Whistleblower Policy

Overview and Policy Statement

1. Glossary of Definitions

   1. Complaint
      A disclosure of Improper Conduct made by a Whistleblower.
   2. Confidential Information
      Includes:-
      1. information about the identity, occupation, residential address, work address or whereabouts of
         (i) the Whistleblower; and
         (ii) the person against whom the Whistleblower has made a Complaint;
      2. information disclosed by the Whistleblower; and
      3. information that, if disclosed, may cause detriment to any person.
   3. Detrimental Action
      Any reprisal action against a Whistleblower which shall include:-
      1. action causing injury, loss or damage;
      2. intimidation or harassment;
      3. interference with the lawful employment or livelihood of the Whistleblower, including discrimination, discharge, demotion, suspension, disadvantage, termination, adverse treatment in relation to the Whistleblower’s employment or the taking of disciplinary action; and
      4. a threat to take any of the above actions.
   4. Enforcement Agency
      An enforcement agency as defined under the Whistleblower Protection Act 2010.
   5. Company
      Genting Simon Sdn. Bhd. and Genting Highlands Premium Outlets Sdn. Bhd., and its respective unlisted subsidiaries collectively.
   6. HOD
      Head of Department.
   7. Improper Conduct
      Any unethical behaviour, malpractices, illegal acts or any other wrongful or improper conduct within the Company which if proved, constitutes a disciplinary offence or a criminal offence. This includes, without limitation, any actual, attempted or suspected bribery or corruption or non-compliance with the ABCS policy documents.
   8. Investigation Team (or Inv Team)
      A team made up of members nominated by the WHC on an ad-hoc basis for the purpose of investigating any Complaint, Report or Recommendation as directed by the WHC.
   9. Inv Team Lead
      The person designated by the WHC as the leader of the Inv team.
   10. Report
       A report of Detrimental Action made by a Whistleblower.
   11. Recommendation
       A recommendation received by the Company from an Enforcement Agency to initiate disciplinary proceedings or to take such steps as appropriate against the officer of the Company whom the Enforcement Agency has made a finding of Improper Conduct or Detrimental Action.
   12. Secretariat
       The secretariat of the WBC, being the Legal Department of the Company.
   13. This Policy
       The whistleblower policy and procedures as contained herein.
   14. Whistleblower
       Any employee, director, consultant, contractor or vendor of the Company making a Complaint and / or a Report under this Policy or to any Enforcement Agency.
   15. Whistleblower Committee (or WBC)
       A committee formed for the purpose of receiving, processing, investigating and determining the genuineness of any Complaint or Report received from a Whistleblower or a Recommendation received from an Enforcement Agency in order that appropriate action can be taken to address the Complaint, Report or Recommendation. The WBC shall also be responsible for dealing / liaising with the Enforcement Agency in respect of any matters pursuant to the Recommendation.
   16. Whistleblower Hotline Committee (WHC)
       A committee which comprises of the Legal Department and the Compliance Officer and is formed for the purpose of: (a) receiving and reviewing Complaints and Reports; and (b) determining the accurate process for each Complaint and Report received.

2. The Whistleblower Committee - Terms of Reference and Membership

   1. Scope
      The   WBC   shall   be   responsible   for   developing,   implementing   and   maintaining   an   effective Whistleblower programme for the Company.
   2. Authority and Responsibilities
      
      1. The quorum for meetings of the WBC shall consist of at least two (2) members. Decisions of the WBC shall be by majority vote. The Chairman of the WBC shall not have a casting vote in the event of a tie.
      2. Upon receipt of any Complaints, Reports or Recommendations, together with supporting documents as necessary, the Secretariat shall convene a meeting of the WBC to discuss such Complaints, Reports or Recommendations.
      3. However, if the WBC is unable to meet, a resolution in writing signed by a majority of the members of the WBC, shall be as valid and binding as if it has been passed at a meeting of the WBC duly convened and quorate. Any such resolution may consist of several documents in like form, each signed by one or more members of the WBC.
      4. The WBC shall endeavour to complete the process as stated in Part 5 of this Policy within four (4) months from the date of receipt of the Complaint / Report / Recommendation (as the case may be).
      5. To safeguard against possibility of bias, prejudice and / or conflict of interest, in the event that any Complaint / Report involves and / or is related to a particular member of the WBC, such member of the WBC shall abstain from participating in the deliberation and decision relating to such Complaint / Report.
      6. This Policy may be amended changed, modified, or varied by the WBC from time to time and any such amendments, changes, modification or variation shall be effective on the date stated in the notification circulated to the employees of the Company and / or posted on the Company's intranet, whichever is earlier.
   3. Membership
      
      1. The WBC shall comprise of the following members :-
         1. Chief Operating Officer of the Company (who shall be the Chairman of the WBC)
         2. Head of Finance
         3. Compliance Officer
         4. Head of Legal
   4. Confidentiality
      All Confidential Information received by WBC members in relation to any Complaint / Report / Recommendation shall be kept confidential by the WBC members.

3. Investigation Team - Scope and Duties

   1. Purpose
      
      1. The  investigation  team  may  be  established  from  time  to  time  by  the  WHC  to  conduct investigation into any Complaint, Report and /or Recommendation as directed by the WHC.
      2. Each Inv Team is set-up on an ad-hoc basis for the sole purpose of investigating a particular Complaint / Report / Recommendation.
   2. Membership
      
      1. The Inv Team shall comprise members from various departments as appointed by WHC, which shall comprise of the Compliance Officer and one relevant HOD.
      2. The Inv Team Lead shall be appointed by the WHC.
      3. A member shall immediately abstain from participating in the activities, deliberation and decision of the Inv Team if in the course of investigation:-
         1. such  member  discovers  that  he  /  she  is  involved  and  /  or  has  an  interest  in  the  said Complaint / Report / Recommendation in any manner whatsoever; or
         2. the Complaint / Report / Recommendation is discovered to have been originated from the such member’s department.
      4. In the event of any doubt as to whether a member of the Inv Team should abstain from participation in any activities of the Inv Team, the matter shall be referred to the WHC, whose decision shall be final and binding.
   3. Authority
      
      1. The WHC shall determine the scope and authority of the Inv Team.
      2. The Inv Team shall outline the detailed procedure for the investigation of the Complaint / Report / Recommendation as directed by the WHC.
      3. The Inv Team is accountable to the WHC and shall not be entitled to further delegate all or any of the powers and authority delegated to it
      4. In discharging its responsibilities, the Inv Team shall have access to the Company's management, books and records which the Inv Team reasonably believes or has reason to believe to be relevant to the Complaint / Report / Recommendation and shall be entitled to examine any employee or any other person(s) as it deems appropriate and to receive such information as it requires from them. All employees shall co-operate with any reasonable request made by the Inv Team.
      5. Upon completion of the purpose for which it was set up, the Inv Team shall be dissolved by the WHC and shall have no further authority whatsoever.
   4. Functions
      The following are the functions of the Inv Team:-
      1. Conduct a full and thorough investigation into the Complaint / Report / Recommendation as directed by the WHC;
      2. Report findings of its investigation to the WHC;
      3. Consider any other matters as may be delegated from time to time by the WHC; and
      4. Submit evidences, documents, witness statements and such other relevant information collected from its investigation to the Secretariat or the WHC.
   5. Confidentiality
      All matters discussed during the meetings of the Inv Team and all information that comes into the possession of the Inv Team during the course of its investigation are to be kept confidential by the members. If required by the WHC, members of the Inv Team shall sign a non-disclosure agreement.

4. Procedure

   1. Ways to make a Complaint or Report
      
      1. A Complaint or Report may be made in any one of the following manner listed below:-
         1. by completing Form A – Complaint (Appendix 1) or Form B – Report (Appendix 2) (collectively “Forms” or individually “Form”), whichever is applicable, which can be obtained from the WHC or downloaded from the Company's intranet portal; or
         2. by making a verbal or written complaint to the HOD; or
         3. by making a verbal or written complaint to any one of the WBC members or the WHC; or
         4. by sending an email to a dedicated email set up specifically for this purpose.
      2. If any Complaint or Report is made verbally to the HOD or to any WBC member or the WHC, the Whistleblower shall in addition, complete and submit the applicable Forms as soon as practicable.
      3. If any Complaint or Report is sent to the dedicated email, the Whistleblower shall also complete and submit the applicable Form(s) as soon as practicable.
      4. The WHC shall review the Forms and ensure that all relevant information are received. 
   2. Procedures after Complaint / Report / Recommendation is received
      1. The completed Forms shall be submitted in a sealed envelope marked “Private & Confidential” and forwarded to the Secretariat together with relevant documentary evidence (if any).
      2. The Whistleblower must identify himself / herself when making the Complaint / Report as follow-up questions and investigations may not be possible or may be hindered unless the source of the information is identified. Any Complaint / Report made anonymously may not be processed or investigated unless the concern / allegation made is of sufficiently serious nature as determined by the WBC.
      3. All Complaints / Reports together with the relevant documents received by the Secretariat will be recorded and filed and thereafter a copy will be forwarded to the WBC.
      4. Upon receipt of a Complaint / Report, the WHC shall within a reasonable time, conduct an initial enquiry of the Complaint / Report to determine its genuineness and the seriousness of the concern / allegation which has been raised. 
      5. If the initial enquiry made by the WHC indicates that the Complaint / Report has no basis or merits or it is not a matter to be dealt with under this Policy, it may be dismissed by the WHC at this stage. Notification will be given to the Whistleblower of such dismissal.
      6. If the initial enquiry indicates that further investigation is necessary, the WHC will nominate an Inv Team to carry out a thorough investigation into the Complaint / Report. Such investigation will be conducted in a fair manner as a neutral fact-finding process and without any presumption of guilt.
      7. The Inv Team shall outline the detailed procedures for the investigation. The Inv Team shall have the right to call for any information and documents and to examine any employee of the Company or any other person(s) as it may deem appropriate for the purposes of conducting its investigation.
      8. All findings of the Inv Team after due investigation will be documented and reported to the WHC. The time period from the date of receipt of the Complaint / Report and the report made to the WHC shall not exceed two (2) months unless otherwise extended by the WHC.
      9. Upon receipt of the report on the findings of the investigation, the WHC will review and evaluate the same. If the WHC is not satisfied with the findings of the investigation, the WHC shall have the right to either:-
         1. direct a fresh investigation or request that further investigations be conducted by the same Inv team; or
         2. direct a fresh investigation by an Inv Team consisting of new members; or
         3. conduct its own investigation.

         Unless otherwise decided or extended by the WHC all further investigation shall be completed within 30 days from the date the WHC directs a further investigation.

      10. Upon reviewing and evaluating the findings of the investigation, if the WHC decides that:
          1. the Complaint / Report has merit:
             
             1. In the case of Complaint or Report with bribery elements, the Compliance Officer shall refer the matter to the WBC (Please refer to Appendix 4 for more details).
             2. In the case of Complaint / Report without any bribery elements, the Legal Department, i.e. the Secretariat, shall refer the matter to the WBC.
          2. the Complaint / Report had no merit, the decision will be documented and notified to the Whistleblower.
      11. The WBC shall decide on the appropriate course of action to be taken, which may be any of the following:-
          1. Against the employee or other person(s) found to have committed the Improper Conduct or Detrimental Action:-
             1. Reprimand, take disciplinary action, impose punishment, as appropriate;
             2. Transfer to another department/relocation of place of employment;
             3. Termination or suspension of employment;
             4. Report to the relevant authorities (if applicable);
             5. Any other action deemed appropriate by the WBC
          2. Preventive measures for the future
             
             Make recommendation to implement procedures or take preventive measures to minimise or prevent the occurrence of the Improper Conduct or Detrimental Action in the future.
      12. The decision of the WBC on the corrective actions to be taken and the action taken against the person(s) found to have committed the Improper Conduct or Detrimental Action shall be communicated in writing to the Whistleblower. 
      13. In bribery-related cases, the Compliance Officer shall report the decisions of the WBC to the Chief Operating Officer who shall in turn report the same to the Board of Directors.
   3. Submission of Complaints / Reports to HODs
      1. Whenever the HOD receives a Complaint / Report (with or without the completed Forms) from its subordinates, the HOD must immediately submit the said Complaint / Report or cause the same to be submitted to the WHC.
      2. The WHC shall process such Complaint / Report in accordance with the procedures provided in Part 5.2 above.
   4. Submission of Complaints / Reports to WBC Members
      1. Whenever the WBC members receive a Complaint / Report (with or without the completed Forms), the WBC member must immediately submit the said Compliant/Report to the WHC.
      2. The Secretariat shall process such Complaint / Report in accordance with the procedures provided in Part 5.2 above.
   5. Submission of Complaints / Reports to WHC
      
      Whenever the WHC receives a Complaint / Report (with or without the completed Forms), the WHC shall process such Complaint / Report in accordance with the procedures provided in Part 5.2 above.
   6. Applicable Procedures upon receipt of Recommendation from Enforcement Agency
      1. All Recommendations from Enforcement Agency, shall be immediately forwarded to the WHC to be tabled for WBC’s further action.
      2. The procedures provided in Part 5.2 above shall apply in respect of Recommendations received.
      3. Upon receipt of the final investigation results:-
         1. if the WBC decides to give effect to the recommendation by the relevant Enforcement Agency, the WHC shall notify the Enforcement Agency of the steps taken or intend to take within fourteen (14) days from the date of the decision but in any event no later than six (6) months from the date of receipt of the Recommendation.
         2. if the WBC decides not to initiate any disciplinary proceedings or not giving effect to the Recommendation for whatever reasons, the WHC shall notify the Enforcement Agency of such decision and reasons within fourteen (14) days from the date of the decision but in any event no later than six (6) months from the date of receipt of the Recommendation.
            
            Please refer to Appendix 3  and Appendix 4 for a summary of the procedures.

5. General Information about Whistleblowing and Whistleblower Protection

   1. Whistleblowing is a specific means by which a Whistleblower can report or disclose through established channels, his concerns in respect of Improper Conduct or Detrimental Action.
   2. Only genuine concerns of a serious or sensitive nature should be reported under the whistleblowing procedures as stipulated in this Policy. This Policy is not intended for petty, trivial or frivolous complaints nor is it intended for complaints which are dealt with vide procedures which are currently put in place for grievances. The Complaint or Report should be made in good faith with a reasonable belief that the information relating to the same is substantially true. The Complaint or Report shall not be made for personal gain. A Complaint can be made even if the Whistleblower is not able to identify a particular person to which the Improper Conduct relates.
   3. All Confidential Information in respect of the Whistleblower obtained in connection with the Complaint or Report and the ensuing investigation will not be disclosed to any third party without the prior consent of the Whistleblower, save to the extent permitted by law or required for purposes of making a report to the relevant authorities.
   4. No reprisal action will be taken by the Company against a Whistleblower in respect of any Complaint or Report made in good faith. However, if the Complaint or Report made is made with malicious intent or in bad faith by the Whistleblower, this will be viewed seriously by the Company and will be treated as a misconduct which may subject the Whistleblower to disciplinary action in accordance with the Company's rules, policies and procedures.
   5. A person against whom a Complaint or Report is made shall not commit, threaten to commit and / or incite any person to commit / threaten to commit any Improper Conduct or Detrimental Action against the Whistleblower.
   6. The protection accorded to a Whistleblower is not limited or affected in the event that a Complaint or Report made by the Whistleblower in good faith does not lead to any corrective action taken against the person(s) against whom the Complaint or Report has been made.
   7. Remedies to the Whistleblower or any employee(s) affected by the Improper Conduct or Detrimental Action (if any) may include :-
      1. Reinstatement of the Whistleblower or the employee(s) to the same position or to an equivalent position;
      2. Compensation for lost wages, remuneration or any other benefits; and/or
      3. Any other remedy deemed appropriate by the WBC.
   8. Pursuant to the Whistleblower Protection Act 2010, no action will be taken against the Whistleblower making a Complaint or Report in good faith, including:-
      1. Dismissing or threatening to dismiss the Whistleblower;
      2. Taking   disciplinary   actions,   suspending,   or   threatening   to   discipline   or   suspend   the Whistleblower;
      3. Subjecting the Whistleblower to any form of harassment or abuse;
      4. Imposing any penalty, directly or indirectly, on the Whistleblower;
      5. Discharging,  demoting,  suspending,  threatening,  harassing  or  in  any  manner  discriminating against the Whistleblower.