Section 17A Adequate Procedures: Building the Evidence and Defence File
Section 17A of the MACC Act 2009, in force since 1 June 2020, makes a commercial organisation guilty of an offence when a person associated with it gives a bribe to obtain or retain business or an advantage, whether or not management knew. Directors and senior officers are deemed to have committed the offence too unless they can show it happened without their consent or connivance and that they exercised due diligence. The penalty is a fine of at least ten times the gratification or RM1 million, whichever is higher, imprisonment of up to twenty years, or both. The only corporate defence is to prove that the organisation had adequate procedures in place, and the Government's Guidelines on Adequate Procedures frame those procedures around the T.R.U.S.T. principles.
Most Malaysian organisations have an anti-corruption policy by now. Far fewer could prove, under investigation, that their procedures were adequate and actually operating when a particular bribe was paid. This two-day course is about that proof. It is for integrity and compliance officers, company secretaries, internal auditors, legal counsel and directors, and assumes the basics covered in Anti-Corruption Awareness and the planning covered in the OACP Workshop. It tests existing controls against each principle, assembles the evidence file, and rehearses a MACC inquiry.
HRD Corp SBL-Khas Claimable
Programme Agenda
Day 1, 9:00 AM - 9:15 AM
Welcome and Programme Overview
Introduction to the session, objectives, and housekeeping.
Day 1, 9:15 AM - 10:15 AM
Section 17A and What Has to Be Proved
The offence, associated persons, the deemed liability of directors and senior officers, the burden of proving adequate procedures, and lessons from the cases and charges brought since 2020.
Day 1, 10:15 AM - 10:30 AM
Break
Day 1, 10:30 AM - 11:30 AM
T.R.U.S.T. as a Test, Not a Checklist
Top-level commitment, risk assessment, undertaking control measures, systematic review, monitoring and enforcement, and training and communication, read as questions an investigator will ask rather than documents to produce.
Day 1, 11:30 AM - 12:30 PM
Testing Top-Level Commitment
Evidence that the board and senior management actually led: minutes, decisions, resourcing, tone and consequences, and what hollow commitment looks like on paper.
Day 1, 12:30 PM - 1:30 PM
Lunch
Day 1, 1:30 PM - 3:15 PM
Testing Risk Assessment and Controls
Whether the corruption risk assessment was current, specific and acted on, and whether controls over gifts, hospitality, donations, third parties, procurement and sales worked in the transactions that matter.
Day 1, 3:15 PM - 3:30 PM
Break
Day 1, 3:30 PM - 4:45 PM
Testing Review, Enforcement and Training
Internal audit and monitoring results, how reports and breaches were handled, disciplinary consistency, and whether training reached the people in high-risk roles.
Day 1, 4:45 PM - 5:00 PM
Day 1 Close
Recap and what to review before day two.
Day 2, 9:00 AM - 9:15 AM
Day 1 Review
Recap of day one and the questions it left open.
Day 2, 9:15 AM - 10:15 AM
Associated Persons and Third Parties
Agents, distributors, subcontractors and joint venture partners, due diligence records, contractual rights and monitoring, and why most Section 17A exposure sits here.
Day 2, 10:15 AM - 10:30 AM
Break
Day 2, 10:30 AM - 12:30 PM
Assembling the Evidence File
Structuring a defence file that maps each principle to dated, attributable evidence, retention and retrieval, privilege considerations, and keeping the file current.
Day 2, 12:30 PM - 1:30 PM
Lunch
Day 2, 1:30 PM - 3:15 PM
Board Reporting and Directors' Due Diligence
What directors need to see to demonstrate their own due diligence, and designing a periodic adequate procedures report to the board.
Day 2, 3:15 PM - 3:30 PM
Break
Day 2, 3:30 PM - 4:45 PM
Workshop: Mock MACC Inquiry
Teams respond to a simulated allegation involving a third-party agent, retrieve evidence against each principle, and face questioning on gaps, then prioritise remediation.
Day 2, 4:45 PM - 5:00 PM
Wrap-Up and Q&A
Key takeaways, next steps, and close.
Key Outcomes
- Explain Section 17A liability, the deemed liability of directors and the adequate procedures defence
- Test existing anti-corruption controls against each T.R.U.S.T. principle
- Identify the gaps an investigator would find, especially with third parties
- Assemble and maintain an adequate procedures evidence file
- Report to the board in a way that evidences directors' due diligence
- Respond to a MACC inquiry with organised, attributable evidence
Training Mode Physical / Online / Hybrid / e-learning
HRD Corp SBL-Khas Claimable
Level Intermediate. For integrity and compliance officers, company secretaries, internal auditors, legal counsel, risk owners and directors. Basic anti-corruption knowledge assumed.
Duration 2 Days (16 Hours) | 9:00 AM to 5:00 PM daily
Venue In-house at the client's premises, or delivered via the client's preferred platform (Microsoft Teams, Zoom, or equivalent)
Assessment A mock MACC inquiry and a prioritised remediation list, plus a written knowledge check
Certificate Certificate of Completion issued to all participants upon full attendance