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Whistle Blowing Policy
Oriental Holdings Berhad and its subsidiaries (the “OHB Group” or the “Company”) are 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 through internal mechanisms.
Recognising the above interest, OHB provides an avenue for employees and stakeholders (shareholders, customer and suppliers) to raise concerns and take appropriate action to resolve them effectively.
Objective of the Policy
This Policy aims to promote a workplace conducive to open communication regarding the Company’s business practices. Employees who submit proper reports on illegal or unethical conduct will be protected from retaliation and discrimination. This Policy provides an alternative route for stakeholders of OHB Group to raise concerns on wrongful activities or wrongdoings carried out by Covered Person(s) where common lines of communication are unavailable.
Reporting of a Wrongdoing
Who Can Disclose
Any of the following persons can make a disclosure:
- stakeholders of the OHB Group, including employees on contract terms, temporary or short-term employees and employees on secondment, where applicable;
- people performing services for the OHB Group, including contractors and service providers; and
- members of the public who are natural persons, not being incorporated or unincorporated bodies.
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 OHB’s business or affairs:
- acceptance of favour;
- corruption or fraud;
- criminal offence;
- misuse of OHB’s funds or assets;
- gross mismanagement within the OHB Group;
- serious financial irregularity or impropriety within OHB Group;
- serious breach of OHB Group’s Code of Ethics;
- an act or omission which creates a substantial or specific danger to the lives, health, or safety of OHB Group’s employees, the public or the environment;
- failure to comply within the provisions of other Acts of Parliament where the wrongdoer knowingly disregards or does not comply with such provisions; and
- knowingly directing or advising a person to commit any of the above wrongdoings.
This Policy excludes grievances, complaints or concerns about:
- matters which are trivial or frivolous or malicious or vexatious in nature or motivated by personal agenda or ill will;
- matters pending or determined through OHB Group’s disciplinary proceedings; and
- matters pending or determined through any tribunal or authority or court, arbitration or other similar proceedings.
If the person making the disclosure is unsure whether a particular act or omission constitutes a wrongdoing under this Policy, he/ she is encouraged to seek advice or guidance from the Audit Committee Chairman, Head of Internal Audit and/or the Company Secretary.
When To Disclose
A whistleblower should come forward with any information or document that he/ she, in good faith, reasonably believes and discloses a wrongdoing, which is likely to happen, is being committed or has been committed. However, he/ she is not expected to first obtain substantial evidence of proof beyond reasonable doubt when making a disclosure. If he/ she knows as a matter of fact that there are serious risks that a wrongdoing is going to take place, such genuine concerns should be raised at that early stage. Disclosure by the whistleblower should be made within one (1) month of coming upon such information or document. Delaying the disclosure may be detrimental to the whistleblower as well as any investigation, and makes it harder for OHB to address and resolve the concerns.
How To Proceed
Generally, all disclosures pursuant to this Policy are to be made to any of the Designated Officers.
Officer 1: Chairman of Audit Committee
Officer 2: Head of Internal Audit
Mail: 1st Floor, 25B Lebuh Farquhar, 10200 Penang.
If the person making the disclosure would like to discuss any matter with the AC, he or she should indicate this in the submission and include a telephone number at which he or she might be contacted if the AC deems it appropriate.
To ensure clear and effective disclosure of wrongdoings, the following guidelines should be adhered to as far as possible when making a disclosure:
a. A disclosure can be made by phone, by electronic mail (“email”) or in writing under confidential cover;
b. A disclosure should be factual rather than speculative, and contain as much specific information as possible to allow for proper assessment of the nature and extent of urgency of the Complaint. It shall include at least the following particulars:
- name, designation and employer (for employee of OHB Group), current address and contact numbers;
- basis or reasons for his/her concerns, including as many details of the wrongdoing as reasonably possible, for instance, its nature, the date, time, and place of its occurrence and the identity of the alleged wrongdoer;
- particulars of witnesses, if any; and
- particulars or production of documentary evidence, if any.
The whistleblower may be asked to provide further clarifications and information from time to time, for example, if an investigation is conducted;
c. The AC Chairman will screen and assess the disclosure to determine whether it is related to a wrongdoing or excluded from the scope of this Policy, and will prepare general recommendations to the deciding authority (the Board or its designated officer or Committee). This initial process should not take more than one (1) month from the day the AC Chairman receives the disclosure; and
d. The disclosure together with the general recommendations will be referred by the Designated Officer to the Board who has the authority to make final decisions.
The Company recognises that some individuals may wish to raise a concern in confidence under this Policy. The Company shall maintain the confidentiality of the person making the complaint to the fullest extent and reasonably practicable within the legitimate needs of law, and any ensuing evaluation or investigation.
Reports made anonymously are discouraged and will in most cases not be investigated. The investigation into allegations made anonymously is expected to be tedious and difficult as the Company is not able to obtain additional information from the person making the report.
Treatment of Reports & Investigation
All reports received from whistleblowers will be taken seriously and addressed promptly, discreetly, thoroughly and professionally. Discussions and documentation regarding reports will be kept in strict confidence to the extent appropriate. The recipient of the report will communicate to the whistleblower the steps taken to address the report and the results of any action initiated.
The AC, with the assistance of the Internal Audit function will be responsible to investigate and make recommendation to the Board of Directors (the “Board”) of OHB for all disclosures made. The Board of Directors has the authority to make final decisions. The Audit Committee shall be free in its discretion to engage outside auditors, other experts or resources to assist in the investigation of the allegation or complaint, and in the analysis of results.
Being Informed and Having the Opportunity to Be Heard
The whistleblower will be informed of the status of his/ her disclosure matter as far as reasonably practicable. The whistleblower 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. An investigation is not and shall not be treated as a reprisal against the whistleblower. It is to facilitate decision-making. The whistleblower and/ or the alleged wrongdoer may then be asked to attend a meeting to discuss the allegations and must take all reasonable steps to attend that meeting. He/ she will be given an opportunity to answer the allegations at that meeting, and his/ her own answers will be recorded in the minutes of that meeting. That meeting may be adjourned for OHB to obtain further advice or proceed with further investigations.
Handling/ Discussion of an Investigation
No information concerning the status of an investigation will be given out. The proper response to any inquiry is: “I am not at liberty to discuss this matter”
Under no circumstances should any reference be made to “the allegation,” “the crime,” “the fraud,” “the forgery,” “the misappropriation,” or any other specific reference.
The reporting individual should be informed of the following:
- do not contact the suspected individual in an effort to determine facts or demand restitution; and
- do not discuss the case, facts, suspicions, or allegations with anyone unless specifically asked to do so by the Designated Officer.
Protection and Confidentiality of Whistle Blowers
Upon making a disclosure in good faith, based on reasonable grounds and in accordance with the procedure pursuant to this Policy, the whistleblower will be accorded with the following:
- confidentiality of his/her identity unless otherwise required by law or for purposes of any proceedings taken by or against OHB; and
- protection from reprisal within the OHB Group as a direct consequence of his/her disclosure.
The Company will not discharge, discipline, demote, suspend, threaten, or in any manner discriminate against any person who submits in good faith a disclosure, or provides assistance to the Audit Committee, Management or any other person or group investigating a disclosure.
Retaliation against any employee who files a report or voices a concern under this Policy is strictly prohibited. Any employee of the Company determined to have engaged in retaliatory behaviour, may be subjected to disciplinary action. In addition, the Company will not tolerate any efforts made by any other person or group to ascertain the identity of any person who makes a good faith allegation in confidence. Any employee who in good faith, believes that he or she has been subjected to any behaviour that violates this Policy, should immediately report such behaviour to the Designated Officers under this Policy.
Investigations, however, are costly, time consuming and a potentially damaging process. Therefore, any employee who knowingly files misleading or false reports will not be considered for coverage by this Policy and may be subject to disciplinary action determined by the Company.
Consequences of Wrongdoing or Wrongful Disclosure
If any person has, or is found to have:
- committed a wrongdoing;
- taken serious risks which would 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); or
- participated or assisted in any process pursuant to this Policy otherwise than in good faith,
the corrective actions to be taken against that Person will be determined by the AC and/or the Board which may include, disciplinary measures, formal warning or reprimand, demotion, suspension or termination of employment or services with the OHB Group or monetary or other forms of punishment.