WHISTLEBLOWING
POLICY

UPMHoldings Group is committed to the values of transparency, integrity, impartiality and accountability in the conduct of its business and affairs.

01

BACKGROUND AND PURPOSE OF POLICY

Whistle-blowing is a form of Disclosure. It involves a ‘Person’, ie. the whistleblower, who raises serious concerns at an early stage about risks of wrongful activities or reporting a wrongdoing. For the purpose of this Policy, ‘Person’ includes any person who is employed by UPM Holdings Sdn. Bhd.(“UPMHoldings”) and its subsidiaries (“UPMHoldings Group” or “Group”) as well as those described in the “Who Can Disclose” section set out in this Policy.

UPMHoldings Group is committed to the values of transparency, integrity, impartiality and accountability in the conduct of its business and affairs. It expects wrongdoings such as fraud, corruption, serious financial impropriety and gross mismanagement to be reported, and facilitates this largely through internal mechanisms.

For this purpose, the Board of Directors has developed procedures for:

  1. the receipt, retention and treatment of complaints received by the Group regarding financial, internal control, auditing or operational matters;
  2. submissions by the Group employees, on a confidential basis and in good faith, concerning questionable operational, financial, compliance or auditing matters, as this provides additional protection to employees who come forward with information about actual or potential corporate fraud or malpractices involving employees or officers in the Group;
  3. any complaints that it receives regarding the Group’s financial statement disclosures, overriding of internal controls, auditing matters, violations of the Group’s adopted policies or breaches of any legislations that affect the Group; and
  4. other wrongful activities or wrongdoings.

This Policy provides an alternative avenue for Persons to raise concerns if the usual lines of communication are not available. Nothing in this Policy shall interfere with other established operational policies and processes.

02

MONITORING AND REVIEW

In general, all disclosures pursuant to this Policy are to be made to the Prescribed Officer who is an officer of UPMHoldings Group designated by the Board of Directors of UPMHoldings (“Board”) and/or Group Chief Executive Officer (“GCEO”), as the case may be, from time to time. Unless it is varied by the Board or the GCEO, as the case may be, the Head of Internal Audit of UPMHoldings shall be the Prescribed Officer.

The Prescribed Officer is responsible for ensuring compliance with this Policy and shall prepare a report which consists of confidential complaints, entailing the following information:

  1. number of complaints;
  2. types of complaints;
  3. nature of process or resolution; and
  4. whether or not the allegation was founded.
03

REPORTING PROCEDURES

This Policy is intended to complement the normal channels of communication and reporting lines within the Group. Persons shall first consult or raise their concerns with their immediate supervisors or heads or, when necessary, the GCEO. However, if their complaints or concerns remain unresolved, this Policy provides a facility for such Persons to make formal disclosures to be escalated to the relevant channel detailed on the Contact Information section at the end of this Policy.

3.1
Who can disclose

Any of the following Persons (“whistle-blower”) can make a disclosure:

  1. the Group’s employees, including employees on contract terms, temporary or short-term employees and employees on secondment, where applicable;
  2. people performing services for the Group, including contractors and service providers; and
  3. members of the public who are natural persons, not being incorporated or unincorporated bodies.
3.2
What to disclose

A disclosure may be made if it relates to one or more of the following wrongdoings by any person in the conduct of the Group’s business or affairs:

  • acceptance of favor;
  • corruption or fraud;
  • criminal offence;
  • misuse of the Group’s funds or assets;
  • gross mismanagement within the Group;
  • serious financial irregularity or impropriety within the Group;
  • serious breach of the Group’s Code of Conduct/Ethics; an act or omission which creates a substantial or specific danger to the lives, health, or safety of the Group’s employees, the public or the environment;
  • failure to comply within the provisions of other laws and regulations where the wrongdoer, knowingly, disregards or does not comply with such provisions;
  • knowingly directing or advising a person to commit any of the above wrongdoings;
  • breach of customer confidentiality or privacy;
  • conflict of interest;
  • unauthorized use of confidential information; and
  • concealment of all of the above.

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

If a Person is unsure whether a particular act or omission constitutes a wrongdoing under this Policy, the Person is encouraged to seek advice or guidance from the Person’s immediate superior or head or, when necessary, the GCEO.

3.3
When to disclose

A whistle-blower shall come forward with any information or document that he or she, in good faith, reasonably believes and discloses a wrongdoing, which is likely to happen, is being committed or has been committed.

The whistle-blower needs to demonstrate that he/she has reasonable grounds for the concerns. However, the whistle-blower is not expected to first obtain substantial evidence of proof beyond reasonable doubt when making a disclosure. If the whistle-blower knows as a matter of fact that there are reasonable grounds of suspicion that a wrongdoing is going to take place, such genuine concerns shall be raised at an early stage.

3.4
How to proceed
  • A disclosure can be made in writing, orally or via electronic mail (“email”) as follows:

    Email: wecare@upmholdings.com.my

    Mail:
    Head of Internal Audit
    UPM Holdings Sdn Bhd
    Block F-2,
    UPM-MTDC Technology Centre,
    Universiti Putra Malaysia,
    43400 Serdang,
    Selangor Darul Ehsan

  • A disclosure shall include at least the following particulars:
    1. (i) if the whistle-blower is an employee of the Group, his/her name, designation, current address and contact numbers;
    2. (ii) if the whistle-blower is not an employee of the Group, his/her name, name of employer and designation, current address and contact numbers;
    3. (iii) basis or reasons for his/her concerns, including as many details of the wrongdoing as reasonably possible, for instance, its nature, the date, time and place of its occurrence and the identity of the alleged wrongdoer;
    4. (iv) particulars of witnesses, if any; and
    5. (v) particulars or the production of documentary evidence, if any.

    The whistle-blower may be asked to provide further clarification and information from time to time, whenever necessary in the event if an investigation is conducted.

  • The Prescribed Officer shall screen and assess the disclosure to determine whether it is related to a wrongdoing or excluded from the scope of this Policy, and shall prepare general recommendations to the deciding authority of the Group. This initial process shall take not more than two (2) weeks from the day the Prescribed Officer receives a disclosure. It may be completed immediately if the wrongdoing is capable of causing irreparable harm to the Group.
  • Following Paragraph (c) above, the disclosure together with the general recommendations shall be referred by the Prescribed Officer to the Chairman of the Board or the Board Audit and Risk Management Committee (“BARMC”) Chairman who has the authority to make final decisions including but not limited to, any of the following:
    1. (i) rejection of the disclosure;
    2. (ii) directing the concerns or any part thereof for consideration under other internal procedures or disciplinary procedures, if appropriate and applicable;
    3. (iii) resolution without recourse to an investigation;
    4. (iv) directing investigations of the disclosure and any persons involved or implicated;
    5. (v) suspending the alleged wrongdoer or any other implicated person from work to facilitate any fact-finding or to avoid any employee’s exposure to threat or harm;
    6. (vi) designating the Prescribed Officer or any other persons from within or outside the Group to conduct any investigation or to carry out any other process pursuant to this Policy;
    7. (vii) obtaining any other assistance (for instance, external auditors or legal advice); and
    8. (viii) referral to the police or any other appropriate enforcement authority.

    The Chairman of the Board or the BARMC Chairman shall notify each other upon making any final decisions.

  • Generally, all disclosures pursuant to this Policy are to be made to the Prescribed Officer except in the circumstances as specified below:
    1. (i) where the wrongdoing involves the Prescribed Officer;
    2. (ii) where the wrongdoing does not involve the Prescribed Officer but the whistleblower, in good faith, reasonably believes that there may be a cover-up or that the Prescribed Officer may be personally conflicted (for instance, the Prescribed Officer is a close friend of the alleged wrongdoer); or
    3. (iii) where the wrongdoing involves Director of UPMHoldings and its Subsidiaries .
    A disclosure in either above mentioned circumstances can be made directly to the BARMC Chairman or the Chairman of the Board. The BARMC Chairman or the Chairman of the Board, as the case may be, has the authority to make the final decisions. The BARMC Chairman or the Chairman of the Board, as the case may be, may designate any persons, other than the Prescribed Officer, from within or outside the Group to conduct any investigation or to carry out any other process pursuant to this Policy (for instance, any meeting or an internal audit).
  • If the disclosure involves a Director of UPMHoldings and its Subsidiaries, the disclosure shall be referred directly to the BARMC Chairman or Board Chairman (whoever is not conflicted) who shall then be responsible for the investigation and recommendation to the Board. The Board has the authority to make final decisions. Where the BARMC Chairman is implicated, the avenue of reporting is to the Board Chairman, and vice-versa.
04

BEING INFORMED AND HAVING THE OPPORTUNITY TO BE HEARD

The whistle-blower shall be informed of the status of his/her disclosure matter as far as reasonably practicable, the whistle-blower and the alleged wrongdoer are expected to give his/her full co-operation in any investigation or any other process carried out pursuant to this Policy.

The alleged wrongdoer may be asked to attend a meeting to discuss the allegations and must take all reasonable steps to attend the meeting. He/she shall be given an opportunity to answer the allegations at the meeting, and his/her own answers shall be recorded in the minutes of the meeting. The meeting may be adjourned for the Group to obtain any advice or proceed with further investigations. A meeting may not necessarily be held within the early stages of an investigation.

In the event the whistle-blower is implicated or discovered to be or have been involved in any wrongdoing, he/she may also be investigated so as to complete the fact-finding process. An investigation is not and shall not be treated as a reprisal against the whistle-blower. It is to facilitate decision making. The whistle-blower may then be asked to attend a meeting to discuss the allegations and must take all reasonable steps to attend that meeting. He/she shall be given an opportunity to answer the allegations at that meeting, and his/her own answers shall be recorded in the minutes of that meeting. That meeting may be adjourned for The Group to obtain further advice or proceed with further investigations.

The whistle-blower, and if applicable, the alleged wrongdoer shall be notified in writing of the decision on the wrongdoing (e.g. whether the wrongdoing occurred or not; or whether the alleged wrongdoer is guilty or not), and the basis thereof.

05

HANDLING/DISCUSSION OF AN INVESTIGATION

  1. No information concerning the status of an investigation shall be given out. The proper response to any inquiry is: “I am not at liberty to discuss this matter”.
  2. Under no circumstances shall any reference be made to the “allegation,” “the crime,” “the fraud,” “the forgery,” “the misappropriation,” or any other specific reference.
  3. The reporting individual shall be informed of the following:
    • not to contact the suspected individual in an effort to determine facts or demand restitution; and
    • not to discuss the case, facts, suspicions, or allegations with anyone unless specifically asked to do so by the Prescribed Officer.
06

CONSEQUENCES OF WRONGDOING OR WRONGFUL DISCLOSURE

If the Person (i.e. the whistle-blower) of the Group has, or is found to have;

  1. committed a wrongdoing;
  2. taken serious risks which may likely cause a wrongdoing to be committed;
  3. made a disclosure not in accordance with the requirements of this Policy (for instance, dishonest, mischievous or malicious complaints); or
  4. participated or assisted in any process pursuant to this Policy otherwise than in good faith,

the corrective actions to be taken against that Person shall be determined by the Board Chairman or BARMC Chairman, which may include, disciplinary measures, formal warning or reprimand, demotion, suspension or termination of employment or services with the Group or monetary or other forms of punishment.

07

PROTECTION UNDER THIS POLICY

Upon making a disclosure in good faith, based on reasonable grounds and in accordance with the procedure pursuant to this Policy:

  1. the whistle-blower shall be protected from reprisal within the Group as a direct consequence of his/her disclosure; and
  2. the whistle-blower’s identity shall be protected, i.e. kept confidential unless otherwise required by law or for the purpose of any proceedings by or against any company in the the Group.

If the Person or the Group, in good faith, reasonably believes he/she is being subjected to harassment, victimization or reprisal as a direct consequence of having made a disclosure under this Policy, he/she may consult the Prescribed Officer in confidence. The Company does not permit retaliation of any kind against the whistle-blower for complaints submitted hereunder that are made in good faith. Any such reprisal shall in itself be considered a serious breach of this Policy. A reprisal may result in disciplinary action, including a warning or letter of reprimand, demotion, loss of merit increase, and loss of bonus, suspension without pay or termination of employment.

08

ADMINISTRATIVE MATTERS

This Policy, which accords in spirit with the requirements of the Companies Act, 2016 insofar as whistle-blowing is concerned, shall be reviewed, at the Board’s discretion, and amended from time to time, as and when necessary, to ensure its relevance and effectiveness in keeping with the the Group’s changing business environment, administrative or operational needs as well as changes to legislations. Changes to the Policy, if any, shall only be made with the Board’s approval.

The Policy shall be held in custody of, and filed by, the Company Secretary of the Group.