Wilmar Whistleblowing Policy
This Policy establishes a whistleblowing framework where employees of the Wilmar Group (“Group”) may, in confidence, raise concerns about possible corporate improprieties. This Policy ensures that arrangements are in place for independent investigations of alleged improprieties and for appropriate follow-up actions. Where whistleblowing results in a prevention or recovery of what would otherwise have been monetary damage to the Company, the whistleblower may be given a reward.
1.1 Employees are often the first to realise that there may be irregularities within a Company. However, employees may not express their concerns for fear of being disloyal to their colleagues or to the Company. They may also be afraid of discrimination or harassment. In such circumstances, employees may feel that it is best to ignore the concern rather than to report it.
1.2 External parties who have dealings with the Company (such as customers and suppliers) may also avoid raising a concern of potential irregularities for the same reasons.
1.3 Wilmar Group is committed to a high standard of compliance with accounting, financial reporting, internal controls and auditing requirements and any legislation relating thereto. In line with this commitment, the Whistleblowing Policy (“Policy”) aims to provide an avenue for employees and external parties to raise concerns with the assurance that they will be protected from reprisals or victimisation for whistleblowing in good faith.
1.4 The Policy conforms with the guidelines set out in the Code of Corporate Governance to encourage you to raise concerns about possible irregularities.
2.1 For the purpose of this Policy, “whistleblowing” is defined as:
“a deliberate, voluntary disclosure of individual or organisational malpractice by a person who has or has had privileged access to data, events or information about an actual, suspected or anticipated wrongdoing within, or by members of the Wilmar Group, who are within its ability to control.”
3. Who is Covered by this Policy
3.1 This Policy applies to all employees of the Wilmar Group.
3.2 It also applies to all external parties who have a business relationship with the Wilmar Group. External parties include customers, suppliers, contractors, and anyone who is a stakeholder of the Group.
4. Aim of this Policy
4.1 The Policy provides proper avenues for you to raise concerns about actual or suspected improprieties in matters of financial reporting or other matters and receive feedback on any action taken.
4.2 The Policy aims to assure you that such acts will be protected from reprisals or victimisation for whistleblowing in good faith.
5. Reportable Incidents
Some examples of concerns covered by this Policy include:-
- Concerns about the Group’s operational, accounting, internal controls or auditing matters;
- Impropriety, corruption, acts of fraud, theft and/or misuse of the Group’s properties, assets or resources;
- Conduct which is an offence or breach of law;
- Serious conflict of interest without disclosure;
- Breach of the Group’s policies or code of conduct;
- Concealing information about any of the above malpractice or misconduct;
- Fraud against investors, or the making of fraudulent statements to the Singapore Exchange Securities
- Trading Limited, members of the investing public and government or state authorities;
- Deliberate effort to mislead, deceive, manipulate, coerce or fraudulently influence any internal or external accountant or auditor in connection with the preparation, examination, audit or review of any financial statements or records of the Group; and
- Any other serious improper matters which may cause financial or non- financial loss to the Group, or damage to the Group’s reputation.
The above list is not exhaustive and are only examples that may expand or change, as events may dictate.
6. Protection Against Reprisals
6.1. If you raise a genuine concern and “whistleblow” under this Policy, you will not be at risk of losing your job or suffer retribution or harassment, if you are acting in good faith, it does not matter if you are mistaken.
6.2 However, the Company does not condone any frivolous, mischievous or malicious allegations. Employee(s) making such allegations shall face disciplinary action in accordance with the Company’s disciplinary procedures.
7.1. Wilmar Group encourages you to identify yourself when raising a concern or providing information. All information provided under this policy will be treated with the strictest confidentiality.
7.2 There may be circumstances where information provided by you or your action in disclosing such information, may require disclosure. These circumstances include but are not limited to the following areas:-
- where the Wilmar Group is under a legal obligation to disclose information provided by you;
- where the information is already in the public domain;
- where the information is given on a strictly confidential basis to legal or auditing professionals for the purpose of obtaining professional advice; and
- where the information is given to the Police for criminal investigation.
7.3 In the event that we are faced with a circumstance not covered by the above, and where your identity is required to be revealed, we will endeavour to discuss this with you first.
8. Concerns and Information Provided Anonymously
8.1. Concerns expressed anonymously are much less persuasive and may hinder investigation as it is more difficult to look into the matter or to protect your position. Accordingly, Wilmar Group will consider and investigate anonymous reports, but any concerns expressed or information provided anonymously would be investigated on the basis of the individual merit of each circumstance.
9. Reward for Whistleblowers
9.1 As whistleblowers serve private and public interests when they raise concerns about improprieties, Wilmar Group would like to recognise and incentivise individuals who choose to come forward to report concerns of wrongdoing. Where the whistleblowing results in prevention of recovery of what would otherwise have been monetary damage to the Company, Wilmar Group will provide the following financial rewards or incentives to individuals for whistleblowing:
|Amount of Financial Damage/Loss*||Reward Amount|
|USD 150,000 or less||The reward amount is to be decided by Management but shall not exceed 50% of the amount of financial damage/loss and will be no less than USD 360.|
|More than USD 150,000||The reward amount is to be decided by Management but shall not exceed 35% of the amount of financial damage/loss.|
|If the value of financial loss cannot be quantified or measured.||The reward amount will be decided by the Management and Board of Wilmar, if applicable.|
10. How to Raise a Concern or Provide Information
Who to Report To:
10.1 Option One: Report to your immediate supervisor.
10.2 Option Two: If the concern involves your immediate supervisor, manager or Head of Department, or if for any reason you would prefer them not to be told, you may report to the designated officers as follows:-
(c) Mr. Tay Kah Chye – Chairman of the Audit Committee
Email address: firstname.lastname@example.org
(d) Ms. Sun Yining – Group Head, Human Resources
Email address: email@example.com
How to make the report:
10.3 Concerns or information should preferably be raised or submitted in writing (letter or email). Ideally, Wilmar Group recommends any report to be detailed in setting out the background and history of events and the reasons for your concern.
10.4 If you are not comfortable about writing in, you may telephone or arrange to meet the appropriate officer in a private setting.
11. Important Points to Note
11.1 The earlier your concern is raised, the easier it is for the Company to take action.
11.2 Wilmar expects you to provide your concern in good faith, and to demonstrate to the appropriate officer that there are sufficient grounds for your concern.
11.3 All reports will be treated in strict confidence. The identity of the whistleblower will be kept confidential subject to disclosure requirements stipulated in this Policy or by law.
11.4 Whistleblowers are protected from reprisal in the form of termination of employment or defamation if such complaints are made in good faith. Malicious and unfounded allegations will be accorded appropriate disciplinary action.
12. How Wilmar Group Will Respond
When a concern is raised or information is provided:
12.1 Wilmar Group assures you that any concern raised or information provided will be investigated, but consideration will be given to the following factors:
- seriousness of the issue raised;
- credibility of the concern or information; and
- likelihood of confirming the concern or information from attributable sources.
Investigating a concern raised or information provided:
12.2 Depending on the nature of the concern raised or information provided, the investigation will be conducted involving one or more of the following persons or entities:
- the Audit Committee;
- the External Auditor;
- Forensic Accountants; and/or
- the Police or Commercial Affairs Department.
12.3 The amount of contact between the whistleblower and the person(s) investigating the concern raised and information provided will be determined by the nature and clarity of the matter reported. Further information provided may be sought from the whistleblower during the course of the investigation.
What happens after the investigation is completed?
12.4 The investigating officer(s) will communicate the findings of the investigation(s) to the Audit Committee for their review.
12.5 The investigating officer(s) will communicate the conclusion of all findings to the whistleblower, as a matter of policy, for closure.