Introduction

This Whistle Blower Policy has been formulated to enable all employees, customers, suppliers & third parties to raise concerns against any malpractice such as immoral or unethical conduct, fraud, corruption, and potential infractions of the Group Code of Ethics & Conduct. This policy also outlines the reporting procedure and investigation mechanism to be followed in case an employee, customer or supplier blow the whistle for any wrong-doing in the Group.

The Whistle Blower is given protection in two important areas - confidentiality and protection against retaliation. It is ensured that the Whistle Blower can raise concerns regarding any violation or potential violation easily and free of any fear of retaliation, provided they have raised the concern in good faith. A Group Compliance Officer has been appointed to receive the complaints via email or letter, and who would investigate these with an investigating team. The final decision is taken by the Group Compliance Officer in consultation with the Audit Committee. This Policy is designed to help draw the Group's attention to unethical, inappropriate or incompetent conduct which has or may have detrimental effects either for the organisation or for those affected by its functions.

Background

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the Group has formulated this Whistle Blower Policy in addition to the existing Code of Ethics & Conduct that governs the actions of its employees. This Whistle Blower Policy aspires to encourage all employees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviours or practices) that affect the Group's interest or image.

Objective

The Group is entitled to amend, suspend or rescind this policy at any time. In addition, although the Group has made best efforts to define detailed procedures for implementation of this policy, there may be occasions where certain matters are not addressed or there may be ambiguity in the procedures. Such difficulties or ambiguities will be resolved in line with the broad intent of the policy. The Group may also establish further rules and procedures from time to time to give effect to the intent of this policy and further the objective of good corporate governance.

Champ d'application

This policy shall be applicable to all employees, customers, suppliers & third parties of Groupe Monnoyeur.

Définitions

"Employee": "Employee" means any person on the books including those on deputation, contract, temporary, probationary, apprentice, trainee or part time employees / workers, full time consultants, and those holding permanent, honorary, ad hoc, voluntary or short term positions. For the limited purpose of this policy, the term “Employee” also includes Groupe Monnoyeur vendors (those that provide Goods/Services to Groupe Monnoyeur).

"Whistle Blower": A Whistle Blower is an employee who raises a concern about any wrongdoing, event or information about an actual, suspected or anticipated Reportable Matter. The Whistle Blower is not expected to prove the truth of the allegation; but s/he needs to demonstrate sufficient grounds for concern and good faith.

"Reportable Matter": A Reportable Matter includes:

  1. General Malpractice
    • Abuse of authority
    • Breach of contract
    • Negligence causing substantial and specific danger to public health and safety
    • Manipulation of Group data/records
    • Financial irregularities, including fraud or suspected fraud or Deficiencies in Internal Control and checking or deliberate error in preparations of Financial Statements or Misrepresentation of financial reports
    • Any unlawful act whether Criminal/Civil
    • Theft of confidential/propriety information
    • Deliberate violation of law/regulation
    • Wastage/misappropriation of Group funds/assets
    • Breach of Group Policy or failure to implement or comply with any approved Group Policy
  2. Potential Infractions of the Code of Ethics & Conduct

"Audit Committee" means the Audit Committee constituted by the Group Board members.

"Disciplinary Action": means any action that can be taken on the completion of or during investigation proceedings including but not limited to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.

"Good Faith": an employee shall be deemed to be communicating in “good faith” if there is a reasonable basis for communication of unethical and improper practices or any other alleged wrongful conduct. Good Faith shall be deemed lacking when the employee does not have personal knowledge on a factual basis for the communication or where the employee knew or reasonably should have known that the communication about the unethical and improper practices or alleged wrongful conduct is malicious, false or frivolous.

"Compliance Officer": means a person appointed by the Board, who ensures the fair and expeditious resolution of complaints in an impartial, confidential and independent manner.

"Investigation Team": means those persons appointed by the Compliance Officer required for assistance in the investigation of the Protected Disclosure and who submit their findings to the Compliance Officer.

Disqualifications

A Reportable Matter should not be confused with a grievance related to employment/superior-subordinate relationship/relationship with peers. Likewise, complaints associated with unsatisfactory probation reports, performance evaluations, favouritism, and nepotism and such like are not covered under this policy. Such cases should be referred to the Human Resources Department and redress sought through other mechanisms established within the system.

Accountabilities

Whistle Blowers

Investigation

Any such disclosure/complaint received by the Compliance Officer is investigated confidentially in order to avoid discrimination against the complainant. The Compliance Officer decides whether the complaint qualifies for further investigation under this policy or not.

If the Compliance Officer decides that the complaint qualifies for investigation under the Whistle Blower Policy, the initial enquiry would be conducted by the Compliance Officer. If the initial enquiry indicates that the concern has no basis, or if the matter is not to be pursued under this policy, it may be dismissed at this stage and the decision would be documented.

If the initial enquiry indicates that further investigation is required, this will be carried out by the Investigation Team. The Investigation may involve the study of documents and interviews, access to the system and other information required for the purpose of investigation. Full cooperation must be provided to Investigation team.

The Investigation Team submits the report (not later than 90 days from date of receipt of the concern/disclosure) to the Compliance Officer clearly indicating their findings as early as possible. The Compliance Officer can allow additional time for submission of the report based on the circumstances of the case.

The final decision will be taken by the Compliance Officer in consultation with the Audit Committee.

All information disclosed during the course of the investigation will remain confidential, except as necessary or appropriate to conduct the investigation and take any remedial action, in accordance with any applicable laws and regulations. The Group reserves the right to refer any concerns or complaints regarding Reportable Matters to the appropriate external regulatory authorities.

If the investigation of a report that was submitted in good faith and investigated by the Compliance Officer is not to the Whistle Blower's satisfaction, he/she has the right to report the event to the appropriate legal or investigative agency. The Whistle Blower will be kept informed of the progress and the final outcome of the investigation, within the constraints of maintaining confidentiality.

If the observed malpractice constitutes a criminal offence, the Compliance Officer can take appropriate action including reporting to police. The Compliance Officer ensures implementation of the Final decision/recommendation. Though no time frame is specified for such action, the Group will endeavour to act as quickly as possible in the case of proved malpractice.

False Complaints

All Whistle Blowers are protected from victimization, harassment or disciplinary action as a result of any disclosure, where the disclosure is made in good faith and is not made maliciously. Whistle Blowers who make any disclosures which are subsequently found to be mala fide or malicious or who intentionally file a false report of wrongdoing will be subject to disciplinary action including termination.

Confidentiality of Identity of the Whistle Blower

Whistle Blower protection is provided in two important areas - confidentiality and protection against retaliation. In so far as possible, the confidentiality of the Whistle Blower will be maintained. However, their identity may have to be disclosed to conduct a thorough investigation, to comply with the law and to provide accused individuals their legal rights of defence.

Whistle Blower Protection

1. Anyone raising a concern under this Policy is free from risk of suffering any form of retaliation. This includes discrimination, reprisal, harassment or vengeance in any manner. Group employees will not be at the risk of losing their job or suffering loss in any other manner such as transfer, demotion, refusal of promotion or the like, including any direct or indirect use of authority to obstruct the Whistle Blowers' right to continue to perform his/her duties/functions including making further Protected Disclosure, as a result of reporting under this Policy. This protection is available provided that:

Anyone who abuses the procedure (for example by maliciously raising a concern knowing it to be untrue) will be subject to disciplinary action, as will anyone who victimizes a colleague by raising a concern through this procedure. If considered appropriate or necessary, suitable legal actions may also be taken against such individuals.

However, no action will be taken against anyone who makes an allegation in good faith, reasonably believing it to be true, even if the allegation is not subsequently confirmed by the investigation.

2. The Group will not tolerate the harassment or victimization of anyone raising a genuine concern. As a matter of general deterrence, the Group shall publicly inform employees of the penalty imposed and disciplinary action taken against any person for misconduct arising from retaliation. Any investigation into allegations of potential misconduct will not influence or be influenced by any disciplinary or redundancy procedures already taking place concerning an employee reporting a matter under this policy.

Any other Employee/business associate assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

Documentation

The compliance officer shall maintain documentation of all complaints or reports, subject to this Policy. The documentation shall include any written submissions provided by the complainant, any other Group documents identified in the complaint or by the Group as relevant to the complaint, a summary of the date and manner in which the complaint was received by the Group and any response by the Group to the complainant. All such documentation shall be retained by the Group for a minimum of five (5) years from the date of receipt of the complaint or as required by law, whichever is higher.

Additional enforcement information

This Whistle Blower policy does not in any way restrict any employee or business associate to approach any local, state, or central law enforcement agency or any such other regulatory authority that are authorized to review any reportable event as explained earlier in the policy.

Group's powers

The Group is entitled to amend, suspend or rescind this policy at any time. In addition, although the Group has made best efforts to define detailed procedures for implementation of this policy, there may be occasions where certain matters are not addressed or there may be ambiguity in the procedures. Such difficulties or ambiguities will be resolved in line with the broad intent of the policy. The Group may also establish further rules and procedures from time to time to give effect to the intent of this policy and further the objective of good corporate governance.

Violation

The Group expects total compliance with this policy. Any violation of this policy will expose the person concerned to disciplinary action including termination.

Policy Owner

The Compliance Department is responsible for maintaining and carrying out subsequent modifications in accordance with the applicable regulations.

Revision of Policy

Management reserves the right to revise this policy at any time and in any manner without notice. Any amendment to the Policy shall take effect from the date when it is approved by the Group's Board of Directors. Any change or revision will be communicated appropriately.