Whistle Blower Policy

Platcorp Holdings Ltd Policy

Document History

01. Introduction

Platcorp Holdings Ltd (PHL) and its subsidiaries, (hereinafter referred to as ‘the Company’) is committed to the highest possible standards of openness, probity and accountability. In line with the commitment, and as part of its governance arrangements, the Company encourages anyone (hereinafter referred to as the ‘whistleblower’) who has a genuine concern about a misconduct which includes, but not limited to a malpractice, unethical or illegal conduct, improper or inappropriate conduct or breach of company policy to come forward without fear of reprisal and voice those concerns.

02. Purpose

This Whistle Blowing Policy (the “Policy”) is intended;

• to encourage employees and other relevant stakeholders (e.g. suppliers, customers, contractors) to report perceived misconduct of employees and other Stakeholders across the company in a confidential manner without any fear of harassment, intimidation, victimization or reprisal of anyone for raising concern(s) under this policy; and
• for the Company to investigate misconduct and take steps to deal with such in a manner consistent with the Company’s policies and procedures and relevant regulations.
  Employees and other stakeholders, are encouraged to raise genuine concerns internally about possible misconduct in the business, at the earliest opportunity. The procedures set out in the Policy should be used to report such concern or complaints.

03. Objectives of this policy:

Specific objectives of the policy are:

• To ensure all employees and other relevant stakeholders feel supported in speaking up in confidence and reporting matters they suspect may involve misconduct within the group;
• To encourage all misconduct to be identified and challenged at all levels of the organization;
• To provide clear procedures for reporting and handling such concern(s);
• To proactively prevent and deter misconduct which could damage the Group’s reputation, performance and sustainability.
• To provide assurance that all disclosures will be taken seriously, treated as confidential and managed without fear of reprisal of any form; and
• To help promote and develop a culture of openness, accountability and integrity.

04. Scope of the policy

Reportable misconduct covered under this policy includes but is not limited to: –

• All forms of financial malpractices or impropriety such as fraud, corruption, bribery, forgery, blackmail, theft, misappropriation of funds and classified documents;
• Failure to comply with legal obligations, statutes, and regulatory directives;
• Actions detrimental to Health and Safety or the Environment:
• Any form of criminal activity;
• Improper conduct or unethical behavior that undermines universal and core ethical values such as integrity, respect, honesty, accountability and fairness etc.
• Other forms of corporate governance breaches;
• Connected transactions not disclosed or reported in line with regulations;
• Insider abuse – where employees with special access privileges and knowledge of operations and information use this knowledge and information to alter or disable security controls for their own benefit and to the detriment of the Company
• Non-disclosure of conflict of interest;
• Sexual or physical abuse/harassment of any staff, customer, applicant, service provider and other relevant stakeholders;
• Abuse and misrepresentation of power and authority;
• Questionable accounting or auditing matters, internal controls, serious breaches of Group policy; and
• Attempt to conceal any of the above listed acts.

05. Principles

• All concerns raised will be treated fairly
• The company will not tolerate the harassment or victimization of the whistleblower
• The whistleblower will retain his/her anonymity unless he/she agrees otherwise
• The company will ensure that the whistleblower is aware of the person handling the matter and how they can make contact with that person if any assistance is required.
• The company endeavors to ensure that the whistleblower will not suffer any form of victimization as a result of raising a concern, even if he/she is mistaken. The Company will however not extend this assurance to someone who maliciously raises a matter that is known to be untrue or unfounded.

06. Reporting procedure

• If the whistleblower believes reasonably and in good faith that any form of misconduct exists in the work place, then he or she should report this immediately to his or her own line manager.
• If for any reason he/she is reluctant to report to the line manager, then he/she should report concerns to either the:
  – Human Resources Manager
  – Group Head of Internal Audit
• If these channels have been followed and the whistleblower still has concerns, or feels that the matter is so serious it cannot be discussed with any of the above, they should contact the Chairman of the Group Board Audit Committee on [email protected]
• The whistleblower’s identity will not be disclosed without prior consent
• Where concerns cannot be resolved without revealing the identity of the whistleblower (e.g. if evidence is required in court), the Company will enter into a dialogue with the whistleblower as to whether and how the Company will proceed.

07. Confidentiality

• All concerns will be treated in confidence and every effort made not to reveal the whistleblower’s identity. However, whilst making all reasonable effort to maintain the confidentiality of the matter as a whole, at a certain stage in the investigation it may be necessary to make the origin of the complaint known to the person or persons the allegations relate to. This will be discussed with the whistleblower at the time.
• Individuals should, however, be aware that their identity may be revealed by inference. Where this may be possible, the reporting individual will be contacted and made aware of this before any details are revealed.

08. Safeguards

The Company prohibits discrimination, retaliation or harassment of any kind against a whistleblower who submits a complaint or report in good faith. If a whistleblower believes that he or she is being subjected to discrimination, retaliation or harassment for having made a report under this Policy, he or she should immediately report those facts to the Group Board Audit Committee Chairman. Reporting should be done promptly to facilitate investigation and the taking of appropriate action.

09. Register of Concerns

a) The Group Head of Internal Audit will maintain a register of all concerns that have been raised under this policy within the Company. All Subsidiary Companies will notify the Group Head of Internal Audit within 2 days of a concern being raised so that it can be included in this corporate register. This will include the following information:

• the date the concern was raised;
• @summary of the concern including the individuals involved:
• the date the investigation commenced;
• the outcome(s) of the investigation and
• a summary of actions taken; and
• the date the individual raising the concern was notified of the outcome.

b) All managers receiving an allegation under this policy must ensure that the Group Head of Internal Audit receives prompt information in relation to allegations to enable this register to be maintained correctly.

c) The Group Head of Internal Audit will provide a confidential summary report to the Group Board Audit Committee every three months.

10. Reward for Whistleblowers

a) Where information provided by the whistleblower leads to recovery of the company assets, prevention of loss or prevention of damage to the company’s reputation, the Whistleblower will be rewarded by management appropriately and the reward may not be limited to a cash reward.
b) The value of the reward will largely be determined by significance of the information received from the whistleblower and assistance provided by whistleblower in the investigation process.

11. Modification

The Company may modify this Policy to maintain compliance with applicable laws and regulations or accommodate organizational changes within the Group.

12. Board Approval

This policy is approved by the Board of Directors via Resolution No. BM/03/2019 dated 18″ March 2019, and the Management is authorized to establish more detailed procedures and programs consistent with the provisions of the policy.