1.1 This Policy sets out the fit and proper criteria for the appointment and re-appointment of Directors to the Boards of Directors of Gamuda Berhad and its subsidiaries (“Gamuda group”).
1.2 To ensure that each of the Directors has the character, experience, integrity, competence and time to effectively discharge his/her role as a Director of Gamuda Berhad and its subsidiaries.
1.3 Serve as a guide to the Nomination Committee (“NC”) and the Board of Directors of Gamuda Berhad (“Board”) in their review and assessment of candidates who are to be appointed to the Board as well as Directors who are seeking election or re-election.
2.1 The fit and proper criteria of a Director includes but not limited to the following:
2.1.1 Character and Integrity
2.1.2 Experience and competence
2.1.3 Time and commitment
3.1 The NC will assess each person for a new appointment or re-appointment of Directors based on the criteria set under paragraph 2.1 before recommending to the Board for approval. The NC has the power not to recommend to the Board the re-appointment of retiring Directors who do not meet the requirements as stated in this policy.
3.2 For the appointment of new Director, the person shall be required to complete the Prospective Directors Information as set out in Annexure 1.
3.3 The results of the assessments are part of the Company’s internal documents and shall not be disclosed or provided to any other party.
4.1 A The NC is responsible for regular reviews of the Policy and making any recommended changes as and when it deemed fit. The Policy shall be aligned to any legal or regulatory changes and the best practices under the Malaysian Code on Corporate Governance.
4.2 The changes to the terms of the Policy shall be subject to the approval of the Board.
To encourage employees to disclose genuine concerns of malpractice or misconduct in their work place and to provide protection for employees who report allegations of such malpractice and misconduct.
The policy applies to all employees, including full-time, part-time and temporaries, and agents, contractors, suppliers and customers of Gamuda Berhad and its subsidiaries and associates (Gamuda Group).
3.1 The whistleblowing policy is primarily for concerns where the interests of others or the Group are at risk. It is designed to encourage employees to report alleged malpractices or misconduct, to ensure that all allegations are thoroughly investigated and suitable action taken where necessary.
3.2 An employee, who had acted in good faith, is protected against adverse employment actions (termination, demotion, suspension, harassment, or other forms of discrimination) for raising allegations of malpractice or misconduct.
3.3 On the other hand, should an employee maliciously raise a matter which he / she knew to be untrue, it would likely constitute a gross misconduct, and would be dealt with under the Company’s Disciplinary Procedures.
3.4 Every effort will be made to protect the anonymity of the whistleblower; however there may be situations where it cannot be guaranteed.
3.5 Malpractice and misconduct
Below are some examples, albeit not an exhaustive list, of malpractice or misconduct:
(i) Unprofessional treatment of agents, contractors, suppliers or customers by an employee
(ii) Criminal offence
(iii) Corrupt practice
(iv) Defrauding any company in Gamuda Group
(v) Sexual harassment
(vi) Miscarriage of justice
(vii) Endangering the health and safety of any individual
(viii) Breach of standing financial instructions
(ix) Breach of employee’s code of conduct
(x) Deliberate concealment of any of the above.
All parties will be fully responsible for their actions as follows :
Areas of responsibility
(i) Raise any malpractice or misconduct issue with his/her Manager / Head of Department / Head of Legal & Secretarial / Head of Internal Audit in person or in writing.
(ii) Write to the Chairman of the Audit Committee if the employee believes he/she is being penalized in any way for whistleblowing or who believes that there has been cover up of the action disclosed.
|Manager/ Head of Department / Senior Group General Manager – Legal & Secretarial / Head of Internal Audit||Ensure any malpractice or misconduct issue reported by the employee is speedily investigated and to notify Human Resource and Admin Department for further action.|
5.1 An employee who reasonably believes that a malpractice or misconduct is occurring should raise the issue with any of the following Designated Executives
5.2 This may be done in person or in writing. If in writing, the nature of concern, the reason for making the disclosure and the details of the individual or party under suspicion should be clearly stated.
5.3 All incidences of whistleblowing to a Designated Executive have to be reported to any Executive Director, or Chairman of the Audit Committee.
5.4 Protection for Whistleblower
5.4.1 Employees who believe they are being penalized in any way for whistleblowing or who believe that there has been cover up of the action disclosed should write to the Chairman of the Audit Committee.
5.4.2 If requested by the whistleblower all reasonable steps will be taken to protect the anonymity of the whistleblower. However under certain circumstances to assist with the investigation the individual’s identity may become known or needs to be revealed but approval will be sought from the whistleblower first for disclosure of the individual’s identity.
5.5 Disciplinary Action
5.5.1 If the claim of malpractice or misconduct is substantiated, appropriate disciplinary action will be taken against the responsible individual(s) which may include termination of employment.
5.5.2 An act of retaliation or victimization against the whistleblower will result in disciplinary action, which may include termination of employment.
5.5.3 The malicious use of the whistleblowing policy will result in disciplinary action against the whistleblowing complainant, up to and including the termination of employment.