1. Policy Objectives and Scope
Singapore Institute of Directors (“SID”) is fully committed to the highest standards of honesty, transparency, ethical and legal conduct and accountability, and in compliance with all applicable laws and regulatory requirements. It is also committed to carry out its mission through its core values of collaboration, excellence, integrity and innovation. It strongly believes that the actions and conduct of all employees and other persons acting on behalf of SID are essential to maintaining these standards and adhering to its core values.
This Whistleblowing Policy (the “Policy”) aims to provide an avenue for employees and external parties to raise genuine concerns relating to any suspected improprieties or serious breaches of the code of conduct involving employees, volunteers, members, suppliers, partners and any other parties with a relationship with SID.
The aim of this Policy is to:
a. Promote standards for good financial and corporate practices and deter wrongdoing.
b. Provide proper avenues for employees, volunteers, members, suppliers, partners and any other parties with a relationship with SID to raise concerns about suspected improprieties and receive feedback on any action taken.
c. Give employees, volunteers, members, suppliers, partners and any other parties with a relationship with SID the assurance that they will be protected from reprisals or victimisation for whistleblowing in good faith.
d. Address reportable incidents.
SID’s Governing Council has approved and adopted this Policy to ensure necessary arrangements are available where whistleblowers may raise concerns about possible improprieties without fear of reprisals in any form.
The Audit and Risk Management Committee (“ARMC”) of the Governing Council of SID has been delegated with oversight of this Policy.
2. Whistleblowing concerns
Some examples of concerns covered (though not exhaustive) by this Policy include:
a. Impropriety, corruption, theft/misuse of SID’s properties/assets/resources.
b. Conduct which is an offence or breach of law.
c. Breach of or failure to implement or comply with SID's policies.
d. Concerns about SID's accounting, internal controls or auditing matters.
e. Serious conflict of interest without disclosure, resulting in material gain.
f. Acts that mislead, deceive, manipulate, coerce, or fraudulently influence any internal or external accountant or auditor in connection with the preparation, examination, audit or review of any financial statements or records of SID.
g. Abuse of power or authority, for example, CEO asking Finance Manager to make false declarations on the company's accounts.
h. Physical and emotional bullying by colleague.
i. Sexual harassment:
o Physical harassment (sexual gestures, inappropriate touching etc.).
o Verbal harassment (sexual comments/jokes, asking for sexual favours etc.).
o Visual harassment (showing derogatory or pornographic materials etc.).
o Any other serious improper matters which may lead to financial or non- financial loss to SID or damage SID's reputation.
j. Fraud (for example, theft, corruption, misrepresentation, bribery, kickback or embezzlement) or the making of fraudulent statements to members of the public and regulatory authorities.
k. Concealing information about any malpractice or misconduct.
l. Intentional provision of incorrect information to public bodies.
This Policy does not and cannot reasonably detail or cover every situation that should be reported according to this Policy. If you are uncertain how to apply any provisions of this Policy, please consult your immediate supervisors, SID's management or the ARMC, whichever is applicable.
3. Protection against reprisal
SID recognises that the decision to report a concern can be difficult, not least because of the fear of reprisal from those responsible for the alleged malpractice. SID will not tolerate harassment or victimisation and will take all possible action to protect anyone who raises a concern in good faith.
However, SID does not condone frivolous, mischievous or malicious allegations, and anyone making such allegations may face disciplinary action.
4. Confidentiality
All concerns will be treated with the strictest confidentiality.
Exceptional circumstances under which information provided by the whistleblower could or would not be treated with confidentiality include:
a. Where SID is under a legal obligation to disclose the information provided.
b. Where the information is already in the public domain.
c. Where the information is given on a strictly confidential basis to legal or auditing professionals for the purpose of obtaining professional advice.
d. Where the information is given to the police or other authorities for criminal investigation.
5. Reporting channels
In line with our commitment to keep all concerns confidential, dedicated communication channels have been established. Whistleblowers may choose to use any of these communication channels to communicate with the Chair of the ARMC, as follows:
Via a written mail to:
Private & Confidential
For the Attention of
Audit and Risk Management Committee Chair Singapore Institute of Directors
168 Robinson Road #11-03 Capital Tower
Singapore 068912
Via email Address: [email protected]
All of the above communication channels are secure and available to all employees, volunteers, members, suppliers, partners, and any other parties with a relationship with SID.
Upon receiving the concern (whether by mail or email), the ARMC Chair will consult with ARMC to determine the next course of action.
When making a report, the whistleblower should as far as practicably include the following information:
a) Date, time and place of the actions/ transactions.
b) Identity and particulars of the parties involved.
c) Circumstances leading to the improprieties.
d) Reason(s) for the concern.
e) Any other relevant information or documentation that would assist in evaluating the report/incident.
Whistleblowers making any such reports should ensure that they do so in good faith and the best interest of SID and not with any malicious intent. Whistleblowers may be the subject of disciplinary or other legal action if the reports or allegations are malicious, frivolous, or to cause anger, irritation, or distress.
6. Assessment and investigation of the concerns raised
The ARMC may, at its absolute discretion, delegate the investigation of the whistleblowing reports and implementation of this Policy to such person(s) including third parties as it deems fit.
Assessment of the concern or information reported by the whistleblower will be made with due consideration given to the following factors:
a. Seriousness of the issue raised.
b. Credibility of the concern or information.
c. Likelihood of confirming the concern or information from the attributable sources.
All whistleblowing reports, other than reports involving any Governing Council Member received by the Chair of the ARMC will be logged in a register. The Chair of the ARMC will conduct an initial review of the report received, and the action taken by SID will depend on the nature of the concern. All investigations will be reported to the ARMC for their attention and further action as necessary.
If the whistleblowing report(s) involve a Governing Council Member, the matter will be escalated to the Chair of the Governing Council and/or Chair of the ARMC as appropriate, for their attention and further action as necessary.
The amount of contact between the whistleblower and the person(s) investigating the concern raised or the information provided will be determined by the nature and clarity of the matter reported. Further information may be sought from the whistleblower during the investigation. When the investigation is completed, the investigating officer(s) will report the findings to the ARMC for necessary action.
If the whistleblower identifies himself/herself, the ARMC will look into the matter and acknowledge receipt of the report to the person within two (2) weeks. If the message is anonymous, there is no obligation for the ARMC to respond. However, the ARMC may, at its sole discretion, investigate an anonymous complaint if it believes there is reasonable grounds to do so. The ARMC will decide if any report is deemed whistleblowing based on the abovementioned Policy.
7. Implementation of the Policy
A copy of this Policy will be available on SID's website for transparency and ease of access by all employees, volunteers, members, suppliers, partners, and any other parties with a relationship with SID.
All new volunteers and employees will be briefed on the Policy as part of their orientation programme.
Regular communications will be made to stress to all volunteers and employees the importance of this Policy and maintain awareness of the SID’s continued commitment to this Policy.
The ARMC will collate any feedback received and report to the Governing Council periodically.
The ARMC will be responsible for maintaining, reviewing and updating this Policy. Any proposed revisions will require the SID Governing Council’s approval.
Dated 16 October 2023