Objective

This policy addresses the commitment of Sakae Holdings Ltd ("Sakae Holdings") to integrity and ethnical behaviour by helping to foster and maintain an environment where employees can act appropriately, without fear of retaliation. To maintain these standards, Sakae Holdings encourages its employees who have concerns about suspected serious misconduct or any beach of suspected breach of law or regulation that may adversely impact the Company to come forward and express these concerns without fear of punishment or unfair treatment.

This process of voicing wrong doings is generally referred to as "Whistleblowing". The person raising concerns is referred to as the "whistleblower" and the person against whom the concern is raised is referred to as the "whistleblowee".

The Company is committed to ensure concerns of this nature will be taken seriously and investigated. A disclosure will be protected if the whistleblower has an honest & reasonable suspicion that the malpractice has occurred or is likely to occur. A member who raises concern(s) reasonably and responsibly will not be penalized in any way. There is an independent "Whistle blowing committee" to ensure fair treatment will be given to the whistle blower.

Issues that can be raised under this policy

The concerns are as follows:
Malpractice/ill treatment of a client/customer/employee by any member of the staff
Repeated offences despite a complaint being made
A criminal offence has been committed, is being committed, or is likely to be committed
Suspected fraud
Disregard for legislation, particularly in relation to health & safety at work
Breach of statutory regulations and financial polices and measures
  Statutory reporting requirements
  Insider trading
  Established internal financial polices, controls and measures

Showing undue favoritism over a contractual matter or to a job applicant
A breach of any code of conduct or protocol
Information on any of the above has been/is being or is likely to be concealed

Confidentiality protection for the whistleblower

The whistleblower has to identify himself / herself and every effort will be made to ensure confidentiality of the identity. In the event of being unable to maintain the anonymity of the whistleblower, additional measures will be considered within the rights
of the whistleblower. Eg leave of absence, temporary relocation etc. Anonymous concerns are less effective but will be considered at the discretion of the Whistleblowing Committee.

Petty, malicious accusations & repercussions

If the whistleblower makes allegations in good faith, but is not subsequently confirmed by the
investigation, no action will be taken against that person. If however, malicious or vexatious
allegations are made, disciplinary action may be taken against that person. This will be a
decision taken by the Whistleblowing Committee.

Communicating a concern

The reporting person should approach the Whistleblowing Committee, to voice his/her
concerns. Facilities have been provided to ensure this communication will be in strictest
confidence. The whistleblower is encouraged to communicate the information in person, but
could also use other means (ie phone, email, letter etc). The whistleblower can email directly
to alarm@sakaeholdings.com. This email is accessible only by the audit committee
members.

Details to include in the communication

The whistleblower is invited to provide the background and history of their concern, giving names, dates and places where possible. Although they are not expected to prove the truth of an allegation, they will need to demonstrate that there are sufficient grounds for the concern.

Subsequent investigation and action process

The action taken will depend on the nature of the concern. It may be
  Investigated internally by  the Whistleblowing Committee
  Be referred to the police
  Be referred to the external auditor
  Form the subject of an independent inquiry

Subject to legal/confidentiality constraints the issue raised will be communicated to the whistleblowee as well and an opportunity given to hear his/her defense. Where disciplinary action is required, the Human Resource dept will be informed and further
action discussed.

Audit Committee involvement

It should be noted that regardless of the significance of the concern, or outcomes, all of this will be communicated to the Audit committee. The AC comprises entirely of nonexecutive directors who do not have any operational connection with the Company or its employees and hence are in a position to appraise the issues without unfair prejudice or bias.

Update of progress of the investigation

If possible, subject to confidential/legal constraints, the persons concerned (whistleblower & whistleblowee) will be informed of the progress and outcome of the issue raised. A formal report will be issued as a result of any investigations conducted
and subject to confidential/legal restrictions this will be communicated to the whistleblower and whistleblowee and their views will be taken into consideration.

Protection for whistleblowing

To ensure that this policy is effective, and to assure the whistleblower that their concerns will be taken seriously, the Company will:
a. Not allow the whistleblower, if he/she is an employee of the Company, to be unfairly victimized or subject to adverse personnel action, it being:
  Re moval
  De motion
  Su spension
  Transfer/Reassignment
  Ad verse performance evaluation
  Adverse decisions concerning pay/benefit/awards
  Adverse decisions concerning training/development
  Other significant changes in duties/responsibilities, work conditions etc
b. Treat victimization of the said employee as a serious matter, leading to disciplinary action that may lead to dismissal of the victimizer.
c. Not attempt to conceal evidence of poor or unacceptable practice.
d. Take disciplinary action if an employee destroys or conceals evidence of poor or unacceptable practice or misconduct.
e. Ensure confidentiality clauses in employment contracts do no restrict, forbid or penalize whistleblowing.
f. During the internal handling of a reported offence, the IA/AC will decide if an external party should be notified.
g. Before, during and after the internal handling of the concern raised, the reporting employee shall refrain from seeking external advice or assistance, and shall refrain from seeking or giving internal or external publicity.
h. This will be strictly enforced by the Company to protect the reputation of the Company and its stakeholders' interests.

Regular review of effectiveness of policy

The company undertakes to review the policy regularly for effectiveness and will take into consideration any feedback to improve it further.