Whistle Blowing Policy
This outlines the Whistle Blowing Policy of CHIP ENG SENG CORPORATION LTD (CES).
- CES is committed in conducting business high integrity and honesty and expects all employees to adhere to its policies and procedures.
- CES adopts a “zero tolerance” approach to unethical behaviour or conduct prevailing in the Company.
- The Whistle Blowing (“Policy”) is intended to help employees who have major concerns over any wrongdoing within the CES Group of Companies relating to unlawful conduct, financial malpractice or dangers to the public or environment.
- Whistle Blower: A Whistle Blower is an individual who raises in good faith a complaint or concern to CES regarding any improper or illegal conduct within the Company.
The Whistle Blower’s role is as a reporting party, not an investigator or a finder of facts and does not determine the appropriate corrective or remedial action that may be warranted.
- Good Faith: Good faith is evident when the report is made without malice or consideration of personal benefit. The Whistle Blower has a reasonable basis to believe that the report is true. However, a report does not have to be proven to be true to be made in good faith. Good faith is lacking when the disclosure is known to be malicious or false.
CES recognises there will be times when a Whistle Blower makes a report in good faith which later proves to be unsubstantiated. However, it will take action against those who intentionally or maliciously give false or misleading information against someone else.
This is applicable to all the Directors and employees of CES Group of Companies. They are expected to carry out their duties as required and conduct themselves in a professional manner at all times and in ways that bring credit to themselves and the CES Group of Companies.
Directors and employees are required to observe high standards of business and personal ethics, honesty and with integrity in fulfilling their responsibilities within all applicable laws and regulations. Being a public company, Directors and employees are socially responsible in ensuring that this is practised within the organisation, consistent with the Company’s code of ethics.
- The intended aims of this policy are to:
a) Deter wrongdoings and to promote standards of good corporate practice;
b) Encourage employees to feel confident in raising serious concerns and to question and act upon their concerns;
c) Provide ways for employees to raise these concerns and get feedback on any action taken as a result;
d) Ensure that employees get a response to their concern;
e) Reassure employees that if they raise any concerns in good faith and reasonably believe them to be true, they will be protected from possible reprisals or victimization, to the extent where the situation allows;
f) It is not intended to be used where other more appropriate procedures are available, for example:
- Through the Human Resources Department concerning personal grievances, feedback and/or comments.
g) Assist to develop a culture of openness, accountability and integrity.
- Some examples (which are not meant to be exhaustive) of misconduct that should be reported pursuant to the Policy are as follows:
- Financial mal-administration / malpractices / impropriety / fraud
a) A criminal offence (e.g. fraud, corruption or theft) has been or is likely to be committed.
b) Fraud whether actual or suspected or deliberate error in preparing, evaluating or review of any financial statements, recording and maintenance of the financial records of CES Group of Companies.
c) Actual or suspected deficiencies in or non-compliance with the Group’s internal controls and procedures.
d) Any misrepresentation whether actual or suspected by an officer or auditors regarding a matter contained or required to be contained in the financial records, reports or audit reports of CES Group of Companies.
e) Information relating to any of the above being deliberately concealed or attempts are being made to conceal the same.
- Abuse of Authority / Gross Misconduct / Gross Waste of Resources
a) Corruption and Bribery
b) Misappropriation of Funds
c) Misappropriation of Cash Sales
d) Misuse of Petty Cash
e) Unauthorised Discounts
f) Abuse of Float Money
g) Falsifying of Documents & Records (including Attendance Records)
h) Pilferage of Stock-in-Trade
i) Abuse of Authority for personal gains
j) A criminal offence
k) Health or safety of any individual has been or is likely to be endangered
l) Discrimination or physical abuse of any member of staff or service
m) Discrimination to any member of staff on grounds of sex, race or disability
n) Any conflict of interest in any activity that is, or appears to be, opposed to the best interest of the CES Group of Companies
o) Information relating to any of the above being deliberately concealed or attempts are being made to conceal the same.
CES will do its best to protect identify of the Whistle Blower when he/she raises a concern and do not want his/her name to be disclosed. It must be appreciated that the investigation process may reveal the source of the information and a statement by the said employee may be required as part of the evidence.
- Anonymous Reports
The Company strongly encourages Whistle Blower to state his/her name to his/her report. CES is committed to protecting Whistle Blower who make reports under this Policy, so there should be no reason to report anonymously. An anonymous report means that the Whistle Blower has not revealed his/her identify to the Company. In this respect, a report without the provision of contact details such as an email or cellular number or without the complainant’s identity will be deemed an anonymous report. Please be advised that the investigation of a report may not be conducted or may be hindered if contact cannot be made with the complainant to obtain clarification or further information.
In addition, the Company is obliged and committed to respect the rights of all employees, officers and directors, including those against whom complaints are made and the right of such persons, in due course, to know the identity of their accusers. The identity would, however, not be disclosed unless it is necessary for the purpose of an investigation and/or subsequent action.
- Raising Concerns
Concerns may be raised either verbally, in writing or both. As it is essential for the Company to have all critical information in order to be able to effectively evaluate and investigate a complaint, the report made should provide as detailed and specific as possible. The report should include but not limited to: details of the parties involved, dates or period of time, the type of concern, evidence substantiating the complaint, where possible, and contact details.
- Any employee who has reasonable belief that there is serious misconduct may raise a concern under the procedures detailed in (6.6) below. The issues raised may relate to another employee, a group of employees, a department within a subsidiary company or a subsidiary company. Concerns must be raised without malice and in good faith and the employee making the disclosure must reasonably believe that the information disclosed, and any allegations contained in it, are substantially true. The disclosure must not be made for personal gains and should not be mere expression of grievances. Any employee who makes disclosure for purposes of personal gain, or makes it maliciously or vexatiously may be subject to disciplinary actions.
- In view of the protection afforded to an employee raising a bona fide concern, it is preferable if that individual put his or her name to any disclosure to facilitate any further need for clarification or information. The identity of the person raising the matter will be kept confidential, if so requested, for as long as possible provided that this is compatible with a proper investigation. Anonymous complaints are not covered by this procedure, but may be reported, investigated or acted upon as the management sees fit, having regard to the seriousness of the issue raised, the credibility of the complaint, the prospects of being able to investigate the matter, and fairness to any individual mentioned in the complaint.
A report may be made or any concern may be raised to a designated email persons:
Dr Neo Boon Siong
Chairman of the Audit and Risk Committee
Email Address: email@example.com
Mr Ang Mong Seng
Lead Independent Director
Email Address: firstname.lastname@example.org
Mr Raymond Chia
Group Chief Executive Officer
Email Address: email@example.com
Mr Tan Tee How
Email Address: firstname.lastname@example.org
a) Investigated internally
b) Referred to External Auditors
c) The subject of Independent enquiry
To the fullest extent possible, the employee who made the report will be informed of the outcome of the investigation and any action that was taken.
Any investigation will be conducted as sensitively and speedily as possible. Any member of the Reporting Committee may authorise an initial investigation to establish the relevant facts. The investigation may be conducted by the Internal Auditors/External Auditors in case of a financial irregularity, or by another person. The investigator will report his or her findings to the Reporting Committee, which will then decide if there is a case to answer and what procedures to follow. This may include taking steps with the competent authority to set up a special internal independent investigation or reference to external authority such as police, for further investigation. The decision may be that civil and/or criminal proceedings be taken, in addition to appropriate disciplinary actions.
- An official written record will be kept of each step of the above procedures and for future reference. Examples include:
a) Copy of the complaint signed by the Whistle Blower
b) Date, time & venue of the investigation;
c) Persons interviewed during the investigation;
d) Interview notes, information or documents received, collected or collated during the investigation;
e) External advice received, if any;
f) Investigation report signed by the investigator
g) Reports to the Commercial Affairs Department or other relevant Government or external authorities, if any;
h) Conclusion or recommended action;
i) Draft report to Audit and Risk Committee;
j) Minutes of meeting deliberating the investigation results and the draft ARC report and any amendments thereof and signature of the Chief Executive Officer signifying the completion of the investigation.
The Audit and Risk Committee will receive a summary report every quarter disclosing the complaints made (and the relevant details thereto) during the previous quarter.
For purposes of employee appraisal, increment as well as promotion prospects, the Company will take into account the actions of those employees who have assisted to protect the interests of the Company.
- The Risk and Compliance Department is responsible for maintaining, reviewing and updating this Policy, subject to review and endorsement by the Audit and Risk Committee of CES, and for overseeing Human Resource Department for issuing an annual circular to all employees reminding them that the Policy is in place.
- In addition, the Policy shall be uploaded onto CES website and also posted on Employee Notice Boards for transparency and ease access by employees.
- This Policy shall be included in the training materials or induction packs for all new employees.
- The Company may modify this Policy to maintain compliance with applicable laws and regulations or accommodate organisational changes within CES.
Anti-Bribery and Corruption Policy
This outlines the Anti-Bribery and Corruption Policy of CHIP ENG SENG CORPORATION LTD ("CES").
- Corruption undermines healthy competition, increases the cost of business operations, tarnishes Corporate and Individual integrity and poses significant reputational risks.
- This Policy reiterates CES’ commitment to conducting business with utmost honesty and uncompromised integrity and in full compliance with applicable Anti-Bribery and Corruption laws where our businesses are operated. In the event that the local laws are more restrictive than this Policy, the more stringent domestic requirement(s) shall apply.
- This Policy prohibits bribery and corruption acts of all kinds including the offering, promising, authorising or providing anything of value to any customer, business partner, vendor or other third party in order to induce or reward the improper performance of an activity connected with our business.
- This Policy reflects the standards to which the CES Group expects all CES Personnel to strictly adhere and comply.
- “CES” refers to Chip Eng Seng Corporation Ltd.
- “CES Group” refers to CES and its subsidiaries.
- “CES Personnel” refers to all employees (full and part-time), contract workers, consultants, officers and directors of any entity within the CES Group (whether in or outside Singapore).
- A “Bribe” refers to anything of value that is offered, given, received, promised, authorised or provided to any party including customer, business partner, vendor or other third party etc, in order to secure, induce, reward, keep an improper or unfair advantage for commercial and/or personal gain.
- “Corruption” refers to the abuse of entrusted power or position for private gain. Bribery and Corruption can take many forms including the offering, provision or acceptance of item and/or service with value like cash, gifts of cash equivalents, services, kick-backs, opportunity of employment or internship, loan, travel, entertainment, hospitality, donations (including political or charitable ones), sponsorship, business opportunity, reimbursement of expenses and/or favourable terms.
- VALUES AND ETHICS OF THE CES GROUP
- Corruption is a serious matter, and comes from the weakness of human nature – greed, temptation, the desire to amass wealth or to obtain business through unfair means.
- The CES Group is committed to conducting its businesses and operations in an honest and ethical manner and is committed to acting professionally, transparently and fairly with integrity in all its business dealings and relationships. Accordingly, the CES Group does not condone any manner of bribery and corruption adopts a zero tolerance approach towards such acts.
- This Policy sets out CES Group's policies and guiding principles to conduct its business with honesty, fairness and high ethical standards. This Policy sets out the minimum standard that must be followed. Where local laws, regulations or rules impose a higher standard, that higher standard must be followed.
- This Policy is to be read in conjunction with other related policies including the CES Code of Conduct and the CES Whistle Blowing Policy which sets limits on travel and entertainment expenditure.
All CES Personnel must at all times comply with this Policy and all relevant anti-bribery and corruption laws including the Singapore Prevention of Corruption Act, the UK Bribery Act, the US Foreign Corrupt Practices Act, the Australian Criminal Code Act and other similar anti-bribery laws where the CES Group does business.
- AIMS AND SCOPE OF THIS POLICY
The intended aims of this Policy are to:
(i) set out our responsibilities in observing and upholding the CES Group's position on bribery and corruption; and
(ii) provide information and guidance on how to recognise and deal with bribery and corruption issues.
- CONSEQUENCES OF VIOLATION
- For the Involved Individual
The CES Group takes a strong stand against incidences of bribery and corruption and will not hesitate to take severe disciplinary action against the individual involved, including dismissal and referring the matter to the police and other appropriate law enforcement body for further investigation. If dismissed from employment as a result of being found guilty of bribery or corruption, the CES Personnel involved will also be blacklisted from any future employment with the CES Group.
A bribery or corruption offence can attract heavy fines and/or even jail terms and consequently a blemished record that cannot be erased.
You should take note that many countries, including Singapore, have anti-bribery and corruption laws that have extra-territorial powers. This means that if you have committed an act of bribery or corruption, you can be subject to investigation or prosecution if that act is somehow connected to that country, EVEN IF you are not a citizen of that country and/or that act is not actually committed in that country.
- For the CES Group
The CES Group could also face severe ramifications as a result of any of its CES Personnel being found to be guilty of bribery or corruption. The CES Group may be subject to heavy fines, lawsuits and other civil penalties as well as be blacklisted from doing business (for example, excluded from tendering for public contracts). This will have damaging repercussions to the reputation and financial performance of the CES Group.
Conversely, adopting a clean business will enhance the corporate image and competitive edge of the CES Group and makes it attractive for business partners and clients to work with the CES Group.
- For the Involved Individual
- REPORTING ACTUAL OR SUSPECTED WRONGDOINGS
- Whistle Blowing Policy
All CES Personnel should be well versed with the CES Whistle Blowing Policy. If you are aware, observe or suspect that a colleague or any person dealing with CES Group is acting in a manner that is or may be in contravention of this Policy, you have an obligation to report it.
You can make a report or raise your concern to the Reporting Committee as detailed in the CES Whistle Blowing Policy. For the procedures on how to make a report, please refer to the CES Whistle Blowing Policy.
- Do Not Be a Silent Witness
Any CES Personnel who fails to report known or suspected violations may also be subject to disciplinary action. Such failure to take appropriate action will further be taken into account for during his/her employee appraisal.
The CES Group assures all CES Personnel that it is committed to adopting a fair approach and not act just based on speculation. Any report will be fully investigated before punitive action is taken.
- Do Not be an Unwitting Victim
It is NOT a valid excuse or defence that:
(i) you did not intend to personally benefit from the corrupt act or practice but did so for the benefit of some other person, including the CES Group;
(ii) you are acting on the instruction of your supervisor;
(iii) you personally believe such acts or practices are necessary or justified in order for the CES Group to remain competitive or profitable; or
(iv) you personally believe that such acts or practices are common or normal business acts in a particular country or industry.
Prohibited conduct and activities may take many forms and all CES Personnel need to remain alert and discerning at all times. For instance, if you find yourself in a situation where you are pressured to commit or participate in acts of bribery or corruption (whether by your superior, a business partner or a government official), you should immediately inform your Head of Department or report the matter to the Reporting Committee as per the CES Whistle Blowing Policy; or if you have inadvertently or unintentionally become involved in a corrupt situation, extricate yourself from the situation as soon as you become aware of the corrupt element and you should similarly and without delay inform your Head of Department or report the matter to the Reporting Committee as per the CES Whistle Blowing Policy.
- Reporting Without Delay
Reporting should be made without delay as prompt reporting and resolution of corruption or bribery issues in many cases are required by applicable law or regulatory requirements.
Prompt reporting can help management to take swift and appropriate action against the perpetrator and nip the issue in the bud. This can also mitigate any loss and damages to the CES Group.
- Confidentiality and Non-Retaliation
Any report made in accordance with the CES Whistle Blowing Policy will be treated with utmost confidentiality to the extent permitted by law. No CES Personnel acting in good faith will suffer adverse consequences to his employment or retaliation for reporting or for refusing to engage in prohibited conduct, even if such refusal results in loss of business opportunities to the CES Group.
All CES Personnel should be assured that there will be no retaliation taken against anyone who has, in good faith, (i) sought advice regarding conduct that may be implicated by this Policy, (ii) has reported a good faith suspicion of a violation of this Policy, or (iii) refused to participate in any conduct that may violate this Policy.
- Whistle Blowing Policy
- GUIDELINES ON PROHIBITED CONDUCT
- What is prohibited?
Receiving, asking for or giving any gratification as an inducement for a person to do a favour with a corrupt intent constitutes prohibited conduct. There are many kinds of gratification or bribes, including money, sexual acts, properties, promises, services and gifts, even if nominal in value. In return, a person may ask for favours which can include unfair business advantages, confidential information and other special privileges or improper benefits.
Prohibited payments, offers or receipts are not permitted at all times, whether or not they are given or to any person in a private enterprise, business or entity, and regardless of whether they are given or received directly or indirectly by another person or entity of behalf of the CES Group. There is a presumption of corrupt intent if anything of value is given to employees under Singapore laws.
Any act of bribery will not be tolerated even if purportedly made with the intention to advance business opportunities to the CES Group and without the CES Personnel involved receiving any personal benefit. Further, if you are the recipient of gifts and entertainment given with the deliberate intention of gaining or trying to gain an unfair disadvantage, you are liable for corruption regardless of whether you are able to fulfil the request of the giver.
Given the potentially severe legal and other consequences of corruption, all CES Personnel should avoid any conduct that creates even the appearance of improper activity or conduct.
- Specific Guidance on Common Forms of Prohibited Conduct
(i) Gifts and hospitality, travel and entertainment: It is the responsibility of the CES Personnel extending or receiving such a gift, hospitality or travel and entertainment benefit to ensure that it is not a bribe;
(ii) Charitable contributions: CES Personnel must not use charitable contributions as a way of concealing a bribe;
(iii) Offers of employment: You should not offer employment, procure and/or create an opening within the CES Group in exchange for a personal benefit or seek an unfair advantage in any business negotiation. See also Paragraph 10 on Hiring Decisions.
The above list is by no means exhaustive; the guiding principle is that you should not engage in any activity that may result in a violation of this Policy. If you are unsure whether your action or non-action will result in a non-violation of this Policy, please bring the matter to the attention of your Head of Department.
- What is prohibited?
- Examples of situations that should raise 'red flags' and be reported
(i) Where a third party requests for payment in cash or for no records to be made of payments and/or refuses to sign a formal contract or to provide an invoice or receipt for the payments made.
(ii) Where a third party requests for payments of unexpected additional fee or commission or reimbursements of extraordinary or vague expenses, whether or not to 'facilitate' a service.
(iii) Where a third party requests for payments or other non-cash benefits to 'overlook' certain breaches or non-compliance.
(iv) Where you receive invoices which appear to be non-standard or the payment request exceeds what is stated in the invoice or the invoice indicated payment for a fee or commission which appear large given the services stated to have been provided.
(v) Where a third party demands lavish entertainment, hospitality or gifts before commencing or continuing with contractual negotiations or provision of services.
(vi) Where you are offered gifts or hospitality by a third party that is disproportionate to normal practices.
(vii) Where you are, or are aware of any CES Personnel who is, subject to threats or retaliation from a fellow CES Personnel or otherwise for refusing to commit or collude in a bribe or corrupt act.
- The CES Group does not condone dealings with unethical Third Parties. In many jurisdictions, improper acts of Third Parties can create criminal liability for the entities which have dealings with these Third Parties; the CES Group does not wish to be held liable for any of such Third Parties who may have made bribes whilst acting for us, whether with or without our knowledge.
- Accordingly, it is very important that an appropriate level of due diligence (with the level of risk of bribery in mind) of Third Parties representing the CES Group or providing services the CES Group, are undertaken before any such Third Party is engaged. Due diligence involves the investigation and evaluation of prospective Third Parties by way of background checks and research to assess the risk of their engaging in bribery.
- When considering whether due diligence should be performed or deciding what level of due diligence should be performed on a Third Party, the following risk-based factors should be taken into account (but are by no means exhaustive):
(i) the nature and structure of the transaction (certain types of transactions give rise to higher bribery risks, eg. those involving government officials);
(ii) the reputation and professional capacity and experience of the Third Party;
(iii) any evidence or suggestion of an improper motive for hiring the Third Party; and
(iv) whether there is information suggesting that the Third Party may engage another party to assist in in completion its work for the relevant CES Group entity.
- CES Personnel who deal with Third Parties are responsible for taking reasonable precautions to ensure that the Third Parties conduct business ethically and are aware of our zero-tolerance approval to bribery and corruption.
- The CES Group will not hesitate to terminate its relationship with any Third Party whose actions deviates from the anti-bribery and anti-corruption standards and expectations of the CES Group.
- Independence in Hiring
CES Personnel should not place themselves in a situation where they are made to compromise the interests of the CES Group by a current or prospective business partner, vendor, or customer in a hiring process.
- Hiring should not be made in exchange for benefits
While there is no absolute prohibition on hiring persons recommended by others, such hiring decisions should not be part of any decision that is related to the commercial transactions of the CES Group. Offers of employment should not be given in exchange for or to reward any benefit received by the CES Group.
In particular, the hiring of politically exposed persons (such as government officials) or their close family members should be reviewed by the Chief Human Resources Officer and the Group Chief Executive Officer to ensure that the hiring is not an inducement for future business.
If a current or prospective business partner, vendor, or customer gives a benefit to any CES Group entity in exchange for the hiring of a suggested person, or if any such person threatens to take adverse action if the suggested person is not hired, the correct approach to take is not to hire the suggested person.
Please refer to the CES Whistle Blowing Policy on what you should do if you encounter such a situation.
- The CES Group also recognizes that the exchange of business courtesies, such as gifts, meals and entertainment (including invitations to attend events), is a common practice for various legitimate reasons, including to create goodwill, establish trust in relationships, improve the image of a commercial organization, or better present products or services. Such courtesies are allowed, provided that the value of the gift, meal or entertainment of the accepted business practices of the industry, and is not intended to improperly influence the decisions of the person involved.
- This Policy does not prohibit normal and appropriate hospitality (given and received) to or from third parties and the giving or receipt of gifts, provided that this is done in accordance with the approval of the Group Chief Executive Officer.
- The Risk and Compliance Department is responsible for maintaining, reviewing and updating this Policy, subject to review and endorsement by the Audit and Risk Committee of CES and the HR Department is responsible for issuing an annual circular to all CES Personnel reminding them that the Policy is in place and whenever there is revision in the Policy.
- In addition, this Policy will be uploaded onto CES website and also available through Employee Communication channels for transparency and easy access by all CES Personnel.
- This Policy shall be included in the training materials or induction packs for all new employees.
- This Policy may be modified from time to time for compliance with applicable laws and regulations or to take into account organisational changes within the CES Group.
As part of the CES Group's ongoing compliance commitment, all CES Personnel must receive and review a copy of this Policy. All CES Personnel must then certify in writing using the certification attached at Annex I. CES Personnel are required to provide such certification upon joining the CES Group, following updates to this Policy, and as otherwise required.
Training for CES Personnel will be conducted based on management's assessment of the level of risk and scope of compliance responsibility which the relevant personnel is exposed to in his/her course of work. Attendance records will be maintained for such training sessions.
Prohibited conduct and activities may take many forms and all CES Personnel need to remain alert and discerning at all time. Full cooperation is required from CES Personnel to prevent, detect any forms of corruption and bribery.
This Policy and any training session conducted in connection herewith do not and cannot reasonably cover every situation that you may face in the course of your work with the CES Group. If you are in doubt as to how you should apply any of the provisions of this Policy, you are strongly encouraged to seek guidance from your Head of Department or the CES Legal Department.
As a CES Personnel, you are required to read and understand the CES Group’s Anti-Bribery and Corruption Policy (the “Policy“), and acknowledge that you have done so and will comply with it.
Upon signing, this Certificate shall be submitted to the Human Resources Department.
In signing this Certification, you:
(i) acknowledge that you have read and understand the Policy and in particular, that a violation of the Policy would constitute a disciplinary offence that could result in disciplinary action, which could extend to termination of your employment;
(ii) confirm that you will comply with the Policy during your employment with the CES Group; and
(iii) confirm that you will report any known or suspect violations of the Policy or anti-corruption laws in accordance with the CES Group’s Whistle-Blowing Policy; in this regard, you further acknowledge that any such report has to be made in good faith and without malicious intent.