Establishing Corporate Governance: Formulating a Holistic Employee Code of Conduct and Whistleblowing Policy for a Malaysian-Based Company

Soh, Hui Ying (2025) Establishing Corporate Governance: Formulating a Holistic Employee Code of Conduct and Whistleblowing Policy for a Malaysian-Based Company. Masters thesis, Tunku Abdul Rahman University of Management and Technology.

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Abstract

This research project, titled "Establishing Corporate Governance: Formulating a Holistic Employee Code of Conduct and Whistleblowing Policy for a Malaysian-Based Company", aims to address governance gaps in the SME sector by designing structured ethical policies for Little Tea & Bakery Sdn. Bhd. The project focuses on developing a comprehensive Employee Code of Conduct and an effective Whistleblowing Policy, tailored to the company’s operational realities and expansion ambitions. It highlights the need for transparent ethical frameworks and secure internal reporting channels, especially within founder-led businesses lacking formal governance infrastructure. Grounded in Stakeholder Theory and supported by Institutional and Resource Dependence frameworks, this study adopts a qualitative, stakeholder-driven approach. Data were collected through structured interviews, focus groups, and internal document reviews to capture the governance perceptions and ethical challenges faced by employees, franchisees, and management. Thematic analysis was employed to identify key issues, including informal ethics culture, whistleblowing hesitancy, and the absence of governance literacy. Findings indicate significant governance risks stemming from undefined ethical standards and lack of reporting protocols. In response, this research proposes actionable, context- specific policies that reinforce accountability, reduce reputational risk, and strengthen compliance with the Malaysian Code on Corporate Governance (MCCG) and the Whistleblower Protection Act 2010. Ultimately, the project contributes to corporate governance advancement in Malaysian SMEs by offering a replicable model that integrates ethical clarity, stakeholder participation, and sustainable business practices. Keywords: Employee Code of Conduct, Whistleblowing Policy, Corporate Governance, Business Ethics, Risk Management, SME, Malaysia, Stakeholder Theory.