Purpose
Natural Cool Holdings Limited (“NCH”) is committed to a high standard of corporate governance. As one of the elements of corporate governance, this Whistle-blowing Policy (“Policy”) aims to provide a trusted avenue for employees, vendors, contractors, customers and other business stakeholders (“Whistle-blowers”) to report fraudulent practices or other improper, unethical conducts within NCH and its subsidiaries (collectively the “Group”). This Policy also aims to ensure that arrangements are in place to facilitate independent investigation and corrective actions on the reported areas. It is not designed to question financial or business decisions taken by Group nor should it be used to reconsider any matters which have already been addressed under harassment, complaint, disciplinary or other procedures.
NCH takes Whistle-blowing seriously as it helps to surface inconvenient truths and unique insights that would otherwise not be surfaced. Whistle-blowing can also help to promote structured learning and empower people to have a voice. Finally, Whistle-blowing contributes to excellence, in line with NCH’s mission.
SCOPE
The Policy is intended to facilitate Whistle-blowing on past, present or future wrongdoings in the following general areas:
- financial reporting, accounting or other financial matters;
- corruption, misappropriation or blackmail;
- conflicts of interest: when an individual’s personal interest interferes with the interests of the Group;
- breach of confidentiality and misuse of insider information;
- improper use of assets belonging to the Group;
- health and safety breaches
- environmental damage
- significant breaches of Group policies or internal controls, including the Code of Conduct and Ethics;
- any criminal offence or failure to comply with a legal or regulatory obligation; or
- concealment of any of the above.
COMMITTEES
The Audit and Risk Committee (“ARC”) is empowered to look into all issues and or concerns raised by Whistle-blowers. Upon receiving a disclosure, the ARC will set up a temporary Whistle-Blowing Committee (“WBC”) lasting the duration needed to resolve the disclosure, taking great care not to include anyone who is the subject of the disclosure. The WBC shall make the whistle-blowing report and recommendation to the ARC Chairman or the Board of Directors for their attention and further action as necessary. For serious or criminal offences, the WBC shall have access to the appropriate external advice where necessary and may at its discretion report the matter to the relevant Government or external authorities for further investigation.
PROCEDURE FOR SUBMISSION OF ISSUES/CONCERNS
Whistle-blowers should highlight matters mentioned above within the Group immediately, prior to seeking resolution outside the Group.
One should report his/her concern to the ARC Chairman, who is responsible for handling all reported cases and ensuring that issues raised are properly resolved by the Management or other appropriate parties. The channels of reporting to the ARC Chairman are as follows:
Email report.nch@natcool.com
Whistle-blowers are encouraged to provide evidence of the malpractice or misdemeanours. Whistleblowers are given a choice not to provide evidence, such disclosures will still be investigated, albeit being prioritised lower than disclosures with evidence to increase the likelihood of arriving at a conclusion.
The Group is committed to protecting the identity of Whistle-blowers, and protecting the Whistleblowers against detrimental or unfair treatment:
(a) Harassment or Victimisation: WBC will not allow Whistle-blowers to be harassed or victimised. Threat, harassment and victimisation of Whistle-blowers is a serious matter that may lead to disciplinary actions, including termination of employment.
(b) Confidentiality: WBC will make every effort to protect the Whistle-blowers’ identities.
(c) Destroy / Conceal Evidence: WBC will take disciplinary action if any employee destroys or conceals any evidence of poor or unacceptable practices or misconduct, or make untrue allegations.
(d) Immunity from Disciplinary Action
(e) The Group encourages the reporting of fraudulent practices and inappropriate activities, and in pursuit thereof, shall grant administrative immunity to Whistle-blowers. No person should suffer reprisal as a result of reporting a genuine concern. A Whistle-blower acting in good faith and who has not engaged in serious misconduct or illegal conduct shall be protected from any forms of harassment, retaliation, adverse employment or career advancement consequences or discrimination, including but not limited to demotion, dismissal or reduction of compensation or privileges of employment.
(f) Anonymous Allegations
(g) The policy requires employees to put their names to allegations because appropriate followup questions and investigations may not be possible unless the source of the information is identified. Concerns expressed anonymously will still be investigated, but consideration will be given to the severity and credibility of the issues raised and the likelihood of confirmation of the allegation from attributable sources and information provided.
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 Group will not tolerate any such malicious acts. Disciplinary action(s) may be taken against such informant(s).
PROCESS FOR REVIEW OF DISCLOSURES
All disclosures will be independently assessed by the ARC Chairman to ensure fair and consistent treatment. Any individual making a Whistle-blowing report will retain his/her anonymity unless he/she agrees otherwise. He/she will also be kept informed of who is handling the matter. All records will be kept strictly confidential by the WBC. In the ARC Chairman’s absence, one of the ARC members will be
appointed to take charge of the matter.
The review of disclosures follows the following process:
(a) Once Whistle-blowing is initiated, the ARC Chairman, together with his committee, will conduct an initial assessment to determine the severity as well as how the investigation should be proceeded. The ARC Chairman will set up the WBC and request assistance from the external party when necessary.
(b) The WBC 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.
(c) The WBC will 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 accusation of any party(ies).
(d) A Whistle-Blowing Report will be put up by the WBC to the ARC Chairman for review and approval together with the Board of Directors. Upon approval, recommended actions will be initiated. Neither the ARC Chairman nor the WBC has the authority to terminate any employee found guilty of being reviewed under this policy.
(e) Investigation outcomes will only be disclosed to the Whistle-blowers should they choose to be non-anonymous and provide their contact information. Anonymous Whistle-blowers will not be entitled to the investigation outcomes. Any Whistle-blower who is dissatisfied with the outcomes can send in a follow-up (e)mail should he/she have stronger and more incriminating evidence.
(f) Consolidation of all Whistle-blowing activities by the WBC will be submitted on a half-yearly basis to the ARC and Board of Directors.
(g) The ARC and the Board of Directors will review actions taken by the Group towards Whistleblowing initiatives and ensure that fraudulent practices are reviewed without prejudice or biasness, and executed with professional integrity in compliance with the Group’s policy.
REVIEW OF WHISTLE-BLOWING POLICY
The ARC is responsible for reviewing and updating the policy periodically, where the policy may be modified to maintain compliance with applicable laws and regulations, or to accommodate organisational changes. Any such revision to the policy can only be implemented after securing the approval of the ARC Chairman.
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