Procedures for the receipt, retention and treatment of complaints about Lorenzo International Limited (the “Company”) or its subsidiaries’ accounting, internal controls, auditing and corporate governance (the “Complaints”)
Under the Code of Corporate Governance 2005 issued by the Singapore Exchange Limited, it is the Audit Committee’s responsibility to ensure that the Company has appropriate procedures for the receipt, retention and treatment of complaints about possible improprieties concerning the Company’s accounting, financial and other matters. In addition, the Audit Committee should provide for confidential and anonymous submission by the Company about such possible improprieties. The procedures outlined below are intended to fulfil these responsibilities and to ensure that any such complaints and concerns are promptly and effectively addressed.
1. Submission and receipt of complaints
(a) Employees are free to bring Complaints to the attention of:
(i) the Chairman of the Audit Committee;
(ii) their supervisors;
(ii) the human resource department; or
(iv) the Authorised Person (as defined below).
(b) Further to ensure that the Complaints can be submitted confidentially or anonymously, the Company shall maintain the following means available:
(i) an email address designated to the Chairman of the Audit Committee (i.e. firstname.lastname@example.org) and which only the Chairman of the Audit Committee has access to and an email address (i.e. email@example.com) designated to the Authorised Person (as defined below) and of which only he has access to (collectively “Email Contact”);
(ii) the inter-office mail (or regular mail or other means of delivery, addressed to the registered office of the Company, 106 International Road, #02-00, Singapore 629175), by which complaints may be submitted in a sealed envelope marked “Confidential - Addressed to and only to be opened by: Chairman of the Audit Committee of Lorenzo International Limited” which shall be forwarded unopened to the Chairman of the Audit Committee for his attention. Alternatively, the sealed envelope may be addressed to the “Confidential – Addressed to and only to be opened by: Head, Compliance and Corporate Governance” which shall be forwarded unopened to the Authorised Person (as defined below) for his attention.
The procedures for submission of Complaints shall be explained at a meeting, by way of circular to all employees of the Company and its subsidiaries and be posted on the Company’s website.
The Audit Committee may also designate a person, (the “Authorised Person”) independent of the financial reporting function, to assist the Audit Committee to address Complaints in a manner consistent with the procedures set out and the role of the Audit Committee. Such person designated shall report to the Audit Committee periodically about the process for receiving Complaints so that the Audit Committee will be able to ensure that the process is satisfactory in its efficiency, accuracy, timeliness, protection of confidentiality or anonymity and effectiveness.
2. Retention of records of complaints
Records pertaining to a Complaint are the property of the Company and shall be retained:
(a) in compliance with applicable laws and document retention policies of the Company;
(b) subject to safeguards that ensure their confidentiality and where applicable, the anonymity of the person making the Complaint; and
(c) in such a manner as to maximise their usefulness to the Company’s overall compliance program.
3. Treatment of complaints
(a) All Complaints shall be treated as confidential.
(b) Although a person making an anonymous Complaint may be advised that maintaining anonymity could hinder an effective investigation, the anonymity of the person making the Complaint shall be maintained until the person indicates that he or she does not wish to remain anonymous. The system established for exchanging information with a Complainant shall be designed to maintain anonymity.
(c) The Chairman of the Audit Committee or the Authorised Person (if one is appointed) shall inform the Audit Committee of all Complaints received, with an initial assessment as to the appropriate treatment of each Complaint. Assessment, investigation and evaluation of Complaints shall be conducted by, or at the direction of the Audit Committee. If the Audit Committee deems appropriate, the Audit Committee may engage at the Company’s expense, independent advisors, such as lawyers and accountants unaffiliated with the Company’s auditors.
(d) Following investigation and evaluation of a Complaint, the Chairman of the Audit Committee or the Authorised Person (if one is appointed) shall report to the Audit Committee on recommended disciplinary or remedial action, if any. The action so determined by the Audit Committee to be appropriate shall then be brought to the Board or to the appropriate members of senior management for authorisation or implementation respectively.
(e) Any effort to retaliate against any person making a Complaint in good faith is strictly prohibited and shall be reported immediately to the Chairman of the Audit Committee, the Authorised Person (if one is appointed) and/or the Audit Committee.