Corporate Governance and Whistle Blower Policy Refresher

Welcome to your Corporate Governance and Whistle Blower Refresher

How does this program work?

Content

Read the content thoroughly because all the questions and situations that you will have to answer require application, analysis, synthesis  and evaluation of the facts that are mainly based on the content that you will see on the first part of this module.

Test-taking

  1. Click the link and make sure to fill out all the areas that populate on your screen. Use your DTSI email and password. For easier tallying of your scores, make sure to indicate your complete name.
  2. Think before you click. The first answer you clicked will be your final answer. Although you are encouraged to keep trying until you arrive at the correct answer, your attempts shall not be counted.
  3. Make sure to click the submit button after you've finished answering the tests. Wait for it to be successfully submitted before closing the program. You are also required to complete the NPS Survey after taking test.
  4. If your exam result is below 80%, you will be required to retake the test.

Corporate Governance

CORPORATE GOVERANACE

DTSI Group is committed to provide necessary capital resources to maintain accurate and reliable financial reporting and ethical business environment.

Open communication policies and reduction of risk exposure. By understanding our Corporate Governance Policy, we will reduce enterprise risk exposure as employees carry out their responsibilities efficiently and effectively.

Management is fully committed to continually review and improve our Corporate Governance Policy, which permits consistent monitoring of the company's internal control policies and risk management programs.

STANDARDS OF BUSINESS CONDUCT

  1. Corporate Integrity. We are expected to observe all policies and procedures. The company's business affairs shall also be conducted in keeping with the highest ethical standards.
  2. Conflict of Interest. Any outside employment, investment, or other source of income shall be secondary and subordinate to employment with the company.
  3. Bribery. All employees shall strictly avoid any activity which could be construed to be a bribe, kickback or payoff. Payments or gifts to another business concern, or of any government entity, or to a political party or candidate to a political office, to obtain or retain business for the company or to receive favorable or preferential treatment are strictly prohibited.
  4. Corporate Records. We shall ensure that the books and records of the company shall accurately and completely reflect all transactions. Books or records shall maintained at all times in accordance with the accounting principles and internal control procedures that the company has established. No false or artificial entry maybe made, nor proper entries omitted from the company books, records, or reports, and no employee shall engage in any arrangement that results in such entry. No payment on behalf of the company shall be made with the intention of understanding that part or all of such payment shall be used for any purpose other than as described in the documents supporting it. No undisclosed  or unrecorded fund or asset of the company maybe established for any purpose.Any employee having information or knowledge of any unrecorded fund or asset, or of any prohibited act, shall promptly report the matter to a member of the executive committee.
  5. Confidential Information. We shall preserve the confidentiality of information obtained in the course of the company's business.Some information are deemed secret and confidential in nature. These information should be kept secure at all times. Examples of these information are: business plans, salaries, sales, earnings, financial condition, major contracts, acquisitions and mergers as well as information about customers and suppliers.


Lastly, When in doubt...ask your boss.


Choose the most appropriate answers

Who is/are exempted from Corporate Governance?:  

 

Match the following.

  • Corporate Integrity
    We observe our policies at all times and we conduct business in highest ethical standards.
  • Conflict of Interest
    Any other sources of income or professional engagement should be secondary and subordinate to employment with the company.
  • Corporate Records
    We ensure that all books, records accurately and completely reflect all transactions.
  • Bribery
    Employee should avoid activity which could be construed to be a bribe, kickback of payoff.
  • Confidential Information
    We keep the secrecy of all information obtained in the course of the company's business.

Corporate Integrity

  • The choice between what's convenient and what's right and going for what's right.
  • It is what majority of your co-workers tell you to be right as approved by the top management.

Assess Yourself

  • I always do what is right even if it's costly and difficult.
  • I live up to the highest ethical standards.
  • I don't compromise by values by giving in to temptations.

What do the following passages mean?

  • " We must be the change we want to see."
    Change starts from each of us.
  • "Let your life speak."
    What we did defines the kind of people we are.

What does "compromising one's integrity" mean?

  • Telling the truth because you believe that your most important possession is your integrity, trustworthiness, word of honor.
  • Telling the truth because you will change the lives of the people you work with and you have the support of your immediate supervisors, co-workers and friends.

Shall we accept gifts from suppliers?

  • NO it could be construed as bribe.
  • Yes. It is their way of showing appreciation.
  • It depends on what your boss tells you.

Can an employee use company assets for personal endeavors?

Which of these situations illustrate conflict of interest?

  • Accepting gifts from suppliers
  • Going on an out of town leisure trip with a customer
  • Borrowing money from a co-worker
  • Being married or having a re;relationship with someone who works with a competitor
  • All of the above

Which of these show conflict of interest?

  • Conducting of non-DTSI business that interferes with the proper performance of our roles such as conducting non-DTSI business during working hours.
  • Solicitation or distribution activities on Company premises with the approval and authorization of top management.

What do you think should an employee do if his/her/spouse/relative holds a significant interest in a competitor/vendor/supplier of our company?

  • Declare it and let the management decide.
  • Let the management figure it out. If discovered, resign.

All employees shall strictly avoid any activity which could be construed to be a bribe, kickback of payoff. Differentiate the three by matching the statement that best defines each.

  • KICKBACK
    A percentage given to a person in a position of power or influence as payment for having made the income possible.
  • BRIBE
    A sum of money or other inducement offered or given in to someone to act on the givers favor.
  • PAYOFF
    The act or occasion of receiving money or material gain especially as compensation or as a bribe.

Is treating representatives of a potential customer to a form of entertainment (i.e. karaoke bars, pubs, music bars) a form of bribery?

  • Yes. It is a way of influencing the future client's decision through the people who help him make a decision.
  • No. They aren't the ones who call the shots anyway.

Is giving hidden commissions and secret discounts to customers a form of bribery?

  • Yes, it is. Discounts are always shady.
  • Yes, it is. Discounts and commissions should always be declared.
  • No, it isn't. They are just discounts. Nothing is being violated here.

Are commissions and pay arrangements considered bribery?

  • Yes, they are if not properly disclosed and approved by the executive committee.
  • No, they aren't. We always get commissions and fee arrangements.

Which of the following are examples of financial records?

  • Sales Reports
  • Ledgers
  • Financial Reports
  • All of the above.

Complete the statement below.

Books ore records shall be maintained at all times in accordance with  that the company has established.

Complete the statement below.

No false,  or artificial entry maybe made, nor proper entries omitted from the company books, records or reports and no employee shall engage in any arrangement that results in such entry.

A DTSI employee made payment but the purpose of the payment is different from what was indicated in the documents he submitted. What should be done?

  • The employee has to be investigated for misleading corporate record entries.
  • The receiving clerk needs to rectify the record and should just inform the employee about what he/she has done.

Which of the two statements is true?

  • A company should clearly declare all its funds and assets.
  • A company can hide some of its assets and funds, and just declare them if necessary.
  • Both are true.

Which of the following is a confidential information?

  • Salary and commissions received for the year
  • The company target revenue for the FY 2017

A co-worker of yours left a record that contains information about our customers and suppliers in Starbucks. What does this entail?

  • She has to be reminded of the our Corporate Governance Policy on Confidential Information.
  • We should just let it slide. The record doesn't contain confidential information anyway.

You're new in the office. You witnessed something that could be a potential Corporate Governance case, what would you?

  • Ask my boss.
  • I'll just keep it to myself.

Untitled content

Whistle Blower Policy

DTSI Whistle Blower Policy

As a company, DTSI Group is committed to conduct its business in compliance with ethical standards and regulations to which it is subjected to. Thus, all officers and employees of the company, suppliers, and business partners, are required to observe and practice high standards of professionalism and business ethics in conducting their duties and responsibilities.

What are these acts that need to be investigated?

  • -illegal acts such as bribery, theft and misuse of company property
  • -fraudulent transactions, claims, fraud, coercion,
  • -conflict of interest
  • -any condition that may significantly threaten the health or safety of employees
  • -criminal activity
  • -failure to comply with legal obligations
  • -gross misconduct, unethical behavior, serious or substantial violations of company policies including Business Code of Conduct
  • -sexual harassment, verbal or sexual abuse by superior or subordinate
  • -other actions which are unprofessional, inappropriate, or conflict in general understanding of company's core values

SAFEGUARDS FOR WHISTLE BLOWER

Our Whistle Blower Policy provides protection to individuals who make disclosures in the interests of the company, its stakeholders, and the public, provided these are made in good faith and in the reasonable belief that the conduct indicates malpractice.

These questions should be satisfied:

  • -Do you believe that the disclosure of information is in the the company's interest?
  • -Do you believe it to be substantially true?
  • -Are you making false allegations and acting maliciously?
  • -By making this allegation, do you seek any personal gain?
  • -The company will likewise not allow any other actions that are not in accordance with the company's Core Values.
  • -The company shall also seek police protection if and when necessary to protect whistle-blowers.
  • -The company will also ensure confidentiality.


ACTIVITIES IN LINE WITH THE DISCLOSURE

1. Blow the Whistle

     How? To whom?

2. Investigate

     - Range of Approaches

     - Notification of Accused

     - Due Process

3. Act Properly

     -Who approves?

     -Timelines

     -Record Keeping

PROCEDURES IN DEALING WITH DISCLOSURES

  1. Individual should normally raise concerns  with his/her immediate superior or department head. This, however, is dependent on the seriousness and sensitivity of the issues involved and who is suspected of the malpractice. If he/she believes the management is involved the employee should approach a more senior level of management.
  2. Any individual who has knowledge of suspected improper activity has the duty to report and disclose this information by sending a letter  or an email following the matrix below:

          POSITION                                                                                  WHO TO APPROACH

Staff, officer, supervisor                                                    Immediate Superior. Dept Head, HR-Business Partner

Manager, Section Head                                                      Department Manager, HR-Business Partner

Department Head                                                                Executive Committee Members

members of the Board of Directors                                 NTT Com

3.   If the reported Individual is a member of the Executive Committee, the whistle-blower should address       the report to the Board of Directors of DTSI and NTT: Com.


Contact Details:

 Compliance Committee

EMAIL: [email protected]

Via  Phone: 632.856.8888 ext. 8058 or 632.856.8058 (direct line)

NTT PROVISION: Group Reporting Contact Point of NTT Com or NTT Holdings is recommended to be disseminated in addition to its own helpline.

NTT Com Compliance Helpline

E-mail : [email protected]

NTT Group Corporate Ethics Helpline

   (operated by law firm)

  E-mail : [email protected]



Which acts should be investigated?

  • illegal acts, fraudulent transactions, conflict of interest, condition that might threaten the health of the employees
  • gossip-spreading the impacts on your coworker's family life, clandestine office affairs and the recent news that can impact the company
  • sexual and verbal abuse,criminal activity, failure to comply with legal obligations, actions which go against the company Core Values

Complete the statement below.

Our Whistle-Blower Policy provides to individuals who make disclosures in the , its stakeholders and the public, provided these are made in and in reasonable belief that the conduct indicates malpractice.

A junior manager who is about to be promoted to a senior management post has been reported by a senior supervisor in his team to have done actions which are against the company core values. Which of these safeguards might be applicable?

  • All of the above.
  • Are you making false allegations ad acting maliciously?
  • Do you believe the disclosure of information is to the company's interest?
  • By making this allegation, do you seek any personal gain?

Rank the following based on which action goes first.

  • Blow the Whistle
  • Investigate the Report
  • Act on the report properly

Match the position of the person suspected of a malpractice to the person/s you should be sending the report to.

  • Staff Officer/Supervisor
    Immediate Supervisor, Department Head, HR-Business Partner
  • Manager/Section Head
    Department Manager/ HR-Business Partner
  • Department Head
    Executive Committee Members
  • Executive Committee Members
    Board of Directors/NTT Com
  • Members of the Board of Directors
    NTT Com