Whistleblower Policy

1. Introduction

The purpose of this Policy is to provide a process to handle complaints, reports and concerns by any individual associated with BDx regarding any of the violations listed below.

The Employee Code of Conduct (the "Code") of the Company requires every Employee to observe high standards of business and personal ethics as they carry out their duties and responsibilities. BDx expects all of its representatives to adhere to the Code and all of the Company's other Policies and to report any suspected violations.

The Company is committed to achieving compliance with all applicable laws and Regulations, including accounting standards, accounting controls and audit practices. The Company's internal controls and operating procedures are intended to detect and prevent or deter improper activities. However, even the best system of internal controls cannot provide absolute protection against irregularities. Intentional and unintentional violations of applicable laws, Policies and Procedures may occur. In those instances, the Company has a responsibility to investigate and report to appropriate parties any allegations of suspected improper activities and any actions taken to deal with these issues.

2. Purpose

BDx (the "Company") believes in the conduct of the affairs of its Employees in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviors and is committed to developing a culture where it is safe for all Employees and Stakeholders to raise concerns about any poor or unacceptable practice and any event of Misconduct. The purpose of this Policy is to provide a framework to promote responsible and secure whistle blowing. It protects all Employees and Stakeholders wishing to raise a concern about serious irregularities within BDx. This Policy neither releases Employees from their duty of confidentiality in the course of their work, nor is it a route for taking up a grievance about a personal situation.

3. Benefits

This Whistleblower Policy can have many benefits for both Employees and BDx, including:

• Enhanced Compliance: Encourages adherence to legal and regulatory requirements by providing a mechanism for reporting violations.

• Risk Management: Helps identify and mitigate risks early, preventing larger issues from developing.

• Improved Organizational Culture: Promotes a culture of transparency, accountability, and ethical behavior.

• Reputation Protection: Helps prevent scandals and maintains the organization's reputation by addressing issues internally before they become public.

• Savings: Early detection of issues can save money by avoiding legal penalties, fines, and the costs associated with rectifying significant problems.

• Employee Trust: Builds trust among Employees, who feel safer reporting wrongdoing without fear of retaliation.

• Protection from Retaliation: Whistleblower Policies often include protections against retaliation, ensuring that Employees can report Misconduct without fear of losing their jobs or facing other negative consequences.

• Empowerment: Empowers employees to take an active role in the ethical governance of their organization.

• Clarity: Provides clear Procedures for reporting concerns, reducing confusion and uncertainty about how to address potential issues.

• Moral Satisfaction: Gives Employees a sense of contributing to a more ethical and fair work environment.

4. Scope

This Policy applies to BDX, its Employees, Stakeholders, and any other persons or business entities engaged by BDX and empowers them to be confident in raising a genuine concern.

5. Principles

The principles of this Whistleblower Policy are designed to ensure that it is effective, fair, and protective for all parties involved. Below are the key principles:

• Confidentiality:
  • Ensure the confidentiality of the Whistleblower's identity to protect them from retaliation.
  • Maintain the confidentiality of the information provided to the extent possible.
• Clear Reporting Mechanism:
  • Provide clear and accessible channels for reporting concerns.
  • Ensure the Process is straightforward and user-friendly.
• Impartial and Thorough Investigation:
  • Ensure that all reports are taken seriously and investigated impartially and thoroughly.
  • Appoint qualified personnel to conduct investigations.
• Anonymity (if desired):
  • Allow Whistleblowers to report concerns anonymously if they choose.
  • Respect and protect the anonymity of the Whistleblower throughout the investigation Process.
• Transparency and Communication:
  • Communicate the Whistleblower Policy clearly to all Employees and Stakeholders.
  • Provide regular updates to the Whistleblower about the status and outcome of their report, as appropriate.
• Training and Awareness:
  • Provide regular training and awareness programs about the Whistleblower Policy and the importance of reporting Misconduct.
  • Ensure that all Employees are aware of the reporting channels and protections are in place.
• Objective and Fair Treatment:
  • Treat all parties involved in the investigation (Whistleblower, accused, witnesses) objectively and fairly.
  • Ensure that the rights of all parties are respected during the investigation Process.
• Documentation and Record-Keeping:
  • Maintain thorough documentation and records of all reports, investigations, and outcomes.
  • Ensure that records are kept securely and in compliance with data protection Regulations.
• Encouragement of Reporting:
  • Foster a culture that encourages Employees to speak up about Misconduct fearlessly and without fear of adverse consequences and/or retribution.
  • Recognize and, where appropriate, reward Employees who report genuine concerns in good faith.

By adhering to these principles, BDx can create a Whistleblower Policy that not only protects the Whistleblower but also enhances the overall ethical standards, conduct, and integrity of the organization.

6. Definitions

Policies exist within a hierarchy of broader regulatory instruments, including Legislation and regulatory requirements. These requirements take precedence over Policies. The following definitions apply:

1. Whistleblower means an Employee or Stakeholder who reports illegal, unethical, or improper conduct within an organization, genuinely.

2. Employee means any employee of BDx (permanent or contractual), including Director in the employment of BDx.

3. Stakeholder means customer, contractor, vendor, supplier, agent and consultant engaged by BDx.

4. Whistleblowing means an act of reporting suspected or actual Misconduct, including illegal, unethical, or improper actions, by individuals within BDx.

5. Whistleblower Helpline means an independent third-party service provider appointed by BDx to receive Whistleblower Complaints.

6. Whistleblower Committee means a committee comprising of Senior Officials authorized to receive Whistleblower Complaints from Whistleblower Helpline.

7. Complaint means any communication made to BDx or Whistleblower Helpline in good faith that discloses or demonstrates information that may evidence unethical or improper activity.

8. Retaliation means any adverse action taken against a Whistleblower as a result of their report, including but not limited to harassment, demotion, dismissal, or discrimination.

9. Misconduct means actions that violate laws, Regulations, organizational Policies, or ethical standards. Examples include fraud, corruption, theft, safety violations, and harassment.

10. Anonymous Reporting means a mechanism that allows Whistleblowers to report concerns without revealing their identity.

11. Legislation means a set of laws and rules made by the legislature, parliament, or analogous governing body. Policies must comply with all relevant national and international legislation.

12. Regulation means specific, details how Legislation is enforced and refers broadly to the system of statutory and administrative rules and requirements placed on BDx.

13. Policies means a written document that represent the official position of the BDx on any aspect of its activities. Policies are clear, simple statements of how BDx intends to conduct its activities that can be used to guide decisions. They are formally approved by the Board of Directors and have broad application across the BDx. Once approved, compliance with a Policy is mandatory.

14. Procedures means detailed mandatory direction on how a Policy should be implemented and may be approved by relevant Committees. They establish the 'who, what, where and when' in relation to a Policy, and establish accountability. They outline what records must be kept (if relevant).

15. Processes means specific steps or actions that must be taken to implement a Procedure, e.g., system steps.

16. Guidelines means approved and recommended approaches to implementing a Policy but are not mandatory.

17. Policy Owner means appropriate Policy Management Committee (PMC) member whose remit or responsibility covers the subject area of the Policy.

18. Policy Implementer means appropriate Group Head/Regional Head responsible for implementation, e.g. HR Head, Regional HR Manager, Finance Head, Regional Finance Manager.

19. Policy Author means a person who writes the Policy.

20. Policy Management Committee (PMC) means a board designated committee with goals of ensuring the board has Policies and Procedures in place to guide the operation of the organization in a legal and ethical manner.

7. The Guiding Principles

To ensure that this Policy is adhered to, and to assure that the concern will be acted upon seriously, BDx will:

Ensure that the Whistleblower and/or the person processing the Complaint is not victimized for doing so:

• Treat victimization as a serious matter including initiating disciplinary action on such person(s).

• Ensure complete confidentiality of the parties involve in the investigation, unless otherwise requested under the laws to unveil the Complainant.

• Not attempt to conceal evidence of the Complaint.

• Take disciplinary action, if anyone destroys or conceals evidence of the Complaint made /to be made.

• Provide an opportunity of being heard to the persons involved especially to the Subject.

8. Coverage of Policy

The Policy covers concerns over wrongdoing, malpractices and events which have taken place/suspected to take place involving without limitations:

• Abuse of authority

• Unethical behavior

• Negligence causing substantial and specific danger to health and safety

• Manipulation of Company data /records

• Irregularities, including fraud of any nature (actual or suspected)

• Insider trading (if applicable)

• Any unlawful act whether criminal or civil

• Misuse or leakage of confidential/propriety information

• Misuse of BDx's name or that of its associates, not limited to social media platforms

• Misappropriation of Company funds or assets

• Breach of employee Code of Conduct/Ethics Policy or Rules

• Sexual or physical abuse of staff, customers, prospective staff, service providers and other relevant Stakeholders

• Acceptance of kickbacks

• Bribery or corruption

• Claiming of false expense/reimbursement

• Concurrent/Dual employment

• Conflict of interest

• Unfair trade practices and/or anti-competitive behaviour

• Violation of human rights

• Discrimination/victimization/bullying

• Any other unethical, biased, favored, imprudent event or

• Any other unlawful act listed under Statement of Procedure for Disciplinary Action

This Policy shall not be used in place of the Company grievance Procedures or be a route for raising malicious or unfounded allegations against colleagues.

9. Disqualifications

While it will be ensured that genuine Whistleblowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.

Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistleblower knowing it to be false or bogus or with destructive intention. Whistleblowers, who make any Complaint which have been subsequently found to be mala fide, frivolous or malicious shall be liable to be prosecuted.

The Company reserves the right to not investigate any Complaint not made in good faith or in case of any of the following scenarios:

• Complaint involving compensation, performance reviews, or issues other than those listed under Section 8 - Coverage of Policy can be reported under Grievance Policy or relevant Company Policies.

• Complaint without obtaining minimum information, e.g. location of incident; timing of incident; personnel involved; specific evidence or source of evidence; detailed description of the incident.

10. Manner in which concern can be raised

Whistleblower can make Complaint to Whistle Blower Committee through any of the reporting channels mentioned below as soon as possible but not later than 30 consecutive days after becoming aware of the same.

i) Toll-free number

• India - 1800 210 0164
• Singapore - 800 492 2733
• Hong Kong - 800 902 010
• Taiwan - 00801 49 1316
• Indonesia - 0800 1401904

ii) Email - [email protected]

iii) Web Portal - https://singapore.deloitte-halo.com/whistleblower/website/BDxSpeak-Up

• Whistleblowers have the option to remain anonymous or identify themselves. Whistleblower Complaint should include the following details:

i) Detailed description of the concerns (with relevant dates).

ii) Name and designation of the individuals involved.

iii) Evidence or source of evidence.

iv) Reasons why the Whistleblower is particularly concerned about the situation.

• Whistle-blower may request for feedback after 90 days of reporting of Complaint.
• The Company reserves the right to not investigate under the following conditions:

i) Concerns involving compensation, performance reviews, or issues other than those listed under Section 8 - Coverage of Policy.

ii) Protected Disclosures made anonymously without the required information listed below. Name, designation, and location of the Subject(s). Detailed description of the incident. Location and time or duration of the incident.

iii) If the concerns pertain to customer complaints, as the Company has established an alternate redressal mechanism for such complaints.

• If initial enquiries by the Whistleblower Committee indicate that the concern has no basis, or it is not a matter to be investigation pursued under this Policy, it may be dismissed at this stage and the decision will be documented and notified to the Whistleblower reason/s, should it be decided that no action to be taken further.
• Where initial enquiries indicate that further investigation is necessary, this will be carried through further by the Whistleblower Committee. The investigation would be conducted in a fair manner, as a neutral fact-finding process and without presumption of guilt. A written report of the findings would be made. Wherever necessary the Whistleblower Committee shall give update of the progress of investigation to the Whistleblower if the concerns fall within the reportable concerns.
• Name of the Whistleblower known to the Whistleblower Committee shall not be disclosed outside the committee unless required for the purpose of investigation.
• The Whistleblower Committee shall make a detailed written record of the Complaint. The record will include:

i) All facts of the matter.

ii) Whether the same Complaint was raised previously by anyone, and if so, the outcome thereof.

iii) Whether any Complaint was raised previously against the same subject/s.

iv) The financial/any other loss which has been incurred/would have been incurred by the Company.

v) Findings of Committee.

vi) The recommendations Committee on disciplinary/other action(s).

• The Whistleblower Committee shall finalize and submit the report to the Management within 10 (ten) working days of investigation initiated unless more time is required under exceptional circumstances.
• On submission of report, Committee shall discuss the matter with the CEO who shall either:

i) In case the Complaint is proved, accept the findings of the Committee and take such Disciplinary Action as he/she may think fit and take preventive measures to avoid reoccurrence of the matter. OR

ii) In case the Complaint is not proved, can take the matter to the board of Directors who will have authority to appropriate Disciplinary Action as may fit to the give instance and circumstances.

• The Decision taken at this level will be treated final.
• In the event that the Whistleblower is not satisfied with the extent of investigation and or the action taken based on the outcome of the investigation, the Whistleblower is at liberty to appeal to the Board of Directors.

11. Whistleblower Protection

• BDX will ensure for the Whistleblower and will not tolerate any form of reprise or Retaliation under this Policy. No unfair treatment will be meted out to the Whistleblower by virtue of his/her having reported a Complaint under this Policy. The Company, as a Policy, condemns any kind of discrimination, harassment, victimization, or any other unfair employment practice being adopted against Whistleblower. Complete protection will, therefore, be given to Whistleblower against any unfair practice like retaliation, threat, or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion, discrimination, any type of harassment, biased behavior or the like including any direct or indirect use of authority to obstruct the Whistleblower's right to continue to perform his duties/functions including making further Complaint. The Company will take steps to minimize difficulties which the Whistleblower may experience because of making the Complaint.
• The identity of the Whistleblower shall be kept confidential, unless otherwise requested under the laws to unveil the Complainant/ Whistleblower. Any other Employee assisting in the said investigation or furnishing evidence shall also be protected to the same extent as the Whistleblower.
• However, this protection is available provided that:

i) The Complaint or disclosure is made in good faith.

ii) The Whistleblower is not acting for any personal gain.

12. Confidentiality

• The Whistleblower, the Subject, the Whistleblower Committee members, the CEO and everyone involved in the Process shall:

• Maintain complete confidentiality secrecy of the matter.

• Not discuss the matter in any informal/social gatherings/meetings.

• Discuss only to the extent or with the persons required for the purpose of completing the Process and investigations.

• Not keep the papers unattended anywhere at any time.

• Keep the electronic mails/files under password.

• If anyone is found not complying with the above, he/she shall be held liable for such disciplinary action as is considered fit.

13. Handling of a Complaint

• The Whistleblower Helpline will acknowledge the Complaint and will share it further with Whistleblower Committee. The Whistleblower Committee shall finalize and submit the report to the Management within 10 (ten) working days from the date the investigation has been initiated.
• 14. Retention of Documents
• All communications and disclosures in writing or documented along with the results of investigation relating thereto shall be retained by the Company for a minimum period of seven years or other limitation period required under law.

15. Amendments and Other Powers

• BDx has the right to amend, suspend or replace this Policy anytime and shall inform its Employees and Stakeholders of such amendment in due course.

16. Limitation, Review and Amendment

• In the event of any conflict between the provisions of this Policy and of the Applicable Law, the provisions of Applicable Law shall prevail over this Policy. Any subsequent amendment / modification to the Applicable Law shall automatically apply to this Policy.
• The PMC Committee may review this Policy periodically and recommend amendments for the Board's approval from time to time, as may be deemed necessary.

17. Training

• Training on this Policy will be provided by the HR Team.

18. Related Documents

• Not Available.

19. Date of Next Review

• 15/12/2027.