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The Company is committed towards enhancing good corporate governance, transparency and accountability. It has adopted a well-defined set of internal policies, structures and processes which is in line with the principles and provisions of the Code of Corporate Governance 2018 set out in this report. More

Please refer below for the Company’s Whistleblowing Policy and Code of Conduct.


Whistleblowing Policy
 
1.  Introduction
1.1 As part of the effort in promoting good corporate governance practices amongst its employees, Wing Tai Holdings Limited and its subsidiaries, associated and joint venture companies (excluding listed entities) (the “Group”) have put in place a Policy on Whistleblowing (the Whistleblowing “Policy”) to facilitate the reporting of activities or practices that are in violation of the Group's work rules.
 
1.2 The Whistleblowing Policy is intended to conform to the guidance set out in the Code of Corporate Governance which encourages employees and external parties to raise concerns, in confidence, about possible irregularities.
 
2. What is Whistleblowing
2.1 Employees are expected to maintain and demonstrate the highest professional standards and ethical conduct in the performance of their duties. They are encouraged to report any violations or perceptions of violations of the Group's work rules and/or any unethical or unlawful business conduct, dealings or any suspicions of them, so that the necessary action can and will be taken by the Group to address the violations.
 
3. Who is a Whistleblower
3.1 A whistleblower can be an employee who, in the course of his/her duties, has witnessed or believes that he/she has witnessed or believes that he/she has knowledge that another fellow employee has previously engaged in, is currently engaging in or is contemplating engaging in practices that will be in violation of the Group's work rules, or unethical or unlawful business conduct or dealings, and decides to highlight these practices in order that the necessary corrective actions will be taken by the Group and to prevent the occurrence of such undesired practices.
 
3.2 Whistleblowing is not a means by which a disgruntled employee can abuse, wreak revenge on or sabotage another fellow employee without any just cause or to hold an employee to ransom. Any action of Whistleblowing must be undertaken because the employees truly believe what they have witnessed or have otherwise become aware of is a violation of the Group's work rules or would otherwise constitute unethical or illegal business conduct.
 
3.3 Employees must be prepared to testify or provide evidence of such actions, where necessary. Incidents reported by way of anonymous letters will also be reviewed and investigated on the basis of their merits.
 
3.4 A whistleblower can be an external party who has a business relationship with the Group, including customers, suppliers, contractors and consultants.
 
3.5 A whistleblower need not have to be directly or indirectly affected by or have a personal interest in the outcome of the actions giving rise to the Whistleblowing. As long as a whistleblower has a genuine concern and reasonable grounds to believe that the actions of an employee is in breach or will be in breach of the Group's work rules or
principles of ethical conduct and fair dealing, he/she can be a whistleblower. However, a whistleblower must act in good faith at all times.
 
4. What should be Reported
4.1 Some examples of concerns covered by this Whistleblowing Policy include, but
are not limited to:
  • Concerns about the Group’s accounting, internal controls or auditing matters;
  • Fraud or suspected fraud, thefts and dishonest acts;
  • Profiteering as a result of insider knowledge;
  • Accepting or giving bribes;
  • Making of statements or remarks which will be defamatory or cause disruption to racial harmony; sexual harassment or adopting discriminatory practices;
  • Misappropriation of funds; and
  • Conduct which is an offence or breach of the law.
5. When to Report
5.1 When the whistleblower reasonably believes that the incident is happening now, has already happened, or is likely to happen.
 
6. How to Report
6.1 Whistleblowers can raise their concerns with either one of the following:
a) Internal Auditor via an email sent to internalaudit@wingtaiasia.com.sg
b) Chairman of the Audit & Risk Committee via a written letter under Private & Confidential cover to 3 Killiney Road Winsland House I Singapore 239519
 
6.2 The following key information should be provided:
  • Alleged event that is of concern and the details involved
  • Name of person(s) and/or department (s) involved (including external parties)
  • Approximate date/location of the incident
  • Any documents or evidence available to support the matter
6.3 Employees are encouraged to provide their names so as to facilitate the investigations and the subsequent feedback. Confidentiality will be ensured. Anonymity is not encouraged as it can make investigations difficult or impossible.
 
7. Protection for Whistleblower
7.1 The Group assures that the whistleblower’s identity will be kept confidential unless required by law, by the court or other regulatory authorities to disclose his or her identity.
 
7.2 The Group will not tolerate any form of retaliation by anyone against the whistleblower and disciplinary action will be taken against those who victimize the whistleblower.
 
8. Malicious or Frivolous Reporting
8.1 Only genuine concerns should be reported. Disclosure must be made in good faith with a reasonable belief that the information is true.
 
8.2 Where allegations are done with malicious intent or ulterior motive for personal gain, disciplinary actions will be taken against the whistleblower concerned.
 
8.3 Given the seriousness of such allegations, these will be treated as gross misconduct and may result in dismissal (if the whistleblower is an employee).
 
9. How the Group will Respond
9.1 The Group assures the whistleblower that any concern raised or information provided will be investigated but consideration will be given to these factors:
  • Severity of the issue raised
  • Credibility of the concern or information
  • Likelihood of confirming the concern or the availability of information from attributable sources
9.2 Depending on the nature of the concern raised or information provided, the investigation may be conducted involving one of more of these persons or entities:
  • The Audit & Risk Committee
  • The External or Internal Auditors
  • Forensic Professionals
  • The Police or Commercial Affairs Department 
9.3 The frequency of contact between the whistleblower and the person(s) investigating the concern raised and information provided will be determined by the nature and clarity of the matter reported. Further information may be sought from the whistleblower during the course of the investigation.
 
10. Communication of Whistleblowing
10.1 The Whistleblowing Policy is communicated to all level of employees via email blast, uploaded onto the shared intranet, forms part of the new joiner’s induction and is included in the code of conduct.
 
10.2 The channels of Whistleblowing are communicated to third parties via the Group’s official website.


Code of Conduct
1. Introduction
1.1 Understanding this Code of Conduct
With the expansion of business operations by Wing Tai Holdings Limited (the “Company”) and its subsidiary, associated and joint venture companies (the “Group”) into different countries and markets, the Group now comprises a diverse employee population with different business cultures. The Group also faces a variety of business practices when dealing with a large group of business partners, customers, employees and other stakeholders, in the different countries in which the Group operates.

This Code of Conduct (this “Code”) sets out the guiding principles and desired behaviours which form the framework by which companies and employees in the Group are expected to operate, and it embraces business practices and standards of behaviour that support the commitment to honest and ethical business conduct.

1.2 Applicability of this Code
This Code is applicable to all employees (including all the executive directors) of the Company, its subsidiary and associated companies (unless the subsidiary or associated company is a listed entity). Contractors, consultants and agents who are working on the Group’s behalf shall be required to act consistently with this Code when acting on our behalf, and their undertakings to act consistently with this Code shall be incorporated into their contracts with us.
 
1.3 How is this Code administered?
This Code sets out the standards for which all employees have to comply with. In this Code, references may be made to documents, including but not limited to policies, procedures and/or manuals, put in place or as may be amended or substituted from time to time, (collectively the “Policies, and each a “Policy”).

All employees must comply with the standards as set out in this Code, which shall include the requirements prescribed in the Policies. Any violation of the standards in this Code shall subject the violator to disciplinary actions which may include, inter alia, termination of employment and legal repercussions (civil and/or criminal) under the applicable laws.

Employees are encouraged to report any non-compliance or breach of this Code with the direct supervisor of the employee concerned, or with the Human Resource Department.

Employees are also reminded that the Group implements a Policy on Whistleblowing (the “Whistleblowing Policy”). In the event where an employee discovers any non-compliance or breach of this Code, but feels uncomfortable to report such non-compliance or breach with the relevant supervisor or the Human Resource Department, the employee is encouraged to report such non-compliance or breach through the whistleblowing process as specified in the Whistleblowing Policy.

If there is any doubt to any part of this Code, please do not hesitate to consult the Human Resource Department.
 
1.4 Revising of this Code
Employees are encouraged to continually refer and familiarize themselves with this Code to understand what the Company deems as appropriate behaviour. In order to align this Code with applicable laws and/or the prevailing guiding principles of the Company and/or the Group, this Code may from time to time be amended or substituted, in
whole or in part. In the event of such revisions, the Company will notify its employees of such change. Employees shall constantly keep themselves updated and understand the latest Code, so as to fully comply with it.

2. Ethical conduct and compliance with law and regulation
Employees must at all times act honestly and uphold integrity in all relationships with customers, suppliers, contractors, regulatory authorities and other stakeholders or any person in general.

Employees must carry out their responsibilities in compliance with the Group’s Guidelines and all applicable laws, rules and regulations.
3. Protection of confidential information
As a listed entity, it is important to ensure that confidential information is disseminated only via the proper channel to all stakeholders. Therefore, it is of utmost importance that employees who come into contact with confidential information relating to the Group shall keep such information confidential and do not share such information with another person without authority. Such information also should not be used to obtain personal benefit or for the personal benefit of other persons. Such activities may contravene applicable laws, such as the provisions in the Securities & Futures Act (Cap. 289) and the Prevention of Corruption Act (Cap. 241).

4. Safeguarding of Group assets
Employees must always act in the best interests of the Group. They must at all times act honestly and use reasonable care, skill and diligence in the discharge of their duties and responsibilities, including the proper acquisition, use, maintenance and disposal of Group assets (including materials, equipment, tools, real property, information, data, intellectual property and funds) and services. Theft, carelessness and waste should be avoided. Group assets should be used for legitimate business related purposes and not for personal benefits.
 
5. Anti-corruption and anti-bribery
The Group is committed to running business operations based on integrity, transparency and honesty. Whilst the giving and receiving of favours, concessionary offers and gifts (including entertainment, meals, tickets to social/sports events etc.) may help in the building of business relationships, good judgment must be exercised at all times. In the event where an employee when exercising his or her good judgment is unable to ascertain if the giving or receiving of favours, concessionary offers and gifts is appropriate or otherwise, the employee should always take the prudent approach not to proceed with the giving or receiving of favours, concessionary offers and gifts. In such cases, the employee should consult and seek approval from his or her direct superior on whether such giving or receiving of favours, concessionary offers and gifts is appropriate.

Bribery, or the corrupt giving or receipt of gratification in relation to any person as an inducement or reward for any person doing or forbearing to do something, is strictly prohibited under the Prevention of Corruption Act (Cap. 241).

Please refer to the following Policies for a better understanding of the Group’s stance on an employee’s accepting of favours, concessionary offers and/or gifts of value in business relationships:
(a) Policy Number HRP 07-08 on Conflict of Interest; and
(b) Policy Number HRP 07-09 on Gifts From Business Associates.
 
It is to be stressed that the Group’s Whistleblowing Policy is intended to act as an internal reporting structure that enables and encourages our employees, and external parties, to raise concerns, in confidence, about possible irregularities within the Group.

The Group adopts a strict policy against bribery and corrupt practices. Any employee found guilty of engaging in corrupt practices or giving or receiving bribes shall be subject to the appropriate disciplinary proceedings, which may include, inter alia, termination of employment. Notwithstanding this, the Company and the Group reserve the right to commence civil proceedings to recover any loss or damage suffered by the Company and/or Group resulting from the employee’s actions or omission, or to report the employee to the appropriate authorities where the employee’s act constitutes a criminal offence.

6. Conflict of interest
Employees must avoid any conflict between their own interests and the interests of the Group. A conflict situation can arise when an employee takes action or interest that may make it difficult to objectively and efficiently perform his or her duties for the Group.

Employees are required to adhere to Policy Number HRP 07-08 on Conflict of Interest, inter alia, to disclose promptly any conflict of interest or potential conflict of interest situations that may arise.
 
7. Whistleblowing
The Group has put in place a Whistleblowing Policy to facilitate with the reporting of activities or practices which are in violation of the Group’s work ethics and rules. The Group encourages employees or any other parties with whom the Group has a business relationship to report unlawful, unethical or fraudulent activities or practices in strict confidence. All whistle-blowing reports are submitted either to the Internal Auditors or the Chairman of the Audit & Risk Committee (ARC) so that independent investigations and appropriate follow-up actions can be carried out.
 
8. Dealings in securities
All officers of the Group are prohibited from dealing in the securities of the Company while in possession of price-sensitive information. They are also prohibited from dealing in the securities of the Company during the closed period, which is one month before the date of announcement of the half year and full year financial results respectively. In addition, officers of the Group are also discouraged from dealing in the Company’s securities on short-term considerations.”
 
9. Personal information
The collection, use, disclosure and storage of personal data during the course of business are governed by the Personal Data Protection Act 2012. Employees should adhere to the Personal Data Protection Security Policy and applicable laws as well as the Compliance Manual through guidance by the Data Protection Officers.
 
 
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