Whistle Blowing Policy

Whistle Blowing Policy

Introduction

1.1. Whistle blowing is a form of disclosure. It involves a person, i.e. the whistleblower raising serious concerns at an early stage about risks of wrongful activities or reporting a wrongdoing.

1.2. Uchi Technologies Berhad group of companies (herein after refers as “the Company”, “the Group” or “UCHITEC”) is committed to achieving the highest possible ethical standards in all of its practices. To achieve these means it encourages freedom of speech. All of us at one time or another have concerns about what is happening at work. Usually these concerns are easily resolved. However, when they are about unlawful conduct, financial malpractice or dangers to the Company or the environment it can be difficult to know what to do.

1.3. Employees and stakeholders may be worried about raising such issues or may want to keep the concerns to themselves, perhaps feeling it is none of their business or that it is only a suspicion. For instance, employees may feel that raising the matter would be disloyal to colleagues, managers or to the Company.

1.4. Employees or stakeholders may decide to say something but find that they have spoken to the wrong person or raised the issue in the wrong way and are not sure what to do next.

1.5. The Company has introduced this policy to encourage all stakeholders (shareholders, customers and suppliers) and employees of the Company to report or provide any information that is evidence of illegal or immoral conduct or malpractices in the Company.

2. Purpose

2.1. This Policy aims to promote a workplace conducive to open communication regarding the Company’s business practices. This Policy provides an alternative route for stakeholders of UCHITEC to raise concerns on wrongful activities or wrongdoings.

2.2. All Directors and employees of the Group are required to comply with the Malaysian Anti-Corruption Commission Act 2009. Section 25(1) of the Malaysian Anti-Corruption Commission Act 2009 states that: “Any person to whom any gratification is given, promised or offered, in contravention of any provision of this Act shall report such gift, promise or offer together with the name, if known, of the person who gave, promised or offered such gratification to him to the nearest officer of the Commission or police officer”.

2.3. The purposes of establishing this Policy are as follows:

• Encourage whistleblower to be confident in raising serious genuine concerns and to question and act on those concerns;
• Facilitates early disclosure in a responsible manner by establishing procedures for stakeholders to raise genuine concerns or allegations through an appropriate channel upon discovery of possible wrongdoing(s);
• Addresses disclosure in an appropriate and timely manner. Disclosed matters may be prioritised according to the nature or seriousness of the alleged wrongdoing(s) or reported risk(s) and the magnitude of the impact;
• Protects identity of whistleblower upon receipt of report on a confidential and anonymous basis; and
• Treats both whistleblower and alleged wrongdoer fairly. Status of disclosure shall be informed to the whistleblower while alleged wrongdoer will be informed of the allegations at an appropriate time and be given opportunity to answer the allegations. Identities and personal information of the whistleblower and alleged wrongdoer will only be revealed to persons involved in investigations on a “need-to-know” basis only.

3. Scope and Application

3.1. This Policy applies to all individuals working for UCHITEC and all companies within the UCHITEC Group at all levels and grades.

3.2. This includes Directors, Senior Management, managers, employees and all individual working at all levels and grades (collectively the “Employees”) and any third parties associated with us. The term ‘employee’ includes any person who is employed full time, on probation, contractually or temporarily by UCHITEC.

3.3. In this Policy, the associated third parties shall refer to any individual or organization that an associate may come into contact during the course of his/her engagement with UCHITEC, which may include but not limited to suppliers, contractors, agents, consultants, outsourced personnel, distributors, advisers, government and public bodies including their advisors, representatives and officials.

4. Assurance and Confidentiality

4.1. The Board is committed to this policy. If employees raise a genuine concern under this policy, they will not be at risk of losing their job or suffering any form of victimization. Provided they are acting in good faith, reasonably believe that information, and any allegations contained in it, are substantially true and they are not acting for personal gain. The Company does not extend this assurance to someone who maliciously raises a matter they know are untrue. The Company recognize that an employee may nonetheless want to raise a concern in confidence under this policy. The Company will protect the identity and will not disclose it without the employee prior consent. The company will also treat all complaints and information disclosed with a high level of confidentiality.

4.2. However, in some circumstances, it may be obvious who has raised the concern and filed the Report, or the investigation process may lead to the point where a statement is required or the individual is called to provide evidence. In situation where finding the truth is hindered by maintaining confidentiality, the Company cannot guarantee complete confidentiality to the reporting party. Where concerns cannot be resolved without revealing the identity of the whistleblower (i.e. if the evidence is required in court), a dialogue will be carried out with the whistleblower as to whether and how the matter can be pursued.

5. Procedures

5.1. Who can report?

Any of the following persons can make a report:

• Stakeholders of UCHITEC, including employees employed full time, on probation, contractually or temporarily by UCHITEC;
• People performing services for the UCHITEC, including contractors and service provider; and
• Members of the public who are natural persons, not being incorporated or unincorporated bodies.

A wrong doing may occur in the course of UCHITEC’s business or affairs or at any workplace, i.e any related workplace to UCHITEC’s business or affairs, for example, on UCHITEC’s premises, at an event organized by UCHITEC, or during a conference attended by UCHITEC’s employees in the course of his/her work.

If the person making the report is unsure where a particular act or omission constitutes a wrongdoing under this Policy, he/she is encouraged to seek guidance or advice from our Independent Non-Executive Director, Ms. Han Chin Ling by email to chin.ling.han4444@gmail.com.

5.2. What is Malpractice or Wrongdoing?

A report may be made that relates to malpractice or wrongdoing. Malpractice and Wrongdoing will include the following. This is not, however a comprehensive list but is intended to illustrate the sorts of issue, which may be raised under the “Whistle Blowing policy:

• Any unlawful act, whether criminal or a breach a civil law;
• Any failure to comply with appropriate professional standards;
• Fraud, blackmail, corruption or dishonesty;
• Omissions or Actions, which are likely to cause physical danger to any person, or to give, rise to a risk of significant damage to the Company’s property;
• Failure to take reasonable steps to report and rectify any situation which is likely to give rise to a significant avoidable cost, or loss of income, to the Company;
• Abuse of power, or the use of powers and authority for any unauthorized purpose;
• Discrimination in the Company employment or services;
• Sexual or physical abuse of any member of employees;
• Any matters or serious breach related to actions constituting fraud as stipulated in Uchi Fraud Policy;
• Any other matter, which cannot rise by any other procedure; and
• Concealment of any or a combination of the above.

5.3. This Policy excludes allegations, 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 UCHITEC’s disciplinary proceedings; and
• Matters pending or determined through any tribunal or authority or court, arbitration or other similar proceedings. 

5.4. When to report

5.4.1. 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.

5.4.2. The whistleblower needs to demonstrate that he/ she has reasonable grounds for the concerns. 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.

5.4.3. 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 UCHITEC to address and resolve the concerns.  

5.5. How to Raise a Concern

5.5.1.  If the employee has a concern about malpractice, first raise it with their Head of Department. If the particular employees feel unable to raise the matter to his/her Head of Department, for whatever reason, then they can raise the matter to the Division Head. If these channels have been followed and the employee still have concerns or feel that the matter is so serious that cannot be discuss with any of the above, then they must raise it to our Independent Non-Executive Director, Ms. Han Chin Ling by email to  chin.ling.han4444@gmail.com.

5.5.2.  To ensure clear and effective reporting of wrongdoings, the following guidelines should be adhered to as far as possible when reporting:

• A report can be made by orally, by electronic mail (“email”) or in writing under confidential cover. Prescribed form in Appendix I should be filled and forward it to identified Senior Management confidentially;
• 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;
• If the whistleblower is an employee of UCHITEC, his/ her name, designation, current address and contact numbers;
• If the whistleblower is not an employee of UCHITEC, his/ her name, name of employer and designation, 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, history of the concerns, reasons of the concerns, 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

6. Respond

6.1. If the concern is raised verbally, the person receiving the information should put it in writing as soon as practicable to ensure that it properly reflects the concerns that have been raised. The employee must also indicate if the concern is to be treated in confidence. The person receiving the information will make judgment of that confidence before disclosed it others person.

6.2. The identified Senior Management will screen and assess the report 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). In cases where the report is anonymous and the identified Senior Management has reasonable grounds to believe that the report is made out of vexatious and frivolous allegations, the identified Senior Management reserves the right to reject the anonymous report. This initial process should not take more than one (1) month from the day the identified Senior Management receives the disclosure. It may be completed immediately if the wrongdoing is capable of causing irreparable harm to UCHITEC.

6.3. The report together with the general recommendations will be referred by the Designated Officer to the Board who has the authority to make final decisions including, but not limited to, any of the following:

• Rejecting 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 a threat or harm;
• Delegating to the Designated Officer or any other persons from within or outside UCHITEC to conduct any investigation or to carry out any other process pursuant to this Policy (for instance, any meeting or an internal audit);
• Obtaining any other assistance (for instance, external auditors or legal advice); and
• Referral to the police or any other appropriate enforcement authority.

6.4. Subject to any legal constraints, the relevant employees will be informed of the final outcome of any investigation. However, the Company may not be able to tell the precise action taken where this would infringe a duty of confidence owed by the Company to someone else.

7. Handling / Discussion of an Investigation

7.1. 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”

7.2. Under no circumstances should any reference be made to “the allegation,” “the crime,” “the fraud,” “the forgery,” “the misappropriation,” or any other specific reference.

7.3. The reporting individual should be informed of the following:

• Do not contact the suspected individual in effort to determine facts or demand restitution; and
• Do not discuss the case, facts, suspicions, or allegation with anyone unless specifically asked to do so by the identified Senior Management.

8. Consequences of Wrongdoing or Wrongful Report

8.1. If any person has or is found to have:

• committed a wrongdoing
• taken serious risk which would likely cause a wrongdoing to be committed
• made a report 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 a good faith

8.2. 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 Company or monetary or other forms of punishment.

9. Administration

The identified Senior Management or his designate is responsible for the administration, revision, interpretation and application of this policy. The policy will be reviewed annually and revised as needed by Audit Committee. Any amendments to this Policy must be approved by the Board of UCHITEC. Amendments will be notified in writing to employees when it occurred.

10. Protection Of Whistleblower