Whistle Blowing Procedure
(CASA Holdings Limited and its subsidiaries)
A. Introduction
Casa Holdings Limited (the “Company”) and its subsidiaries (the “Group”) are committed to maintaining high standards of integrity in its business conduct and its compliance with accounting, financial reporting, internal controls, corporate governance, and any legislation.
The Company’s Audit Committee (the “AC”) is responsible for oversight and monitoring whistleblowing.
B. Scope and definition
Whistleblowing is an act of voluntary disclosure or reporting of any improper conduct committed or about to be committed by an employee of the Group.
The whistleblowing policy (the “Policy”) set out the policy for reporting incidents or concerns of past, present or future instances of unethical or unlawful behaviour relating to the Group and applies to the Group and its employees.
C. Objectives
The objectives of the Policy are as follows:
a) Aim to protect the integrity and reputation of the Group, as well as the rights and interests of its stakeholders.
b) Help to foster a culture of transparency, accountability, and ethical conduct within the Group.
c) Deter wrongdoing and promote standards of good corporate practice.
d) Encourage and enable employees to report in good faith any wrongdoing or misconduct within the Group on a confidential basis without fear of reprisal, dismissal, or discriminatory treatment.
e) Ensure arrangements are in place for an independent investigation and appropriate remedial measures are taken where warranted.
f) Treat both the whistleblower and the alleged wrongdoer fairly.
D. Reportable incidents or concerns
The Policy is intended to facilitate whistleblowing relating to improprieties including but not limited to:
a) Suspected fraud or criminal offences;
b) Unlawful activities such as corruption, bribery, or blackmail;
c) Misuse of the Group’s fund or assets;
d) Deliberately or accidentally steal, damage, or misuse the data stored within the Group’s computer systems and throughout the organisation;
e) Failure to comply with legal or regulatory requirements;
f) Unauthorised disclosure of confidential information;
g) Breach of the Group’s code of conduct or non-compliance with the Group policies and procedures;
h) Unethical conduct;
i) Assault, bullying or harassment;
j) Insider trading;
k) Improprieties or irregularities in matters of financial reporting;
l) Creating risk to health and safety at work;
m) Grievances and complaints about own employment and workplace;
n) Suppression or concealment of any of the above matters.
E. Whistleblower
A person making a protected disclosure is commonly referred to as a whistleblower. Whistleblower provides initial information on a reasonable belief that improper conduct has occurred and/or grievances that the whistleblower wishes to express. The motivation of a whistleblower is irrelevant to the consideration of the validity of the allegations.
The whistleblower is a reporting party. They are not investigators or finders of fact, nor do they determine the appropriate corrective or remedial action that may be warranted. They do not have a right to participate in any investigative activity other than as requested by investigators.
F. Protection of whistleblower
The Group shall ensure the strict confidence of all reported incidents or concerns and ensure the confidentiality and anonymity of the whistleblower reporting the incidents or concerns to the fullest extent reasonably practicable within the requirements of the law.
The Group shall not retaliate, and shall not tolerate any retaliation by management or any other persons or groups directly or indirectly, against any whistleblower who in good faith reports an incident or concern within the scope of the Policy, including providing assistance to the management, AC, any governmental, regulatory or law enforcement body/agency in the investigation of the reported incident or concern.
The Group shall not make any efforts or tolerate any efforts made by any other persons or groups to ascertain the identity of the whistleblower who reports an incident or concern anonymously.
The Group shall not, unless compelled by judicial or other legal process/authority, reveal the identity of the whistleblower who reports an incident or concern under the scope of the Policy. In such instances, a dialogue will be carried out with the whistleblower as to whether and how the matter can proceed.
However, any whistleblower who does not act in good faith or makes an allegation without having reasonable grounds for believing it to be substantially true, or makes it for purposes of personal gain, or makes it maliciously, may be subject to disciplinary action, as the intentional filing of a false report, is itself considered an improper behaviour which the Group has the right to act upon. Nonetheless, should an allegation be made in good faith but it is not confirmed by subsequent investigation, no action will be taken.
G. Submission of incidents or concerns
All employees (including full-time, part-time and contract employees) in the Group should forward incidents or concerns on a confidential or anonymous basis using the following channels.
a) By writing directly to the Chairman of the Audit Committee ("Chairman of AC"), in a sealed envelope marked "Confidential" and addressed to: Chairman of the Audit Committee Casa Holdings Limited
15 Kian Teck Crescent
Singapore 628884 OR
b) Email to: whistleblowing@casa.com.sg
The forward incidents or concerns that are submitted (via either in writing or via email) can only be accessed by the Chairman of the AC.
To assist the Chairman of AC in assessing and investigating the reported incidents or concerns effectively and efficiently, whistleblower should specify as much specific and factual information as possible so as to allow for proper evaluation of the nature, extent, validity and urgency of the matter reported.
At the minimum, the following key information should be provided (where applicable):
a) The alleged event, the matter of issue that is the subject of concern;
b) The name(s) of the person(s) and/or the department and/or subsidiary involved;
c) The date and place in which the event has taken place, is currently taking place or is going to take place;
d) Any additional information, documentation, or evidence available to support the matter, event or issue reported.
H. Assessment, investigation and treatment of incidents or concerns
Factors to consider in determining whether to conduct an investigation
Upon the receipt of an incident or concern, the Chairman of AC shall record it and assess the nature, extent, validity and urgency of the reported matter. In determining whether the reported matter requires an investigation, the Chairman of AC shall assess the following factors, among other factors appropriate under the circumstances.
a) Who is the alleged "wrongdoer"?
If senior management is alleged to have engaged/been involved in the alleged wrongdoing, this factor alone may influence the decision in favour of conducting an investigation.
b) How serious is the alleged wrongdoing?
If the alleged wrongdoing would constitute a crime either involving the integrity of the financial statements of the Group, misappropriation of assets or violation of any laws and regulations, this alone may influence the decision in favour of conducting an investigation.
c) How credible is the allegation?
In assessing credibility, the Chairman of AC will consider all facts surrounding the allegations (where available), including but not limited to whether similar allegations have been made in the press.
Reporting of incidents or concerns
Due to confidentiality, the Chairman of AC shall table to the AC during its half yearly meetings only the number of reported cases. The full report will be submitted under confidential cover to the AC.
For serious reported incidents or concerns, the Chairman of AC shall submit its report under confidential cover to the AC via circulation or through a special AC meeting arranged as soon as possible.
Response to incidents or concerns reported
Whistleblowers who have identified themselves will usually receive a response to their allegations within two working weeks. The time required for the investigation will depend on the nature, severity of the case and the parties involved.
Use of experts or advisors in an investigation
The Chairman of AC and/or the AC may, at its discretion, engage the assistance of one or more experts/advisors (such as outside legal counsel, external or internal auditors, subject matter experts etc.) to assist in the investigation and/or analysis of the results.
Treatment of the reported incident or concern after investigation
Following an investigation, if the alleged incident or concern is determined to be valid, the Chairman of the AC shall write and issue a formal report (the “Report”) to the AC within two working weeks after the completion of the investigation. The Report shall clearly indicate:
a) The name of the people involved in the incident, including any external parties.
b) The role of each of the people involved in the incident, including external parties (where applicable).
c) The nature of event that took place
d) The circumstances of the events leading to the incident.
e) A quantification of the extent of the financial implication involved (where possible including reputation and/or financial loss).
f) Recommended remedial and corrective actions to be taken including disciplinary actions in accordance with the Group’s human resource policy such as dismissal or reporting of the case to the legal authorities.
The AC shall review the Report, advise and authorise appropriate action to be taken against the investigated incident.
I. Retention of records
The Chairman of AC and/or the AC shall maintain a log of all reported incidents or concerns, tracking their receipt, investigation, and resolution.
The Chairman of AC and/or the AC shall also maintain records of all steps taken in connection with any investigation conducted of a reported incident including investigations which are subsequently found to be unsubstantiated.
All records of the Chairman of AC and/or the AC and the advisors/experts it utilises in connection with an investigation and response to the reported incident (including the above-mentioned) shall be retained by the Human Resource Department.
J. Periodic review of policy
The Group must diligently monitor the above procedures to ensure that they meet the objectives of the Policy and remain effective for the Group, and if necessary, implement changes subject to the approval of the Company’s Board of Directors (“BOD”).
The Policy will be reviewed once every two years or as and when necessary.
The Policy shall be made available on the Company’s website and included in Casa Employee Handbook.
The Policy was approved by the BOD on 10 May 2023.