PAN HONG HOLDINGS GROUP LIMITED
(the “Company”)
(Incorporated in Bermuda with limited liability)
(Company Registration No. 37749)
 
 
WHISTLE-BLOWING POLICY AND PROGRAMME (hereinafter called the “Programme”)
 
 
INTRODUCTION
 
The Company is committed to maintaining the best employment practices and the highest standards of openness, probity, accountability and corporate governance. To achieve accountability and transparency, the Company is adopting a programme which provides a mechanism to enable employees of the Company and its subsidiaries/associate companies (collectively known as the “Group”), to communicate their concerns over fraudulent activities, malpractices or improprieties within the Group, in a responsible and effective manner.  
 
The Programme is designed to provide guidance to employees of the Group, to enable them to raise concerns internally, and at a high level and to disclose information which the individual believes involves fraud, malpractice or impropriety. When an individual discovers information which he/she believes involves fraud, serious malpractice or impropriety within the Group, then this information should be disclosed internally without fear of reprisal. This Programme sets out the arrangements to enable this to be done independently of line management.
 
It should be emphasised that this Programme is intended to assist individuals who believe they have discovered fraudulent activities, malpractices or improprieties. It is not designed to question financial or business decisions taken by the Company nor should the Company use it to reconsider any matters which have already been addressed under harassment, complaint, disciplinary or other procedures. Once the “whistle-blowing” procedures are in place, it is reasonable to expect employees to use them rather than voice their complaints outside the Group.
 
 
POLICY STATEMENT AND SCOPE OF THE PROGRAMME
 
The Company encourages its officers and employees of the Group to observe the highest standards of business and personal ethics in the conduct of their duties and responsibilities. As representatives of the Company, they must practice honesty and integrity and comply strictly with all applicable laws, rules and regulations.
 
In its pursuit of good corporate governance, the Company encourages its officers, employees, vendors/contractors, consultants, suppliers and/or any other parties with whom the Group has a relationship, to provide information that evidences unsafe, unlawful, unethical, fraudulent or wasteful practices. Towards this end, the Company will protect the whistle-blower from any form of retaliation, harassment, adverse employment consequences or other discriminatory acts for providing information relative to violations of Company policies, rules and regulations.
 
 

OBJECTIVES
 
The objectives of the Programme are:
 
¡ To communicate the Company’s expectations of employees of the Group (hereinafter referred to as “employee(s)”) in detecting fraudulent activities, malpractices or improprieties which include but are not limited to sexual harassment, racial discrimination and gender discrimination;
 
¡ To guide employees on the course of action when addressing their concerns or suspicions of fraudulent activities, malpractices or improprieties;
 
¡ To provide a process for investigations and management reporting; and
 
¡ To establish policies for protecting whistle-blowers against reprisal by any person internal or external to the Group.
 
 
TYPES OF ACTION COVERED BY PROGRAMME
 
This Programme is intended to deal with concerns over wrongdoings that fall within the following activities:

¡ Financial malpractice or impropriety;
 
¡ Fraud or corruption or any dishonest act;
 
¡ Criminal activity including forgery or falsification of and alteration to Company documents/accounts;
 
¡ Breach of legal obligation (including negligence, breach of contracts);
 
¡ Danger of destruction to and unsafe practices in the work environment;
 
¡ Improper conduct or unethical behaviour (eg, disclosure of confidential and proprietary information to party(ies) without prior authorisation and a need-to-know basis, accepting/seeking anything of material value from business associates eg. vendors);  
 
 
¡ Any other similar or related inappropriate conduct or activities that might lead to other damaging implications to the Group; and
 
¡ Attempts to conceal any of the above.
 

REPORTING PROCEDURES  
 
The whistle-blower shall report to the Company's Head of Internal Audit (“Head of IA”) and/or Audit Committee (“AC”), any conduct or activity that he/she reasonably believes in good faith to be a reportable conduct as defined in this Programme. The report may be made orally or in writing, via any of the following:
 
§ By contacting the office of Head of IA and Chairman of AC (Telephone number: (65) 81802482); or
 
§ By email to the office of Head of IA and Chairman of AC ([email protected]); or
 
§ By mail for the attention of the Head of IA and Chairman of AC at the following address:

9 Straits View #06-07, Marina One West Tower, Singapore 018937
 
All reports of any of the above actions will be duly investigated by an investigation committee appointed by the CEO or his designate (“Investigation Committee”). The Investigation Committee shall comprise Head of IA/Chairman of AC. The AC is responsible for oversight and monitoring of whistleblowing.
 
All employees and any other persons must provide full cooperation and support to the Investigation Committee.
 
The Company views whistleblowing seriously and would:
 
¡ Not allow the whistleblower(s) to be victimised;
 
¡ Treat victimisation of whistleblower(s) as a serious matter that may lead to disciplinary action including dismissal; and
 
¡ Take disciplinary action if any employee destroys or conceals evidence or makes untrue allegations.
 
The employee and any other persons who has reported a suspicion of fraudulent activities, malpractices or improprieties in good faith and in compliance with the provisions of this Programme would not be prejudiced in his position in any way as a result of having made a report.
 
This Programme is not intended for personal complaints or for employees and any other persons to seek personal gain or who otherwise do not act in good faith and the Company will not tolerate any such malicious acts. Disciplinary action(s) may be taken against such informant(s).
 
The Company and the Investigation Committee will ensure that the identity of the whistleblower is kept confidential and protect the whistleblower against detrimental or unfair treatment.
 
 

INVESTIGATION
 
All reports made/received shall be thoroughly investigated by the Investigation Committee with the objective of determining the truth objectively and fairly.
 
The Investigation Committee may contact the whistle-blower and any party(ies) or personnel for further information and/or any documents that can shed light on the complaint during the course of the investigation.
 
The Investigation Committee may enlist, at the expense of the Company the assistance of outside legal, accounting or such other advisors and professionals, as may be appropriate or required to conduct the investigation.
 
The Investigation Committee shall exercise great care, sensitivity and timeliness whilst carrying out the investigation to avoid “misleading or wrongful” conclusions or actions which might affect the evidence of the investigation or result in wrongful accusations of any party(ies).
 
The Investigation Committee shall maintain a register (the “Reports Register”) for the purposes of recording all reports received, the date of such report made and the nature of such report made, a summary of their investigations and their observations. Periodic updates of such reports should be submitted to the Board of Directors of the Company on a quarterly basis.  The Investigation Committee shall make the Reports Register available for inspection upon approval by the Board of Directors of the Company.  
 
Investigation results are confidential and will NOT be disclosed or discussed with anyone other than those with a legitimate need to know. The whistleblower will not be updated on the outcome of the investigations other than to receive confirmation that the matter has been dealt with by the Company. This is to safeguard all parties, including the Company.
 
The applicable law, rules and regulations shall be observed in any investigation arising out of a whistle-blower report. As such, the person against whom the allegation is made shall be given the right to due process, including the opportunity to present evidence to disprove the allegation.
 
 
ADMINISTRATION
 
The Head of IA and Chairman of AC, will be responsible for administration of this Programme. This Programme will be reviewed annually by the Board of Directors of the Company.
 
 
ANONYMITY
 
The Company encourages employees to report any breach directly. The AC and the Company will ensure that the identity of the whistleblower is kept confidential.
 
 

CONFIDENTIALITY
 
All reports of a breach will be handled in a confidential manner. The Company will take all reasonable steps to protect the confidentiality and identity of a whistleblower, subject to legal or regulatory requirements. In instances where the Company is legally obliged to provide such information, for example to governmental or regulatory entities as part of investigations into allegations, the Company will generally inform the whistleblower in advance and advise him/her of the process.
 
 
PROTECTION
 
Any employee or any other person who reports a breach, which he or she reasonably believes, or may reasonably believe, to be true, will be given protection for such reporting.
 
This protection means that the Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment. The Company does not tolerate any form of threat, retaliation or other action against an employee who has made or assisted in the making of a report of a breach. Any such threat, retaliation or other action must immediately be reported to the AC.
 
 
FALSE REPORTING
 
The Company will not tolerate false reports of a breach.
 
If an employee or any other person makes a report of a breach which he or she knows or reasonably should know to be false, he or she will be subject to disciplinary action which may involve termination of employment in the case of the employees. False reporting could also lead to civil or criminal prosecution.
 
The employee or any other person may be liable for damages towards anyone who has suffered from a false report. The Company does not indemnify or reimburse any employee who has made a false report for costs or other consequences related to such false reporting.
 
 
IMMUNITY FROM DISCIPLINARY ACTION
 
The Company encourages the reporting of fraudulent practices and inappropriate activities and in pursuit thereof, shall grant administrative immunity to whistleblowers.
 
A whistle-blower acting in good faith and who has not himself of herself engaged in serious misconduct or illegal conduct shall be protected from any forms of harassment, retaliation, adverse employment or career advancement consequence or discrimination, including but not limited to demotion, dismissal or reduction of compensation or privileges of employment.