1.1 Purpose and Objective
1.1.1 The Company places a strong emphasis on maintaining a high standard of compliance with accounting, financial reporting, internal controls, corporate governance, and auditing requirements, as well as any relevant legislation. To uphold this commitment, the Whistle-Blowing Policy ("Policy") has been established to provide employees and stakeholders with a safe and confidential channel to report concerns, while also ensuring that they are protected against any form of retaliation or victimisation for making a good faith disclosure.
1.1.2 The Policy is established to encourage employees and stakeholders to report any suspected irregularities with confidence and confidentiality.
1.1.3 This Policy is not intended to be used when there is existence of more suitable procedures, such as contacting the Human Resources department for personal grievances, expressing dissatisfaction regarding personal issues, or providing feedback on ways to improve procedures or policies. This Policy is primarily designed to address concerns where the interest of others or the Company itself is at risk.
1.1.4 This policy has been prepared in compliance with the Whistleblowing Policy requirements specified in Rules 18A and 18B of the Listing Manual Chapter 12 (1204) PART III Annual Reports: Rules of Catalist (referred to as the "Catalist Rules") of the Singapore Exchange Securities Trading Limited ("SGX-ST").
1.1.5 Whistle-Blowing Policy Objectives
§ Foster a culture of ethical behaviour and uphold high standards of corporate governance.
§ Establish an effective channel for employees and other parties to report actual, suspected, or potential improprieties regarding financial reporting or other concerns directly or indirectly relating to work and to receive feedback on any action taken.
§ Provide assurance to employees that they shall be protected from any retaliation for reporting in good faith.
§ Encourage stakeholders to bring any misconduct to the attention of the Audit Committee Chairman before contacting relevant authorities.
1.2.1 This policy applies to all employees and directors, whether they are full-time, part-time, or contract workers, as well as stakeholders of NoonTalk Media Limited (the "Company").
1.2.2 To promote awareness of fraud and corruption control, the Policy is included in new employee induction, training, and communicated periodically to employees on an ongoing basis. The Policy is also available on the Company’s website: www.noontalk.com.
1.3.1 "Employees" refers to individuals who are employed by the Group and fulfil their roles and responsibilities within the organization.
1.3.2 "Company" specifically refers to NoonTalk Media Limited.
1.3.3 "Group" encompasses NoonTalk Media Limited and its subsidiaries, collectively forming a cohesive organizational entity.
1.3.4 "Board" refers to the Board of Directors of NoonTalk Media Limited.
1.3.5 "Delegated" refers to the person to whom authority has been delegated by the Board and the Management.
1.3.6 "Company Policy" or "Policies" refers to policies approved by the Board.
1.3.7 “WB” stands for Whistle-Blowing.
1.3.8 “KPI” stands for Key Performance Indicator.
2.1 Policies & Procedures
2.1.1 This Policy is intended to cover concerns over wrongdoing or malpractice within or by the Company. These concerns may include, without limitation, the following:
a) concerns about the Company’s accounting, internal controls or audit matters;
b) breach of or failure to implement or comply with the Company’s policies or code of conduct;
c) impropriety, corruption, acts of fraud, theft and/misuse of the Company’s properties, assets or resources;
d) conduct which is an offence or breach of law;
e) abuse of power or authority;
f) serious conflict of interest without disclosure;
g) intentional provision of incorrect information to public bodies;
h) any other serious improper matters which may cause financial or non-financial loss to the Company, or damage to the Company’s reputation;
i) fraud against investors, or the making of fraudulent statements to the Singapore Exchange Securities Trading Limited, members of the investing public and regulatory authorities;
j) acts to mislead, deceive, manipulate, coerce or fraudulently influence any internal or external accountant or auditor in connection with the preparation, examination, audit or review of any financial statements or records of the Company; and
k) concealing of information about any malpractice or misconduct.
2.1.2 The above list is intended to give an indication of the kind of conduct which might be considered as “wrongdoing”. In cases of doubt, the whistle-blower should seek to speak to his or her immediate superior or follow the procedure for reporting under this Policy.
2.2 Protection Against Reprisals
2.2.1 If an employee raises a genuine concern under this Policy, he or she shall not be at risk of losing his or her job or suffer from retribution or harassment as a result. Provided that the employee is acting in good faith, it does not matter if he or she is mistaken.
2.2.2 However, the Company does not condone any frivolous, mischievous or malicious allegations. Employee(s) making such allegations may face disciplinary action. In addition, appropriate actions shall also be taken against other stakeholders of the Company.
2.3.1 The Company encourages the whistle-blower to identify himself/herself when raising a concern or providing information. All concerns shall be treated with strict confidentiality. Exceptional circumstances under which information provided by the whistle-blower could or would not be treated with strictest confidentiality include:
a) where the Company has a legal obligation to disclose information provided;
b) where the information is already in the public domain;
c) where the information is given on a strictly confidential basis to legal or auditing professionals for the purpose of obtaining professional advice; and
d) where the information is given to authorities for the purpose of criminal investigation.
2.3.2 In the event a circumstance is not covered by the above, and where the whistle- blower’s identity needs to be revealed, the Company shall endeavour to first discuss the situation with the whistle-blower.
2.4 Concerns & Information Provided Anonymously
2.4.1 Concerns expressed anonymously are much less persuasive and may hinder investigation work as it is more difficult to establish the matter or to protect the whistle-blower’s position. Accordingly, the Company will consider anonymous reporting, but concerns expressed, or information provided anonymously shall be investigated based on their merits.
2.5 Reporting Procedures
2.5.1 Whistle-blowing complaints can be made to the Executive Directors (CEO & COO) and/or Chief Financial Officer of the Company where upon receipt of the information, it shall be forwarded to the Audit Committee.
2.5.2 However, if the matter of concern involves the whistle-blower’s immediate supervisor, manager or Head of Department, or for any other reason, he/she may wish to report directly to the appointment holder as follows:
Name | Chairman
Committee | Audit Committee
Email | [[email protected]]
2.6.1 Raising concerns promptly makes it easier for the Company to take appropriate action.
2.7 Report & Evidence
2.7.1 The report should outline the context and sequence of events leading to the concern, preferably in chronological order, to provide a comprehensive understanding of the issue. While the whistle-blower is not obligated to substantiate his/her allegations, providing supporting evidence is recommended to establish reasonable grounds for concern.
2.7.2 The following is a list of typical information that one should provide when reporting a suspected instance of misconduct. This list is not exhaustive and may include the following:
a) name(s) of people involved;
b) name(s) of witness(es);
c) date, time and location of incident(s);
d) how often this incident occurred;
e) money or assets involved, if any; and
f) details of any evidence.
2.7.3 If the whistle-blower is hesitant to submit his/her concerns in writing, he/she can request a private meeting with the Audit Committee Chairman at a mutually convenient time and location to discuss his/herconcerns confidentially.
2.8 Handling of Complaint
2.8.1 The action taken shall depend on the nature of the concern; initial inquiries shall be made to determine whether an investigation is appropriate, and the form that it should take. Some concerns may be resolved without the need for an investigation.
2.8.2 The Company assures that any concerns raised on information provided shall be reviewed for investigation, but due consideration shall be given to these factors:
a) severity of the issue raised;
b) credibility of the concern or information;
c) likelihood of confirming the concern or information from attributable sources; and
d) whether the complaint is made anonymously.
2.8.3 If an investigation is necessary, the Audit Committee may conduct its own investigation, or may direct an independent investigation to be conducted or may direct any appropriate personnel or committee to investigate on the complaint received.
2.8.4 The Audit Committee shall determine the scope of investigation, the person-in- charge and/or an investigating Committee to conduct the investigation.
2.8.5 A report on that complaint, findings of investigation and a follow-up report on actions taken shall be reviewed by the Audit Committee before submission to the Board of Directors.
2.9 Obligation to Whistle-blower
2.9.1 Subject to legal limitations and the Company’s confidentiality policies, the whistle-blower shall receive a follow-up notification within two (2) weeks of lodging the complaint and where appropriate:
a) acknowledging that the concern was received;
b) indicating how the matter shall be dealt with;
c) telling them whether initial inquiries have been made; and
d) notifying them of the reason(s) should it be decided that no action is to be taken.
2.10 Further Information
2.10.1 The level of communication between the whistle-blower and the investigating body shall be determined by the complexity of the matter and the accuracy of the information provided. In certain cases, additional information may be required from the whistle-blower.
Subject to legal restrictions and the Company’s confidentiality policies, the investigating body may provide the whistle-blower with information regarding the outcome of any investigations.