Whistleblower Policy

1.Purpose

This Whistleblower Policy (“the Policy”) is in line with the Core Values, Code of Conduct & Ethics and Corporate Governance requirements of Ygl Convergence Berhad and its Group of Companies (“Ygl Group”). The Group is committed to fostering a culture of ethical behaviour and good governance among its employees and upholding high level of trust and integrity in all its business operations and dealings.

This Policy details the framework for employees and other stakeholders to raise legitimate concerns in relation to breach of a legal obligation, miscarriage of justice, endangerment to health, safety and environment and cover-up of any of these events in the workplace at the earliest opportunity and in a responsible manner for such concerns to be investigated and addressed internally prior to seeking resolution outside Ygl Group.

This Policy is designed to promote open communication throughout Ygl Group and accords protection to the person, who intends to report or has reported such wrongdoing, without fear of being subject to retaliation or retribution.

2. Objectives

The objectives of this Policy are to:

  • provide an understanding to a Whistleblower who exposes wrongdoing within Ygl Group so
  • that the allegation becomes a legitimate report;
  • provide a mechanism for a Whistleblower to report wrongdoing within Ygl Group;
  • provide an understanding to a Whistleblower of how the allegation will be handled
  • ensure the reported wrongdoing are properly investigated and addressed;
  • provide protection to a Whistleblower who acts in good faith;
  • afford justice and fairness to anyone who is the subject of an allegation of wrongdoing.

“Whistleblower” herein refers to any employee or other stakeholder, who acts in good faith, raises a genuine concern about any information or activity that is deemed illegal, unethical or not transparently correct within Ygl Group.

“Legitimate Report” herein refers to a report of wrongdoing made in accordance with this Policy. Nothing in this Policy is intended to diminish any additional or alternative protection which may be available at law. Only a legitimate report will be
accepted.

3. Scope of Policy

This Policy is applicable to Ygl Group and sets out the procedures for reporting, receiving, investigating and addressing allegations of wrongdoing within Ygl Group by all employees (whether permanent, contract, part-time or casual), directors, shareholders, consultants, customers, vendors, contractors or any parties with which Ygl Group has business relationship The wrongdoing reported must be related to the business of Ygl Group and have financial, reputation or work place impact within Ygl.

Reports received under anonymity wiil not be entertained in order to prevent invalid accusation, malicious attack, poison letters, discrimination and victimisation. Only genuine concerns should be reported under whistleblowing procedures. The report should be made in good faith with a reasonable belief that the information and any allegations in it are substantially true, and the report is not made for personal gain. Malicious and false allegations will be viewed seriously and treated as a gross misconduct and if proven may lead to dismissal.

Issues related to employee, human resources and industrial relation are excluded from the scope of this Policy as there are other established mechanisms to deal with such issues.

4. Roles and Responsibilities

This Policy supports the reporting of wrongdoing which includes, but is not limited to the following:

  • corruption or bribery including taking or giving kickbacks / favours / privileges;
  • fraud, theft or money laundering;
  • breach of legal obligation;
  • breach of Ygl Group’s policies, procedures, code of conducts;
  • gross mismanagement;
  • misappropriation of Ygl Group’s monies;
  • misuse of Ygl Group’s confidential information;
  • sabotage or damage to Ygl Group’s properties;
  • reporting of fraudulent financial information;
  • misrepresentation/conceal of facts or information with intention to mislead;
  • falsifying documents,
  • gross negligence in work obligation;
  • discrimination or sexual harassment;
  • drug / alcohol abuse;
  • endangerment to employees’ or public health and safety;
  • damage to environment;
  • bullying or blackmailing;
  • instruction, attempt or act to cover-up wrongdoing;
5. Confidentiality and Protection

All reports made under this Policy will be dealt with in a strictly confidential manner. Information will only be disclosed on need-to-know basis and with written permission from the Audit and Risk Management Committee.

The Whistleblower will be protected from any retaliation, discrimination or disciplinary action within Ygl Group as a result of having made the report. Retaliation, discrimination or disciplinary action include, but are not limited to, dismissal, suspension, demotion, isolation, transfer, reassignment of roles or tasks, denial of education or training or promotion opportunities, victimisation, bullying, violence or harassment.

Any form of retaliation against the Whistleblower or any person who has assisted the Whistleblower or the investigation is a breach of the principal obligation of all employees to uphold trust and integrity.

The identity of the Whistleblower will remain confidential to those persons directly involved in applying this Policy. The identity of the Whistleblower will be kept confidential unless otherwise required by law or for purposes of any legal proceeding by or against Ygl Group, in which case the Whistleblower may be subject to subpoena.

The identity and personal data of the Whistleblower and the alleged wrongdoer may be revealed to the investigating team who conducts the investigation and related processes. If, for any reason, the identity of the Whistleblower is known outside of the investigation process, the protection offered by Ygl Group shall be limited to where it has authority. Ygl Group has no power to offer any person immunity against prosecution in the criminal jurisdiction or from any civil action which may be brought against the Whistleblower. Currently the Whistleblower Protection Act, 2010 (“the Act”) only protects the Whistleblower who reports in good faith to an agency or organisation with investigative and enforcement.power, namely the Police, Customs Department, Road Transport Department, Malaysia Anti Corruption Commission and the Immigration Department.

If the Whistleblower reveals information to party other than the above, they will lose protection.

Ygl Group also will not tolerate victimisation of any person who acts as a witness or particaptes in any way with respect to the report, any such victimisation will be investigated and the person(s) who carry out the victimisation will be subject to disciplinary action or dismissal.

Terms and Conditions for Protection The above protection will be accorded by Ygl Group when and only when the Whistleblower:

  1. identifies himself/herself when submitting a report;
  2. has first-hand knowledge or information of the facts;
  3. act honestly with valid reason to believe that the information in the allegation is true;
  4. has not communicated the disclosure to any other party not related to the disclosure;
  5. does not make the disclosure for any personal gain or interest;
  6. make the disclosure in accordance with this Policy; and
  7. has not engaged in serious misconduct or illegal conduct in relation to the disclosure.

The Whistleblower is required to identify himself/herself and provide contact details in the Report so that further information can be obtained to facilitate the investigation. The Whisleblower must at all times during the reporting process continue to comply with this Policy.

The Whistleblower and the alleged wrongdoer will be treated fairly. The Whistleblower will be informed of the status of his/her disclosure and the alleged wrongdoer will be given opportunity to respond to all allegations at an appropriate time.

Ygl Group considers any false, malicious or defamatory allegation as gross misconduct, and will take appropriate action against the parties concerned including dismissal and legal action where applicable.

Vendor or supplier of Ygl Group and member of the public who becomes a Whistleblower shall be accorded strict confidentiality subject to compliance with the requirements of the Policy.

6. Procedures to Make a Report

a) The report must be in writing,
b) The report must at the minimum include the following details:

  • date of the report made;
  • date and where the wrongdoing has taken place;
  • nature of the wrongdoing;
  • identity and level of seniority of the wrongdoer;
  • level of risk on whom or what has been impacted.

c) The report can be submitted by post or email.
d) The report, if submitted by post, must be sealed in an envelope with “Strictly Confidential
and to be opened by the Addressee Only” indicated on it.

7. Communication Channel

The Whistleblower should promptly report the suspected or actual instance of wrongdoing.Delay in reporting may jeopardise the case as evidence may be eliminated or lost with passage of time.

The report should be addressed to anyone of the below:
Chairman of Audit and Risk Management Committee
Member of Audit and Risk Management Committee (Non-Executive Director)

  • via email at whistleblower@yglworld.com
  • via post to the mailing address below:

Ygl Convergence Berhad
No.35, Jalan Scotland,
10450 Penang
Ygl/Whistleblower Policy/Page 6 of 8
The Audit and Risk Management Committee will have the authority to determine:

  • sufficiency of information;
  • legitimacy of the report;
  • nature and scope of investigation (if an investigation is required);
  • composition of investigating team;
  • requirement for further technical, legal or financial advice;
  • timeframe of investigation;
  • any other further actions; and
  • whether to refer the case to any enforcement agency.

The Audit and Risk Management Committee will update the Board of Directors on the reports that require their attention and approval.

If any member of the Audit and Risk Management Committee is suspected being involved in improper conduct, he will abstain from the meeting and discussion.

8. . Investigation

A Whistleblower’s report will only be investigated and acted upon instruction of the Audit and Risk Management Committee. An Investigating Officer/Team may be appointed to carry out the investigations.

The report received pursuant to this Policy must be promptly investigated and the issue identified must be promptly resolved.

The Whistleblower will be informed of the investigation, and how he/she can be contacted if there is further information or assistance required from him/her, except for cases which have been referred to enforcement agency. Subject to confidentiality, privacy or legal constraints, the Whistleblower may or may not be informed of the conclusion of the case.

The Investigating Officer/Team will apply the principles of procedural fairness and natural justice to conduct any investigation and ensure the findings are fair and unbiased. The Investigating Officer/Team will report their findings to the Audit and Risk Management Committee who in turn will determine the outcome or next course of action to be taken.

If the investigation of a report that is done in good faith and investigated by internal personnel, is not to the satisfaction of the Whistleblower, then he/she has a right to report the matter to the appropriate legal or investigative agency.

The Management must incorporate the recommendations of the investigation to prevent the wrongdoing from recurring in the future, including taking corrective measures to remedy the loss or harm which has happened.

9. Record Keeping

Ygl Group will maintain a register for Whistleblower cases, besides the records of all reports received, evidence gathered, interviews conducted, the investigation process undertaken, conclusion of each investigation and actions taken to resolve the issues

10. Consequence of Making a False Report

Anyone who knowingly makes a false report, or who otherwise fails to act honestly in respect of the report will be subject to disciplinary action including dismissal, sanction or legal action. The action to be taken will depend on the severity, nature and circumstance of the false report.

11. Whistleblower Protection Act, 2010

In the event that there are discrepancies between this Policy and the Whistleblower Protection Act 2010 (the “Act”), the Act shall prevail.

12. . Revision

The Policy will be reviewed from time to time and updated to meet the compliance requirements of laws and regulations or corporate governance. Such update shall take effect from the date of adoption.

13. Corporate Website

Pursuant to the Malaysian Code on Corporate Governance 2017, a copy of the Policy is posted on Ygl’s website. The Board has approved and adopted the Policy on 26 August 2019.

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