A Ready-to-Use Anti-Corruption Toolkit: Sample Clauses, Integrity Pacts and a Compliance Checklist

A practical self-assessment checklist built on the T.R.U.S.T. principles, plus sample wording for employment contracts, commercial contracts, third-party declarations, an integrity pact and an anti-corruption policy statement

Why a Toolkit, and Why It Is Not Enough on Its Own

Under Section 17A of the Malaysian Anti-Corruption Commission Act 2009 (“MACC Act”), a company can be convicted when a person associated with it gives a bribe for its benefit. Its main defence is to show that it had adequate procedures in place to prevent such conduct. The final chapter of the book provides practical tools to help companies prepare: a self-assessment checklist and a set of precedents for contracts, declarations and policies.

The book is careful to add a strong warning. Having documented policies, processes and procedures is not sufficient to establish the defence. Companies must avoid a false sense of security that they are compliant simply because they have anti-corruption policies. The safeguards must actually be implemented, and the company and those dealing with it must be monitored continuously. In the book’s words, the measures must be real, not perceived.

How to use this toolkit

Step 1, Checklist: Work through the self-assessment below to identify gaps against the five T.R.U.S.T. principles.

Step 2, Clauses and declarations: Adopt the sample wording in employment documents and commercial contracts, adapted to your business.

Step 3, Policy statement: If you have no anti-corruption measures yet, begin with a policy statement, then build detailed policies and procedures around it.

Step 4, Implement and review: Train staff, monitor compliance, audit regularly and enforce breaches. This is what turns paperwork into adequate procedures.

The sample wording in this article has been drafted in plain language based on the structure of the precedents in the book. Items in square brackets should be completed or adjusted to suit your organisation, and all wording should be reviewed by a lawyer before use.

Part 1: The Compliance Checklist

The checklist is designed for a self-assessment gap analysis of the company’s management, operations and business against the principles in the Guidelines on Adequate Procedures. It is organised under the five T.R.U.S.T. principles. For “how” questions, write a short description of the current practice.

T: Top Level Commitment

Question	Tick or notes
Do we have an anti-corruption policy?
Do we have anti-corruption programmes, a code of conduct or procedures?
Is there a specific department or named person overseeing anti-corruption matters?
Are our directors and senior management familiar with the MACC Act and the Guidelines on Adequate Procedures?
Which member of top management oversees anti-corruption?
Is top management responsible for ensuring the company acts with the highest integrity, complies fully with anti-corruption laws and manages key corruption risks effectively?

R: Risk Assessment, internal risks

Internal risks are weaknesses in the company’s own governance, systems and procedures that could create opportunities for corruption.

Question	Tick or notes
Is there a written policy or SOP on how key officers make decisions?
How are employee and management claims approved (meals, travel, entertainment, disbursements)?
How do we check that work, services or supplies we provide are legitimate and necessary, properly delivered and fairly priced?
Must payments be approved by one or more sufficiently senior employees?
Is there separation of duties between approvers from different departments or functions?
Do high-risk transactions need top management approval?
Must payment requests include supporting documents and a proper description that approvers can easily check?
What is our policy on payments to offshore accounts or jurisdictions?
Do we periodically review significant transactions and audit our financial processes and spending?
How do we ensure management and staff follow our procedures and the law?
Must employees disclose potential conflicts of interest, and what is the procedure for doing so?

R: Risk Assessment, external risks

External risks come from third parties whose conduct may expose the company to corruption. The book’s checklist covers ten areas, summarised below.

Area	Key questions to answer
Third parties acting for us (for example, procurement agents)	Do we conduct due diligence before engaging them? Do we have safeguards against improper payments being channelled through them, and ensure they are paid through genuine channels? Do they contractually agree to follow our anti-corruption requirements? Can we terminate or take action if they pay bribes?
Supply chain (agents, contractors, suppliers, vendors)	Do we conduct due diligence? How do we check that what they supply is necessary, properly delivered and fairly priced? Do our contracts include anti-corruption clauses? Do we monitor significant suppliers’ anti-corruption programmes? Can we terminate or take action for bribery?
Gifts (stationery, hampers, electronics, vouchers)	Do staff give or receive gifts? What kinds, when, and which categories of staff may do so? Is there a gifts policy?
Entertainment (meals, drinks, travel, karaoke)	Who may provide entertainment to business partners, and to whom? Is there an entertainment policy?
Corporate hospitality (annual dinners, galas, staff trips, family days)	What events do we hold? Who organises them, how are they approved and funded? Is there a hospitality policy?
Public officials, politicians and political donations	Do we or our staff deal with government officials, candidates, parties or politicians? Do we have a policy on this and on political donations?
Charitable donations and sponsorships	Do we give scholarships, sponsorships, donations or run CSR programmes? Is there a policy covering them?
Congratulatory and compassionate contributions (weddings, funerals)	Do we make such contributions to third parties? Is there a policy?
Facilitation payments	Do we give, request or accept payments that could be seen as speeding up routine official functions? What are they? Is there a process to report requests or receipts? Does our policy address them?
High-risk countries and sectors	Do we operate in countries with high corruption risk, or in high-risk sectors such as the public sector, oil and mining, construction and transportation? What extra measures do we take?

R: Corruption risk assessment and other concerns

Question	Tick or notes
Do we carry out comprehensive corruption risk assessments, and how often?
Are they overseen by top management, properly documented and accessible to top management?
Do we put mitigation and control measures in place after risks are identified, and what are they?
Are there other areas or processes where corruption is a concern?
Are there any other internal or external transactions that could disguise corrupt payments?
Does the company or its top management have any past history of corruption or bribery incidents?

U: Undertaking Control Measures

Control	Key questions
Due diligence	Do we check relevant internal and external parties before engagement, for example through interviews, background checks and document verification?
Reporting	Do we have a whistleblowing or reporting channel that is accessible, confidential and usable anonymously? Is it open to employees, third parties and the public? Is there a whistleblower policy? Is the channel reviewed and kept up to date?
Investigation	Do we have a process for investigating corruption allegations, with dedicated internal resources and arrangements with external investigators?
Policies	Are our anti-corruption policies endorsed and reviewed by top management, updated regularly, easily available and practical to use when needed?

S: Systematic Review, Monitoring and Enforcement

Question	Tick or notes
Do we monitor our anti-corruption processes, and with what scope, frequency and methods?
Do we conduct internal audits of our anti-corruption policies and processes, and how often?
Do we use qualified, independent external auditors (for example, MS ISO 37001 auditors), and how often (for example, once every three years)?
Are audit results shared with top management, and what follow-up action is taken?
Do we monitor employees’ understanding of and compliance with anti-corruption policies in their roles?
Do we have sanctions or disciplinary proceedings for breaches?

T: Training and Communication

Question	Tick or notes
Do induction programmes include anti-corruption content?
Is training tailored to the roles, departments and corruption risks of directors, partners and employees?
Which formats do we use, and how often: corporate training, seminars, videos, in-house courses, town halls, retreats, outreach programmes, intranet or web-based programmes?
Do we require or encourage staff to attend?
Is our policy communicated to all employees and business associates (for example, through the handbook or intranet), to third parties (for example, in the annual report or website) and to the public?
When planning communications, do we consider the key messages, the audience, the method, the timeframe and the language?

Part 2: Sample Clauses for Employees

The book explains that anti-corruption clauses in employment and commercial documents set the tone, making clear that the company has zero tolerance for corruption and expects the same of everyone dealing with it. While the clauses do not by themselves satisfy the adequate procedures defence, they demonstrate top level commitment.

Sample 1: Anti-corruption clause for employment contracts or employee handbooks

Integrity in business dealings. [Company] expects every employee to act with the highest integrity in all dealings with [customers, suppliers, vendors, agents, regulators, government officials and other parties].

No bribery. You must not offer, promise, give, authorise, request or accept a bribe in any form, whether directly or through any other person, channel or platform.

Compliance with policy. You must comply with [Company]’s [Anti-Bribery and Corruption Policy] at all times.

Duty to report. If you know, believe or suspect that bribery or corruption is being considered or has taken place to obtain or keep business or an advantage for [Company], you must report it through [reporting channel or policy].

Drafting note: Link the reporting obligation to your actual whistleblowing channel so employees know exactly where to go.

Sample 2: Conflict of interest clauses for employee handbooks or codes of conduct

No competing activities. You must not directly engage in any business activity that competes or conflicts with the interests of [Company].

Duty of loyalty. You must act in the best interests of [Company], avoid any situation in which your personal interests conflict or appear to conflict with those of [Company], and help protect [Company]’s integrity and reputation.

Declaration. You must declare any matter, interest or relationship that conflicts, or may be seen to conflict, with your duties by [state method of declaration].

Consequences of breach. Conduct that brings [Company] into disrepute will be dealt with under [Company]’s disciplinary procedure. It may be treated as gross misconduct and may lead to disciplinary action, up to and including dismissal without notice.

Drafting note: Specify the declaration form, who receives it and how often it must be renewed, for example annually and whenever circumstances change.

Sample 3: Declaration on criminal records for job application forms

I declare that I [have / do not have] a criminal record, and that I [have / have not] been charged with or investigated for any offence under the Malaysian Anti-Corruption Commission Act 2009.

If you have any criminal record, charge or investigation to declare, please give details: ______________________

Drafting note: This supports pre-employment due diligence, which is one of the control measures in the checklist.

Part 3: Sample Clauses for Commercial Contracts and Third Parties

External parties are a major source of corruption risk, and under Section 17A a company can be liable for bribes given by people who perform services for or on its behalf. The checklist asks whether third parties contractually agree to follow the company’s anti-corruption requirements, and whether the company can terminate or take action if they pay bribes. The following clauses address those questions.

Sample 4: Anti-corruption clauses for commercial contracts

Compliance. [Party] represents and warrants that it will comply with, and will conduct its business in compliance with, the Malaysian Anti-Corruption Commission Act 2009.

Termination. [Other party] may terminate this agreement by [state method, for example immediate written notice] if [Party] breaches the Malaysian Anti-Corruption Commission Act 2009.

Indemnity. [Party] will indemnify and keep [Other party] fully indemnified against all demands, claims, penalties, fines, damages, costs, losses, expenses and legal proceedings arising from or in connection with any failure by [Party or its officers, employees, agents or subcontractors] to comply with the Malaysian Anti-Corruption Commission Act 2009.

Drafting note: Consider requiring the counterparty to include equivalent obligations in its own subcontracts, since subcontractors may also be associated persons.

Sample 5: Conflict of interest clauses for third parties

No conflicts. [Third party] must not place itself, and must ensure that its directors, employees, officers and agents do not place themselves, in any position that gives rise to an actual, potential or perceived conflict between the interests of [Company] and those of [Third party].

Disclosure. [Third party] must declare whether it, or any of its directors, employees, officers, agents or representatives, has any direct or indirect interest (financial, non-financial or personal) that may give rise to a conflict of interest in relation to [the work or services].

Sample 6: Declaration of interest for third parties

Option A, no interest. [Third party] confirms that neither it nor its directors, employees, officers or representatives has any direct or indirect financial or personal interest that would create a conflict of interest in relation to the work or services required by [Company].

Option B, interest disclosed. [Third party] declares the following interest: ______________________

Changes. [Third party] will immediately notify [Company] in writing of any change to this declaration.

Drafting note: The book suggests that companies may expand this clause by defining the types of relationships that create a conflict of interest under their own policy, for example family ties with company staff or shareholdings.

Sample 7: Declaration of criminal records for third parties

[Third party] confirms that it [has / has not] been convicted of, charged with or investigated for any offence under the Malaysian Anti-Corruption Commission Act 2009.

If there is any conviction, charge or investigation to declare, please give details: ______________________

Part 4: The Integrity Pact

An integrity pact is a signed undertaking by a third party that it will deal with the company ethically. It combines several of the clauses above into a single document that is easy for suppliers and contractors to sign at the start of a relationship, for example during vendor registration or tendering.

Sample 8: Integrity pact between a third party and the company

[Third party] acknowledges that [Company] is committed to conducting its business with the highest standards of professionalism, ethics and integrity. We declare and undertake that:

(1) we will perform all our obligations ethically and act with integrity in all dealings with [Company]

(2) we will comply with all applicable anti-corruption laws

(3) we will comply at all times with [Company]’s [anti-corruption policy, procedures and guidelines]

(4) to the best of our knowledge, there are no past or present facts or circumstances likely to cast doubt on our integrity, and

(5) we will report to [Company] any bribery activity that comes to our knowledge.

We acknowledge that if we breach any of these undertakings, [Company] may terminate the transaction or contract immediately without any compensation or liability to us. We will indemnify [Company] and its directors, officers, employees and agents against any claims, losses, penalties, damages and costs arising from or in connection with the breach.

Signed for and on behalf of: ____________ Name: ____________ Designation: ____________ NRIC or Passport No: ____________ Entity name: ____________ Registration No: ____________ Company stamp: ____________ Date: ____________

Drafting note: Keep signed pacts on the vendor file and refresh them periodically, for example on contract renewal.

Part 5: Sample Anti-Corruption Policy Statement

For companies that have not yet put any measures in place, the book offers a short policy statement as a starting point. It stresses that this is only a general template. The company should also adopt a detailed policy setting out the do’s and don’ts and the procedures for gifts, hospitality, facilitation payments, donations and similar matters.

Sample 9: Anti-corruption policy statement

Zero tolerance. [Company] has a zero-tolerance approach to all forms of bribery and takes a firm stance against such conduct.

What bribery means. Bribery includes soliciting, giving, accepting or receiving any gratification, directly or indirectly, whether in money, services or goods, as an inducement or reward for doing or not doing an act.

Our standards. [Company], its personnel, service providers and business associates must act with the highest professionalism, ethics and integrity, and must comply with all relevant anti-corruption laws and regulations.

Prohibition. [Company] strictly prohibits its [personnel, contractors, service providers and business associates] from offering or receiving any gratification, inducement or reward, whether gifts, money, goods or services, to influence a third party in order to obtain business or any commercial, contractual or regulatory advantage for [Company].

Reporting. If you suspect any bribery or attempted bribery connected with [Company]’s business, please report it to: [state contact details or reporting channel].

Drafting note: Have the policy statement signed or endorsed by the board or CEO, publish it on the website and intranet, and link it to the detailed policies.

Putting It All Together

Stage	Tool from this toolkit	What else is needed
Understand where you stand	Part 1 checklist	Honest answers, a written gap report and an action plan with owners and deadlines
Show top level commitment	Sample 9 policy statement	Board endorsement, a named senior officer and detailed supporting policies
Control employee risks	Samples 1 to 3	Training, annual declarations and consistent disciplinary enforcement
Control third-party risks	Samples 4 to 8	Due diligence before engagement, ongoing monitoring and willingness to terminate
Keep it working	Part 1 review and training sections	Regular internal audits, periodic external audits (for example MS ISO 37001) and updates to reflect new risks

Conclusion

Understanding corporate liability is the first step. The next is putting adequate measures in place, and this toolkit gives companies a practical place to start: a checklist to find the gaps, contract wording to set expectations for employees and business partners, declarations and an integrity pact to manage third-party risk, and a policy statement to anchor the programme.

But as the book repeatedly emphasises, documents are only the beginning. The cases discussed throughout this series show companies that had policies on paper and still failed. What counts is whether the measures are real: implemented, monitored, enforced and kept up to date. Companies that achieve this will be well placed to reduce corruption and, if an incident does occur, to rely on the adequate procedures defence.

Settling Instead of Being Charged: How Compounding Works for Money Laundering Offences

Picture this. A letter arrives from an enforcement agency stating that you are reasonably suspected of committing an offence under the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (AMLA). The letter then offers a way out. Pay a stated sum within a fixed number of days,…