1.1 Dominant Enterprise Berhad (“the Company”) and its subsidiaries (“the Group”) are committed to the values of the transparency, integrity, impartiality and accountability in the conduct of its business and affairs.
1.2 This policy has developed to provide a structured reporting channel and guidance to all employees of the Group and members of the public to disclose any Improper Conduct in accordance with the procedures as provided for under this policy and to provide protection for employees and members of the public who report such allegations without fear of victimization, harassment or discriminatory treatment.
2.1 “Whistleblowing” is the disclosure of Improper Conduct based on one’s reasonable belief that any person has engaged, is engaging or preparing to engage in Improper Conduct.
2.2 “Whistleblower” is a person who discloses information of Improper Conduct in accordance with this policy.
2.3 “Improper Conduct” is any conduct which if proved, constitutes a Disciplinary Offence or a criminal offence. Improper Conduct includes, but are not limited to, the following :
a) criminal offences, unlawful acts, fraud, corruption, bribery and blackmail;
b) failure to comply with legal or regulatory obligations;
c) forgery or alteration of any document, cheque or account belonging to the Company;
d) destruction, removal or inappropriate use of the Company’s records, funds or assets;
e) an act or omission which creates a substantial danger to the lives, health or safety of the employees or the public or the environment;
f) unsafe work practices or substantial wasting of company’s resources;
g) abuse of power by an officer of the Company; and
h) concealment of any of the above.
2.4 “Disciplinary Offence” means any action or omission which constitutes a breach of discipline in the Company as provided by law or the Company’s policies or employment contract, as the case may be.
3.1 This policy applies to all employees of the Group as well as any other stakeholders or persons providing services to the Group, including consultants, vendors, contractors, and/or any other party with a business relationship with the Group, who have become aware of or genuinely suspects on a reasonable ground to believe that an employee of the Company has engaged in, is engaged or is preparing to engage in any Improper Conduct.
3.2 This policy does not apply to grievances concerning an individual’s term of employment as such matters shall be dealt with in accordance with Group Human Resource guidelines and policies. Should it be determined during the preliminary investigation that the matter disclosed does not fall within the scope of this policy, such matters will be transferred and dealt with by the appropriate personnel of the relevant department for appropriate actions to be taken.
3.3 No employee shall use his/her position to prevent other employees from exercising their rights or complying with their obligations as indicated in this policy.
4. PROTECTION TO WHISTLEBLOWER
4.1 A Whistleblower will be accorded with protection of confidentiality of identity, to the extent reasonably practicable.
4.2 Such protection is accorded even if the investigation later reveals that the Whistleblower is mistaken as to the facts and the rules and procedures involved.
4.3 However, any Whistleblowing which is not made in good faith and is found to be deliberately falsified with malicious intent will be subject to disciplinary action by the Group.
5. REQUIREMENT OF GOOD FAITH
5.1 The Whistleblower must have reasonable grounds for believing in its existence before reporting and must undertake such reporting in good faith, for the best interest of the Group and not for personal gains.
5.2 The element of good faith shall be deemed lacking in the following situations :
a) The person does not have personal knowledge or a factual basis for the report of Improper Conduct;
b) Where the person knew or reasonably should have known that the reports are false;
c) Where the report has been made with malicious intent, ulterior motive or for personal gain.
6. REPORTING PROCEDURES
6.1 The Whistleblower should immediately come forward with any information that he/she, in good faith and reasonably believes that an Improper Conduct was committed, is being committed or will be committed.
6.2 Any concerns should initially be reported to the immediate manager or General Manager. However, if for any reason the Whistleblower is reluctant to do so, then the Whistleblower shall report the concerns in writing to the Audit Committee Chairman.
6.3 All reports shall be communicated in writing using the methods appended to this policy in Appendix I i.e. Whistleblowing Form. The report must provide full details of the Improper Conduct and where possible, with the supporting evidence.
7. INFORMATION REQUIRED FOR INVESTIGATION
7.1 In order to carry out an investigation, details and information on the concern made by the Whistleblower should be disclosed as below :
a) Nature of Improper Conduct;
b) The date and location of the incidence;
c) The identity of the alleged wrongdoer;
d) Particulars of witnesses, if any;
e) Particulars or production of documentary evidence, if any; and
f) Other details deemed to be useful to facilitate screening and action to be carried out.
7.2 The Whistleblower is encourage to disclose (optional) his/her personal details (which will be kept confidential) as below :
a) Name; and
b) Contact telephone numbers – mobile or office.
7.3 Anonymous complaints will not be entertained.
8.1 The Audit Committee Chairman will screen and assess the Whistleblower’s disclosure to determine whether it constitutes an Improper Conduct or is excluded from the scope of this policy. The Whistleblower may be required to provide additional information and clarifications if the need arises.
8.2 Based on the initial findings, the Audit Committee Chairman may instruct the Internal Auditor on the next course of action.
8.3 The above process should not take more than one (1) month from the day the report is received.
8.4 In the event that the Whistleblower’s disclosure involves the Internal Auditor, Managing Director (“MD”), Chief Executive Officer (“CEO”) and/or members of the Audit Committee, the implicated person(s) shall be excluded from the activities of screening and subsequent follow-up actions such as investigation.
9.1 Initial Investigation
9.1.1 Upon the instruction from the Audit Committee Chairman, the Internal Auditor will conduct an initial investigation to determine on the merits of a full investigation and report to the Audit Committee Chairman.
9.1.2 The Audit Committee Chairman will make the decision on the Whistleblower’s disclosure, including but not limited to the following:
a) Rejection of the Whistleblower’s disclosure if the preliminary findings indicate no basis for further investigation;
b) Commencing a full investigation in the event that the preliminary findings clearly indicate a basis for further investigation;
c) Referral of the disclosure to the Audit Committee to determine the next course of action in the event where the CEO or Internal Auditor is involved. In this situation, the Audit Committee may appoint other personnel of suitable seniority or independent third party to investigate the allegations;
d) In cases where the preliminary findings suggest a possible criminal offence, the Audit Committee Chairman may also refer the disclosure to the appropriate authorities such as the police force or the Malaysian Anti-Corruption Commission (“MACC”) for further action; or
e) Determine any other course of action which the Audit Committee Chairman deems fit.
9.1.3 Subject to legal constraints, the Whistleblower will be notified of the status of the disclosure based on the preliminary action taken by the Audit Committee.
9.2 Full Investigation
9.2.1 The full investigation process aims to achieve the following objectives:
a) To gather relevant information in the most appropriate manner and to protect the information / document from sabotage/compromise;
b) To ensure that the proper procedures are carried out in the process of the investigation; and
c) To arrive at a fair judgment and recommendation on the allegation.
9.2.2 Only the Audit Committee Chairman, Internal Auditor, MD, CEO and specific personnel directed by the above mentioned parties have the right to carry out the investigation.
9.2.3 The investigation of the alleged Improper Conduct would be carried out strictly in a confidential manner. 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.
9.2.4 All information, documents, records and reports relating to the investigation of the alleged Improper Conduct shall be kept securely to ensure its confidentiality.
10. REPORTING OF OUTCOME
10.1 Subject to legal constraints, the Whistleblower and the alleged wrongdoer will be notified of the outcome of the investigation. The notification letter will be signed off by the Audit Committee Chairman.
10.2 If the alleged wrongdoer is found to have committed the Improper Conduct, the CEO will recommend the disciplinary action to be taken against him/her. A final report with the CEO’s recommendation will be tabled to the Audit Committee who will review the report and decide on the disciplinary action to be taken. This may amongst others, include a formal warning, reprimand, suspension or termination of employment with the Group.
10.3 In the case where the alleged wrongdoer is the CEO, the Audit Committee shall review the investigation report and recommend the disciplinary action to be taken. A final report with the Audit Committee’s recommendation will be tabled to the Board of Directors who will review the report and decide on the disciplinary action to be taken.
10.4 If the Whistleblower is dissatisfied with the outcome of the investigation, the Whistleblower may submit another detailed report explaining why this is the case and the concern will be investigated again if there is good reason to do so. The Whistleblower is at liberty to take the matter further by raising it with the relevant governmental, regulatory authorities and enforcement agencies in Malaysia or in the country concerned prescribed by the Whistleblower Protection Act 2010 ("Relevant Authority").
10.5 Whilst the Whistleblower is able to report issues externally to the Relevant Authority, it is urged that the Whistleblowers report any instances of Improper Conduct to the Group first in order that the Group may remedy any wrongdoings and where applicable, institute appropriate controls to prevent any or further damage or loss to the Group.
11.1 Concerns will be investigated as quickly as possible. It should also be considered that it may be necessary to refer a matter to an external agency and this may result in an extension of the investigation process. It should also be kept in mind that the seriousness and complexity of any complaint may have an impact upon the time taken to investigate a matter.
12. SAFEKEEPING OF RECORDS
12.1 All reports, its supporting evidence, findings of investigations and system on the monitoring of corrective actions shall be centralized, logged and monitored by the Internal Auditor.
12.2 Disclosure of reports to individuals who are not involved in the investigation will be viewed as a serious Disciplinary Offence which may result in disciplinary action, including termination of employment or dismissal.
13. CIRCULATION AND REVIEW
13.1 This policy will be circulated to all existing and new employees of Dominant Enterprise Berhad and its Group of Companies.
13.2 This policy will be reviewed regularly by the Audit Committee. Any revisions, amendments to this policy will be communicated to all employees of the Group.
13.3 The CEO shall have overall responsibility for the implementation of this policy. The Audit Committee shall perform the oversight function over the administration of the policy.
14. CONTACT INFORMATION
Audit Committee Chairman
: Mr. Han Hing Siew
Dominant Enterprise Berhad’s Registered Office
: No 1, Jalan Austin Heights 2/21,
Taman Mount Austin,
81100 Johor Bahru, Johor
: Mr. Danny Owee Geok Choon
: c/o Dominant Enterprise Berhad
No.2, Jalan Gemilang 1,
Taman Perindustrian Maju Jaya,
81300 Johor Bahru, Johor, Malaysia.