ISOTEAM LTD.
Registration Number 201230294M
(Incorporated in the Republic of Singapore)
WHISTLEBLOWING POLICY
SCOPE
This policy applies to all directors, officers, employees, including full-time, part-time and contract employees of ISOTeam Ltd. (the “Company”), its subsidiaries and associated companies (together with the Company, the “Group”) and external parties.
PURPOSE
The Group are committed to a high 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 Whistleblowing Policy (“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 whistleblowing in good faith.
The Policy is intended to conform to the guidance setout in the Code of Corporate Governance which encourages employees and external parties 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 external parties to raise concerns about actual or suspected improprieties in matters of financial reporting or other matters and receive feedback on any action taken.
3. Give employees and external parties the assurance that they will be protected from reprisals or victimisation for whistleblowing 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 auditing 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
(k) concealing 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 whistleblower should seek to speak to his or her immediate superior or professional adviser or follow the procedure for reporting under this Policy.
PROTECTION AGAINST REPRISALS
If an employee or external party 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 or external party 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. Employees or external parties making such allegations may face disciplinary action.
CONFIDENTIALITY
The Group encourages the whistleblower 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 whistleblower 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
• where the information is given to the Police or other authorities for criminal investigation
In the event the Group is faced with a circumstance not covered by the above, and where the whistleblower’s identity is to berevealed, it will endeavour to discuss this with the whistleblower 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 whistleblower’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 Report to his/her immediate supervisor.
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 Mr David Ng Cheng Lian, the Executive Chairman of the Company.
1.3 If none of the channels above are suitable, the whistleblower can address his/her concerns to any of the members of the Audit Committee of the Company as follows:
• Mr. Tan Eng Ann (email address: engann@rhenergy.com.sg)
• Mr. Jeremiah Huang (email address: jeremiah.huang@iconlaw.sg)
• Dr. Teo Ho Pin (email address: hopin.teo@gmail.com)
2. Timing
2.1 The earlier the concern is raised the easier it is for the Group to take action.
3. Evidence
3.1 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 the members of the Audit Committee of the Company as to nature of the concerns. Although the employee or external party is not expected to prove the truth of an allegation, the employee or external party is encouraged to provide such evidence so as to demonstrate that there are sufficient grounds for concern.
3.2 If the whistleblower is not comfortable about writing in, the whistleblower can telephone or meet the appropriate officer in confidence at a time and location to be determined.
4. How the Complaint will be Handled
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 the whistleblower that any concern raised on information provided will be investigated, but consideration will be given to these factors:
• Severity of the issue raised
• Credibility of the concern or information
• Likelihood of confirming the concern or information from attributable sources
4.3 If an investigation is necessary, the Audit Committee of the Company may conduct its own investigation or may direct an independent investigation to be conducted on the complaint received. A report on that complaint, findings of investigation and a follow-up report on actions taken shall be submitted to the Board of Directors.
5. Report to Whistleblower
5.1 Subject to legal constraints, the whistleblower will be given the opportunity to receive follow-up notification on his/her concern within 2 weeks of the complaint:
• acknowledging that the concern was received;
• indicating how the matter will be dealt with;
• giving an estimate of the time that it will take for a final response;
• telling them whether initial inquiries have been made; and
• notifying them of reason(s) should it be decided that no action is to be taken.
6. Further Information
6.1 The amount of contact between the whistleblower 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 whistleblower.
6.2 Subject to legal constraints, the whistleblower will receive information about the outcome of any investigations.
Approved by the Audit Committee on 27 August 2013.
Approved and adopted by the Board of Directors on 27 August 2013.