Anti-Bribery Policy - Governance

ANTI-BRIBERY & Corruption POLICY

The Behn Meyer Group has ratified the Anti-Bribery and Corruption Policy that is applicable to all employees and business associates that do work for or on behalf of the group. This policy applies to all our operations globally, within and beyond national borders, and is meant to be read and understood in tandem with the local laws and industry regulations that may apply.

ABOUT THE ANTI-BRIBERY AND CORRUPTION POLICY
i. INTRODUCTION
The Behn Meyer Group is committed to doing business ethically, which means free from bribery and corruption and in total compliance with the law. Therefore, the company adopts a zero-tolerance policy towards bribery and corrupt activities in all its shapes and forms. To this end, this Anti-Bribery and Corruption Policy has been drafted as a guide for our global group of companies.

This policy shall apply to all employees, directors as well as current and future business associates of the Behn Meyer Group and their representatives, even outside of working hours.
Applicable Local Law

This is a general policy that applies across the Behn Meyer Group. However, as the laws on bribery and corruption may vary from country to country, the policy incorporating the enacted laws of each country is available separately. Where there is any conflict between this policy and any local law or policy, the latter shall prevail.

For the comprehensive policy of each country:

Malaysia
https://www.behnmeyer.com/behn-meyer-abc-policy-my
Indonesia
https://www.behnmeyer.com/behn-meyer-abc-policy-id
Singapore
https://www.behnmeyer.com/behn-meyer-abc-policy-sg
Vietnam
https://www.behnmeyer.com/behn-meyer-abc-policy-vn

Thailand
https://www.behnmeyer.com/behn-meyer-abc-policy-th
ii. PURPOSE
This policy describes the Behn Meyer Group’s anti-bribery and corruption commitments. It spells out the responsibilities of all Behn Meyer Group employees, directors and business associates in dealing with bribery and corruption at Behn Meyer. Everyone has the obligation to understand and follow this policy, and even ensure that others do so as well.
iii. PENALTY FOR NON-COMPLIANCE
Any employee or director of the Behn Meyer Group who violates this policy or helps someone else violate it may be subject to disciplinary action, which may include dismissal and civil action for any losses incurred by the company.

If a business associate is found to be in violation of the same, the business relationship may be terminated, and civil action may be taken for any losses incurred by Behn Meyer.

The Behn Meyer Group may also report any violations of the law to the authorities.
iv. COMPLIANCE COMMITTEE
The Compliance Committee is a team of employees appointed by the Behn Meyer Group Board of Directors to ensure that this policy is enforced across all our operations. They have the responsibility of:

Establishing and maintaining the Anti-Bribery and Corruption Policy;
Answering any questions regarding the policy;
Representing the company when dealing with regulatory authorities;
Taking action to deal with violations of the policy; and
Reporting to the Board of Directors in all matters.

The Compliance Committee shall comprise individuals who have demonstrated their expertise for the role and are free of conflicts of interest when carrying out their duties.
v. MAINTAINING PROPER RECORDS
Everyone has the responsibility to keep a paper trail (or paperwork) of the things described in this policy, especially where decisions are made and money is involved. This includes financial and non-financial activities, policies and procedures, agreements, declarations or undertakings, meeting minutes, operational data, plans, analyses, spreadsheets and forecasts. Financial transactions, in particular, must be properly and accurately recorded and all book entries supported with proper documentation.

When requested by the Compliance Committee or by the company’s central depository, they must be able to present this paperwork within a reasonable timeframe. The respective heads of departments have the additional responsibility to conduct periodic checks to ensure that records have been kept in a proper manner.

Confidential or sensitive paperwork must be kept in a confidential and secure place that is only accessible to designated employees. If any paperwork is to be destroyed, it must first be approved by the head of department, and then destroyed in a lawful way.
vi. REVIEW & REVISIONS
The Compliance Committee will review and update this policy at least once every 3 years to ensure it is effective, relevant and up to date. Everyone is expected to comply with any future changes that are made to this policy.
vii. QUERIES & FEEDBACK
Any queries regarding this policy or suggestions for improvement may be sent to the following e-mail address:

Malaysia
antibribery@behnmeyer.com.my (Compliance Committee)
Indonesia
antibribery@behnmeyer.co.id
Philippines
antibribery@behnmeyer.com.ph
Singapore
antibribery@behnmeyer.com.sg
Vietnam
antibribery@behnmeyer.com.vn
*The contact details for other countries will be listed here as they are made available.
1. ETHICAL PRACTICES AND COMPLIANCE WITH THE LAW
All employees, directors and business associates of the Behn Meyer Group are required to obey all local and international laws as well as industry standards in relation to:
Anti-bribery and corruption;
Competition;
International trade;
Employment, child protection and labour;
Immigration;
Environmental protection;
Data privacy;
Occupational safety and health; and
Human rights.

Everyone has the responsibility to obey these laws and industry standards wherever they operate globally. Our business associates are to ensure that they have obtained and maintained all required licenses, permits and exemptions as required to do business, and on top of that comply with our standards, controls, policies and procedures, including this one.

We require everyone doing work for or on behalf of the Behn Meyer Group to conduct themselves with the highest standards of integrity. They must not misrepresent or cause any misrepresentation to the Behn Meyer Group in any way.
2. ANTI-BRIBERY AND CORRUPTION COMMITMENT
The Behn Meyer Group does not allow for any form of bribery or corrupt activities.

What is bribery? Anything that is offered in order to influence a decision, whether in person or through a third party, is considered a bribe.

All employees, directors and business associates under the Behn Meyer Group are prohibited from engaging in any form of bribery. Our business associates must also be clear of any convictions or suspicions involving bribery, corruption or fraud, and further ensure that they have their own methods of dealing with bribery and corruption within their companies and dealings. If any of their representatives is found to have been convicted or subject to investigation, enquiry or enforcement, they must make a declaration to the Compliance Committee immediately.

The Behn Meyer Group will not punish anyone who refuses to pay or receive bribes or engage in corrupt activities, even if it results in us losing business.
3. CONFLICTS OF INTEREST
All employees, directors and business associates of the Behn Meyer Group must act in Behn Meyer’s best interest rather than their own interest or the interests of a third party (such as a family member) when they represent Behn Meyer.

What is a conflict of interest? A conflict of interest is a situation in which one’s personal relationship may cause the appearance that biased or unfair treatment may be given out due to the nature of that relationship, leading to the undermining of the company’s interest or the company being placed in a disadvantageous position.

The Behn Meyer Group prohibits any employee or director from engaging in any activity that may come into conflict with the company’s business interests, negatively affect its reputation or relationship with others, or interfere with the individual’s duties as an employee or director of the Behn Meyer Group. All employees and directors must not use their positions, influence, company assets or resources for their personal gain or the improper benefit of others.

Examples

While it is not possible to list every situation that represents a conflict of interest, the following can be used as a guide:
Participating in outside businesses or engaging in other employment either on a full-time or part-time basis, thus affecting your job performance.
Becoming a part of any profit-driven organisation outside the Behn Meyer Group without prior approval of the Managing Director.
Having a family member who is a part of a company that competes with Behn Meyer, or may deal with Behn Meyer in the future.
Owning shares of a company that competes with Behn Meyer, or may deal with Behn Meyer in the future.

While some of these actions may not be wrong in essence, the impression of a conflict of interest itself is often enough to cause disharmony and dissatisfaction among the other parties involved.

Declaration

Conflicts of interest are risk areas where bribery or corrupt activities may arise. Therefore, precautions and concrete actions must be taken to avoid any actual or perceived conflicts of interest.

When it cannot be avoided, the conflict of interest must be declared and made known to:
The Human Resources Department and any two (2) Directors of the relevant company, for employees;
The Human Resources Department and Board of Directors, for the Managing Director; or
The Compliance Committee, for business associates.

Declarations of conflicts of interest for employees and directors of the Behn Meyer Group should be made whenever a new conflict of interest arises using the Conflict of Interest Declaration Form, which can be found on the Intranet. Additionally, all employees are required to complete the form annually, regardless of whether or not any new conflict of interest has come up.

If you are unsure if you have a conflict of interest or not, you should ask your reporting manager, director or the Compliance Committee for clarification. Of course, it is best to be on the safe side and declare any grey areas, just in case.

Business associates are required to cooperate with the Behn Meyer Group when further steps are required to be taken in order to eliminate or to mitigate a conflict of interest.
4. FACILITATION PAYMENTS
The Behn Meyer Group prohibits any form of facilitation payments, even in places where this may be considered a “normal practice”.

What is a facilitation payment? A facilitation payment is anything offered to an officer to prioritise a request over others, or to motivate the officer to do their job.

The only exception to this rule is when a person’s life, safety or freedom is in danger. In this situation, the facilitation payment must immediately be reported to the Compliance Committee, who must then keep a record of the incident, and then investigate the matter before reporting it to the Board of Directors. If necessary, a report shall also be made to the relevant authorities.
5. GIFTS & ENTERTAINMENT
The Behn Meyer Group is generally against giving or receiving gifts and entertainment. However, we recognise that there are times where they may be acceptable.

The risk of giving or receiving gifts or entertainments is when it appears as if the giver is asking for special treatment, especially when it involves people that we have business dealings with. Whether in person or through a third party, on or off the job, gifts and entertainment should only be given out with the understanding that these must not appear to influence business decisions in any way.

Gifts and entertainment that are deemed as not given to influence a director’s or employee’s performance of duties include normal business courtesies, such as meals or reasonable entertainment, token gifts, souvenirs, occasional gifts of nominal value or gifts given during festive or special occasions, from work or social functions.

Gifts and entertainment also include any hospitality, travel, discounts or other benefits that may be given or received by employees or directors of the Behn Meyer Group. When it is possible to share (such as a gift basket), it should be shared among the other employees.

Public Officials

Everyone has the responsibility to be extra vigilant with gifts and entertainment given or received when it involves public officials (governmental representatives or representatives from regulatory authorities) as well as their family members.

Declaration

Any gift or entertainment received by an employee, director or business associate of the Behn Meyer Group must be declared using the Gift Declaration Form or Entertainment Declaration Form and submitted to their reporting manager as well as the Compliance Committee.

Gifts and entertainment should not be sent or received at any employee’s, director’s or business associates’ house or by their family members. If this happens, it should be brought immediately to the office and declared to the Compliance Committee.

If the reporting manager or Compliance Committee decides that the gift or entertainment received is not appropriate, it should be returned with a polite explanation of Behn Meyer’s policy. Pre-approval should be obtained from the reporting manager or Compliance Committee if an abnormally large gift or entertainment is anticipated to be given or received. Of course, this is subject to approval at the discretion of the reporting manager or Compliance Committee.

The only instance where declarations of gifts and entertainment given are not necessary is if you have submitted a claim for their cost.

Business Travel

Whenever a trip is necessary for the completion of a job, any travel or hospitality should be arranged on a company-to-company level. The amount spent on the trip, including accommodation, flights and meals, should be reasonable for the trip, and should not include any allowances for extended sightseeing or travel, or any third party who are not directly involved in the business.

If possible, the itinerary for the trip should be exchanged beforehand so that any arrangements can be pre-approved by the respective head of department and Managing Director.

Social & Leisure Activities

While infrequent, the company recognises that social or leisure activities such as golfing or karaoke sessions with customers or prospective customers may occur. Pre-approval for such events must be obtained from the Managing Director beforehand.

Festive Gifts

During festive seasons, it may be customary for monetary gifts to be given out to family members of customers or potential customers for well-wishing. In such situations, the Behn Meyer Group adopts a general no-gifts policy. However, if the circumstances make it difficult to reject a festive gift, it should be accepted and a declaration should be made immediately, and the gift brought to the office premises to be shared. If the gift is overly expensive or extravagant, it should be rejected with a brief explanation of Behn Meyer’s policies.

Borrowing & Lending Money

The Behn Meyer Group strictly prohibits the lending or borrowing of money by employees or directors to or from business associates (excluding banks).
6. DONATION & SPONSORSHIP
When giving a donation or sponsorship for or on behalf of the Behn Meyer Group, there should be a good reason for it to be given out.

The head of department and Managing Director should provide the final approval for any donation or sponsorship, after it has been confirmed that there is no conflict of interest involved, especially in regards to ongoing business deals. If there is an ongoing business deal associated with the donation or sponsorship, the Managing Director and Compliance Committee should be notified.

Verification must be conducted to ensure that such contributions are permitted by the law before they are made. After the donation or sponsorship has been made, records must be kept of the contribution, along with proof of the event or item sponsored.

Where public officials or political parties are involved, contributions of any kind are strictly prohibited without the approval of the Board of Directors.
7. INTELLECTUAL PROPERTY, ASSETS & CONFIDENTIAL INFORMATION
All employees, directors and business associates of the Behn Meyer Group are required to protect and maintain assets belonging to the Behn Meyer Group when they have been entrusted to their care. Any damages or losses of assets must be reported immediately to the company, and compensation for losses incurred where deemed appropriate by the company is expected.

Intellectual property belonging to the Behn Meyer Group must similarly be kept safe and confidential. Intellectual property includes trade secrets, policies and procedures and other confidential, proprietary and sensitive information.

Additionally, business associates are prohibited from making or circulating any public statement relating to its dealings with the Behn Meyer Group without Behn Meyer’s prior written consent. This includes making reference to the Behn Meyer brand for advertising, branding or marketing purposes.

The obligations of confidentiality shall extend beyond the expiration or termination of an agreement or business relationship with the Behn Meyer Group.
8. SECRET PROFITS, PAYMENTS OR DISCOUNTS
Commissions, introducer fees, discounts or other similar payments or benefits shall be based on the terms and conditions of employment with the Behn Meyer Group.
9. PROCUREMENT
The procurement process (meaning the process of choosing a supplier or vendor) should be conducted in an efficient, transparent and non-biased manner, where any persons with possible conflicts of interest is removed from the decision-making process.

Quotations

The department conducting the procurement should, whenever possible, obtain 2 or more quotes for a product or service. This is not required for unique products or services where it is not possible to obtain multiple quotes.

Due Diligence Checks

The business associate who provides the lowest quote may not necessarily be the one selected. Heads of departments have the responsibility to conduct due diligence checks to ensure that the most suitable business associate is selected to provide goods or services to the company.

Due diligence checks should be conducted based on the Procurement Due Diligence Checklist, which can be found on the Intranet.

As part of the due diligence check, the head of department should check on whether or not the business associate has established adequate and appropriate anti-bribery and corruption procedures, and that they do not have a track record of bribery or corrupt activities that could come back to negatively affect Behn Meyer. This may involve interviewing and requesting for documents from the business associate.

If any issues have been raised during the check, it should be brought up to the Managing Director to be resolved. If the issues cannot be resolved, a different business associate should be selected, and a new due diligence check conducted before they can be selected.

Once the Due Diligence Checklist is completed, it must be signed and dated, then kept in a secure manner along with all its supporting documents, including:
Completed Procurement Due Diligence Checklists;
Due diligence checks/documents (including conflict of interest checks) for business associates;
Signed declarations from business associates pursuant to the Code of Ethics for Business Associates; and
Invoices, receipts, approvals, minutes, purchase orders and other documents regarding payments.

Ongoing Transactions & Projects

For ongoing transactions or projects, business associates who have been selected should be periodically monitored by the respective department for bribery and corrupt activities. Employees should continuously communicate and engage with the business associates who represent them to ensure that they have had frequent engagements with regulatory authorities. Where possible, employees should obtain correspondences of their business associates with these regulatory authorities.

Where long-term business relationships are concerned, verification and periodic monitoring should be conducted by the heads of departments to ensure that the business associate remains in compliance with this policy as well as the laws that are in force.

Business associates of the Behn Meyer Group may be subject to inspections, audits and risk assessments as part of the company’s due diligence checks, which shall include assessments on transactions and projects before a formal agreement is signed or established. These checks are carried out at the discretion of the Behn Meyer Group, and we require our business associates to cooperate with any such checks by our representatives.

Low-risk Procurements

Any goods procured through an online selling platform, such as Amazon, Lazada or Shopee, or any business associate who has been determined as low risk by the company is not required to go through due diligence checks.
10. DEALINGS WITH EXTERNAL PARTIES
Dealings with external parties, such as regulatory authorities, business associates or customers must be conducted in a transparent manner that is free from external influence.

In accordance with the Behn Meyer Group’s anti-bribery and corruption obligations, we require that our business associates adopt our anti-bribery and corruption policy when representing or acting on behalf of us. This includes:

Cooperating with any requests for documents, including anti-bribery controls;
Reading, understanding and complying with the Behn Meyer Group’s policies and procedures relating to anti-bribery and corruption, including the Code of Ethics for Business Associates;
Immediately declaring any actual or potential conflicts of interest relating to Behn Meyer to the Compliance Committee;
Complying with all local and international law relating to bribery and corruption;
Escalating and immediately disclosing any actual, attempted or suspected violations of the Behn Meyer Group’s anti-bribery and corruption controls;
Keeping accurate and up-to-date records of their discussions or communications with regulatory authorities and other third parties;
Designing and building internal safeguards and controls to manage and prevent bribery and corruption within their ranks, including establishing their own anti-bribery policy; and
Communicating the Behn Meyer Group’s anti-bribery and corruption requirements to their employees and representatives.

Business associates of the Behn Meyer Group may be subject to inspections, audits and risk assessments at our discretion as part of our due diligence checks, which may include checks on transactions and projects before we sign or establish an agreement.
11. EMPLOYEE MANAGEMENT
The Board of Directors shall ensure that any salaries, increments, bonuses, incentives or benefits decided for employees of the Behn Meyer Group are decided in a fair, transparent and independent manner. Proper evaluations must be done transparently, following our policies and procedures, before employees are promoted or transferred, or when they face disciplinary processes.

Recruitment of new employees are to be conducted in accordance with the established policies, processes and procedures outlined by the Human Resources Department. Any potential conflicts of interest must be declared and resolved they are hired, and the Human Resources Department may additionally conduct background checks on successful candidates to ensure they are the best person for the role and have not been accused of any form of bribery or corrupt activities.
12. WHISTLEBLOWING
The Behn Meyer Group has established a Whistleblowing Policy to provide a secure and confidential way of reporting any suspicions or concerns of improper conduct at Behn Meyer. Improper conduct includes, but is not limited to:

Breaking the law;
Harassing or endangering others;
Causing damage to the environment;
Failing to act professionally;
Abusing one’s position, influence or access at Behn Meyer; and
Deliberately concealing any of the above.

Anyone who has any genuine concerns or suspicions regarding any improper conduct, especially involving bribery or corruption, can make a report. This can be done in person through the Compliance Committee or anonymously through the following email address:

Malaysia
whistleblower@behnmeyer.com.my (IT Director and HR Manager)

Indonesia
whistleblower@behnmeyer.co.id
Singapore
whistleblower@behnmeyer.com.sg
Vietnam
whistleblower@behnmeyer.com.vn
*The contact details for other countries will be listed here as they are made available.
Anonymous Reports, Protection & Support

The Behn Meyer Group accepts anonymous reports and will investigate all reports, anonymous or named, with equal seriousness. That said, whistleblowers are encouraged to include their names and contact details as this will assist us in conducting a thorough investigation.

We commit to safeguarding the identity of the whistleblower and the report made – it will only be made known to the people involved in the investigation and the authorities on a need-to-know basis. In a situation where the investigation cannot proceed without the whistleblower, they may be asked to attend hearings as a witness, and shall be offered reasonable protection against retaliation, regardless of the outcome of the investigation. For employees and directors of the Behn Meyer Group, this includes protection against harassment, demotion, dismissal or any disruption to their promotion, remuneration, benefits or allowances. Any individual who threatens this protection may be subject to disciplinary actions.

Our Procedures

When a whistleblower report is received, anyone with a conflict of interest is excluded from the next steps, especially if they are the person being reported.

The report is sent to the Managing Director or another director, who will decide whether or not to open an investigation, depending on gravity of the issue raised, the credibility of the concern, the verifiability of the issue and whether or not any supporting documentation or evidence has been submitted along with the report.

If an investigation is opened, an independent team will be in charge of investigating the matter under an assigned timeline. At the end of the investigation, the Board of Directors will review the final report and decide on any further actions to be taken.

Record Keeping

The Behn Meyer Group requires the keeping of accurate, timely and reliable records of any query or suggestion made pursuant to the Whistleblowing Policy.

Whistleblowing reports, investigation papers, documents and related meeting minutes are to be treated as confidential or sensitive reports and must be kept in a confidential and secure facility that is accessible only to individuals involved in the investigation.

Bad Faith Reports

If a report has been made in bad faith (without any reason to believe that the accusation is true or to bring up petty complaints), the individual making the report may be subject to disciplinary actions.

Download General Policy

Full policy available for download: