First Myanmar Investment Company Ltd., (“the Company”) is committed to achieving the highest standards of integrity and accountability within its internal structure. With this in mind, the Company has developed these Procedures for reporting improprieties (the “Policy”) where all employees (the “Employees”) with serious concerns about the Company’s activities and operations may come forward and voice these concerns with the assurance that swift action will be taken if necessary.
This Policy makes it very clear that Employees may report improprieties or suspected improprieties without fear of victimization, subsequent discrimination or any form of disadvantage whatsoever. In fact, this Policy intends to empower Employees to raise potentially serious concerns within the Company rather than letting them escalate or possibly seeking alternative externally.
This Policy is a clear and unambiguous statement of the Company’s commitment that any impropriety by the Company or any of its employees, directors, or officers, once identified and reported, will be dealt with in expeditious manner and thoroughly investigated and subsequently remedied. The Company will also use its best endeavors to explore and implement policies to ensure that such impropriety can be prevented in the future.
This reporting mechanism invites and encourages all Employees to act responsibly and impartially to uphold the reputation of the Company and maintain public confidence in it. Nurturing and developing a culture of openness and transparency within the organization will further aid and expedite this process.
Further background to this Policy is summarized in the list of questions and answer below. This write-up is intended to serve as a guide to Employees only and they are encouraged to carefully read the Policy in the full as attached to this Guide.
SECTION A: WHISTLE BLOWING POLICIES BACKGROUND/FREQUENTLY ASKED QUESTIONS
1. What is whistleblowing?
Employees are usually uniquely situated within the Company and amongst the first to know when something is going wrong in the Company. A culture of “turning a blind eye” to such problems usually means that the alarm will not be sounded and management will not have a chance to take necessary appropriate action before substantial damage results. Whistleblowing can therefore be described as providing information about potentially illegal and/or unethical practices i.e. impropriety within the Company.
2. What is impropriety?
Impropriety involves any unlawful, illegal, unethical or otherwise improper behavior and can include, amount others:
a. An unlawful act, whether civil or criminal;
b. Breach of or failure to implement or comply with approved the Company policy;
c. Utilizing the Company’s funds in an unauthorized manner;
d. Not observing the Group’s internal and financial control procedures and policies;
e. Questionable accounting or auditing practices;
f. Abuse of power pr authority for any unauthorized or ulterior purpose;
g. Intentional provision of incorrect information to public bodies; and
h. Suppressing or attempting to suppress any information relating to the above.
3. What is the intention of the Policy?
This Policy aims to:
a. Encourage Employees to feel confident about raising concerns and to question and act upon such concerns;
b. Provide an outlet for employees to raise their concerns and acquire feedback on any action taken as a result;
c. Reassure Employees that they will be protected from possible reprisals or victimization provided that they raise their concerns in good faith and reasonably believe them to be true;
d. Caution Employees that, where more appropriate measures and procedures are available, for example:
i. the personnel department for matters concerning personal grievances; or
ii. the human resource department for complaints about personal benefits, whistleblowing may not be the appropriate method or forum to adopt.
4. Who should make complaints?
Any Employees who makes a disclosure or raises a concern under this Policy will be protected if the individual:
a. Discloses the information in good faith;
b. Has reasonable grounds to believe it to be substantially true;
c. Does not act maliciously; and
d. Does not seek any personal or financial gain.
The Company’s open door policy suggests that individuals share their questions, concerns, suggestions or complaints with someone who can address them properly. As such, directors who are Non-Executive of the management (the “Non-Executive Directors”) are in the best position to address any area of concern or complaints raised or received. Information received will be treated with the utmost confidentiality and will be attended to by appropriate personnel appointed by the Board. Any whistle-blowing report involving any Director or member of senior management (having designation of “Head/Chief/Managing Director of a Division” and above) may be reported directly to the Non-executive Director following email communication channels:
or such other email address as may be instructed by the Management.
6. Company Response
All whistle-blowing reports, other than reports involving any Director, member of senior management (having designation of “Head/Chief/Managing Director of a Division” and above) shall be received by the Director, who will log all reports into a register. The Director shall conduct an initial review of the report received and recommend the remedial, disciplinary or other action to be taken action taken by the the Company will depend on the nature of the concern. All investigations shall be reported to the Management for their attention and further action as necessary. The matters raised may:
- Be investigated internally
- Be referred to external auditor
- Be referred to appropriate law enforcement agencies
- Be investigated by an independent inquiry
In the event that the whistle-blowing reports involve any Director, member of the senior management or the Non-executive Vice Chairman, the reports shall be escalated to the Chairman of the Board, for his attention and further action as necessary.
In order to protect individuals and those accused of misdeeds or possible malpractice, initial enquiries will be made to decide whether an investigation is appropriate and, if so, what form it should take. Some concerns may be resolved by agreed action without the need for investigation. If urgent action required, this will be taken before any investigation is conducted.
The Company will take steps to minimize any difficulties, which the complainant may experience as a result of raising a concern. For instance, if a complainant is required to give evidence in a criminal or disciplinary proceeding, the Company will arrange for them to receive advice on what to expect.
The Company accepts that complainant needs to be assured that the matter has been properly and adequately addressed. Therefore, subject to legal constraints, the Company will use reasonable endeavors to inform the complainant of the outcome of any investigation.
7. What safeguards are there for Employees?
The Company will not tolerate any harassment or victimization (including formal pressures) and will take appropriate action to protect those who raise a concern in food faith.
No action will be taken against anyone who makes an allegation in good faith, reasonably believing it to be true, even if the allegation is not subsequently confirmed by the investigation. Efforts will be made to ensure confidentiality as far as this is reasonably practical.
8. Can the concern be taken outside of the Company?
This Policy is intended to provide an avenue within the Company to raise concerns. If an Employee takes any matter outside the Company, he or she would ensure that no disclosure of confidential information takes place.
9. Confidentiality and Anonymity
The Company will respect the confidentiality of any complaint received by the Complaint where the complainant requests such confidentiality. However, it must be appreciated that it will be easier to follow up on matters and to verify complaints if the complainant is prepared to give his or her name. Anonymity will not allow the Company to follow up with the complainant and this make any investigation more difficult or incomplete. If the situation arises where the concern is not able to be resolved satisfactorily without revealing the complainant’s identity (for instance, because evidence needs to be presented in court), the Company will discuss with the complainant on how best to proceed.
10. Malicious, Mischievous and False Allegation
The Company is proud of its reputation of having high standards of integrity. It will therefore ensure that adequate resources are put into investigation any complaint that it receives. However, the Company will regard the making of any frivolous, bad faith, malicious, mischievous or false allegations by any employee of the Company as a serious disciplinary offence that may result in disciplinary action, up to and including dismissal for cause.
SECTION B: PROCEDURES FOR REPORTING IMPROPRIETIES
1. Reporting Policy And Procedures
Reporting of Improprieties
The Company believes that it is in the best interests of the Group to promote an environment conducive for employees of the Group (the “Employees”) to, in confidence, raise or report concerns about Improprieties, without fear of Reprisals, and to put in place arrangements for the investigation of such concerns for appropriate follow-up action.
Publication of these Procedures
The Company shall disseminate and publish these Procedures to all Employees together with all updates and clarifications.
Authority to receive Complaints
All Complaints, including those involving a Director, member of senior management (having designation of “Head/Chief/Managing Director of a Division” and above) shall be addressed to the Non- Executive Director who may be reached at:-
Right to file Complaint
Every Employee shall have an unfettered right to file a genuine and bona fide Complaint and shall not be restricted in the exercise of such right.
Prohibition of Obstruction
The Company objects to and does not tolerate nor condone any Obstruction cause against any Employee who wishes or intends to file, or who is in the process of filling, a Complaint, and may institute such disciplinary action as it deems appropriate against any employee, officer or agent of the Group found to have caused or attempted to cause any such Obstruction.
Prohibition of Reprisals
The Company objects to and does not tolerate nor condone any Reprisals made against any Employee who has filed or attempted or intends to file a Complaint and may institute such disciplinary action as it deems appropriate against any Employee found to have made or attempted to make any such Reprisals.
Any Complaint alleging Obstruction or Reprisals shall be received, reviewed and investigated in the same manner as any Complaint alleging Improprieties.
2. Complaint Procedures
Procedures for handling Complaints
The procedures for the receipt, retention and treatment of a Compliant are set out below and shall be fully complied with.
Submission of Complaint
Every Complaint may be sent to or lodged in the manner described in paragraph 1.3 above.
Confidentiality of Identity
Employees are strongly encouraged to disclose their identity when lodging Complaints.
The identity of all Employees who have lodged Complaints shall be kept confidential save where:
- the identity of the Employee, in the opinion of the Management, is material to any investigation;
it is required by law, or by the order or direction of a court of law, regulatory body or by the Myanmar Exchange or such other body that has the jurisdiction and authority to require such identity to be revealed;
- the Management is if the opinion that it would be in the best interests of the Group to disclose the identity;
- it is determined that the Complaint was frivolous, in bad faith, or in abuse of these policies and procedures or lodged with malicious or mischievous intent; or
- the identity of such Employee is already public knowledge by reason other than disclosure under this paragraph 2.3.
Registration of Complaints
A Complaints Register shall be maintained or caused to be maintained for the purposes of recording details of all Complaints received, including the date of such Complaint and the nature of such Complaint.
The Complaints Register shall be made available for inspection upon any request of the Management.
3. Investigation of Complaints
Review and Investigation of Complaints
All whistle-blowing reports, other than reports involving any Director, member of senior management (having designation of “Head/Chief/Managing Director of a Division” and above) shall be received by the Director who will log all reports into a register. The Director shall conduct an initial review of the report received and recommend the remedial, disciplinary or other action to be taken action taken by the Company. All investigations shall be reported to the Management for their attention and further action as necessary.
In the event that the whistle-blowing reports involve any Director, member of the senior management or the Non-executive Director, the reports shall be escalated to the Chairman of Board, for his attention and further action as necessary.
Determination by Management
Upon receipt of any Complaint, the Management may;-
- conduct its own investigation or review;
- instruct the internal auditors or external auditors other professionals to conduct further investigations or review;
- instruct management to take such remedial, disciplinary or other action as it deems appropriate;
- engage such third parties as the Management may determine, to commence or conduct further investigations or review;
- engage such third parties as the Management may determine to take such remedial, disciplinary or other action as it deems appropriate; and/or
- take any other action as Management may determine in the best interests of the Group.
The Company reserves the right to take such action as the Management deems appropriate against any such Employee.
Abuse of Policies and Procedures
The Group may, upon determination by Management, take or cause to be taken such action as is appropriate against any Employee who has made a Complaint frivolously, in bad faith, in abuse of the policies and procedure herein or lodged with malicious or mischievous intent.
4. Consistency with Laws and Regulations
These Procedures shall be read in conjunction with any laws, regulations, rules, directives or guidelines that may from time to time be prescribe or issued on the receipt, retention and/or treatment of complaints regarding the subject matter of these Procedures.
In the event that any of these Procedures is inconsistent or in conflict with any such laws, regulations, rules, directives, or guidelines or any part thereof, any such laws, regulation, rules, directives or guidelines shall prevail to the extent of such inconsistency or conflict.
The following terms used in these Procedure shall have the meaning ascribed here;-
“Complaint” means any complaints alleging Improprieties, Obstruction or Reprisals;
“Complaint Register” means a register to record detail of all Complaints lodged;
“Group” means the Company and its subsidiaries;
“Improprieties” means any activity, conduct or omission by an employee, officer or agent of the Group or external advisers, consultants or professional firm (including auditing firms providing external or internal auditing services) engaged by the Group which relate to accounting, financial reporting, internal controls, internal accounting controls, financial, operational and compliance controls or risk management practices that are questionable or may not be in accordance with generally accepted accounting principles, standards or practices or which relate to issues of honestly or integrity or the commission or any act or activity which may be contrary to any law or regulation;
“Obstruction” means the use or attempted use of force, authority, intimidation, threats, harassment, coercion, undue pressure or any other action or behavior which is intended or leads itself to or in fact does impede, obstruct, influence or otherwise interferes with an employee’s or officer’s exercise of his right to report any improprieties or Reprisals or which may discourage other from so doing in the future; and
“Reprisals” means the use or the attempted use of force, authority, intimidation, threats, harassment, coercion, undue pressure or any act or omission or any negative or other inappropriate behavior by any employee or officer of the Group, against any person who has failed or intends to file a Complaint.
|No||2017- 2018||Implementation Status||Reporting Status||Compliance Benchmarking||Complaint Category||Complaint Status|
|2||June||Implemented||Active||Yes||HR Policy related||Resolved|
|7||September||Implemented||Active||Yes||Third Party Contract Dispute||Resolved|
|8||October||Implemented||Active||Yes||HR Policy related||Resolved|