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The
Board is committed to continuously and consistently raising the level
of corporate governance practices of the Company to protect the
interest of shareholders and to promote investor confidence.
This report describes the Company’s corporate governance policies
and practices with specific reference made to each of the principles of
the Code of Corporate Governance (“Code”) in compliance
with the Listing Manual of the Singapore Exchange Securities Trading
Limited. Other than deviations which are explained in this statement,
the Company has generally complied with the principles of the Code
where relevant and practical to the Group.
Board of
Directors
The Board
comprises the following members:
Executive:
Mr Koh Kian Kiong (Executive Chairman & CEO)
Ms Koh Maggie
Non-Executive
and Independent
Mr Heng Lee Seng
Mr Chan Lay Ho
Mr Yee Kee Shian Leon (appointed on 23 March 2010)
Mr Khoo Boo Yeow Andrew (appointed on 10 August 2012)
The number of Board and Board committee meetings held in the year and
the attendance of each director, where relevant, are set out as follows:
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Board |
Audit
Committee |
Nominating
Committee |
Remuneration
Committee |
| |
No. of
Meetings |
Attendance |
No. of
Meetings |
Attendance |
No. of
Meetings |
Attendance |
No. of
Meetings |
Attendance |
| Mr Koh Kian Kiong |
8 |
8 |
N.A. |
N.A. |
1 |
1 |
N.A. |
N.A. |
Ms Koh Maggie
|
8 |
8 |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
| Mr Heng Lee Seng |
8 |
7 |
6 |
6 |
1 |
1 |
2 |
2 |
| Mr Chan Lay Ho |
8 |
7 |
6 |
5 |
1 |
1 |
2 |
2 |
| Mr Yee Kee Shian Leon |
8 |
8 |
6 |
5 |
N.A. |
N.A. |
2 |
2 |
| Mr Khoo Boo Yeow Andrew |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
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Principle 1:
THE BOARD’S CONDUCT OF ITS AFFAIRS
The main functions of the Board are: |
- approving
the Group’s policies, strategies and financial objectives of the
Company and monitoring the performance of Management;
- overseeing
the processes for evaluating the adequacy of internal controls, risk
management, financial reporting and compliance;
- approving
the nominations of Board of Directors and appointments of Key
Management Executives;
- approving
quarterly results announcements;
- approving
annual results and financial statements;
- approving
annual budgets, major funding proposals, acquisition and disposal of
investments and proposals; and
- assuming
responsibility for corporate governance and compliance with the
Companies Act and the rules and requirements of regulatory bodies.
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To facilitate
effective management, certain functions have been delegated to various
Board Committees, each of which has its own written terms of reference
and whose actions are reported to and monitored by the Board.With the
Company Secretary’s assistance, the Board and Management are kept
continually apprised of their compliance obligations and
responsibilities arising from regulatory requirements and changes.
The Company’s Articles of Association (“Articles”)
allow Board meetings to be conducted by way of teleconferencing to
facilitate Board participation.
The Company also has in place a budget for Directors’ training
programmes. This is utilised for Directors’ participation in
industry conferences and seminars and application to courses of
instruction/training programmes in connection with their duties as
Directors. The budget may be utilised by each Director subject to the
approval of the Chairman.
The Board works closely with Management ensuring that obligations to
shareholders and other stakeholders are complied with.
The Board meets at least quarterly, and more frequently when required,
to review and evaluate the Group’s operations and performance and
to address key policy matters, where necessary.
Principle 2:
Board Composition and Balance
As at year end, the Board had comprised 3 Independent Directors and 4
Executive Directors. The Board complies with the
recommendation in the Code for at least one-third of the Board to
comprise Independent Directors.
The independence of each Director is reviewed annually by the
Company’s Nominating Committee (“NC”). The NC adopts
the Code’s definition of what constitutes an Independent Director
in its review, and further ensures that no individual or group of
individuals dominate the Board’s decision-making process.
The Non-executive Directors contribute to the Board process by
monitoring and reviewing Management’s performance against goals
and objectives. Their views and opinions provide alternative
perspectives to the Group’s business and they bring independent
judgement to bear on business activities and transactions involving
conflicts of interest and other complexities. Where the need arises,
Non-executive Directors will meet without the presence of Management.
Key information regarding the Directors is set out on page 6 & 7 of
the Annual Report. The NC is of the view that the size, composition,
range of experience and the varied expertise of the current Board
provides core competencies necessary to meet the Company’s needs.
Principle 3:
ROLE OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER (“CEO”)
Mr Koh Kian Kiong is the Executive Chairman and CEO of the Company. As
one of the founders of the Group, Mr Koh has been for leading the Board
and has assumed full executive responsibilities over the directions and
operational decisions of the Group since 1974.
The Board is of the view that having Mr Koh assume the roles of both
Chairman and CEO has not compromised accountability and independent
decision-making as there is a sufficient number of Independent
Directors on the Board to exercise objective judgement on decisions.
Notwithstanding that the Company has benefited from having an Executive
Chairman who is knowledgeable about the businesses and operations of
the Company, the Board is looking into the issue of CEO succession and
the segregation of the two positions. In compliance with the Code, Mr
Heng Lee Seng has been appointed Lead Independent Director to address
shareholders’ concerns, if any.
The Chairman ensures that Board meetings are held when necessary. The
Chairman reviews most Board papers before they are presented to the
Board and ensures that Board members are provided with complete,
adequate and timely information. Members of Management who can provide
additional insight into the matters to be discussed are invited to
attend the relevant Board or Board Committee meetings.
Principle 6:
Access to Information
The Company recognizes that the flow of accurate and timely information
is important for the Board to be effective in the discharge of its
duties. Accordingly, it endeavours to meet the information needs of the
Directors, such as requests for further explanations, briefings or
informal discussions on any aspect of the Company’s operations or
business issues. The Directors are provided with the contact details of
the Company’s Key Management and Company Secretary to facilitate
access to information.
The Board seeks independent professional advice as and when necessary
to enable it to discharge its responsibilities effectively. Subject to
the approval of the Chairman, Directors, whether as a group or
individually, may seek and obtain independent professional advice to
assist them in their duties, at the expense of the Company.
The Company Secretary or her representative attends and prepares
minutes of all Board and Board Committee meetings. She assists the
Chairman in ensuring that Board procedures are followed and that all
relevant statutes, rules and regulations, including requirements of the
Singapore Exchange Securities Trading Limited (“SGX-ST”),
are complied with. She is also the primary channel of communication
between the Company and the SGX-ST.
The appointment and
the removal of the Company Secretary is a Board matter.
Executive
Committee
The Executive Committee (“EC”) comprises the following
Directors:
Mr Koh Kian Kiong
Ms Koh Maggie
The EC meets regularly and performs the following functions:
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- Approves investment/divestment
proposals within 5% of NTA;
- Reviews and submits the
Group’s business plans to the Board;
- Establishes guidelines and
approval limits for the management and operation of the Group’s
businesses;
- Reviews budget against the
performance of each business unit; and
- Ensures that interested person
transactions are undertaken at arm’s length and on commercial
terms.
- Oversees and implements
appropriate systems to manage risks.
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Nominating
Committee
Principle 4: Board Membership
Principle 5: Board Performance
The members of the Company’s Nominating Committee
(“NC”) are:
Mr. Heng Lee Seng
Mr. Koh Kian Kiong
A majority of the NC members, including the Chairman of the NC, are
non-executive independent directors
and are not related to any substantial shareholder of the Company.
The duties of the NC are as follows: |
- To review annually the independence
of each director with reference to the criteria set out in the Code;
- To review all nominations for new
appointments and re-appointments of Directors and put forth their
recommendations for approval by the Board; and
- To determine whether a Director is
able to and has been adequately carrying out his duties as a Director
of the Company, particularly, when a Director has multiple Board
representations.
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New Directors
undergo an orientation programme whereby they are briefed by the
Company Secretary on their obligations as Directors, as well as the
Group’s corporate governance practices, and relevant statutory
and regulatory compliance issues, as appropriate. They are also briefed
by Management on the Group’s industry and business operations.
The NC has reviewed the independence of each Director for the financial
year ended 31 December 2009 in accordance with the Code’s
definition of independence and is satisfied that more than one-third of
the Board comprises Independent Directors.
In accordance with the Company’s Articles, each Director has to
retire at least once every three years by rotation and all newly-
appointed Directors have to retire at the next Annual General Meeting
(“AGM”) following their appointments. The retiring
Directors may offer themselves for re-election. For the year in review,
Ms Koh Maggie and Mr Hoon Tai Meng are retiring by rotation in
accordance with Article 91 of the Company’s Articles. Mr Yee Kee
Shian Leon will retire in accordance with Article 97 of the
Company’s Articles.
The NC has recommended the re-nomination of Ms Koh Maggie and Mr Yee
Kee Shian Leon for re-election at the forthcoming AGM.
The dates of initial appointment and last re-election of each Director
are set out below:
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| Name |
Position |
Date of initial appointment |
Date of last re-election |
| Mr. Koh Kian Kiong |
Executive Chairman
& CEO |
13 November 1999 |
26 April 2009 |
| Ms Koh Maggie |
Executive Director |
13 November 1999 |
14 May 20010 |
| Ms Heng Lee
Seng |
Independent
Director |
22 August 2000 |
29 April 2011 |
| Mr Yee Kee
Shian
Leon |
Independent
Director |
23 March 2010 |
14 May 2010 |
| Mr Khoo Boo Yeow
Andrew |
Independent
Director |
10 August 2012 |
N.A. |
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The NC has in place
a Board performance evaluation process where the effectiveness of the
Board as a whole is assessed. This annual evaluation exercise provides
an opportunity to obtain constructive feedback from each Director on
whether the Board’s procedures and processes allowed him to
discharge his duties effectively and to propose changes which may be
made to enhance Board effectiveness as a whole.
Audit
Committee
Principle 10: Accountability and Audit
Principle 11: Audit Committee
Principle 12: Internal Controls
Principle 13: Internal Audit
The members of the Company’s Audit Committee (“AC”)
are:
Mr Heng Lee Seng (Chairman)
Mr Yee Kee Shian Leon (appointed 23 March 2010)
The AC comprises entirely of Non-executive and Independent Directors. A
majority of the AC members are Certified Public Accountants and are
appropriately qualified to discharge their responsibilities and capable
of exercising sound and independent judgement.
The key responsibilities of the AC include the following:
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- to review the scope, audit plans,
results and effectiveness of the external and internal auditors;
- to review interested person
transactions in accordance with the requirements of the Listing Rules
of the SGX-ST;
- to review and recommend to the
Board the release of the quarterly, half year and full year financial
statements;
- to review and recommend the
re-appointment of the external auditors, and approving the remuneration
of the external auditors;
- to review the independence of the
external auditors annually; and
- to review all non-audit services
provided by the external auditors to determine if the provision of such
services would affect the independence of the external auditors.
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The AC is empowered to
investigate any matter relating to the Group’s accounting,
auditing, internal controls and financial practices brought to its
attention, with full access to records, resources and personnel, to
enable it to discharge its functions properly. It has full access to
and the co-operation of Management, including the internal auditors,
and has full discretion to invite any Director and executive officer to
attend its meetings.
The Group has an Internal Audit department which reports primarily to
the Chairman of the AC. The AC ensures that the team is adequately
resourced and has the appropriate standing within the Group. It also
reviews and approves the annual internal audit plan proposed by the
Internal Audit department.
The Group also out-sourced certain internal audit projects to BDO
Raffles Consultants Pte Ltd (“BDO”) to strengthen the
internal audit function to meet the growing global emphasis on
corporate governance, compliance and risk assessment. The Internal
Audit department and BDO report independently their findings and
recommendations to the AC.
In performing its functions, the AC reviews the overall scope of both
internal and external audits, and the assistance given by Management to
the auditors. The AC also meets with the internal and external auditors
annually, without the presence of Management to discuss the results of
their respective audit findings and their evaluation of the
Group’s system of accounting and internal controls.
The AC has reviewed the Group’s risk management policies and,
based on the audit reports and management controls in place except for
certain areas which improvement is needed, is satisfied that there are
adequate internal controls in the Group.
The AC has adopted a whistle-blowing programme to encourage and to
provide a channel for Group employees to report and to raise, in good
faith and in confidence, their concerns about possible improprieties in
matters of financial reporting or other matters.
The AC is also satisfied with the independence and objectivity of the
external auditors and has recommended to the Board the re-appointment
of Ernst & Young LLP as the Company’s external auditors at
the forthcoming AGM.
Remuneration
Committee
Principle 7: Procedures for Development of Remuneration Policies
Principle 8: Level and Mix of Remuneration
Principle 9: Disclosure of Remuneration
The members of the Company’s Remuneration Committee
(“RC”) are:
Mr Heng Lee Seng (Chairman)
Mr Yee Kee Shian Leon
The RC comprises entirely Independent Directors.
The RC has access to
external professional advice on remuneration matters, if required.
The RC, through a competitive and appropriately structured framework of
remuneration, aims to motivate and retain executives and ensure that
the Company is able to attract talents in the market in order to
maximise shareholder value. In consultation with the Chairman of the
Board, the RC will:
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- recommend to the Board a framework
of remuneration for Executive Directors and Key Management Executives
of the Company that is aligned with the interests of shareholders and
ensure that such remuneration is appropriate to attract, motivate and
retain the right talents for the Group;
- review and recommend to the Board
for their endorsement the annual remuneration packages for Executive
Directors, Key Management Executives and employees related to Directors
or, controlling shareholders of the Group, which include a
performance-related variable bonus component; and
- decide on the early termination
compensation of Directors.
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The Company adopts a
remuneration policy for Executive Directors and Key Management
Executives comprising a fixed component and a variable component. The
fixed component is in the form of a base salary and fixed bonus. The
variable component is in the form of profit-sharing or a variable bonus
that is linked to the performance of the Company and the individual.
The Executive Directors’ service contracts are renewed annually.
As part of its review,
the RC covers all aspects of remuneration, including but not limited,
to Directors’ fees, salaries, allowance, bonuses and
benefits-in-kind.
The RC ensures that the remuneration packages of employees related to
Executive Directors and controlling shareholders of the Group are in
line with the Group’s staff remuneration guidelines and
commensurate with their respective job scopes and levels of
responsibilities.
There is one Key Management Executive of the Group who is an immediate
family member of the CEO and whose remuneration exceeds S$150,000 in
2009.
Non-executive Directors’ fees are set in accordance with a
remuneration framework comprising a basic fee and increment fixed fee
for the level of responsibilities such as chairing Board Committees.
The Non-executive Directors’ fees proposed are subject to
shareholders’ approval at the AGM.
The Company does not have a long-term incentive or share option scheme
in place.
The following information relates to the remuneration of Directors for
the year ended 31 December 2009:
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Fees % |
Salary % |
Profit
Sharing % |
Other Benefits % |
Total % |
| Directors of the Company |
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| S$500,000 and above |
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| Mr Koh Kian Kiong |
- |
95 |
- |
5 |
100 |
| S$250,000 to S$499,999 |
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Ms Koh Maggie
|
- |
90 |
- |
10 |
100 |
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- |
- |
- |
- |
- |
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- |
- |
- |
- |
- |
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| Less than S$250,000 |
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| Mr Heng Lee Seng |
100 |
- |
- |
- |
100 |
| Mr Yee Kee Shian Leon |
- |
- |
- |
- |
- |
| Mr Khoo Boo Yeow Andrew |
- |
- |
- |
- |
- |
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- |
- |
- |
- |
- |
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KEY
EXECUTIVES’ REMUNERATION
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In view of the
confidentiality of remuneration matters, the Board is of the opinion
that it is in the best interests of the Company not to disclose the
names and exact remuneration of Key Management Executives in the Annual
Report.
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| Remuneration Bands |
Number of Key Management Executives |
| S$500,000 and above |
1 |
| S$250,000 to
S$499,999 |
1 |
| Below S$250,000 |
3 |
| Total |
5 |
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There is 1 key executive of the Group who is an immediate family member
of the CEO and whose remuneration exceeded S$150,000 in 2009.
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Communication with Shareholders
Principle 14: Communication with
Shareholders
Principle 15: Effective Shareholders’ Participation
The Board is mindful of its obligation to provide timely disclosure of
material information. The Board is accountable to the shareholders
while Management is accountable to the Board.
The Company does not
practise selective disclosure. Announcements, including quarterly,
half-year and full-year results, are released through SGXNET and news
releases. The Company has engaged the services of a public relations
company to facilitate the dissemination of information to investors and
the public since becoming publicly listed in 2000. All shareholders of
the Company receive a copy of the Annual Report of the Company and the
Group.
At general meetings,
shareholders are given the opportunity to express their views and ask
questions regarding the Group and its businesses.
Resolutions on each
distinct issue are tabled separately at general meetings.
The Chairmen of the
AC, NC and RC are available to address questions at the Company’s
AGMs. The Company’s external auditors are also present to assist
the Directors in addressing any relevant queries from shareholders.
Dealings in
Securities
The Company has adopted a policy for securities transactions which
provide guidance to its Directors and officers of the Group. Under this
policy, Directors and officers are not permitted to deal in the
Company’s securities while in possession of price-sensitive
information and for the periods commencing 2 weeks before the release
of quarterly results and 1 month before the release of full-year
results.
Interested
Person Transactions
The Company has adopted an internal policy in respect of any
transactions with interested persons and has set out the procedures for
review and approval of the Company’s interested person
transactions. All interested person transactions are subject to review
by the AC.
The Company confirms that the aggregate value of all interested person
transactions during the financial year under review is less than
S$100,000.
Material
Contracts
No material contracts were entered between the Company and any of its
subsidiaries with any Director or controlling shareholder during the
financial year ended 31 December 2009.
Enterprise Risk Management Steering Committee
The Company had on January 2010 established an Enterprise Risk
Management Steering Committee (“ERM Steering Committee”),
to provide an appropriate formal framework to monitor risks and threats
faced by the Company and its Group subsidiaries. The ERM Steering
Committee comprises members of the EC and certain Key Management
Executives (e.g. internal auditor, internal legal counsel, business
development director, finance personnel).
The ERM Steering Committee has the authority of the Board to
investigate any aspect of the Company or of any of its controlled
entities. The ERM Steering Committee has explicit access to Key
Management Executives and other employees of the Company, in order to
carry out its functions and duties adequately.
The terms of reference of the ERM Steering Committee had been reviewed
and adopted by the Board.
Enterprise Risk Management Programme
The AC provides oversight to the risk management procedures of the
Company and supported by a Risk Management Committee chaired by a
nominated Chief Risk Officer. The Risk Management Committee comprises
key management personnel including Head of Finance, Legal, Operations
and other Executive Directors of the Company.
The purpose of risk management is to identify risks that may have
significant impact on the organisation, implement countermeasures or
warning systems for the detection of risks at the onset. Risk
management procedures are designed to facilitate regular and timely
reporting of key risk events and to call to action specific action
plans where necessary.
The Company has completed the pilot phase of an enterprise-wide risk
management programme which focuses on development of a robust risk
reporting structure, a structured risk management process and a risk
monitoring system that requires key projects, investments or events to
be subjected to an ongoing risk assessment from inception stages.
Risk Reporting Structure
The ERM Steering Committee submit quarterly reports to the AC on the
key risks being managed by the Company and on trends of risk
indicators. The following chart provides an overview of the risk
reporting structure:
Risk Management Process
The Company has adopted the following risk management framework:
Risk
Identification
Risk questionnaires are disseminated to key personnel across the Group
to obtain their inputs on the key risks affecting their areas of
responsibilities. The risks are further consolidated by the ERM
Steering Committee and recorded as part of the Group risk register.
Risk
Assessment
A uniform grading methodology is used to provide a quantitative
assessment of the identified risks by the risk respondents. The risk
register contains the countermeasures to identified risks and the
person responsible for monitoring the risk. Where applicable, action
plans are developed to cover deficiencies in the current risks
monitoring system.
Risk
Mitigation
The countermeasures to risks identified by the programme are documented
and risks accepted as part of inherent business risks are subject to
review and acceptance process.
An important part of the Company’s business is in large scale
overseas projects involving different fields of expertise. As part of
internal risk reporting procedures, all projects that exceed an
internally set limit will have to submit detailed risks assessment
reports to the Executive Directors before the Company can commit to the
projects.
Risk
Monitoring
The ERM Steering Committee will meet at least quarterly and also
whenever the need arises to discuss risk management-related issues.
They provide the first line of monitoring risks that could have an
impact on the Company. In addition, the risk reports are mapped to the
internal audit plan to ensure that applicable risks are covered and
assessed in the course of internal audits conducted during the year.
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WHISTLE-BLOWING
POLICY
As the Company strives
to achieve best
employment practices and maintain a high standard of corporate
governance, this policy on whistle-blowing is designed to provide
guidance on suspicion, reporting and investigation of fraudulent
practices within the Company and its subsidiary/associate companies
(collectively known as the “Group”).
Objectives
The objectives of the policy are:
• To communicate the
Company’s
expectations of employees of the Group (hereinafter referred to as
“employee(s)”) in detecting fraudulent practices;
• To guide employees on actions
to address their
concerns or suspicions of fraudulent activities;
• To provide a process for
investigations and
management reporting; and
• To establish the policies for
protecting
whistle-blowers against reprisal by any person internal or external to
the Group.
Types of
Action Covered by Policy
This policy is intended to deal with concerns about wrongdoings that
fall within the following activities:
• Fraud or corruption or any
dishonest act
• Criminal activity including
forgery or
falsification of and alteration to Company documents/accounts
• Breach of legal obligation
(including
negligence, breach of contracts)
• Danger of destruction to and
unsafe practices
in the work environment
• A person abusing his position
for personal
gain such as insider trading; disclosure of confidential and
proprietary information to party(ies) without prior authorization and a
need-to-know basis; accepting/seeking anything of material value from
business associates eg. vendors
• Destruction of or
theft/pilferation of the
Group’s assets in any manner
• Any similar or related
inappropriate conduct
or activities that might lead to other damaging implications to the
Group.
Scope of
Policy
This policy applies to any of the above actions involving employees,
vendors/contractors, consultants, and/or any other parties whom the
Group has a business relationship with.
Policy
All employees are responsible for highlighting any suspicion of
fraudulent practices and inappropriate activities within the Group and
bringing them immediately to the attention of the Chairman of the Audit
Committee (“AC”).
All personnel must provide full cooperation and support to the
Investigation Committee. The Company views whistle-blowing seriously
and acts on the following where necessary:
• Not allow the
person “blowing the whistle” to be victimized;
• Treat
victimization of whistle-blowers as a serious matter that may lead to
disciplinary action including dismissal; and
• Take disciplinary
action if any employee destroys or conceals evidence of poor or
unacceptable practice or misconduct or makes untrue allegations.
The employee who has reported a suspicion of fraudulent practices in
good faith and in compliance with the provisions of this policy shall
not be prejudiced in his position in any way as a result of the
reporting.
The policy is not intended for personal complaints or for employees who
seek personal gain or who otherwise do not act in good faith and the
Company will not tolerate any such malicious acts. Disciplinary
action(s) may be taken against such informant(s).
Process
(Appendix A)
All employees are responsible for reporting any fraudulent practices
and inappropriate activities within the Group and bringing them
immediately to the attention of the AC Chairman via any of the
following:
• By email to
office of the AC Chairman at hls@hlsco.com
• By surface mail
for the attention of the AC Chairman at the following address:
Mr Heng Lee Seng
15 Hoe Chiang Road #12-02
Tower Fifteen
Singapore 089316
The report should be factual and contain as much information as
possible to facilitate proper assessment and urgency of investigative
procedures.
(a) Once whistle-blowing is initiated,
the AC
Chairman will disseminate the information to the other members of the
AC. An initial assessment will be conducted on the
“Whistle-Blowing Report” form (Appendix B) to
determine how
the investigation should proceed.
(b) The Investigation Committee will
include AC
Chairman.
(c) The Investigation Committee may
contact the
whistle-blower and any party(ies) or personnel for further information
and/or any documents that can shed light to the investigation during
the course of the investigation.
Whistle-blowing reports made on an anonymous basis will also be duly
reviewed and investigated. However, it must be noted that
investigations of anonymous reports would be limited or impeded due to
lack of information. Accordingly, employees are urged not to make
reports on an anonymous basis.
(d) The Investigation Committee must
exercise great
care, sensitivity and timeliness whilst carrying out the investigation
to avoid “misleading or wrongful” conclusions or
actions
which might affect the evidence of the investigation or result in
wrongful accusations of any party(ies).
(e) An investigation report will be put
up by the
Investigation Committee for review and approval.
Upon approval, recommended actions will be initiated. Neither the AC
Chairman nor the Investigation Committee has the authority to terminate
any employee found guilty of any of the above action.
(f) Investigation results are
confidential and will
NOT be disclosed or discussed with anyone
other than those with a legitimate need to know. The whistle-blower
will not be updated on the outcome of the investigations other than
confirmation that the matter has been dealt with by the Company. This
is to safeguard all parties, including the Company.
(g) Consolidation of all whistle-blowing
activities
by AC Chairman are to be submitted on a
quarterly basis (Appendix C) to the AC and Board of Directors.
(h) The AC and Board of Directors are to
review
actions taken by the Company towards whistle
blowing initiatives and ensure that fraudulent practices are reviewed
without prejudice or biasness, and executed with professional integrity
in compliance with the Company’s policy.
Administration
The AC Chairman will be responsible for administration of this policy,
which will be reviewed annually by the Board of Directors.
Immunity
from Disciplinary Action
The Company encourages the reporting of fraudulent practices and
inappropriate activities and in pursuit thereof, shall grant
administrative immunity to whistle-blowers.
A whistle-blower acting in good faith and who has not himself or
herself engaged in serious misconduct or illegal conduct shall be
protected from any forms of harassment, retaliation, adverse employment
or career advancement consequence or discrimination, including but not
limited to demotion, dismissal or reduction of compensation or
privileges of employment.
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