Anti-bribery and Corruption Policy
Bribery and corruption remain a major issue in world trade, despite the many dedicated efforts to prevent them. Singapore adopts a zero-tolerance policy against corruption and the strict laws of Singapore against corruption affect us all if bribery occurs anywhere in our businesses, whether in Singapore or overseas.
Corruption and bribery are very damaging to the societies in which they occur. They divert money and other resources from those who need them most. They hinder economic and social development. They damage business, not least by increasing the cost of goods and services. Corruption may also lead to trade and procurement restrictions against the company, and sanctions against the individuals concerned.
We run our businesses with integrity. All of us must work together to ensure that they remain untainted by bribery or corruption. This policy is the core of that effort. It is my personal responsibility; it has the full support of our Board; and it is my commitment to make sure we follow it. But it needs the full support of you—our people—to make it work. In all our interests, I am relying on you to give it that support.
In this policy ‘we’, ‘us’, and ‘the Company’ means Sunseap Group and all its underlying companies.
If you have any questions on this policy, please contact our Chief Executive Officer (“CEO”), the President, the key office holders and/ or Heads of Departments.
This policy sets out the steps all of us must take to prevent bribery and corruption in our businesses and to comply with relevant legislation and Sunseap Group requirements.
2 What are bribery and corruption?
Corruption is the misuse of office or power for private gain. Bribery is a form of corruption. It means:
- giving or receiving of gratification (and this includes but is not limited to money, gifts, meals, entertainment or anything else of value);
- as an inducement to a person to do something which is dishonest or illegal; and
- in the course of doing business.
In other words, bribery is designed to make a person act wrongly to secure an advantage for the giver.
3 Who can be involved in bribery and in what circumstances?
Bribery and corruption may be committed by:
- our employees, officers or directors;
- anyone they authorise to do things on their behalf;
- our representatives and other third parties who act on our behalf;
- our suppliers; and
Bribery can occur in both the public and private sectors. The person receiving the bribe is usually in a position to influence the award or the progress of business, often a government or other public official.
4 The legal position on bribery
Bribery and corruption are criminal offences in most countries where we do business. Companies which operate in Singapore, including ourselves, are subject to international laws and various domestic laws, including the U.S. Foreign Corrupt Practices Act (as amended), the United Kingdom Bribery Act (as amended), Singapore Penal Code and Prevention of Corruption Act. Under the Singapore Prevention of Corruption Act, it is illegal:
- to pay or offer to pay a bribe;
- to receive or agree to receive a bribe;
- to bribe through an agent; and
- to bribe a foreign public official or any private sector party.
It does not matter whether the bribery occurs in Singapore or abroad. A corrupt act committed abroad may well result in a prosecution in Singapore or the USA or UK or all. Nor does it matter whether the act is done directly or indirectly.
5 Our position on bribery
Our position is simple. We conduct our businesses to the highest legal and ethical standards. We will not be party to corruption or bribery in any form. Such acts damage our reputation and expose us, and our employees, to the risk of fines and imprisonment. We take a zero-tolerance approach to bribery and corruption by our people and our third-party representatives.
Bribery may be more widespread in some countries, and business sectors, than others. In some cases, you may be told that unless we pay bribes we will not win business or be able to complete contracts. That does not matter. If we were to be involved in even one instance of bribery, we would have shown that we engage in such conduct. We do not.
6 Risks of not acting with integrity
Involvement in bribery or corruption carries many risks. Among them are:
- a company which pays or accepts bribes is not in control of its business and is at risk of blackmail;
- the Prevention of Corruption Act is one of the widest-ranging pieces of legislation in the field. It covers any corrupt act by a company in Singapore (and through its employees and agents) or a Singaporean (wherever it occurs);
- convictions for bribery may result in fines up to S$100,000 and or imprisonment for up to five or seven years (the latter if bribery involved public officials);
- any infringement of anti-bribery and corruption regulation will lead to a material breach of existing key agreements (e.g. power purchase Agreement, shareholding Agreement, financing Agreement, etc.), result in immediate termination and potentially incurring huge losses;
- a public exposure, or even allegation, of bribery would entail severe reputational damage. Our banking or supply facilities might be withdrawn or be available on much less favourable terms, and we could be blacklisted as an approved tenderer for both public and private sector contracts;
- the cost of our insurance cover could increase very significantly; and
- good people will not want to work for us.
7 Benefits of integrity
Equally, there are very clear benefits to acting with propriety. These include:
- We improve our competitive advantage and benefit from risk reduction, cost savings and in turn helping Company to achieve sustainable growth and becoming leaders of corporate citizenship;
- we increase our chances of being selected as a counterpart in both the public and private sectors. The established organisations of our large customers cannot deal with us unless we have an effective anti-bribery programme in place;
- we remain in good standing with our banks, our clients and own suppliers and they will want to keep doing business with us; and
- a business with high ethical standards is a good place to work. It promotes clear communication and lets us act with confidence.
8 What are indicators of bribery?
Common indicators of corruption include those listed below. There may well be others. For example:
- Payments are for abnormal amounts (e.g. commission), or made in an unusual way, e.g. what would normally be a single payment is made in stages, through a bank account never previously used, or in a currency or via a country which has no connection with the transaction;
- Process is bypassed for approval or sign-off of terms or submission of tender documents, payments, or other commercial matters; those whose job it is to monitor commercial processes (e.g. Internal Audit and External Auditors) may be prevented from or hindered in doing so;
- Individuals are secretive about certain matters or relationships and/or insist on dealing with them personally. They may make trips at short notice without explanation or have a more lavish lifestyle than expected;
- Decisions are taken for which there is no clear rationale; and
- Records are incomplete or missing.
9 Who is responsible for this Policy
The CEO and the President have overall responsibility for this policy. Head of Business Units have responsibility for it in their business units or regions. The CEO, the President, the key office holders and/ or Heads of Departments are responsible for ensuring that this policy is adhered to by all business units and regions.
10 Areas of specific risk
Certain areas of business are often at higher risk than others. These include:
Gifts and Entertainment:
This is covered separately in our Sunseap Group Employee Handbook. Please familiarise yourself with this.
These are also known as ‘grease’ payments. Usually they are small amounts paid to officials to provide goods or services to which we are already entitled, e.g. speeding up the grant of a licence or permit or delivering goods which we have ordered and paid for. In some cases, they may be larger, e.g. a significant amount is demanded to complete a project (e.g. the last mile of a motorway, or section of a major development).
Facilitation payments are common in many countries, particularly those where public officials are poorly paid. You may be told that this is normal practice and that we will be disadvantaged unless we do the same.
But please note that such payments are illegal under the Prevention of Corruption Act and under domestic laws in many other counties where we do business. Whatever their size, we do not offer or pay them. Facilitation payments would fall foul of the Prevention of Corruption Act, regardless of whether such payments were made in Singapore or overseas. If you are faced with a request, or a demand, for such a payment, please contact the CEO, President and the key office holders / Heads of Departments immediately.
Third party means any individual or organisation you come into contact with during the course of your work for us, and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties. We use external parties to help us achieve our business objectives. Whilst that use is important, and in some cases essential, it can involve significant risks. It is therefore the subject of a separate reporting procedure. Anyone who deals with third parties who act on our behalf must familiarise themselves with the following:
The following is a list of possible red flags that may arise during the course of you working for us and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only. If you encounter any of these red flags while working for us, you must report them promptly using the procedure set out in the whistleblowing policy:
- you become aware that a third party engages in, or has been accused of engaging in, improper business practices;
- you learn that a third party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a “special relationship” with foreign government officials;
- a third-party insists on receiving a commission or fee payment before committing to sign up to a contract with us, or carrying out a government function or process for us;
- a third-party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;
- a third-party request(s) that payment is made to a country or geographic location different from where the third party resides or conducts business;
- a third-party request(s) an unexpected additional fee or commission to “facilitate” a service;
- a third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;
- a third-party request(s) that a payment is made to “overlook” potential legal violations;
- a third-party request(s) that you provide employment or some other advantage to a friend or relative;
- you receive an invoice from a third party that appears to be non-standard or customised;
- a third party insists on the use of side letters or refuses to put terms agreed in writing;
- you notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided;
- a third party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us; and
- you are offered an unusually generous gift or offered lavish hospitality by a third party;
You should be aware that such contributions can be seen as bribes in disguise. We do not make donations to political parties. In certain countries, donations to political individuals and associations may be illegal. No individual is to make a donation stated to be, or which could be taken to be, on our behalf without the prior approval of the Board. You may, of course, make political donations in a personal capacity in accordance with relevant laws, but please be sensitive to how such contributions could be perceived, especially by those who are aware of your connection with the Company.
Bribes may even be disguised as charitable donations. Again, for that reason, donations we make are approved by resolution of the Board and recorded. Whilst individuals may of course make personal donations to charity so long as this is done in accordance with relevant laws, they should not do so on behalf of the Company without prior written approval from the Board.
11 Local circumstances
We understand that different parts of the world have different social and cultural customs. This does not affect our stand that we do not pay or accept bribes or act corruptly: we do not and will not. However, subject to that position, we understand the need to be sensitive to local customs. For example, there are cultures in which refusing or even failing to offer a gift is considered impolite and could alienate a key contact. In such cases, please refer to the CEO and President. The key office holders and/ or Heads of Departments are responsible for establishing variations to this Policy in their unit(s) OR territory subject to the agreement of the CEO and the President.
12 Exceptional circumstances
In some circumstances a payment is justifiable. If one of our people is faced with a threat to his or her personal safety or that of another person if a payment is not made, they should pay it without fear of recrimination. In such cases, however, the Board, CEO, the President, the key office holders and/ or Heads of Departments must be contacted as soon as possible. And prior to any payment, the payment and the circumstances in which it would be made, must be fully documented and reported to the Board, CEO, the President, the key office holders and/ or Heads of Departments for the business and region concerned. Consider carefully whether to involve the police. There may be cases where this will make the situation worse. If, on consideration, this appears to be the best course of action, always consult the Board, the CEO, the President, the key office holders and/ or Heads of Departments first.
Such cases will be rare. All our people visiting regions where they are more common should familiarise themselves, prior to travel, with current guidance relating to those countries. For general information on travelling to any particular country, please consult the latest information from the Consular services of the Ministry of Foreign Affairs.
13 Risk assessment
Risk in our business will vary by area. The key office holders and/ or Heads of Departments, are responsible for assessing the level of risk to which their business unit(s) or region(s) are subject, and, with the approval of the CEO and the President, putting in place any measures additional to those outlined in this policy they consider are required.
It is essential that we keep full and accurate records of all our financial dealings. Transparency is vital; false or misleading records could be very damaging to us. Under money laundering regulations our lawyers and accountants are obliged to report anything which appears to be irregular.
Everyone in the Company must observe this policy. It will count for nothing unless we do. Internal Audit will monitor it regularly to make sure it is being adhered to. In doing this, they act in the interest of our business, and it is therefore the responsibility of all of us to help them in this. All key office holders and/ or Heads of Departments, will report regularly to the CEO and the President on business unit and region compliance with this policy.
16 Your responsibility
Everyone in the Company is responsible:
- for reading and knowing the contents of this policy;
- for keeping full and accurate records of all cases where bribery is suspected; and
- for reporting cases where you know, or have a reasonable suspicion, that bribery has occurred or is likely to occur in any of our businesses.
17 What to do if you think something is wrong
Each of us has a responsibility to speak out if we discover anything corrupt or otherwise improper occurring in relation to our business. We cannot maintain our integrity unless we do that. If you discover or suspect corruption, whether:
- by another staff member;
- by a third party who represents us;
- by one of our suppliers or competitor; or
- by anyone else—perhaps even a customer seeking to get better terms from us
please report it to your reporting officer or key office holders or Heads of Departments and the Legal Department as soon as possible. If for any reason you cannot do this, please email our Audit Committee at email@example.com We will investigate all allegations of corruption immediately.
We take this Policy very seriously. Our reputation comes from the way we act. Anyone who pays bribes on our behalf will be subject to disciplinary action. Bribery has no place in our business. Equally, we will not penalise someone who loses business through not paying a bribe.
If in doubt about anything in this policy, do not hesitate to contact: The CEO, the President, the key office holders and/ or Heads of Departments.