WHISTLE-BLOWING POLICY (this “Policy”)

1. Introduction and Objective

Beshom Holdings Berhad (“Beshom” or the “Company”) and its subsidiaries (the “Group”) are committed to conducting its businesses in a lawful and ethical manner and maintaining high standards of ethics and integrity.

This Whistle-Blowing Policy is established to provide employees, stakeholders (e.g. shareholders, customers, distributors, suppliers, and the public) an avenue to raise genuine concerns about wrongdoings, misconduct, illegal acts, or unethical business conduct that is taking place, has taken place, or may take place in the future (“Disclosure”).

2. What can be Reported?

All stakeholders, including employees, distributors, the public, etc., are encouraged to disclose any information or raise a genuine concern about serious wrongdoings, misconduct, illegal acts, or unethical business conduct including but not limited to fraud, corruption, malpractice, financial irregularities, dishonesty, criminal activities, personal misconduct, and serious breach of the Group’s internal policies, procedures, or applicable codes (e.g. Code of Ethics) (generally summarized as the “Wrongdoing”).

This Policy does not cover complaints or grievances relating to employment or other business with the Group, which shall be dealt with in accordance with other existing procedures of the Group, unless they involve wrongdoings, misconduct, illegal acts, unethical business conduct.

This whistle-blowing system is not intended to be used for the following:

·           general complaints about the Group’s products or services;

·           matters which are trivial or frivolous or malicious or vexatious in nature or motivated by personal agenda or ill will;

·           matters pending or determined through any tribunal or authority or court, arbitration, or other similar proceedings.

Any Disclosure should be based on good faith with a reasonable belief that the information and any allegation in it are substantially true. Any abuse of the whistle-blowing system will be viewed seriously and treated as a gross misconduct.

3. Making a Disclosure

a)   A whistle-blower may make the Disclosure either in writing (including email) or orally.

b)   A whistle-blower shall include the basis or reasons for his/her concerns including as many details as possible in relation to the Disclosure. However, A whistle-blower is not expected to obtain substantial evidence of proof beyond reasonable doubt when making a Disclosure.

c)    The whistle-blower has the right to remain anonymous when making a Disclosure. However, it is usually easier to conduct a more effective and fair investigation if he/she could identify himself/herself and disclose as much information as possible within his/her knowledge.

d)   First Contact Point

i.     If the whistle-blower is an employee of the Group, his/her first contact point shall be his/her direct superior or line manager. However, for any reason, if it is believed that this is not possible or not appropriate, he/she may report to the Head of Group HR, as follows:

Head of Group HR: Jessica Lim

Office No.: +(603) – 3342 3322 ext. 513

Email: jessica@beshom.com

ii.      If the whistle-blower is a distributor of the Group, he/she shall make the Disclosure to the SHOM Compliance Unit, via the following email: COE@shom.com.my.

iii.   If the whistle-blower is neither an employee nor a distributor of the Group, he/she  shall make the report to the Head of Group HR.

e)   Prescribed Persons

If a whistle-blower believes that it will be inappropriate to report to the First Contact Point, the whistle-blower can make the Disclosure to any of the Prescribed Persons, as follows:

For any Disclosures made via email to the Prescribed Persons, the email shall be addressed to the dedicated whistle-blowing email provided above, which is accessible by all Prescribed Persons.

For any Disclosures made via phone calls, orally, or in writing, the Prescribed Persons are generally required to inform each other of the Disclosure.

If the Disclosure issue involves any of the Prescribed Persons or any Directors, it shall be made to the Independent Directors of the Group, in accordance with Item 3(f) below.

f)     In the case where making a Disclosure to management is a concern, then the report may be made directly to the Audit Committee Chairman, who is an Independent Director of Beshom, as follows: 

g)   Any persons who receives a verbal Disclosure in accordance with Paragraph 3(d), (e), or (f) above shall put in writing the Disclosure and its details which is to be confirmed by the whistle-blower.

4. Actions in relation to the Disclosure

a)   In addressing any Disclosures, depending on the seriousness of the alleged Wrongdoing, the relevant authorities within the Group shall decide on how the Disclosure shall be handled, including investigation, enquiries, and deliberations on the outcome.

b)   All alleged Wrongdoings involving fraud or bribery shall be notified to the Audit Committee, who shall have the authority to designate any person, within the Group or external to the Group, to oversee and conduct relevant investigation.

c)   All alleged Wrongdoings involving a Director or a Prescribed Persons shall be escalated to the Audit Committee, who shall handle the Disclosure, including investigation, enquiries, and deliberations on the outcome.

d)   In general, an independent party, which may be the internal audit, an external independent auditor or professional, or an Independent Director, shall always be involved in an investigation process.

e)   Any person, including Directors if any, who are related to or involved in the alleged wrongdoing concerning the Disclosure shall be excluded from the investigation, recommendation, and deliberation procedures to ensure the objectivity and independence of the Disclosure handling process.

f)   All Disclosures received and handled by the First Contact Point and Prescribed Persons are required to be summarized in a report to the Executive Risk Committee, at least once in a year.

5. Being informed and having the opportunity to be heard

a)    A whistle-blower shall be informed of the status of his/her Disclosure, including the outcome of the deliberation, as far as reasonably practicable, in writing.

b)   The alleged wrongdoer, which may include the whistle-blower in the event the whistle-blower is implicated or discovered to be involved in the allegation, may be asked to attend a meeting to discuss the allegations and he/she shall take all reasonable steps to attend the meeting. He/she shall be given an opportunity to answer the allegations at the meeting which shall be minuted.

c)  If an investigation is conducted on a whistle-blower who is implicated or discovered to be involved in the allegation, it shall not be treated as a reprisal against the whistle-blower but a facilitation of fact-finding and decision making.

6. Whistle-blower’s Protection

a)   Every effort will be made to protect and keep confidential a whistle-blower’s identity, subject to relevant legal constraints.

b)   A whistle-blower shall be protected from reprisal within the Group as a direct consequence of a Disclosure made in good faith. A reprisal refers to any disciplinary actions, which may include a warning or letter or reprimand, demotion, loss of merit, loss of bonus, suspension without pay, or termination of employment. Any such reprisal against the whistle-blower shall be consider a serious breach of this Policy.

c)  If a whistle-blower reasonably believes he/she is being subjected to harassment, victimization, reprisal as a direct consequent of having made a disclosure under this Policy, he/she may reach out to higher authority as provided in Paragraph 3(e) or (f) above. Essentially, the complaint shall be processed in a similar manner as a whistle-blowing Disclosure.

7. Review of this Policy

This Policy is approved by the Board of Directors of Beshom on 1 April 2022.

This Policy shall be reviewed by the Company periodically or at least once in three years.