1.1 This whistleblowing policy (“Policy”) deals with the receipt, retention and treatment of complaints received regarding Lorenzo International Limited (“Lorenzo” or “Company”) matters, and the protection of the confidential or anonymous reporting by employees of legitimate concerns regarding these matters.
1.2 Complaints which should be reported pursuant to this Policy, include without limitation, the following:
(a) fraud or deliberate error in the recording and maintaining of the financial records of the Company and/or its subsidiaries (“Group”) or in the preparation, review or audit of the Group’s financial statements;
(b) significant deficiencies in or deliberate non-compliance with the Group’s internal accounting controls;
(c) use of the Group’s funds, assets or property for any illegal, improper or unethical purpose, for example, fraud, theft of corporate property, embezzlement or misappropriation of corporate funds, assets or confidential information, and any acts of corruption or bribery;
(d) fraud against investors, or the making of fraudulent statements to the Singapore Exchange Securities Trading Limited, members of the investing public and government or state authorities;
(e) violation of existing legislation, rules and regulations applicable to the Group relating to its accounting, financial reporting, internal controls and auditing matters;
(f) distinct effort 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 Group;
(g) improper actions or omissions which are likely to endanger colleagues, customers and suppliers of the Group and/or members of the public;
(h) improper or abuse of Company position / appointment for personal gain; and
(i) information relating to any of the above is being deliberately concealed or attempts are being made to conceal the same.
1.3 Questions, concerns and complaints relating to the enforcement or application of human resources policies and regulations of the Group, aspects of the workplace environment of the Group and the behavioural aspects of employees (including matters relating to discrimination and harassment of any nature), are not considered complaints and should not be reported under this Policy but should be reported directly to the employee’s supervisors or to the Group’s Human Resource Manager.
1.4 The Group is committed to maintaining procedures for the confidential and anonymous reporting of complaints by employees of the Group and all reports of complaints will be treated on a confidential basis and if so requested by the employee reporting the complaint, will also be treated on an anonymous basis to the fullest extent possible, and the report of a complaint will only be disclosed to such persons who have a need to know in order to properly carry out the investigations of such complaint in accordance with the procedures set out in this Policy.
2. REPORTING OF COMPLAINTS
2.1 An employee may refer a complaint to the officer designated by the Audit Committee to receive and investigate such complaints (“Designated Officer”). The Designated Officer will treat all disclosures in confidence and will involve only those individuals who need to be involved in order to investigate such complaint.
2.2 If an employee wishes to remain anonymous, he or she may submit an anonymous complaint in writing (without providing his or her name or other personal information) to the Designated Officer by leaving a sealed envelope marked “Confidential – Only to be Opened by the Head, Compliance and Corporate Governance” at the address of the Designated Officer as indicated in below:
Designation : Head, Compliance and Corporate Governance
Current Incumbent : Independent Director
Tel : (65) 6841 6636
Email : email@example.com
Address : 106 International Road #02-00, Singapore 629175
2.3 An employee may also refer a complaint (which may also be on an anonymous basis) to the Audit Committee of the Company, if the said complaint has not been effectively addressed after being raised internally with the Designated Officer or where the complaint relates to the conduct of the Designated Officer. An employee who wishes to refer a complaint to the Audit Committee shall do so in writing, setting out the details of the complaint in a letter to be delivered to the Chairman of the Audit Committee at 106 International Road #02-00, Singapore 629175 in a sealed envelope marked “Confidential – Only to be Opened by the Chairman of the Audit Committee of Lorenzo International Limited”. Alternatively, the employee may email the Chairman of the Audit Committee at firstname.lastname@example.org, which is an email that only the Chairman of the Audit Committee has access to.
2.4 Any complaints submitted on an anonymous basis should specify the full details of the facts surrounding the complaint to reasonably enable an effective investigation to be conducted by the Designated Officer and/or the Audit Committee.
3. INVESTIGATION OF COMPLAINTS
3.1 The Designated Officer will first determine based on the disclosures made by the complaint whether the complaint is within the scope of the Policy before proceeding promptly to review and assess the seriousness of the complaint and determine, in consultation with others, if necessary, the manner in which the complaint should be investigated, using internal and/or external resources. The Designated Officer may investigate the complaint himself or herself or may direct such other persons (including another employee or an external third party) who need to be involved in order to investigate or assist in the investigation of the complaint. Such other persons shall report directly to the Designated Officer. If upon initial assessment, the Designated Officer is of the view that the substance of the complaint could materially and adversely affect the financial statements of the Group or the integrity of the company’s system of internal controls, the Designated Officer shall immediately advise the Audit Committee first and with the Audit Committee’s approval, also notify the Managing Director and Group Chief Financial Officer (except to the extent that any such persons are allegedly implicated in the complaint) of the complaint and the status of investigations. The Chairman of the Audit Committee will separately notify the Chairman of the Board on the same.
3.2 Investigations of the complaints shall be treated on a confidential basis, maintaining the anonymity of the employee concerned (if so desired by the employee making the complaint), involve only persons who need to be involved in order to properly carry out the investigation and will, on a best efforts basis, be carried out in a timely manner.
3.3 The Designated Officer shall report to the Audit Committee at least once every half-yearly to provide the Audit Committee with, inter alia, the following information:
(a) the number of complaints received during that quarter;
(b) the details of each complaint;
(c) the status of the investigation of each complaint; and
(d) the findings and recommendations of the Designated Officer.
4. RECORD RETENTION POLICY
4.1 Each complaint (including the record of the investigation, reports, communications and resolution, if any, of the complaint) will be fully documented in writing by the Designated Officer or person(s) assigned to assist in the investigation.
4.2 The records and reports of the complaints shall be marked as “Privileged and Confidential”, and access to the same will be restricted only to the members of the Audit Committee, the Designated Officer(s) and such other persons who have a need to know and are specifically designated and authorized to investigate or assist in the investigation of the complaints. Disclosure of these records and reports to any other persons will require the prior approval of the Audit Committee.
4.3 The records and reports of the complaints shall be retained for a period of at least seven (7) years from the date of the respective complaint, unless the information therein is relevant to any pending or potential litigation, inquiry or investigation in which case, the said records and reports shall not be destroyed until the conclusion of the litigation, inquiry or investigation and for such period thereafter as may be necessary.
5. LEGITIMATE COMPLAINTS MADE IN GOOD FAITH
5.1 The Company will not take any disciplinary actions against an employee who in good faith reports a complaint, nor demote or terminate the employment of such an employee or threaten to do so with the deliberate intent to discourage an employee from reporting a complaint or with the deliberate intent to engage in retaliatory conduct against the employee for reporting a complaint.
5.2 Any false or malicious allegations could however lead to disciplinary action if, following investigation, it is determined that such allegations constitute misconduct warranting disciplinary action.
6. POLICY REVIEW AND PUBLICATION
6.1 The Audit Committee will review this Policy and its effectiveness from time to time, with recommendations regarding any amendments thereto to be made to the Board of Directors of the Company for approval.
6.2 This Policy, including any amendments thereto, shall be incorporated into the Company’s Staff Handbook and made known to all employees of the Group.
Procedures for the receipt, retention and treatment of compliants about Lorenzo International (the "Company") or its subsidiaries' accounting, internal controls, auditing and corporate goverance can be found here.