HomeWhistleblowing Policy

Introduction

VENOVOX is committed to a high level of ethical standards and integrity in conducting its business and we encourage ethical conduct as part of our corporate culture with emphasis on sincerity, transparency and fairness. This serves to enhance the trust and confidence in the business operations and performance.

1. Purpose
  1. This Whistleblower Policy and Procedure ("Policy") seeks to enhance corporate governance by helping to foster an environment where integrity and ethical behavior is maintained and any illegality, improper conduct and/or wrongdoings in the company may be exposed.
  2. The Policy may also act as an early warning system and may enable the company to remedy any wrongdoings before serious damage is caused.
  3. The purpose of this Policy is to provide a formal, confidential channel to enable Employees to report in good faith, serious concerns of any Improper Conduct and/or wrongdoing that could adversely impact Venovox Sdn Bhd or its subsidiaries, its Employees, shareholders, investors, or the public at large without fear of being subject to Detrimental Action.
  4. This policy provides a channel of reporting for all employees, vendors, contractors, agents who are associated with VENOVOX to report, without fear, any instance of actual or suspected improper conduct or wrongdoing which could adversely affect VENOVOX’s image, reputation, business operations or compliance with laws / regulations. VENOVOX has zero tolerance for corruption which would lead to improve the performance of VENOVOX.
2. Scope
  1. This Policy applies to all Employees and any (legal or natural) persons including those providing services to Venovox or having a business relationship with Venovox.
  2. This Policy covers all reports made against any Employee that has committed an Improper Conduct.
  3. A report of Improper Conduct may be made by:
    • Any Employee who has knowledge of an Improper Conduct committed by another Employee.
    • Any external party that has knowledge of an Improper Conduct committed by an Employee.
3. Oversight and Ownership of Policy
  1. The Audit Committee of Venovox has overall responsibility for this Policy and shall oversee the implementation of this Policy.
  2. The Audit Committee has delegated day to day responsibility for the administration and implementation of the Policy to the Internal Auditor. The use and effectiveness of this Policy shall be regularly monitored and reviewed by the Internal Auditor.
  3. The owner of this document is Internal Auditor who shall be responsible for incorporating any amendments and updates into this document, obtaining the approval of the Audit Committee for those amendments and updates and distributing the same to the relevant parties.
4. What is Whistleblowing

Whistleblowing is defined as the deliberate, voluntary disclosure or reporting of individual or organizational malpractice by a person who has or had privileged access to data, events or information about an actual, suspected or anticipated Improper Conduct within the organization or by an organization that is within its ability to control.

Improper Conduct 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:

  • The breach of any law, regulation or rule that is applicable to the Company. For example, a breach of insider trading laws.
  • Any criminal act, including criminal breach of trust, extortion and sabotage.
  • 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.
  • Any breach of ethics as described in the Code of Ethics and/or any fraudulent act including those described in the Corporate Fraud Policy and Occupational Fraud and Abuse document. Examples of such acts include forgery, theft, any form of corruption (including accepting and giving bribes), unauthorized disclosure of the Company’s confidential information and abuse of power for personal gain.
  • Any other action that would cause significant harm to the Company or to any person(s).
  • The deliberate concealment of information concerning any of the matters listed above.
5. Whistle-Blower Protection
  1. The company shall revoke the whistle-blower protection if it is of the opinion based on the investigation that the whistle-blower had knowingly made a false, frivolous or malicious disclosure that is not in good faith.
  2. The company shall revoke the whistle-blower protection if it is of the opinion based on the investigation that the whistle-blower had knowingly made a false, frivolous or malicious disclosure that is not in good faith.
6. Confidentiality
  1. The identity of the whistle-blower will be kept confidential, unless so required under the provision of the law.
  2. All information disclosed during the course of investigation will remain confidential. Information will only be disclosed on a need-to-know basis and with permission from the Audit and Risk Committee, as necessary to take any remedial action.
7. Anonymous Disclosure
  1. Anonymous disclosure will be accepted and investigated.
  2. The whistle-blower is encouraged to provide as much facts and details as possible so that it would not be difficult to follow-up on the information provided and complete the investigation.
8. Rewards

The company where it deems fit and appropriate may reward the whistle-blower (provided their identity is furnished) for any disclosure which leads to the detection on case on improper conduct or wrongdoing.

9. Reporting Procedure
  1. The matter reported should be factual and not speculative and with as much specific details as possible, to enable the investigation to be carried out satisfactorily.
  2. The whistle-blower can make the disclose to all or any one of the persons on the panel listed below, via a personal confidential meeting or reporting via telephone, post, email or online drop box:
    • Director
    • CEO
    • Audit and Risk Department

Reports sent by post should be marked "Strictly Confidential" and addressed to:

Director / CEO
Venovox Sdn Bhd,
E-7-03, Block E, Oasis Square,
No 2, Jalan PJU 1A/7, Ara Damansara,
47301 Petaling Jaya, Selangor

Email: administrator@venovox.com

10. Investigation
  1. The investigation will be carried out by the Internal Audit Department or other designated independent supervisory function as directed by the Audit and Risk Committee for their review.
  2. All investigations shall be table to the Audit and Risk Committee for their review.
  3. The Audit and Risk Committee shall update the Board of Directors on reports that require their attention and approval. The whistle-blower (provided their identity is furnished) shall be informed of the outcome of the investigation.