CORPORATE DISCLOSURE POLICY
1.0 INTRODUCTION
As a public listed company, the Board of Directors (“the Board”) of LYC Healthcare Berhad (“the Company”) is committed to provide accurate, timely, consistent and fair disclosure of corporate information to the stakeholders to have a balanced understanding of the Company, its business, operations and financial performance. This information is directed to a diverse audience of shareholders, stakeholders and the public generally.
With the aim to enable the stakeholders to receive accurate information, the Company has taken into account the recommendations contained in the Malaysian Code on Corporate Governance (“MCCG”) and its disclosure obligations contained in the ACE Market Listing Requirements (“AMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) in formulating this Policy.
2.0 OBJECTIVES
The objectives of the Corporate Disclosure Policy and Procedures (“The Policy”) are as follows:
(i)
to provide guidelines, policies and procedures and ensure consistent approach to the Company’s disclosure practices throughout the Company;
(ii)
to ensure compliances with all applicable legal and regulatory requirements on disclosure of material information (refer to Section 6); and
(iii)
to provide effective Investor Relations (“IR”) programme and strategy to communicate the Corporate vision, strategies, developments, financial performance and prospects to investors, financial community and other stakeholders fairly and accurately and to obtain feedback from the stakeholders.
This policy applies to the Board of Directors and employees of the Company.
It covers all disclosures provided to Bursa Securities and all other regulatory bodies, written statement made in the Company’s annual report and quarterly reports, financial and non-financial disclosures, letters and circular to shareholders, press releases and information contained in the Company’s website. It also includes any communication, oral or written, to external parties via meetings, briefings, investor conferences, interviews and other channels.
3.0 AUTHORISED SPOKESPERSON
The authorised spokesperson for the Company is the Chairman of the Board of Directors, the Managing Director cum Chief Executive Officer or Executive Director and Investor Relations, and any other Officers as may be authorised by the Managing Director or the authorised spokespersons.
Employees other than authorised spokespersons should not respond to requests for Company information from Bursa Malaysia, Securities Commission, & general public unless specifically asked to do so by Managing Director or the authorised spokespersons.
4.0 MODE OF DISCLOSURE
The Company makes use of a broad range of communication channels to disseminate information regarding the Company. These would include:
4.1
Electronic facilities provided by Bursa Securities;
4.5
Road shows or events; and;
4.6
Annual General Meeting;
5.0 MATERIAL AND CONFIDENTIAL INFORMATION
Material information is any information relating to the business, operations and financial performance of the Company which might reasonably be expected to have a material effect on:
a)
the market price or value of the Company’s securities, or market activity in the trading or its securities; or
b)
the decision to buy, sell or continue holding the Company’s securities by an existing holder of the securities, or an investor in determining his / her choice of action.
The AMLR of Bursa Securities and Corporate Disclosure (“CD”) Guide give comprehensive details and examples of what constitutes material information, and the Company will comply with the disclosure obligations expressed in those requirements or Guide where relevant.
However, materiality can be difficult to evaluate on occasion. The Company will always measure the materiality thresholds as prescribed in the Bursa Securities Listing Requirements and CD Guide.
Disclosure of material information may be temporarily withheld for exceptional circumstances provided that complete confidentiality is maintained. Where material information is withheld, the Company must refrain from delaying disclosure for an unreasonable period of time since it is unlikely that confidentiality can be maintained beyond a short period of time.
To protect the confidentiality of information, access to information should be restricted only to employees and third parties such as the Company’s auditors, bankers, lawyers or other professional advisors who require such information to properly execute their duties, and they are required to protect the confidentiality of such information.
In the event of an information leakage, or the accidental disclosure of unpublished material information, the situation will be addressed in line with the Company’s chain of authority and responsibility. If deemed necessary, the Company will make an appropriate announcement to Bursa as soon as possible, which may be followed by a press release and/or other communication modes.
6.0 ANNOUNCEMENT ON MATERIAL INFORMATION
The Company will follow a step-by-step approach, as shown below:
Step 1:
Approval is given for release of material information in line with the chain of authority and responsibility.
Step 2:
Immediately, on the same day, after market closure, an announcement is made to Bursa Securities. (Note: If the Company believes it would assist in having the news or information better understood and widely disseminated, Bursa Securities may be requested to temporarily suspend trading in the Company’s securities, so that an announcement can be made during trading hours.)
Step 3:
Issue of a press release by the Company to major newspaper(s) and newswire services in Malaysia, if deemed necessary.
Step 4:
A press briefing/presentation for various stakeholders, where applicable, including the media may be convened as and when necessary.
7.0 FINANCIAL REPORTS AND EVENTS
7.1
Quarterly Financial Reports
The quarterly interim financial results will be issued to the Exchange in the format which is in compliance with the AMLR after approval by the Board immediately on the same day or after market closure. Thereafter, a copy of the Quarterly report will be posted on the Company’s website.
The Annual Report will be printed and distributed to shareholders and other interested groups by either hardcopy or softcopy. An electronic copy of the Annual Report will also be available on the Company’s website.
7.3
Annual General Meeting
The Annual General Meeting is regarded as an important forum which is held to communicate with the shareholders on the Company’s performance, strategy, outlook and other operational matters. The meeting will be conducted in a manner which permits reasonable enquiry and the Company will endeavour to provide shareholders with information where possible.
Notice of the meeting will be announced to Bursa Securities and in a daily newspaper and will be in compliance with the AMLR of Bursa Securities.
7.4
Press Conference, Meetings and Interviews with Investors, Analysts and Media
A press conference will be called if there is an announcement of major corporate developments.
As part of the Investor Relations programme, the authorised spokespersons will meet the investors (including substantial shareholders), analysts or media from time to time to update them on the Company’s performance and developments, and will use such opportunity to seek their feedback and opinions on broader issues concerning the Company.
8.0 REPORTS AND RUMOURS
It is the Company’s policy not to provide forward statement/guidance to analysts in their efforts in developing the financial reports of the Company. The Company will point out any material factual errors or assumptions which are inconsistent with previously announced information. However, the Company will not review and comment on analysts’ reports, its conclusions or investments recommendations.
It is the Company’s policy not to respond or comment on market rumours and speculation, unless they appear to contain material information, or may be expected to affect the price of the Company’s securities or trading activity in those securities.
When a report or rumour about the Company contains material errors, the Company will issue an announcement to Bursa Securities to deny or clarify the rumour, and provide sufficient supporting information in accordance with the AMLR of the Bursa Securities.
In general, the Company will take a proactive approach to the addressing of reports and rumours, as to minimise uninformed speculation and promote an orderly market in its securities.
9.0 BLACKOUT PERIODS
To prevent the leakage of Company’s financial information, the Company subscribes to the Blackout period (also known as closed period) as stated in the AMLR, defined as a period commencing 30 calendar days before the targeted date of announcement up to the date of the announcement of the Company’s quarterly results to Bursa Securities.
10.0 FORWARD-LOOKING STATEMENT
A forward-looking comment may be given in the Quarterly Report and included in a subsequent press release or briefing. The Company will not normally provide any forecast of its future financial results but may provide comments on its future prospects.
Any forward-looking information will be accompanied by a disclaimer cautioning the reader that there are risk and uncertainties that can cause actual results to differ from what is indicated in the document.
11.0 PERIODIC REVIEW AND DISCLOSURE
The Company shall review this policy on periodic basis and communicate the new changes to all relevant parties.
12.0 CONTACT DETAILS
Mr Sui Diong Hoe
Tel: +603 – 7733 9222
Fax: +603 – 7733 4886
This Policy is approved and adopted by the Board of Directors on 11 July 2018.
DIRECTORS AND SENIOR MANAGEMENT REMUNERATION POLICY
1.0 INTRODUCTION
This policy sets out the criteria to be used in recommending the remuneration package of Directors and Senior Management of LYC Healthcare Berhad (“the Company”) and is in line with the best practice provisions of the Malaysian Code on Corporate Governance.
2.0 OBJECTIVES
This policy is designed to:
2.1
The salary for Executive Directors are set at a competitive level for similar roles within comparable markets, reflects the performance of the director, skills and experience as well as responsibility undertaken.
2.2
Directors' Fees are based on a standard fixed fee and are subject to approval by its shareholders at the Annual General Meeting.
2.3
The level of remuneration of the Executive Directors is determined by Remuneration Committee takes into consideration the Directors' contribution and commitment to the Company, the performance of the Group and the compensation levels for comparable positions among other similar industry.
2.4
In the case of Non-Executive Directors, the level of remuneration should reflect the experience and level of responsibilities undertaken by the particular Non-Executive Director concerned. Non-Executive Directors will be paid a basic fee as ordinary remuneration and they will also be paid a sum based on their responsibilities in Board Committees and for their attendances at the meetings.
2.5
Meeting Allowance - All the Directors are entitled to a fixed amount of allowance paid in accordance with the number of meeting attended during the year.
2.6
No Director other than Executive Directors shall have a service contract with the Company.
2.7
No Board member, whether Executive or Non-Executive, will be involved in deciding his own remuneration.
2.8
The Remuneration Committee may obtain independent professional advice in formulating the remuneration package of its Directors.
3.0 PERIODIC REVIEW AND DISCLOSURE
3.1
The Remuneration Committee should conduct a review on an annual basis of the criteria to be used in recommending the remuneration packages of the Directors and Senior Management. The Remuneration Committee should promptly communicate the new changes or amendments of the criteria to the Board and individual Directors.
3.2
The Board should disclose this policy in the Company’s website.
This Policy is adopted by the Board of Directors on 11 July 2018.
DIVERSITY POLICY
1.0 INTRODUCTION
The Board of Directors of (“the Board”) of LYC Healthcare Berhad (“the Company”) has adopted this Diversity Policy (“the Policy”) which is intended for the Company and its subsidiaries (collectively referred to as “the Group”).
The Policy sets out to promote diversity for the Board and workforce of the Group. Diversity in this context refers to age, gender, ethnicity, nationality, sexual orientation, cultural background, religious belief and social-economic status. Diversity also encompasses the way people differ in terms of education, life experience, job function, work experience, personality, location, marital status and career responsibilities.
This Policy is firmly aligned with the achievement of the Company’s business objectives, values and principles.
2.0 OBJECTIVES
The Company is committed to manage diversity, which may result from a range of factors including age, gender, ethnicity, nationality, cultural background or other personal factors, as a means of enhancing the Company’s performance by recognising and utilising contribution of diverse skills and talents from its directors, officers and employees.
3.0 POLICY STATEMENT
Building a diverse and inclusive culture is essential to the Group’s success to enable the Company respond to Malaysia’s diverse customer base. A truly diversified Board can enhance the effectiveness, creativity and capacity of the Board and Group.
The Company’s strategic intent for boardroom diversity is the attraction, retention and development of a diverse team of skilled people who are increasingly engaged towards the delivery of the Company’s strategies as set out in this Policy.
i) Board of Directors
-
Identifying potential candidates and balancing the mix of skills, expertise and industry experience, gender, age, ethnicity and backgrounds of Directors in the recruitment and selection process;
-
Retaining Directors based on merit, in the context of skills, time commitments and experience in order for the effective functioning of the Board;
-
The Nominating Committee has to consider the following responsibilities:
-
To take into consideration the benefits from boardroom diversity and to appoint candidates based on merit and without prejudice, when reviewing the Board’s composition;
-
To consider the balance of skills, experience, independence, knowledge and the diversity of representation on the Board, as part of the annual performance evaluation on the effectiveness of the Board, Board Committees and individual Directors;
-
To implement this Policy and to monitor progress towards the achievement of these objectives; and
-
Upon identifying the appropriate candidate to be appointed as director or board member, the Nominating Committee will make its recommendations to the Board for approval.
ii) Officers and Employees
In line with promoting diversity in the workplace, the Board has established the following procedures:
(i)
All persons, regardless of age, gender, ethnicity, cultural background or other personal factors, with appropriate experience and qualifications will be considered equally when recruiting new staff.
(ii)
There will be no preference given to male applicants for a position and will ensure that any women with appropriate experience and qualifications are considered equally in the recruitment and selection process.The setting of the remuneration levels of the officers and employees regardless of age, gender, ethnicity, cultural background or other personal factors without bias.
(iii)
All decisions associated with career advancement, including promotions, transfers, and other assignments, will have to meet the Company's needs and be determined based on skills and merit regardless of age, gender, ethnicity, cultural background or other personal factors.
iii) Training
All internal and external training opportunities will be based on needs regardless of age, gender, ethnicity, cultural background or other personal factors.
iv) Workplace Diversity Principles
The Company is committed to workplace diversity ensuring that we value and respect our differences and that our workplace is fair, accessible, flexible and inclusive and free from discrimination.
Promoting workplace diversity is everyone’s responsibility and includes:
-
practising and promoting behaviour consistent with the Company’s Code of Conduct and Ethics;
-
respecting different ways of thinking and using our employees’ different perspectives to improve business outcomes;
-
treat each other with respect and dignity;
-
provide a safe, secure and healthy workplace;
-
make decisions genuinely based on equity and fairness;
-
value the diversity of people; and
-
take appropriate action to eliminate discrimination.
4.0 MEASURABLE OBJECTIVES
The Board shall review and assess the effectiveness of the Policy on an annual basis to ensure that the objectives of relevant legislations were met and remain effective for the Group. Any changes to this Policy shall be deliberated and approved by the Board of Directors.
5.0 MONITORING AND REPORTING
Disclosure of the diversity of the board composition and workforce will be made in the Company’s Annual Report. The Annual Report will include a summary of this Policy.
This Policy is approved and adopted by the Board of Directors on 11 July 2018.
EXTERNAL AUDITORS ASSESSMENT POLICY
1.0 INTRODUCTION
External Auditors play a vital role in the process of accountability for shareholders and the effective functioning of the capital market by the provision of consistent and reliable financial reporting. The Board and its Audit Committee (“AC”) of LYC Healthcare Berhad are committed to ensuring the suitability and independence of external auditors in substance as well as in form.
Management shall obtain assurance from the external auditors confirming that they are, and have been, independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements.
Both the Internal and External Auditors of the Company provide integral support for the AC which was established by the Board, among others, to assist in its oversight function of the Company's financial reporting. As such, in relation to the External Auditors, the AC, as a measure for ensuring financial statements are a reliable source of information, has to ensure the suitability and independence of its External Auditors.
2.0 OBJECTIVE
The objective of this External Auditors Policy is to outline the guidelines and procedures for the Audit Committee to review, assess and monitor the performance, suitability and independence of the Company's External Auditors.
3.0 SELECTION AND APPOINTMENT
In discharging of the AC responsibility above, the AC is entrusted the duty to oversee the appointment, remuneration and removal of External Auditors.
Should the AC determine a need for a change in External Auditors, the AC will follow the following procedures for selection and appointment of new External Auditors:
a)
To identify the audit firms which meet the criteria for appointment upon considering the engagement proposals;
b)
To assess the proposals and shortlist the suitable audit firms;
c)
To meet and/or interview the shortlisted audit firms;
The AC may delegate or seek the assistance of the Managing Director or Chief Executive Officer to perform items (a) to (c) above;
d)
To recommend the appropriate audit firm to the Board for appointment as External Auditors; and
e)
To endorse the recommendation for the appointment of the new External Auditors and/or resignation/removal of the existing External Auditors.
4.0 ANNUAL ASSESSMENT
The Company shall at each annual general meeting appoint or re-appoint the External Auditors of the Company, and External Auditors so appointed shall, hold office until the conclusion of the next annual general meeting of the Company.
In discharging this duty, AC shall carry out annual assessment on the performance and may request the Managing Director or Chief Executive Officer and Internal Auditors to join the assessment, on the suitability of the External Auditors on the following areas:-
b)
Sufficiency of resources;
c)
Communication with the Management;
d)
Independence, Objectivity and Professionalism;
e)
Ability to meet deadlines in providing services and responding to issues in a timely manner as contemplated in the external audit plan;
f)
The nature of the non-audit fees provided and fees paid for such services related to the audit fee; and
g)
Whether there are safeguards in place to ensure there is no threat to the objectivity and independence of the audit arising from the provision of non-audit services or tenure of the external auditors.
5.0 ASSESSMENT OF INDEPENDENCE
The External Auditors are precluded from providing any services that may impair their independence or conflict with their role as External Auditor. In avoidance of doubt, the AC shall obtain a written assurance from the External Auditors confirming that they are, and have been, independent throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and regulatory requirements.
6.0 NON-AUDIT ENGAGEMENT
The External Auditors can be engaged to perform non-audit services provided such services provided do not impair, or appear to impair the auditor's independence or objectivity.
The prohibition of non-audit services is based on the following three (3) basic principles:
i)
External Auditors cannot functions in the role of Management;
ii)
External Auditors cannot audit their own work; and
iii)
External Auditors cannot serve in an advocacy role of the Company and its subsidiaries (“the Group").
The External Auditors shall also observe and comply with the By-Laws of the Malaysian Institute of Accountants in connection with the provision of non-audit services, which also prohibits the provision of certain services including the following:-
i)
Accounting and book keeping services;
iv)
Internal audit services;
vi)
Litigation support services
vii)
Recruitment services; and
viii)
Corporate finance services
All engagement of the External Auditors to provide non-audit services are subject to the approval/endorsement of the AC. Management shall also obtain written assurance from the External Auditors that the independence of the External Auditors will not be impaired by the provision of non-audit services.
Should the non-audit services constitute 50% of the total amount of audit fees paid to the External Auditors, the AC to recommend to the Board on the provision of such non-audit services.
Additionally, for non-audit services which exceed 50% of the total amount of fees, the AC will consider the skills and experience of the External Auditors and other suppliers who would make it the most suitable suppliers of such non-audit services. In deciding whether to appoint External Auditors to carry out the services, the principal consideration should be to ensure that the provision of the service does not impair the External Auditors’ independence and objectivity.
7.0 TERM OF AUDIT PARTNER
The external audit firm shall be required to rotate the Audit Partner on engagement at least every five (5) financial years.
8.0 ANNUAL REPORTING
The External Auditors shall:
a)
issue an annual audit plan for review and discussion with the Audit Committee;
b)
at the conclusion of the audit review, shall discuss findings, significant audit weakness and audit related recommendations with the Audit Committee and Senior Management; and
c)
provide a management letter to the Audit Committee upon completion of the annual audit.
9.0 DISCLOSURE TO THE AUDIT COMMITTEE
The external audit firm partner shall be required to meet with the Independent Non-Executive Directors of the Audit Committee at least twice every financial year without any executives being present.
10.0 REVIEW OF THE EXTERNAL AUDITORS POLICY
The Board and the Audit Committee will review the External Auditors Policy periodically to ensure that it continues to remain relevant and appropriate.
This External Auditors Policy has been approved and adopted by the Board of Directors on 11 July 2018.
SUCCESSION PLANNING POLICY
1.0 INTRODUCTION
This policy is intended to address LYC Healthcare Berhad (“the Company”).
Succession planning is a process designed to ensure that the Company identifies and develops a talent pool of employees through mentoring, training and job rotation to replace key business leaders within the Company as those key business leaders leave their positions.
2.0 OBJECTIVES
2.1
To ensure the Company is prepared with a plan to support operation and service continuity when the Managing Director (“MD”) and senior management or key business leader leave their positions;
2.2
To prepare a pool of suitably qualified and motivated employees for higher roles and responsibilities;
2.3
To develop career paths for employees which will facilitate the Company’s ability to recruit and retain top-performing or high talent employees;
2.4
To deliver a message to the Company’s employees that they are valuable; and
2.5
To develop reliable assessment procedures and ensure that these procedures are applied systematically across the Company.
3.0 ROLES AND RESPONSIBILITIES
3.1
Both the Board and the MD have pivotal roles to play in succession planning;
3.2
The Board is responsible for succession planning for the MD position. The Board should hire or internally promote a new MD, when the existing MD leaves, and ensure the new MD has the required skills to implement the Company’s mission and vision;
3.3
The Board should be prepared with an interim solution when the MD leaves; and
3.4
The MD is responsible for ensuring a succession plan is in place for other key positions in the Company with the assistance from the senior management team and implicated employees.
4.0 DEVELOPMENT AND SUCCESSION PLANNING PROCESS
A primary responsibility of the Board is planning for the MD succession and overseeing the identification and development of executive talent.
4.1
The Board, with the assistance of the Nomination Committee and working with the MD and Human Resource department, oversees executive officer development and corporate succession plans for the MD and other executive officers to provide for continuity in Senior Management.
4.2
The Board works with the MD to plan for a successor who will be able to fill in the MD’s position. The succession plan covers identification of internal candidates and the development plans for the identified internal candidates.
4.3
Should there be no suitable internal candidates, the Board, with the assistance of the Nomination Committee, will identify suitable external candidates who will be able to fill in the MD’s position.
4.4
The Board reviews the MD succession plan as and when necessary. The criteria used to assess potential MD candidates are formulated based on the Company’s business strategies, and include strategic vision, leadership, and operational execution.
4.5
The Board maintains an emergency succession contingency plan should an unforeseen event such as death or disability occurs that prevents the MD from continuing to serve. The plan identifies individuals who would act as an Interim MD. The contingency plan is reviewed by the Board and revised as appropriate as and when necessary.
4.6
The Board may review development and succession planning more frequently as it deems necessary.
5.0 PERIODIC REVIEW
5.1
This policy shall be reviewed regularly by the Nomination Committee Members.
5.2
The MD shall review the succession planning for key management from time to time.
This Policy is approved and adopted by the Board of Directors on 11 July 2018.
WHISTLEBLOWING POLICY REVISED AFTER AC
1.0 INTRODUCTION
1.1
In line with good corporate governance practices and with the introduction of the Whistleblower Protection Act 2010 (ACT 711), the Board and Management of LYC Healthcare Berhad [MTB] ("the Company") and group of companies (“the Group”) encourage its employees and associates (“the reporting individual”) to report suspected and/or known misconduct, wrongdoings, corruption and instances of fraud, waste, and/or abuse involving the resources of the Group.
2.0 OBJECTIVES
2.1
The objective of this policy and procedure is to provide and facilitate a mechanism for any Reporting Individual (“RI”) and members of the public to disclose any improper conduct in accordance with the procedures as provided for under this policy and to provide protection for RI and members of the public who report such allegation.
3.0 SCOPE OF THE POLICY
3.1
This policy is designed to facilitate any RI and members of the public to disclose any improper conduct (misconduct or criminal offenses) through internal channel. Such misconduct or criminal offences include the following:
3.1.1
Theft of the Group’s property, including information;
3.1.2
Forgery or alteration of the Group’s records;
3.1.3
Willful destruction or removal of the Group’s records;
3.1.4
Falsification of expenses claims and knowingly generating or paying false claims or invoices;
3.1.5
Unauthorized disclosure of confidential information to outside parties;
3.1.6
Misappropriation or use of the Group’s assets for personal gain;
3.1.7
Undertaking or assisting in illegal activity;
3.1.8
Acceptance of bribes or gifts to favour third parties; and
3.1.9
Unauthorized premium discounting
3.2
The above list is not exhaustive and includes any act or omissions, which if proven, will constitute an act of misconduct or any criminal offence under relevant legislations in force.
4.0 APPLICABILITY OF THE POLICY
4.1
Subject to the requirement of applicable local jurisdiction, this policy applies to all employees of the Group. This policy also applies to members of the public, where relevant.
5.0 POLICY AND PROTECTION
5.1
Anonymity - It is the policy of the Group to allow the RI to either identify themselves or if they prefer, to remain anonymous when reporting suspected and/or known instances of misconduct, wrongdoings, corruption, fraud, waste and/or abuse.
5.2
Assurance against reprisal and / or retaliation
5.2.1
Where the RI has chosen to reveal his/her identity, it is the policy of the Group to provide assurance that the RI would be protected against reprisals and/or retaliation from his/her immediate superior or head of department / division.
5.2.2
In addition, the Group provides assurance that no disciplinary action can be taken against the RI 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.
5.3.1
The 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.
5.3.2
The identity and particulars of the RI shall also be kept private and confidential unless the RI chose to reveal his/her identity.
5.3.3
Where the RI has chosen to reveal his/her identity when making such a report, written permission from the RI would be obtained before the information is released.
5.4.1
Subject to section 6.0, all costs in relation to any legal liabilities or proceedings (whether criminal or civil) that may be brought against the RI shall be borne by the Group and the selection of the lawyer defending the legal action shall be made by the Group.
5.5.1
The RI shall also be protected against:
a)
action causing injury, loss or damage;
b)
intimidation or harassment;
c)
interference with the lawful employment or livelihood of the RI, including discrimination, discharge, demotion, suspension, disadvantage, termination or adverse treatment in relation to the RI’s employment, career, profession, trade or business or the taking of disciplinary action; and
d)
a threat to take any of the actions referred to in paragraphs (a) to (c) above.
5.5.2
Where necessary, any person related or associated with the RI (e.g., immediate family members) shall be accorded with similar protection mentioned in section 5.0.
5.6.1
The RI may request for a relocation of his/her place of employment at the discretion of the Group.
5.6.2
The protection conferred above is:
a)
not limited or affected in the event that the disclosure does not lead to any disciplinary action or prosecution of the person whom the disclosure of the improper conduct, wrongdoings, corruption, fraud, waste, and/or abuse has been made; and
b)
however, restricted to the RI reporting the suspected and/or known misconduct, wrongdoings, corruption and instances of fraud, waste and/or abuse involving the Company’s resources through the Company under this policy.
6.0 REVOCATION OF POLICY AND PROTECTION
6.1
The protection stated in section 5.0 above shall be revoked by the Company if:
6.1.1
The RI himself has participated in the improper conduct, wrongdoings, corruption, fraud, waste, and/or abuse;
6.1.2
The RI willfully or maliciously made his disclosure, knowing or believing the information is false or untrue;
6.1.3
The disclosure is frivolous or vexatious; or
6.1.4
The disclosure is made with the intention or motive to avoid dismissal or other disciplinary action.
7.0 REPORTING OF SUSPICIOUS CONDUCT
7.1
Suspicious of fraud or irregularity may arise through a number of means, including the followings:
7.1.1
Internal detection – staff detection, internal audit checks and internal reports or investigations.
7.1.2
External detection – local authority, government agencies, supplier, customers and member of the public.
7.2
Suspicions of fraud to be reported by providing the following information (where applicable):
7.2.1
Details of issue(s);
7.2.2
Suspected amount involved;
7.2.3
Suspected parties involved; and
7.2.4
Supporting documents.
This report should be marked as “PRIVATE AND CONFIDENTIAL” and to be submitted by writing (preferred method) or secured email to either of the following contact persons;
Email: David.Sui@mexter.com.my
ii.
En. Mohd Khasan bin Ahmad
Chairman of Audit Committee (Independent Non-Executive Director)
LYC Healthcare Berhad
2nd Floor, Podium Block Plaza VADS,
No.1 Jalan Tun Mohd Fuad,
Taman Tun Dr. Ismail 60000
Kuala Lumpur
Tel: +603 7733 9222
7.3
Reports can be made through telephone calls to the above contact persons. The contact person will decide on the next course of action.
7.4
Where the alleged perpetrator is one of the contact persons, the remaining person can decide on the next course of action.
8.0 FRAUD INVESTIGATION
8.1
Contact persons to jointly decide on the next course of action:
8.1.1
Reject the report due to insufficient / not credible information; or
8.1.2
Accept the report and forward report to internal department, outsource investigator or relevant authorities.
8.2
Where report is rejected due to 8.1.1, contact persons to write to the whistleblower for more credible information or to close the case.
8.3
Where reasonable suspicion that fraud against the Group has taken place, contact persons are entitled to investigate the matter thoroughly using recognized and legitimate investigative technique as follows:
8.3.1
All investigations will be carried out objectively and confidentially and independently of the area in which the fraud has occurred or is suspected.
8.3.2
Third party investigators may be employed by contact persons in order to gather sufficient evidence to hand the case over the proper authorities. Responsibility for the management of third parties rest with contact persons.
8.3.3
Third party investigators employed by contact persons are authorised to enter any of the Company’s premises, be given access to any information requested, and have access to all staff (with reasonable notice).
8.3.4
The right of individuals will be respected at all times.
8.3.5
Where members of staff are involved in a fraud against the Group, whether actual or attempted, they will be subjected to the Group’s disciplinary procedures, which may result in dismissal from the Group.
8.4
Upon completion of investigation:
8.4.1
The Group will seek to prosecute anyone who commits fraud and will seek to recover its assets through legal means.
8.4.2
Lesson learnt will be shared across the Group as soon as possible upon conclusion of the case.
9.0 EXTERNAL REPORTING AND IMPROVEMENT
9.1
The Group may report other breaches discover in the course of investigation to the relevant authorities. The time of such involvement will be at the discretion of the Board of Directors.
9.2
Managing Director’s office will review lesson learned and will propose improvements in policies and procedures to mitigate the occurrence of such fraud or irregularity in the future.
10.0 RESPONSIBLITIES
RESPONSIBLE
TEAM/GROUP
|
RESPONSIBILITIES DETAILS |
| Managing Director’s Office |
i. Maintenance of this policy.
ii. Liaison with subsidiary units on fraud and other group functions, as appropriate.
iii. Assisting subsidiary units with the implementation of this policy, and regular reporting on the effectiveness of the policy.
iv. Sharing of best practice and provision of fraud and investigation services to the Group on request.
v. Regular reporting on the fraud risk within the Group
vi. Assist Contact Persons in performing their functions as stated in section 7, 8 and 9. |
| Subsidiary Units |
i. Ensuring compliance with the policy throughout their operations. A person-in-charge should be appointed with the responsibility for its implementation and monitoring.
ii. Identifying their exposure to fraud risk and introducing preventative controls into new and existing systems and processes.
iii. Encouraging an open and ethical culture amongst staff
iv. Developing pro-active method of detection, such as data mining analysis.
v. Reporting all suspected cases of fraud or theft by an employee to the Contact Persons. |
| The Group’s Employee |
i. Reporting of known or suspected fraud, or instance of unethical or illegal behavior within the Group. |