DYNAFRONT HOLDINGS BERHAD
Reg no. 202001042085 (1398406-X)
ANTI-BRIBERY AND CORRUPTION POLICY
DynaFront Holdings Berhad and its subsidiaries (hereinafter collectively referred to as the “Group”) shall always maintain and uphold integrity and compliance with legal and regulatory requirements as part and parcel of its business operations. This is an unwavering commitment from the top, with the Board overseeing a governance structure designed to ensure that the Group’s business activities are conducted safely and soundly and in line with the highest standards of professionalism and ethical standards whilst complying with all relevant legal and regulatory requirements.
The Group requires our directors and all full-time, probationary, contract, temporary staff (herein referred to as “employees”), as well as any external parties with whom the Group has or plans to establish some form of the business relationship, including but not limited to clients, customers, outsourcing providers, consultants, suppliers, vendors, distributors, representatives, intermediaries, investors and joint venture partners (herein referred to as “Business Associates”), (hereinafter collectively referred to as “Relevant Persons”) to be committed to acting professionally and with integrity in their business dealings.
The Group shall take reasonable and appropriate measures to ensure that its businesses, employees and directors do not participate in corrupt activities for its advantage or benefit. This Anti-Bribery and Corruption Policy (the “Policy”) sets out the parameters to prevent the occurrence of bribery and corrupt practices concerning the businesses of the Group. This Policy is supplemental to and shall be read in conjunction with the Code of Conduct of the Group.
2. DEFINITION OF BRIBERY AND CORRUPTION
Bribery is the offering, promising, giving, accepting or soliciting of an advantage as an inducement for an action which is illegal, unethical or a breach of trust. A bribe is an inducement or reward offered, promised or provided to gain any commercial, contractual, regulatory or personal advantage and can take the form of gifts, loans, fees, rewards or other advantages.
Corruption is the abuse of entrusted power for private gain.
The objective of the Policy is to provide information and guidance to the Relevant Persons on standards of behaviour to which they must adhere and how to recognise as well as deal with bribery and corruption.
The Policy is not intended to be exhaustive, and there may be additional obligations that the directors and employees are expected to adhere to or comply with when performing their duties. The directors and employees shall always observe and ensure compliance with all applicable laws, rules and regulations to which they are bound to observe in the performance of their duties.
The Policy shall be maintained and regularly updated by the Group’s Head of Human Resources as part of the Group’s overall Employment Guide and Code of Conduct and are available on the Group’s website. Any amendments to the Policy shall be subject to approval by the Board of Directors of DynaFront Holdings Berhad. It is the collective duty of all parties to review and thoroughly understand the Policy carefully.
The Policy shall apply to all Relevant Persons of the Group. The Group adopts a zero-tolerance policy against any form of bribery and corruption and all other illegal or unethical behaviour.
Each employee shall have a duty to read and understand the Policy. Violation of any of the Policy’s provisions may result in disciplinary action, including termination of employment.
If a director requires further clarification on the Policy, the director may liaise with the Group Chief Executive Officer (“CEO”)/Chief Operating Officer (“COO”), whereas for an employee, the employee may refer or highlight any concerns to his/her immediate superior or the Head of Human Resources. Business Associates may liaise with the Group COO for further clarification on the Policy.
5. GUIDANCE ON COMMON FORMS OF BRIBERY AND CORRUPTION (N1)
5.1 Gifts and Hospitality
This Policy does not prohibit normal business hospitality, so long as it is reasonable, not more than RM2000, modest and bona fide corporate hospitality.
Some examples of acceptable gifts and/or benefits are as follows:
(a) token gifts offered in business situations or to all participants and attendees, for example, work-related seminars, conferences, trade and business events;
(b) gifts presented at work-related conferences, seminars and/or business events;
(c) gifts given in gratitude for hosting business events, conferences and/or seminars;
(d) refreshments or meals during meetings or as participants of work-related conferences and/or seminars; and
(e) meals for business purposes
As a general principle, directors and employees shall not accept or give a gift to a third party if it is made to influence the third party to obtain or retain business or in exchange for favours or benefits. In addition, lavish or unreasonable gifts or hospitality should not be accepted as such gifts or hospitality may be perceived or interpreted as attempts by the directors or employees to obtain or receive favourable business treatment for personal benefits.
Directors and employees shall also be mindful in giving or receiving gifts or hospitality as it could be perceived as a way of improperly influencing the decision-making of the recipient. Hence, the intention behind the gifts or hospitality should always be considered.
5.2 Facilitation Payments To Officer of Public Body
Facilitation payments are unofficial payments or other advantages made to secure or expedite the performance of a routine action by an officer of a public body. All directors or employees shall not promise or offer, or agree to give or offer, facilitation payments to an officer of any public body.
However, circumstances could arise where the directors or employees have no alternative but to make a facilitation payment to protect themselves from injury, loss of life or liberty. Any request for facilitation payment under such circumstances should be reported immediately to the superior or Head of Human Resources.
(N1: Public Body as defined in Section 3 of Malaysian Anti-Corruption Commission Act 2009)
5.3 Political Contribution
Subject to any prevailing law that governs political contribution, respective subsidiaries of the Group may make contributions to political parties or candidates. All political contributions require approval from the Board of Directors. Respective subsidiaries of the Group shall keep the records of all political contributions for seven (7) years from the end of the last financial year.
5.4 Charitable Contribution
Charitable support and donations are acceptable (and indeed encouraged), whether of in-kind services, knowledge, time, or direct financial contributions. However, all directors and employees must be careful to ensure that charitable contributions are not used as a scheme to conceal bribery. No donation can be offered or made on behalf of the Group without the prior approval of the Board of Directors. The respective subsidiaries of the Group shall keep the records of all charitable contributions for seven (7) years from the end of the last financial year.
Proper and complete records must be maintained for seven (7) years from the end of the last financial year of all payments made to third parties in the usual course of business as these would serve as evidence that such payments were bona fide and not linked to corrupt and/or unethical conduct. All accounts, invoices, documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with accuracy and completeness.
Employees shall declare all hospitality or gifts accepted or offered and submit details to the person in charge whom the Group COO assigns for recording into a register subject to internal audit review. Employees must also ensure that all expense claims relating to hospitality, gifts or expenses incurred to third parties are approved by the Group COO and must be specifically recorded the reason for such expenditure.
7. COMPLIANCE WITH THE LAW
The Group shall comply with all applicable laws, rules and regulations of the governments, commissions and exchanges in jurisdictions within which the Group operates. Relevant Persons are expected to understand and comply with the Malaysian Anti-Corruption Commission Act 2009 (including any amendment thereof). The Group reserves the right to report any actions or activities suspected of being criminal in nature to the police or other relevant.
8. DUE DILIGENT OF BUSINESS ASSOCIATES
All Business Associates should be made aware of this Policy before entering into any formalised relationships, and the arrangements with them shall be subject to clear contractual terms, including specific provisions requiring them to comply with minimum standards and procedures relating to bribery and corruption. An undertaking/acknowledgement from Business Associates on the requirement to comply with this Policy shall be obtained for every agreement/arrangement entered with the Business Associates.
The Group shall conduct adequate background checks on the person or entity with a document verification process before entering into any formalised relationships.
If suspicion of bribery and corruption arises in the dealings with any Business Associate, the Group shall seek an alternative provider of the services/goods as soon as practicable.
If the Group is not satisfied with full compliance with the Policy, further due diligence shall be undertaken with regard to any Business Associate intending to act on the Group’s behalf.
Records of the due diligence undertaken on potential Business Associates shall be maintained for seven (7) years from the end of the last financial year.
9. REPORTING OF VIOLATIONS OF THE POLICY
Relevant Persons who know of, or suspect, a violation of the Policy are encouraged to whistle blow or report the concerns through the mechanism set out under the Group Whistleblowing Policy. The provision protection and procedure of the Whistleblowing Policy for reporting the violations of the Policy are available on the Company’s website. No individual will be discriminated against or suffer any kind of retaliation for raising genuine concerns or reporting in good faith on violations or suspected violations of the Policy. The Group shall take all reasonable steps to protect the confidentiality of the identity of a whistle-blower to the extent reasonably practicable and shall adhere to any statutory requirements in force. At the appropriate time, the whistle-blower making the disclosures may need to come forward as a witness.
The Board will commission an outsourced internal auditor at least once every three (3) years to carry out a corruption risk assessment to identify, analyse, assess and prioritise the internal and external corruption risks of the Group. The reviews should form the basis of any efforts to improve the existing anti-corruption controls in the Group.
The Group shall ensure that the results of any audit, risk assessment reviews, control measures and performance are reported to all top-level management, including the full Board of Directors, and acted upon.
10. REVIEW OF THE POLICY
The Board of DynaFront Holdings Berhad shall monitor compliance with the Policy and review the Policy regularly to ensure that it continues to remain relevant and appropriate at all times.
DYNAFRONT HOLDINGS BERHAD
Reg no. 202001042085 (1398406-X)
CODE OF CONDUCT POLICY
DynaFront Holdings Berhad and its subsidiaries (hereinafter collectively referred to as the “Group”) conduct its business legally and ethically. The Group requires all full-time, probationary, contract, and temporary staff (herein referred to as “employees”) and directors to be committed to acting professionally and with integrity in their business dealings and to fully comply with the Code of Conduct Policy (the “Policy”) of the Group.
The Group shall review and update the Policy from time to time to maintain its relevance to our operations. Any amendments to this Policy are subject to the approval of the Board of Directors of DynaFront Holdings Berhad.
1.1 Good conduct and discipline by the employees and directors are necessary to ensure proper, efficient and effective management of the Group’s operations.
1.2 All employees and directors are required to comply with an acceptable standard of conduct and behaviour. Failure to meet these standards may result in disciplinary action against them.
1.3 In the normal course of work, an employee or director shall be made aware of when any minor shortcomings occur. If such behaviours persist or become more serious, the Group’s disciplinary procedures shall apply.
1.4 The Group intends that if disciplinary action is taken against any employee or director, it should:
be undertaken were good and clear reasons exist;
be appropriate to the severity of the offence that had been committed;
be fair and consistent with the previous actions in similar circumstances;
take place when the employee or director is aware of the standards that are expected of him/her or
rules or policies with which he/she is required to conform; and
allow the employee or director the right of appeal in certain special instances against any disciplinary action.
2. CODE OF CONDUCT AND DISCIPLINE
An employee or director must always be of exemplary conduct and discipline!
2.1 He/she shall always and on all occasions give his/her undivided loyalty and devotion to the Group.
2.2 He/she shall not subordinate his/her duties to the Group in favour of his/her personal matters.
2.3 He/she shall not conduct himself/herself in such a manner as to bring his/her personal matters into conflict with his/her duties.
2.4 He/she shall not take any action on behalf of the Group in the performance of his/her work that would subject either the Group or himself/herself to liability or penalty under any laws, rules, regulations or decreases of any governmental authority.
2.5 He/she shall always be honest and not conduct himself/herself to lay himself/herself open to suspicion or dishonesty.
2.6 He/she shall not conduct himself/herself in such a manner as may be construed as an act of insubordination.
2.7 He/she shall not conduct himself/herself in such a manner as reasonably construed as lacking in efficiency.
2.8 He/she shall always keep confidential all transactions, accounts, information, dealings, and business affairs affecting the Group and its customers or any other persons that the Group may have dealings with.
2.9 He/she shall always, during working hours, be neatly and properly dressed and groomed.
2.10 He/she shall not take or traffic in or be found in possession of any kinds of drugs except those that a licensed medical practitioner prescribes.
3.1 Misconduct is defined as improper behaviour or wrongdoing or an act inconsistent with the fulfilment of the express or implied conditions of service or employment. These include non-compliance with this Policy, acts that are considered wilful, arising from the negative attitude of an employee or director towards his superiors, peers or subordinates, and acts that adversely affect the Group’s public image, operations and business.
3.2 The Group may, on the grounds of misconduct and depending on the severity of the offence, impose the necessary disciplinary action as it deems fit.
3.3 As general guidance, the following is a list of misconducts which are not meant to be exhaustive. The act of any of them by an employee or director shall render him/her liable for disciplinary action.
Poor quality or quantity of work.
Repeated or habitual negligence or neglect of work.
Wilful slowing down in the performance of work, malingering or abetment or instigating any other to do so or interference with the work of other employees.
Dozing off or sleeping while on duty.
Repeated or habitual late attendance and tardiness.
Repeated or habitual absence without leave; an employee shall be deemed to have broken his contract of service with the Group if he/she has been continuously absent from work for more than two (2) consecutive working days without prior leave from the Group unless he has a reasonable excuse of such absence and has informed or attempted to inform the Group of such excuse before or at the earliest opportunity during such absence.
Ceasing work before the proper finishing time without permission.
Leaving the workplace during working hours without permission or valid cause.
Playing pranks during working hours within Group premises.
Writing frivolous or offensive notes/memos/letters to other employees.
Refusing to perform the work assigned by a superior.
Wilful insubordination or disobedience, whether alone or in collaboration with others, to any lawful and reasonable order of a superior.
Avoiding any communication served either in accordance with the Policy of the Group or with the law and in the interest of discipline, higher productivity and efficiency of the Group.
3.3.3 Illegal and Unlawful Activities and Disorderly Behaviour
Riotous or disorderly behaviour or creating nuisance within the premises of the Group.
Violence, abusing or assaulting other employees or superiors within the premises of the Group.
Participating in an illegal strike or abetting, inciting, instigating or acting in furtherance thereof.
Using vulgar and/or profane language.
Gambling of any form of whatsoever nature, whether for monetary gain or otherwise, within the premises of the Group.
Being on the Group premises while under the influence of intoxicating drinks or dangerous drugs.
Committing an immoral act.
Possession of lethal or dangerous weapon within the premises of the Group.
Conviction and imprisonment for any criminal offence.
Engaging in any business or trade within the premises of the Group (e.g. selling home utensils, insurance, cosmetics, etc.)
Making false or improper claims to the Group.
Obtaining paid leave under false presence.
Falsifying the Group’s records.
Furnishing, at the time of employment, false or incomplete information or suppressing any information regarding age, qualifications, previous service or experience, a conviction in a court of law, dismissal by a previous employer, etc.
3.3.5 Pecuniary Behaviour
Incurring debts or acting in any manner which would affect the public image of the Group or that of the Group’s employees.
Soliciting for funds from other employees or clients, or suppliers of the Group without permission.
Lending or borrowing money within the Group premises in the circumstances prejudicial to discipline.
3.3.6 Properties of the Group, of Other Employees and the Clients and Suppliers of the Group
Wilful destruction or defacement of the Group’s properties or the other employees or the Group’s clients and suppliers.
Theft, fraud or dishonesty in connection with the business or property of the Group or the property entrusted to the Group or of the property of another employee.
Failure to give a reasonable or satisfactory explanation for the presence of the Group’s property found in the employee’s vehicle or among his personal articles or in his possession or deposited with him with a third party.
Removing without proper authority any of the Group’s property (files or confidential documents of whatsoever nature, whether original or photocopies, whether such is addressed to the employee involved) from the office.
Damaging or not taking proper care of the properties of the Group.
Destroying Company records.
Posting, altering, tampering or removing any materials or notices from the bulletin boards within the Group without permission.
Clocking another employee’s timecard on their behalf or tampering with the time clock, or altering the timecard to produce a fraudulent results.
Driving Group’s vehicles without authorisation and valid license and using them otherwise for the purpose authorised.
Interference with any safety device installed in or about the Group’s premises and refusal to follow or infringement of safety rules, regulations and procedures.
3.3.7 Disclosure and Furnishing of Information
Disclosing to any unauthorised person any trade secrets or information of a confidential nature concerning the affairs of the Company without the prior permission of the Group.
Publishing any article or giving any interview or making statements to the press, or delivering any speech concerning the Group’s business without the prior permission of the Group.
Failure or neglect or refusal to furnish personal and/or family information as and when changes occur or in response to the request of the Group.
Failure to report an infection or contagious disease of a fatal or dangerous nature (including HIV, AIDS, venereal diseases, etc) to the Group.
3.3.8 Outside Employment
Employment with any other organisation without prior approval from the Group in writing.
Smoking in non-smoking areas within the Group’s premises while on duty.
Not properly attired and groomed for work.
3.3.11 Conflicts of Interest
All employees and directors must act in the best interest of the Group. All employees and directors should endeavour to avoid activities that present a potential or actual conflict between their interests and the interest of the Group.
An employee and director must promptly disclose potential or actual conflicts of interest in writing to the Group COO. The Group COO will then determine whether approval is granted for the employee or director to maintain such a position involving potential or actual conflicts of interest. Any potential or actual conflicts of interest which cannot be appropriately mitigated or are not approved by the Group COO must be resolved by mutual agreement between the relevant employee or director and the Group. Where such potential or actual conflicts of interest are deemed material and are required to be disclosed under Rule 6.08 of the LEAP Market Listing Requirements, the Group COO must inform the Board and obtain all necessary information from the relevant employee or director for disclosure.
A “conflict of interest” occurs when a person’s direct or indirect private interest interferes in any way or even appears to interfere, with the interest of the Group, including its subsidiaries and affiliates. A conflict of interest may arise when an employee or director takes action or has an interest that may make it difficult for him/her to perform his/her work objectively and effectively. Conflicts of interest may also arise when an employee or director (or his/her family members) receives improper personal benefits due to the employee’s or director’s position in the Group.
Although it would not be possible to describe every situation in which a conflict of interest may arise, the following are examples of situations that may constitute a conflict of interest:
Working, in any capacity, for a competitor, customer or supplier while employed by the Group.
Accepting gifts of more than modest value or receiving personal discounts (if such discounts are not generally offered to the public) or other benefits as a result of your position in the Group from a competitor, customer or supplier.
Competing with the Group for the purchase or sale of property, products, services or other interests.
Having an interest in a transaction involving the Group, a competitor, a customer or supplier (other than as an employee or director of the Group and not including routine investments in publicly traded companies).
Receiving a loan or guarantee of an obligation due to your position with the Group.
Directing business to a supplier owned or managed by, or which employs, a relative or friend.
3.3.12 Ensuring Compliance with Laws, Rules and Regulations
We are strongly committed to conducting our business affairs honestly and in compliance with applicable laws, rules and regulations.
Using non-public information of the Group (financial, technical, operational or otherwise) to trade in securities, or providing a family member, friend or any other person with a “tip”, is illegal. Such non-public information should be considered inside information and should never be used for personal gain nor disclosed to any third parties. All financial information of the Group should only be disseminated by the Group Chief Executive Officer (“CEO”)/Chief Operating Officer (“COO”) for regulatory and investor relation purposes.
Confidential, proprietary information generated and gathered in our business is a valuable Group asset. Protecting such information plays a vital role in our continued growth and ability to compete, and all proprietary information should be maintained in strict confidence, except when the disclosure is authorised by the Group’s CEO/COO or required by law.
Proprietary information includes all non-public information that might be useful to competitors or that could be harmful to the Group, its customers or its suppliers if disclosed. Intellectual property, such as trade secrets, patents, trademarks and copyrights, as well as business, research and new product plans, objectives and strategies, records, databases, salary and benefits data, employee medical information, customer, employee and suppliers lists and any unpublished financial or pricing information must also be protected. The unauthorised use or distribution of proprietary information violates Group policy and could be illegal. Such use or distribution could negatively affect the Group and the individuals involved, including potential legal and disciplinary actions. We respect the property rights of other companies and their proprietary information and require our employees and directors to observe such rights.
Employees and directors are prohibited from taking for themselves business opportunities that are discovered through the use of corporate property, information or position unless the Group has approved such activity. No employee or director may use corporate property, information or position for personal gain, and no employee or director may compete with the Group unless such activity has been approved. Competing with the Group may involve engaging in the same line of business as the Group or any situation where the employee or director takes away from the Group opportunities for sales or purchases of products, services or interests. Employees and directors owe a duty to the Group to advance its legitimate interests when the opportunity to do so arises.
4. DISCIPLINARY PROCEDURES
4.1 The Group may impose on any employee or director who has committed an offence or misconduct any of the following disciplinary actions depending on the severity of the misconduct:
issue a verbal warning.
issue a written warning.
suspend the employee or director without pay for a period not exceeding fourteen (14) days.
withhold the employee’s or director’s increment.
stop payment of the employee’s or director’s bonus.
reduce the employee’s or director’s salary.
downgrade the title/position of the employee or director.
dismiss the employee or director or
any other actions deemed necessary as may be permitted under the law.
4.2 An employee or director who has committed an offence may be given a verbal warning. A record will be kept of the fact that such a warning has been given. Where appropriate, the person giving the warning will inform the employee or director of the steps which must be taken to improve his/her conduct or where the improvement is likely to require time; a time limit will be set for improvement or rectification. It will also be clear that further misconduct or failure to improve within the set time will result in further disciplinary action.
4.3 When an employee or director fails to meet the required standards after being given a verbal warning, he/she may be given a written warning. This will state the nature of the complaint, the required standards which must be met and a time limit for improvements (if appropriate) and that disciplinary action will ensure if the required standards are not met or if there is further misconduct. A record of the warning and a discussion note will be placed in the employee’s or director’s personal file.
4.4 When an employee or director fails to meet the required standards after due warnings have been given, he/she will be referred to an Inquiry Panel to determine what further disciplinary actions need to be taken.
4.5 The Inquiry Panel shall consist of a least three (3) nominees comprising the immediate superior and/or the Head of Department of the employee (provided that such members are not a party in filling the action), and at least one other nominee (who shall be nominated by the Group COO or Head of Human Resources) of higher rank than the employee/director.
4.6 The Inquiry Panel shall not comprise member(s) whose presence may affect the impartiality of the Panel in the conduct of its proceedings and recommendations.
4.7 When an Inquiry is to be held, the Group shall inform the employee/director concerned in writing, stating the charges against him/her, the time, date and venue of the Inquiry and request him/her to be present to represent his/her own case.
4.8 The employee/director has the right to be accompanied by a fellow employee/director at the Inquiry (including appeals). The accompanying employee/director shall be there in the capacity of a witness and shall not normally take any active part in the proceedings.
4.9 During the period of the Inquiry, the Group may suspend the employee/director from work without pay for a period not exceeding fourteen (14) days. Should the Inquiry subsequently not disclose any misconduct on the part of the employee/director, and he/she is reinstated, the Group shall forthwith pay the employee/director the full amount of wages so withheld.
4.10 During the period of suspension, the Group may notify the employee/director in writing to report to his/her normal place of work, as may be required to enable the Group to carry out its Inquiry and to return to the Group all property and/or equipment issued to him/her.
4.11 Should the employee/director be found guilty of an offence under which he/she is charged, the Inquiry Panel may recommend the dismissal of the employee from the Group. The Inquiry Panel may recommend, after considering certain mitigating factors, a lesser punishment as it deems fit. This shall include any one or any combination of two (2) or more of the disciplinary actions from 4.1(d) to (g) and (i).
4.12 The proceedings of the Inquiry shall be recorded accordingly, and recommendations made to the Group COO for approval. The Group COO shall not be necessarily bound by the recommendations of the Inquiry Panel and may decide on other forms of punishment as it deems fit.
4.13 When the offence/misconduct is so serious as to warrant summary dismissal, the Group COO shall exercise her power of dismissing the employee/director. Such a dismissal shall be reported to the Board of Directors of DynaFront Holdings Berhad.
4.14 An employee/director who is found of an offence or misconduct shall have a right of appeal to the Group CEO if he/she is dissatisfied with the disciplinary action meted out to him/her.
4.15 An appeal must be made in writing within three (03) working days of a disciplinary action decision being communicated to the employee/director. The grounds upon which an employee/director is appealing must be clearly stated.
4.16 Upon Company receiving an appeal, an Appeals Committee shall be formed, comprising two (02) or three (03) employees/directors (at least of managerial level who have not been party to the previous Inquiry Panel) nominated by the Group CEO. The Committee shall convene a meeting within two (02) weeks of the appeal to consider the case. Each case should be reviewed carefully before a decision is made. The Committee may, after its review, recommend:
ratification of an earlier decision;
imposition of a lesser disciplinary action;
imposition of a more severe disciplinary action;
in very exceptional and extenuating circumstances (e.g. based on new material facts being brought into the case), reversal of an earlier decision and reinstatement of the employee.
4.17 All recommendations by the Appeals Committee shall be subject to the approval of the Group CEO and shall be final.
4.18 Any decision by the respective approving authorities as regards disciplinary action to be imposed on the employee/director shall be communicated to all the directors within the Group before the decision is made and all the employees of the Group within seven (7) days after the decision is made.
DYNAFRONT HOLDINGS BERHAD
Reg no. 202001042085 (1398406-X)
DynaFront Holdings Berhad and its subsidiaries (hereinafter collectively referred to as the “Group”) conduct their business legally and ethically. The Group requires all full-time, probationary, contract and temporary staff (herein referred to as “employees”) and Directors to be committed to acting professionally and with integrity in their business dealings.
Practice 3.2 of the Malaysian Code on Corporate Governance (“MCCG”) stipulates for the board of a listed company to establish, review and, together with management, implement policies and procedures on whistleblowing.
In addition, Guidance 3.2 of the MCCG stipulates that the board of a listed company should encourage employees to report genuine concerns concerning breach of a legal obligation (including negligence, criminal activity, breach of contract and breach of law), miscarriage of justice, danger to health and safety or to the environment and the cover-up of any of these in the workplace.
The Board of Directors of the Group shall ensure that its Whistleblowing Policy (“Policy”) sets out avenues where legitimate concerns can be objectively investigated and addressed. Individuals should be able to raise concerns about illegal, unethical or questionable practices confidently and without the risk of reprisal.
2. SCOPE OF THE POLICY
2.1 This Policy covers possible improper conduct such as:
(b) Corruption, bribery or blackmail;
(c) Criminal offences;
(d) Theft or embezzlement;
(e) Abuse of power;
(f) Conflict of interest;
(g) Misuse of the Group’s property;
(h) Insider trading;
(i) Money laundering;
(j) Breach of legal obligation (including negligence, criminal activity, breach of contract and breach of law);
(k) Miscarriage of justice;
(l) Endangerment of an individual’s health and safety or of the environment; and
(m) Concealment or cover-up of any of the above.
2.2 The improper conduct above is not exhaustive and includes any other act or omission, which, if proven, will constitute an act of misconduct under the Group’s Code of Conduct, a disciplinary offence under the relevant policies and procedures of the Group and/or criminal offence under relevant legislations in force.
2.3 The Group expects all the directors and employees of the Group to act in good faith with a reasonable belief that the information and allegations are substantially true.
2.4 If allegations are proven malicious, parties responsible may be subject to appropriate action, including legal action, where applicable.
2.5 The avenue for whistleblowing, as set out in this Policy, is open to anyone with evidence of fraud or misconduct by the employees or directors within the Group. All confidential reporting or disclosures by a whistleblower are to be directed to the designated person in accordance with the procedures under this Policy.
2.6 The Policy is not intended as a means for employees to pursue personal grievances, which should be referred directly to their immediate superiors.
3. PROTECTION OF WHISTLEBLOWER
3.1 The Group will take all reasonable steps to protect the confidentiality and identity of a whistleblower to the extent reasonably practicable and will adhere to any statutory requirements in force.
3.2 Any director or employee of the Group who whistle blows will also be protected against any adverse and detrimental actions in reprisal for disclosing any improper conduct committed or about to be committed within the Group, to the extent reasonably practicable, provided that the disclosure is made in good faith.
3.3 Such protection will continue, notwithstanding that the investigation later reveals that the whistleblower is mistaken about the facts, rules and procedures of improper conduct.
3.4 The whistleblower remains liable for his/her own conduct and is responsible for ensuring that disclosure is made in good faith and free from any malicious intent. The Group does not have the power to offer any person immunity against prosecution in the criminal jurisdiction.
3.5 The Group may revoke the protection accorded to a whistleblower under the following circumstances, amongst others:
(a) the whistleblower participated in improper conduct;
(b) the whistleblower willfully discloses a false statement;
(c) the disclosure is made with malicious intent;
(d) the disclosure is frivolous or vexatious; or
(e) the disclosure is made solely or substantially with the motive of avoiding dismissal or other disciplinary action.
4. ANONYMOUS WHISTLEBLOWER
4.1 The Group shall not entertain any anonymous disclosure or complaint. The person who wishes to whistleblow any improper conduct within the Group must disclose his/her name, personal identity number and contact details. Nonetheless, these details will be kept confidential to protect the whistleblower.
4.2 However, the Group reserves the right to investigate any anonymous disclosure at its own discretion.
5. REPORTING PROCEDURES
5.1 All disclosures are to be channelled in accordance with the procedures provided herein.
5.2 Disclosures can be made in a strictly confidential manner via physical post, marked “Confidential” and “Strictly to be opened by addressee only” to:
Mr Chan Choong Wai
Non-Independent Non-Executive Director
DynaFront Holdings Berhad
C-8-1, 8th Floor, Corporate Office Tower Block C,
338, Jalan Tun Razak,
50400 Kuala Lumpur.
5.3 As the Group needs all critical information to evaluate and investigate a complaint effectively, the disclosures herein should provide as much detail and be as specific as possible. The disclosures should contain the following information:
(a) Details of the person(s) involved;
(b) Details of the allegations such as nature, time and place;
(c) Other relevant information and
(d) Any supporting evidence.
5.4 All disclosures received will be treated with confidence, and every effort will be made to ensure that confidentiality is maintained throughout the process.
5.5 At the appropriate time, the whistleblower making the disclosures may need to come forward as a witness.
6. HANDLING OF COMPLAINTS
6.1 The Non-Independent Non-Executive Director may direct the complaint to the department best placed to address it or lead the investigation to ensure prompt and appropriate investigation and resolution. All information disclosed during the investigation will remain confidential, except as necessary or appropriate for the conduct of the investigation and to undertake any remedial action in accordance with any applicable laws and regulations.
6.2 The Group reserves the right to refer any concerns or complaints to appropriate external regulatory authorities. Depending on the nature of the complaint, the subject may be informed of the allegations against him/her and be provided with an opportunity to defend himself/herself against such allegations. Employees who fail to cooperate in an investigation or deliberately provide false information during an investigation shall be subject to strict disciplinary action up to, and including, immediate dismissal.
6.3 If, after an investigation, the Group determines that a violation has occurred or the allegations are substantiated, remedial action commensurate with the severity of the offence will be taken.
7. REVIEW OF THE POLICY
7.1 The Group reserves the right to amend the Policy from time to time to maintain compliance with applicable laws and regulations or accommodate organisational changes within The Group. Any amendments to this Policy are subject to the approval by the Board of Directors of DynaFront Holdings Berhad.