INTRODUCTION

In line with good corporate governance practices and with the introduction of the Whistleblower Protection Act 2010, the Board and Management of WCE Holdings Berhad and its subsidiaries (“the Company”) encourage its employees and associates (“the reporting individual”) to report suspected and/or known misconduct, wrongdoings, corruption and instances of fraud and/or abuse involving the resources of the Company.

OBJECTIVES

The objective of this policy and procedure is to provide and facilitate a mechanism for any reporting individual (“RI”) to report concerns about any suspected and/or known misconduct, wrongdoings, corruption, fraud and/or abuse.

POLICY & PROTECTION

1. Anonymity
   It is the policy of the Company 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 and/or abuse, must provide substantive evidence for investigation to proceed.
2. Assurance against reprisal and/or retaliation
   Where the RI has chosen to reveal his/her identity, it is the policy of the Company to provide assurance that the RI would be protected against reprisals and/or retaliation from his/her immediate superior or head of department/division. In addition, the Company 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.
3. Confidentiality
   The Company 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 RI shall also be kept private and confidential unless the RI chose to reveal his/her identity. 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.
4. Immunity
   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 Company and the selection of the lawyer defending the legal action shall be made by the Company.
5. Protection
   The RI shall also be protected against:
   1. action causing injury, loss or damage;
   2. intimidation or harassment;
   3. 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
   4. a threat to take any of the actions referred to in paragraphs (i) to (iii) above.
      Where necessary, any person related or associated with the RI (e.g., immediate family members) shall be accorded with similar protection mentioned in this paragraph (e).
6. Relocation
   The RI may request for a relocation of his/her place of employment at the discretion of the Company. The protection conferred above is:

1. 1. 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 and/or abuse has been made;
   2. however, restricted to the RI reporting the suspected and/or known misconduct, wrongdoings, corruption and instances of fraud and/or abuse involving the Company’s resources through the Company under this policy.

REVOCATION OF POLICY & PROTECTION

The protection stated above on Policy & Protection shall be revoked by the Company if:

1. 1. the RI himself has participated in the improper conduct, wrongdoings, corruption, fraud and/or abuse;
   2. the RI willfully or maliciously made his disclosure, knowing or believing the information is false or untrue;
   3. the disclosure is frivolous or vexatious; or
   4. the disclosure is made with the intention or motive to avoid dismissal or other disciplinary action.

SCOPE & DEFINITION

Improper Conduct
Any improper which if proven, constitutes a disciplinary offence or a criminal offence.
Improper conduct includes but is not limited to the following:

• • • Criminal offences;
    • Breaches of any regulations, rules or conditions set by a regulatory body or authority;
    • Miscarriage of justice;
    • Danger to health and safety of the public or of any individual;
    • Damage to the environment;
    • Breach of any legal, professional or contractual obligation including obligations owed to the Company;
    • Failure to comply with professional standards;
    • Unauthorized use of the Company’s funds;
    • Abuse of power;
    • Unfair appointments;
    • Failure to declare a conflict of interest;
    • Bribery, Corruption, fraud;
    • Misappropriation or misuse of assets of the Company;
    • Discrimination, bullying, harassment or victimization, inappropriate or improper conduct;
    • Any breaches of the Company’s policies and procedures;
    • Any unethical conduct or practices; and
    • Deliberately concealing any of the above.

Fraud

Fraud is the act of making false representations of material facts whether by words or conduct, by concealing information, or by making misleading statements in order to obtain some benefit or payment that would otherwise not exist.

Fraud includes (but not limited to) any questionable accounting practices or irregularities in the Company’s reported financial statements and non-compliance with the Company’s internal financial controls.

These acts may be committed either for the fraudulent party’s own benefit, or for the benefit of some other party. These acts must have been committed knowingly, willfully and intentionally.

Abuse

Abuse consists of practices that cause unnecessary costs to the Company. Abuse can be similar to fraud, except that it is not necessary to prove that abuse was performed knowingly, willfully and intentionally.

PROCEDURE FOR REPORTING IMPROPER CONDUCT, WRONGDOINGS, CORRUPTION, FRAUD AND/OR ABUSE

If a RI suspects that improper conduct, wrongdoings, corruption, fraud and/or abuse has occurred, the RI is encouraged to contact the Group’s Audit Committee Chairman or the Chief Executive Officer. This can be done in writing, by telephone, fax or e-mail. The disclosure should be addressed to:

1. Madam Lee Chui Sum
   Audit Committee Chairman
   WCE Holdings Berhad
   13 JalanDenai Selatan, Southlake
   Desa Park City, 52200 Kuala Lumpur
   Tel : +6012 283 3637
   E-mail : chuisl333@gmail.com
   
   
2. Lyndon Alfred Felix
   Chief Executive Officer
   WCE Holdings Berhad
   Pejabat Pengurusan
   Lebuhraya Pesisiran Pantai Barat,
   Jalan Meru/KU5,
   Bandar Bukit Raja, 41050 Klang,
   Selangor Darul Ehsan.Tel : +603 3082 1999
   Fax : +603 3082 1988
   E-mail : lyndon@wce.com.my

The disclosure may be made orally provided that the authorised person, upon receiving the disclosure made orally shall as soon as it is practicable, reduce it into writing.

If the RI is unsure of the type of evidence needed to commence an investigation, the RI is encouraged to make use the “Report of Improper Conduct, Wrongdoings, Corruption, Fraud and/or Abuse” form provided in Appendix 1.

The RI may wish to send this form via local postal service if you wish to remain anonymous. This form will aid you in providing adequate information to enable investigation.

Note:
Reporting directly helps us to gather the evidence necessary to validate your disclosure and to identify the nature of improper conduct, wrongdoings, corruption, fraud and/or abuse. Reporting directly also helps us to recommend measures to prevent it from recurring and to improve the situation.

If the RI prefers to remain anonymous, the RI may call within approximately fourteen days after the initial report. This will enable further clarification and follow-up questions that have arisen since the beginning of the investigation.

If the complaint is on the Audit Committee Chairman and/or the Chief Executive Officer, then, it should be brought to the attention of the members of the Board of Directors based on a “One up Basis” policy.

PROCEDURE FOR HANDLING REPORTS ON IMPROPER CONDUCT, WRONGDOINGS, CORRUPTION, FRAUD AND/OR ABUSE

1. The Company Secretary will maintain a record of the complaints and will track their receipt, investigation and resolution.
2. The Audit Committee Chairman/Chief Executive Officer will seriously consider each disclosure and pursue it to the extent that the information received allows, and based on the evidence that is available.
3. Once your disclosure is received, the Audit Committee Chairman/Chief Executive Officer will begin preliminary investigations to establish whether the disclosure has merit and can be substantiated.
4. The Audit Committee Chairman/Chief Executive Officer will review the disclosure and determine if there is enough evidence to confirm that disclosure.
5. With this information, the Audit Committee Chairman/Chief Executive Officer will do his best to draw an unbiased conclusion from facts given to him by the RI, or any other information gathered during the course investigation.
6. 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.
7. At the instruction/guidance of the Audit Committee Chairman/Chief Executive Officer, the Company Secretary shall prepare a summary report and present it to the Company’s Audit Committee on a quarterly basis. The report will maintain confidentiality to protect the RI’s identity.

Note:
The procedures in relation to Reporting of Improper Conduct, Wrongdoings, Corruption, Fraud and/or Abuse and Handling of the same are described diagrammatically in Appendix 2.