1. Introduction
IPS Software Sdn. Bhd. (“the Company”) is committed to conducting business dealings with integrity and in a fair, open, honest and transparent manner. This means prohibiting practices of bribery and corruption of all forms in the company’s daily operations. This Anti-Bribery and Anti-Corruption Policy (“ABAC Policy”) sets out the Company’s principles in dealing with improper solicitation, bribery and other corrupt activities or issues that may arise in the Company’s course of business.
The Board of Directors of the Company is committed to complying with the anti-bribery and corruption laws in Malaysia, and also other anti-bribery and corruption laws in all the countries that the Company operates. Thus, this ABAC Policy has been developed with the purpose of fulfilling the said legal and regulatory requirements and sets out the Company’s overall position on bribery and corruption in all forms, such as dealing with third parties, managing conflicts of interest, gifts, hospitality, and whistleblowing.
The objective of this policy is to provide guidance for our personnel and business associates and assist them to identify and deal with bribery and corruption issues, as well as understanding their roles and responsibilities. The ABAC Policy reiterates that Directors, employees and business associate of the Company are to be committed to comply with the Malaysian Anti-Corruption Commission Act 2009 and the Malaysian Anti-Corruption Commission Act (Amendment) Act 2018 (collectively referred to as the “MACC Act”) and any other local anti-bribery and anti-corruption laws that may be applicable.

2. Scope of Policy
This ABAC Policy is applicable to:
a) directors (both executive and non-executive), officers, employees of the Company (including permanent, part-time and contract (fixed-term) employees), and volunteers (“Personnel”);
b) any third party (person or entity) who performs services for or on behalf of the Company. This includes actual and potential clients, customers, joint-ventures, jointventure partners, consortium partners, outsourcing providers, contractors, consultants, sub-contractors, suppliers, vendors, agents, distributors, representatives, intermediaries and investors (“Business Associates”); and
c) joint-venture entities in which the Company has non-controlling interests, coventures and associated companies are strongly encouraged to adopt these or similar principles.

3. Definitions
The following definitions are included in this policy:
Bribery” is defined as any action which would be considered as an offence of giving or receiving ‘gratification’ under MACC Act 2009. 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 to mean the following:
a) money, donation & sponsorship, 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).

Corruption” is defined as the abuse of entrusted power for personal gain. Essentially, it is the act of giving or receiving of any gratification or reward in the form of cash or in-kind of high value for performing a task in relation to his/ her job description.

Conflict of Interest” means when a person’s own interests either influence, have the potential to influence, or are perceived to influence their decision making in the Company.

Donation & Sponsorship” means charitable contributions and sponsorship payments made to support the community. Examples include sponsorship of educational events, supporting NGOs, and other social causes.

Facilitation Payment” is defined as a payment or other provision made to or received personally from a third party in control of a process or decision, in order to secure or expedite a routine or administrative duty or function.

MACC Act” is defined as the Malaysian Anti-Corruption Commission Act 2009 (including its amendments).

4. Anti-bribery and Anti-corruption Statement
IPS Software adopts a zero-tolerance approach against all forms of bribery and corruption and takes a strong stance against such acts. Employees must not participate in any corrupt activity, such as extortion, collusion, breach of trust, abuse of power, trading under influence, embezzlement, fraud or money laundering.
Since the provisions in this ABAC Policy are based on legal requirements, violating this policy may subject individuals and the Company to penalties, including fines and imprisonment. Such violations may also severely damage the reputation of the Company and its Personnel. As such, Personnel and Business Associates shall not, whether directly or indirectly, offer, give, receive or solicit any item of value, in an attempt to illicitly influence the decisions or actions of a person in a position of trust within an organization, either for the intended benefit of the Company or the persons involved in the transaction.
This anti-bribery and anti-corruption statement applies equally to the Company’s business dealings with Government (‘public sector’) and commercial (‘private sector’) entities, and includes interactions with their directors, employees, agents and other appointed representatives at all levels. Even the perception of bribery is to be avoided.
The Company shall also conduct due diligence on every Personnel (including prospective personnel), Business Associates, projects and major business activities including donations and sponsorship, in particular where there is significant exposure to bribery and corruption risk, in line with this ABAC Policy.
The Company encourages Personnel and Business Associates to report any suspected, attempted or actual bribery and corruption cases, and prohibits retaliation against those making reports in good faith. The Company also provides assurance that no Personnel shall be penalised or suffer any adverse consequences in retaliation for refusing to pay or receive bribes or participate in other illicit behaviour.

5. Principles on Anti-bribery and Anti-corruption
a) Conflict of Interest
Conflict of interest may arise in situations where Personnel engage in business or other activities outside the Company or have personal interests, whether it benefits themselves or their closely related person(s), i.e. relatives or close associates, which competes or conflicts with the interests of the Company.
Employees must obtain written approval of their respective heads of companies before undertaking activities which may give rise to conflict of interest. All Personnel shall declare their conflict of interest, both on a scheduled basis, and ad hoc as soon as they arise.

b) Gifts and Hospitality
The Company accepts normal and appropriate gestures of hospitality and goodwill (whether given to/received from third parties) so long as the giving or receiving of gifts meets the following requirements:
i) It is not made with the intention of influencing the party to whom it is being given, to obtain or reward the retention of a business or a business advantage, or as an explicit or implicit exchange for favours or benefits.
ii) It is not made with the suggestion that a return favour is expected.
iii) It is in compliance with local law. iv) It is given in the name of the company, not in an individual’s name.
v) It does not include cash or a cash equivalent (e.g. a voucher or gift certificate).
vi) It is appropriate for the circumstances (e.g. giving small gifts around Christmas or as a small thank you to a company for helping with a large project upon completion).
vii) It is of an appropriate type and value and given at an appropriate time, taking into account the reason for the gift.
viii) It is given/received openly, not secretly.
ix) It is not selectively given to a key, influential person, clearly with the intention of directly influencing them.
x) It is not above a certain excessive value, as pre-determined by the company’s compliance manager (usually in excess of RM 500). xi)It is not offer to, or accepted from, a government official or representative or politician or political party, without the prior approval of the company’s compliance manager.

c) Entertainment
Entertainment could be considered to be a bribe if it is given or received with the intention of influencing someone to act improperly, or as a reward for having acted improperly. Personnel are allowed to offer or accept entertainment and recreation, provided there is proper justification.
Personnel are STRICTLY PROHIBITED from either paying for or participating in any activities which are exorbitant, illegal and immoral such as lavish/ extravagant social functions not related to the Company’s business activities or entertainment from a business associate (including potential business associate) during the procurement process which may cause the Company to be perceived in an unfavourable or negative manner.

d) Donations and Sponsorships
Personnel are required to adhere to the following principles in relation to donations and sponsorships:

  • Not with the intention to influence or perceived to be able to influence judgement or business decisions, to reward for improper performance of responsibilities, or to receive preferential treatment;
  • Does not contradict with applicable laws and policies of both the giver and receiver;
  • Does not coincide with contract negotiations, licensing or permit application/ renewal, or any equivalent event;
  • Not given or received frequently (e.g. maximum of twice in a year);
  • For clear community and environmental cause, and for disaster relief;
  • Due diligence and conflict of interest checks shall be performed prior to the donation and sponsorship, to avoid potential corruption or perceived as corrupt situations; and
  • The Company does not have any political affiliations and does not make political contributions, donations or sponsor any events of political parties. Personnel may donate or sponsor political parties, however, it shall never be associated with the Company (i.e. personal capacity).

e) Facilitation Payment
Facilitation Payment is an unofficial payment or other provision made personally to an individual in control of a process or decision. It is given to secure or expedite the performance of a routine or administrative duty or function to which the payer has legal or other entitlement. The Company adopts a strict policy of disallowing the use and receive of facilitation payments(whether in cash or in kind) in its business because it is classified as illegal acts of bribery and corruption under the MACC Act.
Personnel shall decline to make or receive facilitation payment, regardless of the amount, and shall report to the Head of Department who in turn will report to the Human Resources Department immediately when they encounter any requests for a facilitation payment. In addition, if a payment has been made and Personnel are unsure of the nature, the Head of Department or the Human Resources Department must be notified immediately, and the payment shall be recorded accordingly. Personnel must not promise or offer, or agree to give or offer, promise or agree to receive facilitation payments to or from any external party.

f) Recruitment, Promotion and Support of Personnel
The Company’s recruitment, training, performance evaluation, remuneration, recognition and promotion for personnel shall be designed and regularly updated to recognize integrity. The Company shall not offer employment to prospective personnel in return for their having improperly favoured the Company in a previous role.
The recruitment of Staff shall be based on approved selection criteria to ensure that only the most qualified and suitable individuals are employed. This is crucial to ensure that no element of corruption is involved in the hiring of Staff. In line with this, proper background checks shall be conducted in order to ensure that the potential Staff has not been convicted or alleged to have involved in any bribery or corruption cases nationally or internationally. More detailed background checks shall be taken when hiring Staff that would be responsible in management positions, as they would be tasked with decision making obligations.

g) Business Associates
The Company is committed to conducting our business in a fair, transparent and ethical manner. The Company will only do business with entities or individuals who share the same values as the Company and will uphold the Company’s principle of applying high ethical standards in our business dealings.
All Business Associates (including external providers such as consultants, advisors, vendors and agents) acting on behalf of the Company are required to comply with this Policy and all other related policies.

6. Anti-bribery and Anti-corruption Compliance Function
The Company shall conduct due diligence on all Personnel, business associates, projects and major business activities, in particular where there is significant exposure to corruption and bribery risk. The Company shall establish and maintain an antibribery and corruption compliance function within IPS Software to oversee the design, implementation and management of this Policy. The Company shall conduct regular risk assessments to identify the Bribery and Corruption risks affecting the business, set anti-bribery and corruption objectives, and assess the effectiveness of the controls in achieving those objectives.

7. Charitable Contributions
The Company accepts (and indeed encourages) the act of donating to charities – whether through services, knowledge, time, or direct financial contributions (cash or otherwise) – and agrees to disclose all charitable contributions it makes. Employees must be careful to ensure that charitable contributions are not used to facilitate and conceal acts of bribery. We will ensure that all charitable donations made are legal and ethical under local laws and practices, and that donations are not offered/made without the approval of the compliance manager.

8. Training and Awareness
The Company shall conduct awareness programmes for all Personnel on the Company’s position and practices regarding anti-bribery and corruption, integrity and ethics. Training shall be provided on a regular basis, in accordance with the level of bribery and corruption risk related to the position and function.

9. Reporting of Policy Violations (Whistleblowing)
The Company strongly encourages reporting (whistleblowing) of real or suspected cases of bribery and corruption without fear of retaliation or reprisal.
The Company has established an avenue for the reporting of bribery, corruption and other forms of misconduct, including violations of this ABAC Policy through designated secure channels, available to all Personnel and external parties including Business Associates. Details of the whistleblowing procedure are available in the Company’s Whistleblowing Policy.
The Company is committed to the enforcement of this policy and provides assurance that whistleblowers will not suffer any form of retribution, victimization or detriment, so long as the reports are done in good faith (i.e. not done with malicious intent and without substantiation in order to damage another person or organization). Such protection is accorded even if the investigation later reveals that the whistleblower is mistaken regarding the facts, rules and procedures involved.
Whistle-blowers who wish to remain anonymous shall be guaranteed anonymity unless the law requires disclosure of identity in the legal proceedings. Files and reports in relation to the case shall be kept secured and information received shall be held in the strictest confidence.
Any party who encounters actual or suspected violation of this ABAC Policy may report their concerns using the channel below:
i) via Email Hotline: [email protected]
ii) via letter addressed to:
IPS Management Team
IPS Software Sdn. Bhd.
No 100-1, Ground Floor, Jalan Junid,
84000 Muar, Johor, Malaysia.

10. Record-keeping
The Company shall keep detailed and accurate financial and other records, and shall have appropriate internal controls in place as evidence of all payments made. The Company shall report and keep a written record of the amount and reason for gifts, hospitality and entertainment received and given, including donations, sponsorships, and expenses of similar nature, and understand that such expenses are subject to management review.

11. Audit Review and Monitoring
Regular audits shall be conducted to ensure compliance with this Policy. Such audits may be conducted internally by the Company or by an external party. The Human Resources department of the Company is responsible for monitoring the adequacy and operating effectiveness of this Policy and shall review its implementation on a regular basis, including assessing its suitability, adequacy and effectiveness.
The Company may amend this ABAC Policy at any time so as to improve its effectiveness at combatting bribery and corruption.

12. Sanctions for Non-compliance
The Company regards bribery and acts of corruption as serious matters and will impose penalties in the event of non-compliance with this policy. For Personnel, noncompliance may lead to disciplinary action, up to and including termination of employment.
For Business Associates and other external parties, non-compliance may lead to penalties including termination of contracts. Further legal action may also be taken in the event that the Company’s interests have been impacted by non-compliance by individuals and organizations.
The Company also reserves the rights to report any non-compliances to the relevant authorities, for example, the Malaysian Anti-Corruption Commission.

13. Policy Owner
This ABAC Policy is owned by the Company. Any feedback or enquiries regarding the provisions of this policy should be directed to the Human Resources Department of the Company.