The AC should review the policy and arrangements by which staff of the company and any other persons may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters. The AC's objective should be to ensure that arrangements are in place for such concerns to be raised and independently investigated, and for appropriate follow-up action to be taken. The existence of a whistle-blowing policy should be disclosed in the company's Annual Report, and procedures for raising such concerns should be publicly disclosed as appropriate.
 
A. Explanation

This Guideline sets out the policies and arrangements for raising concerns about improprieties in the company.

Misconduct by employees (including fraud) can happen at any time in any company. Such misconduct is often observed by other employees or external parties. If these employees or external parties make a report, this is referred to as whistleblowing.

Whistleblowing is one of the most effective methods of detecting corporate irregularities and fraud. It is widely accepted as a fundamental corporate governance mechanism that provides stakeholders with a way of raising serious issues to senior management and the Board.

However, for whistleblowing to be effective, there must be a formalised policy and secure mechanisms to encourage and protect whistleblowers, and follow through on the whistleblowing reports.

This Guideline requires the AC to review and ensure that whistleblowing or equivalent arrangements are in place, and that the existence of such a policy should be disclosed in the annual report, and the procedures for whistleblowing are publicly disclosed (such as in the company’s website and other platforms).

The disclosure of the policy and mechanisms will make it clear that the company takes malpractices and the protection of whistleblowers seriously, and that there is an official avenue to raise and address such concerns.

 

B. SGX Disclosure Guide
  • Nil.

 

C. Related Rules and Regulations
  • SGX MR 719(2) and CR 719(2): Suspected Fraud or Irregularity.

 

D. CG Guides
  • AC Guide 3.3: Fraud Risk Management [Risk Management and Internal Controls].
  • AC Guide 3.4: Whistleblowing [Risk Management and Internal Controls].

 

E. Related Articles

 

eGuide to CG Code
Overview
Board Matters
Principle 1
Guideline 1.1
Guideline 1.2
Guideline 1.3
Guideline 1.4
Guideline 1.5
Guideline 1.6
Guideline 1.7
Principle 2
Guideline 2.1
Guideline 2.2
Guideline 2.3
Guideline 2.4
Guideline 2.5
Guideline 2.6
Guideline 2.7
Guideline 2.8
Principle 3
Guideline 3.1
Guideline 3.2
Guideline 3.3
Guideline 3.4
Principle 4
Guideline 4.1
Guideline 4.2
Guideline 4.3
Guideline 4.4
Guideline 4.5
Guideline 4.6
Guideline 4.7
Principle 5
Guideline 5.1
Guideline 5.2
Guideline 5.3
Principle 6
Guideline 6.1
Guideline 6.2
Guideline 6.3
Guideline 6.4
Guideline 6.5
Remuneration Matters
Principle 7
Guideline 7.1
Guideline 7.2
Guideline 7.3
Guideline 7.4
Principle 8
Guideline 8.1
Guideline 8.2
Guideline 8.3
Guideline 8.4
Principle 9
Guideline 9.1
Guideline 9.2
Guideline 9.3
Guideline 9.4
Guideline 9.5
Guideline 9.6
Accountability and Audit
Principle 10
Guideline 10.1
Guideline 10.2
Guideline 10.3
Principle 11
Guideline 11.1
Guideline 11.2
Guideline 11.3
Guideline 11.4
Principle 12
Guideline 12.1
Guideline 12.2
Guideline 12.3
Guideline 12.4
Guideline 12.5
Guideline 12.6
Guideline 12.7
Guideline 12.8
Guideline 12.9
Principle 13
Guideline 13.1
Guideline 13.2
Guideline 13.3
Guideline 13.4
Guideline 13.5
Shareholder Rights and Responsibilities
Principle 14
Guideline 14.1
Guideline 14.2
Guideline 14.3
Principle 15
Guideline 15.1
Guideline 15.2
Guideline 15.3
Guideline 15.4
Guideline 15.5
Principle 16
Guideline 16.1
Guideline 16.2
Guideline 16.3
Guideline 16.4
Guideline 16.5
eGuide Glossary
Disclosure of CG arrangements
The Role of Shareholders

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