Whistleblowing Policy
Introduction
Sago attaches great importance to compliance with regulations and ethical standards in the conduct of business. All employees are responsible for upholding the ethics of the Group, regardless of status (employees under permanent or fixed-term contracts, temporary workers, trainees, managers, etc.). These ethics must be reflected not only internally, but also externally in relationships with third parties (clients, vendors, consultants, etc.)
The roles within Sago's Whistleblowing Program include the following:
Group Level Referents: Have access to all reports of all sub-entities
Main Referents on One or Several Entities: Have access to all the reports of his/her entity(ies)
Specific Referents on One or Several Entities: Have access to the reports of the categories assigned to him/her on his/her entity(ies)
Case Managers: Can be the main or the specific referents. They investigate the reports assigned to them. They interview Reporters and use the information gained to conduct internal and external investigations, the findings of which are summarized in a final report to management. This report will include a factual description of the offence(s) as well as a suggested course of action.
Reporters: Those who reports a misconduct that happened in Sago using the whistleblowing platform. They can be employees (former or actual, interns or temporary…), contractors, consultants, service providers, suppliers, clients, and business partners.
The Party Implicated: Individuals who are complained of.
Section 1: Our Purpose
1.1 Our Goals & Commitment
The goal of Sago’s Whistleblowing Policy is to clearly and objectively define our system of response to reports of behavior that contradicts the values and ethics of the Group. The purpose of this document is to express transparently to all employees that they are encouraged to report such behavior and will be protected in doing so. The policy will also provide a comprehensive explanation of how Reporters may make a report and what the Group’s procedure is once as a report has been made.
Sago is committed to protecting Reporters’ rights to anonymity and protection from retaliation. For this reason, we have developed a secure platform on which reports may be submitted without compromising the protection of data in collection, processing, or storage.
1.2 Who Can Report?
Among those who are eligible to report are:
· Employees (former or actual, interns, and temporary employees)
· Contractors, consultants, service providers, suppliers, clients, and business partners
Reporters are required to act in good faith, meaning that the information they disclose must be fair, accurate, and motivated by a commitment to the Group’s ethical standards above all else. The facts that a Reporter submits in a report should be directly witnessed by or directly reported to them. Reporters are responsible for contacting their Case Manager if they realize any errors were made in the making of their report. Reporters are not permitted to receive financial compensation for making a report and doing so many lead to disciplinary sanctions.
Other grossly negligent or abusive behaviors that may lead to sanctions include:
· Obstructing, by action or inaction, a report or its handling
· Refusing to comply with the strict confidentiality obligations related to receiving or handling a report
· Being involved with any retaliatory acts or threats
This policy applies to all of Sago’s businesses, divisions, and offices. It also applies across all jurisdictions where we operate. If local legislation, regulation, or laws provide a higher level of protection than what is included in this policy, the local legislation will take precedence.
1.3 What Conduct Should be Reported?
Witnessed criminal behavior that mandates a report includes, but is not limited to:
· Criminal activity
· Serious violations of the law or other regulations
· Actions with the potential to threaten or harm public interest (including threats to public health, safety, or the environment, among others)
· Potential or actual serious violations of human rights or fundamental freedoms
Section 2: Making a Report
2.1 What Options do Reporters have?
Those who are eligible to report may use Sago’s secure whistleblowing platform. However, the use of the our whistleblowing platform is not mandatory, and Reporters are welcome to raise concerns using other internal channels like employee representative bodies or HR if they prefer to do so. However, it is not guaranteed that complaints made outside of the whistleblowing platform will be processed using the same procedure as is expressed in this policy.
2.2 Right to Remain Anonymous
The Group’s secured whistleblowing platform allows for the submission of fully anonymous reports. Although reports made anonymously are significantly more difficult, the Group will respect the Reporters’ decision and take all possible measures to protect their identity. Reporters may choose to conceal their identity at any point throughout their case – whether this be while making a report, while interacting with Case Managers during an investigation, or following the conclusion of a case. Doing so is entirely their choice, and the Group will never require a Reporter to reveal their identity. The Group will take all steps necessary to ensure that anonymous Reporters do not suffer any retaliation.
In the case of an anonymous report, the assessment of its admissibility and the appropriateness of its circulation within the present system requires that the seriousness of the facts mentioned are established and the factual elements are sufficiently detailed. The treatment of this alert will be surrounded by particular precautions, such as prior examination by the first addressee, of the appropriateness of its diffusion within the framework of the system.
2.3 The Investigative Process within the Whistleblowing Platform
Sago’s whistleblowing procedure is as follows:
1. Reporters access the platform via Internet, select their language, and click on “make a report”
2. Reporters will be required to confirm the privacy notice.
Reporters should submit a detailed and objective description of their concern, including all facts, when and how they became aware of the matter, and any relevant information or documents they have access to. They should designate which facts, if any, they are uncertain of. Reporters should also indicate how they wish to be contacted if they wish to remain anonymous and if, to their knowledge, internal or legal proceedings (including grievance, arbitration, injunction, mediation, and complaint) are impending or ongoing. If internal or legal proceedings (or equivalent) are impending or ongoing, in principle the report is not admissible, and its handling will be suspended or terminated. The Group, however, reserves the right to investigate regardless and take remedial action if necessary.
3. A confidential code will be displayed after sending the report which is to be used for the handling of the case. This code must be carefully safeguarded by the Reporter. If they lose the code, they lose their possibility to access their report and to exchange confidentially with the Case Manager.
4. The report will be transmitted via the outsourced alert platform to the Main referent. Reporters will be informed of the receipt of their report and the expected time necessary to examine its admissibility within 7 working days.
5. The examination of the admissibility of the report aims to ascertain if it qualifies as an acceptable report under the present policy. A preliminary analysis of the report or gathering of information may be carried out before ruling on its admissibility. Reporters may be asked to provide further information.
6. Reporters will be informed if their report is admissible. If this is the case, they can communicate confidentially through the platform.
7. Reports will be informed if their report is not admissible because it falls outside of the scope of the present Whistleblowing Policy. Where possible, Reporters will also be advised on possible alternate avenues to address the concern.
2.4 Who is Alerted to a Report?
Reports are directly addressed by the Main Referents to the Case Managers, ensuring that cases are handled in accordance with this policy and any applicable legislation. Cases will be handled neutrally, without any bias towards the parties involved.
The Parties Implicated by a report will be informed of the nature of the allegations against them and of the name of the person handling the report. This information may not be provided immediately.
If necessary, the Case Manager can specifically designate one or several persons locally responsible for the handling of the investigation or the enquiry. All cooperation made by a person appointed is strictly confidential and must be treated accordingly. The Case Manager supervises the processing of these reports. The Reporter must provide upon request, without delay or restriction, all information and documents to the persons handling a report.
2.5 Use of Third Parties
Sago uses a third party whistleblowing platform, BeSignal, to ensure Reporters’ identities are protected. This platform allows for two-way, anonymous communication and offers case management and data protection features.
2.6 Communication with the Reporter
Reporters will be updated regarding the progress of the ongoing investigations. They will also be informed of a formal and reasoned decision upon the conclusion of an investigation.
The Reporters and the Parties Implicated by the report will be informed when the handling of the report is concluded. To the extent possible, Reporters will be informed of the case’s conclusions. In certain cases, legal requirements or confidentiality agreements may prevent the sharing of specific information.
Section 3: Reporters’ Protection
3.1 Confidentiality
Authorized persons and persons handling reports are bound by a strict confidentiality obligation. Any information that may reveal the identification of the Reporter cannot be divulged, except to the legal authorities, without their consent. If their anonymity makes it impossible to handle the report, the reporter will be informed.
The identity of the Reporter, the subject matter of the report, and the identity of the persons implicated by the report can only be shared by the referents, authorized persons, or the persons handling the report to employees or third parties with which they have recourse in order to handle the report or to take appropriate measures. Those persons are also bound by a strict confidentiality obligation.
The Reporter, along with the parties implicated by the report and all persons who participate in its handling, are also bound by a strict confidentiality obligation. Subject to document retention requirements of local legislation, the elements of the report will be anonymized without delay if the alert is considered to be outside the scope of the system. When no action is taken on an alert that falls within the scope of the system, the data relating to this alert will be anonymized within two months of the end of the verification operations. When disciplinary or litigation proceedings are initiated against a respondent or the author of an abusive alert, the data relating to the alert may be kept until the end of the proceedings or the time limit for appeals against the decision.
3.2 Data Privacy
A report may contain personal information about the Reporter and, where applicable, other parties involved. Sago, as the holding company, is responsible for collecting and processing such personal information in accordance with local regulations.
Before making a report, a Reporter must read and agree with the privacy notice, explaining the personal information that may be collected and processed, the purpose of the processing, which information may be transferred to who, the data retention period, and GDPR rights for EU reporters.
3.3 Non-Retaliation
A Reporter might be concerned that staff, management, or the organization might retaliate against them. In this case, Sago will protect the Reporter from:
· Being terminated or having their employment ceased;
· Performance management;
· Harassment on the job or workplace bullying;
· Discrimination;
· Any other action that can be perceived as retaliation for making a report
In cases of considered retaliation (near or imminent, or already been retaliated against), the reporter should contact the Chief Talent & Integration Officer Corp Finance and they will take the action they feel is appropriate as well as come up with recommendations for how the situation can be resolved. Potential steps to protect the Reporter from a considered risk of retaliation can include:
· The Reporter taking leave
· The Reporter being reassigned to other duties
· The Reporter being reassigned to another location
If the Reporter feels their report of retaliation was not resolved adequately, they can escalate this case in writing. The report will need to go to the Executive Vice President & General Counsel and they will investigate the matter and process for how the retaliation was dealt with.
Sago does not tolerate any attempts to retaliate against a reporter who has made a report. Any employee or associated person that is found retaliating will face disciplinary action, including the potential to be terminated from their roles.
3.4 Separation of Issues
Sago will be able to still raise any issues related to work or performance related issues. While Sago will protect the Reporter from any retaliation, it is also important that they are still effective in their job. Sago can still raise any performance or contract issues with the Reporter as long as they are kept separate and are not influenced at all by any reports that have been made.
3.5 Protection & Immunity for Others
According to national laws, other parties that might have to bear witness or are involved in the investigation will be protected from retaliation in the same manner as the informant. In particular:
· The facilitators (natural persons or legal entities under private non-profit law, associations, or unitions)
· The Reporter’s entourage (families, relatives, colleagues who would have helped to make the report)
· Entities controlled by the Reporter or for which the reporter works or with which they are otherwise linked in a work-related context
3.6 Legislative/Regulation Protection & Assistance
If in any jurisdictions or locales where Sago that provide a higher level of protection than what is included in this policy, the local legislation will take precedence.
Section 4: Governance
4.1 Changes to Sago's Whistleblowing Policy
From time to time, Sago’s Whistleblowing Policy will need to change to keep up with our values, best practices, and improvements, along with legislation and regulations. Any changes to our Whistleblowing Policy will be communicated with all employees and any relevant stakeholders. This policy and any changes made do form any contract of employment.
Any changes to Sago’s Whistleblowing Policy must be approved by the:
· CEO
· EVP, General Counsel
· Owner of Sago’s Whistleblowing Program
All changes will be reviewed by Sago Executive Leadership Team and the Team can comment and provide feedback as necessary. All changes will also be documented in Sago’s Whistleblowing Policy and will be made available to all employees.
4.2. Reporting to the Board of Directors
Sago Executive Leadership Team is updated every quarter on Sago's Whistleblowing Program, inclusive of reports, investigations, and results. Reports or investigations carrying an undue amount of risk will be reported to Sago Executive Leadership Team outside of the quarterly updates. Sago Executive Leadership team at any time can ask about anonymous reports and investigations, as well as the state of Sago’s whistleblowing program.
Sago’s whistleblowing program resides in the Compliance Committee of Sago Executive Leadership Team. They are responsible and accountable for the implementation and effectiveness of Sago’s whistleblowing program.