Anti Bribery and Corruption

Introduction

Cross Light Capital (known as “Cross Light Capital” and/or the “Firm”) has adopted a zero tolerance approach towards all forms of bribery and corruption. We are committed to ensure the effectiveness and efficiency of our anti-bribery and anti-corruption policies. Our Firm’s core values of Integrity, Teamwork, Excellence, and Strong Alignment of Interests are embedded into our Anti-bribery and Anti-corruption (“ABC”) Policy which serves as a guide to our staff, including the Board of Directors. The policy aims establish a corporate culture of zero tolerance to all forms of bribery and corruption and to minimize corruption risk and avoid potential bribery and corrupt practices when dealing with our clients and business associates that may arise throughout their course of employment with Cross Light Capital.

The Firm’s ABC’s policies are guided by the Malaysian Anti-Corruption Commission Act 2009 (“MACC Act”), MACC (Amendment) Act 2018, and the Prime Minister’s Directive in respect of Integrity & Governance, along with any relevant laws, regulations and guidelines with regards to anti-bribery and anti-corruption in Malaysia. Following the amendment of the MACC Act, the Global Infrastructure Anti-Corruption Centre (“GIACC”) of the Prime Minister’s Department issued the Guidelines on Adequate Procedures (“GAP”).

The MACC (Amendment) Act 2018

The Anti-Corruption Commission (Amendment) Act 2018 was passed by the Senate of Malaysia on 5 April 2018. One of the major amendments is the introduction of section 17A. Modelled on the UK Bribery Act’s corporate offence, it penalizes commercial organizations for corrupt acts by associated persons, subject to a reasonable procedures defense. The legislation is widely drafted and supplements an already broad anti-corruption framework which criminalizes the offer and receipt of bribes in the public and private sectors. Since enforcement to date has focused on individuals, the new corporate offence represents an important tool for Malaysia’s domestic enforcement authorities.

The MACC (Amendment) Act 2018 introduces Section 17A(1) which establishes the corporate liability of commercial organizations for the corrupt practices of its employees and/or any person(s) associated with it, in order to obtain or retain business or gain or retain a business advantage.

Section 17A(1) – ‘A commercial organization commits an offence if a person associated with 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’.
Gratification refers to:
  • 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;
  • Any office, dignity, employment, contract of employment or services, and agreement to give employment or render services in any capacity;
  • Any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part;
  • Any valuable consideration or any kind, any discount, commission, rebate, bonus, deduction or percentage;
  • Any forbearance to demand any money or money’s worth or valuable thing;
  • Any other service or favor 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
  • Any offer, undertaking or promise, conditional or unconditional, of any gratification within the meaning of any of the preceding paragraphs (a) – (f).

Under Section 17A(2), ‘a commercial organization who commits an offence under the Act is liable to a fine, not less than ten (10) times the value of the gratification or RM1 million, whichever is the higher or imprisonment of not more than 20 years or both’.

As Cross Light Capital is a commercial organization, Section 17A(3) states that ‘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 that person proves that the offence was committed without his consent and that he exercises due diligence to prevent the commission of the offence.

Section 17A(4) goes on to state that ‘if a commercial organization is charged
it is a defense for the commercial organization to prove that they had in place adequate procedures to prevent
from undertaking such conduct’.

  1. Employees Obligations and Corporate Culture

    In line with Cross Light Capital’s zero tolerance approach towards all forms of bribery and corruption, Cross Light Capital’s employees are prohibited from paying facilitation payments, and accepting or receiving any gifts and/or entertainment from any other persons that may create a sense of obligation and/or compromise their professional judgement, or may create the appearance of doing so. Our employees must also avoid situations in which their personal interests could jeopardies their professional obligations or duties and should not put themselves in a position whereby their said personal interest could potentially interfere with the objectivity in performing duties or exercising judgment on behalf of Cross Light Capital. On that note, and subject to exceptions provided in our Gift and Entertainment policy, our employees are also prohibited from accepting or offering gifts and entertainment from or to any clients or business partners without prior approval above a certain monetary value.

    The zero tolerance anti-bribery and anti-corruption statement applies to both Cross Light Capital’s dealings in the private and public sector entities, including their Directors, personnel, agents or any other appointed representatives.

  2. Commitment From Board of Directors and Senior Management

    The Board of Directors and the Senior Management of Cross Light Capital are responsible for establishing a culture of zero-tolerance towards bribery, and to ensure that there is an effective implementation of the anti-bribery and anti-corruption policies. The Board and Senior Management of Cross Light Capital will will create and insist on a corporate culture to support and enhance the stated ABC’s policies with a particular emphasis on enforcement and consequences of breaching the provisions of Cross Light Capital’s ABC program.

    A complete understanding of the culture of zero-tolerance towards the act of bribery and corruption within Cross Light Capital with the Board and Senior Management playing its crucial roles are essential to the continuous effectiveness of the program.

    Guided by the Directive issued by the Prime Minister’s Office to ensure an effective anti-bribery and corruption program, Cross Light Capital will practice the highest level of integrity and ethics, comply fully with the applicable laws and regulatory requirements on anti-bribery and corruption; and effectively manage the key corruption risks of Cross Light Capital.

  3. Framework for Assessment of Risks

    The framework used for the assessment of the risk with respect to anti-bribery and anti-corruption policy is an important tool. It allows Cross Light Capital to have a systematic view of potential risk and probable location of bribery and corruption. It can help the Firm with a clearer perspective on how best to design policies and procedures accordingly. The Person Responsible for Compliance shall monitor and implement a continuous system of risk assessment to effectively apply the Firm’s ABC policies.

    The Firm’s Risk Management team understands that it has a duty to ensure effective implementation of this program by identifying potential and/or real internal and external bribery and corruption risks within Cross Light Capital, and will continuously conduct risk assessments on the organization, and record and document these results to establish processes and controls to mitigate the risks. Its findings will be reported to the Compliance and Risk Management team, CEO and Board of Directors of Cross Light Capital.

  4. Policies and Procedures

    The substance of the anti-bribery and anti-corruption management system is developed by introducing policies, procedures and controls to mitigate the corruption risks within Cross Light Capital. These controls correspond to the risk assessment results and are used to minimize risks in areas which are identified as higher risk.

    1. The Integrity Person Responsible for Compliance
      As approved by Cross Light Capital’s Board of Directors, the Person Responsible for Compliance has been appointed to oversee and monitor the implementation of Cross Light Capital’s ABC program. The person will help create, administer and monitor CLC’s effort with respect to the Firm’s bribery and corruption practices.
    2. Entertainment and Gifts
      The act of gift-giving and hospitality can be considered to be part of general business and corporate culture and such actions are not generally viewed as corrupt. This is especially so during the festive periods. It is a generally accepted practice for companies to give small tokens of appreciation to the people they work with, or have business with, as a token of goodwill. As a general rule, our employees are prohibited from offering or accepting any gifts and/or entertainment above a certain monetary value and have to report any gifts. The Person Responsible for Compliance may consider the following:
      1. Reasonable in value;
      2. Infrequent in nature;
      3. Transparent in nature;
      4. Not given to influence or obtain unfair advantage; and
      5. Made from gestures that are presented in good faith
    3. Facilitation Payments
      Facilitation payments are ‘under-the-table’ payments made to secure, expedite or facilitate the carrying out of a routine governmental action by a public official, and not to obtain or retain business or any other disproportionate advantage. Cross Light Capital adopts a zero-tolerance approach that does not allow facilitation payments or kickbacks of any kind. Our employees are required to avoid any activity that might lead to any facilitation payments or kickbacks being made or accepted.
    4. Business Associates and Third Parties
      Business associates acting on behalf of Cross Light Capital, including our external providers such as our distribution partners and/ or advisors also poses risks of bribery and corruption to the Firm. As such, when we engage or deal with these business associates, we have the responsibility to ensure that these business associates are in compliance with or ABC’s policy. Generally we endeavor to have our contracts and agreements with business associates to include a standard anti-bribery and corruption clause which will enable Cross Light Capital to terminate all contract and agreements, in the event that an act of corruption by the business associates.
  5. Reporting and Review

    The Firm will ensure that regular reviews are conducted to assess the efficiency and effectiveness of our anti-bribery and corruption policies. The reviews shall form the basis of any efforts to further improve and omissions to the existing anti-bribery and corruption policies and controls that are in place.

    Any person who may have knowledge or information that a violation of this Policy has taken place may refer to the Person Responsible for Compliance to make a disclosure on said violation. Further information on how to make such disclosure is found in the Whistleblowing policies in the Firm’s Policies and Procedures Manual. With the enactment of the Whistleblowers Protection Act 2010 (WPA), the officers of a company or any other person who provides information as to the misfeasance or wrongdoing of any company or its directors are entitled to wider protection under the Act. The WPA applies generally to whistleblowers who disclose information relating to the wrongdoings in the private or public sector. The enactment of the WPA 2010 is part of the efforts taken by Malaysia to fulfil its obligations under the United Nation Convention against Corruption. Section 6 (1) WPA 2010 states that the whistleblower protection is only available to a person who makes a disclosure of improper conduct to any enforcement agency based on his reasonable belief that any person has engaged, is engaging or is preparing to engage in improper conduct. Section 2 WPA 2010 defines ‘improper conduct’ to mean any conduct which amounts to a disciplinary offence or criminal offence.

    Reporting of improper conduct requires details and information to assist investigations, and can be reported through the Firm’s reporting channels as follows:

    1. Email : [email protected]
    2. Letter In writing via a form and mailed or hand-delivered in a sealed envelope with the words Strictly Confidential, stating on the top left-hand corner of the envelope: “To be opened by the Addressee only” to:
      PERSON RESPONSIBLE FOR COMPLIANCE / Whistleblowing TEAM
      Cross Light Capital Sdn Bhd
      Unit 1110, Block A, Pusat Dagangan Phileo Damansara 2, 15 Jalan 16/11, Off Jalan Damansara, 46350 Petaling Jaya, Selangor Darul Ehsan, Kuala Lumpur, Malaysia
      OR
    3. Reporting to other relevant avenues external to Cross Light Capital, i.e. the Regulators or Law Enforcement Agencies
  6. Communication and Training

    The anti-bribery and anti-corruption policy must be appropriately communicated to all the Firm’s employees and business associates. These communications would encompass key points of the Policy (such as reporting channels, consequences of non-compliance), to whom these points should be communicated to, and how these should be disseminated. Cross Light Capital disseminates information about our commitment to zero-tolerance of bribery and corruption via multiple means to ensure maximum coverage of communication to our business associates and the public, which includes messages and banners displayed on Cross Light Capital’s website, as well as the client communications, emails, and/or letters to all clients, associates and partners in the normal course of doing business, contractual agreements between Cross Light Capital and our business associates and letters of offers or employment letters/contracts of staff including the quarterly disclosure and signing of by all our employees that they are aware of the firm’s ABC policies.

    Training is fundamental to obtaining the full commitment of directors, senior management and employees to this program and to provide employees with the skills needed to deal with situations in which they may encounter corruption. Our employees (including Board members) are required to undergo training on an annual basis, and further training will be provided to those whose level of bribery and corruption risk is higher due to their position within the company. The CFA Institute and the Securities Industry Development Corporation (SDIC) are institutions in which all staff members are encouraged to seek annual training from above and beyond our internal training.

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