Corporate Governance

Introduction

Southern Archipelago Ltd. (“SAL” or the “Company”) and its subsidiaries (“SAL Group” or the “Group”) at all times conducts its business with the highest standards in everything they do. The code is intended to help employee who have major concerns over any wrong-doing within SAL relating to unlawful conduct, financial malpractice or dangers to the public of the environment.

This is being enhanced by establishing a mechanism to enable employees of the Group to disclose any serious malpractice or misconduct internally without fear of reprisal. As such, the Board of Directors has introduced and endorsed this Whistleblowing Policy (“Policy”), which provides a confidentially safe and acceptable platform for employees and other members of the Group and associates to channel their concerns about activities which are illegal, unethical, financial malpractice and improper behaviour affecting the Group, public or the environment.

The adoption of this Policy allows the Company to take appropriate pre-emptive and corrective actions inside the Group against such activities thus avoiding the negative effects that may come through public exposure with resulting loss of Company image or reputation, financial distress or loss of investor confidence.

It should be emphasised that this Policy is intended to assist whistle blowers such as employees and any other member of the Group or associates who believe they have discovered malpractice or impropriety to expose them through the proper channel. It is not designed to question financial or business decisions taken by the Board or Management nor should it be used to reconsider any matters which have already been addressed under harassment, complaint, disciplinary or by other procedures.

The whistleblower will be subject to appropriate disciplinary or legal action if the allegation made is known by the maker to be untrue. However, if the whistleblower makes an allegation which is believed in good faith to be true, but it is later not confirmed by the investigation, no action will be taken against the whistleblower. It is reasonable to expect the Group’s employees to use this Policy rather than air their concerns outside the Group.

Purpose of Policy

The Company recognises that employees may not always feels comfortable about discussing their concerns internally, especially if they believe that the Company itself is responsible for the wrongdoing. The aim of this Policy is to ensure that employees are confident that they can raise with the Company any matter that causes them concern on the knowledge that it will be taken seriously, treated as confidential and that no action will be taken against them.

Whistle-blowing would be obligatory for an employee to blow the whistle when the level of harm to others is serious, and the employee has clear evidence of the unethical practice that has led to harm for customers, shareholders, or the general public, be in terms of product safety or severe financial hardship for others.

The whistle-blower reveals wrongdoing within an organisation to the public or to those in positions of authority.

Scope of Policy

Applicability

This Policy applies to all employees irrespective of the nature of their contract, i.e. permanent or short-term employees of the Group. It also applies to associates, external consultants, contractors and agency employees whilst working within the Group.

All the Group’s employees are requested to report immediately to the Executive Directors, Chairman of the Board of Directors, Chairman of the AC and/or Company Secretary, any circumstances which may involve deviation, breaches or potential breaches of SAL’s compliance and ethics commitments of which you become aware (whether these relate to yourself, direct reports or others).

It is the best interests of SAL for all the Group’s employees to immediately report any observances of a breach. You must similarly seek advice if you are ever uncertain about the proper course of action. The disclosure information relating to any of the following (irrespective of whether the matter complained of is happening now, took place in the past or is likely to happen in the future.

If you are in doubt about whether to speak up, ask yourself some simple questions:

• Does it comply with SAL’s code of conduct?
• Does it expose SAL to any unacceptable risks?
• Does it match our commitments and guarantees that we have made to others? 
• How would this look if reported in the public such as newspapers?
• Is it in line with SAL’s group values?
• Is it personal usage of information price sensitive and not general available by the public
• Is the action you are concerned about legal?
• What would others think about this action – your superior, manager or colleagues?
• Does it feel right?

It may seem easier to keep silent or look the other way. But our commitment to integrity means we must never ignore legal or ethical issue that needs to be addressed.

The external auditors of SAL are responsible for reviewing the operations of Adroit. Part of this review will be report to the Board of Directors, any beaches which they detect.

Safeguards for the whistleblower

The Company will not tolerate any harassment or victimisation (including informal pressures) and will take appropriate action to protect those who raise a concern in good faith. Any investigation into allegations of potential malpractice will not influence or be influenced by any disciplinary or redundancy procedures already taking place concerning the employee. No action will be taken by the company, as far as this is reasonably practical, against anyone makes an allegation in good faith, reasonably believing it to be true, even if the obligation is not subsequently confirmed by the investigation.

Every effort will be made to ensure confidentiality as far as this is reasonably practical. Help will be provided to you in order to minimise any difficulties which you may experience. This may include advice on giving evidence if needed. Meetings may, if necessary be arranged off-site with you and with you being represented if you wish.

If you are unsure whether to use this Policy or you want independence advice at any stage, you may contact third/independent parties. However, this Policy is intended to provide an avenue within the Company to raise concerns. If an employee takes the matter outside the Company, she/he should ensure that no disclosure of confidential information takes place and should check with their superior, if unsure as the action does not provide blanket protection and could leave employees vulnerable to disciplinary or other action, if they disclose confidential information in circumstances not covered by any relevant act/legislation.

An employee who is not satisfied with the action taken by the Company and feels it right to question the matter further, she/he may consider the independent third parties.

Procedures

How to Report Concerns

As soon as you become reasonably concerned you should firstly raise the issue with your immediate superior (unless she/he is the potential transgressor). The concerns may be raised verbally or in writing. If the concern is raised verbally, the person receiving the information should put it in writing as soon as practicable to ensure that it properly reflects the concerns that have been raised. The employee raising the concern must also indicate if the concern is to be treated in confidence. The limit of that confidence will be checked out by the person receiving the information and signed by you.

What to submit:

• A criminal offence has been/is likely to be committed.
• A miscarriage of justice has been/is likely to occur.
• Discrimination is occurring to any member of staff or service recipient of grounds of sex, race or disability.
• Improprieties which covered accounting – fraud
• Improprieties which covered accounting – irregularities
• Improprieties which covered accounting – unusual transactions
• Improprieties which covered breaches of code of conducts
• Improprieties which covered breaches of legislation
• Improprieties which covered corruption
• Improprieties which covered dishonesty
• Improprieties which covered harassment
• Improprieties which covered improper conduct
• Improprieties which covered potential breaches of code of conduct
• Improprieties which covered potential breaches of legislation
• Improprieties which covered theft
• Improprieties which covered unethical behaviour
• Improprieties which covered workplace safety hazards
• Public funds are being used in an unauthorised manner
• Sexual or physical abuse of any member of staff or service recipient is taking place
• The environment has been/is likely to be damaged
• The health or safety of any individual has been/is likely to be endangered
• Any other form of improper action or conduct is taking place
• Information relating to any of the above is being deliberately concealed or attempts are being made to conceal the same
• Other possible action that may cause hard to company, colleagues and general public

Who to submit to:

• AC Chairman (Email: audit-comm@southernarchipelago.com)
• Corrupt Practices Investigation Bureau
• Securities Commission
• Police Force
• Singapore Exchange Limited
• Monetary Authority of Singapore
• Ministry of Manpower
• The Singapore of Singapore Chartered Accountant
• or other similar governmental or enforcement agencies or professional regulator.

How to submit:

• Indication of the person lodging the complaint together with NRIC and contact details (email and number)
• Indication of the name, time and date of the person in wrongdoing
• Detailed description of the issue of concern or in question
• The reason why they are particularly concerned about the situation
• Submission of proper evidence supporting the issue of concern or in question

Investigation

You are entitled to be accompanied by your representation (if any), or a work colleague throughout the procedure when reporting your concerns. Should you concern does not tall into this code, we will inform you. If it is not possible to comply with the timetable indicated/set out, you will be informed and given a revised timetable.

Your concern will be investigated as follows:

• An initial interview will be arranged within 7 working days of receipt of your complaint to further ascertain your area(s) of concern. This interview will remain confidential if requested. The notes taken during the interview will be sent to you to approve as an accurate record of what was discussed and for signing.
• When you raise the concern you may be asked how you think the concern might best be resolved. If you do not have any personal interest in the matter, we do ask that you tell us at the outset. You will be asked whether you want your identity to be disclosed and will be reassured about protection from possible victimisation or possible reprisals.
• An investigation committee will be set up and you may be required, as and when necessary to assist the committee. The committee will further investigate with the aim of completing within the next 14 working days, although in serious or complicated cases, this may not be possible. It may be necessary to conduct the investigation in confidence (i.e. informing the subject of your allegations(s)) until (or if) it becomes necessary to do so. Alternatively, depending on the nature and seriousness of the compliant, the subject against whom the allegation(s) are made may be suspended while investigations are ongoing.
• If you requested it (in writing), we will provide you as much feedback as we property can and possible. Our response to you, however, please note that we may not be able to tell you the precise action we take where this would infringe a duty of confidence owed by us to someone else. Subject to any legal constraints, the relevant employee will be informed of the final outcome of any investigation.

Legislation

The investigation and the Policy make reference to the available legislation as follows:

• The Companies Act
• Corporate Governance Guidelines
• Company’s Code of Ethic/Conduct
• SGX-ST Rules
• Prevention of Corruption Act
• Corruption, Drug, Trafficking and Other Serious Crimes (Confiscation of Benefits) Act
• Any other relevant legislation

Outcome of the Investigation

Your concern may be finalised as follows:

• Concerns or allegations which fall within the scope of specific procedures or legislation will normally be referred for consideration under the relevant procedures. Some concerns may be resolved by agreed actions without the need for investigation. If urgent action is required, this will be taken before any investigation is conducted.
• If there is a case to answer, and if appropriate, disciplinary actions will be taken against the person(s) who are the subject of the allegation(s).
• You will be given feedback with regard to outcome of the investigation within 7 working days of completion of investigation (including any disciplinary investigation). The exact nature of any disciplinary action taken against any person will remain confidential.
• Whether there was a case to answer of not, and provided that your disclosure was made in good faith because you reasonably believed it to be true, the Company will ensure that you are protected from reprisal or victimisation as a result of your complaint.
• Only where it is established that your allegations were false and made maliciously will disciplinary action be taken against you. Such disclosure will be treated as gross misconduct and may (depending on the circumstances), result in your dismissal without notice or payment in lieu of notice.

Dissatisfaction with the Outcome

If you are dissatisfied with the outcome of the investigation, the Company recognises that employees have a right to make a disclosure about certain matters of concern (i.e. in accordance with paragraph above) to prescribed persons.

Follow Up

Annually, a report pertaining to the concerned raised, the number of such concerns, from which department they related to, the post against which the concern were related to (if not confidential) and flagging up any lessons arising from the same so as to ensure:

• The investigating committee and/or relevant department does not repeat any concern found against the same; and
• A consistency treatment across the departments.

Monitoring the Policy

Confidential records will be kept of all matters reported through this policy and the AC will receive reports with an assessment of the effectiveness of the Policy. This policy will be reviewed annually or as and when necessary, so as to ensure the continuing effectiveness of the same. Any requirement for change will be reported to the AC for approval.