Governance

BOARD CHARTER

TERMS OF REFERENCE FOR WHISTLEBLOWING COMMITTEE


1. Objectives

1.1The Whistleblowing Committee (the “Committee”) of Eco World International Berhad (the “Company”) was formed by the Board of Directors of the Company. Its primary function is to develop, implement and maintain an effective whistleblowing policy and procedures for the Company, subsidiaries and joint ventures (the “Group”).

2. Composition

2.1The Board shall elect the Committee members from amongst themselves, comprising not less than three (3) Directors, whom a majority must be Independent Non-Executive Directors. No alternate Director shall be appointed as a member of the Committee. In the event of any vacancy in the Committee resulting in the number of members of the Committee falling below three (3), the vacancy shall be filled as soon as possible, but shall not be later than three (3) months of that event.

2.2The Chairman of the Committee shall be an Independent Non-Executive Director appointed by the Board.

3. Meeting Procedures

3.1The Committee shall meet at least once (1) a year or more frequently as circumstances dictate.

3.2The Committee may, as and when deemed necessary, invite other Board members and Senior Management members to attend the meetings.

3.3Decisions of the Committee shall be by majority vote.

3.4To safeguard against possibility of bias, prejudice and/or conflict of interest, in the event that any complaint/report involves and/or is related to a particular member of the Committee, the conflicting Committee member shall abstain from participating in the deliberation and decision relating to such complaint/report.

3.5In the event that the complaint/report involves and/or is related to all the Committee members, all of them shall abstain from participating in the deliberation and decision relating to such complaint/report and Adhoc Members will be appointed by the Board (“Adhoc Members”). The Adhoc Members will decide on whom amongst them will act as the Adhoc Chairman to generally perform all the functions as a Chairman for the meetings for the particular complaint/report/recommendation (“Adhoc Chairman”).

3.6The Committee members may participate in a meeting by means of conference telephone, conference videophone or any similar or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at such meeting.

3.7The Committee may deal with matters by way of circular reports and written resolutions in lieu of convening a formal meeting. A resolution in writing, signed or approved by letter, electronic mail, telegram, telex or telefax or other electronic communication by majority of the members of the Committee, shall be as effectual as if it has been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more Committee members.

3.8The decisions of the Committee shall be final and binding and further complaint or appeal by the whistleblower or the person(s) affected by the complaint/report/recommendation will not be entertained.

4. Appointment and entitlement of Adhoc Member

4.1In the event any conflicting member is restricted from participating and voting, the remaining member(s) of the Committee shall nominate a Board member, subject to the approval being obtained from the Board, to fill up each vacancy of any such conflicting member(s) and act as an Adhoc Member(s) of the Committee, for the purpose of the particular complaint/report/recommendation, provided always that the particular complaint/report/recommendation: -

  1. Does not involve and/or is not related to the Adhoc Member; and/or
  2. Does not originate and/or does not involve and/or is not related to a department under the supervision of the Adhoc Member.

4.2The Adhoc Member shall be entitled to: -

  1. Receive notice of all meetings;
  2. To attend and vote at any meeting;
  3. To sign any resolution in writing; and
  4. To generally perform all the functions of a Committee member.

Where he/she acts as an Adhoc Member for the purpose of the particular complaint/report/recommendation.

5. Quorum

5.1The quorum for a meeting of the Committee shall be two (2) members, present in person. In the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst the members present.

5.2In the event where any of the Committee member has to abstain, the Adhoc Member(s) shall be counted for the purpose of determining whether a quorum is present at any meeting of the Committee attended by him/her/them at which he/she/they is/are entitled to vote.

6. Secretary

6.1The Company Secretary or his/her representative/other appropriate senior officer shall act as Secretary of the Committee (the “Secretary”). The Secretary, in conjunction with the Chairman, shall draw up an agenda, which shall be circulated together with the relevant support papers at least one (1) week prior to each meeting to the members of the Committee.

6.2The Secretary shall also be in attendance at each Committee meeting and responsible for keeping the minutes of meetings of the Committee and circulating them to Committee members and to the other members of the Board. The minutes shall be kept at the Registered Office of the Company and shall be open for inspection by the Board. Any request by Management or other persons to inspect the minutes shall be subject to the approval of the Chairman of the Committee.

7. Authority

7.1The Committee is authorised by the Board to investigate any activity within its Terms of Reference including possible fraud, illegal acts or suspected violation of the Code of Conduct involving employees, Senior Management personnel or Board members. It is also authorised to seek any information it requires from any employee and employees are directed to co-operate with any request made by the Committee. The Committee can obtain, at the expense of the Company, outside legal or other independent professional advice it considers necessary in the discharge of its responsibilities.

7.2In discharging its responsibilities, the Committee shall have access to the Group’s Management, books and records which the Committee reasonably believes or has reason to believe to be relevant to the complaint/report/recommendation and shall be entitled to examine any employee or any other person(s) as it deems appropriate and to receive such information as it requires from them. All employees shall co-operate with any reasonable request made by the Committee.

7.3Whenever the Committee reasonably deems fit, the Committee may refer the employee(s) who are involved in the following to the Group Talent Management Division of the Company or the relevant business unit(s) within the Group (as the case may be) for further actions: -

  1. Employees who are involved or discovered to be involved in the improper conduct or detrimental action in a particular complaint/report/recommendation; or
  2. Employees who lied or are not telling the truth or uncooperative in the course of investigation.

7.4The Committee is delegated with decision-making powers in dealing with any complaint/report/recommendation it received including recommendation to take appropriate action to address the misconduct or to implement procedures to take preventive measures to minimise or prevent the occurrence of the misconduct in the future, provided that any such concern or allegation does not involve: -

  1. Any criminal offence; or
  2. Any breach of duty resulting in losses exceeding RM1 million to the Group; or
  3. Any Board member.
8. Responsibilities and Duties

8.1In fulfilling its primary objectives, the Committee shall undertake the following responsibilities and duties: -

8.1.1Receive, process, investigate and determine the genuineness and seriousness of any complaint/report raised;

8.1.2Conduct initial enquiry on any complaint/report received;

8.1.3Review the findings of investigation in respect of any complaint/report/recommendation;

8.1.4Dismiss any complaint/report if the same shall have no basis or merits or is not a matter to be dealt with;

8.1.5Decide on the appropriate actions to be taken to address the complaint/report/recommendation;

8.1.6Conduct its own investigation into any complaint/report/recommendation, if deemed necessary;

8.1.7Review and evaluate the effectiveness of Whistleblowing Policy and recommend any changes it considers necessary to the Board for approval;

8.1.8Ensure that Management establishes effective procedures (“Whistleblowing Procedures”) for the purposes of receiving, processing, identifying, investigating, reviewing, evaluating, recommending, decision making, responding to complaint/report/recommendation received and the Whistleblowing Procedures are in placed accordingly;

8.1.9Make recommendation to the Board for consideration and adoption for any complaint/report/recommendation where such concern or allegation involving: -

  1. Any criminal offence; or
  2. Any breach of duty resulting in losses exceeding RM1 million to the Group; or
  3. Any Board member.

8.1.10Review the Terms of Reference and its own effectiveness and recommend any changes it considers necessary to the Board for approval; and

8.1.11Consider any other matters in relation to whistleblowing as may be delegated from time to time by the Board.

8.2The above list is not exhaustive and the Committee may, in addition, perform such other functions as may be necessary or appropriate for effective performance of the Committee.

8.3The Chairman of the Committee shall engage on a continuous basis with Senior Management, such as the President & Chief Executive Officer and Chief Financial Officer in order to be kept informed of matters affecting the Group.

9. Reporting Responsibilities

9.1The Chairman of the Committee shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities and shall also formally report to the Board on how it has discharged its responsibilities.

9.2The Committee shall make whatever recommendation to the Board it deems appropriate or any area within its remit where action or improvement is needed.

10. Annual General Meeting

10.1The Chairman of the Committee should attend the Annual General Meeting to answer any shareholder questions on the Committee’s activities.

11. Confidentiality and Anonymity

11.1All whistleblowing information and reports received by the Committee are to be treated as confidential and the whistleblower’s identity will not be revealed unless it is required by law. The whistleblower is to be given an assurance that his/her identity will only be known to the Senior Management on a need to know basis and the outcome of the investigation will be fed back to the whistleblower. This is to encourage more whistleblowers to come forward to raise their concerns without fear.

11.2All whistleblowing reports have to be made in good faith with reasonable belief that the information and allegations are true and should not be frivolous/malicious and not for personal gain.

12. Protection to Whistleblower

12.1To establish a sound relationship of trust, individuals who make disclosures are encouraged to identify themselves. This is especially so when more detail information is required. Whenever necessary, the whistleblower may be required to stand as a witness for the Company for the appropriate disciplinary action to be taken by the Company.

13. Revision of Terms of Reference

13.1Any revision or amendment to these Terms of Reference, as proposed by the Committee or any third party, shall first be presented to the Board for its approval. Upon the Board’s approval, the said revision or amendment shall form part of these Terms of Reference and these Terms of Reference shall be considered duly revised or amended.




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