WHISTLE BLOWING POLICY & PROCEDURES

Transcription

1 Management Circular No: GCSL/ Revised: 01/2014 WHISTLE BLOWING POLICY & PROCEDURES All rights reserved. No part contained in this Policy may be reproduced or copied in any form without the written permission of Group Corporate Services & Legal Department

2 INDEX No. Description Page 1 Executive Summary 2 2 Definitions And Interpretations Policy Statement Scope Of The Policy Applicability Of The Policy 7 6 Procedure In Making A Disclosure Possible Outcomes After Reporting A Concern Confidentiality Conduct Of Investigation Status Of Investigation Safekeeping Of Records Protection To Whistleblower Monitoring And Review Of Policy Disclaimer Notification 16 Page 1

3 EXECUTIVE SUMMARY The aim of BDB Whistle Blowing Policy ( the Policy ) is for the employees to raise the matters in an independent and unbiased manner. The objective of this Whistle Blowing Policy is to provide guidelines and encourage the employees to raise genuine concerns about possible improprieties in matters of financial reporting, compliance and other malpractices at the earliest opportunity and in an appropriate way. To develop a culture of openness culture, accountability and integrity with the Company. BDB Board of Directors and the management give their assurance that employees will not be at risk to any form of victimization, retribution or retaliation from their superiors or from any of this management. However, employees must act in good faith in their reporting. This assurance does not however extend to those who are found to have raised the matter under false or malicious intention. WHISTLE BLOWING POLICY Page 2

4 1.0 DEFINITIONS AND INTERPRETATIONS 1.1 Definitions BDB means Bina Darulaman Berhad (Company No X) a public listed company incorporated in Malaysia having its principal business office address at Aras 9 & 10, Menara BDB, 88 Lebuhraya Darulaman, Alor Setar, Kedah. BDB Group means All wholly owned subsidiary companies of BDB. Investigator means Any one (1) from the Management or any one (1) from the Committee as listed in paragraph 5.10 (b). Senior Independent Director Group Company Secretary Group Corporate Assurance means means means As recognizes in the Malaysian Code on Corporate Governance and approved by the Board. As recognizes in the Malaysian Code on Corporate Governance and approved by the Board. The Company s internal auditors. Power Any right, power, authority, discretion or remedy conferred by this Policy or any applicable law. 1.2 Interpretations Page 3

5 In this Policy, unless the context otherwise requires: (a) The text, headings and boldings are for convenience only and do not affect the interpretation of this Policy; (b) Words importing the singular include the plural and vice versa; (c) Words importing a gender include any gender; (d) Where a word or phrase is defined in this Policy, other parts of speech and grammatical forms of that word or phrase have a corresponding meaning; (e) A reference to a stature, regulation, proclamation, ordinance or by law includes all statutes, regulations, proclamations, ordinances or by laws amending, consolidating or replacing it, whether passed by the same or another Governmental Agency with legal power to do so, and a reference to a statute includes all regulations, proclamations, ordinances and by laws issued under that statute. 2.0 POLICY STATEMENT 2.1 Bina Darulaman Berhad ( BDB ) is committed in achieving and maintaining high standards with regards to behavior at work. 2.2 This policy is designed to: a) Support the company s values; b) Ensure employees can raise concerns without fear of reprisals; and c) Provide a transparent and confidential process for dealing with concerns. Page 4

6 2.3 BDB is committed in complying with the laws and regulations by which it is governed, as well as other applicable laws and regulations. And integral component of this commitment is the Company s dedication to abiding by the internal controls and procedures set forth in this Policy. BDB recognizes the value of transparency and accountability in its administrative and management practices and supports the making of disclosures that reveal wrongdoing or improper conduct or mismanagement of BDB s resources. 2.4 BDB recognizes that intentional and unintentional violations of laws, regulations, policies and procedures may occur and constitute wrongdoing or improper conduct as defined in this Policy. Understanding this potential, BDB is implementing an efficient and effective whistle blowing system that contains procedural requirements and guidelines. 2.5 Specifically, this system addresses the reporting system, assessment of disclosures, the investigation of alleged improper activity, the management of whistleblower (to include welfare and confidentiality) and the review process for ensuring the policy and procedures remain effective. 2.6 The management of BDB is responsible for the detection and prevention of wrongdoings, irregularities, and/or other improper or unethical conduct. The management of BDB is expected to familiarize themselves with the types of wrongdoings or improper conduct that may occur within his or her department or area of responsibility, and to be alert for any indication of wrongdoing or improper conduct. Page 5

7 2.7 No employee can use his or her position to prevent other employees from exercising their rights or complying with their obligations as indicated in this Policy. 2.8 This Policy and Procedures is applicable to all companies within BDB Group. 2.9 Like all aspects of an organization, The Policy is subject to adjustments and changes as the organization evolves and grows. This Policy shall be amended from time to time to suit the changing circumstances as necessary No policy can be totally complete. There will be instances where the policy would be silent or are not adequate; in such instances the employee, shareholder or stakeholder concerned shall refer to the personnel authorized in this Policy for guidance. 3.0 SCOPE OF THE POLICY 3.1 This policy not only covers possible improprieties in matters of financial reporting, but also: a) Fraud b) General Malpractices such as immoral, illegal or unethical conduct (including where someone s Health & Safety has been put in danger) c) Corruption d) Bribery e) Criminal Offences f) Failure to comply with a legal or regulatory obligation g) Miscarriage of Justice h) Theft Page 6

8 i) Misuse of Company s Property j) Non Compliance with Procedure k) Conflict of Interest l) Receiving / Soliciting Graft / Kickbacks m) Criminal Breach of Trust n) Sexual Harassment o) Misuse of Confidential Information p) Concealment of any or a combination of the above 3.2 This Policy is not to invalidate the grievance procedure and/or the disciplinary action process and procedures but to provide more avenues for employees to disclose improper conduct committed or about to be committed to the Company. The given procedures as reflected in the Company s Group Terms and Conditions of Employment, Standard Operating Procedures, Delegated Authority Limit as well as Circulars shall be operative based on the purpose and objective of their existence. 4.0 APPLICABILITY OF THE POLICY 4.1 Subject to the requirement of applicable local jurisdiction, this Policy applies to all employees of BDB and its subsidiaries. 5.0 PROCEDURE IN MAKING A DISCLOSURE 5.1 If any employee believes reasonably and in good faith that malpractice exists in the work place, the employee should report this immediately to the Group Managing Director or Senior Independent Director. However, if for any reason the concerned party is reluctant to do so, then the employee should report the concerns to either the: Page 7

9 a) Group Company Secretary b) Head of Group Corporate Assurance 5.2 Reports can also be made via letters provided phone numbers and addresses are given to confirm the informer s identity or to avoid false information. Disclosures made under this Policy shall at least contain a brief summary of the allegation, names of possible individuals involved or witnesses to the incidence(s) in question, date(s), place(s) and other relevant information. 5.3 It is advisable for verbal disclosures to be reduced in writing and signed by the whistleblower before the Investigator as soon as practicable to avoid any misunderstanding or misinformation. 5.4 Employees concern about speaking to another member of staff can speak, in confidence, to an independent third party by calling the Group Managing Director or Senior Independent Director of the Company. The independent party will provide the employee counseling advice. Your concerns will be reported to the company without revealing your identity. 5.5 If these channels have been followed and employees still have concerns, or if employees feel the matter is so serious that it cannot be discussed with any of the above, the employee may contact the Senior Independent Director, being the director identified in the company s annual report as one to whom concerns may be conveyed. Page 8

10 5.6 Employees who have raised concerns internally will be informed of who is handling the matter, how they can make contact with them and if there is any further assistance required. 5.7 Notwithstanding the above and as provided by the law, employees may report illegal or unethical practices directly to the statutory bodies such as the Malaysian Anti Corruption Commission, the Security Commission, the Police or other similar government agencies. 5.8 Employees identities will not be disclosed with prior consent. Where concerns cannot be resolved without revealing the identity of the employee raising the concern (i.e. if the evidence is required in court), a dialogue will be carried out with the employee concerned as to whether and how the matter can be proceeded. 5.9 Any anonymous disclosure will not be entertained. Any employee who wishes to report improper conduct is required to disclose his identity to the Company in order for the Company to accord the necessary protection to him. However, the Company reserves its right to investigate into any anonymous disclosure Except otherwise provide in this Policy, the implementation will be as follows: (a) Whistleblower : Employee (b) Report to : Management 1) Group Managing Director 2) Group Company Secretary Page 9

11 3) Head of Corporate Assurance (c) Investigation : 5.10(b) will assign suitable personnel to be the investigator (d) Assessment by : 1) Group Company Secretary 2) Head of Corporate Assurance 3) Company s Group Legal Advisor 4) External Auditor *Any one from the above. (e) Recommended by : Audit Committee (f) Approving Authority : BDB Board of Directors 6.0 POSSIBLE OUTCOMES AFTER REPORTING A CONCERN 6.1 There will be no adverse consequences for employee who reports a whistle blowing concern in good faith. However, any individual found responsible for making allegations maliciously or in bad faith may be subject to disciplinary action. 6.2 The following actions may be taken after investigation of the concern: a) Disciplinary action (up to and including dismissal) against the wrongdoer dependent on the results of the investigation; Page 10

12 b) Disciplinary action (up to and including dismissal) against the whistleblower if the claim is found to be malicious or otherwise in bad faith; or c) No action if the allegation proves unfounded. 6.3 The whistleblower will be kept informed of progress and the outcome of the investigation, within the constraints of maintaining confidentiality or observing legal restrictions generally. A confidential record of the steps taken will be kept and this will be in accordance with the Personal Data Protection Act 2010 (Act 709). 7.0 CONFIDENTIALITY 7.1 To avoid the reputation loss of the person implicated and to protect the Company from potential civil liability, the recipient of the report made under this Policy, the whistleblower or any person who is involved in the investigation process shall not discuss or disclose information relating to disclosure or any part thereof, status or outcome of investigation, except where: a) Disclosure is made to those who are authorised under this Policy and have a legitimate need to know; b) Disclosure is required by law or by the legally binding requirements of any statutory authority; or c) Disclosure is made on a strictly confidential basis to a professionally qualified lawyer for the purposes of obtaining legal advice. Page 11

13 7.2 The whistleblower should be informed of the following: a) Do not contact the suspected individual in an effort to determine facts or demand restitution; and b) Do not discuss the case, facts, suspicions or allegations with anyone unless specifically asked to do so by the Investigator. 7.3 No information concerning the status of an investigation will be given out other than as permitted under paragraph 8.0. The proper response to any inquiry is: I am not at liberty to discuss this matter. Under no circumstances should any reference be made to the allegation, the crime, the fraud, the forgery, the misappropriation, or any other specific reference. Unauthorised disclosure of information other than in accordance with this Policy may be the subject of disciplinary action. 8.0 CONDUCT OF INVESTIGATION 8.1 The Investigator shall, as soon as it is practicable upon receipt of concerns raised under this Policy, conduct a preliminary assessment on the available information received. This may require a preliminary interview with the whistleblower (if applicable) to obtain additional information. [Intentionally left blank] Page 12

14 8.2 During the course of investigation, interviews must be conducted whenever possible with all relevant witnesses, and every attempt must be made to gather all pertinent data and materials from all available sources. All interviews and activities associated with the investigation must be documented in writing and filed for the purpose of record to support the findings, recommendations and/or actions taken. 8.3 It is in the discretion of the Investigator to allow any witness to have representation or support during an interview. If a witness has a special need for representation or support, permission should be granted. 9.0 STATUS OF INVESTIGATION 9.1 All inquiries concerning the status of the investigation from the person implicated, his or her attorney or representative, or the whistleblower should be made in writing and directed to the Chairman of Audit Committee. 9.2 A response to a written request for the status of the investigation will be provided within 15 days from the date of such written request SAFEKEEPING OF RECORDS 10.1 A confidential record of each reported matter and related documents shall be marked STRICTLY CONFIDENTIAL and stored securely by the Group Company Secretary and/or Head of Group Corporate Assurance for no fewer than seven (7) years. Page 13

15 10.2 It is the responsibility of Group Company Secretary and/or Head of Group Corporate Assurance to place documents on file under the names of each party (where appropriate) in order that it will be immediately apparent if a particular person is involved frequently in complaints PROTECTION TO WHISTLEBLOWER 11.1 A whistleblower will be accorded with the protection of confidentiality of identity, to the extent reasonably practicable under the Whistleblower Protection Act BDB and the Investigator will not disclose his or her identity to any third party without his or her consent except where disclosures is required by law or by the legally binding requirements of any statutory authority or on a strictly confidential basis to a professionally qualified lawyer for the purposes of obtaining legal advice In such a case, the Investigator is required to notify the whistleblower before revealing their identity and if possible, before the disclosure of identity, BDB will discuss with the whistleblower and adopt the next best way to proceed with the matter MONITORING AND REVIEW OF POLICY 12.1 The Audit Committee is responsible for the interpretation and supervision of the enforcement of this Policy BDB must diligently monitor these procedures to ensure that they meet the objectives of relevant legislations and remain effective for BDB and if necessary, implement changes subject to the approval of BDB s Board of Directors. Page 14

16 13.0 DISCLAIMER 13.1 All information, materials and other items appearing in this Policy are subject to change without notice at the discretion of the Board of Directors of Bina Darulaman Berhad ( BOD BDB ). BOD BDB makes no warranty, statement or representation with the use of this Policy or with respect to the accuracy, completeness, or usefulness of the information, materials and other items contained herein BOD BDB shall not be liable for any damages, losses, expenses or other liabilities whatsoever arising in connection with the use of, or inability to use, this Policy by any party, or in connection with any failure of performance, error, omission, interruption, defect, suspension, delay in operations or transmission in the use or operation of this Policy, whether or not BOD BDB has been advised of the possibility of such damages, losses, expenses or liabilities Employees of Group BDB are expressly required not to make defamatory statements and not to infringe or authorize any infringement of copyright or any other legal right by any methods of communications. Any such communication is contrary to company policy and outside the scope of the employment of the individual concerned. The company will not accept any liability in respect of such communication, and the employee responsible will be personally liable for any damages or other liability arising. [Intentionally left blank] Page 15

17 14.0 NOTIFICATION 14.1 This Policy is strictly confidential and is to be used exclusively by BDB and its subsidiary companies. Under no circumstances should this Policy or information contained herein be distributed, reprinted or reproduced in any form without the written consent of the Bina Darulaman Berhad. [END OF POLICY] X:wanida_ezreen/PLEADINGS/BDB BOD(Papers)/SpecialBOD /AmendmentWBP Page 16