Whistleblowing Policy and Procedure

1. Introduction

1.1 At Bentley Music Group and its subsidiaries (collectively known as "BMG"), we take pride in our reputation and our commitment to always put integrity first. All employees and directors of BMG play a part in maintaining this reputation and continuing to uphold BMG success.

1.2 In line with this commitment, we have put in place a Whistleblowing Policy and procedures to provide an avenue for our directors, employees and third parties (such as vendors, contractors, consultants, agents, customers, clients, stakeholders and business partners of BMG) to disclose any improper conduct that may be illegal, unethical, corrupt or otherwise cause damage to BMG's reputation.

2. Improper Conduct

2.1 Conduct by the Company or any of its directors, employees and third parties will be considered to be improper when it does not meet the Company's regulatory obligations or where it may otherwise be considered illegal, fraudulent, unethical, corrupt or inconsistent with the Company's internal policies.

2.2 Examples of improper conduct include but are not limited to:

• Criminal offences, unlawful acts, fraud, corruption, bribery, criminal breach of trust, money laundering and blackmail;
• Failure to comply with legal or regulatory obligations;
• Misuse or misappropriation of BMG's funds or assets;
• An act or omission which creates a substantial and specific danger to the lives, health or safety of the employees or the public or the environment;
• Conduct which may cause financial loss to BMG or bring it to severe public disrepute or ridicule or is otherwise detrimental to BMG's interests;
• Conduct that breaches any obligations under the BMG Code of Conduct or the Company's Policies and Procedures;
• Poor or unethical sales practices, including mis-selling;
• Conflict of interest; or
• Misuse of position or information which may result in profiteering.

3. Reporting Improper Conduct

3.1 A disclosure of Improper Conduct shall be made to Investigating Team in writing by completing the Whistleblowing Form and then send it to hr@bentleymusic.com; or report directly to relevant government or regulatory authorities and enforcement agencies in Malaysia as prescribed by the Whistleblower Protection Act 2010 such as Bank Negara Malaysia (BNM), Malaysian Anti-Corruption Commission (MACC), Association of Banks Malaysia (ABM), Police, etc.

3.2 The Whistleblower must ensure that the disclosure is made in good faith, free from malicious intent, and is not for personal gains.

3.3 Requirement of Good Faith:
Since an allegation of Improper Conduct may result in serious personal repercussions for the person who has allegedly committed an Improper Conduct, any person who intends to lodge any report of Improper Conduct shall ensure that the report of Improper Conduct is made in good faith.

3.4 Any person making an allegation of Improper Conduct must have reasonable and probable grounds before reporting such Improper Conduct and must undertake such reporting in good faith, for the best interest of BMG and not for personal gain or motivation.

3.5 The whistleblower is required to disclose his/her identity to Human Resource Department (HRD) in order to provide relevant protection to the Whistleblower, obtain further information if necessary, and provide privilege to the Whistleblower to be updated on the report's progress.

4. Confidentiality

4.1 BMG will make every effort to keep your identity confidential. In order not to jeopardise the investigation, you should also keep the fact that you have filed a report, the nature of your concern and the identity of those involved confidential.

4.2 The identity of the Whistleblower shall remain confidential unless MACC officers require the information for further investigation.

4.3 The protection will be revoked if it is proven that the report is lodged not in good faith and the Whistleblower is an individual involved in the reported improper conduct.

5. Investigation Team

5.1 The Investigating Team will be established by HRD in order to conduct a detail investigation.

5.2 The Investigating Team shall maintain objectivity, impartiality and fairness throughout the detailed investigation process and conduct their activities competently and with the highest levels of integrity. In particular, the Investigating Team shall perform its duties independently, free from improper influence and fear of retaliation from Employees responsible for or involved in operational activities and/or Employees liable to be the subject of investigation for Improper Conduct.

5.3 The Whistleblower shall cooperate with the Investigating Team. All interviews and activities carried out during the course of the investigation shall be recorded and reduced to writing and filed by the investigating team.

5.4 Members of the investigating team shall have access to all relevant records. Documents provided for investigation purposes shall be acknowledged accordingly in the records.

5.5 Throughout the investigation process:

• (a) All Employees in BMG are expected to cooperate and provide the necessary assistance to the Investigating Team. There should not be any attempt to deliberately destroy, alter or remove any documentary information or any evidence. Any person who obstructs an investigation of a whistleblowing report shall be subject to disciplinary action, which may include termination of employment, demotion, or other legal redress.
• (b) The Investigating Team shall meet the Employee(s) under investigation to ascertain facts of his/her involvement in the Improper Conduct or to clear him/her of suspicion.
• (c) The Investigating Team may schedule meetings with other persons suspected to have been involved or to have any knowledge of the alleged Improper Conduct. All such meetings shall be conducted confidentially, and all matters discussed shall be documented by the Investigating Team.
• (d) Once the investigation is complete, the Investigation Team will be abolished.

6. Procedures

6.1 The Whistleblower that discovers or genuinely suspects any Improper Conduct shall submit the Whistleblowing Form disclosing his/her name, contact number, details of alleged person(s), nature of allegation and provide evidence, if possible, to the Investigating Team.

6.2 If the Improper Conduct involved any members of the Investigating Team, the implicated person(s) shall then be excluded from the activities of screening and subsequent follow-up actions including investigation.

6.3 A preliminary investigation will be carried out by the HRD to assess the severity of the alleged misconduct reported by the Whistleblower. The timeline will be set according to case-to-case basis. The result of the preliminary investigation will be presented to the Investigation Team to conclude the matter.

6.4 If the investigation report concludes that the case/alleged Improper Conduct is:

• (a) Unfounded or unsubstantiated, no further action will be taken, and the case will be closed. HRD will notify the Whistleblower of the decision within thirty (30) days from date preliminary investigation was presented to Investigation Team; or
• (b) Justified and serious, the case will undergo full investigation by the Investigating Team.

6.5 The Whistleblower shall also be informed of the following:

• (a) Not to contact the suspected Employee(s) in an effort to determine facts or demand restitution; and
• (b) Not to discuss the case, facts, suspicions or allegations with anyone except with the Investigating Team.

7. Actions, Outcomes and Whistleblower Communication

7.1 Upon the conclusion of a detailed investigation, the Investigating Team will present the report to the Managing Director (MD), Executive Director (ED) or the Board of Directors (BOD), as the case may be. Upon review of such investigation report, the Investigation Team shall determine whether or not the allegation can be substantiated. In the event the allegation is substantiated, the Investigation Team will identify and recommend the corrective action(s) to be taken to mitigate the risks of such Improper Conduct recurring as follows:

• (a) Referring the matter to external authorities i.e., MACC, PDRM etc;
• (b) Referring the matter to HRD to initiate disciplinary proceedings and referring the matter to the appropriate external authorities for further action to be taken against the wrongdoer.

7.2 All records of disclosures, statements, evidence and findings shall be managed in compliance with the provisions of PDPA 2010 and other applicable laws.

7.3 All the above preliminary and/or detailed investigation processes shall be properly reported and documented.

8. Withdrawal of Report

The Whistleblower who wishes to withdraw his/her report is required to withdraw in writing using the same channel used to file the report, or write to hr@bentleymusic.com. The withdrawal should also be supported by reasons. Notwithstanding such withdrawal, BMG reserves the right to proceed with investigation on the matters arising from the report.

Whistleblowing Process Flow

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