Whistleblowing
1. OVERVIEW
- Greenpro Capital Corp. and the subsidiaries (referred to herein, collectively, as “the Company”) are committed to high standards of ethical, honest and legal business conduct.
- The Company is committed to maintaining good corporate governance, emphasizing accountability and a high degree of transparency which enable our stakeholders to have trust and faith in the Company to take care of their needs and to fulfill its social responsibility.
- This policy aims to provide reporting channels and guidance on reporting possible improprieties in matters of financial reporting or other matters, and reassurance to persons reporting his or her concerns under this policy (“Whistleblowers”) of the protection that the Company will extend to them against unfair disciplinary action or victimization for any genuine reports made.
2. POLICY
“Whistleblowing” refers to a situation in which an employee or other Stakeholder decides to report serious concerns about any suspected misconduct, malpractice or irregularity within the Company. See Section 3 of this policy for examples of misconducts, malpractices or irregularities. This policy is intended to encourage and assist the Whistleblowers to disclose information relevant to suspected misconduct, malpractice or irregularity through a confidential reporting channel (to the extent possible). The Group will handle the reports with care and will treat the Whistle-blowers’ concerns fairly and properly.
3. MISCONDUCT, MALPRACTICE, AND IRREGULARITY
Inappropriate Conduct of the Company’s attention. Inappropriate Conduct may include, but is not limited to, the following: –
irregular accounting methods, financial reporting practices or auditing conduct;
unusual or dubious payments or arrangements;
violations of state or federal securities laws, including the Foreign Corrupt Practices Act, the Sarbanes-Oxley Act of 2002 (“SOX”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“DFA”);
any other activity that may violate federal, state or local laws or regulations or is otherwise unlawful;
violations of the rules and regulations of the principal market or transaction reporting system on which the Company’s securities are traded or quoted (at the time of the adoption of the Policy, the NASDAQ Capital Market);
substantial and specific danger to the health and safety of directors, officers or employees of the Company or the general public; and
other activities not in line with the Company’s Code of Ethics and Professional Conduct or any of the Company’s other policies.
4. PROTECTION OF WHISTLEBLOWERS
- Whistleblowers making genuine and appropriate reports are assured of fair treatment. In addition, employees of the Company are also assured of protection against unfair dismissal, victimization or unwarranted disciplinary action.
- The Company reserves the right to take appropriate actions against anyone (employees or Other Stakeholders) who initiates or threatens to initiate retaliation against the Whistleblowers. In particular, employees who initiate or threaten retaliation will be subject to disciplinary actions, which may include summary dismissal.
5. CONFIDENTIALITY
- The Company will make every effort to keep the Whistle blower’s identity confidential. In order not to jeopardize the investigation, the Whistleblower is also required to keep confidential the fact that he or she has filed a report, the nature of concerns and the identities of those involved.
- There may be circumstances in which, because of the nature of the investigation, it will be necessary to disclose the Whistle blower’s identity. If such circumstances exist, the Company will endeavour to inform the Whistleblower that his or her identity is likely to be disclosed.
- Should an investigation lead to criminal prosecution, it may become necessary for the Whistleblower to provide evidence or be interviewed by relevant authorities.
6. REPORTING CHANNEL
The Whistleblowers should make their reports via the following email address:
- For matter relation to non-managerial employees: whilstleblower@greenprocapital.com to Managing Director.
- For matter relation to managerial employees and executive directors: chairman@greenprocapital.com to Chairman of Audit Committee.
7. ANONYMOUS REPORT
As the Company takes reporting of misconducts, malpractices, and irregularities seriously and wants to conduct warranted investigations of both potential and actual violations, anonymous reports, in general, will not be acted upon. Therefore, it is strongly recommended that the report should not be made anonymously.
8. INVESTIGATION
- Any Complaints received by a Recipient will be promptly forwarded to the Managing Director / Chairman of the Audit Committee.
- The Chairman of the Audit Committee will direct the Internal Audit to conduct or oversee an initial inquiry into the complaint and to submit an initial report of findings to the Chairman of the Audit Committee.
- All Directors, Officers, and Employees of the Company have a duty to promptly cooperate and provide accurate information in connection with any investigation of a complaint
- Upon completion of the investigation, a report, including its impact and action plan, as applicable, will be prepared without revealing the identity of the Whistleblower. For confirmed violations of principles of ethics, the normal process is for the responsible line management (with the assistance of e.g. Human Resources representatives) to determine what disciplinary and other appropriate actions are needed. A recommendation will be made to the relevant Executive Committee for a final decision on the actions required.
- The Whistleblower will be informed of the final results of the investigation, wherever reasonably practicable.
9. RESPONSIBILITY FOR IMPLEMENTATION AND MONITORING
This policy has been approved and adopted by the respective Board of Directors of the Company on 28 June 2019. The respective of Audit Committee has overall responsibility for implementation, monitoring and periodic review of this policy.
10. REVIEW AND REVISION OF THIS POLICY
The Audit Committee shall review and update this policy annually and make modifications if required or appropriate.
11. AUTHORITY / REFERENCES
- The Sarbanes-Oxley Act of 2002
- Whistleblowing Act
- COSO Framework