CORPORATE GOVERNANCE WEBSITE DISCLOSURE


To the extent applicable, and to the extent able (given the current size and structure of Anglo African Oil & Gas plc ("the Company" or "AAOG") and the board of directors ("the Board"), the Company has adopted the Quoted Companies Alliance Corporate Governance Code. Details of how AAOG complies with the Code, and the reasons for any non-compliance, are set out in the table below, together with the principles contained in the Code.

Prior to the formal adoption of the Code, the Company has, for several years, operated in compliance with recommendations of the QCA, in so far as the size of both the Company and its Board permitted. For that reason, no significant changes in governance-related matters have been needed. No key governance matters have arisen since the publication of the last Annual Report.

Considering the Company's size and nature, and the geographical spread of its operations, the Board considers that the structure of the current Board is a cost-effective and practical method of directing and managing the Company. As the Company's activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

 

Sarah Cope
Chair

The principles set out in the Code which require disclosure on the website and the required disclosure are set out in the table below.

Establish a strategy and business model which promote long-term value for shareholders

AAOG aims to increase output from the existing wells in the Tilapia Field in the Republic of the Congo ("the Congo") by undertaking workovers on the existing wells and by a drilling programme into deeper geological features, the Mengo and Djeno Sands, which Tilapia shares with surrounding fields.

The Directors intend to distribute free cash to shareholders through regular dividends, once production reaches a sustained level of 1,000 bopd and provided that oil prices are not less than US$30/barrel.

It is AAOG's intention to conduct its activities in a professional and responsible manner for the benefit of its shareholders, its employees, and the national and local communities where it operates.

Seek to understand and meet shareholder needs and expectations

As the large majority of the Company's shares are held in CREST, with the beneficial owners not disclosed, AAOG seeks to communicate with shareholders primarily by announcements through RNS, which seek to be timely and comprehensive.

Take into account wider stakeholder and social responsibilities and their implications for long-term success

AAOG operates in the UK and the Congo. It identifies the main stakeholders in the Congo as being SNPC, the Congolese authorities and the local community where the Tilapia field is situated. The financial problems of SNPC have been well publicised, and the Company has arranged to cover SNPC's share of the cost of drilling TLP-103C by way of loan from SNPC, to be recovered from production. Strong relationships have been established with the authorities in the Congo, who have supported AAOG's plans for drilling TLP-103C.

The Company has also established excellent relationships with the local community and has made substantial contributions to local welfare projects. So far as has been possible, the workforce has been recruited locally.

Embed effective risk management, considering both opportunities and threats, throughout the organisation

The board of AAOG is responsible for setting the risk framework within which the Company operates and ensuring that suitable risk-management controls and reporting structures are in place throughout the group.

The oil-extraction operations of the group have specific risk-management challenges, including, in particular, maintaining the health and safety of all staff and contractors working on site and ensuring that all drilling and related operations are carried out in an environmentally sound manner. These risks have been exhaustively documented and measures have been put in place to mitigate the risks to the greatest extent possible. All contractors are subject to the same risk-mitigation procedures as employees, and all health and safety measures are formalised, described in detailed manuals and explained in person to all people associated with the Company's operational activities.

The board seeks to minimise risk in the management of its operations while appreciating that the nature of the natural-resource extraction sector carries risk, because the knowledge of specific geological formations and their impact on operations may be incomplete or turn out to be incorrect. The Company uses third-party advisors to address specific issues that arise during operations where they bring complementary expertise and experience.

Maintain the board as a well-functioning, balanced team led by the chair

The AAOG board comprises a balance of independent and non-independent directors with collective, specific and complementary skills that enable the Company to manage and direct its affairs in a professional manner, with embedded corporate governance procedures that are fit for purpose.

Board meetings are held at least six times a year and all necessary documentation is provided to the board in advance, so that they can understand the issues under review and make well-considered decisions.

The board has audit and remuneration sub-committees that are chaired by non-executive directors.

The directors devote such time to the Company's affairs as the board considers appropriate.

Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The board of AAOG maintains up-do-date skills, knowledge and experience to enable it to direct and manage the Company's operations, finances and its interface with investors, the public markets and its other stakeholders.

It takes great care to appoint managers and staff with the appropriate skills and experience, and is aware the importance of encouraging diversity among its workforce. In particular, AAOG operates in foreign jurisdictions where the recruitment of a local workforce is actively encouraged.

The board works as a team and regularly reviews its procedures and composition.

Evaluate Board performance based on clear and relevant objectives, seeking continual improvement

Current membership of the Board is as follows:

NameRoleAppointedStatus
Sarah CopeChair (non-executive)22-Jan-18Independent
James BerwickCEO22-Jan-18Non-independent
James CaneFinance director25-Jul-16Non-independent
Phil BeckNon-executive director22-Jan-18Independent
Nick ButlerNon-executive22-Jan-18Independent
Brian MoritzNon-executive12-Jan-01Non-independent

This table illustrates the success of the Board in attracting a diverse and experienced membership.

In view of the size of the Board, the directors do not believe that it is practical to undertake an external or a wide-ranging evaluation of the performance of board members. Based on an informal evaluation, the board considers the recent performance of the executive directors to have been successful in achieving the Company's objectives for the first half of 2019.

The primary tasks of the CEO, James Berwick, have been to finalise the design of TLP-103C, build a team capable of executing the drilling programme and put in place the drilling contract, all of which have been satisfactorily achieved. He has also established good relationships with local stakeholders, with a view to obtaining a new Tilapia licence. He is now focused on optimising the drilling of TLP-103C.

James Cane's main task is to oversee the Company's administrative function and, in particular, its financial affairs. While this is an area where it is more difficult to evaluate performance, he has managed the process for completing the financial statements within the statutory time limits, overseeing the Group's financial operations, and supervised the Company's administration.

Succession planning remains an important issue for the Board.

The Board intends to review the performance of the team as a unit to ensure that the members of the Board collectively function in an efficient and productive manner.

All continuing Directors stand for re-election on an annual basis.

Promote a corporate culture that is based on ethical values and behaviours

The Board strives to promote a corporate culture based on sound ethical values and behaviours.

The Board is aware that it operates in jurisdictions where ethical standards may differ from those in the UK, and which may, rightly or wrongly, have a reputation for corrupt practices. To that end, AAOG has adopted a strict anti-corruption and whistle-blowing policy but the directors are not aware of any event to date that might be considered to breach this policy. The executive directors ensure that external contractors are aware of, and comply with, this policy.

The Company has also adopted a code for directors' and employees' dealings in securities, which is appropriate for a company whose securities are traded on AIM. The code is in accordance with the requirements of the Market Abuse Regulation that came into effect in 2016.

The Board is also aware that the tone and culture that it sets will greatly impact all aspects of the Company and the way that employees behave, as well as the achievement of corporate objectives. A significant part of the Company's activities is centred upon an open dialogue with shareholders, employees and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives.

Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

The corporate governance structures which the Company is able to operate are limited by the size of the Board, and in particular the small number of executive directors, which is itself dictated by the current size of the Company's operations. With this limitation, the board is dedicated to upholding the highest possible standards of governance and probity.

The chair, Sarah Cope:

  • leads the board and is primarily responsible for the effective working of the Board;
  • in consultation with the board, ensures good corporate governance and sets clear expectations with regards to Company culture, values and behaviour;
  • sets the board's agenda and ensures that all directors are encouraged to participate fully in the activities and decision-making process of the Board.

The CEO, James Berwick:

  • is primarily responsible for developing AAOG's strategy in consultation with the board, for its implementation and for the operational management of the business;
  • is primarily responsible for new projects and expansion;
  • runs the Company on a day-to-day basis;
  • implements the decisions of the board;
  • monitors, reviews and manages key risks;
  • is the Company's primary spokesperson, communicating with external audiences, such as investors, analysts and the media.

The finance director, James Cane:

  • is responsible for the administration of all aspects of the Group;
  • oversees the accounting function of all group companies;
  • deals with all matters relating to the independent audit.

The remuneration committee is chaired by Nick Butler and comprises Phil Beck and Nick Butler. It meets on an ad hoc basis when required.

The audit committee is chaired by Sarah Cope and comprises Sarah Cope and Brian Moritz. It normally meets twice each financial year to consider the interim and final results. In the latter case, the auditors are present and the meeting considers and takes action on any matters raised by the auditors arising from their audit.

Matters reserved for the Board include:

  • Vision and strategy
  • Production and trading results
  • Financial statements and reporting
  • Financing strategy, including debt and other external financing sources
  • Budgets, acquisitions and expansion projects, divestments and capital expenditure and business plans
  • Corporate governance and compliance
  • Risk management and internal controls
  • Appointments and succession plans
  • Directors' remuneration.

Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

Shareholders are encouraged to participate at the AGM, to ensure that there is a high level of accountability and identification with the Group's strategy and goals.

The resolutions proposed at the AGMs and at all general meetings held since Admission have been passed with no material proxy votes against such resolutions.

Annual reports and notices of general meetings are included separately in the appropriate section of this website.

 

Anti-corruption and bribery policy

1. Policy statement

1.1

It is our policy to conduct all our business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships, wherever we operate, and to implementing and enforcing effective systems to counter bribery.

1.2

We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate. However, we remain bound by the laws of the UK, including the Bribery Act 2010 and the Criminal Finances Act 2017, in respect of our conduct both at home and abroad.

1.3

The purpose of this policy is to:

  • set out our responsibilities, and of those working for us, in observing and upholding our position on bribery and corruption; and
  • provide information and guidance to those working for us on how to recognise and deal with bribery and corruption issues.

1.4

We have identified that the following are particularly relevant bribery and corruption risks for our business:

  • the selection and engagement of contractors and consultants; and
  • dealing with government officials.

1.5

To address those risks, we have adopted the following policies:

  • All professional advisers retained must be formally engaged. No payments to such advisers may be in cash, and all payments must be against invoices submitted by the adviser.
  • Training on our Anti-Corruption and Bribery Policy will be conducted as part of the induction process for all new workers, and existing workers will receive regular, relevant information on how to implement and adhere to the policy.
  • Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter.
  • A Gifts and Hospitality Register will be kept and reviewed regularly; all expenses claims relating to hospitality, gifts or expenses must be submitted in accordance with our expenses policy.

1.6

In this policy, third-party means any individual or organisation you come into contact with during the course of your work for us, and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisers, representatives and officials, politicians and political parties.

2.

Who is covered by the policy?

 

This policy applies to all individuals working for the company or any Group Company on its behalf in any capacity, including employees at all levels and grades, including senior managers, officers, directors, employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, seconded staff, homeworkers, casual workers and agency staff, volunteers, interns, agents, sponsors, or any other person associated with us, or any of our subsidiaries or their employees, wherever located (collectively referred to as workers in this policy).

3.

What is bribery?

3.1

The Bribery Act 2010 makes it a criminal offence to bribe, or to offer or authorise a bribe to, another person (including a foreign official) or to be the recipient of a bribe.

3.2

The Bribery Act expressly prohibits the following conduct:

  • Offering, promising, or giving a financial or other advantage to another person intending to induce a person to perform a relevant function or activity improperly (including facilitation payments or where receipt of an advantage is itself improper), or to reward them for doing so;
  • Requesting, agreeing to receive or accepting a financial or other advantage intending that, in consequence, a relevant function or activity should be performed improperly, or as a reward for improper performance, or where there is improper performance in anticipation of such an advantage; and
  • Offering, promising or giving a financial or other advantage to a government official or to another at the government official's request or with his assent, intending to influence the official in his capacity as an official and intending to obtain or retain business or an advantage in the conduct of business for the Company.

3.3

An advantage includes money, gifts, loans, fees, hospitality, services. discounts, the award of a contract or anything else of value.

3.4

A person acts improperly where they act illegally, unethically, or contrary to an expectation of good faith or impartiality, or where they abuse a position of trust. The improper acts may be in relation to any business or professional activities, public functions, acts in the court of employment, or other activities by or on behalf of any organisation of any kind.

3.5

The Bribery Act also makes it a criminal offence for companies to fail to prevent bribery committed by a person “associated with” the Company intended to obtain or retain business or an advantage in the conduct of business for the Company.

3.6 “Associated persons” can include employees, subsidiaries and third-party agents, and anyone else who performs services for the company. The only defence is to show that the company had “adequate procedures” to prevent the bribery from taking place.

3.7

You should refer to Schedule 1 for a list of "red flag" scenarios that may indicate bribery or corruption.

3.8

Under the Bribery Act, all offences are punishable by unlimited fines for companies and individuals, and individuals can face up to ten years' imprisonment.

3.9

Additionally, if the Company is found to have taken part in bribery or corruption it could face an unlimited fine, be excluded from tendering for public contracts and face damage to its reputation.

3.10

The Company takes its legal responsibilities very seriously.

3.11

Gifts and hospitality

3.12

This policy does not prohibit reasonable and appropriate hospitality or entertainment (given and received) to or from third parties for the purpose of:

  • Establishing or maintaining good business relationships;
  • Improving or maintaining our image or reputation; or
  • Marketing or presenting our products and/or services effectively.

3.13

The giving or receipt of gifts is not prohibited, if the following requirements are met:

  • it is not made with the intention of influencing a third-party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits;
  • it complies with local law;
  • it is given in our name, not in your name;
  • it does not include cash or a cash equivalent (such as gift certificates or vouchers);
  • it is appropriate in the circumstances. For example, in the UK, it is customary for small gifts to be given at Christmas-time;
  • taking into account the reason for the gift, it is of an appropriate type and value and given at an appropriate time;
  • it is given openly, not secretly; and
  • gifts should not be offered to, or accepted from, government officials or representatives, or politicians or political parties, without the prior approval of the compliance manager.

3.14

We appreciate that the practice of giving business gifts varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift or hospitality is reasonable and justifiable. The intention behind the gift should always be considered.

3.15

All gifts and hospitality exceeding £150 in value must be approved in advance by the compliance manager.

4.

What is not acceptable?

It is not acceptable for you (or someone on your behalf) to:

  • give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;
  • give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to "facilitate" or expedite a routine procedure;
  • accept payment from a third-party that you know, or suspect, is offered with the expectation that it will obtain a business advantage for them;
  • accept a gift or hospitality from a third-party if you know or suspect that it is offered or provided with an expectation that a business advantage will be provided by us in return;
  • accept hospitality from a third-party that is unduly lavish or extravagant under the circumstances;
  • threaten or retaliate against another worker who has refused to commit a bribery offence or who has raised concerns under this policy; or
  • engage in any activity that might lead to a breach of this policy.

5.

Facilitation payments and kickbacks

5.1

We do not make, and will not accept, facilitation payments or "kickbacks" of any kind. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government action by a government official. They are not commonly paid in the UK but may be common in some other jurisdictions in which we operate.

5.2

If you are asked to make a payment on our behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt that details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with the compliance manager.

5.3

Kickbacks are typically payments made in return for a business favour or advantage. All workers must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by us.

6.

Donations

 

We are conscious of our responsibility towards the communities in underdeveloped or deprived areas in which we operate and will be prepared to sponsor local organisations and charities, but not with the intention of obtaining a commercial advantage. We may make contributions to political parties, but these are never made in an attempt to influence any decision or gain a business advantage, and are always publicly disclosed. We only make charitable donations that are legal and ethical under local laws and practices. No donation must be offered or made without the prior approval of the compliance manager.

7.

Tax evasion

7.1

The Criminal Finances Act 2017 requires companies to take steps to prevent the facilitation of tax evasion in the UK and abroad. It is a criminal offence for a company to fail to do so. In addition to the other steps described in this policy, all workers should be vigilant when engaging with third parties, particularly with regard to making or receiving payments, to guard against assisting that third-party to evade applicable tax.

7.2

If you have any suspicions, concerns or queries regarding a third-party's compliance with the applicable requirements to pay tax, you should raise these with the compliance manager.

8.

Your responsibilities

8.1

A copy of this policy will be distributed to all workers. You must ensure that you read, understand and sign a copy of this policy to indicate that you will comply with the principles set out in this policy.

8.2

In the event that a worker is illiterate and unable to read the policy for themselves, the Company will take reasonable steps to ensure that it is read and explained to you. You must ensure that you listen to this carefully and understand what you are told, as you must sign a copy of this policy to indicate that you will comply with the principles set out in this policy.

8.3

The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. All workers are required to avoid any activity that might lead to, or suggest, a breach of this policy.

8.4

You must notify the compliance manager as soon as possible if you believe or suspect that a conflict with this policy has occurred or may occur in the future. For example, if a client or potential client offers you something to gain a business advantage with us or indicates to you that a gift or payment is required to secure their business. Further "red flags" that may indicate bribery or corruption are set out in the Schedule 1.

8.5

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct. We reserve our right to terminate our contractual relationship with other workers if they breach this policy.

9.

Record-keeping

9.1

We must keep financial records and have appropriate internal controls in place (including conducting periodic reviews) that will evidence the business reason for making payments to third parties.

9.2

You must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject to managerial review. These will be recorded in the Gifts and Hospitality Register, which will be reviewed by the compliance manager on an annual basis.

9.3

You must ensure that all expenses claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with our expenses policy and specifically record the reason for the expenditure.

9.4

All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept "off-book" to facilitate or conceal improper payments.

10.

How to raise a concern

You are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage. If you are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries, these should be raised with the compliance manager. Concerns should be reported by following the procedure set out in our Whistleblowing Policy.

11.

What to do if you are a victim of bribery or corruption

It is important that you tell the compliance manager as soon as possible if you are offered a bribe by a third-party, are asked to make one, suspect that this may happen in the future, or believe that you are a victim of another form of unlawful activity.

12.

Protection

12.1

Workers who refuse to accept or offer a bribe, or those who raise concerns or report another's wrongdoing, are sometimes worried about possible repercussions. We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.

12.2

We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place, or may take place in the future. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform the compliance manager immediately. If the matter is not remedied, and you are an employee, you should raise it formally using our Grievance Procedure.

13.

Training and communication

13.1

Training on this policy forms part of the induction process for all new workers. All existing workers will receive regular, relevant information on how to implement and adhere to this policy.

13.2

Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter.

14.

Who is responsible for the policy?

14.1

The board of directors has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it.

14.2

The compliance manager has primary and day-to-day responsibility for implementing this policy, and for monitoring its use and effectiveness. Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy, and are given adequate and regular training on it.

15.

Monitoring and review

15.1

The compliance manager will monitor the effectiveness and review the implementation of this policy on an annual basis, considering its suitability, adequacy and effectiveness. The policy will be re-circulated to all workers who will be required to re-certify their compliance. Any improvements identified will be made as soon as possible. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption.

15.2

All workers are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing.

15.3

Workers are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the compliance manager.

15.4

This policy does not form part of any employee's contract of employment and it may be amended at any time.

 

Sarah Cope, Chair
Date: 16 September 2019

 

Schedule 1

Potential risk scenarios: "red flags"

The following is a list of possible red flags that may arise during the course of you working for us and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only.

If you encounter any of these red flags while working for us, you must report them promptly to the compliance manager:

  1. you become aware that a third-party engages in, or has been accused of engaging in, improper business practices;
  2. you learn that a third-party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a "special relationship" with foreign government officials;
  3. a third-party insists on receiving a commission or fee payment before committing to sign up to a contract with us, or carrying out a government function or process for us;
  4. a third-party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;
  5. a third-party requests that payment is made to a country or geographic location different from where the third-party resides or conducts business;
  6. a third-party requests an unexpected additional fee or commission to "facilitate" a service;
  7. a third-party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;
  8. a third-party requests that a payment is made to "overlook" potential legal violations;
  9. a third-party requests that you provide employment or some other advantage to a friend or relative;
  10. you receive an invoice from a third-party that appears to be non-standard or customised;
  11. a third-party insists on the use of side letters or refuses to put terms agreed in writing;
  12. you notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided;
  13. a third-party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us; or
  14. you are offered an unusually generous gift or offered lavish hospitality by a third-party.

 

Compliance Officer

James Cane

 

Whistleblowing policy

1. Policy statement

1.1

We are committed to conducting our business with honesty and integrity, and we expect all staff to maintain high standards in accordance with our Code of Conduct. However, all organisations face the risk of things going wrong from time to time, or of unknowingly harbouring illegal or unethical conduct. A culture of openness and accountability is essential in order to prevent such situations occurring or to address them when they do occur.

1.2

The aims of this policy are:

  • To encourage staff to report suspected wrongdoing as soon as possible, in the knowledge that their concerns will be taken seriously and investigated as appropriate, and that their confidentiality will be respected.
  • To provide staff with guidance as to how to raise those concerns.
  • To reassure staff that they should be able to raise genuine concerns in good faith without fear of reprisals, even if they turn out to be mistaken.

1.3

This policy takes account of the Whistleblowing Arrangements Code of Practice issued by the British Standards Institute and Public Concern at Work.

1.4

This policy does not form part of any employee's contract of employment and it may be amended at any time.

2.

Who is covered by this policy?

This policy applies to all individuals working at all levels of the organisation, including senior managers, officers, directors, employees, consultants, contractors, trainees, homeworkers, part-time and fixed-term workers, casual and agency staff and volunteers (collectively referred to as staff in this policy).

3.

What is whistleblowing?

3.1

Whistleblowing is the disclosure of information which relates to suspected wrongdoing or dangers at work. This may include:

  • criminal activity;
  • miscarriages of justice;
  • danger to health and safety;
  • damage to the environment;
  • failure to comply with any legal obligation or regulatory requirements;
  • bribery;
  • financial fraud or mismanagement, including tax evasion;
  • negligence;
  • breach of our internal policies and procedures;
  • conduct likely to damage our reputation;
  • unauthorised disclosure of confidential information;
  • the deliberate concealment of any of the above matters.

3.2

A whistleblower is a person who raises a genuine concern in good faith relating to any of the above. If you have any genuine concerns related to suspected wrongdoing or danger affecting any of our activities (a whistleblowing concern), you should report it under this policy.

3.3

This policy should not be used for complaints relating to your own personal circumstances, such as the way you have been treated at work. In those cases, you should use the Grievance Procedure or Anti-harassment and Bullying Policy as appropriate.

3.4

If you are uncertain whether something is within the scope of this policy, you should seek advice from the Whistleblowing Officer, whose contact details are at the end of this policy.

4.

Raising a whistleblowing concern

4.1

We hope that, in many cases, you will be able to raise any concerns with your manager. You may tell them in person or put the matter in writing, if you prefer. They may be able to agree a way of resolving your concern quickly and effectively. In some cases, they may refer the matter to the Whistleblowing Officer.

4.2

However, where the matter is more serious, or you feel that your manager has not addressed your concern, or you prefer not to raise it with them for any reason, you should contact one of the following:

  • The Whistleblowing Officer
  • The compliance manager, if appropriate
  • The Chief Executive.

Contact details are set out at the end of this policy.

4.3

We will arrange a meeting with you as soon as possible to discuss your concern. You may bring a colleague or union representative to any meetings under this policy. Your companion must respect the confidentiality of your disclosure and any subsequent investigation.

4.4

We will take down a written summary of your concern and provide you with a copy after the meeting. We will also aim to give you an indication of how we propose to deal with the matter.

5.

Confidentiality

5.1

We hope that staff will feel able to voice whistleblowing concerns openly under this policy. However, if you want to raise your concern confidentially, we will make every effort to keep your identity secret. If it is necessary for anyone investigating your concern to know your identity, we will discuss this with you.

5.2

We do not encourage staff to make disclosures anonymously. Proper investigation may be more difficult or impossible if we cannot obtain further information from you. It is also more difficult to establish whether any allegations are credible and have been made in good faith. Whistleblowers who are concerned about possible reprisals if their identity is revealed should come forward to the Whistleblowing Officer, or one of the other contact points listed at the end of this document, and appropriate measures can then be taken to preserve confidentiality. If you are in any doubt, you can seek advice from Public Concern at Work, the independent whistleblowing charity, which offer a confidential helpline. Their contact details are at the end of this policy.

6.

External disclosures

6.1

The aim of this policy is to provide an internal mechanism for reporting, investigating and remedying any wrongdoing in the workplace. In most cases, you should not find it necessary to alert anyone externally.

6.2

The law recognises that, in some circumstances, it may be appropriate for you to report your concerns to an external body such as a regulator. It will very rarely, if ever, be appropriate to alert the media. We strongly encourage you to seek advice before reporting a concern to anyone external. The independent whistleblowing charity, Public Concern at Work, operates a confidential helpline. They also have a list of prescribed regulators for reporting certain types of concern. Their contact details are at the end of this policy.

6.3

Whistleblowing concerns usually relate to the conduct of our staff, but they may sometimes relate to the actions of a third-party, such as a customer, supplier or service provider, business partners, etc. The law allows you to raise a concern in good faith with a third-party, where you reasonably believe it relates mainly to their actions or something that is legally their responsibility. However, we encourage you to report such concerns internally first. You should contact your or one of the other individuals set out in at the end of this document for guidance.

7.

Investigation and outcome

7.1

Once you have raised a concern, we will carry out an initial assessment to determine the scope of any investigation. We will inform you of the outcome of our assessment. You may be required to attend additional meetings in order to provide further information.

7.2

In some cases, we may appoint an investigator or team of investigators, including staff with relevant experience of investigations or specialist knowledge of the subject matter. The investigator(s) may make recommendations for change to enable us to minimise the risk of future wrongdoing.

7.3

We will aim to keep you informed of the progress of the investigation and its likely timescale. However, sometimes the need for confidentiality may prevent us from giving you specific details of the investigation or any disciplinary action taken as a result. You should treat any information about the investigation as confidential.

7.4

If we conclude that a whistleblower has made false allegations maliciously, in bad faith or with a view to personal gain, the whistleblower will be subject to disciplinary action.

8.

If you are not satisfied

8.1

While we cannot always guarantee the outcome you are seeking, we will try to deal with your concern fairly and in an appropriate way. By using this policy, you can help us to achieve this.

8.2

If you are not happy with the way in which your concern has been handled, you can raise it with one of the other key contacts noted below. Alternatively, you may contact the chair of the board of directors. Contact details are set out at the end of this document.

9.

Protection and support for whistleblowers

9.1

It is understandable that whistleblowers are sometimes worried about possible repercussions. We aim to encourage openness and will support staff who raise genuine concerns in good faith under this policy, even if they turn out to be mistaken.

9.2

Staff must not suffer any detrimental treatment as a result of raising a concern in good faith. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform the Whistleblowing Officer immediately. If the matter is not remedied, you should raise it formally using our Grievance Procedure.

9.3

Staff must not threaten or retaliate against whistleblowers in any way. Anyone involved in such conduct will be subject to disciplinary action.

10.

Responsibility for the success of this policy

10.1

The board of directors has overall responsibility for this policy, and for reviewing the effectiveness of actions taken in response to concerns raised under this policy.

10.2

The Whistleblowing Officer has day-to-day operational responsibility for this policy and must ensure that all managers and other staff who may deal with concerns or investigations under this policy receive regular and appropriate training.

10.3

The Whistleblowing Officer, in conjunction with the board of directors, should review this policy from a legal and operational perspective at least once a year.

10.4

All staff are responsible for the success of this policy and should ensure that they use it to disclose any suspected danger or wrongdoing. Staff are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the Whistleblowing Officer.

11.

Contacts

Whistleblowing Officer

James Cane
E: [email protected]

Compliance Officer

James Cane

Chair of the board of directors

Sarah Cope

Public Concern at Work
(Independent whistleblowing charity)

Helpline: +44 20 3117 2520
E-mail: [email protected]
Website: www.pcaw.co.uk

 

Page last updated: 1 November 2019