ViTrox Corporation Berhad ("ViTrox") is committed to ensure high standards of corporate governance, business integrity and accountability in conduct of its business and operations.
The policy is applicable to ViTrox Corporation Berhad and all its subsidiary companies ("ViTrox Group")
Objective and Scope
This Policy :
- Facilitates alert/disclosures of a bona fide complaint or report/raising of a genuine concern or allegation by any director, officer or employee of ViTrox Group to an independent member of the management upon discovery of possible improper conduct.
- Facilitates the performance by any vendors, partners, associates or any individual of their assignment or conduct of business for or on behalf of ViTrox Group.
- Provides protection to the individuals who have made the allegation or reported the misconduct.
- This Policy is designed to offer protection to those who made anallegation, to the extent reasonably practicable, provided the allegation is made in good faith
- A disclosure of improper conduct may be made based on a person's reasonable belief that any person has engaged, is engaging or is preparing to engage in improper conduct. Examples of improper conduct include but not limited to the following:-
- any fraud, bribery, abuse of power, conflict of interest, theft or embezzlement, misuse of property of ViTrox Group or any breach or non-compliance of policies or procedures of or discipline in ViTrox Group; and
- any conduct which if proved, constitutes a criminal offence.
- A disclosure of improper conduct may also be made:-
- although the person making the disclosure is not able to identify a particular person to which the disclosure relates;
- although the improper conduct has occurred before the effective date of this Policy;
- in respect of information acquired by him while he was an officer or employee of ViTrox Group or a body dealing with ViTrox Group; or
- of any improper conduct of a person while that person was an officer or employee of Vitrox Group or a body dealing with ViTrox Group.
- Any person who has made a disclosure of improper conduct ("whistleblower") shall, upon receipt of the disclosure of improper conduct by the Chairman of the Audit Committee, be conferred with whistleblower protection under this Policy, which includes:-
- protection of "confidential information" (which includes:-
- information about the identity, occupation, residential address, work address or whereabouts of-
- a whistleblower; and
- a person against whom a whistleblower has made a disclosure of improper conduct;
- information disclosed by a whistleblower; and
- information that, if disclosed, may cause detriment to any person.
- protection against "detrimental action" (which includes:-
- action causing injury, loss or damage;
- intimidation or harassment;
- interference with the business relationship with ViTrox Group or the lawful employment or livelihood of any person, including discrimination, discharge, demotion, suspension, disadvantage, termination or adverse treatment in relation to a person's employment, career, profession, trade or business or the taking of disciplinary action; and
- a threat to take any of the actions referred to in paragraphs (i) to (iii).
- ViTrox, however, does not extend this assurance to an individual who maliciously raises a matter he/she knows is untrue. If an individual makes malicious allegations, disciplinary action may be taken against the individual.
The Chairman of the Audit Committee shall revoke the whistleblower protection conferred under this Policy if he is of the opinion, based on the investigation conducted or in the course of the investigation that—
If the whistleblower protection has been revoked, a written notice to that effect shall be given to the whistleblower.
- the whistleblower wilfully made in his disclosure of improper conduct a material statement which he knew or believed to be false or did not believe to be true; or
- the disclosure of improper conduct is frivolous or vexatious; or
- the disclosure of improper conduct is made solely or substantially with the motive of avoiding dismissal or other disciplinary action.
- ViTrox wishes to assure the safety and confidentiality of the whistleblower, and therefore undertakes to treat all allegations in a confidential and sensitive manner. A recipient of a disclosure of improper conduct or any confidential information in the course of investigation into such disclosure shall not disclose such report of the allegation or the confidential information or any part thereof except:-
- to those individuals who have a need to know in order to properly carry out an investigation of the allegation;
- to ViTrox's professional legal advisers for the purpose of obtaining a legal advice; or
- to the extent required to be disclosed by law or any court of competent jurisdiction, any governmental official or regulatory authority or any binding judgment, order or requirement of any other competent authority in Malaysia.
- All concerns raised will be treated fairly, properly and confidentially.
- No person shall take detrimental action against a whistleblower or any person related to or associated with the whistleblower in reprisal for a disclosure of improper conduct.
- A whistleblower may make a complaint to the Chairman of the Audit Committee of any detrimental action committed by any person against the whistleblower or any person related to or associated with the whistleblower.
- A person is deemed to take detrimental action against a whistleblower or any person related to or associated with the whistleblower if-
- the person takes or threatens to take the detrimental action because—
- a whistleblower has made a disclosure of improper conduct; or
- the person believes that a whistleblower has made or intends to make a disclosure of improper conduct; or
- person incites or permits another person to take or threaten to take the detrimental action for any reason under subparagraph (a)(i) or (ii).
- Where the Chairman of the Audit Committee receives a complaint of detrimental action, members of the Audit Committee shall commence investigation into the complaint of detrimental action. If the investigation reveals that-
- the complaint is not substantiated, the Audit Committee shall inform the whistleblower;
- the complaint constitutes an improper conduct, the Audit Committee shall initiate disciplinary proceedings and/or take such steps as it deems appropriate (including but not limited to making police report) against the person who had taken the detrimental action against the whistleblower.
- No person, whether acting for his own or acting or purporting to act on behalf of any body shall-
solely for the reason that a party to the contract or an employee or employer of a party to the contract has made a disclosure of improper conduct under this Policy.
- terminate a contract;
- withhold a payment that is due and payable under a contract; or
- refuse to enter into a subsequent contract,
Procedure in making a disclosure
- The channel will be directed to the Chairman of Audit Committee.
- Any report can be submitted confidentially via email to email@example.com
- For reporting of case, the following information must be available:
- Background of the individual initiating the allegation
- Date(s), details and reasons why the individual is concerned about the conduct
- Any anonymous disclosure will not be entertained. However, ViTrox reserves its right to investigate into any anonymous disclosure.
- Where relevant, the individual may be requested to submit evidences and documents. Any meetings arranged will be conducted discreetly and if necessary, off-site or out of the office premises.
- After the receipt by the Chairman of Audit Committee of a disclosure of improper conduct, members of the Audit Committee shall conduct the necessary investigations.
- If the report of investigation makes a finding that-
- the disclosure of improper conduct is not substantiated, the Audit Committee shall inform the whistleblower;
- the conduct complained constitutes an improper conduct, the Audit Committee shall initiate disciplinary proceedings and/or take such steps as it deems appropriate (including but not limited to making a police report) against the person who had committed the improper conduct.