Whistleblowing Policy

INTRODUCTION

In line with good corporate governance practices and with the introduction of the Whistleblower Protection Act 2010 and relevant provisions under the Malaysian Anti-Corruption Commission Act, 2009 (as amended), the Board of Directors and Management of WCT Holdings Berhad (“the Company”) are committed to the highest standard of integrity, openness and accountability in the conduct of its businesses and operations. It aspires to conduct its affairs in an ethical, responsible and transparent manner.

OBJECTIVES

The objective of this policy is to outline the Group’s commitment and framework for any person who wishes to make a whistleblowing report (“whistleblower”) to be able to raise genuine concerns in relation to any improper conduct by any employee or Director of the Group (including any misconduct, wrongdoings, corruption, fraud and/or abuse of power) at the earliest opportunity without being subject to reprisals and/or retaliation (including victimization, harassment or discriminatory treatment) and to have such concerns properly investigated and appropriate actions to be taken.

SCOPE

This Policy applies to all employees and third parties who are aware of or genuinely suspect that an employee or Director of the Company and/or any of its subsidiary companies (“the Group”) has engaged, is engaging or is preparing to engage in any Improper Conduct (as defined below).

An Improper Conduct is any act, omission or conduct that is unlawful, illegal, immoral, unethical, dishonest, improper or wrong, and may include, but is not limited to: -

(i) a criminal offence;
(ii) failure to comply with any law or regulation;
(iii) failure to comply with any policy, guideline, procedure, advisory, directive and/or instructions issued by the Group;
(iv) misuse of the Group's funds or assets;
(v) an act or omission which creates a substantial and specific danger to the lives, health or safety of the employees or the public or the environment;
(vi) unsafe work practices or substantial wasting of Group’s resources;
(vii) abuse of power by an officer of the Group;
(viii) fraud, corruption, bribery, blackmail, money laundering;
(ix) sexual harassment; and
(x) concealment/cover up of any of the above.

BOARD POLICY

The Board of Directors of the Company encourages any person to report genuine concerns he/she may have regarding any suspected and/or known Improper Conduct involving any employee or Director of the Group without being concerned with reprisal and/or retaliation (including victimization, harassment or discriminatory treatment) against him/her, and such reported concerns shall be investigated and appropriate actions shall be taken if an Improper Conduct has been committed.

PROTECTION OF WHISTLEBLOWER

a. Anonymity
A whistleblower is allowed to either identify himself/herself or if he/she prefers, to remain anonymous when reporting suspected and/or known instances of any Improper Conduct.

b. Protection against Reprisal and/or Retaliation
Where the whistleblower has chosen to reveal his/her identity, the Company shall ensure that the whistleblower is protected against any reprisal and/or retaliation (including victimisation, harassment, discriminatory treatment) as a direct consequence of the reporting.

The protection conferred above is not limited or affected in the event that the report does not lead to any disciplinary action or prosecution of the person against whom the report of Improper Conduct was made.

c. Confidentiality
The Company shall treat all reports as confidential and will only reveal information (other than the identity of the whistleblower) on a “need to know” basis or if required by law, a court of competent jurisdiction or a lawful authority.

Where the whistleblower elected to identify himself/herself when making his/her report, the identity and particulars of the whistleblower shall similarly be kept confidential UNLESS the whistleblower consents in writing to the disclosure of his/her identity to others or if disclosure is required by law, a court of competent jurisdiction or a lawful authority.

d. Relocation
The whistleblower may request for a relocation of his/her place of employment and such request will be considered at the discretion of the Company.

PROTECTION OF WHISTLEBLOWER

e. Revocation of Protection of Whistleblower
The protection of the whistleblower as stated above may be revoked by the Company if:

i. the whistleblower himself/herself is found to have participated in the Improper Conduct;
ii. the whistleblower has not made his/her report in good faith;
iii. the report was frivolous or vexatious; or
iv. the report was made with the intention or motive to avoid dismissal or other disciplinary action against the whistleblower himself/herself.

REPORTING IMPROPER CONDUCT

a. If a whistleblower suspects that an Improper Conduct has occurred, the whistleblower is encouraged to report such incident by submitting a report via an online form available at the Company’s website or via e-mail to whistleblower@wct.my or mail to the Chairman of Audit Committee at the following address:-

Audit Committee Chairman
WCT Holdings Berhad
B-30-01, The Ascent, Paradigm
No. 1 Jalan SS7/26A, Kelana Jaya
47301 Petaling Jaya Selangor
Tel: 03-78066688 / Fax: 03-78066633

The report must at least have details of person(s) involved, nature of allegation, when and where the incident took place as well as the supporting evidence, if any.

b. Investigation & Actions

(i) All reports submitted pursuant to this Whistleblowing Policy will be investigated promptly by the Company upon the receipt of the report by the Audit Committee Chairman.

(ii) The Audit Committee Chairman shall have the authority to:
(a) determine the legitimacy of the report;
(b) dismiss the report if it is found to be frivolous, vexatious and/or does not contain any element of Improper Conduct;
(c) direct further actions or enquiries; and
(d) determine the appropriate party to conduct the investigation, i.e. external expertise (to be appointed) or management or Group Internal Audit of the Company.

(iii) If the Audit Committee Chairman is the subject person of the whistleblowing report, he/she shall abstain from making any recommendation or conducting any investigation and refer the matter to the Audit Committee immediately.

(iv) All investigations shall be conducted in a fair and unbiased manner.

(v) Upon completion of investigation, appropriate course of action will be recommended to the Audit Committee of the Company for their deliberation and decision.

(vi) If the Improper Conduct involves breach of statutory provisions, an official report will be lodged to the relevant regulatory authorities.

(vii) Anyone who is found to have committed an Improper Conduct following a whistleblower’s report resulting in certain action(s) being taken against him/her but is of the view that he/she has been treated unfairly, may submit an appeal to the Board of Directors of the Company to review the decision made by the Audit Committee.

REVIEW OF THE POLICY

This Policy shall be reviewed periodically by the Audit Committee to ensure that it continues to remain relevant and appropriate.

REGISTER AND QUARTERLY REPORTING

A complete register of all reports received by the Company pursuant to this Whistleblowing Policy, together with details of the investigation conducted (if any) shall be properly maintained by the Company and presented to the Audit Committee on a quarterly basis.

The register together with the quarterly reports shall be made available for inspection at any time by the internal and external auditors as well as any regulatory authorities, provided that the identity of the whistleblowers shall be protected and redacted at all times, unless the whistleblower has consented in writing to the disclosure of his/her identity or if such disclosure is required by law, a court of competent jurisdiction or a lawful authority.

Where appropriate, the lessons learnt from the investigation of the reported Improper Conduct shall be shared with Management and Heads of Division/Department such that appropriate measures and additional internal controls can be taken and/or implemented to ensure that such incidents can be avoided/deterred in future.