To ensure that all employees, clients or any other individual or organisation that deals with the Company has an effective channel to report non-compliance with the Company’s Code of Ethics without fear of retaliation, this policy provides a process for the anonymous submission of suspected wrongdoing (whistle blowing) by any employee of the Company.  It is the policy of the Company to treat complaints about the Company’s financial affairs, internal accounting controls, auditing or operational matters or activities that are considered serious improper conduct (“Complaints”) seriously and expeditiously.

The Company will abide by all laws that prohibit retaliation against employees who lawfully submit Complaints under this policy and procedures.



The responsibility for receiving Complaints rests with the Company’s Audit Committee of the Board of Directors.   The Audit Committee and the Company are responsible for the periodic review and update of this Policy.



3.1 Scope of the Policy and Procedures

This document describes the procedures that should be followed to report non-compliance with the Company’s Code of Ethics. Any allegations raised under these procedures should be submitted to the Company’s Ethics email

An individual (“the Whistle Blower”) will be given the opportunity to submit an anonymous and confidential Complaint to the Audit Committee for review by the Company. The report may cover any suspected events that employees or clients or others consider to be breaches of the Company’s Code of Ethics, including matters related to the Company’s financial affairs, internal accounting controls, auditing or operational matters or activities that are considered serious improper conduct.



4.1 Means of Raising Complaints

Whistle Blowers may submit their Complaints using the Company’s ethics email, which will go directly to the Chairman of the Audit Committee of the Board of Directors.

All Complaints will be kept confidential to the fullest extent reasonably practicable within the legitimate needs of law and any ensuing evaluation or investigation. The Complaint may, at the discretion of the person submitting the Complaint, be submitted anonymously. Regardless, the Complaint must include a means to respond to the Complaint.

To assist the Company in the investigation of and response to a Complaint, the Complaint should be factual, rather than speculative, and contain as much specific information as possible to allow for proper assessment of the nature, extent and urgency of the matter that is the subject of the Complaint. It is less likely that the Company will be able to conduct an investigation based on a Complaint that contains unspecified wrongdoing or broad allegations without verifiable evidentiary support. Without limiting the foregoing, the Complaint should, to the extent possible, contain the following information:

  • The alleged event, matter or issue that is the subject of the Complaint
  • The name(s) of the person(s) involved;
  • If the Complaint involves a specific event or events, the approximate time and location of each event; and
  • Any additional information, documentation or other evidence available to support the Complaint.

4.2 Investigation

On receipt of a Complaint, the Chairman of the Audit Committee and/or a member of the Committee will carry out an initial evaluation of the Complaint to determine its validity, and whether further investigation is warranted. The Complaint will be promptly investigated in a manner that is as discreet as the circumstances reasonably permit.

If further investigation is warranted, the Managing Director will be advised, and the Chairman of the Committee will refer the matter further to the Audit Committee and take all steps to ensure appropriate and timely resolution.

Upon completion of the investigation, the Audit Committee shall review the results, direct any additional investigation of a Complaint needed and determine the corrective action, if any, to be taken in response to a Complaint. All documents and materials compiled during the investigation shall be retained with the Complaint and kept in a Complaint file under the control of a person designated by the Audit Committee.

On the conclusion of the investigation, the Audit Committee shall direct a designated person to prepare a written response to the Complaint. Upon completion of the written response, it shall be submitted to the Audit Committee for review and approval prior to sending it to the Complainant. A copy of the response letter shall be maintained with the Complaint and the documentation compiled during the investigation.

In the event that the reported Complaint proved to be true, after a thorough investigation, the management will inform the affected employee of the outcome of the investigation and the corresponding punishment regarding the reported incident.

4.3 Reporting

The status and results of investigations conducted will be reported as follows:

  • (i) To the Managing Director:

    Results of investigations regarding Complaints will be reported to the Managing Director and/or the supervisor who has responsibility for the employee concerned, as appropriate. This will advise them of the Complaint and an appropriate resolution of the Complaint agreed.

  • (ii) To the Audit Committee and the Board of Directors:

    A summarized report on Whistle Blowers’ Complaints and the investigations conducted will be sent by the Chairman of the Audit Committee to the members of the Committee. The Audit Committee will discuss the matter with the Managing Director and a recommendation made to the Board of Directors.

  • (iii) To the Whistle blower:

    The status/resolution of the investigation will be communicated to the Whistle blower, where possible, or person(s) being investigated.

  • (iv) To Employees:

    The status/resolution of the investigation will be communicated to employees.



Complaints may be reported anonymously, on the option of the Whistle Blower. The Company shall maintain the confidentiality or anonymity of the person(s) making the Complaint to the extent that this is reasonably practicable considering the requirements of the law and the need to conduct further investigations.  Legal or business requirements may not allow for complete anonymity. Also, in some cases it may not be possible to proceed with or properly investigate the matter unless the complainant identifies himself or herself.

In general, it is less likely that an investigation will be initiated in response to an anonymous Complaint due to the difficulty of interviewing anonymous complainants and evaluating the credibility of their Complaints. In addition, persons making Complaints should be aware that their identity might become known for reasons outside the control of the Company. The identity of other persons subject to or participating in any inquiry or investigation relating to a Complaint shall be maintained in confidence subject to the same limitations.



Retaliation against a Whistle Blower who, in good faith, has made a Complaint, disclosed information relating to a Complaint or otherwise participated in an investigation relating to a Complaint, is prohibited regardless of the outcome of the investigation. The Company shall not dismiss, demote, suspend, threaten, harass or in any manner discriminate against an employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of Complaints or participation in a related investigation.  An employee’s right to protection from retaliation, however, does not extend immunity for any complicity in the matters that are the subject of the Complaint or an ensuing investigation.

Deliberately making a false report is also against this policy. This is not meant to discourage or limit the rights of individuals from making reports of alleged violations of the Company’s Code of Ethics or any other approved policy. The Company recognises that, in some instances, it may not be possible to determine whether a report is warranted. Individuals should not be reluctant to report information because they are uncertain of who will be believed and whether the allegation can be proved.



7.1 Board of Directors

  • Approve the policy and any amendments.
  • Support and/or approve the recommended disciplinary action, if any.

7.2 Audit Committee

  • Development and maintenance of the Policy.
  • Review and recommend approval of the Whistle Blower Policy and Procedures to the Board of Directors
  • Oversight of the Whistle Blower Programme.
  • Receipt, investigation and actioning of Whistle Blower Complaints.

7.3 Managing Director

The Managing Director, or her nominee, is responsible for the overall management of the Policy and the Whistle Blower Complaints handling process. This includes

  • Management of the Whistle Blower Programme.
  • Conducting investigations of Complaints.
  • Communication with employees raising Complaints.
  • Reporting to the Audit Committee of the Board of Directors.
  • Consolidating, filing and retaining all records of Complaints received, together with the status/results of investigations.

If the Complaint is against the Managing Director, the Audit Committee will assume full responsibility for handling the Complaint.

7.4 All Employees

  • Act with integrity and honesty in carrying out duties.
  • Submit Complaints regarding matters relating to issues noted at Section 3 of the Policy.



This Policy and Procedures are available on the Company’s website under “Policies”.

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