Common use of Whistle Blowing Clause in Contracts

Whistle Blowing. (a) THE COMPANY shall as soon as reasonably possible, in writing or orally, inform any of the designated officers of BNM listed in clause 12.1(e)(i), upon having knowledge of any director, officer or employee of BNM, directly or indirectly, asking for or receiving from THE COMPANY or its Affiliates, any Gratification in relation to this Agreement whether for his own personal benefit or advantage or for the benefit or advantage of any other person, in relation to this Agreement, whether before, during or after the term of this Agreement, and THE COMPANY or its Affiliates knows that such Gratification is not for the benefit of BNM. (b) THE COMPANY undertakes that neither it nor its Affiliate nor anyone acting on its direction or authority shall, whether before, during or after the term of this Agreement, directly or indirectly, give or offer, or agree to give or offer, any Gratification in relation to this Agreement as an inducement or reward to any director, officer or employee of BNM or any other person, for doing or forbearing from doing or for having done or forborne from doing any act, or for showing or forbearing from showing favour or disfavour to any person, in relation to this Agreement. Notwithstanding the above, THE COMPANY shall verify with any of the designated officers of BNM listed in clause 12.1(e)(i) whether such Gratification is or is not for the benefit of BNM. (c) In the event there is evidence that THE COMPANY, its Affiliate or anyone acting under its direction or authority is in breach of clause 12.1(a) or 12.1(b), BNM may terminate this Agreement (without prejudice to BNM’s other rights and remedies under the law) by giving written notice to THE COMPANY. Upon such termination, BNM shall be entitled to claim all losses, costs, damages and expenses including any incidental costs and expenses incurred by BNM arising from such termination. THE COMPANY shall not be entitled to recover from BNM any loss or damages sustained or incurred by THE COMPANY as a consequence of such termination. (d) Notwithstanding any other provision in this Agreement but subject to any written law and with the exception of written requests from THE COMPANY’s internal auditors or lawyers for information required by any laws, BNM shall keep confidential any information disclosed or received under clause 12.1 including the identity of the person giving the information and all the circumstances relating to the information. (e) For purposes of clause 12.1: (i) The designated officers of BNM are as follows: (A) Chairman, Board Audit Committee; (B) Secretary to the Board of Directors; (C) Director, Governor’s Office; (D) Director, Strategic Communications Department; (E) Director, Strategic Human Capital Department; (F) Director, Internal Audit Department; (G) Director, Legal Department; and (H) President, Bank Negara Malaysia’s Staff Association. (ii) ‘Affiliate’ means in relation to THE COMPANY, any person or entity owned and controlled directly or indirectly by THE COMPANY, or any person or entity that controls directly or indirectly THE COMPANY in any way whatsoever. (iii) ‘Gratification’ includes any gift, money, property or thing of value, or any service, favour or other intangible benefit or consideration of any kind, or any other similar advantage.