1. Introduction

In order to ensure and demonstrate commitment to efficient and independent handling of employee and stakeholder concerns, Mikro MSC Berhad (“Mikro” or “the Company”) has engaged BDO Governance Advisory to set up and administer its Whistle-Blower facilities.

2. Definition

In this Standard Operating Procedure (“SOP”), expressions used shall have meanings shown below:

(Refer to Appendix I for the names of the WBCh, the WBCo and the Board)

3. Objective of this Policies and Procedures

This document sets out the procedures involved in, and the relevant provisions for, whistle-blowing. The whistle-blowing mechanism provides an avenue for concerned parties/stakeholders to raise their concerns about malpractices/improper conduct in a confidential manner and for the execution of inquiries into the reported concerns. This will ultimately drive reporting to the appropriate channels for further actions to be deliberated (if any).

4. Scope of this Policies and Procedures

This document is designed to enable concerned parties/stakeholders to report any perceived act of malpractice/improper conduct. Such reports should not be based on mere speculation, rumors and gossip, but on knowledge of facts. Reportable malpractice/improper conduct covered under this SOP include, but are not limited to:

• All forms of financial malpractice or impropriety such as fraud against the company, fraud by the company, corruption, bribery, theft, embezzlement;
• Financial reporting irregularities;
• Failure to comply with legal and regulatory obligations;
• Breach of contractual obligations to clients/suppliers;
• Any form of criminal activity;
• Misuse of Company’s property;
• Abuse of power;
• Non-disclosure/conflict of interest;
• Breach of Personal Data Protection Act (“PDPA”)
• Discriminatory practices in relation to age, disability, national origin, race/colour, religion, etc.;
• Actions detrimental to Health and Safety or the Environment; and
• Attempt to conceal any of the above listed acts.

In reporting malpractice/improper conduct, the concerned parties/stakeholders should exercise sound discretion. Matters that can be resolved through normal escalations channels by, for example, carrying out internal discussions, reporting to the Head of Human Resources, Head of Finance, or any other/respective department heads, etc., should be addressed in these manners in the first instance. The whistle-blowing mechanism should only be used as a channel to report matters that either cannot be escalated through the normal channels or where such escalation has failed to yield appropriate and adequate action. Notwithstanding, where the concerned parties/stakeholders are in doubt, they should proceed to report through the whistle-blowing channel.

5. Roles and responsibilities

6. Whistle/blowing procedures and reporting hierarchy

In order to maintain the independence and integrity of the whistle-blowing process, the following procedures will be adopted:

• Whistle-Blowers shall report their concerns at BDO EthicsLine whistle-blower platform (“EthicsLine”) at Hyperlink >> Mikro Whistleblowing Platform
• Under normal circumstances, the reporting hierarchy of concerns is shown as follows:
• Any concerns received by BDO at EthicsLine will be escalated to the WBCh. The WBCh will follow up/investigate/or at their discretion, delegate the work to internal/external parties(s) as they see fit.
• Where concerns received involve any members in the WBCh other than the MD, the MD will follow up/investigate/or at his discretion, delegate the work to internal/external parties(s) as he sees fit. No detail of the concerns or the identity of the Whistle-Blower will be given to the subject WBCh member(s).
• Where concerns received involve the MD in the WBCh, BDO will escalate the concerns received directly to the WBCo, and the WBCo will follow up/investigate/or at their discretion, delegate the work to internal/external parties(s) as they see fit. No detail of the concerns or the identity of the Whistle-Blower will be given to the MD.
• Where concerns received involve the WBCo, BDO will escalate the concerns received to the WBCh. The WBCh will follow up/investigate/or at their discretion, delegate the work to internal/external parties(s) as they see fit. The MD within the WBCh who has direct access to the Board shall report to the Board directly. No detail of the concerns or the identity of the Whistle-Blower will be given to the WBCo member(s).
• Where concerns received involve any Member of the Board, BDO shall exercise its professional judgement in seeking out appropriate other Members of the Board to ensure the appropriate reporting and follow up to the concerns raised. No detail of the concerns or the identity of the Whistle-Blower will be given to the Board Member in question.

7. Protection to Whistle-Blowers

The identity of Whistle-Blowers will be kept confidential to a reasonably practical extent (see also Section 9 below). All Whistle-Blowers who have acted in good faith will be protected from unfair treatment or practices including, but not limited to:

• Retaliation;
• Threat or intimidation of termination/suspension of service;
• Disciplinary action;
• Transfer;
• Demotion;
• Withholding of promotion; and
• Any direct or indirect use of authority to obstruct the employee’s right to continue to perform his/her duties/functions, including making further disclosures.

Such protection will continue to apply even if investigation later reveals that the Whistle-Blower has been mistaken on facts, and the relevant rules and procedures involved. However, if an employee raises a concern frivolously, maliciously or for personal gain, these protections will no longer apply, and disciplinary action may be taken against the employee.

8. Confidentiality

Notwithstanding the use by BDO and the management, all reported concerns will be treated in confidentiality and are to be kept protected against any unauthorised use and access, except where applicable laws requires its disclosures or where prior adequate notification has been given to the Whistle-Blower.

9. Anonymity of Whistle-Blower

Whistle-Blowers may choose not to disclose his/her identity when reporting their concerns. However, in the course of any resultant investigation (and/or legal proceedings where necessary), the Whistle-Blower may be requested to disclose his/her identity. It should be noted that there will be situations in which further action (including investigation, disciplinary action and/or legal proceedings against the subjects of a complaint) may not be possible without knowing the identity of the whistle-blower.

10. Actions by Management

Once management has received the whistle-blower reports from BDO, management will carry out its investigation and take the appropriate corrective and/or disciplinary actions. Where management has decided that it cannot perform the necessary investigation, due to technical limitations, independence issues or otherwise, management shall engage an independent professional party to carry out the investigation.

11. Whistle Blowing Procedures

Process

Narration

Whistle-Blowers are to raise concerns through EthicsLine at Mikro Whistleblowing Platform The concerns should be clearly presented and contain the following details which should be filled-in in the space provided in EthicsLine. Types/Categories of incident Background/Description of the incident Time and date of the incident Location of the incident The person(s) involved Reason for believing the reported incident to be an issue Whistle-Blower’s contact details (optional) Upon the submission of the concerns, an auto-generated reference number will appear on screen. Whistle-Blowers should save this reference number for checking of status of the concerns lodged on EthicsLine. Where the matter requires immediate attention, BDO shall highlight to WBCh/WBCo/the Board for the next course of action. (i.e. immediate issuance of detailed case report) BDO shall, within 7 working days of the receipt of the concerns, review, categorise, close out the concerns with the Whistle-Blower (subject to Whistle-Blower’s availability and co-operation), and update the status of the concerns on EthicsLine (of which the Whistle-Blower can check). BDO shall submit the whistle-blower reports, i.e. the summary of concerns and the detailed case reports (if any) and status to the following and according to the timeline set out below: Parties reported to Frequency WBCh (or to the WBCo or the Board according to circumstances set out in Section 6 Bi-Weekly – should there be concerns received not requiring immediate attention Monthly – should there be no concerns received. The WBCh/WBCo/the Board of MIKRO shall engage in deliberation on the need for further actions, e.g.: investigations, legal actions, process improvement, disciplinary measures etc. BDO will provide its recommendations on further action and may be requested to join the deliberations. To carry out the further actions internally or eternally, depending on factors such as technical capabilities, independence, confidentiality, etc.

APPENDIX I

Whistle Blow Champions (WBCh) – Senior Management Personnel

Whistle Blow Committee (WBCo) – Non-Executive Directors

Members of the Board of Director of MIKRO