Whistleblowing

1. Policy Statement

Montreal Associates (Systems) Limited and its subsidiaries (‘Montreal Associates’, ‘MA Group ‘, ’we’, ‘us’, and ‘our’) are committed to the highest standards of transparency, probity, integrity and accountability.

The Whistleblowing Procedure sets out the framework for dealing with allegations of illegal and/or improper conduct.

This procedure is intended to provide a means of making serious allegations about standards, conduct, financial irregularity or possible unlawful or unethical action in a way that will ensure confidentiality and protect those making such allegations in the reasonable belief that it is in the public interest to do so.

The aim of this Policy is to ensure that our workers are confident that they can raise any matters of genuine concern without fear of reprisals, in the knowledge that they will be taken seriously and that the matters will be investigated appropriately and regarded as confidential.

MA Group applies the following main principles in handling whistleblowing matters:

I. Zero-tolerance for wrongful conduct: the MA Group implements a zero- tolerance policy towards any illegal or unethical conduct,

II. Accountability: the MA Group commits to investigate any irregularity and to hold accountable those at fault,

III. Openness: we foster an open and transparent approach, and we encourage staff do the same,

IV. Confidentiality: any disclosure as per this Policy is made in confidentiality to the maximum extent possible,

V. Non-retaliation: whistleblowers will not suffer any detrimental treatment because of raising a concern,

VI. Record Keeping: all proceedings and investigations shall be documented, and relevant records shall be kept,

VII. Training: relevant stakeholders shall receive appropriate trainings.

2. Who is covered by the Policy?

This Policy applies to all persons working for Montreal Associates or on our behalf in any capacity, including employees at all levels, directors, officers, agency workers, seconded workers, volunteers, interns, agents, consultants, and business partners, or any other person associated with us, wherever located, hereinafter the “Stakeholders”.

3. What is whistleblowing and what disclosures are covered?

WHISTLEBLOWING – Disclosure of information which relates to suspected wrongdoing or dangers at work which are in the public interest.

This may include the following:

(a) a criminal offence has been committed, is being committed, or is likely to be committed; or

(b) a person has failed, is failing, or is likely to fail to comply with their legal obligations; or

(c) a miscarriage of justice has occurred, is occurring, or is likely to occur; or

(d) the health and safety of any individual has been, is being, or is likely to be endangered; or

(e) the environment has been, is being, or is likely to be damaged; or

(f) any of the above matters are being deliberately concealed or are likely to be deliberately concealed

Some examples of specific offenses or breaches are:

- bribery, fraud, any other form of corruption, money laundering, information security breach of privacy, breach of confidentiality, violations of any other laws or internal policies.

This procedure applies to matters of public interest, and it does not apply to issues relating to personal circumstance, nor it replaces other policies and procedures such as the Anti - Harassment and Bullying Policies.

We value any concerns reported under this Policy. If you are uncertain whether the matters concerning you are within the scope of this policy, we encourage you to report the concerns in accordance with the procedure set out herein.

4. To whom a disclosure should be made? 

We recognise that you may not feel comfortable discussing concerns with your direct Line Manager. For the purposes of this procedure you are asked, in the first instance, to raise concerns about any form of malpractice with a Company Director.

If the disclosure is extremely serious or in any way involves the Company Director, you should report it directly to the Chairman.

We will always endeavour to handle investigations promptly and fairly, but if you have made a disclosure in accordance with this policy and you are not satisfied with the investigation or its conclusion, you should write directly to the Chairman detailing your concerns.

5. How should a disclosure be made?

You can raise your concerns with a Company Director orally or in writing. You must state that you are using the Whistleblowing Policy and specify whether you wish your identity to be kept confidential. The Company Director will ask you to formalise your concerns in writing either before or after the first meeting.

The Company Director will acknowledge receipt of your formal written disclosure and keep a record of further action taken.

You are entitled to be accompanied by a workplace colleague at any meeting with the Company Director under this procedure. Your companion will be asked to respect the confidentiality of your disclosure and any subsequent investigation.

We recognise that disclosures made under this policy may involve highly confidential and sensitive matters and that you may prefer to make an anonymous disclosure. However, we regret that we cannot guarantee to investigate all anonymous allegations. Proper investigation may prove impossible if the investigator cannot obtain further information from you, give you feedback, or ascertain whether your disclosure was made in good faith. Whistle-blowers should reveal their identity to the Company Director and measures can then be taken to preserve confidentiality as appropriate.

6. Investigation of Disclosure

MA is committed to investigating disclosures fully, fairly, promptly, and confidentially where circumstances permit. Following your formal written disclosure, the Company Director (or another individual acting in their place) will acknowledge receipt as soon as practically possible and make appropriate arrangements for investigation. You may be required to attend an initial meeting to give the Company Director further information.

The length and scope of the investigation will depend on the subject matter of the disclosure. In most instances, the Company Director will carry out an initial assessment of the disclosure to determine whether there are grounds for a more detailed investigation to take place or whether the disclosure is, for example, based on erroneous information. In any event a report will be produced, and copies will be provided to the Board and, where appropriate, you will also receive a copy.

If a longer investigation is considered necessary, we will usually appoint an investigator. Recommendations for change will also be invited from the investigative team to enable us to minimise the risk of the recurrence of any malpractice or impropriety which has been uncovered. The Board will then be responsible for reviewing and implementing these recommendations.

So far as the Company Director considers it appropriate and practicable, you will be kept informed of the progress of the investigation. However, the need for confidentiality may prevent us giving you specific details of the investigation or actions taken. It is not normally appropriate to set a specific timeframe for completion of investigations in advance, as the diverse nature of disclosures contemplated makes this unworkable. We will, however, aim to deal with all disclosures in a timely manner and with due regard to the rights of all individuals involved.

We recognise that there may be matters that cannot be dealt with internally and in respect of which external authorities will need to be notified and become involved either during or after our investigation. We will endeavour to inform you if a referral to an external authority is about to or has taken place, although we may need to make such a referral without your knowledge or consent if we consider it appropriate.

7. Confidentiality

Every effort will be made to keep the identity of an individual who makes a disclosure under this policy confidential, at least until any formal investigation is under way. In order not to jeopardise the investigation into the alleged malpractice, you will also be expected to keep the fact that you have raised a concern, the nature of the concern and the identity of those involved confidential.

There may, however, be circumstances in which, because of the nature of the investigation or disclosure, it will be necessary to disclose your identity. This may occur in connection with associated disciplinary or legal investigations or proceedings. If in our view such circumstances exist, we will make efforts to inform you that your identity is likely to be disclosed.

8. Protection and support for whistleblowers

Members of staff who raise genuinely held concerns of public interest under this procedure should not be dismissed or subjected to any detrimental treatment because of their disclosure.

Detrimental treatment includes unwarranted disciplinary action, victimisation, or threats. If you believe that you have been subjected to a detriment within the workplace because of raising concerns under this procedure, you should inform a Company Director immediately. Workers who victimise or retaliate against whistle- blowers under this policy will be subject to disciplinary action.

If an investigation under this procedure concludes that a disclosure has been made maliciously, vexatiously, or with a view to personal gain, the whistle-blower will be subject to disciplinary action.

9. Corrective action and compliance

As part of the investigation into disclosures made under this Policy, recommendations for change will be invited from the investigative team to enable the Company to minimise the risk of the recurrence of any malpractice or impropriety which has been uncovered.

The Board will be responsible for reviewing and implementing these recommendations in the future and for reporting on any changes required to the main board.

10. Acknowledgment 

Every relevant Stakeholder is required to sign a statement (essentially in the form enclosed under Schedule 1 herein) which confirms that such person:

• Has received a copy of this Policy,
• Has read and understands the Policy, and
• Has agreed to comply with the Policy.

11. Responsibilities

The Board of Directors has overall responsibility for this policy on whistleblowing.

Managers have a specific responsibility to facilitate the operation of this policy and to ensure that workers feel able to raise concerns without fear of reprisals in accordance with the procedure set down below.

All workers are responsible for the success of this policy and should ensure that they take steps to disclose any wrongdoing or malpractice of which they become aware.