1. Introduction

iCents Group Holdings Berhad (“iCents Group” or “the Company”) and its subsidiary(ies) (“the Group”) are committed to the highest standard of corporate governance and business integrity.

In recognising the abovementioned values, the Group provides an avenue for all employees of the Group and members of the public to raise their concerns or disclose any improper conduct within the Group and to take appropriate action to resolve them effectively.

2. Objective

The intended objectives of this policy are:

  1. To encourage and develop a culture of openness, accountability, and integrity.
  2. To provide avenues for employees to raise genuine concerns or allegations through the appropriate channels upon discovery of any possible misconduct.
  3. To ensure protection for an individual who reports concerns or allegations in good faith in accordance with the procedures.
  4. To enable the Management to be informed at an early stage about acts of misconduct.

3. Scope of the Policy

This Policy applies to the Group.

All Directors and employees of the Group working at all levels and grades, shareholders, and any third parties associated with the Group, which may include but not limited to customers, suppliers, contractors, agents, consultants, outsourced personnel, distributors, advisers, government and public bodies including their advisors, representatives, and officials are encouraged to report or disclose through established channels, concerns about any violations of the Code of Ethics and Conduct of the Group, including, but not limited to the following:

  1. Fraud or Dishonesty;
  2. Breaches of Policies, Procedures and applicable laws and regulations;
  3. Bribery or Corruption or Blackmail;
  4. Abuse of Power;
  5. Conflict of Interest;
  6. Insider Trading;
  7. Criminal breach of trust;
  8. Sexual Harassment;
  9. Criminal Offences;
  10. Misuse of confidential information; and/or
  11. Concealment of any, or a combination, of the above.

This Policy does not apply to grievances concerning an employee’s terms of employment or other aspects of concerns or complaints within the scope of the Staff/Employment Policy.

4. Acting in Good Faith

The Group expects all parties to act in good faith and have a reasonable belief that the information and any allegations in it are substantially true and not acting for personal gain. Any anonymous whistleblower will not be entertained. However, the Group reserves its right to investigate any anonymous disclosure. If allegations are proven to be malicious, parties responsible may be subject to appropriate action, up to and including legal action, where applicable.

5. Confidentiality

The identity of the whistleblower will be kept confidential. Consent of the whistleblower will be sought should there be a need to disclose his/her identity for investigation purposes.

6. Protection

The Group assures the whistleblower who raises issues of concern that he/she will be protected from interference with his/her lawful employment or livelihood, including discrimination, discharge, demotion, suspension, disadvantage, termination, or adverse treatment in relation to his/her employment, career, profession, trade or business or the taking of disciplinary action as a result of his/her reporting, provided the report is made in good faith and without malice. Any party that retaliates, including harassment and victimization, against a whistleblower who has reported allegations in good faith may be subject to appropriate action, up to and including legal action, where applicable.

7. Revocation of Policy

The protection stated above shall be revoked by the Group if:

  1. The whistleblower himself/herself has participated in the improper conduct, wrongdoings, corruption, fraud and/or abuse;
  2. The whistleblower made his/her disclosure without good faith;
  3. The disclosure was frivolous or vexatious; or
  4. The disclosure was made with the intention or motive to avoid dismissal or other disciplinary action against the whistleblower himself/herself.

8. Action

  1. The Chairperson/Managing Director (“MD”)/Executive Director(s) (“ED”) of the Company who receives the complaint shall maintain all complaints received, tracking their receipt, investigation, and resolution.
  2. Each report shall be screened to assess its reliability and whether there is sufficient information to warrant an investigation.
  3. All reports will be investigated promptly by the person receiving the report or disclosure. If required, assistance from other resources within the Group can be sought.
  4. Upon completion of the investigation, an appropriate course of action will be recommended to the Audit and Risk Management Committee of the Company (“ARMC”) for their deliberation.
  5. The decision taken by the ARMC will be implemented immediately. Where possible, steps will also be implemented to prevent similar situations from arising.
  6. The ARMC shall then update the Board of Directors of the Company (“Board”) on the report of the status and outcome of the investigation and whether the effectiveness of the implementation of this policy requires their attention and approval.

9. Whistleblowing Requirements

The reports should be submitted together with the following information:

  1. Details of the whistleblower (strongly encouraged, even though the whistleblower may choose to remain anonymous);
  2. Type of activity/conduct;
  3. The reason for the concerns;
  4. Details of suspected personnel involved;
  5. Details of the incident (including date, time and location of the incident); and
  6. Any supporting documentation of all factual evidence.

10. Reverting to Complainant

The whistleblower will be informed on the progress and status of the investigation; however, the Group reserves the right not to inform the whistleblower of the precise action plan and/or the outcome of the investigation as this may infringe a duty of confidentiality owed to someone else.

11. Whistleblowing Channel

The established channels for whistleblowing reporting are as follows:

  1. Any concern should be raised with the immediate superior. If for any reason, it is believed that this is not possible or appropriate, then the concern should be reported to the Chairperson/MD/ED. The channels of reporting are as follows:
    By Mail:

    Strictly Confidential
    iCents Group Holdings Berhad
    A-02-02, Second Floor, Garden Shoppe @ One City, Jalan USJ 25/1F, 47650 Subang Jaya, Selangor

    Attention: The MD/ED

    Or
    By Mail:whistleblowing@icentsgroup.com
  2. If for any reason, it is believed that reporting to Management is a concern or not possible or appropriate, then the concern should be reported to the Chairperson of ARMC. The channel of reporting to the ARMC Chairperson is as follows:
    By Mail:Strictly Confidential
    iCents Group Holdings Berhad
    Third Floor, No. 77, 79 & 81
    Jalan SS21/60, Damansara Utama
    47400 Petaling Jaya, Selangor
    Attention: The Audit and Risk Management Committee Chairperson

12. Review of the Policy

This Policy will be reviewed at least once every three (3) years to ensure its effectiveness, and consistency with the governing legislation, the Board’s objectives, responsibilities and standards of corporate governance and regulatory requirements, or more frequently should there be material changes to the said legislation and regulations or circumstance of the business, if any.

13. Board Approval

This Policy (Version No. 1) was reviewed and approved by the Board on 30 May 2025.