Corporate Governance

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Whistle-Blowing Policy


Purpose


The Company’s standard of compliance with accounting, financial reporting, internal controls, corporate governance and auditing requirements and any legislation relating thereto. In line with this commitment, the Whistle-blowing Policy (this “Policy”) aims to provide an avenue for employees and external parties to raise concerns and offer reassurance that they will be protected from reprisals or victimisation for whistle-blowing in good faith.


This Policy is intended to conform to the guidance set out in the Code of Corporate Governance which encourages employees to raise concerns, in confidence, about possible irregularities.


Objectives of this Policy

 

  1. Deter wrongdoing and to promote standards of good corporate practices.

  2. Provision of proper avenues for employees and other persons to raise concerns about actual, suspected or possible improprieties in matters of financial reporting or other matters and receive feedback on any action taken.

  3. Give whistle-blowers the assurance that they will be protected from reprisals or victimisation for whistle-blowing in good faith.


Policy


This Policy is intended to cover concerns over wrongdoing or malpractice within or by the Group, including, without limitation, the following: -

(a) concerns about the Group’s accounting, internal controls or audit matters;

(b) breach of or failure to implement or comply with the Group’s policies or code of conduct;

(c) impropriety, corruption, acts of fraud, theft and/misuse of the Group’s properties, assets or resources;

(d) conduct which is an offence or breach of law;

(e) abuse of power or authority;

(f) serious conflict of interest without disclosure;

(g) intentional provision of incorrect information to public bodies;

(h) any other serious improper matters which may cause financial or non-financial loss to the Group, or damage to the Group’s reputation;

(i) fraud against investors, or the making of fraudulent statements to the Singapore Exchange Securities Trading Limited, members of the investing public and regulatory authorities;

(j) acts to mislead, deceive, manipulate, coerce or fraudulently influence any internal or external accountant or auditor in connection with the preparation, examination, audit or review of any financial statements or records of the Group; and

(k) concealing of information about any malpractice or misconduct.


The above list is intended to give an indication of the kind of conduct which might be considered as “wrongdoing”. In cases of doubt, the whistle-blower should seek to speak to his or her immediate superior or follow the procedure for reporting under this Policy.

Protection Against Reprisals


If an employee raises a genuine concern under this Policy, he or she will not be at risk of losing his or her job or suffering from retribution or harassment as a result. Provided that the employee is acting in good faith, it does not matter if he or she is mistaken.


However, the Group does not condone frivolous, mischievous or malicious allegations. Appropriation action (including disciplinary action) may be taken against employees and other persons who made such allegations.
Confidentiality


The Group encourages the whistle-blower to identify himself/ herself when raising a concern or providing information. All concerns will be treated with strict confidentiality.


Exceptional circumstances under which information provided by the whistle-blower could or would not be treated with strictest confidentiality include:

  • where the Group is under a legal obligation to disclose information provided;

  • where the information is already in the public domain;

  • where the information is given on a strictly confidential basis to legal or auditing professionals for the purpose of obtaining professional advice; and

  • where the information is given to the police or other authorities for criminal investigation


In the event that we are faced with a circumstance not covered by the above, and where the whistle-blower’s identity is to be revealed, we will endeavour to discuss this with the whistle-blower first.


Concerns and Information Provided Anonymously


Concerns expressed anonymously are much less persuasive and may hinder investigation work as it is more difficult to look into the matter or to protect the whistle-blower’s position. Accordingly, the Group will consider anonymous reports, but concerns expressed or information provided anonymously will be investigated on the basis of their merits.


Reporting Procedures


1. Reporting


1.1 An employee may raise his/ her concern to his/ her immediate supervisors.


1.2 If the concern involves his/her immediate supervisor, manager or Head of Department, or for any reason he/she would prefer them not to be told, he/she may report to any or all of the key management personnel as follows:

Name
Designation
Email
Lincoln Teo
Executive Director and Interim CEO
lincoln.teo@khlmktg.com
Quek Wey Lon
Chief Operating Officer
weylon.quek@khlmktg.com
Lee Foo Tuck
Financial Controller
footuck.lee@khlmktg.com
Lim Wee Li
Non Executive Director
weeli@khlmktg.com

1.3 If none of the channels above are suitable, the whistle-blower can address his/her concerns directly to our Audit Committee via:

Name
Designation
Email
Teo Choon Kow, William
Chairman
williamteo33@yahoo.com
Yap Sze Hon
Member
shon@lawyer.com
Ang Lian Kiat
Member
atkiat@hotmail.com

2. Timing

The earlier the concern is raised the easier it is for the Group to take action.


3. Evidence

The report should be setting out the background and history of events and reasons for the concern so as to provide the necessary information to key management personnel of the Company or the Audit Committee as to the nature of the concerns. Although the whistle-blower is not expected to prove the truth of an allegation, the whistle-blower is encouraged to provide such evidence so as to demonstrate that there are sufficient grounds for concern.


4. How the Report will be Attended to


4.1 The action taken will depend on the nature of the concern. Initial inquiries will be made to determine whether an investigation is appropriate, and the form that it should take. Some concerns may be resolved without the need for investigation.


4.2 The Group assures you that any concern raised on information provided will be attended to, but consideration will be given to these factors:

  • Severity of the issue raised;

  • Credibility of the concern or information; and

  • Likelihood of confirming the concern or information from attributable sources


4.3 If an investigation is necessary, the key management personnel or the Audit Committee may conduct their own investigation or may direct an independent party to do so. A report on the findings of investigation and follow-up actions shall be submitted to the Board of Directors.


5. Further Information


5.1 The amount of contact between the whistle-blower and the body investigating the concern will depend on the nature of the issue and the clarity of information provided. Further information may be sought from the whistle-blower.


5.2 Subject to legal constraints, the whistle-blower will receive follow-up notification on his/ her concern and/ or outcome of any investigations.

This policy was last revised on 01 May 2021.