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    and Safety
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Objective
Yoma Strategic Holdings Ltd (“YSH”) and its subsidiaries (“the Group”) have implemented its policy on ‘Anti Bribery’ in support of a Group wide Corporate Governance framework in preventing bribery and corruption.

Group’s ‘Code of Conduct’ and ‘Conflicts of Interest’ Policies commits us never to engage in bribery, any form of unethical inducement or payment including facilitation payments and ‘kickbacks’.
Definition
For the purposes of this policy, bribery occurs when one person offers, pays, seeks or accepts a payment, gift, favour, or a financial or other advantage from another to influence a business outcome improperly, or to induce or reward improper conduct.

Bribery and corruption, whether involving government officials, or commercial entities, including joint ventures, can be direct or indirect through third parties such as agents, brokers and joint venture partners including facilitation of payments.
Our commitment
The Group is committed to put procedures in place to prevent bribery by any individual or organisation that performs services for or on behalf of the Group. Consequently, this policy applies to every employee, contractor, director and officer in every wholly-owned Group company and in every joint venture company with whom the Group has a relationship.

Contractors, consultants or suppliers who are our agents or who are working on our behalf or in our name, through outsourcing of services, processes or any business activity, will be required to act consistently with this policy when acting on our behalf. Independent contractors, consultants or suppliers will be made aware of this policy as it applies to our people in their dealings with them. Joint venture companies not under the Group control and joint venture partners are encouraged by the Group to adopt a similar policy, and adequate procedures, to prevent bribery.
Policy
The Group does not tolerate any form of bribery or corruption.

You must not offer, pay, make, seek or accept a personal payment, gift or favour in return for favourable treatment or to gain any business advantage. You must follow the anti-bribery and corruption laws to which you and the Group are subject, remembering that Singapore anti-bribery and corruption laws apply wherever you are operating.

You are liable to disciplinary action, dismissal, legal proceedings and possibly imprisonment if you are involved in bribery and corruption.

You must ensure people who work for and with you understand bribery and corruption is unacceptable.

You must comply with the Group procedures for the prevention of bribery and corruption.

This policy will be disseminated and published to all employees, contractors, suppliers and business partners together with all updates and clarifications.



Introduction
Yoma Strategic Holdings Ltd (“YSH”) and its subsidiaries (“the Group”) have implemented its principals of anticorruption through a Group wide Corporate Governance Framework, and its Code of Conduct expressly prohibits “bribes, illegitimate favors, entertainment, hospitality expenses and requests for personal benefits for oneself or others, either directly or through third parties". All personnel and business partners are required to comply with the Code and it is communicated throughout the supply chain.

The Group conducts its business according to the highest legal and ethical standards, and in compliance with all applicable laws and regulations. Its reputation is one of its greatest assets, and any impropriety or questionable conduct is not tolerated. The code has been adopted to further the tenth principles of UN Global Compact: “Businesses should work against corruption in all its forms, including extortion and bribery”, and it applies to all operations and employees of the Group including directors, officers, employees, consultants, agents, representatives and third parties suppliers. Each company, present or future, within the Group will be deemed to be bound by this Code and the Anti- Corruption Procedure which has been established to give effect to the Code and will be expected to conduct their business accordingly.

This procedure and its related documents are designed to ensure that the Group, its personnel and all associated persons comply fully with the tenth principles of UN Global Compact in all Group’s business operations. It is the responsibility of each associated person by action and supervision as well as continuous review to ensure strict compliance with the Code of Conduct and this procedure, and the Group may take disciplinary action, up to and including dismissal or termination of contract, against any associated person who violates the Code or this Procedure.

The Group has adopted Code of Conduct, Procedures for reporting Improprieties and Employees guide to procedures for reporting Improprieties and distributed across individual entities and its supply chain. Any employees of the Group who suspects or becomes aware of any violation of applicable law, the Code, or this Procedures must report to the Designated Person, Director of Risk Management or Board Members who shall in turn report the matter to the Board.
Implementation
  1. Every employee shall have an unfettered right to file a genuine and bona fide complaint and shall not be restricted in the exercise of such right.
  2. Any complaint alleging obstruction or reprisals shall be received, reviewed and investigated in the same manner as any complaint alleging improprieties.
  3. The procedures for the receipt, retention and treatment of a complaint are set out below and shall be fully complied with.
  4. Every complaint may be sent to or lodged in the manner to Designated Person, Director of Risk Management and Assurance.
  5. The identity of concerned employees who have lodged complaints shall be kept confidential anonymity.
  6. A Complaints register shall be maintained or caused to be maintained for the purposes of recording details of all complaints received, including the date of such complaint and the nature of such complaint. The Complaints Register shall be made available for inspection upon any request of the Audit & Risk Management Committee.
Investigation
  1. Designated Person will conduct an initial review of the report received and recommend the remedial, disciplinary or other action to be taken action taken by the Company. All investigations shall be reported to the Audit & Risk Management Committee for their attention and further action as necessary.
  2. Upon receipt of any Complaint, the Audit & Risk Management Committee may determine to commence or conduct further investigations or review and to take such remedial, disciplinary or other action as it deems appropriately. The Company reserves the right to take such action as the Audit & Risk Management Committee deems appropriate against any such Employees.
Penalties
  1. In the event that if an employee is inconsistent or in conflict with the procedures will be charged with disciplinary action, up to and including dismissal or termination of contract in compliance with local and national laws, regulations, rules, directives or guidelines the extent of such inconsistence.

In support of this procedures, the Group takes extensive measures on the acceptance of gifts and hospitality in business relations and claimed that gifts not exceeding US$100 can be retained by the employee if it has been declared to and approved by the relevant business Head.

In addition, the Group will review strictly in dealing with contractual relations to ensure no bribe, kickback, payoff or other improper payment or benefit will be proposed or entered into.

This Procedure shall disseminate and publish to all Employees together with all updates and clarifications.



Introduction
Yoma Strategic Holdings Ltd. (“YSH”) and its subsidiaries (“the Group”) have adopted a Code of Conduct (“the Code”) that applies to all employees. The Code sets out the principles to guide employees in carrying out their duties and responsibilities to the highest standards of personal and corporate integrity when dealing with YSH, its competitors, customers, suppliers, other employees and the community.

The Code sets the minimum standard that the Group expects of all employees, regardless of the jurisdiction or legal entity through which the Group operates. Where appropriate, the Code can be supplemented by additional specific requirements related to a country, entity or business unit.

It is the responsibility of every employee to comply with the spirit and principles of the Code, as amended from time to time. Compliance with the Law In addition to the Code, YSH expects employees to comply with all laws, regulations and legal requirements applicable to the different jurisdictions where it operates.
Sanctions and Embargos The Group is prohibited from dealing with companies (and/or individuals) which are on the UN, US and EU sanction lists but it takes into account general licenses for exceptions and authorisations or waivers issued by government agencies or representatives. If through the supply chain, contractors, suppliers and business partners are in contact with companies (and/or individuals), known to be associates of companies (and/or individuals) on the sanctions list, or known to be notorious, or reputed as cronies, employees should contact the Group General Counsel (who may consult the Head of Risk Management and Assurance), prior to any dealings taking place.
Workplace Health and Safety The Group is committed to provide a healthy and safe work environment for employees, customers, business partners and visitors. Every employee has a personal responsibility to support this commitment.

Employees are obliged to carry out their work in a safe manner, without causing harm to themselves or others, and to report any potentially unsafe or unhealthy situations immediately.

They must observe and follow all safety and environmental regulations laid down in the operation instructions, including putting on the necessary safety equipment, where applicable.
Company Property and Assets Employees are responsible for company property entrusted to them. This property includes, but is not limited to physical property (such as phones, company vehicles or computers), records (such as data on customers and company records), and intangible property (such as computer software and computer records). It is important that, whichever category the property falls into, employees must treat the Group’s property as they would their own and must not damage it, deface it or remove it for personal use, unless authorised to do so.

Similarly, they are responsible for the proper expenditure of the company’s funds including expenses. While spending or committing company funds, employees must be sure that the transaction is proper and documented, and that the company receives appropriate value in return. Computers Employees must use office computers, or terminals, only in the way in which they have been instructed. They should protect their own password and not use anyone else's ID or password to access records.

Unless authorised, employees must not alter records or software instructions. They must always ensure that any software they use has been obtained from authorised suppliers and should only install software if they are permitted to do so.

Just as they must not misuse company property, they must not dispose of any company property in an unauthorised manner, such as by selling, loaning or giving it away without proper permission.
Job Performance The Group is committed to providing quality and efficient service to all customers, and every employee has an important role to play.

They are required to perform tasks assigned in a responsible and reliable manner and to manage time at work efficiently, without wasting company time and resources by taking part in unauthorised activities including, but not limited, to trading, gambling or political activities on the premises.
Dealings with other Employees At all times, every employee has a responsibility to treat colleagues with respect and consideration. Improper behaviour includes, but is not limited to, discrimination or harassment in any form such as bullying, intimidation, threats, ridicule, sexual, racial or verbal abuse, insults, gestures, wilful or serious insubordination, physical violence etc. YSH will not tolerate these behaviours and will take disciplinary action including termination or dismissal.

While on duty, employees must not conduct themselves in such a manner that will interfere with or prevent other employees from carrying out their duties properly.
Customers and Business Partners Honesty in all dealings with the Government, businesses and other organisations is essential. Making of payments or payments in kind such as gifts or favours to influence individuals to award business opportunities to the Group or to make a business decision in the Group’s favour is prohibited.

Employees must always seek any third party's confidential information through the proper authorities. If given such confidential information, employees must ensure that they are entitled to have it, and obey the rules of having such information, if any.

They must always maintain good relationships with customers which is vital to the success of the business. Customers must feel that they are getting the highest standard of service from a company which listens to them and is responsive to their needs.

Information about customers and business partners must remain confidential and should only be imparted with full authority to do so.
Alcohol & Drugs Drugs and/or alcohol can impair an individual's capacity to perform his/her job safely, efficiently and with respect for colleagues and customers. The use of such substances may result in injury or a threat to the well-being of an individual, colleagues, customers or members of the public.

An employee must attend work in a fit state and is not to be under the influence of alcohol or drugs during working hours.

Involvement with the manufacture, possession, use, distribution, sale, purchase, or transfer of illegal drugs is strictly prohibited.
Official Records Information is a valuable asset of the Group and its integrity depends on the honesty, completeness and accuracy of its records. This means that anyone preparing the company's records and reports must be diligent in assuring the accuracy and completeness of all data, records, reports and expenditure connected with the company.

Employees must keep copies of company records such as installation data, customer records and test data at a safe location. For financial record keeping purposes, employees must not engage in any practice or procedure which might conceal, facilitate or constitute bribery, kickbacks, improper gratuities or other illegal or improper payments or receipts, or which might appear as such.
Proprietary Information & Intellectual Property Many employees have access to information, which includes the trade secrets, know-how used by the Group to distinguish its businesses and services from those of competitors, as well as sensitive private business information of a commercial, technical or financial nature such as prospects, agreements with customers, business partners, competitors, account plans, business proposals, negotiations and contracts.

It is important that all company proprietary information is kept confidential. Employees have a duty to safeguard company information, bearing in mind ethical, legal ramifications and government regulations. Information of commercial value or of a sensitive nature must be tightly controlled. For example, when releasing information to a third party for a bid proposal, a Non-Disclosure Agreement (format provided by legal department) should be signed by the third parties, and information released is on a need-to-know basis.

Any trademark, copyrights, patents, designs, registered designs, proprietary information and all other intellectual property rights developed and commissioned by the company belong to the Group. Employees are reminded not to infringe any third parties' rights including, but not limited to, any third party intellectual property rights, copyrights, patents and trademarks.

The Group will hold exclusive property of any invention, discovery, design or improvements made. This could also include inventions employees may create which relate to the company’s business, regardless of whether the invention or designs are patentable or are capable of being registered or copyrighted.

Employees must report these inventions to the company and shall, at the company's request and expense, disclose information relating to the invention and do what is required to obtain patents or industrial rights relating to the invention. The patents will be in the name of the company or its nominee and the employee will not be entitled to any payment for the invention. The company's ownership of any intellectual property created by employees while with the company continues after they have left service.

When employees leave the company for any reason, including retirement, they must return all the company’s property, including all documents and records in their possession, and they must not disclose or misuse company confidential information. Employees are also responsible for protecting information provided in confidence by any third party, such as a customer, supplier or a partner, after they leave the company.
Disclosure of Official Documents, Information and Trade Secrets All documents, papers and information acquired in an employee’s official capacity or otherwise should be treated as confidential and trade secrets of the Group. Employees must not copy, reproduce, extract, translate or in any way deal with them in a manner that is not authorised or allow others to do so, or disclose, publish or communicate them to the Press or to individuals whether directly or indirectly unless it is in the course of their official duties or if it is lawfully required or authorised by any Court of law or with authorisation from the Management. This clause shall continue to apply even after they are no longer employed by the Group.
Conflict of Interest A ‘conflict of interest’ arises when employees have a competing professional or personal interest that would either make it difficult to fulfil their duties properly, or would create an appearance of impropriety that could undermine customer or public confidence.

Employees must do nothing that conflicts with the interests of the Group, or anything that could be construed as being in conflict, for example, participating in the evaluation/approval of award to a vendor in which an employee has a vested interest (either personally, or through close relatives). Employees should declare/disqualify themselves from handling transactions which put them, whether perceived or real, in a position of conflict.

Employees must avoid all situations which could result in conflicts of interest. They should comply with reporting and disclosure requirements of potential or actual conflicts of interest, and disclose any matters which could reasonably be expected to interfere with their professional duties.
Business Dealings Employees should not engage in any outside business dealings that involve or could appear to involve, a conflict between their personal interests and the interests of the Group (i.e. conflict of interests).

Employees must not have any direct or indirect financial or business interest in or dealings with competitors, suppliers, customers or anyone else with whom they are engaged in a business relationship on behalf of the Group, which might or might appear to, create a conflict of interest, or impair the judgments they make on behalf of the Group.

They should also not engage in any personal business dealings which detract from or conflict with their employment in YSH.

Employees must avoid situations where their loyalties may be divided between the Group's interest and those of a customer, supplier or competitor.

Employees must not take advantage of any opportunity for personal gain that rightfully belongs to YSH. They should avoid putting themselves in any situation which might, or might appear to put them at a personal advantage, and they must report any potentially compromising situation to their supervisors promptly.
Employment Outside the Group Employees should not engage in any outside employment or hold any position without the prior written consent of a Director unless such employment has been arranged or is undertaken in connection with the performance of their responsibilities and duties as part of the enlarged Group.

If employees are considering accepting an external appointment, they must consider if accepting this position may give rise to the possibility of conflict. If they have been given permission to take on such employment or to have other business relationships, they must ensure that these activities do not negatively affect their ability to fully and effectively perform their role for YSH or YSH's reputation and/or its services to customers or YSH’s current or future business plans.
Insider Trading Employees must not use "inside" information - information which has not been made available to the public and which may materially affect a corporation’s stock price - as the basis for purchasing, or selling, shares in the company, or any other company with which they have dealings. Such information may include unannounced earnings, dividends or potential acquisitions. Employees must not engage in, or procure another person to engage in, any share transactions with respect to the shares of the corporation, whether it is for themselves, anyone else or for the Group, when in possession of inside information.
Gifts and Hospitality The acceptance of gifts from customers, existing and/or potential, business partners, suppliers, contractors, competitors or members of the public is prohibited as it may create a situation of conflict or potential conflict of interest.

Retention of Gift

Gifts not exceeding US$100 can be retained by the employee. All gifts exceeding US$100 must be recorded in a registry maintained by the relevant business head detailing the description of the gift, the name of the person providing the gift and the manner in which such gift was disposed of. Gifts exceeding US$100 can be retained by the employee if it has been declared to and approved by the relevant business head. It should be noted that retention of gifts is allowed only if they are received under non-obligatory circumstances.

As business lunches/dinners are an accepted mode of hospitality, these need not be declared but care must be exercised while accepting such meals. These should be infrequent. The sole purpose must be for enhancement of a business relationship and not for reciprocity.
Dealing with the Media It is important that news about all company activities – from new partnerships to new services – be properly co-ordinated. All media requests for information and interviews should be referred to Investor Relations Division in Singapore.

Statements made in any online forum (e.g. web logs or blogs) or social networking sites (e.g. Facebook) are considered to be public statements. No comments regarding the Group, its business, products, services, strategy or practices should be made without prior approval from Management. Where employees do participate in blogs or any other online space, even personal sites maintained outside of work hours, they should take care to ensure not to act in conflict with the best interests of the Group.
Fraud Where an employee has concerns, or receives information about any fraud in connection with the affairs of the Group, it is the employee's responsibility to report those concerns or information.

YSH adopts a "zero tolerance" approach to fraud and has implemented a formal policy, the Whistleblower Protection Policy which sets out the procedures for reporting and investigating fraud in connection with the business and affairs of the Group.
Penalties Breaches of this Code will result in disciplinary action including termination or dismissal, as well as compensation for damage caused.


Objective
Yoma Strategic Holdings Ltd (“YSH”) and its subsidiaries (“the Group”) have implemented its policy on ‘Conflict of Interest’ in support of a Group wide Corporate Governance framework, to assure the highest level of ethical conduct of persons employed by or involved in the governance of the Group in all that pertains to the Group, and to avoid public perceptions and financial consequences detrimental to the Group that could arise from the misuse, or perception of misuse, of an individual's position or influence.

The Group’s conflict of interest policy is not designed to eliminate or exclude relationships and activities that might create a duality of interest, but rather to encourage transparency and careful deliberation in those cases where conflicts or perceived conflicts may arise.
Conflicts of interest
A conflict of interest may be defined as an interest that might affect, or might reasonably appear likely to affect, the judgment or conduct of an individual associated with the Group.

A conflict of interest may exist when the interests or concerns or potential interests or concerns of any director, officer, fellow, or staff member, or any individual, group or organisation to which one of these people has allegiance, may be seen as competing with the interests or concerns of the Group, or may impair these people's independence or loyalty to the Group.

For example, a conflict of interest may exist if a director, officer, fellow, or staff member:
  1. has a business or financial interest in any third party dealing with the Group;
  2. holds office, serves on a Board, participates in management, or is employed by any third party dealing with the Group;
  3. derives remuneration or other financial gain from a transaction involving the Group (other than salary or salary and benefits expressly authorised by the Group);
  4. receives gifts from any third party on the basis of his or her position with the Group (other than occasional gifts valued at no more than $50, or if valued at more than $50, the gift is made available in a team space or common area for others to share - e.g., fruit baskets, boxes of candy). All other gifts should be returned to the donor with the explanation that the Group policy does not permit the acceptance of gifts. No personal gift of money should ever be accepted; and
  5. engages in any outside employment or other activity that will materially encroach on such person's obligations to the Group; compete with the Group's activities; involve any use of the Group's equipment, supplies, or facilities; or imply the Group's sponsorship or support of the outside employment or activity.
Disclosure
Whenever any director has a conflict of interest or a possible perceived conflict of interest with the Group, he or she shall notify the Chairman of the Board of Directors of such conflict. Whenever any staff member or fellow has a conflict of interest or a possible perceived conflict of interest with the Group, he or she shall consult with their supervisor or another member of the Senior Management Team and, if warranted, notify the CEO of such conflict.

When any conflict of interest is relevant to a matter under consideration or requiring action by the Board of Directors, or committee thereof, the interested person shall call it to the attention of the Chairman of the Board of Directors and shall not be present during Board or committee discussion or decision on the matter. However, that person shall provide the Board or applicable committee with any and all relevant information on the particular matter.

The minutes of the meeting of the Board of Directors or committee thereof shall reflect that the conflict of interest was disclosed, that the interested person was not present during discussion or decision on the matter, and did not vote.
Review and application of policy
The policy and its application shall be reviewed annually for the information and guidance of directors, officers, and staff members, each of whom has a continuing responsibility to scrutinise their transactions and outside business interests and relationships for potential conflicts and make such disclosures as described herein.

Each director will be asked to complete a Conflict of Interest Policy Disclosure Statement upon his or her election or re-election to the Board and annually thereafter. Each officer and senior staff member will be asked to complete such a Statement upon his or her employment and on an annual basis thereafter.

This policy will be disseminated and published to all directors, officers, fellow, employees, contractors, suppliers and business partners who is presently serving the Group, or who may hereafter become associate with it, together with all updates and clarifications.

Attached: Conflict of interest disclosure form

Conflict of interest disclosure form

Name:   Position:
Entity:   Reporting to:

Please describe below any relationships, transactions, positions you hold (volunteer or otherwise), or circumstances that you believe could contribute to a conflict of interest between the Group and your personal interests, financial or otherwise:

I have no conflict of interest to report.
 I have the following conflict of interest to report (please specify other not-for-profit and for-profit boards you (and your immediate family member) sit on, any for-profit businesses for which you or an immediate family member are an officer or director, or a majority shareholder, and the name of your employer and any businesses you or a family member own):
1.
2.
3.
I hereby certify that the information set forth above is true and complete to the best of my knowledge.  I have reviewed, and agree to abide by, the Policy of Conflict of Interest of the Group.
 
Signature:   Date: 




Objective

Yoma Strategic Holdings Ltd (“YSH”) and its subsidiaries (together “the Group”) have implemented its policy on ‘Environment, Health and Safety’ (“EH&S”) in support of a Group wide Corporate Governance framework, to:
  1. foster greater awareness of sustainable approaches across the Group;
  2. enhance its capabilities to identify and manage adverse impacts from all business activities; and
  3. instill a culture of ‘no harm, less pollution and wider conservation approaches to protect the environment’ in all business operations.

Our commitment

In line with International Finance Corporation’s (IFC) Performance Standards, the Asian Development Bank’s (ADB) Safeguard policy, national environmental policies and other applicable laws, the Group is required to safeguard the environment by:
  1. incorporating environmental and social considerations into business strategy, and allocate adequate resources to manage EH&S risks associated with projects;
  2. promoting a safe, clean and healthy environment and better work culture to minimise any adverse environment, health, safety and social impacts arising out of operations;
  3. establishing EH&S system and processes to adhere to and comply with applicable legislation, regulations and other requirements pertaining to environment, health, safety, labour and community at large;
  4. optimising energy and resources by way of minimising wastes and increasing use of environmentally sustainable products, materials and services;
  5. monitoring, reporting and improving of applicable procedures and performances (where required) regularly; and
  6. communicating this EH&S Policy to all employees, contractors, suppliers and business partners.

This EH&S Policy will be disseminated to all employees, contractors, suppliers and business partners.





Objective

Yoma Strategic Holdings Ltd (“YSH”) and its subsidiaries (together, “the Group”) have implemented its policy on ‘Human Rights’ in support of a Group wide Corporate Governance framework, to:
  1. foster greater awareness of human rights throughout the Group including (but not limited to) equal opportunity, antidiscrimination, right to life, liberty, and security of person;
  2. enhance its capabilities to identify and manage adverse impacts from all business activities; and
  3. instill the culture of ‘respecting individuals’ right to freedom of thought, conscience, and religion including freedom of opinion and expression without interference’ in all business operations.

Our commitment

In line with applicable international and national practices, including the Universal Declaration of Human Rights, the International Labor Organization’s (ILO) Declaration, International Finance Corporation’s (IFC) Performance Standards two, five and seven, the Asian Development Bank’s (ADB) Gender Development and Safeguard policy and the tenth principle of United Nations Global Compact (UNGC), the Group is required to safeguard the human rights by:
  1. being involved in multilateral efforts to support human rights, as well as taking part in activities designed to promote human rights;
  2. making specific references to this Human Rights Policy in the Group’s standards, policies, procedures and ethical values;
  3. treating all employees with respect and dignity, promoting diversity in the workplace in consistent with the Group’s policies and procedures, and adhering to all applicable national laws and core labor principles;
  4. interacting with all employees in a manner that respects human rights and consistent with the spirit and intent of this Human Rights Policy;
  5. reinforcing awareness of potential human rights issues;
  6. monitoring, reporting and improving applicable procedures (where required) regularly; and
  7. communicating this Human Rights Policy to all employees, contractors, suppliers and business partners.

This Human Rights Policy will be disseminated to all employees, contractors, suppliers and business partners.





Objective

Yoma Strategic Holdings Ltd (“YSH”) and its subsidiaries (together “the Group”) have implemented its policy on ‘Land Acquisition’ in support of a Group wide Corporate Governance framework, to:
  1. foster greater awareness of proper land acquisition process throughout the Group;
  2. enhance its capabilities to identify and manage adverse impacts from all business activities; and
  3. instill a culture of ‘respect landownership rights and seek to avoid involuntary resettlement wherever possible’ in all business operations.

Our commitment

In line with applicable international and national practices, including International Finance Corporation’s (IFC) Performance Standards five, seven and eight, the Asian Development Bank’s (ADB) Safeguard policy and local land acquisition legislation, the Group is required to safeguard the proper land acquisition process by:
  1. making specific reference to this Land Acquisition Policy in the Group’s standards, policies, procedures;
  2. conducting land acquisition due diligence reviews of ongoing activities and new business opportunities to avoid adverse impacts to the communities in which we operate;
  3. promoting land acquisition guidelines, procedures and principles of Free, Prior and Informed Consent (FPIC) embedded in the Group’s Environmental and Social Management System (ESMS);
  4. advocating to avoid, minimise and reduce adverse resolution of disputes involving land use or ownership rights;
  5. avoiding and minimising involuntary resettlement by exploring alternatives;
  6. monitoring, reporting and improving of applicable procedures and performances (where required) regularly; and
  7. communicating Land Acquisition policy to all employees, contractors, suppliers and business partners.

This policy will be disseminated to all employees, contractors, suppliers and business partners.




EMPLOYEE’S GUIDE TO PROCEDURES FOR REPORTING IMPROPRIETIES
YOMA STRATEGIC HOLDINGS LTD. (the “Company”) is committed to achieving the highest standards of integrity and accountability within its internal structure. With this in mind, the Company has developed these Procedures for reporting improprieties (the “Policy”) where all employees (the “Employees”) with serious concerns about the Company’s activities and operations may come forward and voice these concerns with the assurance that swift action will be taken if necessary.

This Policy makes it very clear that Employees may report improprieties or suspected improprieties without fear of victimization, subsequent discrimination or any form of disadvantage whatsoever. In fact, this Policy intends to empower Employees to raise potentially serious concerns within the Company rather than letting them escalate or possibly seeking alternative externally.

This Policy is a clear and unambiguous statement of the Company’s commitment that any impropriety by the Company or any of its employees, directors, or officers, once identified and reported, will be dealt with in expeditious manner and thoroughly investigated and subsequently remedied. The Company will also use its best endeavors to explore and implement policies to ensure that such impropriety can be prevented in the future.

This reporting mechanism invites and encourages all Employees to act responsibly and impartially to uphold the reputation of the Company and maintain public confidence in it. Nurturing and developing a culture of openness and transparency within the organization will further aid and expedite this process.

Further background to this Policy is summarized in the list of questions and answer below. This write-up is intended to serve as a guide to Employees only and they are encouraged to carefully read the Policy in the full as attached to this Guide.

Section A: BACKGROUND/FREQUENTLY ASKED QUESTION

1. What is whistleblowing?

Employees are usually uniquely situated within the Company and amongst the first to know when something is going wrong in a company. A culture of “turning a blind eye” to such problems usually means that the alarm will not be sounded and management will not have a chance to take necessary appropriate action before substantial damage results. Whistleblowing can therefore be described as providing information about potentially illegal and/or unethical practices i.e. impropriety within the Company.

2. What is impropriety?

Impropriety involves any unlawful, illegal, unethical or otherwise improper behavior and can include, amount others:
  • An unlawful act, whether civil or criminal;
  • Breach of or failure to implement or comply with approved Company policy;
  • Utilizing the Company’s funds in an unauthorized manner;
  • Not observing the Company’s internal and financial control procedures and policies;
  • Questionable accounting or auditing practices;
  • Abuse of power pr authority for any unauthorized or ulterior purpose;
  • Intentional provision of incorrect information to public bodies; and
  • Suppressing or attempting to suppress any information relating to the above.

3. What is the intention of the Policy?

This Policy aims to:
  • Encourage Employees to feel confident about raising concerns and to question and act upon such concerns;
  • Provide an outlet for employees to raise their concerns and acquire feedback on any action taken as a result;
  • Reassure Employees that they will be protected from possible reprisals or victimization provided that they raise their concerns in good faith and reasonably believe them to be true;
  • Caution Employees that, where more appropriate measures and procedures are available, for example:
    1. the personnel department for matters concerning personal grievances; or
    2. the human resource department for complaints about personal benefits, whistleblowing may not be the appropriate method or forum to adopt.

4. Who should make complaints?

Any Employees who makes a disclosure or raises a concern under this Policy will be protected if the individual:
  • Discloses the information in good faith;
  • Has reasonable grounds to believe it to be substantially true;
  • Does not act maliciously; and
  • Does not seek any personal or financial gain.

5. Who should you contact?

The company’s open door policy suggests that individuals share their questions, concerns, suggestions or complaints with someone who can address them properly. As such, directors who are Non-Executive of the management (the “Non-Executive Directors”) are in the best position to address any area of concern or complaints raised or received. Information received will be treated with the utmost confidentiality and will be attended to by appropriate personnel appointed by the Audit & Risk Management Committee. Any whistle-blowing report involving any Director or member of senior management (having designation of “Head/Chief/Managing Director of a Division” and above) may be reported directly to the Chairman of the Audit & Risk Management Committee using the following email communication channels:-

- gph.thia@gmail.com

or such other email address as may be instructed by the Chairman of the Audit & Risk Management Committee.

6. Company response

All whistle-blowing reports, other than reports involving any Director, member of senior management (having designation of “Head/Chief/Managing Director of a Division” and above) shall be received by the Director, Risk Management and Assurance (the “Risk Management and Assurance Director”) who will log all reports into a register. The Risk Management and Assurance Director shall conduct an initial review of the report received and recommend the remedial, disciplinary or other action to be taken action taken by the Company will depend on the nature of the concern. All investigations shall be reported to the Audit & Risk Management Committee for their attention and further action as necessary. The matters raised may:-

- be investigated internally
- be referred to external auditor
- be referred to appropriate law enforcement agencies
- be investigated by an independent inquiry

In the event that the whistle-blowing reports involve any Director, member of the senior management or the Risk Management and Assurance Director, the reports shall be escalated to the Chairman of the Audit & Risk Management Committee, for his attention and further action as necessary.

In order to protect individuals and those accused of misdeeds or possible malpractice, initial enquiries will be made to decide whether an investigation is appropriate and, if so, what form it should take. Some concerns may be resolved by agreed action without the need for investigation. If urgent action required, this will be taken before any investigation is conducted.

The Company will take steps to minimize any difficulties, which the complainant may experience as a result of raising a concern. For instance, if a complainant is required to give evidence in a criminal or disciplinary proceeding, the Company will arrange for them to receive advice on what to expect.

The Company accepts that complainant needs to be assured that the matter has been properly and adequately addressed. Therefore, subject to legal constraints, the Company will use reasonable endeavors to inform the complainant of the outcome of any investigation.

7. What safeguards are there for Employees?

The Company will not tolerate any harassment or victimization (including formal pressures) and will take appropriate action to protect those who raise a concern in food faith.

No action will be taken against anyone who makes an allegation in good faith, reasonably believing it to be true, even if the allegation is not subsequently confirmed by the investigation. Efforts will be made to ensure confidentiality as far as this is reasonably practical.

8. Can the concern be taken outside of the Company?

This Policy is intended to provide an avenue within the Company to raise concerns. If an Employee takes any matter outside the Company, he or she would ensure that no disclosure of confidential information takes place.

9. Confidentiality and Anonymity

The Company will respect the confidentiality of any complaint received by the Complaint where the complainant requests such confidentiality. However, it must be appreciated that it will be easier to follow up on matters and to verify complaints if the complainant is prepared to give his or her name. Anonymity will not allow the Company to follow up with the complainant and this make any investigation more difficult or incomplete. If the situation arises where the concern is not able to be resolved satisfactorily without revealing the complainant’s identity (for instance, because evidence needs to be presented in court), the Company will discuss with the complainant on how best to proceed.

10. Malicious, Mischievous and False Allegation

The Company is proud of its reputation of having high standards of integrity. It will therefore ensure that adequate resources are put into investigation any complaint that it receives. However, the Company will regard the making of any frivolous, bad faith, malicious, mischievous or false allegations by any employee of the Company as a serious disciplinary offence that may result in disciplinary action, up to and including dismissal for cause.

Section B: PROCEDURES FOR REPORTING IMPROPRIETIES

1. REPORTING POLICY AND PROCEDURES

1.1 Reporting of Improprieties The Company believes that it is in the best interests of the Group to promote an environment conducive for employees of the Group (the “Employees”) to, in confidence, raise or report concerns about Improprieties, without fear of Reprisals, and to put in place arrangements for the investigation of such concerns for appropriate follow-up action.

1.2 Publication of these Procedures The Company shall disseminate and publish these Procedures to all Employees together with all updates and clarifications.

1.3 Authority to receive Complaints All Complaints, other than reports involving any Director, member of senior management (having designation of “Head/Chief/Managing Director of a Division” and above) shall be addressed to the Director, Risk Management and Assurance (the “Risk Management and Assurance Director”) who shall be authorised to receive and act on all Complaints received by or on behalf of the Group.

Name Email
Win Min Htwe winminhtwe@yomastrategic.com

All Complaints involving any Director, member of senior management (having designation of “Head/Chief/Managing Director of a Division” and above) and the Risk Management and Assurance Director shall be addressed to the Non-Executive Directors who may be reached at:-
Name

Email

Mr George Thia gph.thia@gmail.com
Mr Adrian Chan adrianchan@leenlee.com.sg
Ms Wong Su Yen kwongsuyen.yoma@gmail.com
Dato Timothy Ong Teck Mong timothy.ong@asiaincforum.com

1.4 Right to file Complaint Every Employee shall have an unfettered right to file a genuine and bona fide Complaint and shall not be restricted in the exercise of such right.

1.5 Prohibition of Obstruction The Company objects to and does not tolerate nor condone any Obstruction cause against any Employee who wishes or intends to file, or who is in the process of filling, a Complaint, and may institute such disciplinary action as it deems appropriate against any employee, officer or agent of the Group found to have caused or attempted to cause any such Obstruction.

1.6 Prohibition of Reprisals The Company objects to and does not tolerate nor condone any Reprisals made against any Employee who has filed or attempted or intends to file a Complaint and may institute such disciplinary action as it deems appropriate against any Employee found to have made or attempted to make any such Reprisals.

Any Complaint alleging Obstruction or Reprisals shall be received, reviewed and investigated in the same manner as any Complaint alleging Improprieties.

2. COMPLAINT PROCEDURES

2.1 Procedures for handling Complaints The procedures for the receipt, retention and treatment of a Compliant are set out below and shall be fully complied with.

2.2 Submission of Complaint Every Complaint may be sent to or lodged in the manner described in paragraph 1.3 above.

2.3 Confidentiality of Identity Employees are strongly encouraged to disclose their identity when lodging Complaints.

The identity of all Employees who have lodged Complaints shall be kept confidential save where:-
2.3.1 the identity of the Employee, in the opinion of the Audit & Risk Management Committee, is material to any investigation;
2.3.2 it is required by law, or by the order or direction of a court of law, regulatory body or by the Singapore Exchange or such other body that has the jurisdiction and authority to require such identity to be revealed;
2.3.3 the Audit & Risk Management Committee is if the opinion that it would be in the best interests of the Group to disclose the identity;
2.3.4 it is determined that the Complaint was frivolous, in bad faith, or in abuse of these policies and procedures or lodged with malicious or mischievous intent; or
2.3.5 the identity of such Employee is already public knowledge by reason other than disclosure under this paragraph 2.3.

2.4 Registration of Complaints A Complaints Register shall be maintained or caused to be maintained for the purposes of recording details of all Complaints received, including the date of such Complaint and the nature of such Complaint.

The Complaints Register shall be made available for inspection upon any request of the Audit & Risk Management Committee.

3. INVESTIGATION OF COMPLIANTS

3.1 Review and Investigation of Complaints All whistle-blowing reports, other than reports involving any Director, member of senior management (having designation of “Head/Chief/Managing Director of a Division” and above) shall be received by the Risk Management and Assurance Director who will log all reports into a register. The Risk Management and Assurance Director shall conduct an initial review of the report received and recommend the remedial, disciplinary or other action to be taken action taken by the Company. All investigations shall be reported to the Audit & Risk Management Committee for their attention and further action as necessary.

In the event that the whistle-blowing reports involve any Director, member of the senior management or the Risk Management and Assurance Director, the reports shall be escalated to the Chairman of the Audit & Risk Management Committee, for his attention and further action as necessary.

3.2 Determination by Audit & Risk Management Committee Upon receipt of any Complaint, the Audit & Risk Management Committee may;-
3.2.1 conduct its own investigation or review;
3.2.2 instruct the internal auditors or external auditors other professionals to conduct further investigations or review;
3.2.3 instruct management to take such remedial, disciplinary or other action as it deems appropriate;
3.2.4 engage such third parties as the Audit & Risk Management Committee may determine, to commence or conduct further investigations or review;
3.2.5 engage such third parties as the Audit & Risk Management Committee may determine to take such remedial, disciplinary or other action as it deems appropriate; and/or
3.2.6 take any other action as Audit & Risk Management Committee may determine in the best interests of the Group.

The Company reserves the right to take such action as the Audit & Risk Management Committee deems appropriate against any such Employee.

3.3 Abuse of Policies and Procedures The Group may, upon determination by the Audit & Risk Management Committee, take or cause to be taken such action as is appropriate against any Employee who has made a Complaint frivolously, in bad faith, in abuse of the policies and procedure herein or lodged with malicious or mischievous intent.

4. CONSISTENCY WITH LAWS AND REGULATIONS

These Procedures shall be read in conjunction with any laws, regulations, rules, directives or guidelines that may from time to time be prescribe or issued on the receipt, retention and/or treatment of complaints regarding the subject matter of these Procedures.

In the event that any of these Procedures is inconsistent or in conflict with any such laws, regulations, rules, directives, or guidelines or any part thereof, any such laws, regulation, rules, directives or guidelines shall prevail to the extent of such inconsistency or conflict.

5. INTERPRETATION

The following terms used in these Procedure shall have the meaning ascribed here;-
5.1 “Complaint” means any complaints alleging Improprieties, Obstruction or Reprisals;
5.2 “Complaint Register” means a register to record detail of all Complaints lodged;
5.3 “Group” means the Company and its subsidiaries;
5.4 “Improprieties” means any activity, conduct or omission by an employee, officer or agent of the Group or external advisers, consultants or professional firm (including auditing firms providing external or internal auditing services) engaged by the Group which relate to accounting, financial reporting, internal controls, internal accounting controls, financial, operational and compliance controls or risk management practices that are questionable or may not be in accordance with generally accepted accounting principles, standards or practices or which relate to issues of honestly or integrity or the commission or any act or activity which may be contrary to any law or regulation;
5.5

“Obstruction” means the use or attempted use of force, authority, intimidation, threats, harassment, coercion, undue pressure or any other action or behavior which is intended or leads itself to or in fact does impede, obstruct, influence or otherwise interferes with an employee’s or officer’s exercise of his right to report any improprieties or Reprisals or which may discourage other from so doing in the future; and 

5.6

“Reprisals” means the use or the attempted use of force, authority, intimidation, threats, harassment, coercion, undue pressure or any act or omission or any negative or other inappropriate behavior by any employee or officer of the Group, against any person who has failed or intends to file a Complaint.



Endorsed by Audit & Risk Management Committee on 3 November 2006.
Approved by the Board of Directors on 3 November 2006.
Updated on 8 August 2011 and 6 November 2013.