Reporting Policy and Procedures
Policy and Procedures for Reporting Possible Improprieties in Matters of Financial Reporting or Other Matters
The following words as used in this document shall have the meaning ascribed here:
- “this Policy” or “this Document” means this Whistleblowing Policy
- “BoardRoom” or “the Company” means BoardRoom
- “the Group” means BoardRoom and its subsidiaries
- “Possible Improprieties” means any activity, breach of business conduct and ethics or omission by an employee of the Group or any concerns regarding accounting or auditing matters, internal controls or internal accounting controls and other operational matters that are questionable or not in accordance with generally accepted accounting practices or trade practices prescribed by the Group.
- “Obstructive Action” means the use or attempted use of force, authority, intimidation, threats, undue pressure or any other action or behavior by any employee which tends to or in fact does obstruct, influence or otherwise interferes with another employee’s exercise of his/her right to report any Possible Improprieties or which may discourage other employees from so doing in the future.
- “Complaint” means any complaint alleging either Possible Improprieties or Retaliatory Action.
- “Retaliatory Action” means the use or attempted use of force, authority, intimidation, threats, undue pressure of any sort or any other negative or other inappropriate action, by any employee or officer of the Group, against any person who has filed a Complaint.
- “Complaints Register” means a register to record details of all Complaints lodged.
- This Policy applies to all directors and employees of the Group, including full-time, part- time and contract employees and external parties such as vendors, clients, contractors and other stakeholders.
It is the desire and aim of the Company to develop, promote and maintain high standards of corporate governance within the Group. This Policy aims to provide an avenue for employees or external parties to raise concerns about Possible Improprieties and Retaliatory Action within the Group which they become aware of and to provide assurance that they will be protected from reprisals or victimization for whistle-blowing in good faith and without malice. This Policy is intended to cover serious concerns that could have an impact on the Company such as actions that:
- May lead to incorrect financial reporting;
- Are unlawful;
- Are not in line with a legal obligation or a Policy of the Group;
- May pose dangers to the health and safety of any individual;
- May damage or cause potential damage to the environment;
- Amount to professional or ethical malpractices;
- Deliberately conceal serious wrongdoings or malpractices;
- May pose serious breach of fundamental internal controls;
- Otherwise amount to serious improper conduct; or
- Deliberately conceal information tending to show any of the above.
The above list is not exhaustive.
In pursuit of this objective, the Company adopts as its best practices the Code of Corporate Governance 2018 issued by the Monetary Authority of Singapore, as may from time to time be amended.
- Reporting of Possible Improprieties – BoardRoom believes that it is in the best interests of the Group to promote an environment conducive for employees and external parties, in confidence, to raise or report genuine concerns about Possible Improprieties in matters of financial reporting or other matters (please refer to item 1.4) they may encounter, without fear of Retaliatory Action.
- Authority to receive Complaints – It is hereby determined for the purposes of the Group, all Complaints shall be reported in writing.
To make a report, please send an email to: email@example.com
- Right to file Complaint – Every employee and external party shall have unfettered right to file a Complaint in good faith without malice or consideration of personal benefit. Such parties shall not be restricted in the exercise of such right. The whistleblower’s role is as a complainant. They are not investigators or finders of fact nor do they determine the appropriate corrective or remedial action that may be warranted.
- Prohibition of Obstructive Action – The Company objects to and does not tolerate nor condone any Obstructive Action being taken against any other employee who wishes or intends to, or who is in the process of filing a Complaint, and may institute disciplinary action or assist the said employee in taking a legal action, as it deems appropriate, against any employee or person found to have taken such Obstructive Action.
- Prohibition of Retaliatory Action – The Company objects to and does not tolerate nor condone any Retaliatory Action taken against any complainant who has filed a Complaint alleging Possible Improprieties and may institute disciplinary action or assist the said complainant, against any employee or person found to have taken such Retaliatory Action. Any Complaint alleging Retaliatory Action shall be received, reviewed and investigated by the Company in the same manner as any complaint alleging Possible Improprieties. The above shall not preclude any administrative, disciplinary and/or other action(s) being taken against any person who has committed or abetted the commission of the possible impropriety which is the subject matter of the Complaint notwithstanding that the person is the complainant or a witness in the investigation though the Company would take into account the fact that he/she has cooperated by filing the Complaint or provided information or documents as a witness.
- Procedures for handling Complaints – The procedures for the receipt, retention and treatment of a Complaint are set out below and shall be fully complied with.
- Submission of Complaint – Every Complaint shall be in writing and sent via email to firstname.lastname@example.org. The complainant must provide his/her particulars as follows: (a) Name, (b) Department/Company (if any), and (c) Contact Number and Email Address, if available. The Complaint would not be attended to if the above- mentioned particulars are not stated. This Policy requires the complainant to put their names to allegations because appropriate follow-up questions and investigations may not be possible unless the source of the information is identified and allegations verified.
- Confidentiality of Identity – Every effort will be made to protect the complainant’s identity. The identity of the complainant shall be confidential save where:
- The identity of the complainant is material to any investigation.
- It is required by law, or by the order or directive of a court of law, regulatory body or by the Singapore Exchange or such other body that has the jurisdiction and authority of the law to require such identity to be revealed; or
- It would be in the best interests of the Group to disclose the identity.
- Registration of Complaints – The Company shall maintain or cause to be maintained a Complaints Registry for the purposes of recording all Complaints received, the date of such Complaint and nature of such complaint. The Company shall approve making the Complaints Registry available for inspection upon any request by investigating authorities.
- Dissemination of Documents – The Company shall make available to all employees a copy of this Document including the latest update of the contact details for the submission of the Complaint.
- Review and Investigation of Complaint – Upon receipt of any Complaint, the Company shall:
- Review and investigate the Complaint;
- Inform complainant of the likely timeline for a final response;
- Recommend any remedial or legal action to be taken, where necessary; and,
- Notify complainant of actions taken or reason(s) should it be decided that no action is to be taken.
- Determination by the Company – Upon receipt of any Complaint, the Company may:
- Conduct its own investigation or review;
- Instruct the internal auditor to conduct further investigations or review;
- Instruct the relevant management to take such remedial action(s) as it deems appropriate;
- Engage third parties, to take remedial, to commence or conduct further investigations or review, as deem appropriate; and/or,
- Report the matter to the authorities if there is reason to believe that a crime has been committed.
- FRIVOLOUS OR MALICIOUS COMPLAINTS
Any person who files a Complaint which is frivolous, in bad faith, in abuse of this Document, with malicious or mischievous intent will not be protected by this Document and may be subject to administrative and/or disciplinary action(s) including but not limited to the termination of employment or contract, as the case may be.
- CONSISTENCY WITH LAWS AND REGULATIONS
This Document shall be read in conjunction with any laws, regulations, rules, directives or guidelines that the Singapore Exchange Securities Trading Limited (“SGX-ST”), the Companies Act and/or the Securities and Futures Act (“SFA”) may from time to time prescribe or issue on the receipt, retention and/or treatment of complaints regarding accounting, internal accounting controls or auditing matters or any matters governed by this Policy. In the event any policy or procedure herein is inconsistent or in conflict with the laws, regulations, rules, directives or guidelines as prescribed by SGX- ST, the Companies Act and/or the SFA or any part thereof, the laws, regulations, rules, directives or guidelines as prescribed by SGX-ST, Companies Act and/or the SFA shall prevail to the extent of such inconsistency or conflict.
- MAINTAINING THIS POLICY
The Company has the responsibility for ensuring the maintenance, regular review and updating of this Policy. Revisions, amendments and alterations to this Policy can only be implemented upon approval by the Board of Directors of the Company. Changes will be notified in writing to the employees when they occur.
Endorsed and approved by the Board of Directors of BoardRoom on 7 March 2022.