1. INTRODUCTION
1.1 The Board of Directors of the Company has on 16 November 2005 adopted the Anti-Fraud Framework aimed at minimising the risk of fraud. This Whistle-blowing Policy is part of the Anti-Fraud Framework.
1.2 The Whistle-blowing Policy is a channel provided to a Whistle-blower for the reporting of Reportable Malpractices, should he/she encounter, directly or indirectly, through his/her normal scope of duties or business relation or otherwise, targeted towards the Company and/or the Subsidiaries.
2. DEFINITIONS
The following words shall have the meaning assigned to them in this Whistle-blowing Policy:
"Company” refers to MAA Group Berhad (471403-A)
“Subsidiaries” refers to subsidiary companies of the Company
“Whistle-blower” refers to an employee, contract employee, agent, supplier, consultant, vendor or Director of the Company and/or the Subsidiaries who reports any Reportable Malpractices targeted towards the Company and/or the Subsidiaries.
“Suspect” refers to an employee, contract employee, agent, supplier, consultant, vendor or Director of the Company and/or the Subsidiaries who is a suspect in the conduct of any Reportable Malpractices as reported by the Whistle-blower.
“Malicious Allegation” refers to an allegation made with reckless disregard for the truth or made in bad faith.
“Reportable Malpractices” refers to the malpractices listed in 4.2.
3. PURPOSE
3.1 The Whistle-blowing Policy is developed:-
4. COVERAGE OF POLICY
4.1 This Whistle-blowing Policy is intended to address actual, suspected or anticipated malpractice (i.e. serious matters), which if carried out:
4.1.1 may lead to incorrect or distorted financial reporting;
4.1.2 are not in line with applicable internal policies and/or external regulatory requirements;
4.1.3 are unlawful; or
4.1.4 may result in serious consequences.
4.2 The list of malpractices covered by this Whistle-blowing Policy includes but not limited to the following:
4.2.1 Fraud which includes:
4.2.2 Corruption, bribery or blackmail;
4.2.3 Criminal offences;
4.2.4 Failure to comply with legal or regulatory obligation;
4.2.5 Miscarriage of justice;
4.2.6 Endangerment of an individual’s health and safety;
4.2.7 Violation of the Company’s Code of Conduct and Ethics;
4.2.8 Breach of Company’s policies and procedures;
4.2.9 Concealment of any or a combination of the above.
The above list is not exhaustive and there may be other situations where the Whistle-blowing Policy would apply.
5. PRINCIPLES
5.1 The principles underpinning the Whistle-blowing Policy are as follows:
6. ROLES AND RESPONSIBILITIES
6.1 The participation of various parties is crucial to make this Whistle-blowing Policy effective. The roles and accountabilities of the parties involved in this Whistle-blowing Policy are as follows:
6.1.1 Whistle-blower
a) Bring to early attention of the organisation any genuine and serious malpractice he/she becomes aware of, with sufficient basis of concerns.
b) Cooperate with the investigating authorities and maintain strict confidentiality.
6.1.2 Recipient of report
a) Chief Executive Officer, Chairman of the Audit Committee and Chairman of the Company shall be the primary Recipient of whistle-blower report depending on the level of the suspect.
b) Ensure that the Whistle-blowing Policy is implemented, including the necessary protection to the Whistle-blower.
c) Document the concerns raised and initiate enquiries.
d) Ascertain prima facie credibility of the concerns and sufficient basis for detailed investigation.
e) Communicate to the investigator for conducting detailed investigation.
f) Assist in the investigation.
6.1.3 Investigator
a) Internal Audit shall be the primary investigator, unless any other personnel or committee is appointed by the Chief Executive Officer and/or the Chairman of the Company to carry out investigation.
b) Conduct investigation in a fair and unbiased manner.
c) Ensure complete fact-finding and strict confidentiality.
d) Decide the outcome i.e. whether malpractice has been committed and recommend the appropriate course of action (preventive measures, disciplinary actions required, etc).
e) Document all findings properly and prepare report on the investigation subject.
f) Submit the investigation report to Recipient for tabling to the Audit Committee meeting, except where it concerns Chief Executive Officer / Directors and above, the report shall be submitted to the Chairman of the Company.
6.1.4 Audit Committee
a) Oversee the implementation of this Whistle-blowing Policy and hold meeting on Whistle-blowing on a periodical and need-to basis.
b) Review and determine appropriate decision and/or actions for the reported concerns.
c) Ensure reasonably sufficient protections and processes for managing whistle-blowing.
d) Appoint suitable personnel or committee to conduct investigation, whenever required.
e) Ensure the Recipient and Investigator have performed their due diligence in carrying out their responsibilities e.g. sufficient facts and verification has been made by the Recipient and Investigator has carried out a thorough investigation.
f) Present the investigation report with recommended course of action to the Board of Directors, for concerns that involve Chief Executive Officer/ Directors.
7. PROTECTION OF WHISTLE-BLOWER
7.1 The identity of the Whistle-blower will be kept confidential unless so required under the provisions of the law or policy and for the purpose of conducting a competent investigation.
7.2 The Whistle-blower will be protected under this Whistle-blowing Policy if he has honest and reasonable suspicion that malpractice has occurred or is occurring or is likely to occur.
7.3 The Company prohibits any retaliatory action against any Whistle-blower for rising, in good faith, legitimate concerns or for reporting suspected violations.
7.4 The Company will not discharge, demote, suspend, threaten, harass or in any manner retaliate or discriminate against any employee who makes a report in good faith.
7.5 There are some events where an employee have been asked to, or unintentionally or unwittingly committed a wrongdoing, or it could be that he/she is already implicated and wish to now ‘blow the whistle’. In this situation, if the employee actively cooperates with the investigation in which he/ she may be implicated in any wrongdoings, this will be taken into account in any resulting disciplinary proceedings.
8. EXCEPTION TO THE PROTECTION
8.1 This Whistle-blowing Policy does not protect the Whistle-blower from being taken into action if found that the Whistle-blower made a malicious allegation or report with bad intention or recklessly or disregard of the truth.
8.2 Any deliberate abuse of this Whistle-blowing Policy could result in a disciplinary action, including dismissal.
9. LODGING OF REPORT
9.1 A Whistle-blower can lodge a report on a Reportable Malpractice using a form provided in Appendix I. A copy of the form is available in the Company’s Public Folder.
9.2 The Whistle-blower is encouraged to disclose his/her identity when making a report to facilitate investigation. The identity of the Whistle-blower shall be kept confidential at all times. The background and history of the concern, giving names, dates and places where possible, should be set out together with the reason why the Whistle-blower is concerned about the situation. A report should be made as soon as possible upon discovery as delays may make the reported incident more difficult to investigate.
9.3 In the first instance, a Whistle-blower shall submit his/her response to the Head of Department, who shall forward the report to the following Recipient, depending on the level of the suspect as follows:
9.3.1 any report against employees excluding the Chief Executive Officer shall be forwarded to the Chief Executive Officer;
9.3.2 any report against the Chief Executive Officer or any Directors shall be forwarded to the Chairman of the Company;
9.3.3 any report against the Chairman of the Company shall be forwarded to the Chairman of the Audit Committee.
9.4 The Head of Department shall not conduct or initiate any investigation on his own. The Head of Department is only to forward the report to the relevant Recipient immediately upon receipt of a report.
9.5 If for any reason, a Whistle-blower is not comfortable in forwarding a report to his/her Head of Department, the Whistle-blower may submit his/her report directly to the relevant Recipient as stated in 9.3.
| Level | Suspect | Recipient of Report |
| 1 | Reports against employees excluding Chief Executive Officer | Chief Executive Officer |
| 2 | Reports or complaints against the Chief Executive Officer or any Directors | Chairman of the Company |
| 3 | Reports or complaints against the Chairman of the Company | Chairman of the Audit Committee |
9.6 The contact information of the Recipient is as follows:-
| Level | Recipient | Contact Info / Email |
| 1 | Chief Executive Officer | CEO-MAAG@maa.my |
| 2 | Chairman of the Company | Chairman-MAAG@maa.my |
| 3 | Chairman of the Audit Committee | Chairman-AC@maa.my |
9.7 When raising a concern, it is advisable that the Whistle-blower considers the following in making his/her report:
a) Disclose the unlawful or unethical practices promptly to avoid any misinterpretation on the motives;
b) Focus on the issue and avoid unnecessary personal resentment;
c) Submit an accurate, factual observations and claims and provide as much information as possible;
d) Avoid any speculation or any prejudicial allegation;
e) Exercise sound judgment and avoid baseless allegations;
f) If it is subsequently decided that a statement may be required, the Whistle-blower may be called to give evidence. In these circumstances the Company can only guarantee anonymity to the Whistle-blower for as long as possible provided that it does not impede the conduct of a proper investigation and an authorisation shall be obtained to disclose the identity on a need to know basis as and when necessary; and
g) Whistle-blower will not be expected to prove the allegation but he/she should be able to demonstrate that there are sufficient grounds to reasonably believe that a corporate misdeed, malpractice or violation has been committed.
9.8 The Recipient of report will write to the Whistle-blower acknowledging receipt of the information and if need be to seek further details and evidence.
9.9 Concerns may be raised through any of the methods below:-
a) Verbally
b) Email
c) Others e.g. letter
10. INVESTIGATION / DELIBERATION PROCESS
10. 1 Level 1 – A report against employees
10.1.1 Upon receipt of the report, the Chief Executive Officer will decide on the next course of action.
10.1.2 The Internal Audit upon direction will then:
10. 2 Level 2 – A report against Chief Executive Officer and any Directors
10.2.1 Upon receipt of the report, the Chairman of the Company will decide on the next course of action.
10.3 Level 3 – A report against Chairman of the Company
10.3.1 Upon receipt of the report, the Chairman of the Audit Committee will decide on the next course of action.
10.4 The flowchart for the deliberation process is attached as Appendix II.
11. MONITORING AND REVIEW
11.1 The Chairman of the Audit Committee has overall responsibility for the monitoring and review of this Whistle-blowing Policy. The party receiving the report i.e. the Chief Executive Officer and the Chairman of the Company will ensure that all records pertaining to the whistle blowing and the outcome of any investigations is properly maintained in a form that does not compromise confidentiality.
11.2 The Policy will be reviewed every two (2) years to ensure its effectiveness.
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Whistle-Blower Process - Chart 1A
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Whistle-Blower Process - Chart 1B
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