Whistleblowing Policy

1. INTRODUCTION

It is important to the Company that any fraud, misconduct or wrongdoing is reported and properly dealt with. The Company therefore encourages all individuals to raise any concerns that they may have about the conduct of others in the business or the way in which the business is run. This policy sets out the way in which individuals may raise any concerns that they have and how those concerns will be dealt with.

This policy applies to all employees of the Company full time and part time employees on fixed term contracts and others performing functions in relation to the organisation, such as agency workers and contractors, are encouraged to use it. It is also available to use by any external third party or counterparty.

This policy and procedure is not contractual and the Company reserves the right to amend it should it, in its sole discretion, elect to do so.

2. PRINCIPLES

• Everyone should be aware of the importance of preventing and eliminating wrongdoing at work. Individuals should be watchful for illegal or unethical conduct and report anything of that nature that they become aware of.
• Any matter raised under this procedure will be investigated thoroughly, promptly and confidentially, and the outcome of the investigation reported back to the worker who raised the issue.
• No individual will be victimised for raising a matter under this policy. This means that the continued employment and opportunities for future promotion or training of the individual will not be prejudiced because he/she has raised a legitimate concern.
• Victimisation of a worker for raising a qualified disclosure will be a disciplinary offence.
• If misconduct is discovered as a result of any investigation under this procedure the organisation's disciplinary procedure will be used, in addition to any appropriate external measures.
• Maliciously making a false allegation is a disciplinary offence.
• An instruction to cover up wrongdoing is itself a disciplinary offence. If told not to raise or pursue any concern, even by a person in authority such as a manager, individuals should not agree to remain silent.

This procedure is for disclosures about matters other than a breach of an employee's own contract of employment. If an employee is concerned that his/her own contract has been, or is likely to be, broken, he/she should use the organisation's grievance procedure.

3. POLICY

The law provides protection for those who raise legitimate concerns about specified matters. These are called "qualifying disclosures". A qualifying disclosure is one made in the public interest by an individual who has a reasonable belief that:

• a criminal offence;
• a miscarriage of justice;
• an act creating risk to health and safety;
• financial fraud or mismanagement;
• an act causing damage to the environment;
• negligence;
• breaches of our internal policies and procedures;
• breaches of competition law or anti-competitive practices;
• a breach of any other legal obligation;
• conduct likely to damage Howden Group Holdings and/or any associated subsidiary company’s reputation;
• concealment of any of the above;

Is being, has been, or is likely to be, committed.

It is not necessary for the individual to have proof that such an act is being, has been, or is likely to be, committed - a reasonable belief is sufficient. The individual has no responsibility for investigating the matter - it is the Company’s responsibility to ensure that an investigation takes place.

4. PROCEDURE

4.1. Step One

In the first instance, and unless you reasonably believe your Line Manager to be involved in the wrongdoing, or if for any other reason you do not wish to approach your Line Manager, any concerns should be raised with your Line Manager. If you believe your Line Manager to be involved, or for any reason do not wish to approach your Line Manager, then you should proceed straight to Step Three.

4.2. Step Two

Your Line Manager will arrange an investigation into the matter (either by investigating the matter him/herself or immediately passing the issue to someone in a more senior position). The investigation may involve you and other individuals involved giving a written statement. Any investigation will be carried out in accordance with the principles set out above. Your statement will be taken into account, and you will be asked to comment on any additional evidence obtained. Your Line Manager (or the person who carried out the investigation) will then report to the board, which will take any necessary action, including reporting the matter to any appropriate government department or regulatory agency.

If disciplinary action is required, your Line Manager (or the person who carried out the investigation) will report the matter to Human Resources (HR) and instigate the disciplinary procedure. On conclusion of any investigation, you will be told the outcome and what the board has done, or proposes to do, about it. If no action is to be taken, the reason for this will be explained.

4.3. Step Three

If you are concerned that your Line Manager is involved in the wrongdoing, has failed to make a proper investigation or has failed to report the outcome of the investigations to the board, you should inform a senior member in Human Resources, who will arrange for another manager to review the investigation carried out, make any necessary enquiries and make their own report to the board as in Step Two above. Any approach to HR will be treated in the strictest confidence and your identity will not be disclosed without your prior consent.

4.4. Step Four

Where the matter is more serious, or you feel that your Line Manager or HR has not addressed your concern, or you prefer not to raise it with them for any reason, you should liaise with the independent confidential reporting line, Safecall. Safecall is a confidential reporting service where you can raise your concerns and be assured they will be fully addressed. Calls are handled by skilled staff and will be treated in complete confidence. A report of the call will be sent to Group General Counsel.

If you wish to remain anonymous, Safecall will not disclose your name. You can contact Safecall at any time on the Freephone numbers listed below.

The Safecall phone line is available 24/7 365 days a year. Alternatively, Safecall can be contacted via; Web: www.safecall.co.uk/report

Details of the Safecall service can also be found on Safecall posters in your workplace.

4.5 Step Five

If on conclusion of all of the above steps, you reasonably believe that the appropriate action has not been taken, you should report the matter to the proper authority. The legislation sets out a number of bodies to which qualifying disclosures may be made. In the UK, these include:

• HM Revenue & Customs;
• Financial Conduct Authority
• Competition and Markets Authority;
• Health and Safety Executive;
• Environment Agency;
• Independent Police Complaints Commission;
• Serious Fraud Office.