O:GLEIF, Protecting digta st Whistleblowing Policy GLEIF Public ‘ \ Version 1.0
2020-02-05
Table of Contents A O 1 [T o= U | O R ¥ o o o 1 OO TP PPPPPPRPPPPPPRY - A Yo ] o 1= OO TP PPPPPPPPPPPPPRY - 1.3 DefinitioNS .cuviiiiei i ssaareee s s s saannneeeeesnnnns B P A o [T o PR . | 2.1 What is Whistleblowing? ........ccooiiiiiiiiiiiiieceee e nee e & 2.2 What types of concerns can be raised by whistleblowers? .........ccccccceievviiieennn. 5 2.3 CoNFIAENTIAlItY .eveeeeeeiiiieee e e D 2.4 How toraise a concerninternally ......cccccoevviieiiiiiiiiiiie e sreae e e ens © Bt ) =T o Nt PO PP PP PP RNRUPPPPPPPPPPRPRY B A =] o 07 AN o1 B e ) =T o I F O OO UP O PP P PP PP RNRUPPPPPPPPPPRORY 2.5 How toraise a concern externally.......ccccoovviieiiiiiiiiiiiee e seeee e e ens © 2.6 What happens NEXTE......eiiiiiiiiiiieeeeciiee et ee e seee e e srareeeessssbabeeesessaasnsaeesssns O 2.7 Support for WhistlebloOWErs.........covviiiiiiiiiiie et seeae e ees © 2.8 REPOITS ittt ettt e e ee e e e ee e rere et s eeeeeeeeeeeaeeessenennenn T 2.9 Supporting Policies and ProCedUIES.........cccvueveeiiiniiiieeieeeiiiieeeeesssiiieeesessinnneeessnns 1 3 Implementation Responsibilities.....ccccccceereeiiuniireiirenciencerencrencceenceenceeees 7 T SN = i {=Tot V=T D T | Y J @ Whistleblowing Policy Page 2 of 7 GLEIF GLEIF Public Version 1.0 2020-01-24_whistleblowingpolicy_v1.0-final-approved 5 February 2020
_ Governance Committee (Level 1) and CEO (Level 2) About this policy This document describes the Whistleblowing Policy. The Policy relates to the encouragement of the GLEIF Board Directors and Secretary of the Board to report suspect wrongdoing as soon as possible in the knowledge that their concerns will be taken seriously and investigated as appropriate and their confidentiality will be respected. Change History This section records the history of all changes to this document. 2020-02-05 1.0 Whistleblowing Policy GLEIF Where changes are made for clarity and reading ease only and no change is made to the meaning or intention of this document, the version number will be increased by 0.1. Where significant changes are made to this document, the version number will be incremented by 1.0. Whistleblowing Policy Page 3 of 7 GLEIF GLEIF Public Version 1.0 2020-01-24_whistleblowingpolicy_v1.0-final-approved 5 February 2020
1 Overview 1.1 Purpose This Policy describes the Whistleblowing process mentioned in GLEIF’s Compliance Policy in detail. 1.2 Scope The Policy applies to everyone who carries out work for GLEIF, including: ¢ Board Members o Board Secretary « CEO o All employees ¢ Local Operating Units (LOUs) o Registration Agents e Contractors e Consultants o Secondees from third parties o Trainees 1.3 Definitions GLEIF is committed to conduct its business with honesty and integrity, and expects all staff to maintain high standards in accordance with its policies and procedures. However, all organizations 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 occur. 2 Policy 2.1 What is whistleblowing? Whistleblowing is the disclosure of information which relates to suspected wrongdoing. If an employee sees or find out about something and thinks it is wrong at GLEIF she or he should report it. The employee should go first to its line-manager or any other senior person. If she or he cannot or do not wish to do this for any reason this whistleblowing policy should be followed. Raising concerns about wrongdoing can be one of the most difficult and challenging things to doin a work environment. Under this policy an employee may come forward with legitimate concerns without fear of being blamed or suffering any disadvantage for doing so. Whistleblowing Policy Page 4 of 7 GLEIF GLEIF Public Version 1.0 2020-01-24_whistleblowingpolicy_v1.0-final-approved 5 February 2020
2.2 What types of concerns can be raised by whistleblowers? The law provides protection for employees who reasonably believe that they are acting in the public interest and where the disclosure falls into one of more of the following categories: o Acriminal offence that has, is being, or is likely to be committed e Unauthorised or inappropriate disclosure, misuse or loss of confidential, personal and / or sensitive information e A miscarriage of justice o Risk or damage to the environment o Adanger to the health and safety of employees or others o Attempts to suppress or hide information relating to wrongdoing. The concern can be about an incident that happened in the past, is happening now or that the employee believes is likely in the future. It is immaterial whether the information is confidential and whether the incident occurred, occurs or would occur in Germany and whether the law applying to it is that of Germany or any other country or territory. As long as the employee holds a reasonable belief that the information is true then she or he will be covered by the protection set out in this policy regardless of whether she or he is mistaken or the matter cannot be proved. Whistleblowing does not cover concerns where there is no public interest element such as a concern about the own employment or related matters. Those concerns should be raised with the HR Manager. 2.3 Confidentiality It is possible for an employee to raise its claim anonymously if she or he wishes to do so. However, this may mean that it is difficult to investigate fully if the employee hasn’t provided GLEIF with enough information. GLEIF assures that it will not tolerate any harassment or victimisation of staff and would encourage the employee to provide its name so GLEIF can fully investigate the matter. Employee may ask for confidentiality when doing so and GLEIF will respect this. If an employee asks for confidentiality GLEIF will make every effort to protect employee’s identity unless required to disclose it by law. If it becomes clear that GLEIF is unable to resolve the issue without revealing employee’s identity GLEIF will discuss this with the employee, taking into account employee’s views and GLEIF’s wider legal obligations before deciding whether or not to proceed with the investigation. Whistleblowing Policy Page 5 of 7 GLEIF GLEIF Public Version 1.0 2020-01-24_whistleblowingpolicy_v1.0-final-approved 5 February 2020
2.4 How to raise a concern internally 241 Stepl Where possible the employee should raise any matter of concern, serious or otherwise with its Department Head. This may be done either verbally or in writing. 2.4.2 Step2 If the employee feels unable, for whatever reason, to raise the matter with its Department Head, she or he may go to the Chief Compliance Officer. 243 Step3 If these steps have been followed and the employee still feel to have concerns, or that they have not been addressed, or that she or he cannot discuss the matter with any of the above then the CEOQ, the Chairman of the Board or the Chair of the Governance Committee should be contacted. When raising the concern, it is helpful to provide an explanation with as much detail as possible including dates and times of incidents, any eye witness details and any supporting documents that the employee has. 2.5 How to raise a concern externally Where attempts to raise matters internally have been unsuccessful or, exceptionally, the employee feel the concerns cannot be raised internally, she or he may consider raising the matter with the relevant regulatory authority. 2.6 What happens next The person who the employee raised the concern to o will listen to and consider the concern in full and determine whether any action is needed. This may mean reporting it to a more senior member of staff or to the Governance Committee o will try to keep the employee informed about the actions that were taken in relation to the concern including a proposal how to deal with the matter, whether further assistance is needed from the employee, any action that is taken and the outcome of the investigation o eventually may not be able to provide the employee with much detail where there’s a duty to keep the confidence of other people. 2.7 Support for whistleblowers Whistleblowing may be very difficult. GLEIF will take every step to ensure that whistleblowers are protected and supported internally. However, GLEIF recognizes that people may feel more comfortable seeking external support in this situation. If so, GLEIF would encourage whistleblowers to contact Thomas Sprecher at NKF law office thomas.sprecher@nkf.ch or +41 58 800 80 00. Whistleblowing Policy Page 6 of 7 GLEIF GLEIF Public Version 1.0 2020-01-24_whistleblowingpolicy_v1.0-final-approved 5 February 2020
2.8 Reports The Chief Compliance Officer will annually inform CEO, Board of Directors and the external auditors about concerns raised under this Whistlebowing Policy and measures adopted to treat potential misconducts. 2.9 Supporting Policies and Procedures Separate policies, processes, procedures and guidelines designed to support, and achieve compliance with this policy shall be developed, as appropriate, by GLEIF. The following RELATED DOCUMENTS table will be maintained and updated accordingly. Whistleblowing Policy Board Policy Record Retention Period: 10 years or local legal requirements whichever is greater 3 Implementation Responsibilities The Governance Committee is responsible for the implementation of this policy and related procedures as described. 4 Effective Date This Policy shall enter into force with its publication. Whistleblowing Policy Page 7 of 7 GLEIF GLEIF Public Version 1.0 2020-01-24_whistleblowingpolicy_v1.0-final-approved 5 February 2020