Integrity Policies for Business Partners and Third Parties

Integrity Policies for Business Partners and Third Parties

Anti-Corruption, Anti-Bribery & Integrity Policy for Business Partners and Third Parties

1. Policy Statement

At Rohde & Schwarz, we are committed to conduct our business professionally and with integrity, as well to curb all forms of bribery and corruption.

We take a zero-tolerance approach to bribery and corruption, regardless of the amounts involved and at all level of the organization as well as third-parties that we are dealing with.

We vigorously oppose bribery and other forms of corruption by:

a. Never offering, promising or giving anything of value to a government official or anyone else in order to gain a business advantage

b. Refusing to accept bribes or kickbacks and notifying the Head of Department and Local Compliance Referent if they are offered

c. Keeping accurate and complete records so that all payments are honestly detailed and Company funds are not used for unlawful purposes

d. Conducting appropriate due diligence on all third-party providers

e. Reporting any concern about a potentially improper payment including facilitation payment

2. Applicability

This policy is applicable to any individual or organization that an employee shall come in contact with in the course of work or engagement with the Company and includes existing clients, potential clients, suppliers, distributors, vendors, service providers, agents, advisers, business associates and government / regulatory bodies including their advisors, representatives and officials, politicians and political parties.

3. Third-Parties Responsibilities

a. Third- Parties dealing with the Company must read and understand the requirements under this policy together with Law and Definitions of MACC 17A in Appendix 1 and must at all times adhere with the terms and conditions contained herein.

b. Third-Parties are responsible to prevent, detect and report corruption of all those working for us or under our control and to avoid any activity which may lead to, or suggest a breach of any term in this policy.

c. Third-Parties are to immediately notify Local Compliance Referent or write to if you become aware or suspect of corrupt practices or have reason to believe that a breach of any term of this policy has happened or is likely to take place.

4. Sanction for Non-Compliance

a. The Company regards bribery and corruption as a serious matter. Non-compliance may result in, among others, termination of the Company’s contract with you being third parties.

b. The Company shall notify the relevant regulatory authority if any identified bribery or corruption incidents have been proven beyond reasonable doubt.

c. Where notification to the relevant regulatory authorities have been done, the Company shall provide full co-operation to the said regulatory authorities, including further action that such regulatory authority may decide to take against third parties.

Appendix 1

Law and Definitions (MACC 17A)

1.0 Section 17 A of the MACC Act clearly stipulated that commercial organizations are also liable and can be punished if their employees or associates are involved in corruption. The commercial organization could be considered guilty based on whether its top management or its representatives are aware of the corruption committed by their employee or associates.

1.1 “Gratification” under Section 3 of the MACC Act may refer to any:
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).

1.2 “Bribery” is the 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 organization. Bribery may be ‘outbound’, where someone acting on behalf of the Group 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).

1.3 “Corruption” is defined primarily as any action which would be considered as an offence of giving or receiving ‘gratification’ under the MACC Act, but its scope is wider than bribery and the offer or receipt of gratification. Corruption can also include acts of extortion, collusion, breach of trust, abuse of power, trading under influence, embezzlement, fraud or money laundering.

1.4 Under the MACC Act, if any person associated with the Company (including an Employee) commits any of these offences, the Company is deemed to have committed the offence.
a. An associate under the MACC Act refers to a director, partner, employee, or one who performs services for/on behalf.
b. However, this definition is non-exhaustive and include third-parties with whom the organisation has, or plans to establish, some form of business relationship.
c. This includes counterparties and business partners, such as clients, customers, joint ventures, joint venture partners, consortium partners, outsourcing providers, contractors, consultants, subcontractors, suppliers, vendors, advisers, agents, distributors, representatives, intermediaries and investors.

1.5 According to Section 17A (2) the legal implications of this crime include:
a. a fine of 10 times the value of the gratification (whereby the minimum fine is one million Ringgit Malaysia (RM1 million)); or
b. Imprisonment sentences up to twenty (20) years; or
c. both.