Anti-Corruption Policy

1. Introduction

NTT DATA CORPORATION (“NTT DATA”), each Regional Headquarters and its subsidiaries (collectively “NTT DATA Group”) applies the principles and values set out in the NTT DATA Global Compliance Policy. In this regard, with the view of ensuring that NTT DATA Group is trusted and sustainable in the long term, iPay88 (M) Sdn. Bhd. (“the Company”) is committed to upholding high standards of business integrity, honesty and transparency in all its business dealings. The Company will comply with all applicable antibribery and anti-corruption laws and international good practice everywhere it operates or does business and will not become involved in any way in the offering, payment, soliciting or acceptance of bribes, kickbacks, or any other kinds of improper benefits, in any form.

This Policy applies to the Company and to all directors, officers and employees of the
Company (“Employees”).

All Employees are expected to:

  • Behave honestly, be trustworthy and set a good example;
  • Make sure that their behaviour complies with the policies and rules of NTT DATA Group and policies and rules of the Company;
  • Use the resources of the Company in the best interest of the Company, and not to misuse those resources;
  • Not pay or accept bribes or kickbacks, whether in the public or the private sector;
  • Make a clear distinction between the interests of the Company and their own private interests, and avoid possible conflicts of interest. The Company does not accept gifts, invitations or other advantages which could contradict this principle;
  • Ensure that they comply with all applicable anti-bribery and anti-corruption laws, including but not limited to the US Foreign Corrupt Practices Act (1977), the UK Bribery Act (2010), and other applicable local laws of the countries where NTT DATA Group does business;
  • Understand that bribery and corruption can have very serious consequences for the individuals involved and for NTT DATA Group. Bribery is a criminal offence in most countries. In addition, some countries, notably the US and the UK, have enacted anti-corruption laws which apply to the actions of individuals and companies even when they are outside the US or the UK. Violations of antibribery and anti-corruption laws can lead to fines and imprisonment for
    individuals, and severe financial penalties, reputational harm, and loss of business for NTT DATA Group; and
  • Report incidents, risks and issues which deviate from NTT DATA Group’s policies.

In accordance with these commitments, and to support the above behaviours, the Company has developed this Anti-Corruption Policy (“Policy”) for countering corruption and bribery.

If you have any questions about the interpretation or application of this Policy, please contact the Company’s legal team, compliance team or the CRO.

2. Application of this Policy

This Policy applies to the Employees of the Company. In addition, the Company expects all of its contractors and suppliers (“Suppliers”) as well as all of its business partners, agents, intermediaries, consultants, introducers, finders, political lobbyists, lawyers, tax advisers and other professionals (“Third Parties”) to comply with the prohibitions on bribery set out in this Policy.

The Company’s Board of Directors is committed to supporting this Policy. NTT DATA’s CRO has oversight of this Policy. The Company’s CRO is responsible for establishing and implementing this Policy.

This Policy applies to interactions with entities and individuals in the public and private sector, in any jurisdiction in which they operate. For the purposes of this Policy, “Government Official” should be given a broad meaning and includes any employee, agent or representative of a state-owned enterprise, government department, ministry or any public authority.

3. What is bribery?

NTT DATA Group prohibits bribery in any form to or from any person.

Bribery generally involves paying or offering to pay money or something of value to someone in business or in the public sector in order to obtain or retain a commercial advantage or to induce the recipient to act or reward the recipient for acting improperly. Bribery can also take place where the offer or payment is made by or through a third party.

Bribes and kickbacks therefore include, but are not limited to:

  • gifts, entertainment, hospitality, travel and accommodation expenses;
  • cash payments or cash equivalents (such as gift cards), whether by Employees or business partners such as Third Parties;
  • other ‘favours’ provided to Government Officials or customers, such as engaging in business with a company owned by a member of a Government Official’s or customer’s family; and
  • the uncompensated use of company services, facilities or property.

4. Prohibition of Bribery

4.1. Improper Payments, Kickbacks and Other Forms of Bribery

NTT DATA Group has a zero tolerance policy towards bribery and corruption. This prohibition extends to all NTT DATA Group’s business and transactions.

Employees are therefore strictly prohibited (whether acting in their own capacity or on the Company’s behalf) from:

  • offering, promising, giving or authorising, directly or indirectly, any bribe or kickback to or for the benefit of any person (whether a private individual or in public office) in order to obtain any improper business or other advantage for NTT DATA Group, for themselves, or for their family, friends, associates or acquaintances;
  • soliciting, accepting or receiving (whether for NTT DATA Group’s benefit, their own benefit or that of their family, friends, associates or acquaintances) any bribe or kickback from any person (whether in private or public office) in return for providing any improper business or other advantage;
  • otherwise using illegal or improper means (including bribes, favours, blackmail, financial payments, inducements, secret commissions or other rewards) to influence the actions of others; or
  • acting as an intermediary for a third party in the solicitation, acceptance, payment or offer of a bribe or kickback.

4.2. Facilitation Payments

Facilitation payments are generally small payments made with the purpose of expediting or facilitating the performance by a Government Official of a routine governmental action. Facilitation payments are typically demanded by low level and low income officials to obtain services. Facilitation payments are a form of bribery and are prohibited in most countries.

The Company prohibits facilitation payments. The Company also does not permit such payments to be made on its behalf, even if they are commonplace in a particular country.

5. Immediate Threat to Health, Life, Safety

On extremely rare occasions, the Company reserves the right to make payments in response to imminent threats to the health or safety of its Employees. Such payments may only be made where the person being asked to pay fears physical harm or imprisonment and there is no safe alternative to complying with the demand. Any such extortion payments must be reported immediately to the Company’s legal team, compliance team or to the CRO. By contrast, payments to prevent economic harm or the loss of business to NTT DATA Group or the Company, as opposed to physical harm, may be considered bribes and are prohibited by anti-corruption laws and this Policy.

6. Political and Charitable Contributions and Sponsorships

6.1. Political Contributions

The Company does not grant financial or other support to political parties and candidates or political campaign efforts, as this could be perceived as an attempt to gain an improper business advantage. In addition, no Employees may make such contributions on behalf of the Company, unless authorized in writing under the Company’s approval procedure and within the amount permitted under all applicable laws and regulations. However, Employees may exercise their personal right to participate in political and democratic processes.

6.2. Charitable donations and Sponsorships

Charitable donations and sponsorships can in some circumstances be used as a disguise for bribery, for example where a donation is provided to a ‘charity’ which is controlled by a foreign Government Official who is in a position to make decisions affecting the Company. Therefore, whilst community support and donations can be made (whether inkind services, knowledge, services exchange, or direct financial contributions), Employees must be careful to ensure through due diligence and transparency that charitable contributions and sponsorships made on behalf of NTT DATA Group or the Company do not constitute bribery. At a minimum, all charitable contributions must be:

  • made to a legitimate charitable organization for a proper purpose;
  • reasonable in nature and amount;
  • permitted under all applicable laws and regulations; and
  • properly documented.

Employees must contact the Company’s legal team, compliance team or the CRO if any customer, potential customer, or Government Official requests a charitable contribution or sponsorship.

7. Gifts, hospitality and sponsored travel

7.1. What are gifts, hospitality and sponsored travel?

Gifts are anything of value. They include, but are not limited to, cash; favours such as loans, accommodation, and hiring; presents such as flowers, confectionary or wine; and tickets to sports and cultural events which are given to an individual (rather than being used in a hosted business context). Hospitality includes invitations to meals, receptions, seminars, sports and cultural events hosted in a business context. Sponsored travel refers to circumstances where the Company pays the travel expenses (e.g. flights, accommodation, and living expenses) of individuals who are not its Employees.
(collectively, “Gifts”)

The Company and its Employee must not offer or accept Gifts to or from a person or organization where it could reasonably be interpreted that the purpose of the Gift was to gain or provide an improper advantage in the conduct of the business.

7.2. Entertainment

The term “Entertainment” means any courtesy, including, without limitation, gifts, hospitality and sponsored travel, generally of a social nature, extended or received within the scope of business relations. However, a problem may arise when such courtesies compromise, or appear to compromise, the ability to make objective and fair business decisions.

Entertainment are only permissible where they are reasonable according to normal and proper business practice, in accordance with this Policy and the Company’s Entertainment Policy (if any), and have met the criteria specified below:

  • they must be reasonable and not excessive;
  • they must be of modest value, both in isolation and when considered in the context of other Gifts offered to the same recipient;
  • they must be provided with the intent only to build or maintain a business relationship or offer normal courtesy, rather than to influence the recipient’s objectivity in making a specific business decision;
  • they should never be offered for something in return;
  • they must be permissible under all laws, rules, regulations, and policies that apply both to the giver and the recipient;
  • no Entertainment can be provided to a Government Official (see 7.4 below);
  • when dealing with the private sector, Entertainment must not exceed any limits imposed by the recipient’s organisation.

Employees should use good judgment; “everyone else does it” is not sufficient justification. Consider whether public disclosure of the Entertainment would be potentially embarrassing to the Company or the recipient; and if so it should not be provided.

If an Employee is uncertain as to whether any proposed Entertainment are permitted they should contact the Company’s legal team, compliance team or the CRO.

Entertainment, whenever accepted or given, must be properly documented and recorded in the gifts and entertainment register maintained in accordance with Company process.

7.3. Thresholds relating to Entertainment

Employees must comply with any thresholds specified in authority matrix or other rules relating to Entertainment in the Company’s approval procedure. If a threshold does not exist then any Entertainment should be approved by the legal team, compliance team or the CRO.

7.4. Specific guideline for Government Official

Entertainment involving a Government Official pose a higher risk of presenting an appearance of impropriety. For that reason, notwithstanding the 7.2 and 7.3 above, Employees are, subject to the exception below, prohibited from offering Entertainment to any Government Official.

The only exceptions to this general prohibition is that offering a light meal or refreshments when the Government Official are present at conferences or meetings, offering promotional giveaways, or offering Business Courtesies (such as seasonal greetings, funeral offering, and wedding celebration), within the amount permitted under all applicable laws and regulations are acceptable assuming that the guidance in the remainder of this section is complied with.

8. Procurement of goods and services by the Company

NTT DATA Group is committed to dealing with its Suppliers in a fair, honest and professional manner, while seeking best value for the business. Potential Suppliers are treated on an equal basis and no unmerited favouritism is to be shown in the procurement of goods and services. NTT DATA Group conducts its procurement practices in a fair and transparent manner and Employees must act with due care when evaluating prospective Suppliers.

The Company will reserve the right to terminate relationships in the event that Suppliers pay or solicit bribes or in any other way violate this Policy or the law.

The Company will avoid dealing with prospective Suppliers known to be paying bribes. The Company will make this Policy known to its Suppliers and encourage them to adhere to similar high standards of corporate responsibility.

9. Business relationships with Third Parties

NTT DATA Group is committed to promoting anti-corruption practices amongst any Third Parties it engages. Under applicable laws, the Company can be held liable for the acts of Third Parties even if the Company did not approve or even know of their actions. It is therefore essential that Employees do our best to ensure that all Third Parties refrain from engaging in bribery or any other corrupt activity when acting on behalf of the Company. The prohibitions in this Policy apply to all Third Parties engaged to conduct business and perform services on behalf of the Company.

To minimise the risk of Third Parties engaging in inappropriate conduct, Employees must:

  • always act with due care in selecting Third Parties and in monitoring their work;
  • to the maximum amount feasible, conduct due diligence on Third Parties before engagement, especially in case the overall risk level for such Third Party is identified to be high;
  • ensure that Third Parties are aware of and respect this Policy;
  • ensure that all fees and expenses paid to Third Parties represent appropriate and justifiable remuneration, which is commercially reasonable under the circumstances, for legitimate services rendered by the Third Party;
  • ensure fees and expenses must be paid to the Third Party (e.g. by making payment by wire transfer to an account in their name in their principal place of business);
  • document the relationships in a written agreement. Reserve the right to terminate the relationship in the event that the Third Party pays or solicits bribes or in any other ways violates this Policy or the law; and
  • keep accurate financial records of all payments.

10. Communication and Training

Each Employee who receives a copy of this Policy must familiarise themselves with and understand the Policy. New Employees will be provided with a briefing on the requirements under the Policy as a part of their induction. Employees will receive training relating to countering bribery each calendar year. Where such training is offered, it is each Employee’s responsibility to attend such training.

It is every Employee’s responsibility to counter bribery by adhering to this Policy.

It is the responsibility of every manager to communicate this programme and ensure that all Employees reporting to them, and external parties within their area of responsibility working on behalf of the Company, understand and comply with this Policy.

11. Books and Records

All Employees are responsible for the accuracy of the records, time sheets, reports and other documents which they work on, submit or approve. All company transaction must be documented and recorded properly in accordance with the Company process. All expenditures must be supported by documents that describe them accurately and properly. The falsification of any book, record or account of the Company is prohibited.

Employees must not pay for Entertainment personally as a means of evading the requirements of this Policy.

12. Reporting of Bribery and Suspicious Activity and Non- Retaliation

If you become aware of any of any actual or suspected breach of this Policy, you must report this to the CRO or the whistle blower hotline specified by the Company or NTT DATA Group where appropriate. Employees are actively encouraged to report any concerns regarding bribery and corruption. All reports of corruption are investigated and appropriate sanctions employed. Measures are in place to ensure complaints are treated confidentially to the extent possible, and Employees raising legitimate concerns in good faith will be protected. NTT DATA Group will not permit retaliation of any kind against any Employee for making good faith reports about actual or suspected violation of this Policy.

13. Sanctions

No Employees will be penalised, or be subject to other adverse consequences for refusing to pay bribes even if it may result in the Company or NTT DATA Group more generally, losing business.

Failure to comply with this Policy may lead to disciplinary action, up to and including dismissal. The Company may also report the relevant incident to law enforcement agencies and regulators, as appropriate.

LEGAL/A-CORRUPT/ver1.0/010621

Read also: Appendix to the Anti-Corruption Policy.
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