Corporate Governance

Corporate Governance
Corporate Governance
Corporate Governance

Corporate Governance

1. POLICY PURPOSE

1.1. SPH Media Limited and its related corporations (as defined under the Companies Act, Cap 50) (“SPH” or the “Group”) does not tolerate any malpractice, impropriety, statutory non-compliance or wrongdoing by staff in the course of their work. This Policy is intended to provide a framework to promote responsible and secure whistle blowing without fear of adverse consequences.

1.2. The Policy aims to create a work environment where Employees, vendors, service providers, customers and other stakeholders are able to raise concerns on misconduct, irregularities or malpractices, without fear of harassment and/or victimization and with an assurance that their concerns will be taken seriously and investigated, and the outcome duly communicated.

1.3. It is intended to encourage staff and other relevant stakeholders to report unethical or illegal conduct. Policy objectives include:

1.3.1. Encourage timely reporting of alleged malpractices/misconduct;

1.3.2. Provide a confidential channel for escalation of concerns without fear of reprisal;

1.3.3. Ensure consistent and timely response to reported improprieties and awareness by whistle blowers of their options/rights;

1.3.4. Ensure appropriate oversight by the Board of Directors;

1.3.5. Serve as a means of preventing and deterring misconduct that may be contemplated;

1.3.6. Protect the rights of SPH; and

1.3.7. Promote a culture of openness, accountability and integrity.

2. APPLICATION

2.1. This Policy applies to:

2.1.1. the Group i.e. SPH and its related corporations (as defined under the Companies Act, Cap 50), including SPH Media Trust, SPH Media Holdings Pte Ltd and their subsidiaries;

2.1.2. All employees in the Group including but not limited to the following: officers, CEO/Directors, freelance/part-time workers, trainees, seconded staff, interns or any other person employed with the Group (“Employees”); and

2.1.3. Third Party Representatives (as defined in Paragraph 3.3 below); and

2.2. The Policy allows for reporting by Employees or External Parties of such matters to the Audit & Risk Division of SPH, without fear of reprisal, discrimination or adverse consequences, and also permits SPH to address such reports by taking appropriate corrective action, including, but not limited to, disciplinary action up to termination of the employment and/or services of those responsible.

2.3. Reportable incidents, whether suspected or confirmed, for whistle blowing include:

2.3.1. All forms of financial or non-financial malpractices or impropriety such as fraud, corruption, bribery or theft.

2.3.2. Harassment and abuse and misrepresentation of power and authority;

2.3.3. Failure to comply with laws and regulations;

2.3.4. Actions detrimental to health and safety or the environment;

2.3.5. All forms of discrimination on the basis of gender, race, religion, or disabilities;

2.3.6. Conflict of interest;

2.3.7. Breach of SPH’s policies or Code of Ethics; and

2.3.8. Concealing, manipulation or destruction of information or documentation about any of the above malpractice or misconduct.

3. DEFINITION

3.1. “External Parties” refer broadly to, but not limited to, members of the public or those who are impacted by various organisational or business activities of SPH.

3.2. “Receiving Officer” refers to the Head of the Audit & Risk Division who is responsible for the investigation, handling and escalation of reportable concerns.

3.3. “Third Party Representative” refers to any outside party acting on behalf of SPH and its subsidiaries. Third Party Representatives consist of but may not be limited to the following: agents, consultants, distributors, business partners, contractors, agents, agency staff, joint-venture partners and certain vendors but shall not include brokers. For example, vendors that do not represent SPH in dealing with Customers and Government Officials and which only supply goods to SPH are not considered being Third Party Representatives. Similarly, brokers hired by Customers to assist with selecting vendors are not considered to be “Third Party Representatives”.

3.4. “Whistle Blowing” refers to a voluntary disclosure of individual or organisational malpractice by a person who has privileged access to data, events, or information about an actual, suspected, or anticipated wrongdoing or malpractice within or by SPH that is within its ability to control. There are two categories of whistle blowers namely:

3.4.1. “Internal Whistle Blowers” refers to Employees who are expected to report incidents of misconduct involving peer, supervisor/superior or top management staff to relevant reporting point.

3.4.2. “External Whistle Blowers” refers to contractors, customers, suppliers, service providers and other members of the public who report wrongdoings of Employees to the Head of Audit & Risk/ Chief Executive Officer ("CEO").

4. GUIDANCE

Reporting Mechanisms

4.1. SPH encourages Employees and External Parties to put their names to their allegations whenever possible. Concerns or irregularities expressed anonymously are more difficult to act upon effectively but they will be considered, taking into account the following:

4.1.1. Seriousness of issues raised;

4.1.2. Significance and credibility of concerns;

4.1.3. Likelihood of confirming the allegation from attributable sources and information provided.

4.2. All valid concerns or irregularities raised will be acknowledged and treated with confidence throughout the process.

4.3. Concerns may be raised verbally or in writing. As it is essential for SPH to have all critical information in order to be able to effectively evaluate and investigate a complaint, the report made should provide as much detail and be as specific as possible. The Receiving Officer is the Head of Audit & Risk Division.

The contact details of the Receiving Officer are as follows:

Address: 1000 Toa Payoh North, SPH News Centre, Tower Block, Level 11, Audit & Risk Division, Singapore 318994
Email: whistleblow@sph.com.sg

Alternatively, the complainant may submit the concerns via this link that is also found on SPH's website.

4.4. All complaints received via the SPH Whistle Blowing channels are to be forwarded to the Chairman of the SPH Audit & Risk Committee (“ARC”) for decision and guidance on the next course of action(s).

Safeguards

4.5. SPH prohibits discrimination, retaliation or harassment of any kind against a whistle blower who submits a complaint or report in good faith. If a whistle blower believes that he or she is being subjected to discrimination, retaliation or harassment for having made a report under this Policy, he or she should immediately report those facts to the Receiving Officer. Reporting should be done promptly to facilitate investigation and the taking of appropriate action.

4.6. At the appropriate time, the party making the report/complaint may need to come forward as a witness. If an Employee or External Party makes an allegation in good faith but it is not substantiated by the investigation, no action will be taken against him or her. If, however, an Employee has made an allegation frivolously, maliciously or for personal gain, disciplinary action may be taken against him or her. Likewise, if investigations reveal that the External Party making the complaint had done so maliciously or for personal gain, appropriate action, including reporting the matter to the police, may be taken.

Complaints Handling

4.7. All information disclosed during the course of investigation will remain confidential, except as necessary or appropriate to conduct the investigation and to take any remedial action, in accordance with any applicable laws and regulations.

4.8. SPH reserves the right to refer any concerns or complaints to appropriate external regulatory authorities. Depending on the nature of the complaint, the subject of the complaint may be informed of the allegations against him or her and be provided with an opportunity to reply to such allegations. Employees who fail to cooperate in an investigation, or deliberately provide false information during an investigation, shall be subject to strict disciplinary action up to, and including, immediate dismissal.

4.9. If, at the conclusion of an investigation, SPH determines that a violation has occurred or the allegations are substantiated, appropriate disciplinary action in accordance with the Fair Employment Policy will be taken. Non-anonymous whistle-blowers will be informed that action has been taken at the conclusion of the investigation, without divulging confidential information.

Handling External Media

4.10. In disclosing to external media with regards to alleged misconduct through the whistle blowing channels, SPH will ensure that there is fairness and objectivity in its corporate statements with no misrepresentation and unprofessional pursuit of publicity.

4.11. Where information is confidential, SPH shall not, except in the course of duty or under compulsion by law, disclose, divulge or make public any information of a confidential nature relating to the details of the alleged misconduct.

4.12. During the course of investigation, the whistle blower or any party privy to the confidential information shall not inform external media or any colleagues.

5.ADMINISTRATION – COMMUNICATIONS, TRAINING AND POLICY REVIEW

Communications and Training

5.1. Principles and procedures of the Whistle Blowing Policy shall be communicated to all relevant stakeholders at the outset and as appropriate thereafter.

5.2. Employees should read, understand and comply with this policy. All Employees are responsible to ensure the highest standards of ethics, honesty, openness and accountability in line with the SPH's commitment to enhance good governance, transparency and safeguard the integrity of SPH.

5.3. All relevant Employees shall be trained on the principles of this Policy periodically.

Policy Review

5.4. The Whistle Blowing Policy shall be reviewed regularly, where the SPH may modify this Policy to maintain compliance with applicable laws and regulations or accommodate organisational changes. This review should be carried out by Head of  Audit & Risk Division.

5.5. SPH's Audit & Risk Division should review management compliance with this policy and procedure and recommend improvements or updates as necessary towards its continued effectiveness.

6. Policy Distribution

  • SPH Board
  • All Employees in SPH

(Effective Date: 12 May 2022)

This Code of Conduct (“Code”) applies to all current and future suppliers of SPH Media Limited and/or its related entities, affiliates and subsidiaries, and their respective successors-in-title (individually and collectively, "SPH Media") and conveys the expectation for suppliers to adhere to the highest ethical standards when conducting business.

A supplier refers to any individual or business that supplies goods or services to any part of SPH Media’s business, and includes all persons employed by the supplier, as well as sub-contractors and service providers engaged by the supplier.

It is the responsibility of the supplier to ensure its employees and representatives understand and comply with this Code. Failure to adhere to the Code may be grounds for SPH Media to terminate the supplier relationship, depending on the circumstances and the seriousness of the violation.

1. Compliance with Laws and Regulations

Suppliers undertake that they will comply with all laws and regulations that apply to them in the countries that their operations are based, and where they provide goods and services to SPH Media.

2. Ethical Dealings

Suppliers commit that all their business dealings are handled with integrity, transparency and honesty. No form of fraud, corruption, bribery, extortion or other behavior involving improper benefits will be tolerated. Any situation that has actual, perceived or potential conflicts of interest must be disclosed to SPH Media.

Suppliers will not offer to any employee of SPH Media any gifts, inducement or reward that may influence business decision or create the appearance of influencing any business decision other than that specifically documented in a signed contract or terms and conditions of the business arrangement.

Suppliers and those acting on their behalf will remain free from conflicts of interest that may adversely influence their business relationship with SPH Media. Suppliers commit to disclose any potential conflicts of interest promptly to SPH Media.

3. Confidentiality

Suppliers must respect SPH Media’s intellectual property, trade secrets and all other confidential, proprietary or sensitive information, and may not use or disclose any such information except in accordance with the terms of their contract with SPH Media, and for the benefit of SPH Media.

4. Competition / Anti-trust

Suppliers commit to conduct their business in compliance with all competition laws (known as antitrust laws in the U.S.) applicable to them

5. Equality

Suppliers shall apply fair standards in its treatment of all its employees, and this entails not subjecting any employee to discrimination based on race, national origin, ethnicity, religion, gender, age, marital status, sexual orientation, disability, or any other reason. Suppliers will comply with all national laws on wages and working hours as well as international standards regarding child labour and minimum age.

6. Health and Safety

Suppliers are required to provide a safe and healthy working environment for all its employees and are encouraged to have in place policies that are designed to promote the general health of employees and prevent work-related injuries and illness.

7. Environment

Suppliers shall comply strictly with local environmental laws and practices, such as those pertaining to waste disposal, air emissions and pollution. Suppliers must endeavour to minimize the impact of their operations on the environment.

8. Industry Practices

SPH Media will only do business with suppliers that produce, package, store and deliver products in accordance with good manufacturing practices prevailing in their respective industries. Suppliers are expected to provide goods and services that consistently meet required specifications.

9. Personal Data Protection

Suppliers shall comply with the Personal Data Protection Act in Singapore and/or applicable data protection laws in the relevant jurisdiction when collecting, using, disclosing, transferring, storing and/or processing any personal data information that are controlled or owned by SPH Media and to ensure they have equivalent data protection policies and controls in place. In the event of any data breach, Suppliers shall inform SPH Media within 24 hours of discovering the breach.

10. Monitoring

Suppliers are expected to actively monitor their day-to-day management processes with respect to this Code, as may be amended from time to time.

This Code does not create any binding obligations on SPH Media.

 

[Updated as of 30 November 2021]