Whistle Blowing Policy

Whistle Blowing Policy

  1. INTRODUCTION
    1. TEHO International Inc Ltd. and its subsidiaries (collectively, the “Group”) is committed to upholding and maintaining the highest standard of corporate governance and fair dealing in enhancing and safeguarding the best interest of all its employees, customers, business partners, shareholders, the authorities and communities we operate in.
    2. The following whistle blowing policy aims to regulate the conduct of employees and business dealings in:
      1. preventing the occurrence of unethical or unlawful conduct of business dealings;
      2. providing a proper avenue for employees, customers, business partners and other stakeholders to raise legitimate concerns about actual or suspected improprieties in matters of financial reporting, business dealing or conduct of its personnel;
      3. immediately stopping any such activities when detected; and
      4. disciplining employees who are engaged in unethical or unlawful business conduct.
  2. WHAT IS WHISTLE BLOWING?

    Employees are expected to demonstrate the highest professional standards and ethical conduct in the performance of their duties. They are encouraged to bring to the attention of management any unethical or unlawful business conduct or dealings, with the intention that the necessary corrective actions will be taken to address the violation(s).

  3. WHO IS A WHISTLE BLOWER
    1. A whistle blower is usually an employee (or former employees, suppliers, customers or other stakeholders) who, in the course of his/her duties, has witnessed or who has actual knowledge that another fellow employee has previously engaged, currently engaging or will be engaging in practices of unethical or unlawful business conducts or dealings, and decides to highlight these practices to management, substantiated with proper evidence, with a view that reasonably necessary corrective actions can be taken to prevent the occurrence of such undesired practices.
    2. Whistle blowing is not a means by which a disgruntled employee can abuse, inflict revenge on or sabotage a fellow employee or any personnel of the Company without any just cause or to hold an employee at ransom or for blackmailing (which is a criminal offence). Any such whistle blowing must be genuine, substantiated with proper evidence, and directed to the Chairman of the Audit Committee within a reasonable time. Also, where necessary, employees, former employees or complainant must be prepared to testify or provide statements of such alleged actions. Whistle-blowing claims by way of anonymous letters, or unfounded or malicious allegations made against another employee or any personnel of the Company will not be acceptable.
    3. A whistle blower need not have to be directly or indirectly affected by or have a personal interest in the outcome of, the actions giving rise to the whistle blowing. So long as an employee, former employee or complainant has a genuine concern and reasonable grounds to believe that the actions of a fellow employee or personnel of the Company is in breach or will be in breach of ethical conduct and fair dealing, he/she can be a whistle blower. However, a whistle blower must act in good faith at all times.
  4. ACTIVITIES GIVING RISE TO WHISTLE BLOWING

    The Policy is intended to facilitate whistle-blowing relating to improper, unethical or fraudulent conduct in the following general areas:

    1. Accounting, internal controls, auditing or financial reporting matters
    2. Breach of or failure to implement or comply with policies, procedures, rules or internal controls, including those in each of the Group companies’ Employee’s Handbook, as may be amended, varied or supplemented from time to time
    3. Impropriety, corruption, acts of fraud, misuse of assets
    4. Abuse of power or authority
    5. Non-disclosures of significant conflict of interest situations
    6. Intentional provision of incorrect information to relevant public bodies
    7. Engagement in activities or practices that will pose a danger to the health and safety of another employee or any third party, or any activities that will be hazardous or damage the environment
    8. Fraud, for example (i) falsification or alteration of the Group’s records, accounts or financial information; (ii) submission of false invoices and claims for reimbursement of expenses; (iii) failure to account or misuse of the Group’s monies in possession; and (iv) knowingly provide information which is false or misleading
    9. Unethical or unlawful conduct for example bribery or acceptance of monies, gifts or monetary benefits in exchange for personal favours, violence or threatened violence and bullying
    10. Engaging in activities prohibited by law or activities in breach of any legal or contractual obligations for example failure to perform any material terms of any contracts or agreements without any lawful reason
    11. Any other serious and improper matters which may cause loss or damage to the Group
    12. Concealing information about any of the above.
  5. ACTIVITIES GIVING RISE TO WHISTLE BLOWING
    1. All concerns shall be set forth in writing and forwarded in a sealed envelope to the following:-

      The Chairman of the Audit Committee
      TEHO International Inc Ltd.
      c/o 1 Commonwealth Lane #09-23
      One Commonwealth
      Singapore 149544

    2. The envelope should be clearly labelled:

      Private and Strictly Confidential.
      To be opened by the addressee only. Submitted in accordance with the Whistle Blowing Policy of TEHO International Inc Ltd.

    3. If the whistle blower would like to discuss any matter with the Audit Committee Chairman, the whistle blower should indicate this in the submission and include a valid telephone number and email address at which he or she may be contacted.
    4. The Group encourages the whistle blower to identify himself/herself when raising a concern or providing information, in order to facilitate further follow-up and clarification on information provided during the investigation process. Concerns expressed anonymously are more difficult to look into and to protect the whistleblower’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 per se and may be inconclusive as to whether the Audit Committee Chairman will be able to proceed further with the investigation.
    5. In the event that the concern raised involves the Audit Committee Chairman and the channel above is not suitable, the concern shall be set forth in writing and forwarded in a sealed envelope to:-

      The Chairman of the Board of Directors
      TEHO International Inc Ltd.
      c/o 1 Commonwealth Lane #09-23
      One Commonwealth
      Singapore 149544

      In such circumstances, the Chairman of the Board will substitute the Audit Committee Chairman as the investigating officer of the complaint or concern submitted, and all roles and responsibilities of the Audit Committee Chairman under section 6 of this policy shall apply to the Chairman of the Board.

  6. INVESTIGATION PROCEDURES
    1. The Audit Committee Chairman is responsible for investigating and/or resolving all complaints or concerns submitted under this policy. The Audit Committee Chairman shall advise the Chairman of the Board, Chief Executive Officer (“CEO”), Chief Financial Officer and/or Audit Committee of complaints or concerns received, prior to the date of his final report, unless the Audit Committee Chairman determines that it would be inappropriate in the circumstances.
    2. Following the receipt of any complaints or concerns submitted, the Audit Committee Chairman will investigate each matter reported and will recommend that the Chairman of the Board and/or CEO take corrective and disciplinary actions, if appropriate.
    3. Corrective and disciplinary action may include a warning or letter of reprimand, demotion, exclusion from salary increment exercise, or reduction in bonus, suspension without pay, termination of employment and civil or criminal prosecution.
    4. The Audit Committee Chairman may enlist other employees or directors or external legal, accounting or other advisors to assist in conducting any investigations.
    5. In conducting the investigation, the Audit Committee Chairman shall use reasonable best efforts to protect the confidentiality and anonymity of the whistle blower, subject to the Audit Committee Chairman’s need to conduct a thorough investigation. While the Audit Committee Chairman must use his reasonable best efforts to maintain anonymity, it may be necessary to identify the whistle blower or may be possible for third parties to deduce the whistle blower’s identity. The Group may also be required to disclose the information and identity of the whistleblower where there is a legal obligation to do so, to aid in criminal investigations and to facilitate the preparation of professional advice (i.e. accounting or legal) for statutory purposes. For these reasons, anonymity cannot be guaranteed.
    6. The Audit Committee Chairman shall advise any employee or director that has been named in a complaint or concern at an appropriate time during the investigation. Unless the Audit Committee Chairman determines that it would be inappropriate in the circumstances, the person named will have an opportunity to respond to the complaint or concern in writing, and that response will be included in the Audit Committee Chairman’s final report.
    7. The Audit Committee Chairman shall report any valid enquiries or complaints received, including the results of his or her investigation, to the Audit Committee and the Board of Directors.
    8. The Audit Committee Chairman shall report at least annually to the Audit Committee on this policy and his activities under it and shall immediately report on any matters under this policy relating to the Company’s internal controls and the integrity of its financial results.
    9. The Audit Committee Chairman shall retain records regarding complaints reported in a secure manner for a period of not less than five years.
  7. NO RETALIATION
    1. The Whistle Blowing Policy is intended to encourage and enable employees, directors and officers to raise serious concerns within the Group, rather than seek resolution outside the Group. Accordingly, the Group does not permit retaliation or harassment of any kind against individuals for complaints submitted hereunder that are made in good faith and intention. However, malicious complaints or complaints known to be false may result in disciplinary action(s) being taken against the complainant.
  8. AMENDMENTS
    1. Revisions, amendments or alternations to this policy can only be implemented following consideration and approval by the Board of Directors.

Updated on 13 February 2020