WZ Satu Berhad (the “Company” or “WZ”) is committed to the values of transparency, integrity, impartiality and accountability in the conduct of its business and affairs. It expects wrongdoings such as fraud, corruption, serious financial impropriety and gross mismanagement to be reported, and facilitates this largely through internal mechanisms.
For this purpose, the Board of Directors has developed procedures for:-
- the receipt, retention and treatment of complaints received by the Group regarding financial, internal control, auditing or operational matters;
- submissions by Group employees, on a confidential basis and in good faith, concerning questionable operational, financial, compliance or auditing matters, as this provides additional protection to employees who come forward with information about actual or potential corporate fraud or malpractices involving employees or officers in the Group;
- any complaints that it receives regarding the Group’s financial statement disclosures, overriding of internal controls, auditing matters, violations of the Group’s adopted policies or breaches of any legislations that affect the Group; and
- other wrongful activities or wrongdoings.
A whistle-blower includes any of the following:-
- WZ’s employees, including employees on contract terms, temporary or short-term employees and employees on secondment, where applicable
- people performing services for WZ, including contractors and service providers
- members of the public who are natural persons, not being incorporated or unincorporated bodies.
[hereinafter referred to as “Person(s)”]
This Policy provides an alternative avenue for Persons to raise concerns if the usual lines of communication are not available. Nothing in this Policy shall interfere with other established operational policies and processes
This Policy aims to:-
- encourage Persons to feel confident in raising serious concerns at the earliest opportunity and to question and act upon concerns about practice
- provide avenues for Persons to raise those concerns and receive feedback on any action taken
- ensure that the appropriate officials receive a response to the whistle-blowers’ concerns and that the appropriate officials are aware of how to pursue them if the whistle-blower is not satisfied
- reassure Persons that they will be protected from possible reprisals or victimisation if they have made any disclosure in good faith
Monitoring and Review
In general, all disclosures pursuant to this Policy are to be made to an officer who is designated by the Board of Directors (“Prescribed Officer”).
The Prescribed Officer is responsible for ensuring compliance with this Policy and shall prepare a report which consists of confidential complaints, entailing the following information:-
- number of complaints
- types of complaints
- nature of process or resolution
- whether or not the allegation was founded
The Board shall be apprised of disclosure matters which are serious in nature or of grave repercussions.
This Policy is intended to complement the normal channels of communication and reporting lines within WZ. Persons shall first consult or raise their concerns with their immediate supervisors or heads or, when necessary.. However, if their complaints or concerns remain unresolved, this Policy provides a facility for such Persons to make formal disclosures to be escalated to the relevant channel detailed on the Contact Information section at the end of this Policy.
- What to disclose
A disclosure may be made if it relates to one or more of the following wrongdoings by any person in the conduct of WZ’s business or affairs:-
- acceptance of favour
- corruption or fraud
- criminal offence
- misuse of WZ’s funds or assets
- gross mismanagement within WZ
- serious financial irregularity or impropriety within WZ
- serious breach of WZ’s Code of Conduct/Ethics
- racial, sexual, disability or other discrimination
- an act or omission which creates a substantial or specific danger to the lives, health, or safety of WZ’s employees, the public or the environment
- failure to comply within the provisions of other laws and regulations where the wrongdoer, knowingly, disregards or does not comply with such provisions
- knowingly directing or advising a person to commit any of the above wrongdoing conduct which is an offence or a breach of the law (a criminal offence has been committed or failing to comply with any other legal obligation)
- When to disclose
A whistle-blower shall come forward with any information or document that he or she, in good faith, reasonably believes and discloses a wrongdoing, which is likely to happen, is being committed or has been committed.The whistle-blower needs to demonstrate that he/she has reasonable grounds for the concerns. However, the whistle-blower is not expected to first obtain substantial evidence of proof beyond reasonable doubt when making a disclosure. If the whistle-blower knows as a matter of fact that there are reasonable grounds of suspicion that a wrongdoing is going to take place, such genuine concerns shall be raised at an early stage.
- How to proceed
Generally, all disclosures pursuant to this Policy are to be made to the Prescribed Officer as follows:-
- A disclosure can be made in writing, orally or via electronic mail (“email”);
- A disclosure shall include at least the following particulars:
- his/her name, designation, current address and contact numbers
- basis or reasons for his/her concerns, for instance, its nature, the date, time, and place of its occurrence and the identity of the alleged wrongdoer
- particulars of witnesses, if any
- particulars or the production of documentary evidence, if any
The whistle-blower may be asked to provide further clarification and information from time to time, for example, if an investigation is conducted.
- The Prescribed Officer shall screen and assess the disclosure to determine whether it is related to a wrongdoing or excluded from the scope of this Policy, and shall prepare general recommendations to the deciding authority.The Board Chairman, as the case may be, has the authority to make the final decisions, including, but not limited to, any of those mentioned clause (d) below and designate any persons, from within or without WZ to conduct any investigation or to carry out any other process pursuant to this Policy (for instance, any meeting or an internal audit).
- Following Paragraph (c) above, the disclosure together with the general recommendations shall be referred by the Prescribed Officer to the Board Chairman who has the authority to make final decisions including, but not limited to, any of the following:-
- rejection of the disclosure
- directing the concerns or any part thereof for consideration under other internal procedures or disciplinary procedures, if appropriate and applicable
- resolution without recourse to an investigation
- directing investigations of the Disclosure and any persons involved or implicated
- suspending the alleged wrongdoer or any other implicated person from work to facilitate any fact-finding or to avoid any employee’s exposure to threat or harm
- designating the Prescribed Officer or any other persons from within or without WZ to conduct any investigation or to carry out any other process pursuant to this Policy
- obtaining any other assistance (for instance, external auditors or legal advice)
- referral to the police or any other appropriate enforcement authority
The Board Chairman shall notify the Board of Directors upon making any final decisions.
- If the disclosure involves a Director, the disclosure shall be referred directly to the Board of Directors who shall then be responsible for the investigation and recommendation to the Board of Directors of WZ. The Board of Directors has the authority to make final decisions.
Being informed and having the opportunity to be heard
The whistle-blower shall be informed of the status of his/her disclosure matter as far as reasonably practicable. The whistle-blower and the alleged wrongdoer are expected to give his/her full cooperation in any investigation or any other process carried out pursuant to this Policy.
The alleged wrongdoer may be asked to attend a meeting to discuss the allegations and must take all reasonable steps to attend the meeting. He/she shall be given an opportunity to answer the allegations at the meeting, and his/her own answers shall be recorded in the minutes of the meeting. The meeting may be adjourned for WZ to obtain any advice or proceed with further investigations. A meeting may not necessarily be held within the early stages of an investigation.
In the event the whistle-blower is implicated or discovered to be or have been involved in any wrongdoing, he/she may also be investigated so as to complete the fact-finding process. An investigation is not and shall not be treated as a reprisal against the whistle-blower. It is to facilitate decision making. The whistle-blower may then be asked to attend a meeting to discuss the allegations and must take all reasonable steps to attend that meeting. He/she shall be given an opportunity to answer the allegations at that meeting, and his/her own answers shall be recorded in the minutes of that meeting. That meeting may be adjourned for WZ to obtain further advice or proceed with further investigations.
The whistle-blower, and if applicable, the alleged wrongdoer shall be notified in writing of the decision on the wrongdoing (e.g. whether the wrongdoing occurred or not; or whether the alleged wrongdoer is guilty or not), and the basis thereof.
Consequences of wrongdoing or wrongful disclosure
If the Person (i.e. the whistle-blower) of WZ has, or is found to have:-
- committed a wrongdoing
- taken serious risks which may likely cause a wrongdoing to be committed
- made a disclosure not in accordance with the requirements of this Policy (for instance, dishonest, mischievous or malicious complaints)
- participated or assisted in any process pursuant to this Policy otherwise than in good faith,
the corrective actions to be taken against that Person shall be determined by the Board Chairman, which may include, disciplinary measures, formal warning or reprimand, demotion, suspension or termination of employment or services with WZ or monetary or other forms of punishment.
Protection under this Policy
Upon making a disclosure in good faith, based on reasonable grounds and in accordance with the procedure pursuant to this Policy:-
- the whistle-blower shall be protected from reprisal within WZ Group as a direct consequence of his/her disclosure.
- the whistle-blower’s identity shall be protected, i.e. kept confidential unless otherwise required by law or for the purpose of any proceedings by or against any company in the WZ Group.
Review and revision to the Policy
This Policy, which accords in spirit with the requirements of the Companies Act, 1965 and the Capital Markets and Services Act, 2007 insofar as whistle-blowing is concerned, shall be reviewed, at the Board’s discretion, and amended from time to time, as and when necessary, to ensure its relevance and effectiveness in keeping with the Group’s changing business environment, administrative or operational needs as well as changes to legislations. Changes to the Policy, if any, shall only be made with the Board’s approval in writing.