Purpose

• a. This Whistleblowing Policy and Procedure (“Wb”) seeks to enhance corporate governance by helping to foster an environment where integrity and ethical behaviour is maintained and any illegality, misconductand/or wrong doings in the Company may be exposed.
• b. The Company’s Wb also act as an early warning system and may enable the Company to remedy any wrong doings before serious damage is caused.
• c. The purpose of this Wb is to provide a formal, confidential channel to enable you to report in good faith, serious concerns of any misconduct and/or wrong doing that could adversely impact the Company, its employees, shareholders, investors, or the public at large without fear of being subject to reprisal.

Scope

• a. This Wb applies to all employees and shall cover all reports made against any employee that has breach the Company’s CoBE and/or Employee Code of Conduct; or any other misconduct as depicted in Section15: Discipline of this Handbook. A report may be made by:
  • i. any employee who has knowledge of a misconduct committed by another employee or the members of the Board; and
  • ii. any external party that has knowledge of a misconduct committed by an employee or a member of the Board.

Oversight and Ownership of Whistleblowing

The Board of the Company has overall responsibility for this Wb and shall oversee the implementation of this Wb.

What is Whistleblowing?

• a. Whistleblowing is defined as the deliberate, voluntary disclosure or reporting of individual or organisational misconduct by a person who has or had privileged access to data, events or information about an actual, suspected or anticipated misconduct within the organisation or by an organisation that is within its ability to control.
• b. A misconduct is generally described as any conduct by an employee which if proved constitutes a criminal offence or any conduct that constitutes a wrongdoing or malpractice and may include any of the following:
  • i. The breach of any law, regulation or rule that is applicable to the Company. For example, a breach of insider trading laws, confidentiality, etc.
  • ii. Any criminal act, including criminal breach of trust, extortion and sabotage.
  • iii. Any act that is likely to cause significant financial loss or costs to the Company including any intentional misrepresentation of the Company’s financial statements.
  • iv. Any breach of ethics as described in the CoBE and/or any fraudulent act. Examples of such acts include forgery, theft, any form of bribery or corruption, unauthorised disclosure of the Company’s confidential information and abuse of power for personal gain.
  • v. Any other action that would cause significant harm to the Company or to any person(s).
  • vi. The deliberate concealment of information concerning any of the matters listed above.

Other Procedures

• a. Whistleblowing procedures is different from grievance procedures
  • i. Typically, whistleblowing does not affect the complainant personally. They are therefore different from a normal grievance or compliant in which the complainant is personally affected. If you are the victim of a misconduct, the complaint shall be channelled through the grievance procedure so that the appropriate action may be taken, and any restitution be made (if applicable).
• b. Sensitive matters
  • i. Some sensitive matters may have different procedures for reporting any misconduct or wrong doing such as sexual harassment. In circumstances where there are specific procedures prescribed, those specific procedures shall apply.

Requirements of Good Faith

• a. Since an allegation of misconduct may result in serious personal repercussions for the person that has allegedly committed the misconduct, any person who intends to lodge any report of misconduct shall ensure that the report is made in good faith.
• b. Any person making an allegation of misconduct must have reasonable and probable grounds before reporting such misconduct and must undertake such reporting in good faith, for the best interest of the Company and not for personal gain or motivation.
• c. The element of good faith shall be deemed to be lacking when:
  • i. the person does not have personal knowledge or a factual basis for the report of misonduct; or
  • ii. where the person knew or reasonably should have known that the report or any of its contents are false; or
  • iii. where the report is frivolous or vexatious; or
  • iv. there are any other circumstances that indicate that the report has been made with malicious intent, ulterior motive or for personal gain.
• d. Any person that has not acted in good faith shall not be entitled to any protection under this Wb.
• e. In addition, an employee making allegations or reports that prove to have been made without good faith will be subject to disciplinary action, up to and including termination of employment.

Protection against Reprisals

• a. Any employee who makes a report under this Wb in good faith shall not be subject to unfair dismissal, victimisation, demotion, suspension, intimidation or harassment, discrimination, any action causing injury, loss or damage or any other retaliatory actions (collectively referred to as “Reprisals”) by the Company.
• b. Any report of misconduct made in good faith, even if it is not subsequently confirmed by an investigation shall be eligible for protection under this Wb.
• c. Any Employee that makes a report of misconduct in good faith and who has been subject to Reprisals may lodge a complaint pursuant to this Wb using the form appended here to as Appendix C. The same procedures for investigation for reports of misconduct shall apply to any complaints of Reprisals.
• d. An Employee who takes any Reprisals against any employee who has made a report of misconduct in good faith shall be subject to disciplinary action, up to and including termination of employment.

Protection of Confidential Information

• a. Any person having knowledge of a report of misconduct shall make all reasonable efforts to maintain confidentiality of the Confidential Information, as depicted in Section 18.4 of this Handbook, in particular the identity of the Whistle-blower.
• b. However, there may be circumstances, during the course of the investigation where it will be necessary to disclose the identity of the Whistle-blower. If such circumstances exist, the Board or external parties involved in investigations shall endeavour to inform the Whistle-blower that his/her identity is likely to be disclosed and to obtain his/her consent for the said disclosure.
• c. In order not to jeopardise any investigation, the Whistle-blower shall make all reasonable efforts to maintain the confidentiality of the Confidential Information, in particular, the fact that a report has been filed, the nature of the misconduct and the identity of the person(s) who have allegedly committed the misconduct.
• d. Any person who obtains any Confidential Information in the course of any investigation of an allegation of misconduct shall not disclose any Confidential Information or any part thereof.

Anonymous Whistleblowing

• a. Anonymous reports are NOT encouraged as any follow up to ascertain the facts or to obtain further information for investigation purposes would be very difficult, if not impossible.
• b. Although the Company is not expected to address any anonymous allegations, the Company may, however, consider investigating an anonymous allegation after having considered the following:
  • i. the seriousness of the concern;
  • ii. the credibility of the concern; and
  • iii. the likelihood of confirming the concern from credible sources.

When Protection May Not Be Available?

• a. You may not avail yourself to the protection against Reprisals mentioned in Section 24.7 of this Handbook in the following circumstances:
  • i. If the report of misconduct is not made in good faith; or
  • ii. If you yourself has participated in the misconduct reported; or
  • iii. The report of misconduct is made solely or substantially with the motive of avoiding dismissal or other disciplinary action; or
  • iv. You breach your obligations of confidentiality under this Wb.
• b. You may be subjected to disciplinary action if you have participated in a misconduct. However, in certain circumstances, the Board may, in its discretion, on a case by case basis decides to grant amnesty to you or consider leniency for you.
• c. However, please note that the Company has no power to provide any immunity from criminal prosecution.The Company also does not have any power to grant any protection from Reprisals to a Whistle-blower who is not an employee or members of the Board of the Company.

Lodging a Report of Misconduct

• a. Reports by employees
  • i. You are advised and urged to report a misconduct as soon as you discover the commission or an intended commission of a misconduct or if you are instructed to participate in an activity that could lead to a misconduct. If you become directly involved in the misconduct, the protection under this Wb may not be available to you.
  • ii. You shall make a confidential report of misconduct in writing using the form appended in this Handbook as Appendix B. The report must provide full details of the misconduct and, where possible, supporting evidence; and directed to either one of the following persons by e-mail:
    • The Chairman of Axcelasia Group, Mr Ranjit Singh at Ranjit@axcelasia.com
    • The Managing Director of Axcelasia Sdn Bhd, Mr Chang Ming Chew at MingChew@axcelasia.com
    • The Executive Director/COO of Axcelasia Sdn Bhd, Mr David Low at DavidLow@axcelasia.com
  • iii. The report may also be submitted in a sealed envelope marked “Confidential” addressed to the persons mentioned above at Unit 301, Level 3, Block E, Pusat Dagangan Phileo Damansara 1, No. 9 Jalan16/11 Off Jalan Damansara, 46350 Petaling Jaya, Selangor Darul Ehsan, Malaysia; or via any other method that may be informed to the Whistle-blower or publicised through internal communications.
• b. Reports by external parties who are not employees
  • i. The procedures for an external party to report a misconduct by an employee of the Company shall be posted on Axcelasia’s website. The procedures shall include the form for reports of misconduct to be made.
  • ii. Any external party intending to lodge a report of misconduct by an employee of the Company may do so by sending a report to the Board of the Company in the prescribed form which shall be made available at Axcelasia’s website. The report received from any external party will be reviewed in accordance with the investigation procedures under this Wb.

Log of Reports of Misconduct (Cont’d)

• iii. All reports of misconduct, findings of investigations and monitoring and corrective actions shall be centralised and logged in a log administered and monitored by the Management. The Management may assign a designated staff to manage the log. The Board shall be informed of any new reports of misconduct and may request to review the log at any time.
• iv. The Management shall be kept informed of any new reports of misconduct reported where the Management is not implicated (to the extent possible, without disclosure of identities of the Whistle-blower and the person that allegedly committed that misconduct) so that any interim corrective measure (if applicable) regarding any misconduct can be taken immediately.
• v. After receiving a report of misconduct, the Management shall inform the Board of the receipt of the report and provides the Board his/her opinion on whether the Management believes the case is afrivolous claim or is a case where there are suspicious circumstances. The Management then forward the report to the Board or the designated staff to be logged and gives instructions for the conduct of preliminary investigations.

Investigation Procedures

• a. Upon logging a report of misconduct, the Management will provide the Whistle-blower an acknowledgement of receipt of the report of the misconduct within two (2) working days of receipt.
• b. Subsequently, if necessary, the Management may consult (to the extent possible, without disclosure of identities of the Whistle-blower and the person that allegedly committed the misconduct) with the Board to assist and to provide relevant advice.

Preliminary Investigation

• a. The Management shall conduct a preliminary investigation of every report of misconduct received to determine whether there are merits to initiate a full investigation.
• b. The findings of the preliminary investigation and recommendation shall be referred to the Board for a decision on whether to close the case or to proceed to a full investigation of the allegations. The Board would have an option to consult with other external specialist before deciding.
• c. Upon review of the findings of the preliminary investigation, the Board may:
  • i. instruct the matter to be closed in the event the preliminary findings clearly indicate that there are no circumstances that warrant a full investigation; or
  • ii. instruct the Management to commence a full investigation in the event the preliminary findings clearly indicate suspicious circumstance and where the Management is not involved. The Board may delegate the oversight of the investigation and review of results of the investigation to the Management; or
  • iii. in a case where the report involves the Management, the Board may select a member among themselves (having due regard to suitable seniority and any circumstances that may give rise to conflicts of interest) or an independent third party, to investigate the allegations; or
  • iv. in cases where the preliminary findings disclose a possible criminal offence, seek consultation with external legal advisors, decide if the matter should be referred to the relevant authorities, such as the police or the Malaysia Anti-Corruption Commission (“MACC”) for further action; or
  • v. determine any other course of action that the Board deems fit having regard to the circumstances of the matter reported and the fairness of the conduct of any investigation
• d. If the matter is closed, the Management will inform the Whistle-blower that the matter is closed.
• e. If the matter is to be referred to the authorities, subject to any legal requirements or prohibitions, the Management will inform the Whistle-blower that the matter has been referred to the authorities.
• f. In the event a full investigation is to be carried out, the Management will inform the Whistle-blower of the conduct of a full investigation and the Whistle-blower shall give his/her full cooperation during the conduct of the investigation.

Investigation procedures (Cont’d)

Full Investigation

• a. In the event a full investigation is to be conducted, the Management and/or any other persons identified by the Board shall conduct the investigation and endeavour to complete such investigation within two (2)months. Any extension of the time required for the completion of the investigation shall be subject to the Board’s approval.
• b. In the event a full investigation is being conducted, all employees shall give their full cooperation to any investigation conducted.
• c. In the event a full investigation is to be conducted on a report of misconduct by the Management and the Board decides to appoint an external independent third party to conduct or to assist in conducting the investigation, the terms of appointment of the said external independent third party shall be approved by the Board.
• d. All information, documents, records and reports relating to the investigation of a misconduct shall be kept securely to ensure its confidentiality.

Findings of Investigation

• a. Upon the conclusion of an investigation in a case where the Management is not implicated, the investigation report shall be reviewed by the Management. Upon the review of such investigation report,the Management shall determine whether the allegation could be substantiated or not. In the event the allegation is substantiated, the Management will identify and recommend the corrective action to be taken to mitigate the risks of such misconduct recurring and recommend if disciplinary action is to be taken against the wrongdoer.
• b. Upon the conclusion of an investigation in a case where the Management is implicated, the Board shall review the investigation report. Upon the review of such investigation report, the Board shall determine whether the allegation could be substantiated or not. In the event the allegation could be substantiated, the Board will identify and recommend the corrective action to be taken to mitigate the risks of such misconduct recurring and recommend if disciplinary action is to be taken against the wrongdoer.

Decision

• a. In a case where the Management reviewed the investigation and decided whether the allegation was substantiated or not, a final report together with recommendation of the Management will be tabled to the Board. The Board will review the final report and decide on the corrective action to be taken and/or the disciplinary action to be taken (if any).
• b. In a case where the Board reviewed the investigation and decided whether the allegation was substantiated or not, a final report together with the recommendations of the external independent third-party report, if any, will be tabled at a formal Board meeting, without the presence of the Management. The Board will review the final report and decide on the corrective action to be taken and/or the disciplinary action to be taken (if any).
• c. Subject to any prohibition in law or any legal requirements, the Management will inform the Whistle-blower that the investigation has been completed and the findings have been presented to the Board as the case may be. As the findings are confidential, the details of the findings will not be disclosed to the Whistle-blower.

Corrective Action

• a. The Management shall carry out the decisions of the Board in relation to the findings of the investigation.
• b. Where applicable, the Management shall institute the appropriate controls to prevent any further wrong doings or damage to the Company.

Disciplinary Action

Any disciplinary action against any employee or the Management shall be carried out in accordance with the procedures for disciplinary action stipulated in Section 15 of this Handbook.

Application of the Act

• a. In June 2010, the Whistleblower Protection Act 2010 (“the Act”) was passed by Parliament and came into force on 15th December 2010. The Act protects persons making disclosures of misconduct in the public and private sector from civil and criminal action. In addition, the Act allows for proper investigation to be carried out by an enforcement agency set up by the Federal Government, State Government or local government (“Enforcement Agency”). A write up on the salient terms of the Act is appended as AppendixD in this Handbook
• b. If you wish to make a disclosure or report of misconduct pursuant to the Act, then you will have to make the said disclosure of a misconduct to an Enforcement Agency. Any investigations and/or actions taken there after would be in accordance with the Act and are independent of the policy and procedures described in this Handbook.
• c. Whilst the Company respects your rights to directly make reports of misconduct of an employee of the Company to an Enforcement Agency, the Company advises and urges you to report of any misconduct of an employee to the Company first so that the Company can remedy any wrong doings and where applicable, institute the appropriate controls to prevent any serious damage to the Company.