DYNAMIC COLOURS LIMITED 代纳明有限公司
(Incorporated in Singapore with limited liability 以有限责任形式注册于新加坡)
WHISTLE-BLOWING POLICY AND PROGRAMME 举报政策和程序
(hereinafter called the “Programme” 简称“本政策”)
The Company is committed to maintain 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 stakeholders 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 stakeholders of the Group, to enable them to raise concerns internally, and at a high level and to disclose information which the individual believes involves malpractice or impropriety. When an individual discovers information which he/she believes involves 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 emphasized that this Programme, which is taken by the Company seriously, is intended to assist stakeholders 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, stakeholders have the option to raise concerns outside of line management or voice their complaints outside the Group.
POLICY STATEMENT AND SCOPE OF THE PROGRAMME 政策声明及范围
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.
The objectives of the Programme are:
- To communicate the Company’s expectations of all stakeholders of the Group (hereinafter referred to as “stakeholders”) in detecting fraudulent activities, malpractices or improprieties;
- To guide employees, vendors/contractors，consultants, suppliers and/or any other parties 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 政策所覆盖的不当行为
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 and blackmail;
- Breach of legal obligation (including negligence, breach of contracts) or failure to comply with a legal or regulatory obligation;
- Danger of destruction to and unsafe practices in the work environment;
- Improper conduct or unethical behavior (eg, disclosure of confidential and proprietary information to party(ies) without prior authorization and a need-to-know basis, accepting/seeking anything of material value from business associates eg. vendors);
- Miscarriage of justice;
- Endangerment of health and safety of individuals;
- Attempts to conceal any of the above; and
- Any other similar or related inappropriate conduct or activities that might lead to other damaging implications to the Group.
- 违反法律义务 的行为（包括疏忽大意、违约）；或不遵守法律或监管义务;
WHISTLE BLOWING PROCESS 举报程序(Appendix A)
Employees who wish to report any malpractice and the like may first do so through their own line manager. However, if they do not want to, they can rely on the Company’s whistle blowing process.
For other stakeholders, they can directly follow the Company’s whistle blowing process.
The whistle-blower shall then report to the Company’s Audit and Risk Committee (“ARC”) Chairman and/or -all the Audit and Risk Committee Member(s) 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 email to the Audit and Risk Committee: email@example.com or
- By mail to the Audit and Risk Committee (mark Private & Confidential, To be opened by Addressee only) at the following address: 21 Woodlands Close, #09-12 Primz Bizhub, Singapore 737854.
- 发送电邮至审计与风险委员会; firstname.lastname@example.org 或
- 邮寄书信于审计与风险委员会（须注明密函并指定收件人, 只由收件人打开），地址如下：21 Woodlands Close, #09-12 Primz Bizhub, Singapore 737854.
The Investigation Committee shall comprise ARC Chairman and ARC members .
All employees must provide full cooperation and support to the Investigation Committee.
The Company views whistle-blowing seriously and would:
- Not allow the whistle-blower(s) to be victimized;
- Treat victimization of whistle-blower(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 stakeholder who has reported a suspicion of fraudulent activities, malpractices of 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 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).
All reports made/received shall be thoroughly investigated by the Investigation Committee with the objective of locating evidence that either substantiates or refutes the claims made by the whistle-blower. 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 to the investigation 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. Information required as part of the investigation is stated in Appendix B.
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).
Investigation results are confidential and will NOT be disclosed or discussed with anyone other than those with a legitimate need to know. The whistle-blower 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. In the event the Investigation Committee deems necessary, it will involve/report its findings to external parties such as the external auditor or regulators.
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.
The ARC will report to the Board of Directors, on a quarterly basis, whether, if any whistle blowing report was received. Appendix C shows the information required should there be any report made.
The ARC Chairman and ARC members will be responsible for administration of this Programme. This Programme will be reviewed annually by the Board of Directors of the Company. In the review, the ARC will address questions on the adequacy and effectiveness of the Programme. Appendix D lists some of the questions to be addressed by the ARC.
IMMUNITY FROM DISCIPLINARY ACTION 纪律处分豁免权
The Company encourages the reporting of fraudulent practices and inappropriate activities and in pursuit thereof, shall grant administrative immunity to whistle-blowers. A whistle-blower acting in good faith and who has not himself or 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 or other threats on working relationships.
Approved by ARC Chairman on behalf of ARC: –
Signature & Date: –
Approved by Chairman for Board of Directors: –
Signature & Date: –
Updated on Feb, 2020