Whistleblowing
 
1. INTRODUCTION
 
 
 
1.1 QAF Limited (“Company”) is committed to upholding good ethical standards, integrity and governance in the corporate conduct and business practices of the Company and its subsidiaries (collectively the “Group”). It believes these values foster and maintain consumer trust and the confidence of shareholders, employees and regulators. In line with this commitment, this Whistleblowing Policy (“Policy”) aims to provide a framework to promote responsible whistleblowing by directors, officers and employees of the Group without fear of reprisal.
 
1.2 The Audit and Risk Committee of the Company is responsible for overseeing this Policy.
 
 
2. OBJECTIVES OF THIS POLICY
 
 
 
2.1 Promote good ethical standards, integrity and governance in the corporate conduct and business practices of the Group.
 
2.2 Provision of a proper avenue for directors, officers and employees of the Group (“whistleblower”) to raise concerns about actual or suspected improprieties in matters of financial reporting, internal controls or other matters which may have an adverse effect on the Group as set out in paragraph 3.1 below
 
2.3 Give whistleblowers the assurance that they will be protected from reprisals and victimization for whistleblowing in good faith pursuant to this Policy.
 
 
3. REPORTABLE INCIDENTS
 
 
 
3.1 This Policy is intended to facilitate whistleblowing relating to improper conduct in the following areas:
(a) Concerns about improper doings in relation to financial reporting, accounting, internal controls or audit matters which may cause a financial or non-financial loss to the Group;
(b) Corruption, bribery, acts of fraud, theft and misappropriation of the properties, assets or resources of the Company or any Subsidiary;
(c) Conduct which could amount to a serious offence or serious breach of law or listing rules of the Singapore Exchange Securities Trading Limited;
(d) Serious conflict of interest without disclosure; and
(e) Deliberate fraudulent acts to mislead, deceive, manipulate or influence any internal or external accountant or auditor in connection with the preparation, examination, audit or review of the financial statements or records of the Company or any Subsidiary.
 
3.2 It is important to note that the procedures under this Policy are not an appeal mechanism for matters that could otherwise be dealt under the normal reporting processes of the Company or any Subsidiary.
 
 
4. PROTECTION AGAINST REPRISALS
 
 
 
4.1 If a genuine concern is raised pursuant to this Policy, the whistleblower concerned will not be at risk of losing his/her job or risk suffering from reprisal or harassment as a result. Provided that the whistleblower is acting in good faith, it does not matter if he/ she is mistaken.
 
4.2 The Company does not however condone frivolous, vexatious, defamatory, mischievous or malicious allegations, complaints made for personal gain or the intentional furnishing of untrue information. Disciplinary action may be taken by the Group against the whistleblower in such cases.
 
 
5. CONFIDENTIALITY
 
 
 
5.2 The Company encourages each whistleblower to identify himself/herself when raising a concern or providing information, rather than do so anonymously (see paragraph 6 below). The whistleblower’s identity will be treated in strict confidence.
 
5.2 The Company seeks to treat all complaints in a confidential and sensitive manner. A report of a complaint will only be disclosed to persons in the Group on a need to know basis in order to carry out an investigation.
 
5.3 Exceptional circumstances under which confidentiality will not apply include:
(a) disclosure is required by law, regulation or any applicable regulatory body, including the Singapore Exchange Securities Trading Limited, or court or any other body that has the jurisdiction and authority to require disclosure;
(b) where disclosure of the identity of the whistleblower is, in the judgement of the Audit and Risk Committee, material to the investigation;
(c) the complaint was frivolous, vexatious, defamatory, made in bad faith or for personal gain or with malicious or mischievous intent or otherwise in abuse of these policies and procedures;
(d) the Audit and Risk Committee is of the view that it would be in the interests of the Group to make disclosure; and/or
(e) the information is in the public domain through third parties (not the Company).
 
 
6. ANONYMOUS WHISTLEBLOWING
 
 
 
6.1 The Audit and Risk Committee will consider whistleblowers who are anonymous on the merits of the case (as is the case for with non-anonymous whistleblowers). However, concerns expressed anonymously may hinder investigations and do not facilitate the enquiry process, for example where the Company needs to seek clarification or further information. The Company would also not be in a position to communicate the decision of the Audit and Risk Committee on the matter to the whistleblower, if it wishes at its discretion to do so.
 
 
7. HOW TO RAISE A CONCERN
 
 
 
7.1
A whistleblower may address his/her concerns in writing directly to the Chairman of the Audit and Risk Committee of the Company (“ARC Committee Chairman”). The ARC Committee Chairman may be reached as follows:
Chairman of the Audit and Risk Committee
QAF Limited
150 South Bridge Road
#09-03 Fook Hai Building
Singapore 058727
Email: auditchairman@qaf.com.sg
An alternative channel for whistleblowers, in the event they do not wish to write to the ARC Committee Chairman, is as follows:

Group Legal Counsel
QAF Limited
150 South Bridge Road
#09-03 Fook Hai Building
Singapore 058727
Email: grouplegalcounsel_whistleblowing@qaf.com.sg
 
7.2 Concerns are preferably raised or provided in writing (letter or e-mail). Information provided should include:
(i) disclosure is required by law, regulation or any applicable regulatory body, including the Singapore Exchange Securities Trading Limited, or court or any other body that has the jurisdiction and authority to require disclosure;
(ii) where disclosure of the identity of the whistleblower is, in the judgement of the Audit and Risk Committee, material to the investigation;
(iii) the complaint was frivolous, vexatious, defamatory, made in bad faith or for personal gain or with malicious or mischievous intent or otherwise in abuse of these policies and procedures;
(iv) the Audit and Risk Committee is of the view that it would be in the interests of the Group to make disclosure; and/or
(v) the information is in the public domain through third parties (not the Company).
 
 
8. AUDIT & RISK COMMITTEE REVIEW
 
 
 
8.1 The Audit and Risk Committee shall consider the concerns raised, consult relevant persons from the Company or the relevant Subsidiary as necessary and decide whether there are grounds for proceeding further with the case.
 
8.2 If the Audit and Risk Committee considers that there are grounds for proceeding, it may take any of the following course of action as it deems appropriate:
(i) conduct its own investigation or review;
(ii) instruct the internal auditors or external auditors or other professionals to conduct further investigations or review;
(iii) instruct the relevant management personnel of the Company or the Subsidiary to conduct investigation or review;
(iv) instruct the relevant management personnel of the Company or the Subsidiary to take such remedial, disciplinary or other action as it deems appropriate;
(v) engage such third parties as the Audit and Risk Committee may determine, to commence or conduct further investigations or review and to take such remedial, disciplinary or other action as it deems appropriate;
(vi) refer the matter to the relevant governmental or regulatory authorities; and/or
(vii) take any other action(s) as Audit and Risk Committee may determine in the interests of the Group.
 
8.3 In order for the Audit and Risk Committee to give due consideration to the complaint, it is likely that one or more fact finding discussions/meetings will take place and the whistleblower may be required to be in attendance. Time-off from work will be given to the whistleblower to attend such meetings.
 
8.4 The Audit and Risk Committee will decide if the findings of the investigation are to be communicated to:
(i) the whistleblower;
(ii) the individual(s) under investigation; and
(iii) (if appropriate) designated persons who may need to decide whether action should be taken on the basis of the findings.
 
8.5 For the avoidance of doubt, the Company reserves the right to inform the appropriate authorities where it considers that there has been criminal activity or an apparent breach of the law.
 
 
9. OTHER MATTERS
 
 
 
9.1 Employees of the Group
  • to be aware of this Policy and its procedures.
  • to disclose personal interest involved (if any) in making the complaint
 
9.2 Chief Executive Officer/ General Manager of each entity in the Group
  • make their staff aware of this Policy and procedures.
  • a copy of this Policy should be posted in a location or via a means in which employees have ease of access
  • encourage a positive open working culture for employees to express their concerns.
  • take genuine concerns seriously
 
 
10. CONSISTENCY WITH LAWS AND REGULATIONS
 
 
 
10.1 The Policy shall be read in conjunction with applicable laws and regulations with respect to whistleblowing and in the event that any of the provisions of this Policy is inconsistent or in conflict with any such laws and regulations, such laws and regulations shall prevail to the extent of such inconsistency or conflict.