as “Employee(s)” in this Policy).
•  
• 2.2
• This Policy also applies to Our external providers and business associates including but not limited to, clients, joint-venture, joint-venture partners, consortium partners, suppliers, distributors, vendors, partners, contractors, sub-contractors, agents, consultants, outsourced personnel, intermediaries, investors, members of public (where relevant) and all parties involved directly or indirectly with Us.
•  
• 2.3
• This Policy applies equally to Our business dealings with commercial (private sector) and government (public sector) entities and includes interactions with their employees, agents, advisors, representatives and officials, politicians, political parties and other appointed representatives at all levels.
•  
• 2.4
• If you are in any doubt as to how you should apply any of the provisions of this Policy, you are strongly encouraged to seek guidance from your immediate supervisors, or, where appropriate, Our senior management (if you are Our Employee) or Our contact person (if you are not Our Employee).
•  

3. DEFINITIONS UNDER THE MALAYSIAN ANTI-CORRUPTION COMMISSION ACT 2009

• 3.1
• Under this Policy, the following definitions are referred to:
  • 3.1.1.
  • Bribery: Bribery is defined as any action which would be considered as an offence of giving or receiving “gratification” under the Malaysian Anti-Corruption Commission Act 2009 (“MACC Act”).   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 a position of trust within an organisation.  “Gratification” is defined in the MACC Act shall mean the following:  
    • (a)
    • money, donation, gift, loan, fee, reward, valuable security, property or interest in property being property of any description whether movable or immovable, financial benefit, or any other similar advantage;
    • (b)
    • any office, dignity, employment, contract of employment or services, and agreement to give employment or render services in any capacity;
    • (c)
    • any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part;
    • (d)
    • any valuable consideration of any kind, any discount, commission, rebate, bonus, deduction or percentage;
    • (e)
    • any forbearance to demand any money or money’s worth or valuable thing;
    • (f)
    • 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
    • (g)
    • any offer, undertaking or promise, whether conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (a) to (f).
    Bribery may be “outbound”, where someone acting on behalf of the company 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 company such as a decision-maker or someone with access to confidential information.   Bribery and Corruption are closely related. However, Corruption has a wider remit. See ‘Corruption’ definition below.
  • 3.1.2.
  • Corruption: For the purpose of this Policy, corruption, is defined primarily as any actions which would be considered as an offence of giving or receiving “gratification” under the MACC Act.   In addition, Corruption may also include acts of extortion, collusion, breach of trust, abuse of power, trading under influence, embezzlement, fraud or money laundering.
  • 3.1.3.
  • Donations and Sponsorship: Charitable contributions and sponsorship payment made to support the community.
  • 3.1.4.
  • Directors: Directors include all independent and non-independent directors, executive and non-executive directors of the company and shall also include alternate or substitute directors.
  • 3.1.5.
  • Facilitation payment: A payment or other provision made personally to an individual in control of a process or decision. It is given to secure or expedite a routine or administrative duty or function.
  •  

• 3.2
• The following are among the corrupt offences under the MACC Act:
  • 3.2.1
  • Offence of soliciting or receiving gratification
    • (a)
    • Any person who corruptly solicits or receives or agree to receive (for himself or for any other person) or corruptly gives, promises or offers to any person any gratification as an inducement to or a reward for any person doing or forbearing to do anything in respect of any matter or transaction is deemed to commit an offence;
    • (b)
    • Any person who corruptly solicits or receives or agree to receive (for himself or for any other person) or corruptly gives, promises or offers to any person any gratification as an inducement to or a reward for any person doing or forbearing to do anything in respect of any matter or transaction is deemed to commit an offence;
  • 3.2.2
  • Offence of offering or giving gratification
    • (a)
    • Any person who corruptly gives or agrees to give or offers any gratification to any agent as inducement or reward for doing or forbearing to do, or for having done or forborne to do the same in relation to his principal’s affairs or business, or for showing or forbearing to show favour or disfavor to any person in relation to his principal’s affairs or business is deemed to commit an offence;
  • 3.2.3
  • Offence of intending to deceive
    • (a)
    • Any person who gives to an agent, or being an agent, he uses with intent to deceive his principal, any receipt, account or other document in respect of which the principal is interested, and which he has reason to believe contains any statement which is false or erroneous or defective in any material particular, and is intended to mislead the principal is deemed to commit an offence;
  • 3.2.4
  • Offence on Bribery and Corruption of public body
    • (a)
    • Any person who offers to an officer of any public body, or being an officer of any public body solicits or accepts, any gratification as an inducement or a reward, notwithstanding that the officer did not have the power, right or opportunity to do so, or accepted the gratification without intending to do so, or that the inducement or reward was not in relation to the affairs of the public body is deemed to commit an offence.
  • 3.2.5
  • Failing to report when offered Bribery
    • (a)
    • Any person to whom any gratification is given, promised or offered in contravention of MACC Act shall report the same.

4. PROHIBITION AGAINST ALL FORMS OF CORRUPTION, BRIBERY AND EXTORTION

• 4.1
• You shall read, understand and abide by this Policy and are prohibited from directly or indirectly:
  • (a)
  • giving, offering, authorising or promising to give or offer to or promising to authorise the giving or offering to; or
  • (b)
  • soliciting or extorting (including blackmailing), accepting or receiving, or agreeing to accept or receive from any person, company or organisation (including any government, regulatory authority or public body and their officials, officers or members) any bribe, gratification or other corrupt payment as an inducement to, payment or reward for, or otherwise on account of, any person doing something or refraining from doing something or to influence a decision or conduct in respect of any matter or transaction whatsoever, actual or proposed.
• 4.2
• All forms of Bribery and Corruption are prohibited.
• 4.3
• Corruption, Bribery and/or acts of extortion are typically made:
  • (a)
  • in order to gain or secure commercial, contractual or regulatory advantage for Us in a manner which is dishonest, improper, unfair or unethical (for example to obtain or retain business); or
  • (b)
  • in order to provide personal advantage or favour, pecuniary or otherwise, for the Employee or persons connected with the Employee in a manner which may influence or compromise the Employee’s ability to make objective and fair business decisions on behalf of Us.
• 4.4
• Facilitation payment and kickbacks
  • (a)
  • Facilitation payments involve routine payments typically made to low-level officials to expedite and/or secure a service or routine action. Kickbacks are typically payments made in return for a business favour or advantage.
  • (b)
  • We strictly prohibit accepting or giving, whether directly or indirectly, Facilitation payment or kickbacks of any kind.
  • (c)
  • You should not directly or indirectly offer, promise, make and/or accept any Facilitation payments or kickbacks of any kind to obtain a favourable outcome and must avoid any activity that might lead to, or suggest, that a Facilitation payment or kickback will be made or accepted by Us.
• 4.5
• Gifts
  • (a)
  • Any gifts must be unsolicited and not affect or be perceived as affecting any business judgement. Gifts should only be offered to and received in connection with a customary business or cultural occasion.
  • (b)
  • Any gifts which are cash-in-kind or equivalent are absolutely prohibited.
  • (c)
  • Any gifts which are offered or received must be done in Our name and never addressed to an individual.
• 4.6
• Hospitality and Entertainment
  • (a)
  • Any hospitality and entertainment must be unsolicited and not affect or be perceived as affecting any business judgement.
  • (b)
  • Hospitality and entertainment may only be offered in conjunction with legitimate business meetings, conferences or events hosted, supported or sponsored by Us.
  • (c)
  • Any exception to the general rule above requires management’s prior consultation and approval.
• 4.7
• Travel Expenses
  • (a)
  • As a general rule, We prohibit Directors and Employees from giving or receiving travel expenses (travel, transportation, accommodation and incidental expenses arising thereof) to or from any third parties or public officials, unless otherwise specified or approved by Us.
  • (b)
  • Any exception to the general rule above requires management’s prior consultation and approval.
• 4.8
• Donations and Sponsorships
  • (a)
  • Any Donations and/or Sponsorships must be unsolicited and not affect or be perceived as affecting any business judgement.
  • (b)
  • In principle, Donations and Sponsorships can only be made to legitimate organizations which have been registered with the Malaysian Registrar of Societies (“ROS”) or the relevant government agencies and subject to due diligence and management approvals and is made in appropriate circumstances.
• 4.9
• Political Contributions
  • (a)
  • Employees are prohibited from making or offering to make any monetary or in-kind political contributions to political parties, political party officials or candidates for political office politically linked organisations, political campaign, or any person or entity acting on behalf of the foregoing.
  • (b)
  • We encourage Employees to participate in the political election process by voting. Employees may choose to make personal political contributions as appropriate within the limits established by law but under no circumstances should they make any representation that they are doing so on behalf of or with Our support. Under no circumstances, however, will any Employees be compensated or reimbursed in any way by Us for a personal political contribution.
• 4.10
• You are required to exercise due care and due diligence at all times when dealing with third parties and/or business associates and ensure that their affairs do not involve any form of corrupt practices, whether perceived or actual.
• 4.11
• No Employee will suffer demotion, penalty or other adverse consequences for refusing to pay or receive bribes.
• 4.12
• We do not offer employment to prospective Employees in return for previous favour/in exchange of improper favour. We award contracts and Employee positions purely based on merits.
• 4.13
• As part of Our commitment to combat Bribery and Corruption, We expect all Employees, external providers and/or business associates to refrain from Bribery and Corruption and to adhere to this Policy.

5. CONFLICTS OF INTEREST

• 5.1
• Conflict of interest occurs when an Employee’s position within the company or that of the Employee’s immediate family or such other obligation or special interest of an Employee, interferes (or would be perceived to interfere) with an Employee’s ability to act in the best interest of the company.
• 5.2
• Conflict of interest does not necessarily involve improper or corrupt behaviour, although they can lead to such behaviour.
• 5.3
• There are several situations that could give rise to a conflict of interest. The most common are:
  • (a)
  • Accepting gifts from external providers and/or business associates;
  • (b)
  • When the Employee’s outside employment or association causes or would be perceived to cause he or she not to act in Our best interest;
  • (c)
  • Ownership of significant part of another company or business whose mission or mandate is in conflict with Our mission or goals or which is in competition Us;
  • (d)
  • Awarding a contract to a company in which he or she has a financial interest or a connection such as a relative or friend;
  • (e)
  • Recruiting a relative or friend or recruiting individuals in order to secure a business advantage;
  • (f)
  • Active involvement in any multilevel marketing activities and communications with competitors.
• 5.4
• A potential conflict of interest exists for Employees who make decisions in their jobs that would allow them to give preference or favour to a customer in exchange for anything of personal benefits to themselves or their friends and families. Such situation could interfere with the Employees’ ability to make judgments solely in Our best interest. This would undermine the duties of good faith, fidelity, diligence and integrity as expected by Us.
• 5.5
• You should avoid situations in which your personal interest could conflict with your professional obligations or duties. You must not use your position, official working hours, Our resources and assets, or information available to you for personal gain or to Our disadvantage.
• 5.6
• In situations where a conflict of interest does occur, you are required to declare the matter and report to your direct superior.

6. POTENTIAL “RED FLAGS”

• 6.1
• The following is a list of possible red flags that may arise during the course of your work and may raise concerns under various ABC Laws. This list is not intended to be exhaustive and is for illustrative purposes only.
• 6.2
• If you encounter any of these red flags, you must report them promptly in accordance with the reporting procedures set out in paragraph 8 below:
  • (a)
  • you become aware that a third-party engages in, or has been accused of engaging in improper business practices which violates this Policy;
  • (b)
  • you learn that a third-party has a reputation for paying bribes, or requiring that bribes are paid to them;
  • (c)
  • a third-party insists on receiving a commission or fee payment before committing to sign up to a contract with Us, or carrying out a government function or process for Us;
  • (d)
  • a third-party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;
  • (e)
  • a third-party requests an unexpected additional fee or commission to “facilitate” a service;
  • (f)
  • a third-party requests that a payment is made to “overlook” potential legal violations;
  • (g)
  • a third-party insists the use of side letters or declines to formalise agreed-upon terms in writing;
  • (h)
  • a third-party request or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to Us;
  • (i)
  • a third-party insists that its identity remain confidential or refuses to disclose the identity of its owners or principals; or
  • (j)
  • a third-party does not have offices or a staff, or frequently move locations.

7. ANTI-BRIBERY AND ANTI-CORRUPTION LAWS OF OTHER JURISDICTIONS

You are required to observe and comply with ABC Laws in Malaysia and any country in which We operate or runs Our business. This Policy shall apply even in circumstances and in countries where the giving and receiving of bribes or such corrupt payments may be common local practice or custom. It is not a valid defence against a charge of corruption to show that the bribe in question is customary in any profession, trade, vocation or calling, industry, jurisdiction or country.

8. REPORTING PROCEDURES

• 8.1
• All reports must be emailed to whistleblowing@driven.com.my and we will investigate the matter accordingly.
• 8.2
• So far as possible, the reports should include:
  • (a)
  • Name of person/persons involved;
  • (b)
  • Time, location and dates of Bribery and Corruption;
  • (c)
  • How the Bribery and Corruption was perpetrated;
  • (d)
  • Other witness to the Bribery and Corruption; and
  • (e)
  • Documentation or evidence available, if any.
• 8.3
• All information received will be treated as confidential. Any party suspecting any Bribery and Corruption should comply with the reporting procedures and should not attempt to personally conduct investigations or interview related to any Bribery and Corruption.

9. CONSEQUENCE OF NON-COMPLIANCE

• 9.1
• Compliance with this Policy and with the laws of Malaysia is a condition of employment with Us. Failure or refusal to comply with this Policy, Our rules, regulations, policies, procedures, employee handbook and/or any other relevant laws and may subject the Employee to disciplinary action, up to and including termination of employment. Further, legal action may also be taken in the event that Our interests have been harmed as a result of the non-compliance.
• 9.2
• The consequences of failing to comply with ABC Laws in Malaysia can be very serious. Independent of whether any enforcement action is taken against Us, Employees or personnel who violated the ABC Laws, may be subject to prosecution, criminal fines, and imprisonment.

 

Whistleblowing Policy

Statement of Policy

This Whistleblowing Policy (“Policy”) aims to provide a safe avenue for employees and external parties (including those providing services to or having a business relationship with Us) to raise concerns with regard to improper conduct involving Us and/or Our employees and business partners on a confidential basis.

What is Whistleblowing?

Whistleblowing is when you voluntarily disclose inappropriate, unethical, improper or unlawful behaviour, conduct and practices in Driven.   Some examples include:-

• a.
• Concerns about Our operational, accounting, internal controls or auditing matters;
• b.
• Impropriety, corruption, bribery, acts of fraud, theft and/or misuse of Our properties, assets or resources;
• c.
• Conduct which is an offence or breach of law;
• d.
• Serious conflict of interest without disclosure;
• e.
• Breach of Our policies or code of conduct;
• f.
• Wrongdoings or misconduct;
• g.
• Sexual or other forms of harassment in the workplace;
• h.
• Unauthorized disclosure or sale of Our confidential data and information;
• i.
• Any other serious improper matters which may cause financial or non-financial loss to Us or damage to Our reputation; and
• j.
• Attempts to cover any of the aforementioned.

  The above list is not exhaustive and are only examples that may expand or change, as events may dictate.

Protection Against Reprisals

Whistleblower that submits a genuine report under this Policy will not be at risk of losing job or suffer retribution or harassment if they are acting in good faith, even if the allegations prove to be unfounded or mistaken.

That said, We do not condone any frivolous, mischievous, or malicious allegations. If the whistleblowing report is made with malicious intent or in bad faith by the whistleblower, this will be viewed seriously by Us and will be treated as a gross misconduct, which may subject the whistleblower to disciplinary action in accordance with Our disciplinary procedures.

Confidentiality

We encourage you to identify yourself when reporting or providing information. All information provided will be treated with the strictest confidentiality.   There may be circumstances where information provided by you or your action in disclosing such information, may require disclosure. These circumstances include but are not limited to the following areas:

• a.
• where We are under a legal obligation to disclose information provided by you;
• b.
• where the information is already in the public domain;
• c.
• where the information is given on a strictly confidential basis to legal or auditing professionals for the purpose of obtaining professional advice; and
• d.
• where the information is given to the relevant authorities for criminal investigation.

In the event that We are faced with a circumstance not covered by the above, and where your identity is required to be revealed, We will endeavour to discuss this with you first.

Reports and Information Provided Anonymously

Reports submitted anonymously are much less persuasive and may hinder investigation as it is more difficult to investigate the matter or to protect your position. Accordingly, We will consider and investigate anonymous reports, but any reports or information provided anonymously would be investigated on the basis of the individual merit of each circumstance.

Reporting

All reports must be emailed to whistleblowing@driven.com.my and we will investigate the matter accordingly.

Investigation

We will review each report and based on the information received and evidence available, conduct a preliminary assessment to establish whether the report has any merit and can be substantiated. If the report warrants an investigation, We will open up an investigation into the matter using appropriate channels, resources and expertise and determine the appropriate action based on the findings and recommendation.