The Board of Directors (“Board”) of TOTAL DYNAMIC HOLDINGS BERHAD (“the Company”) is primarily responsible for the business and affairs of the Company and its subsidiaries (“the Group”) and strongly believes that good corporate governance is essential for delivering sustainable value and enhancing business integrity apart from maintaining the confidence of shareholders/investors in the Group in achieving its corporate objectives and vision.
This Board Charter sets out the roles, responsibilities, functions, compositions, processes and operations of the Board as well as those functions delegated to the Board Committees and the Management of the Group.
This Board Charter is to promote a high standard of corporate governance within the Group and to ensure that each Board member acts on behalf of the Company is always aware of his/her fiduciary duties and responsibilities, the legislations and regulations affecting his/her duties as directors; and the principles and practices of good corporate governance which apply to the Group.
The Charter also acts as a primary source of reference and induction literature to provide insights to prospective Board members. In addition, the Board Charter will assist the Board in the assessment of its own performance and of its members. This Charter shall be read together with the Company’s Constitution and the provision of the Companies Act, 2016.
The Board shall consist of qualified individuals with a diverse set of skills, knowledge, professional/industry experience, age, gender, cultural and educational background, ethnicity and length of service that ensure sufficient diversity and independence so as to effectively discharge the Board's roles and responsibilities for the benefit of the Company and its business.
The Constitution of the Company provides that until otherwise determined by the Company in a meeting of members, the number of Directors shall not be less than two (2) and not more than nine (9). All the Directors of the Company shall be natural persons of at least eighteen (18) years of age.
The Board shall review the tenure of each Director and the composition and size of the Board to ensure that the Board is refreshed periodically. The composition and size of the Board should reflect an appropriate range and balance of skills, experiences, independence, background of the Board and diversity (including diversity in age, ethnicity, cultural background and gender).
The Board has the power under the Company’s Constitution to appoint a director from time to time either to fill a casual vacancy or as an additional director. Any director so appointed shall hold office only until the next following Annual General Meeting ("AGM") and shall then be eligible for re-election at the said AGM.
The selection and appointment of a new member to the Board is made only with the recommendation from the Board based on his/her merits and potential contribution which he/she brings to the Board having due regard to the benefit of diversity and the depth of experience of the Board in line with the provisions provided under the Company’s Directors’ Fit and Proper Policy.
The Company's Constitution provides that an election of Directors shall take place each year at the AGM of the Company where one-third (1/3) of the Directors for the time being shall retire from office at each AGM but shall be eligible for re-election at the same meeting. The directors retiring will be those longest in office since their last election. If the number of Directors is not 3 or a multiple of three (3), then the number nearest to one-third shall retire from office. All the Directors shall retire from office at least once in each three (3) years but shall be eligible for re-election. A retiring Director shall retain office until the close of the AGM at which he retires.
The Board shall conduct an annual assessment of the performance and contribution of each Director. The annual re-election of a director will be contingent upon satisfactory evaluation of the director’s performance and contribution to the Board.
The Board shall assess the independence of each existing Independent Director, if any, annually by taking into consideration their disclosed interests and having regard to the criteria for assessing the independence of director under the annual Board assessment. The Board shall focus beyond the independent director’s background, economic and family relationships and consider whether the Independent Director can continue to bring independent and objective judgment to board deliberations.
A Director is considered to be independent if the Director satisfies the criteria for independence where the Director is independent of management and free from any business or other relationship that could materially interfere with the exercise of independent judgement or the ability to act in the best interest of the Company. The Independent Directors are to ensure that the interests of all shareholders are taken into account by the Board and the relevant issues deliberated are subjected to impartial consideration by the Board.
A director may accept appointments as director of other public companies, provided that such director must notify the Board before accepting any new directorship and provide an indication of time expected to be spent on the new appointment. A director must not hold more than five (5) directorships in the boards of public listed companies at any one time.
The Board plays an important role in the stewardship of the Company’s direction and operations. It focuses mainly on strategies and oversight of the Group’s financial performance and critical business issues. The Board is supported by the Management, whose responsibilities are to implement the Group's business plans and strategies and manage the operations of the Group, subject to the appropriate authority limits as approved by the Board. The Board is the ultimate decision‐making body of the Group, with the exception of matters requiring shareholders’ approval.
The Board assumes, amongst others, leadership, due care and fiduciary duties under the Companies Act 2016 (“CA 2016”) and applicable laws, and the following principal duties and responsibilities:
The Board may, subject to their responsibilities, from time-to-time delegate specific functions to a Board Committee, a Director, an employee or any other person to assist them in the discharge of their duties and responsibilities, as and when required.
Matters Reserved for the Board
The following are matters which are specifically reserved for the Board’s approval which include, amongst others, reviewing and approving the following:
The Executive Chairman is primarily responsible for ensuring the Board's effectiveness and conduct as well as facilitating constructive deliberation of all matters presented to the Board. The Executive Chairman shall not assume any role in any of the Board Committees in order to maintain his/her objectivity.
The Executive Chairman is responsible for the implementation of corporate and business strategies for the Group and managing the day‐to‐day operations of the Group.
The key roles and responsibilities of the Executive Chairman shall include, amongst others, the following:
The Executive Director also has the overall responsibility for the business and operation units, organisational effectiveness and implementation of the Board's policies, strategic plans and decisions. The key roles and responsibilities of the Executive Chairman shall include, amongst others, the following:
The Board may from time to time establish a committee as it considers appropriate to assist the Board in discharging its duties and responsibilities. The Board Committees shall operate within the defined roles and responsibilities as set out in their terms of reference as approved by the Board. The chairman of the respective Board Committee reports/updates the Board on the outcome of the Board Committee meetings and the minutes of every Board Committee’s meeting shall be escalated to the Board for information.
The Board shall meet at least two (2) times a year, with additional Board meetings to be convened as and when necessary, at the discretion of the Chairman of the Board. The quorum necessary for the transaction of any business deliberated at a Board meeting shall be two (2).
The Chairman of a Board meeting shall have a second or casting vote unless where only two (2) Directors who form a quorum are present or at which only two (2) Directors are competent to vote in the question at issue, the Chairman shall not have a casting vote.
The Board members shall be provided with the meeting agenda and meeting papers on financial performance, business progress reports, corporate development, regulatory updates, business development, audit reports, risk management reports and material updates with accompanying notes and explanations to be provided to the Board members on a timely basis and before the Board meeting to ensure the Board members are well informed and have sufficient time to review the same as well as to seek additional information, clarification and advice, if required.
The Board may invite the management, Company’s auditors and any other external advisors to attend the Board meeting, as and when necessary, to provide the Board with the information, clarification and/or advice needed to assist the Board in its deliberation and any decision making.
For any matter requiring urgent approval, the Board’s approval may be sought via a Directors’ written resolution to be signed by a majority of the Board members and such resolution shall be accompanied with the sufficient information for an informed decision by the Board members.
The Board will determine the level of remuneration payable to each of the Directors. The remuneration package accorded to Directors holding executive positions, may consists of salary, allowance, employers’ statutory contribution, bonus, incentive and other benefits. The package shall be structured to reward the executive directors based on corporate and individual performance with close links to the Group’s operational and financial performance. Executive directors may receive fixed directors’ fees as approved by the Board and shareholders of the Company, where required.
Non‐executive directors may be remunerated by a fixed fee for their positions in the Board and Board Committee, and meeting allowances based on their attendance. The non‐executive directors who hold the Chairman position in each board committee may be remunerated with a higher fee as compared to the other non‐executive directors.
The Company Secretary, with the support of the Board, is responsible for the Directors’ induction and training programme to ensure the Directors are kept updated on the regulatory, statutory and listing requirements as well as the developments in corporate governance practices to enable them to effectively discharge their duties and responsibilities.
The Directors are also encouraged to attend relevant seminars, conferences, briefings and training programmes to keep themselves abreast of the changes in the regulatory requirements and governance practices and to continuously enhance their knowledge and skill sets. The expenses incurred by the Directors in attending the training and development programmes shall be borne by the Company subject to the pre‐approval of the Board.
The Board recognises the importance of having good and effective communication with the shareholders, investors and the general public, to ensure that they have access to the information disclosed by the Company and shareholders are well informed of all material developments and matters affecting the Group. The Board shall strive to maintain high standards of transparency and accountability in its communication to the shareholders, as well as to potential investors, analysts and other stakeholders.
The following shall be established and implemented by the Company towards promoting effective communication with the shareholders, investors and the general public:
All directors, whether as a Board or in their individual capacity are entitled to request for and receive additional information/advice as they consider necessary and reasonable to enable them to make informed and independent decisions, including but not limited to obtaining:
The Company Secretaries play an important advisory and compliance role, and are a source of information and advice to the Board and Board Committees on issues relating to compliance with laws, rules, procedures and regulations affecting the Company and the Group. The Board has direct and unrestricted access to the advice and services of the Company Secretaries. The appointment and removal of the Company Secretary is decided by the Board.
The Board shall aim to provide and present a balanced and meaningful assessment of the Group's financial performance and prospects, primarily through the annual audited financial statements, interim financial reports to shareholders and other stakeholders of the Group.
The annual audited financial statements are prepared so as to give a true and fair view of the state of affairs of the Group and the Company in accordance with the Companies Act 2016 and approved accounting standards in Malaysia.
The Board shall establish a transparent and appropriate relationship with the Group’s external auditors in seeking professional assurance in respect of the financial statements of the Group and the Company in compliance with the approved accounting standards in Malaysia.
The Board shall review the scope and results of the audit and its cost-effectiveness as well as the independence and objectivity of the external auditors throughout the conduct of the engagement in accordance with the requirements of all relevant professional and regulatory bodies.
The appointment and re-appointment of the external auditors are subject to the shareholders' approval at the general meeting of the Company. The external auditors shall retire at the AGM of the Company every year and their re-appointment must be approved by the shareholders for the ensuing year of engagement.
The Code of Ethics and Conduct of the Group sets out the broad standards of conduct and basic principles of ethics to guide the Board in carrying out their duties and responsibilities in a proper standard of conduct and ethical behaviour, based on the principles of sincerity, integrity and responsibility.
The Company has adopted a Code of Ethics and Conduct for all the Directors and employees of the Group which encompasses all aspects of its day‐to‐day business operations. All the Directors are expected to observe high standards of integrity and fair dealings with the Group’s customers, employees, regulators and communities in which the Group operates and ensure compliance with all applicable laws, rules and regulations to which the Group is bound to observe in the performance of its duties and responsibilities.
All Directors shall at all times exercise their power for proper purposes and in good faith in the best interest of the Group. He/she shall exercise reasonable care and diligence with the knowledge, skill and experience which may reasonably be expected of a Director having the same responsibilities; and any additional knowledge, skill and experience which he/she in fact has.
All Directors ought to discharge their duty of care and diligence in a conscientious manner and shall be guided as follows:
A Director who makes a business judgement is deemed to meet the requirements of the duty as aforesaid and the equivalent duties under the law if he:‐
The Board Charter will be periodically reviewed by the Board and updated as and when deemed necessary and upon any new regulations that may have an impact on the discharge of the Board’s roles and responsibilities. Any amendments to this Board Charter shall be subject to the approval by the Board.
In line with good corporate governance practices, Total Dynamics Holdings Berhad ("Company") has made a commitment to create a corporate culture within the Company and its subsidiaries (“Group”) to operate the businesses of the Group in an ethical manner and to uphold the highest standards of professionalism and exemplary corporate conduct. This Code of Ethics and Conduct sets out the principles and standards of business ethics and conduct embraced by the Group.
The objective of this Code of Ethics and Conduct is to set out the ethical standards and conduct applicable to all the Directors and employees of the Group. This Code of Ethics and Conduct is not intended to be exhaustive, and there may be additional obligations that Directors and employees of the Group are expected to adhere to and comply with when performing their duties.
This Code of Ethics and Conduct is applicable to all Directors and Employees of the Group.
Each Director and employee has a duty to read and understand this Code of Ethics and Conduct. Violation of any of the provisions contained herein may result in disciplinary action, including termination of office or employment and where relevant, and such violations may be reported to the police or other relevant enforcement agencies, where necessary.
All Directors and employees shall disclose their shareholdings and interests in the Company and the Group as well as interests in any contract or proposed contract.
Directors and employees of the Group should avoid involving themselves in situations where there is real or apparent conflict of interests between them as individuals and the interest of the Group or the Group’s customers and suppliers. They must not use their positions or knowledge gained directly or indirectly in the course of their duties or employment for private or personal advantage (directly or indirectly).
In addition, a Director or an employee shall avoid any situation in which he/she has an interest in any entity or matter that may influence his/her judgment the discharging his/her duties and responsibilities.
It is pertinent that all Directors and employees exercise caution and due care to safeguard any information of a confidential and price-sensitive in nature relating to the Group or the Group’s customers and suppliers, which is acquired in the course of their office or employment under the Group, and are strictly prohibited to disclose to any person, unless such disclosure is duly authorised or legally allowed.
In the event that any Director or employee has obtained any material information relating to the Group or its customers and suppliers, which has yet to be made publicly available, such material information must be held in the strictest confidence until it is publicly available.
No Director or employee shall use price-sensitive non-public information (defined as information which can affect the price of publicly-traded securities of the Company when it becomes publicly known (“Inside Information”)) obtained in the course of their office or employment, for personal benefit.
All Directors and employees are strictly prohibited from trading in securities of the Company based on such Inside Information or to share such Inside information with another person who may make an investment decision based on such Inside Information.
All Directors and employees must protect the assets and funds of the Group and ensure that they are used for legitimate business purposes and that no property, information or position belonging to the Group or opportunity arising from these assets shall be used for personal gain.
Accurate, timely and reliable records are necessary to meet the Group’s legal and financial obligations and to manage the affairs of the Group. All books, records and accounts shall conform to generally accepted and applicable accounting principles and to all applicable laws and regulations. The preparation and maintenance of accurate and adequate business records are the responsibility of all employees of the Group. No unauthorised, false, improper or misleading records or entries shall be made in the books and records of the Group, under any circumstances.
All Directors and employees shall comply with all applicable laws, rules and regulations of the governments and regulators in jurisdictions within which the Group operates. They are expected to understand and comply with the laws, rules and regulations that are applicable to Group, their positions and/their or work, including the Malaysian Anti-Corruption Commission Act 2009, Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001, Personal Data Protection Act 2010 and Competition Act 2010. The Group reserves the right to report any actions or activities suspected of being criminal in nature to the police or other relevant enforcement authorities.
All Directors and employees shall not offer, give, solicit or accept, directly or indirectly (within or outside the country) bribes, whether in cash or in kind in order to achieve business or personal advantages for themselves, the Group and/or others. They shall not engage in any transaction that can be construed as having contravened the anti‐corruption laws of Malaysia or the respective country of operations and applicable laws. They shall also observe the Group’s Policy and Procedures on Anti-Bribery and Anti-Corruption.
The Group shall take all necessary steps to safeguard the health and safety of the employees and their workplaces and maintain proper occupational health and safety practices. Such a commitment in return requires that all Directors and employees to understand and abide by the Group’s Safety and Health Policies and Procedures.
Sexual harassment by any Director or employee is unacceptable. It is the Group’s policy to provide all Directors and employees with a working environment free from any form of sexual harassment.
Any concerns or incidents of sexual harrassment may be reported to the affected person’s immediate superior and/or the Executive Chairman of the Company or via the Group’s whistleblowing procedures in accordance with the Group’s Whistleblowing Policy & Procedures. All such reports shall be treated with strictest confidence by the Group.
All Directors and employees shall not engage in an outside interest or activity that can undermine his/her performance or bring disrepute to the Group.
All Directors and employees are to treat their fellow colleagues fairly and courteously without regard to race, creed, religion, gender, nationality, age or disability; and shall not create any form of discrimination or prejudice in the workplace.
No Director or Employee shall be involved in or abet any activity that is deemed by the Group to be an act of misconduct (includes use and abuse of drugs).
Any Director or employee who is aware of, or suspects, a violation of this Code of Ethics and Conduct, is encouraged to report such violation to his/her immediate superior and/or the Executive Chairman of the Company. Such reporting can also be made via the Group’s whistleblowing procedures in accordance with the Group’s Whistleblowing Policy & Procedures. No individual will be discriminated against or suffer any act of retaliation for reporting in good faith on any violations or suspected violations of this Code of Ethics and Conduct.
This Code of Ethics and Conduct shall be reviewed by the Executive Chairman periodically or where necessary to take into consideration the prevailing laws and regulations from time to time. Any amendments to this Code of Ethics and Conduct shall be subject to the approval by the Board.
Total Dynamic Holdings Berhad (“TD” or “Company”) and its subsidiaries (collectively known as the “Group”) conducts its business in a legal and ethical manner. The Company requires all employees (including full time, probationary, contract and temporary staff) (“Employees”), directors of the Company (“Directors”) and any person associated to the Group (collectively known as “Parties Involved”) to be committed to acting professionally and with integrity in their business dealings.
The Group is fully committed to take all reasonable and appropriate measures to ensure that the Group and the Parties Involved do not participate in corrupt activities for the advantage or benefit of the Group. This Anti-Bribery and Corruption Policy sets out the parameters to prevent the occurrence of bribery and corrupt practices in relation to the businesses of the Company.
Generally, bribery and corruption include any action of giving or receiving “gratification” as defined below.
Bribery is the offering, promising, giving, accepting or soliciting of an advantage as an inducement for action/decision which is illegal, unethical or a breach of trust. A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage and can take the form of any gratification as defined below.
Corruption is the abuse of entrusted power for private gain.
Gratification is defined in the Malaysian Anti-Corruption Commission Act 2009 to mean:
The objective of this Anti-Bribery and Corruption Policy is to provide information and guidance to the Parties Involved on standards of behaviour to which they must adhere to and how to recognise as well as deal with bribery and corruption.
This Anti-Bribery and Corruption Policy is not intended to be exhaustive, and there may be additional obligations that the Parties Involved are expected to adhere to or comply with when performing their duties. For all intents and purposes, the Parties Involved shall always observe and ensure compliance with all applicable laws, rules and regulations to which they are bound to observe in the performance of their duties.
This Anti-Bribery and Anti-Corruption Policy is applicable to all Parties Involved.
Each Employee has a duty to read and understand this Anti-Bribery and Anti-Corruption Policy and is responsible to prevent, detect, report bribery and any forms of corruption as well as to avoid any act or activities that could lead to or imply a breach of this Anti-Bribery and Corruption Policy. Violation of any of the provisions contained herein will be taken seriously and may result in where applicable, disciplinary action, including termination of employment, termination of contract or services and where relevant, reporting to the police or other relevant enforcement agencies.
This Anti-Bribery and Anti-Corruption Policy does not prohibit normal business gifts, entertainment and hospitality, so long as they are reasonable, appropriate, modest and bona fide corporate hospitality.
Some examples of acceptable gifts and/or benefits are as follows:-
As a general principle, the Parties Involved should not accept from, or give a gift to, a third party if it is made with the intention of influencing the third party to obtain or retain business, or in exchange for favours or benefits or giving rise to a conflict of interest situation. In addition, lavish or unreasonable gifts or hospitality should not be accepted as such gifts or hospitality may be perceived or interpreted as attempts by the directors or Employees to obtain or receive favourable business treatment for personal benefits
The Parties Involved should be mindful in giving or receiving gifts or hospitality as it could be perceived as a way of improperly influencing the decision-making of the recipient. Hence, the intention behind the gifts or hospitality should always be considered.
As a general rule of thumb, gifts provided or received as normal business hospitality in celebration of festive season shall not be in excess of RM500 in terms of monetary value and the frequency shall be limited to a maximum of twice per annum for the same party.
Facilitation payments are unofficial payments or other advantages made to secure or expedite the performance of a routine action by an officer of public body. Directors or Employees shall not promise or offer, or agree to give or offer, facilitation payments to an officer of any public body.
N1: Public Body as defined in Section 3 of Malaysian Anti-Corruption Commission Act 2009
All third parties, including agents, suppliers and joint-venture partners should be made aware of this Anti-Bribery and Anti-Corruption Policy and the arrangements with them shall be subject to clear contractual terms, including specific provisions requiring them to comply with minimum standards and procedures relating to bribery and corruption.
Subject to any prevailing law that govern political contribution, the Company may make contribution to political parties or candidates, subject to prior approval from the Board of Directors. However, such charitable contributions shall not be used as a scheme to conceal bribery. Proof of the political contributions shall be submitted to the Finance Department for documentation and record-keeping.
Charitable support and donations are acceptable, whether of in-kind services, knowledge, time or direct financial contributions. However, the Parties Involved must be careful to ensure that charitable contributions are not used as a scheme to conceal bribery. No donation can be offered or made without the prior approval of the Executive Chairman, subject to the Group’s Limits of Authority. Proof of the charitable contributions shall be submitted to the Finance Department for documentation and record-keeping.
Money-laundering is deemed to have occurred when the criminal origin or nature of money or assets is hidden in legitimate business dealings or when legitimate funds are used to support criminal activities, including financing terrorism.
The Group is committed to abstain from all practices related to money-laundering, including dealing in the proceeds from criminal activities
Money-laundering is a very serious crime and the laws governing this type of crime can have extra territorial effect, i.e., the application of the law is extended beyond local borders. The penalties for breaching anti-money laundering legislation are severe and can include extradition and incarceration in foreign jurisdictions.
To avoid violating anti-money laundering laws, the Parties Involved are expected to always conduct counter-party due diligence to understand the business and background of the Group’s prospective business counter-parties and to determine the origin and destination of money, property and services.
Counter-party means any party that the Group is currently in relationship with or intends to do business with in the future, either on a regular or one-off basis. Counter-parties include, but are not limited to, customers, suppliers, consultants, agents, joint-venture partners and any other business partners.
It is important that proper and complete records be maintained of all payments made to third parties in the usual course of business as these would serve as evidence that such payments were bona fide, and not linked to corrupt and/or unethical conduct. All accounts, invoices, documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with accuracy and completeness.
Employees must declare all gifts accepted or offered to third parties in celebration of festive seasons and submit details to the Finance Department for documentation and record-keeping.
The Group shall comply with all applicable laws, rules and regulations of the governments, commissions and exchanges in jurisdictions within which the Group operates. In particular, the Parties Involved are expected to understand and comply with the Malaysian Anti-Corruption Commission Act 2009 (including any amendment thereof) and the Malaysian Anti-Corruption Commission (Amendment) Act 2018. The Company reserves the right to report any actions or activities suspected of being criminal in nature to the police or other relevant authorities.
Any person who knows of, or suspects, a violation of this Anti-Bribery and Anti-Corruption Policy by any Parties Involved, is encouraged to whistle-blow or report the concerns through the mechanism set out under the Company’s Whistleblowing Policy and Procedures. No individual will be discriminated against or suffer any sort or manner of retaliation for raising genuine concerns or reporting in good faith on violations or suspected violations of the Anti-Bribery and Anti-Corruption Policy. All reports will be treated confidentially.
For reference purposes (not exhaustive in nature), the following are some of the “red-flags” or indicator for possible concerns to be raised/reported:
The Executive Chairman will monitor compliance with this Anti-Bribery and Corruption Policy and review this Anti-Bribery and Corruption Policy periodically (in any event, at least once every 3 years) or where necessary to ensure that it continues to remain relevant and appropriate and taking into consideration changes in relevant rules and regulations. Any amendments to this Policy shall be subject to the approval of the Board of Directors.
In line with corporate governance practices as prescribed in the Malaysian Code on Corporate Governance 2021, the introduction of the Whistleblower Protection Act 2010 and the relevant provisions under the Malaysian Anti-Corruption Commission Act, 2009 (as amended), the Board of Directors and the management of Total Dynamic Holdings Berhad (“the Company”) and its subsidiary companies (the “Group”) are committed to the highest standard of integrity, openness and accountability in the conduct of its businesses and operations.
In this connection, the Group has developed a policy and framework on whistleblowing to facilitate the reporting of suspected and/or known Improper Conduct (as defined below) involving any employee or Director of the Group without being concerned with reprisal and/or retaliation (including victimization, harassment or discriminatory treatment, collectively known as “Detrimental Action” as defined below) against him/her, and such reported concerns shall be investigated and appropriate actions shall be taken if an Improper Conduct has been committed.
The objective of this policy is to outline the Group’s commitment and framework for any person who wishes to make a whistleblowing report (“Whistleblower”) to be able to raise genuine concerns in relation to any improper conduct by any employee or Director of the Group (“alleged wrongdoer”) (including any misconduct, wrongdoings, corruption, fraud and/or abuse of power) at the earliest opportunity without being subject to reprisals and/or retaliation (including victimization, harassment or discriminatory treatment) and to have such concerns properly investigated and appropriate actions to be taken.
Apart from protecting the Whistleblower from any reprisal as direct consequence of making a complaint, it also aims to safeguard the Whistleblower’s confidentiality and to treat both the Whistleblower and alleged wrongdoer fairly. The identities and personal information of the Whistleblower and the alleged wrongdoer shall be kept in strict confidential and reasonably practicable.
This Policy applies to all employees and third parties who are aware of or genuinely suspect that an employee or Director of the Group has engaged, is engaging or is preparing to engage in any Improper Conduct (as defined below).
An “Improper Conduct” is any act, omission or conduct that is unlawful, illegal, immoral, unethical, dishonest, improper or wrong, and may include, but is not limited to:-
It is the policy of the Group to allow the Whistleblower to either identify themselves or if they prefer, to remain anonymous when reporting suspected and/or known instances of Improper Conduct.
It is the policy of the Group to provide assurance that the Whistleblower would be protected against any Detrimental Action from the Group.
Detrimental Action includes:
In addition, the Group provides assurance that no disciplinary action can be taken against the Whistleblower who is an employee of the Group as long as he/she does not provide false information in the report “purposely, knowingly or recklessly” i.e. the report is basically malicious in nature.
A Whistleblower who makes a report of Improper Conduct in good faith and who has been subjected to Detrimental Action may lodge a complaint using form provided in Appendix 2 and the same procedures for investigation of Improper Conduct shall apply to any complaints of Detrimental Action.
The Group shall treat all reports or disclosures as sensitive and will only reveal information on a “need to know” basis or if required by law, court or authority.
The identity and particulars of the Whistleblower shall also be kept private and confidential unless the Whistleblower chooses to reveal his/her identity.
Where the Whistleblower has chosen to reveal his/her identity when making such a report, written permission from the Whistleblower would be obtained before the information is released.
The protection to the Whistleblower as stated above may be revoked by the Group if:-
If a Whistleblower suspects that Improper Conduct has occurred, the Whistleblower may make a report by directly contacting the Chairman of the Board (“Chairman”), by completing and submitting the “Report of Improper Conduct” form (“Whistleblowing Form”) as provided in Appendix 1.
This can be done in writing or by e-mail as follows:-
The Chairman
Total Dynamic Holdings Berhad
Total Dynamic Holdings Berhad
No. 178 & 179, Jalan S2 B3
Seremban 2, 70300 Seremban
Negeri Sembilan Darul Khusus
Contact No.: 606-6031652
Email Address: glenn@totaldynamictech.com
The Chairman shall have the authority to:
A complete register of all reports received by the Group pursuant to this Whistleblowing Policy, together with details of the investigation conducted (if any) shall be properly maintained by the Group and presented to the Board on a half-yearly basis.
The register together with the reports shall be made available for inspection at any time by the internal and external auditors as well as any regulatory authorities, provided that the identity of the Whistleblowers shall be protected and redacted at all times, unless the Whistleblower has consented in writing to the disclosure of his/her identity or if such disclosure is required by law, a court of competent jurisdiction or a lawful authority.
Where appropriate, the lessons learnt from the investigation of the reported Improper Conduct shall be shared with Management and Heads of Division/Department (provided that the identity of the Whistleblowers shall be protected and redacted at all times) such that appropriate measures and additional internal controls can be taken and/or implemented to ensure that such incidents can be avoided/deterred in future.
This Whistleblowing Policy and Procedures shall be reviewed periodically (in any event, at least once every 3 years) by the Executive Chairman to ensure that it continues to remain relevant and appropriate and taking into consideration changes in relevant rules and regulations. Any amendments to this Policy shall be subject to the approval by the Board.
The Chairman shall carry out any disciplinary action against an Employee who is found to have committed an Improper Conduct in accordance with the procedures for disciplinary action stipulated in the Group’s Employee Handbook and Code of Ethics and Conduct.