MISC Annual Report 2017

147 Corporate Governance 10. The Group observes the respective Code of Conduct and Business Ethics (CoBE) and the coverage is extended to not only MISC employees and directors within the MISC Group but also to third parties performing works or services for or on behalf of MISC Group of Companies. To support the general policy statements in the CoBE, MISC also observes the principles set out in the Anti-Corruption and Bribery Manual which provides further guidelines on dealing with improper solicitation, bribery and other corrupt activities as well as issues that may arise in the course of doing business. A Compliance & Ethics Programme, which is a comprehensive programme and policy on CoBE-related matters which focusses on Anti-Bribery and corruption, including compliance monitoring, review and implementation of sanctions was approved by Board in June 2016 which underpins the role of the Board and Management in combatting bribery, provides for enhanced training and communication programmes, and implementation of appropriate counter-party due diligence. A risk-based approach was adopted in developing the said programme, which was also benchmarked against international standards and best practices. The Board also adopted the Anti-Bribery and Corruption Policy, as reflected in its Board Charter, which also applies throughout the Group. The Group continues to monitor any potential conflicts of interest, and the receipts and/or giving of any gifts via the employees’ Conflict of Interest Register and employees’ Gift Register. The comprehensive Third Party Due Diligence Guidelines rolled out to the Group in 2016 has been rigorously applied for transactions involving third parties and has also been amended to include economic sanctions aspects. A comprehensive refresher training programme for all employees on the CoBE and a CoBE e-learning system was also approved for continuous refresher training moving forward. The Whistleblowing Policy provides an avenue for all employees of MISC and members of the public to disclose any suspected unethical and/or unlawful conduct involving MISC and/or any of our employees. The Whistleblowing Policy provides clarity of oversight and responsibilities of the whistleblowing process, the reporting process, protection to whistleblowers and confidentiality afforded to the whistleblower. In 2017, the Group developed a whistleblowing Management Procedure and deployed a Whistleblowing Management System. The Group also enhanced the Whistleblowing Reporting structure with the establishment of Whistleblowing Committees (WBC) to deliberate on wrongdoing disclosures involving Board Members or Senior Management and involving non-Senior Management. The Whistleblowing Management Platform was further promoted through the CoBE “See Speak Support” Campaign launched throughout the Group. The inaugural MISC Integrity Day was held on 24 November 2017 whereby the Board and Senior Management had signed the Malaysian Anti-Corruption Commission (MACC) Corruption Free Pledge. This further re-enforces the commitment from top management on MISC’s zero tolerance against bribery and corruption. 11. MISC established its Corporate Disclosure Policy (CDP) and Corporate Disclosure Guidelines (CDG) in 2016. The CDP guides the Board, Management and employees when communicating and making disclosure of information to external parties such as Bursa Securities, investment community, media, government authorities and other relevant stakeholders. It also sets out the parameters to enable timely, adequate and accurate disclosure of such information. The CDG, which is an internal document, provides more definitive guidelines for communication and disclosure of information in the above areas. 12. The Group keeps a register on conflict of interest or potential conflict of interest situation for company directors in the Group which is reviewed on an annual basis. Results of the review and any new recommendations for improvement are tabled to the BARC and Board for information and further action, where necessary. ASSURANCE FUNCTIONS Group Health, Safety, Security & Environment (HSSE) The HSE Management System (HSE MS) which incorporates the HSE Mandatory Framework (HSE MCF) is developed based on PETRONAS HSE Management System and serves as reference in planning and mitigating the risks of Health and Safety of staffs, visitors, contractors and sustainability of the environment are to be kept as low as reasonably possible. Group HSSE ensures the Group Security Risk exposures are reviewed according to national and international regulatory requirements and best practices; accordingly plan and implement mitigating measures to ensure the security of staffs, visitors, contractors and assets are to be kept as low as reasonably possible. HSSE assurance is carried out on the respective business units, vessels and floating facilities by Group HSSE with the objective to verify, evaluate and review the HSSE operational activities to ensure business units, the vessels’ and floating facilities’ operational integrity and reliability are maintained at all times, consistent with international regulations, HSSE controls and internal policies. STATEMENT ON RISK MANAGEMENT & INTERNAL CONTROL