Whistle Blowing Policy

1.        INTRODUCTION

Tuan Sing Holdings Limited (“Tuan Sing”) is committed to a high standard of compliance with accounting, financial reporting, internal controls, corporate governance and auditing requirements and any legislation relating thereto. In line with this commitment, the Whistle-blowing Policy (“Policy”) aims to provide an avenue for employees and external parties to raise concerns and offer reassurance that they will be protected from reprisals or victimisation for whistle-blowing in good faith.

While the Policy is meant to protect genuine whistle-blowers from any unfair treatment as a result of their report, it strictly prohibits frivolous and bogus complaints. The Policy is also not a route for taking up personal grievances.

The Policy applies to all employees of Tuan Sing and its subsidiaries (collectively “the Group”) and is intended to conform to the guidance set out in the Code of Corporate Governance which encourages employees and any other persons to raise any concerns, in confidence, about possible irregularities.

2.        OBJECTIVES

The objectives of this Policy are to:

(a) Deter wrongdoing and to promote standards of good corporate practices;

(b) Provide proper avenues or channels for employees and any other persons to raise or report any concerns/issues about actual or suspected improprieties in matters of financial reporting or other matters and receive feedback on any action taken; and

(c) Give employees the assurance that they will be protected from reprisals or victimisation for whistle-blowing in good faith.

3.        REPORTABLE INCIDENTS

Some examples of concerns covered by this Policy include (this list is not exhaustive):

(a) Concerns about the Group’s accounting, internal controls or auditing matters;

(b) Breach of or failure to implement or comply with the Group’s policies or code of conduct;

(c) Impropriety, corruption, acts of fraud, theft and/misuse of the Group’s properties, assets or resources;

(d) Conduct which is an offence or breach of law;

(e) Abuse of power or authority;

(f) Serious conflict of interest without disclosure;

(g) Intentional provision of incorrect information to public bodies;

(h) Any other serious improper matters which may cause financial or non-financial loss to the Group, or damage to the Group’s reputation;

(i) Fraud against investors, or the making of fraudulent statements to the Singapore Exchange Securities Trading Limited, members of the investing public and regulatory authorities;

(j) Acts 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;

(k) Concealing information about any malpractice or misconduct; and

(l) Any other acts that may have a material impact on the Group’s operating results or financial position.

The above list is intended to give an indication of the kind of conduct which might be considered as “wrong-doing”. In cases of doubt, the whistle-blower should seek to speak to his or her immediate superior or follow the procedure for reporting under this Policy.

4.        COMMITTEES

The official avenues or channels referred to are two committees specifically set up to look into such issues/concerns raised by employees:

(a) TSH Whistle-Blowing Committee (“WBC”) – consisting of CEO, CFO, Director of HR and General Counsel. WBC is empowered to look into all issues/concerns relating to the organisation (except for issues/concerns that are directed specifically on or affecting any WBC members). The WBC shall make the necessary reports and recommendation to the Audit and Risk Committee and for its review and further action, if deemed required by them. For serious or criminal offences, the WBC shall have access to the appropriate external advice where necessary and may at its discretion report the matter to the Commercial Affairs Department or other relevant Government or external authorities for further investigation.

(b) Audit and Risk Committee (“ARC”) – consisting of independent Directors of the Board. The ARC shall look into the reports and recommendations from the WBC, as well as issues/concerns relating specifically or concerning any members of the WBC. The ARC shall present the necessary reports and recommendation to the TSH Board and for its review and further action, if required. For serious or criminal offences, the ARC or the Board shall have access to the appropriate external advice where necessary and may at their respective discretion report to the Commercial Affairs Department or other relevant Government or external authorities for further investigation.

5.        SUBMISSION OF ISSUES/CONCERNS

1)      For issues/concerns relating to all matters (except those concerning any member of the WBC), the employee or any other persons may raise the issue with or send his/her concern to:

(a) Any member of the WBC via telephone communication.

(b) Email address: whistle-blowing@tuansing.com, attention to “The TSH Whistle-Blowing Committee”; or

(c) Mail address: 9 Oxley Rise #03-02 The Oxley Singapore 238697, attention to “The TSH Whistle-Blowing Committee”

2)     For issues/concerns relating to or concerning any member of the WBC, the employee or any other persons may raise the issue with or send his/her concern to:

(a) The Audit and Risk Committee Chairman, Mr Ooi Joon Hin, via telephone communication at (+65) 6223 7211.

(b) Email address: auditcommittee@tuansing.com, attention to “The Chairman of TSH Audit and Risk Committee”; or

(c) Mail address: c/o Tuan Sing Holdings 9 Oxley Rise #03-02 The Oxley Singapore 238697, attention to “The Chairman of TSH Audit and Risk Committee”

6.        IMPORTANT NOTES TO WHISTLE-BLOWERS

1)     The identity of whistle-blowers will be kept strictly confidential and not be disclosed to any person(s) other than members of the relevant Committees.

2)     Exceptional circumstances under which information provided by the whistleblower could or would not be treated with strictest confidentiality include:

  • Where the Group is under a legal obligation to disclose information provided
  • 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; or
  • Where the information is given to the police or other authorities for criminal investigation

In the event that the WBC or the ARC, as the case may be, are faced with a circumstance not covered by the above, and where the whistle-blower’s identity is to be revealed, the
investigator will endeavour to discuss this with the whistleblower first.

3)     No action of any kind will be taken by the Company against a whistle-blower nor will his or her position in the Group be adversely affected by his/her merely raising the concerns/issues or making an allegation against a company official; provided always that he or she raises the concerns/issues or allegations in good faith and without malice and has reasonable ground believing them to be true.

4)     The WBC or the ARC (as appropriate) will take all reasonable measures to ensure that whistle-blowers will be protected from any plausible reprisals by any company officials or fellow colleagues.

5)     A malicious or frivolous complaint or allegation made by an employee against company official or fellow colleagues, however, may result in the Company, after proper investigation, taking disciplinary action against him or her.

6)     Concerns expressed anonymously are much less persuasive and may hinder investigation work as it is more difficult to look into the matter or to protect the whistle-blower’s position. Accordingly, the Group will consider anonymous reports, but concerns expressed or information provided anonymously will be investigated on the basis of their merits.

7)    The earlier the concern is raised the easier it is for the Group to take action.