WhistleBlowing Policy.
1. INTRODUCTION
In line with the Securities and Exchange Commission’s (“SEC”) effort to encourage capital market operators to blow the whistle on any suspected wrongdoing in market operations, this policy has been designed to ensure that all cases of suspected wrongdoing within Cordros are reported and managed in a timely and appropriate manner.
An employee who suspects a possible wrongdoing within the organization, such as an improper, unethical or inappropriate activity, has both a legal and moral responsibility to report such activity to the appropriate authority.
2. PURPOSE
The purpose of this policy is to:
a. Encourage employees to report activities they suspect may involve any improper, unethical or inappropriate conduct without fear of victimization or stigmatization;
b. Assist management in effectively identifying all improper, unethical or inappropriate behavior at all levels of the organization;
c. Provide clear procedures for the reporting of such improper, unethical or inappropriate behavior;
d. Ensure that all disclosures are managed in a timely, consistent and professional manner;
e. Provide assurance to all employees that all disclosures will be taken seriously, treated as confidential and managed without fear of retaliation.
3. APPLICATION
This policy applies to all employees of Cordros and their dealings with regulators, vendors, clients, related third parties or any party who deals directly or indirectly with Cordros.
4. WHO IS A WHISTLEBLOWER?
A whistleblower is any person who reports an activity that he/she considers illegal, dishonest or inappropriate. The whistleblower is not responsible for investigating the activity or determining corrective measures for addressing such activity; designated officials have been appointed to handle these responsibilities.
5. WHISTLE BLOWING
This is the disclosure of information which relates to suspected wrongdoing within the office premises. A disclosure may be made when a reporting party reasonably believes that making such disclosure will be in the best interest of the company and its related parties. This policy encourages disclosures which affect or border on any of the following:
a. Fraudulent or illegal activities;
b. Failure to comply with a legal obligation, statutory duty or requirement or administrative requirement, including breach of the company’s Code of Ethics;
c. Health and safety of any individual;
d. Reputation of the company;
e. Misuse of company or client’s assets;
f. Conflict of interest;
g. Insider trading, churning or front running;
h. A deliberate concealment of information that will aid in disclosing any of the above.
6. REPORTING
Reporting In Good Faith
If an employee makes an allegation in good faith, but it is not confirmed after investigation, no action will be taken against such employee. However, if an employee makes an allegation, which upon proper investigation, is found to be malicious or intended to cause anger, tension or distress; disciplinary action will be taken against such employee.
Reporting Line
As soon as an employee becomes aware of any suspected wrongdoing, the employee should notify any or all of the following officers:
1. Chief Risk Officer;
2. Chief Compliance Officer; or
3. Managing Director;
However, in situations where the employee feels uncomfortable approaching any of the selected officers, an anonymous email clearly stating the employee’s concerns can be sent to [email protected]
Reporting suspected violations
An employee’s concerns may be communicated via email, orally or may be hand-written, and where possible the following information should be included:
- A brief summary of the suspected wrongdoing;
- Details, to the best of the employee’s knowledge, about when, where and how it occurred;
- The names of those suspected of being involved (both within and outside the company);
- The names of anyone who may have relevant information;
- Details of how the reporting party came to know about the suspected activity;
- The names of anyone the employee may have previously discussed or reported this incident to;
An employee will not be expected to prove the wrongdoing that he/she has witnessed and reported. The employee’s name and details will be kept confidential as far as is reasonably practicable.
Report on allegations of Fraud
Fraud refers to any wrongful or criminal deception intended to result in financial or personal gain. It includes theft or misappropriation of money or property belonging to the company. Any actual or suspected incident of fraud should be reported without delay to the Chief Risk Officer who must then immediately notify the Managing Director and the Chief Financial Officer. In cases involving suspected fraud, the Chief Risk Officer will oversee the initial fact-finding investigation to determine the evidence available and decide if external advice is required.
Once a fraud claim has been verified, the Chief Risk Officer will prepare a confidential report which will include the following:
- Estimate of losses;
- Strategy for recovery of losses;
- A summary of the resources needed for a thorough investigation;
- Actions to be taken to prevent and detect similar incidents; and
- Recommendations on system design to reduce the risk of reoccurrence.
All parties involved in the investigation will then decide the appropriate course of action and whether further investigation will be necessary.
7. ANONYMITY
Disclosures made under this policy may involve highly confidential and sensitive issues; hence, employees are allowed to make anonymous disclosures. Where this is the case, the designated officials will carry out a thorough investigation to determine the authenticity of the report, although a thorough investigation may be impeded if the officials cannot obtain further information from the reporting individual.
8. ACTIONS TO BE TAKEN
Any of the designated officers contacted will acknowledge receipt of an employee’s claim within three (3) working days and set up a meeting with the employee (if identity is disclosed) to further discuss the employee’s claim. Depending on the sensitivity of the matter reported, an employee who is called for such meeting may be permitted to attend the meeting with a work colleague (another employee within the company), a member of a recognized Trade Union Representative or a Qualified Legal Professional.
Details of the meeting and subsequent investigation will be kept confidential.
9. INVESTIGATION
All investigations carried out under this policy will be conducted in accordance with relevant laws and regulations. The employee will be regularly informed of the progress of these investigations and any action to be taken. The purpose of an investigation will be to:
- Establish if a wrongdoing has occurred, and if so to what extent;
- Minimize the risk of further wrongdoing;
- Prevent any loss of assets, damage to the company’s reputation and to protect all sources of evidence.
Investigations will be handled promptly and fairly. As far as practicable, all investigations will be managed internally. However, an external investigator or investigating team may be appointed to handle the investigation depending on the sensitivity of each case.
10. PENALTIES
In addition to the penalties imposed by an investigating panel, any person found to be involved in any wrongdoing stands the risk of having his employment terminated under the company’s code of ethics policy and employee staff handbook (in the case of an employee) or may have their contract summarily terminated (in the case of vendors, casual or temporary staff and contractors).
Where it is believed that criminal activity has taken place, the matter will be reported to the police and appropriate legal action taken.
If an employee is not satisfied with the investigation or its conclusion, the employee should write directly to the Company Secretary detailing his/her concerns.
11. EMPLOYEE PROTECTION
Cordros undertakes that no employee who makes a report under this policy in good faith will be subjected to any form of stigmatization for coming forward, regardless of whether or not the concern is ultimately validated.
In the event that an employee believes that he/she is being victimized or subjected to any stigmatization by any person within the company as a result of reporting a concern or assisting the company in any investigation under this policy, the employee must formally notify the Chief Compliance Officer or the Chief Risk Officer immediately and appropriate action will be taken to protect them from any reprisal.
If during the course of the investigation it is discovered that the matter has not been reported in good faith, the employee who reported will be subjected to disciplinary actions.
12. DATA PROTECTION AND PRIVACY
All information will be treated in strict confidence as far as reasonably practicable. There may be circumstances whereby, due to the nature of the allegation, it will be necessary to disclose the information given by the reporting employee. In such a situation, effort will be made to inform the employee before the disclosure is made.
If it is necessary for the reporting employee to be involved in an investigation the fact that the employee made the original disclosure will, so far as reasonably practicable, be kept confidential and all reasonable steps will be taken to protect the employee.
13. ENFORCEMENT AND IMPLEMENTATION
The Compliance unit shall be responsible for the effective implementation of this policy.
14. POLICY REVIEW
This policy is to be reviewed every two years or as often as may be required to accommodate statutory or regulatory changes. The Compliance department is responsible for maintaining a register of policy review dates, coordinating the policy reviews and establishing the process for reviews.