Sapura Energy Berhad (SEB) Whistleblower Complaints Investigation Committee (CIC) Terms of Reference
1. OBJECTIVE OF THE COMMITTEE
1.1) The purpose of the Whistleblowing CIC (“Committee”) is to assist the Board Audit Committee (“the BAC”) in fulfilling its responsibilities relating to investigation of whistleblowing allegations reported via SEB whistleblowing channel. The scope of investigation refers to violation of SEB’s Code of Ethical Conduct, Anti-Bribery Anti-Corruption Policy including improper conduct as stipulated in SEB’s Whistleblowing Standard.
2. COMPOSITION OF THE COMMITTEE
2.1) Tier-1 Committee – Sub-committee of the Board Audit Committee (Tier 1 Committee)
2.1.1) The Tier-1 Committee will review and deliberate all complaints and whistleblowing cases involving EXCO Members.
2.1.2) The Tier-1 Committee is a sub-committee of the Board Audit Committee (BAC). The Tier-1 Committee shall consist of:
(a) Chairman: the CIC Chairman i.e Chairman of the BAC or in the absence of the Chairman, the members present shall elect a Chairman for the meeting from amongst the members present; and
(b) any two (2) members of the BAC.
2.1.3) All members of the Tier-1 Committee, including the Chairman, shall hold office only for so long as they serve as Directors of SEB.
2.2) Tier- 2 Committee
2.2.1) Except for complaints/whistleblowing cases involving EXCO Members, all other whistleblowing cases will be reviewed by the Tier-2 Committee.
2.2.2) The Tier-2 Committee shall be constituted with the BAC Chairman as the Chairman of CIC and 2 permanent members that includes Group Chief Counsel and Chief People Officer. The permanent members have voting rights on issues deliberated in the Tier-2 Committee meeting.
2.2.3) Additional members (any of the EXCO members or CEOs of the relevant business units) (“Adhoc Member(s)”) may be invited on a case-to-case basis in any of the following cases:
i) if there is any conflict of interest between the subject matter of the complaints and any of the Tier-2 Committee members; or
ii) if any of the subject matter of the complaints pertains to members of the Tier-2 Committee members organization/department.
3. RIGHT AND AUTHORITIES
3.1 ) The Committee is a working committee authorized by the BAC to perform the following:
i) Provide directives and recommendations to a new whistleblowing incident reported via SEB’s whistleblowing channels;
ii) Investigate whistleblowing allegations including active deliberation on the incident reported to SEB’s whistleblowing channels;
iii) Deliberate and provide directions on the progress of investigation or investigation performed by Group Security Department (“GSD”) or Industrial Relation (“IR”) (“the Investigation Teams”). The Committee may request GSD or a third party consultant to re-investigate the incident reported if the investigation progress or investigation result are, in the view of the Committee, less than satisfactory;
iv) Oversight function of SEB’s Whistleblowing matters and investigation; and
v) Reporting to BAC on the whistleblowing complaints received, its investigation outcome and recommendations if any.
4. SECRETARIAT OF THE COMMITTEE
4.1) Compliance Counsel from Group Legal & Governance will act as secretariat to the Committee.
4.2) The secretariat shall:
i) Circulate the whistleblowing report (that is, announcement of new whistleblowing incident) within 2 working days of the incident reported to the Committee;
ii) Provide relevant investigation status update (include progress of investigation, investigation report and other relevant documents) at least 3 days prior to the Committee meeting date;
iii) Communicate to the relevant stakeholders on the action item recommended by the Committee;
iv) Prepare and circulate the draft meeting minutes after the Committee meeting on timely basis. Minutes are confidential and only to be provided to the members of the Committee;
v) Prepare and assist in preparation of reporting to the BAC on the whistleblowing complaints received, its investigation outcome and recommendations if any; and
vi) Consolidate the comments and feedback received from BAC and escalate to the stakeholders.
5. MEETING GUIDELINES OF THE CIC
5.1) Quorum
The quorum for the meetings shall be as follows: –
i) Tier-1 Committee – the CIC Chairman and minimum of two (2) members for Tier-1 Committee;
ii) Tier-2 Committee – the CIC Chairman and two (2) permanent members for Tier-2 Commitee;
must be present.
Any matters raised at any meeting of Committee shall be decided by unanimous votes of the Committee members present.
5.2) Frequency and Meeting Mode
i) The relevant committee shall meet at a minimum once a year, and shall sit on ad hoc and need basis if an urgent matter which relates to the function of the CIC arises;
ii) The secretariat, together with the Chairman of the Committee, shall be responsible for drawing up the notice and agenda for the meeting and the same shall be distributed to members and other attendees of the Committee at least three (3) working days, prior to the meeting together with the meeting papers and relevant information on the agenda items; and
iii) The CIC shall meet in person or by video conference, webcast or other electronic communications media where all members attending may simultaneously hear each other and participate during the meeting. Members shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in quorum accordingly.
5.3) Chairman
The Chairman shall assume, among others, the following responsibilities:
i) To lead the Committee in terms of providing insight into the complaints/allegations escalated to the Committee;
ii) To provide leadership to the Committee and ensure members play their roles in its activities;
iii) Ensure consensus reached in complaints/allegations escalated to the Committee; and
iv) Manage the processes and workings of the Committee and ensure that the Committee discharges its responsibilities in accordance with the Terms of Reference.
5.4 Minutes
i) The Committee should record its deliberations, in terms of the issues discussed, and the conclusions in discharging its duties and responsibilities, with the minutes kept and distributed to each member of the Committee. The Committee shall provide a report on the whistleblowing complaints at the next BAC meeting after the conclusion of each Committee meeting; and
ii) The secretariat shall also be responsible for keeping the minutes of meetings of the Committee and circulating them to the Committee members.
6. INVESTIGATION TEAM
6.1) The following are the functions of the Investigation Team:
(a) Conduct a full and thorough investigation into Complaint/Report/Recommendation, as directed by the Committee and such investigation will be conducted in a fair manner as a neutral fact-finding process and without any presumption of guilt;
(b) keep confidential and discreet in conducting investigation and shall not disseminate to third parties, information regarding the Improper Conduct or any part thereof, including the status or outcome of an investigation into it, except:
(i) to those who are authorised under this Terms of Reference;
(ii) when required to lodge a report of the improper conduct directly with an enforcement agency in accordance with the Whistleblower Protection Act 2010 or any other prevailing law;
(iii) in adherence to any law or in adherence to a legally binding requirement of any statutory authority; or
(iv) on a strictly confidential basis to a professional qualified lawyer for the purpose of obtaining legal advice.
(c) Report findings of its investigation to the Tier-1 and Tier-2 Committees;
(d) Consider any other matters as may be delegated by the Committee, from time to time; and
(e) Submit a complete set of the evidence, documents, witness statements and such other information collected from its investigations to the Secretariat and the Committee.
7. REVIEW OF THE TERMS OF REFERENCE
The Committee shall recommend any changes to its terms of reference in such manner as the Committee deems appropriate to the Board for approval. The terms of reference shall be assessed, reviewed and updated as and when necessary