1. POLICY AND OBJECTIVE
The objective of the Whistleblower Policy and Procedure (“Policy”) are:-
a. To promote an environment where integrity and ethical behaviour in Game On Holding Sdn Bhd (GOHSB) and its subsidiaries (“the Group”)
b. To act as an early warning system in identifying any suspected and/or known illegality, misconduct, wrongdoings, corruption, fraud, waste and/or abuse in the Group and may enable the Group to remedy any wrongdoings before serious damage is caused.
c. To provide a formal and confidential channel to enable employees and/ any reporting individual (“RI”) to report in good faith, serious concerns of any suspected and/or known illegality, misconduct, wrongdoing, corruption, fraud, waste and/or abuse that could adversely impact GOHSB and its subsidiaries, shareholders, investors, employees and business partners without fear of being subject to detrimental action
2. SCOPE OF POLICY
2.1 This policy applies to : a. All employees of the Group. b. Any persons providing services to the Group c. Member of the public where relevant.
2.2 The policy covers the following allegations of misconduct, wrongdoing or improper conduct or abuse:
a. act which constitute a criminal offence under the law, such as fraud, corruption, forgery, cheating, criminal breach of trust, insider dealing, abetting or intending to commit criminal offence.
b. Failure to comply with legal, regulatory obligations or rules that are applicable to the Group.
c. Any act that is likely to cause significant financial loss or costs to the Group including any intentional misrepresentation of the Group.
d. Any breach of ethics as described in the Code of Ethics and/or any fraudulent act including such acts include forgery, theft, any form of corruption (including accepting and giving bribes), unauthorised disclosure of GOHSB and its subsidiaries’ confidential information and abuse of power for personal gain
e. Gross waste of the Group’s resources or intended destruction of Group’s property.
f. Damage to the environment.
g. An act or omission which creates a substantial and specific danger to lives, health or safety risk to the Group, Public as well other Employees.
h. Other unethical conducts.
i. Deliberate concealment of information concerning any of the matters listed above
The above list is not exhaustive. This policy does not apply or replace the Group’s existing range of policies and procedures which deal with standards of behaviour at work. Employees are encouraged to use the provision of these procedures when appropriate.
3. OVERSIGHT AND OWNERSHIP OF POLICY
3.1 The Audit Committee of the Group has overall responsibility for this Policy and shall oversee the implementation of this Policy
3.2 The Audit Committee has delegated day to day responsibility for the administration and implementation of the Policy to the Chief Executive Officer (“CEO”) and Chief Operating Officer (“COO”). The use and effectiveness of this Policy shall be regularly monitored and reviewed by the CEO and COO.
3.4 The owner of this document is CEO and COO Chief 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. REPORTING IN GOOD FAITH
4.1 The RI must have reasonable and proper grounds before reporting such misconduct and must undertake such reporting in good faith, for the best interest of the Group and not for personal gain or interest.
4.2 The reporting of misconduct could be deem as lacking of good faith, when:
a. the RI does not have a factual basis for the report of misconduct; and/or b. the RI knew or reasonably should have known that the report or any of its contents are false; and/or c. where the report is superficial senseless and is a form of harassment; and/or d. there are any other circumstances that indicate that the report has been made with malicious intent, hidden motive or for personal gain.
4.3 Any person that has not acted in good faith shall not be entitled to any protection under this policy.
4.4 Any employee making allegations or reports that prove to have been made without good faith will be subject to disciplinary action (which may include termination of employment).
5. PROTECTION
5.1 Protection of Confidential Information a. any person having the knowledge of the report of the misconduct or possessed the confidential information for the investigation of the misconduct shall make his or her best efforts to maintain the confidentiality of the information, especially the identity of the whistleblower. b. the RI shall make his or her best effort to maintain the confidentiality of the reported incident, particularly the identity of the person who have allegedly committed to the misconduct, the nature of the misconduct and the fact of the report is filed, in order not to jeopardise any investigation. c. the Group shall provide the assurance that no disciplinary action can be taken against the RI as long as he/she is doing it in a good faith. d. the Group shall provide the assurance that the RI would be protected against reprisals and/or retaliation from his/her colleagues, immediate superior or head of department/division. e. any head of department/division or employee who takes any detrimental action against the RI who has made a report of misconduct in good faith shall be subject to disciplinary action (which may include termination of employment).
5.2 Revoked of the protection The protection against the RI will be revoked under the following circumstances : a. Participated in the improper conduct; b. Wilfully disclosed a false statement. c. Makes a disclosure with malicious intent. d. Makes a malicious or vexatious disclosure. e. The Employee breaches his/her obligations of confidentiality under this Policy. f. The report of Improper Conduct is made solely or substantially with the motive of avoiding dismissal or other disciplinary action.
5.3 The protection however does not provide the Group with the power to provide any immunity from criminal prosecution and also does not have any power to grant any protection from detrimental action to a whistleblower who is not an employee of the Group.
6. PROCEDURES – LOGGING A REPORT
6.1 a. The RI is advised to report any concern / suspect improper conduct, wrong doings, corruptions, fraud, waste or abuse as soon as he / she discovered the commission or intended commission of such act. b. The RI may raise the improper conduct to his/her Head of Department, Chief Operating Officer and/or Chief Executive Officer via email. c. If these channels have been followed and the employee still has concerns or feels that the matter is so serious that it cannot be discussed with any one of the above, then he/she must raise it by e-mail to [email protected] d. The RI shall make a confidential report of improper conduct in writing and to provide full details of the improper conduct and, where possible, supporting evidence. e. Any disclosure made should contain the following : i. The details of the person involved; ii. Details of the allegations, including the nature of the allegation, where and when such misconduct took place; iii. Supporting evidence (if applicable); iv. RI’s name, Identity Card (IC) number, Contact number, email.
7. HANDLING OF REPORTED VIOLATIONS
7.1 Preliminary Investigation
a. where the RI reported the said violation to the Head of Department or Management, the said violation should be forwarded to the Senior Management.
b. the senior officers at the Group will conduct a preliminary investigation of every report of improper conduct received to determine whether there are merits to initiate a full investigation and the findings of the preliminary investigation and recommendation shall be referred to the Chairman of the Audit Committee for a decision on whether to close the case or to proceed to a full investigation of the allegations
c. if the Chairman of the Audit Committee receive the violation report, he/she will conduct a preliminary assessment to establish whether the disclosure has merit and can be substantiated
d. if the case where the allegation has serious and significant adverse impact on the Group, the Chairman of the Audit Committee may decide to consult with the members of the Audit Committee or convene an Audit Committee meeting before making a decision.
e. the disclosure warrants an investigation, disclosure will be conducted as speedily and sensitively as possible. As far as reasonably practicable, the confidentiality of the RI will be maintained.
f. most investigation will be managed internally but the Group may appoint external investigators or investigating team, if deem appropriate
g. if the claim of malpractice is established, appropriate disciplinary action will be taken against the defaulting party/ies.
h. where it is believed that criminal activity has taken place, the matter may be reported to the police and appropriate legal action taken
i. however, if it is later discovered from an investigation that the disclosure /report was made with malicious intent, appropriate action can be taken against the RI.
j. the RI may withdraw the disclosure/report giving reasons, but the Group reserves the right to proceed with the investigations. The RI will be notified of the outcome of his/her disclosure.
7.2 Corrective Action a. The Management shall carry out the decisions of the Board of Directors in relation to the findings of the investigation. b. The Management shall institute the appropriate controls to prevent any further wrongdoings or damage to the Company.
8.PERIODIC REVIEW OF THE WHISTLEBLOWER POLICY AND REPORTING REQUIREMENTS
The AC shall review this Policy once in two (2) years or upon changes to the relevant rules and regulations, whichever is earlier and make the appropriate recommendation to the Board on any proposed amendments to the Policy. Periodic review would also be made to ensure the relevance and alignment with the Group’s needs and structure as well as material changes in the business and risk profile of Key Responsible Person.