The Audit Committee (the “Audit Committee”) of HUTCHMED (China) Limited (the “Company”) has recommended and the Board of Directors of the Company (the “Board”) has adopted this policy (the “Policy”) to ensure that complaints and concerns expressed by officers and employees (collectively, the “Employees”) of the Company, its subsidiaries and affiliated businesses (the “Group”) and those who deal with the Group (e.g. customers, suppliers, creditors and debtors) regarding the business and operations of the Group are heard and addressed appropriately.
The Company is committed to achieving and maintaining the highest standards of openness, probity and accountability.
The purpose of this Policy is to establish procedures for the confidential receipt, retention, and treatment of complaints from, or concerns raised by, Employees and third parties regarding accounting, internal accounting controls and auditing matters as well as illegal or unethical matters.
All existing Employees are, and all new Employees at the time they join the Group will be, notified of the Policy.
This Policy applies to all Employees of the Group as well as third parties.
Whilst it is impossible to provide an exhaustive list of the activities that constitute impropriety, misconduct or malpractice, this Policy is intended to cover serious concerns that could have an impact on the Group, which include but not limited to:
In making a report, the reporting person or entity (the “Reporter”) should exercise due care to ensure the accuracy of the information.
The Reporter making genuine and appropriate reports under this Policy is assured of protection against unfair dismissal, victimization or unwarranted disciplinary action, even if the reports are subsequently proved to be incorrect or unsubstantiated. Harassment or victimization of a genuine Reporter is treated as gross misconduct, which if proven, may result in dismissal.
The following sets forth the mechanism to be put in place for: (i) Employees to make complaints or raise concerns to the Company, and (ii) the Company to address complaints received.
4.1.Making a report
At each Audit Committee meeting or such other times as Audit Committee requires, the General Manager of GMS will report to the Audit Committee with respect to complaints received since the immediately prior status report, the status of all investigations pending and the resolution and outcome of all investigations that have been terminated or completed since the immediately prior status report. A copy of each status report will also be provided to the Chairman, CEO and the Company Secretary.
All reports are confidential. The identity of the Reporter will not be divulged save with such Reporter’s consent or where:
In order not to jeopardise the investigation and any follow-up actions, the Reporter is also required to keep confidential all information about and relating to the report, including the fact that he or she has filed a report, the nature of concerns, the identities of the parties involved and any other information that the Company has shared with the Reporter in the course of handling the report.
If a Reporter makes a false report maliciously, fraudulently, with an ulterior motive, or for personal gains, the Company reserves the right to decline to investigate or discontinue an investigation, and take appropriate actions against such Reporter (Employees or third parties) to recover any cost, loss or damage as a result of such false report. Employees may also face disciplinary action, including dismissal where appropriate.
Records of all reported improprieties, misconducts and malpractices, including results of any investigations shall be kept by the relevant parties under Section 4 for as long as necessary for the purpose of investigation and any possible follow up action.
This Policy shall be read in conjunction with and subject to any relevant laws, regulations, rules, directives or guidelines that the AIM market of the London Stock Exchange, the NASDAQ Stock Market, The Stock Exchange of Hong Kong Limited or any other regulatory bodies may from time to time prescribe or issue on the matters governed by this Policy. In the event that this Policy herein is inconsistent or in conflict with any relevant laws, regulations, rules, directives or guidelines as prescribed by the AIM market of the London Stock Exchange, the NASDAQ Stock Market, The Stock Exchange of Hong Kong Limited or any other regulatory bodies or any part thereof, the latter shall prevail to the extent of such inconsistency or conflict.
The Audit Committee shall supervise the implementation, monitoring and enforcement of this Policy. This Policy will be reviewed by the Audit Committee from time to time as warranted to ensure their continuing compliance with applicable laws and listing standards (if any) as well as their effectiveness.
All amendments to this Policy must be endorsed by the Audit Committee and adopted by the Board.
This Policy is posted on the website of the Company.
Adopted by the board of directors on 21 March 2007
and amended by the board of directors on 29 July 2013, 17 March 2016,10 March 2017 and 24 February 2023