UPMHoldings Group is committed to the values of transparency, integrity, impartiality and accountability in the conduct of its business and affairs.
BACKGROUND AND PURPOSE OF POLICY
Whistle-blowing is a form of Disclosure. It involves a ‘Person’, ie. the whistleblower, who raises serious concerns at an early stage about risks of wrongful activities or reporting a wrongdoing. For the purpose of this Policy, ‘Person’ includes any person who is employed by UPM Holdings Sdn. Bhd.(“UPMHoldings”) and its subsidiaries (“UPMHoldings Group” or “Group”) as well as those described in the “Who Can Disclose” section set out in this Policy.
UPMHoldings Group 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:
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.02
MONITORING AND REVIEW
In general, all disclosures pursuant to this Policy are to be made to the Prescribed Officer who is an officer of UPMHoldings Group designated by the Board of Directors of UPMHoldings (“Board”) and/or Group Chief Executive Officer (“GCEO”), as the case may be, from time to time. Unless it is varied by the Board or the GCEO, as the case may be, the Head of Internal Audit of UPMHoldings shall be the 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:
This Policy is intended to complement the normal channels of communication and reporting lines within the Group. Persons shall first consult or raise their concerns with their immediate supervisors or heads or, when necessary, the GCEO. 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.
Any of the following Persons (“whistle-blower”) can make a disclosure:
A disclosure may be made if it relates to one or more of the following wrongdoings by any person in the conduct of the Group’s business or affairs:
A wrongdoing may occur in the course of the Group’s business or affairs or at any workplace, i.e. any related workplace to the Group’s business or affairs, for example, on the Group’s premises, at an event organized by the Group, or during a conference attended by the Group’s employees in the course of his/her work.
If a Person is unsure whether a particular act or omission constitutes a wrongdoing under this Policy, the Person is encouraged to seek advice or guidance from the Person’s immediate superior or head or, when necessary, the GCEO.
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.
Head of Internal Audit
UPM Holdings Sdn Bhd
UPM-MTDC Technology Centre,
Universiti Putra Malaysia,
Selangor Darul Ehsan
The whistle-blower may be asked to provide further clarification and information from time to time, whenever necessary in the event if an investigation is conducted.
The Chairman of the Board or the BARMC Chairman shall notify each other upon making any 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 co-operation 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 the Group 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 The Group 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.05
HANDLING/DISCUSSION OF AN INVESTIGATION
CONSEQUENCES OF WRONGDOING OR WRONGFUL DISCLOSURE
If the Person (i.e. the whistle-blower) of the Group has, or is found to have;
the corrective actions to be taken against that Person shall be determined by the Board Chairman or BARMC Chairman, which may include, disciplinary measures, formal warning or reprimand, demotion, suspension or termination of employment or services with the Group or monetary or other forms of punishment.07
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:
If the Person or the Group, in good faith, reasonably believes he/she is being subjected to harassment, victimization or reprisal as a direct consequence of having made a disclosure under this Policy, he/she may consult the Prescribed Officer in confidence. The Company does not permit retaliation of any kind against the whistle-blower for complaints submitted hereunder that are made in good faith. Any such reprisal shall in itself be considered a serious breach of this Policy. A reprisal may result in disciplinary action, including a warning or letter of reprimand, demotion, loss of merit increase, and loss of bonus, suspension without pay or termination of employment.08
This Policy, which accords in spirit with the requirements of the Companies Act, 2016 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 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.
The Policy shall be held in custody of, and filed by, the Company Secretary of the Group.