SOCC HOLDINGS SDN. BHD.
(Registration No.: 202101029856 (1430156-X))
(Version 1.0, August 2022)

A. INTRODUCTION

In line with corporate governance practices as prescribed in the Malaysian Code on Corporate Governance 2021, the introduction of the Whistleblower Protection Act 2010 and the relevant provisions under the Malaysian Anti-Corruption Commission Act, 2009 (as amended), the Board of Directors (“Board”) and the management of SOCC Holdings Sdn. Bhd. and its subsidiary companies (“the Group”) are committed to the highest standard of integrity, openness and accountability in the conduct of its businesses and operations.

In this connection, the Group has developed a policy and framework on whistleblowing to facilitate the reporting of suspected and/or known Improper Conduct (as defined below) involving any employee or Director of the Group without being concerned with reprisal and/or retaliation (including victimization, harassment or discriminatory treatment) against him/her, and such reported concerns shall be investigated and appropriate actions shall be taken if an Improper Conduct has been committed.

B. OBJECTIVES

The objective of this policy is to outline the Group’s commitment and set out the framework for any person who wishes to make a whistleblowing report (“Whistleblower”) to be able to raise genuine concerns in relation to any improper conduct by any employee, Director or any service provider of the Group (“alleged wrongdoer”) (including any misconduct, wrongdoings, corruption, fraud and/or abuse of power) at the earliest opportunity without being subject to reprisals and/or retaliation (including victimization, harassment or discriminatory treatment) and to have such concerns properly investigated and appropriate actions to be taken.

Apart from protecting the Whistleblower from any reprisal as direct consequence of making a complaint, it also aims to safeguard the Whistleblower’s confidentiality and to treat both the Whistleblower and alleged wrongdoer fairly. The identities and personal information of the Whistleblower and the alleged wrongdoer shall be kept in strict confidential and reasonably practicable.

C. SCOPE & DEFINITION

This Policy is designed to facilitate employees and members of the public who are aware of or genuinely suspect that an employee, Director or service provider of the Group has engaged, is engaging or is preparing to engage in any Improper Conduct (as defined below) and wish to report such Improper Conduct through the channels which have been established by the Company for this purpose for further investigation.

An Improper Conduct is any act, omission or conduct that is unlawful, illegal, immoral, unethical, dishonest, improper or wrong, and may include, but is not limited to: –

• (i)  a criminal offence;
• (ii)  failure to comply with any laws or regulations;
• (iii)  failure to comply with any policy, guideline, procedure, advisory, directive and/orinstructions issued, including the Code of Ethics of the Group;
• (iv)  misuse or misappropriation of the Group’s funds or assets;
• (v)  misuse of confidential information;
• (vi)  an act or omission which creates a substantial and specific danger to the lives,health or safety of the employees or the public or the environment;
• (vii)  unsafe work practices or substantial wasting of Group’s resources;
• (viii)  abuse of power or conflict of interest involving an officer of the Group;
• (ix)  fraud, corruption, bribery, blackmail, money laundering;
• (x)  sexual harassment; and
• (xi)  concealment/cover up of any of the above.

D. POLICY & PROTECTION

• (i)  AnonymityIt is the policy of the Group to allow the Whistleblower to either identify themselves or if they prefer, to remain anonymous when reporting suspected and/or known instances of Improper Conduct.
• (ii)  Assurance against reprisal and/or retaliationWhere the Whistleblower has chosen to reveal his/her identity, it is the policy of the Group to provide assurance that the Whistleblower would be protected against reprisals and/or retaliation from his/her immediate superior or head of department/division or from the management of the Group.In addition, the Group provides assurance that no disciplinary action can be taken against the Whistleblower who is an employee of the Group as long as he/she does not provide false information in the report “purposely, knowingly or recklessly” i.e. the report is basically malicious in nature.
• (iii)  ConfidentialityThe Group shall treat all reports or disclosures as sensitive and will only reveal information on a “need to know” basis or if required by law, court or authority. The identity and particulars of the Whistleblower shall also be kept private and confidential unless the Whistleblower choses to reveal his/her identity.

Where the Whistleblower has chosen to reveal his/her identity when making such a report, written permission from the whistleblower would be obtained before the information is released.

E. REVOCATION OF POLICY & PROTECTION

The protection to the Whistleblower as stated above may be revoked by the Group if:-

1. • (i)  the Whistleblower himself has participated in the Improper Conduct;
   • (ii)  the Whistleblower wilfully or maliciously made his disclosure, knowing or believing the information is false or untrue;
   • (iii)  the disclosure is frivolous or vexatious; or
   • (iv)  the disclosure is made with the intention or motive to avoid dismissal or other disciplinary action.

F. PROCEDURE FOR REPORTING IMPROPER CONDUCT

(i) If a Whistleblower suspects that Improper Conduct has occurred, the Whistleblower may make a report by directly contacting the Chairman of the Board (“Chairman”) and completing and submitting the Whistleblowing Form as provided in Appendix 1.

This can be done in writing or via e-mail. The disclosure should be addressed to:

1. Independent Non-Executive Director, SOCC Holdings Berhad
   Gabriel Kok Khoo & Co.
   Lot 271, 1st Floor, Taman Jade Manis, 98000 Miri, Sarawak
   E-mail: gabriel@socc.com.my
2. Alternatively, the Whilstleblowing Form may also be submitted via email to whistleblowing@socc.com.my.

(ii)  A copy of the Whistleblowing Form can be downloaded from the Company’s website. The Whistleblower may wish to send this form via local postal service if you wish to remain anonymous.

(iii)  The report must at least have details of alleged person(s) involved, nature of allegation, when and where the incident took place as well as the supporting evidence, if any.

G. INVESTIGATION AND ACTIONS

• (i)  All reports submitted in accordance with this Whistleblowing Policy & Procedures will be investigated promptly by the Group upon the receipt of the report at the discretion of the Chairman.The Chairman shall have the authority to:
  1. (a)  determine the legitimacy of the report;
  2. (b)  dismiss the report if it is found to be frivolous, vexatious and/or does not contain any element of Improper Conduct;
  3. (c)  direct further actions or enquiries; and
  4. (d)  determine the appropriate party to conduct the investigation, i.e. external expertise (to be appointed) or management or Internal Auditor of the Company.
• (ii)  If the Chairman is the subject person of the whistleblowing report, he/she shall abstain from making any recommendation or conducting any investigation and refer the matter to the other Board members immediately.
• (iii)  All investigations shall be conducted by the Group in a fair and unbiased manner.
• (iv)  Upon completion of investigation, appropriate course of action will be recommended to the Board for their deliberation and decision.
• (v)  If the Improper Conduct involves breach of statutory provisions, an official report will be lodged to the relevant regulatory authorities.
• (vi)  Anyone who is found to have committed an Improper Conduct following a Whistleblower’s report resulting in certain action(s) being taken against him/her but is of the view that he/she has been treated unfairly, may submit an appeal to the Board Directors to review the decision made.

H. REVIEW OF THE POLICY

This Policy shall be reviewed periodically by the Board to ensure that it continues to remain relevant and appropriate.

I. REGISTER AND QUARTERLY REPORTING

A complete register of all reports received by the Group pursuant to this Whistleblowing Policy, together with details of the investigation conducted (if any) shall be properly maintained by the Managing Director of the Company and presented to the Board on a quarterly basis.

The register together with the quarterly reports shall be made available for inspection at any time by the external auditors as well as any regulatory authorities, provided that the identity of the Whistleblower shall be protected and redacted at all times, unless the Whistleblower has consented in writing to the disclosure of his/her identity or if such disclosure is required by law, a court of competent jurisdiction or a lawful authority.

Where appropriate, the lessons learnt from the investigation of the reported Improper Conduct shall be shared with Management and Heads of Division/Department such that appropriate measures and additional internal controls can be taken and/or implemented to ensure that such incidents can be avoided/deterred in future.

PROCEDURES ON WHISTLEBLOWING
A. HANDLING WHISTLEBLOWING REPORTS

(i)  The Company Secretary shall assist the Chairman to maintain a record of all the Whistleblowing reports received by the Group.

(ii)  Once a Whistleblowing report is received, the Managing Director (“MD”) shall upon instruction by the Chairman conduct preliminary investigations to establish whether the report has merits and can be substantiated based on information made available by the Whistleblower. In the case where the report involves the MD, the Board may select other personnel (having due regard to suitable seniority and any circumstances that may give rise to conflict of interests) or an independent third party to investigate the allegations (“Independent Person”).

(iii)  The MD or Independent Person will do his best to draw an unbiased conclusion from facts given to him by the Whistleblower or any other information gathered during the course of investigation.

(iv)  If the case necessitates further action on the part of the Human Resource (HR) department, a copy of a summary report will be provided to HR.

(v)  The MD or Independent Person shall prepare a summary report and present it to the Board for deliberation.

(vi)  The MD or Independent Person will provide the Chairman his opinion on whether he believes the case is a frivolous claim or is a case where there are suspicious circumstances. The Chairman uses his/her discretion to decide if the case warrant further investigation. If the Chairman concurs with the opinion of the MD or Independent Person that there are merits to the Whistleblowing report, he may give instructions to the MD or Independent Person to conduct preliminary investigations.

(vii)  Upon logging a report of Improper Conduct, the MD or Independent Person will provide the Whistleblower an acknowledgement of receipt of the report of the Improper Conduct within five (5) working days from the date of receipt.

(viii)  Subsequently, if necessary, the following persons may be consulted (to the extent possible, without disclosure of identities of the Whistleblower and the wrongdoer) to assist and to provide relevant advice in relation to their respective areas in the case of a report relating to:

• (a)  Internal/external legal adviser(s) for any alleged breach of any law or corporate fraud policy; and
• (b)  the Group Human Resources for any alleged breach of the Code of Ethics and Conduct.

B. PRELIMINARY INVESTIGATION

(i)  Upon instructions of the Chairman, the MD or Independent Person will conduct a preliminary investigation on the alleged Improper Conduct to determine whether there are merits to initiate a full investigation.

(ii)  The findings of the preliminary investigation and recommendation shall be referred to the Chairman for a decision on whether to close the case or to proceed to a full investigation of the allegations. The Chairman may decide to consult with the other members of the Board or convene a Board meeting before making a decision.

(iii)  Upon review of the findings of the preliminary investigation, the Chairman may:

• (a)  instruct the matter to be closed in the event the preliminary findings clearly indicate that there are no circumstances that warrant a full investigation; or
• (b)  instruct the MD or Independent Person to commence a full investigation in the event the preliminary findings clearly indicate suspicious circumstance and where the MD is not involved, the Chairman may delegate the oversight of the investigation and review of results of the investigation to the MD ; or
• (c)  refer the matter to the Board to determine the next cause of action in case where the MD is involved. In such cases where the report involves the MD, the Board may select other personnel (having due regard to suitable seniority and any circumstances that may give rise to conflict of interests) or an independent third party to investigate the allegations; or
• (d)  in cases where the preliminary findings suggest a possible criminal offence, the consultation with the Board and/or legal advisors (internal and/or external), decide if the matter should be referred to the relevant authorities, such as the police or the Malaysian Anti-Corruption Commission (“MACC”) for further action; or
• (e)  determine any other course of action that the Chairman deems fit having regard to the circumstances of the matter reported and the fairness of the conduct of any investigation.

(iv)  If the matter is closed or if the matter has been referred to the appropriate authorities, subject to any legal requirements or prohibitions, the MD or Independent Person will inform the Whistleblower on the matter accordingly.

C. FULL INVESTIGATION

(i)  In the event a full investigation is to be conducted, the MD or the Independent Person and/or any other persons appointed by the Chairman shall jointly conduct the investigation and endeavour to complete such investigation within two (2) months. Any extension of the time required for the completion of the investigation shall be subject to the Chairman’s approval.

(ii)  In the event a full investigation is being conducted, all Employees shall give their full cooperation to any investigation conducted.

(iii)  In the event a full investigation is to be conducted on a report of Improper Conduct by the MD and the Board decides to appoint an external independent party to conduct or to assist in conducting the investigation, the terms of appointment of the said external independent party shall be approved by the Board.

(iv)  All information, documents, records and reports relating to the investigation of an Improper Conduct shall be kept by the Company Secretary securely to ensure its confidentiality.

D. FINDINGS OF INVESTIGATION & DECISION

(i)  Upon the conclusion of an investigation in a case where the MD is not implicated, the investigation report shall be reviewed by the MD . Upon the review of such investigation report, the MD shall determine whether the allegation could be substantiated or not. In the event the allegation is substantiated, the MD will identify and recommend any corrective action required to be taken to mitigate the risks of such Improper Conduct recurring and recommend to the Board if disciplinary action is to be taken against the wrongdoer(s). The Board will review the final report and decide on the corrective action required to be taken and/or the disciplinary action required to be taken (if any).

(ii)  Upon the conclusion of an investigation in a case where the MD is implicated, the Board shall review the investigation report. Upon the review of such investigation report, the Board shall determine whether the allegation could be substantiated or not. In the event the allegation could be substantiated, the Board will identify and recommend any corrective action required to be taken to mitigate the risks of such Improper Conduct recurring and deliberate if disciplinary action is to be taken against the wrongdoer(s).

(iii)  Subject to any prohibition in law or any legal requirements, the MD or the Independent Person will inform the Whistleblower that the investigation has been completed and the findings have been presented to the Board. As the findings are confidential, the details of the findings will not be disclosed to the Whistleblower.

E. CORRECTIVE ACTION

(i)  The MD or the Independent Person shall carry out the decisions of the Board in relation to the findings of the investigation.

(ii)  Where applicable, the MD shall institute the appropriate controls to prevent any further wrongdoings or damage to the Group.

F. DISCIPLINARY ACTION

(i) Any disciplinary action against any Employee, the MD shall be carried out in accordance with the procedures for disciplinary action stipulated in the Group’s Code of Ethics and Conduct.

APPENDIX 1

REPORT OF IMPROPER CONDUCT, WRONGDOINGS, CORRUPTION, FRAUD AND/OR ABUSE

Type or complete in ink and return this form to:

• Independent Non-Executive Director, SOCC Holdings Berhad
  Gabriel Kok Khoo & Co.
  Lot 271, 1st Floor, Taman Jade Manis, 98000 Miri, Sarawak
  E-mail: gabriel@socc.com.my

1. Name of the person(s) whom you are reporting to have committed an improper conduct, wrongdoing, corruption, fraud, waste / abuse.
2. Name of the division/department in which that person is attached.
3. Please provide a summary of the alleged improper conduct, wrongdoings, corruption, fraud, waste &/or abuse that you are reporting.
4. Please attach the documentation to support your claim.
5. Provide information on relevant witnesses, if any, including phone number, email and/or the best way to get in touch with them.

Witness #1
Name :
Phone No.
Email

Witness #2
Name
Phone No.
Email

Any additional information concerning these witnesses:-

6. If possible, please provide dates (month, day, year) that the alleged activity occurred.
7. Please provide any other information you may find relevant.
8. You may wish to remain anonymous. However, if you do not want to be anonymous, please provide your name, phone number and email in order to assist us in our investigation.

Your Name
Your Phone No.
Your Email