1. Introduction and purpose

 

FM Media upholds the highest standards of professional integrity and ethical conduct required of every FM Media partner, officer, employee and third parties, vendors who perform services for or on behalf of FM Media.

 

FM Media and all the employees are committed to compliance with all laws relating to anti-bribery and anti-corruption in Malaysia, in particular, the Malaysian Anti-Corruption (MACC) Act 2009 [Act 694] (“MACC Act”), subsequent amendments to the Act and all guidelines issued by relevant authorities pertaining to the same.

 

This Policy aims to ensure that all Employees (defined below) and Associated Persons (defined below) of FM Media are aware of their obligation to disclose any corruptions, briberies, conflicts of interest or similar unethical acts that they may have, and to comply with this Policy to follow highest standards of ethical conduct of business.

 

2. Scope and coverage

 

This Policy applies to all employees, directors and associates of FM Media, including temporary, contract staff or interns (“Employees”).

 

This Policy sets out the minimum standards to which all Employees of FM Media must adhere to at all times.

 

Although this Policy is specifically written for the Employees of FM Media, FM Media expects that all parties engaged by FM Media or performing work or services for or on behalf of FM Media will comply with it in relevant part when performing such work or services. Contractors, sub-contractors, consultants, agents, representatives and service providers of any kind performing work or services, for or on behalf FM Media and such other parties engaged by FM Media shall be known as “Associated Persons”.

 

If the Employees are travelling outside of Malaysia, the Employees are subject to the laws of the country the Employees are in but the principles of this Policy must be adhered to regardless of whether or not that country has specific anti-bribery or anticorruption laws. In cases where there is a conflict between the specific anti-bribery and anti-corruption laws and the principles contained in this Policy, the stricter provision shall prevail.

 

3. The definitions of corruption, bribery and gratification

 

The Malaysian Anti-Corruption Commission in its official portal (www.sprm.gov.my) describes “corruption” as an 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 function or activity

 

Corruption may include “bribery” which is any offering, promising, giving, requesting agreeing to receive, accepting a gratification, or other advantages with the intention of inducing or rewarding someone to perform their job function or activity improperly. Form of bribery includes kickbacks, inflated commissions, expensive gifts, political donations, excessive or inappropriate entertainment.

 

The definition of “gratification” under the MACC Act is as below:

 

(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).

 

4. Key requirements of the MACC Act

 

The main offences under the MACC Act are:

 

1. a) Soliciting or receiving gratification

• any person who solicits or receives or agree to receive (for himself or for any other person) or 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;
• any person accepts or obtains, or agrees to the same, any gratification as an inducement or reward for doing or forbearing to do, any act in relation to his principal’s affairs or business, or for showing or forbearing to show favour or disfavour to any person in relation to his principal’s affairs or business commits an offence;

 

1. b) Offering or giving gratification

• any person who 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 forbone to do the same in relation to his principal’s affairs or business, or for showing or forbearing to show favour or disfavour to any person in relation to his principal’s affairs or business;

 

1. c) Intending to deceive

• 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;

 

1. d) Using office or position for gratification (abuse of position);

 

 

 

1. e) Failing to report when offered bribery

• Any person to whom any gratification is given, promised or offered in contravention of MACC 2009 shall report the same.

 

Upon section 17A of the MACC Act coming into effect, a commercial organization commits an offence if a person associated to the commercial organization corruptly gives, agrees to give, promises or offers to any person any gratification whether for the benefit of that person or another person with intent.

• to obtain or retain business for the commercial organization; or
• to obtain or retain an advantage in the conduct of business for the commercial organization.

Where an offence is committed by a commercial organization, a person-

• who is its director, controller, officer or partner; or
• who is concerned in the management of its affairs,

at the time of the commission of the offence, is deemed to have committed that offence unless the person proves that the offence was committed without his consent or connivance and that he exercised due diligence to prevent the commission of the offence as he ought to have exercised, having regard to the nature of his function in that capacity and to the circumstances.

 

Section 17A(6) of the MACC Act defines a person associated as a director, partner, an employee or a person who performs services for or on behalf of the commercial organization.

 

In relation to anti-bribery and corruption, FM Media requires all Associated Persons to:

• Act lawfully, ethically and in the public interest;
• Prohibit bribery and corruption; and
• Not tolerate illegal or unethical behavior by clients, suppliers or by public officials.

 

5. FM Media policy

 

1. a) Anti-bribery and Corruption

 

All Associated Persons are not permitted to pay, offer, accept or receive a bribe in any form. Associated Persons are strictly NOT allowed to:-

• Offer, pay or give anything of value to any parties in order to obtain business or anything of benefit to FM Media.
• Act illegally including bribes, blackmail, inducements, secret commissions, other rewards and similar improper actions.
• Attempt to induce any parties to do something illegal, unethical and permit any parties to violate the rules.
• Give some advantage inconsistent with law and wrongful or unlawful use of official position to procure some benefit or personal gain.
• Corruptly give, promise or offer to any person gratification with the intent to secure business or an advantage for FM Media.
• Offer, give, receive or solicit, directly or indirectly, anything of value to influence improperly the actions of another party.

 

 

1. b) Conflicts of Interest

 

Conflicts of interest occurs when an individual or organization is involved in multiple interests, one of which could possibly corrupt, or be perceived to corrupt, the motivation for an act in another. A conflict of interest may be actual, potential or perceived and may be financial or non-financial.

 

It is the responsibility of FM Media and all Associated Persons, that any ethical, legal, financial or other conflicts of interest be avoided and that any such conflicts (where they do arise) do not conflict with the obligations to FM Media.

 

FM Media requires all Associated Persons to:

• Avoid any situation or activity that compromises, or may compromise, their judgement or ability to act in the best interest of FM Media.
• Avoid being in a position where their personal interests are in conflict (or could be in conflict) with the interests or business of FM Media.
• Avoid engaging in activities that will bring direct or indirect profit, commercial or business advantages to the FM Media’s competitor.
• Avoid acting in ways that may compromise FM Media’s legality.
• Identify and disclose any conflicts of interest.
• Carefully manage any conflicts of interest.

1. c) Gifts, Hospitality and Travel

 

Offering or receiving any gifts, hospitality and sponsored travel that may be perceived to unfairly influence a business relationship must be strictly avoided at all time. They should only be provided and received where they are appropriate, consistent with reasonable business practice, and would not be perceived to have any improper influence on the recipient.

 

All Associated Persons should use good judgment in offering or receiving the above-mentioned. In determining whether a specific gift item lies within the bounds of acceptable business practice, Associated Persons are encouraged to discuss the issue with the management.

 

All Associated Persons must not request, accept, offer or provide gifts or hospitality designed to induce, support or reward improper conduct in connection with any business or anticipated future business involving FM Media.

 

Associated Persons must never avoid their obligation to report or seek approval for any business gift by paying personally for it in circumstances where they would otherwise be required to report and/or seek approval for it.

 

All giving of Gifts, Hospitality and sponsored Travel must get necessary approval from the management.

 

All receipt of Gifts, Hospitality and sponsored Travel must be declared to the management via email within 48 hours of receiving it or as soon as practically possible thereafter. All declaration must be made in the Associated Persons’ best interests.

 

In addition, when giving and/or receipt of Gifts, Hospitality, sponsored Travel or any other benefit directly or indirectly to or by the Associated Persons, the Associated Persons must make sure that it:

• is aimed at nothing more than general relationship building;
• could not be perceived as an attempt to gain influence in respect of any particular matter;
• is lawful in the country in which made.

 

1. d) Donations and Sponsorships, including Political Donations

 

Associated Persons may only make or receive a charitable donation provided it has been subject to due diligence and management approvals and is appropriate in all the circumstances. No political donations or payments may be made.

 

Donations can only be made if:

• they are made in accordance with all legal requirements.
• they are not made to secure any improper business or other advantage.
• they do not create the appearance of impropriety or a violation of any local country legal requirements.

1. e) Facilitation payments

 

“Facilitation” or “Grease” payments are strongly prohibited in FM Media.

 

1. f) Record-keeping

 

FM Media believes on the importance of maintaining proper and complete records of all payments made to Associated Persons in the usual course of business as these would serve as evidence that such payments were bona fide, and not linked to corrupt and/or unethical conduct.

 

All accounts, invoices, documents and records relating to dealings with Associated Persons should be prepared and maintained with accuracy and completeness.

 

Employees must declare all hospitality or gifts accepted or offered, and submit details to the person in-charge who is assigned by the director/s of FM Media for recording into a register which will be subject to internal audit review.

 

Employees must also ensure that all expense claims relating to hospitality, gifts or expenses incurred to Associated Persons are approved by the director/s of FM Media and must be specifically recorded the reason for such expenditure.

 

5. Where to find help/ reporting channel

 

To encourage openness and transparency and in order to facilitate the reporting of potential or suspected violations of FM Media Policy or applicable laws, regulations or professional standards, including those relating to anti-bribery and corruption, FM Media has established an accessible and trusted whistleblowing channel, to raise concerns in relation to real or suspected corruption incidents or inadequacies.

 

FM Media will not permit retaliation of any kind against any Associated Persons for making good faith reports about actual or suspected violation of this Policy.

 

If Associated Persons become aware of any actual or suspected breach of this Policy, they must report this to the mentioned whistleblowing channel via speaktous@fmmedia.com.my immediately. The Employees in FM Media are not permitted to ignore, or fail to report, any suggestion of a bribe.

 

Proper investigation will be taken in place followed by appropriate action taken (if any).

The matters which may be reported under the Whistleblowing Policy include (but are not limited to):

• concerns about bribery and corruption.
• concerns about any other criminal activity or failure to comply with legal obligations.
• concerns about any conduct likely to damage FM Media’ reputation.
• concerns about possible money laundering or sanctions breaches.
• the deliberate concealment of any of the above matters.

If any of the relevant parties has any doubts or queries with regard to the application of this Policy, the relevant party may also contact the whistleblowing channel via speaktous@fmmedia.com.my.

 

Note: Failure to comply with this Policy may lead to Employees being subject to disciplinary action, up to and including dismissal.

 

6. Further clarifications

Should you require further clarification with regard to this Policy, you should consult with the management. Alternatively, you can email your queries to speaktous@fmmedia.com.my.

 

7. Independent Audit

FM Media shall from time to time commission an independent audit on the Policy and applicable procedures and will update this Policy pursuant to the findings.

 

8. Policy Review

The Management reserves the right to amend, modify, suspend or terminate this policy at any time, with or without notice.