1.1 UMS Whistleblowing Framework And Policy (“UWFP”) is an acknowledgement of the commitment of the UMS Holdings Berhad and its group of subsidiaries (“UMS”) to promote and maintain ethical behaviour, transparency and accountability and integrity at workplace which is an integral part of sound Management practice and good corporate governance;
1.2 The aim of the policy is to provide a formal mechanism, confidential channel in encouraging anyone to voice concerns of any wrongdoing that could adversely impact UMS, employees, shareholders, investors, or the public at large without fear of being subject to retaliation; and
1.3 Prohibiting Detrimental Action with respect to good faith reporting of whistleblowing complaints. Any disclosure of information shall be treated with utmost confidentiality and assurance to the strictest level of confidentiality for persons involved and during the processes in handling the case is vital.
2.1 Anyone has the right to whistleblow under UWFP;
2.2 Providing an avenue for anyone with proper procedures in disclosing Improper Conduct;
2.3 Providing fair treatment to both the Whistleblower and the alleged wrongdoer when Improper Conduct is made.
3. OVERSIGHT AND OWNERSHIP OF POLICY
3.1 The Audit Committee (“AC”) has the overall responsibility and shall oversee the implementation of the UWFP.
3.2 The AC has delegated the responsibility for the administration and implementation of the UWFP to the Internal Audit Department (“IAD”).
3.3 The IAD is responsible for incorporating any amendments and updates into the UWFP documents, subject to review by the Managing Director (“MD”), endorsement by the AC and approval by the Board. The IAD shall regularly monitor and review the UWFP to ensure that it meets whistleblowing requirements and the objectives of relevant legislations.
4.1 Good Faith – It is important when the report is made without malice or consideration of personal benefit and the employee has a reasonable basis to believe that the report is true. A report does not have to be proven to be true to be made in good faith. Good faith is lacking when the disclosure is known to be malicious, false or if the maker is reckless as to the truth of the allegation.
4.2 Whistleblower – A person who makes a report of Improper Conduct under this Policy.
4.3 Improper Conduct – Any conduct which if proved constitutes a criminal offence or any conduct that constitutes a wrongdoing or malpractice.
4.4 Detrimental Action –
- 4.4.1 Causing injury, loss or damage;
- 4.4.2 Intimidation or harassment;
- 4.4.3 Retaliation;
- 4.4.4 Interference with the lawful employment or livelihood of any person, including discrimination, discharge, demotion, suspension, termination or adverse treatment in relation to a person’s employment, career, profession, trade or business or the taking of disciplinary action; and
- 4.4.5 a threat to take any of the above actions.;
5. WHISTLEBLOWING COMPLAINTS
5.1 Anyone can make a whistleblowing complaint if he or she is aware or reasonably believes in good faith that any wrongdoings, or any action being committed that fits whistleblowing definition, including but not limited to:
- 5.1.1 Bribery and corruption
- 5.1.2 Fraud
- 5.1.3 Theft or embezzlement
- 5.1.4 Criminal breach of trust
- 5.1.5 Abuse of power
- 5.1.6 Conflict of interest
- 5.1.7 Improper accounting
- 5.1.8 Misappropriation of UMS’s assets
- 5.1.9 Breach of UMS’ policies
- 5.1.10 Miscarriage of justice
- 5.1.11 Non compliance with the laws, regulations, regulatory requirements etc.
- 5.1.12 Insider trading
- 5.1.13 Harassment and / or Sexual harassment
- 5.1.14 Endangerment to employees or general public health or safety
- 5.1.15 Deliberate concealment of any or a combination of the above
6. WHISTLEBLOWER PROTECTION
6.1 All whistleblowing complaints shall be made with good faith in the best interest of UMS and not for any personal interest.
6.2 UMS provides assurance that no action shall be taken against Whistleblower in accordance with the Whistleblower Protection Act 2010.
6.3 The Whistleblower shall be protected from Detrimental Action as a direct consequence of the Whistleblower’s disclosure;
6.4 To ensure whistleblowing complaint is investigated in a fair and reasonable manner;
6.5 Where the Whistleblower has chosen to reveal his/her identity when making such a complaint, written permission from the Whistleblower would be obtained before the information is released;
6.6 The Company shall treat all complaints or disclosures as sensitive and will only reveal information on a “need to know” basis or if required by law, court or authority.
7. INVESTIGATION PROCEDURES
7.1 The IAD will provide the Whistleblower, if known, an acknowledgement of receipt of the complaint of the Improper Conduct;
7.2 In order not to jeopardise any investigation, any person who obtains any confidential information in the course of any investigation of an allegation of Improper Conduct shall make all reasonable efforts to maintain the confidentiality of the confidential information;
7.3 The IAD or Human Resource Department (“HR”) shall check the emails / Suggestion Box / Anonymous Letter routinely (refer to section 8);
7.4 The IAD shall conduct the preliminary assessment on the types of complaints and its findings shall be reported to the AC
7.5 The AC shall decide whether it is a whistleblowing complaint or otherwise. If it is a whistleblowing complaint, then the AC shall appoint the IAD to conduct further investigation which shall be completed within a time frame. If otherwise, then the AC shall let HR to study the case and to determine whether domestic inquiry or disciplinary action is to be taken.
7.6 Upon completion of the investigation, the investigation report shall be reported to the AC for review.
7.7 The AC shall decide whether the complaint is material or a serious criminal offence. If it is material and / or a serious criminal offence, then proceed to section 7.8 for further action. If it is not material and / or not a serious criminal offence, to report to the Board then the MD shall take corrective action to mitigate risk and avoid such risk recurring in the future;
7.8 The AC shall contact with relevant authorities and furnish all the investigation report and supporting documents;
7.9 The AC shall follow up with the authorities on the investigation done by relevant authorities and the finalized investigation report shall then escalate to the Board;
7.10 The Board shall make a decision after identifying and recommending the corrective action to be taken to mitigate the risks of such Improper Conduct recurring and recommending if disciplinary action is to be taken against the wrongdoer.
7.11 The MD shall carry out the decisions of the Board in relation to the findings of the investigation as well as institute the appropriate controls to prevent any further wrongdoings or damage to UMS.
7.12 All information, documents, records and reports relating to the investigation of a wrongdoing shall be kept securely to ensure confidentiality.
7.13 Proven cases shall be furnished to external auditors, as requested during external audit.
8. WHISTLEBLOWING CHANNELS
8.1 Whistleblower may report complaint via emails as follows:
- 8.1.1 Audit Committee Chairman : email@example.com; or
- 8.1.2 Board Chairman : firstname.lastname@example.org; or
- 8.1.3 Code of Conduct Email : email@example.com; or
8.2 via letter addressed to registered office / business office; or
8.3 Suggestion Box at business office.
9. WHISTLEBLOWING PROCESS
9.1 The Whistleblowing process flow chart can be illustrated as in APPENDIX A.
10. REVIEW OF POLICY
This Policy shall be reviewed by AC and for the Board’s approval to ensure its relevance and effectiveness in keeping with the changing business environment, administrative or operational needs as well as changes to legislations.