WHISTLEBLOWING POLICY

August 2023

INTRODUCTION

RSS Global Limited (the “Company”) seeks to conduct its business honestly and with integrity at all times. However, we acknowledge that all organisations face the risk of their activities going wrong from time to time, or of unknowingly harbouring malpractice including corruption, unsafe practices and other misconduct. We have a duty to take appropriate measures to identify such situations and attempt to remedy them. By encouraging a culture of openness and accountability within the organisation, we believe that we can help prevent such situations occurring.

We expect all employees to maintain high standards and to report any wrongdoing that falls short of these fundamental principles. The aim of this policy is to ensure that our employees 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.

SCOPE

The policy covers all employees who are working under a contract of service with the Company as well as former and current workers, agents / contractors working on behalf of the Company referred to as “employees”, board members including non-executives, volunteers, trainees and job applicants. It applies when an individual has reasonable grounds to believe that malpractice has occurred, is occurring or is likely to occur in connection with the Company and are reporting in accordance with the internal channels.

PURPOSE

The purpose of this policy is to provide a rapid mechanism under which genuine concerns can be raised without fear of adverse consequences for the individual and any third party helping the Discloser to report at work. The individual making a disclosure will be referred to as the Discloser throughout this document.

KEY PRINCIPLES

• The Company is committed to the highest standards of openness, probity and accountability.

• The Company will fully observe the provisions of the Public Interest Disclosure Act 1998 (the “Act”). This policy also takes into account the requirements of the European Union’s Whistleblowing Directive which came into effect in December 2021

• Any disclosure about suspected malpractice may be made, initially, to a member of the Standards Committee or the nominated service provider as set out below.

• Any disclosure to a member of the Standards Committee under this procedure should, as far as is practicable, be in writing.

• The Discloser should provide as much supporting written or other evidence as possible about the disclosure and the grounds for the belief of malpractice.

• The Company will treat all disclosures under this Policy in a sensitive and, as far as possible under this Policy, confidential manner.

• The Company will acknowledge a disclosure within seven (7) days of receipt and feedback within three (3) months of the acknowledgement, where contact details are provided.

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• The Discloser may at any time disclose the matter on a confidential basis to a professionally qualified lawyer for the purpose of taking legal advice.

• If an investigation under this procedure concludes that a disclosure has been made maliciously, vexatiously, in bad faith or with a view to personal gain, the Discloser may be subject to disciplinary action.

• Any employee of the Company who hinders reporting or any investigation, or takes action against the Discloser as a result of the disclosure, may be subject to disciplinary action by the Company which may include summary dismissal. All employees are required to fully co-operate with any investigation under this policy.

• An employee is protected in law against being dismissed or penalised by their employer if they publicly disclose information that falls into one of the categories known as “qualifying disclosures” and that information is disclosed in a manner that is permitted in the Act.

• This policy is distinct from any of the Company’s Grievance procedures. If an employee has a complaint relating to their personal circumstances in the workplace, the appropriate grievance procedure should be used. Additionally, this Policy may not be used to obtain a rehearing of matters that have already been addressed under other Company procedures such as grievance or disciplinary procedures.

A QUALIFYING DISCLOSURE

Qualifying disclosures are when the Discloser reasonably believes:

• that a criminal offence has been committed, is being committed or is likely to be committed;

• that a person has failed, is failing or is likely to fail to comply with any legal obligation to which they are subject; • that a miscarriage of justice has occurred, is occurring or is likely to occur;

• that the health or safety of any individual has been, is being or is likely to be endangered;

• that the environment has been, is being or is likely to be damaged; or

• that information tending to show any matter falling within any one of the preceding paragraphs has been, is being or is likely to be deliberately concealed.

The belief need not be correct – it might be discovered subsequently that the Discloser was in fact wrong – but the Discloser must show that they held the genuine belief, that it was a reasonable belief in the circumstances at the time of disclosure and that the qualifying disclosure was made in the public interest and in good faith.

PROCEDURE

Reporting

We would always recommend that in the first instance you raise any concern with your local management team. However, if you do not feel comfortable doing this you can raise the matter in accordance with the reporting procedure which is as follows. Any disclosure may be made to a member of the Standards Committee or by phone to the RSS Group Confidential Disclosure facility provided by an external, independent specialist, SafeCall, on:

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Country	Telephone Number
Australia	1 800 312928
Ireland	1 800 812 740
New Zealand	00 800 900 44036
UK	0800 915 1571

at any time, 24 hours a day, 7 days a week or via the web at www.safecall.co.uk/report

When contacting SafeCall, you will be put in touch with someone who is trained to receive disclosures about concerns in the workplace. We assure you, that calls received by SafeCall will be treated confidentially and will not be tape recorded. Should you wish, SafeCall will maintain your anonymity.

It is preferable for whistleblowers to reveal their identity to SafeCall, who will only pass it on to the Standards Committee should you give their permission for your identity to be disclosed. They will collect all the information you wish to disclose and make the disclosure on your behalf, taking measures to preserve confidentiality if necessary. If appropriate, SafeCall will continue to liaise with you and feedback any resolution.

If you do not want to contact Safecall you can report your concern directly to a member of the Standards Committee, who will require similar information to Safecall in order to progress.

Investigation

We regret that we cannot guarantee to investigate all anonymous allegations.

After receiving the initial ‘disclosure’, the Standards Committee will, or will nominate a senior member of staff to, investigate the allegation in accordance with the process detailed in the grievance procedure applicable to the Discloser. An acknowledgement will be provided within seven (7) days of the initial ‘disclosure’ for those Disclosers who are not anonymous.

Where a grievance procedure is not applicable to the Disclosure, the Standards Committee or nominated senior member will hold a confidential interview with the Discloser (the “Investigator”). The purpose of this interview is to obtain as much information as possible about the grounds that support the believed malpractice and to consult with the Discloser about further steps which could be taken. 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.

The Discloser will have the right to be accompanied by a work colleague at the interview. The companion of the Discloser will be asked to respect the confidentiality of the qualifying disclosure and any subsequent investigation. In addition a note taker may accompany the member of the Standards Committee.

Further interviews with other relevant people, gathering of information or more enquiries may take place in order that the allegation can be properly investigated and assessed by the Investigator.

If in the opinion of the Standards Committee the matter raised is not a whistleblowing matter within the meaning of the Act, they may either:

(a) notify the Discloser and no further action will be taken and the matter closed;

(b) appoint an Investigator and ask for them to report back to the Standards Committee; or

(c) request the matter is handled outside of this policy and in line with the relevant policies and procedures regarding grievances and/or complaints (as applicable).

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Recommendations After considering the information provided, the Investigator will recommend to the Standards Committee what further steps should be taken, if any. The following list is not exhaustive, but these may include one or more of the following:

• that the matter should be reported to the police or other appropriate public authority;

• that the matter should be investigated, either internally by the Company or by some other external Investigator appointed by the Company;

• proposed actions which may need to be taken as a result of the disclosure or outcome of the investigation including amendments to policies and procedures, further training or implementing any “lessons learnt” as a result of the disclosure;

• that an employee should be given the opportunity to seek redress in connection with the disclosure through the Company’s Grievance procedures.

The grounds on which the member of the Investigator may recommend that no further action by the Company should be taken are as follows:

• there are no grounds to the complaint;

• that the Discloser has not demonstrated a reasonable basis for alleging that malpractice within the meaning of this procedure has occurred, is occurring or is likely to occur;

• that the Investigator is satisfied that the Discloser has not acted in good faith;

• that the matter concerned is already the subject of legal proceedings, or has already been referred to the police or other public authority;

• that the matter is already (or has already been) the subject of proceedings under one of the Company’s other procedures relating to staff.

An individual nominated by the Standards Committee, will take all steps necessary to ensure that the decisions of the Standards Committee are implemented including any internal actions or sharing of lessons learnt, except in instances when in their opinion there are good reasons for not doing so. In such circumstances that decision, together with the reasons to support it, will be notified in writing to the Company CEO as soon as practicable.

Conclusion

Once the further steps (if any) to be taken have been agreed, the Discloser will be notified of the outcome and the reasons behind it within three (3) months from the date of the acknowledgement of the disclosure subject to them having provided contact details.

If, having followed the above procedure, the Discloser is not satisfied with either the decision reached or the associated outcome, they may raise the matter concerned on a confidential basis directly with the Company CEO.

THE DISCLOSER

The Company will treat all disclosures under this Policy in a confidential and sensitive manner. Any report or recommendations will not identify the Discloser unless written consent is given or unless there are grounds to believe that the Discloser has acted maliciously.

In the absence of such consent or grounds, the member of the Standards Committee will not reveal the identity of the Discloser, other than to the Investigator, under this procedure unless:

• where the member of the Standards Committee is under a legal obligation to do so; or

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• where the information is already in the public domain; or

• on a strictly confidential basis to the member of the Standards Committee’s secretary; or

• on a strictly confidential basis to a professionally qualified lawyer for the purpose of obtaining legal advice.

NAMED INDIVIDUAL

Whenever an allegation is made as part of this procedure against a named individual, that person will be told of the allegation and of the evidence supporting it, and will be allowed to respond before any investigation, or further action, is concluded. The point at which the individual is informed will depend on the nature of the case.

SAFEGUARDS

Any documentation (including computer files and discs) kept by the Investigator or member of the Standards Committee relating to the matter will be kept secure. As far as practicable, only the Investigator and members of the Standards Committee and their administrative assistant and any legal adviser shall have access to it.

The Discloser will not be required by the Company, without his or her consent, to participate in any further enquiry or investigation into the related matter. Participation at this later stage will usually be required to be on an open rather than a confidential basis, although the obligations under this procedure will remain in relation to the identity of the original Discloser of information. This principle does not apply if there are grounds to believe that the Discloser may have been involved in misconduct or malpractice.

The Company will not (and it will use all reasonable endeavours to ensure that its employees do not) subject the Discloser to any detriment, on the grounds of the disclosure of information under this procedure. The individual should report any complaints of such treatment to a member of the Standards Committee. If they request the member of the Standards Committee to take action in relation to such complaints, the Discloser may be asked for written consent to reveal their identity for the purposes of any such action.

REPORTS

The Standards Committee will be notified of all qualifying disclosures promptly and the outcome of any investigation. An annual report on whistleblowing activity will be provided to the Standards Committee in the first quarter of each calendar year. Where applicable a nil report will be provided.

QUESTIONS?

Standards Committee Members

Group CEO – Chair

Group Chief Financial Officer

If members of the Standards Committee are alleged to be involved in a whistleblowing incident then other members of the Board of Directors of RSS Group Limited or it’s parent company may substitute for committee members.

If you have any concern regarding this document either speak to your manager or contact RSS Global Legal at legal@rssglobal.com