Whistleblower Policy and Procedure

Whistleblower Policy

 

Policy Number: POL/2015/15

 

 

1. Purpose

The purpose of this Policy is to ensure employees are protected against any unfair or unjust treatment for disclosing concerns in good faith and to encourage employees, stakeholders and the public to make good faith reports of suspected fraud, corruption, or other improper activities, or health and safety concerns within the Company to appropriate officials and to describe the procedure that will be followed by the Company in evaluating and investigating such reports.

 

2. Scope

This policy applies to all employees of STO and STO Group of Companies. Law No. 16/2019 (Whistle Blowers Protection Act) shall be adopted as the main guideline to comply this Policy and Procedure.

 

3. Policy Statement

STO Group is committed to operating in furtherance of its purposes and in compliance with all applicable laws, rules and regulations, policies and procedures and prohibits malpractices by any of its employees and employees of STO Group of Companies by creating a culture of openness, accountability and integrity.

Each company belongs to STO Group shall adopt a detailed procedure to implement the main principles provided in this Policy.

 

4. Principles

·       The policy shall enable employees to raise concerns internally and at a high level and to disclose information on malpractice or impropriety within the umbrella of the company.

 

·       The policy shall cover concerns which may at least initially be investigated separately but might then lead to the invocation of other procedures e.g. disciplinary. These concerns could include:

o   Financial malpractice, impropriety or fraud;

o   Failure to comply with a legal obligation or Statutes or Company Policy and Procedures;

o   Dangers to Health & Safety or the environment;

o   Criminal activity;

o   Sexual harassment; and

o   Improper conduct or unethical behavior.

 

·       If an employee has a reasonable belief that any staff member, or any one of the Group Company or an employee of that respective company has engaged in any activities as mentioned above, the employee is expected to immediately report such information to the Head of Department (HOD) or Managing Director (MD). If the party does not feel comfortable reporting the information to the HOD or the MD, he or she is expected to report the information directly to the Audit Committee of the Board in accordance with the Procedure following this Policy.

 

·       The Company shall strive to encourage an atmosphere that allows employees to meet their obligations to disclose concerns and malpractices covered by Company Policies.

 

·       Avenues shall be open for employees to raise concerns and ways defined to handle these concerns shall also be provided.

 

·       Protection

o   This policy shall encourage disclosure of information and ensure protection to those employees of the Company who disclose such concerns provided that the disclosure is made in good faith.

o   Employees who knowingly file misleading or false reports, or without a reasonable belief as to truth or accuracy, will not be protected by this policy and may be subject to disciplinary action.

o   Retaliation against any employee that files a Report or voices a concern under this Policy is strictly prohibited. Employees determined to have engaged in retaliatory behavior or who fail to maintain an employee's anonymity if requested may be subject to disciplinary action. Any employee who feels that he or she has been subjected to any behavior that violates this Policy should immediately report to the relevant authority.

 

·       Confidentiality

o   The Company will treat all such disclosures in a confidential and sensitive manner. The identity of the individual making the allegation may be kept confidential so long as it does not hinder or frustrate any investigation. However, the investigation process may reveal the source of the information and the individual making the disclosure may need to provide a statement as part of the evidence required.

 

·       Anonymous Allegations

o   This policy encourages individuals to put their name to any disclosures they make. Concerns expressed anonymously are much less credible, but they may be considered at the discretion of the Company. In exercising this discretion, the factors to be considered will include:

§  The seriousness of the issues raised

§  The credibility of the concern

§  The likelihood of confirming the allegation from attributable sources

 

·       Untrue Allegations

o   If an individual makes an allegation in good faith, which is not confirmed by subsequent investigation, no action will be taken against that individual. In making a disclosure the individual should exercise due care to ensure the accuracy of the information.

o   If, however, an individual makes malicious or vexatious allegations, and particularly if he or she persists with making them, disciplinary action may be taken against that individual.

 

·       Monitoring and Review
This Procedure shall be reviewed one (1) year upon assessing the effectiveness and enforcement of the Policy.

 

— Approved by the Board of Directors on 15^th October 2020

 

 

 

Whistleblower Procedure

 

Procedure Number: PRCD/2020/6

 

 

1. Purpose

To provide a detailed procedure for reporting suspected fraud, corruption, or other improper activities, or health and safety concerns and investigating such reports within State Trading Organization Plc (the "Company").

 

2. Scope

This procedure shall apply to all employees of the Company. In addition to the guideline provided in this Procedure, the Company shall adopt the guidelines provided in Law No. 16/2019 (Whistle Blower Protection Act) as a directive to implement the principles stated in Whistle Blowers Policy.

 

3. Procedure Overview

This procedure establishes a system for reporting disclosures of improper conduct or actions detrimental to STO. The standards and procedures are designed to ensure that accounting and audit related complaints handling complies with management’s and the audit committee’s objectives.

The procedures facilitate access for employees, stakeholders and public to reach the relevant reporting authority of the Company.

 

4. Procedures

Procedures for Reporting Complaints

·       Employees can make use of the reporting facilities available in the intranet such as the Whistleblower Facility and Staff Concern Reporting Facility.

·       Any employee may report to the Audit Committee openly, confidentially or anonymously any Allegation. Allegations can be made orally or in writing to Chairperson of the Audit Committee or Chief Internal Auditor.

 

Responsibilities of Audit Committee with respect to Specified Complaints

·       The Audit Committee shall receive, retain, decide to investigate and act on complaints and reports receive regarding:

o   Financial malpractice, impropriety or fraud

o   Failure to comply with a legal obligation or Statutes or Company Policy and Procedures

o   Dangers to Health & Safety or the Environment

o   Criminal activities

o   Sexual harassment

o   Improper conduct or unethical behavior

·       At the discretion of the Audit Committee, responsibilities vested on the Audit Committee by these procedures may be delegated to any member of the Committee or to a subcommittee of the Audit Committee.

 

Reporting Allegations

·       Employees, Stakeholders and Public may report any suspected allegation directly to Head of Department, Managing Director or Chair of Audit Committee.

·       Employees may choose to report suspected allegations anonymous through the link provided in Intranet of the Company.

·       Stakeholders and Public may report anonymously through the reporting procedure provided in Company website.

·       Except the reporting forms mentioned above, any other form of reporting may be adopted by the concerned employee, stakeholder or the public.

 

Procedures for Receiving Allegations

·       Any allegation that is made directly to management, whether openly, confidentially or anonymously, shall be promptly reported to the Audit Committee.

·       Each allegation forwarded to the Audit Committee by Management and each allegation that is made directly to the Audit Committee, whether openly, confidentially or anonymously, shall be reviewed by the Audit Committee, who may, in their discretion, consult with any member of management or employee whom they believe would have appropriate expertise or information to assist the Audit Committee.

·       The Audit Committee shall determine whether the Committee or Management should investigate the allegation, taking into account the considerations set forth in Section 4.4 below.

·       If the Audit Committee determines that Management should investigate the allegation, the Audit Committee will notify through the Company Secretary and the Managing Director in writing of that conclusion. Management shall thereafter promptly investigate the allegation and shall report the results of its investigation, in writing, to the Audit Committee. Management shall be free in its discretion to engage external service providers outside auditors to assist in the investigation and in the analysis of results.

·       If the Audit Committee determines that it should investigate the allegation, the Audit Committee shall promptly determine what professional assistance, if any, it needs in order to conduct the investigation. The Audit Committee shall be free in its discretion to engage internal auditors, external service providers to assist in the investigation and in the analysis of results.

 

Considerations Relative to Whether the Audit Committee or Management Should Investigate an Allegation

·       In determining whether Management or the Audit Committee should investigate an allegation, the Audit Committee shall consider, among any other factors that are appropriate under the circumstances, the following:

o   Who is the alleged wrongdoer? If an Executive or other Senior Management Official is alleged to have engaged in wrongdoing, that factor alone may militate in favor of the Audit Committee conducting the investigation.

o   How serious is the alleged wrongdoing? The more serious the alleged wrongdoing, the more appropriate that the Audit Committee should undertake the investigation. If the alleged wrongdoing would constitute a crime involving the integrity of the financial statements of the Company, that factor alone may militate in favor of the Audit Committee conducting the investigation.

o   How credible is the allegation of wrongdoing? The more credible the allegation, the more appropriate that the Audit Committee should undertake the investigation. In assessing credibility, the Audit Committee should consider all facts surrounding the allegation, including but not limited to whether similar allegations have been made in the press or by analysis.

 

Records

·       The Audit Committee shall retain for a period of five (5) years all records relating to any allegation and to the investigation of any such allegation.

 

Monitoring and Review

All employees, stakeholders and public are encouraged to raise any queries with the Compliance Officer of the Company. The Compliance Officer shall monitor and ensure that the reporting mechanism comply the guidelines provided in this Procedure.

This Procedure shall be reviewed one (1) year upon assessing the effectiveness and enforcement of the Policy.

 

— Approved by the Managing Director, and endorsed by the Board of Directors on 15^th October 2020