Whistle Blowing Policy

Contents

1. Policy Objective

The Group 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. We believe we have a duty to take appropriate measures to identify such situations and attempt to remedy them.

This policy sets out how colleagues may raise concerns about actions they witness, or situations they experience, about which they feel uncomfortable. This may include wrongdoings that might impact the S&W Group, be illegal or unethical, or affect colleagues or clients. This includes, but is not limited to, failures to comply with policies; circumvention of procedures and fraudulent activity such as the falsification of documents or expense claims.

Reporting such concerns is known as “Whistleblowing” and those raising concerns are known as ‘Whistleblowers’.

The Group is committed to protecting those who report genuinely held concerns through this policy.

2. Policy Owner

This policy is owned by Risk & Compliance.

3. Scope

This policy applies to all employees (“colleagues”) within all S&W entities in the UK and Ireland including those working in branches and for any entity in which S&W has a controlling interest. This includes any person who works for S&W, regardless of whether the person is employed under a contract of employment, a contract for services or otherwise.

Where critical business functions or services are outsourced to a third-party supplier, it is the responsibility of the business sponsor to ensure that those third parties have equivalent internal policies to address this risk.

4. Alignment to Risk Appetite

S&W Board and Group Executive Committee (GEC), together with subsidiary company Boards, have no appetite for any wrongdoing that may be illegal, inappropriate and/or affect colleagues and clients and cause harm to the Group.

5. Regulatory Context

In S&W there are three main regulators depending on legal entity as follows:

UK:

ICAEW - Operate a Code of Ethics which applies to all members, students, affiliates, employees of member firms and, where applicable, member firms, in all of their professional and business activities, whether remunerated or voluntary which includes having “speak-up policies in place.”

FCA - States in SYSC 18 they expect firms to establish, implement and maintain appropriate and effective arrangements for the disclosure of reportable concerns by whistleblowers.

Ireland:

CAI - Chartered accountants Ireland advise Whistleblowing is more formally known as ‘making a protected disclosure’. The law protects persons who raise concerns about possible wrongdoing in the workplace.

6. Policy

6.1. Colleague Protection and Whistleblowing Examples

The PIDA and the Employment Rights Act 1996 (UK) and the Protected Disclosures Act 2014, as amended (Ireland) provide protection for colleagues who raise legitimate concerns about specified matters. These are called "qualifying disclosures" (Ireland “Protected Disclosures”). A qualifying / protected disclosure is one made in the public interest by an employee who has a reasonable belief that the following is being, has been, or is likely to be, committed:

Criminal offence
Non-compliance with any legal or regulatory obligations.
Miscarriages of justice.
Endangering the health and safety of an individual.
Damage to the environment.
Deliberate concealment of any of the above

Colleagues can report any issues of concern to the firm’s whistleblowing champion/liaisons. However, whilst all issues raised will be investigated, not all will fall within the strict definition of Whistleblowing as outlined above and these issues will be reviewed under the relevant policy. Colleagues should also note that Grievances can be raised with HR – please see the Grievance Policy on the Policy Hub.

It is not necessary for colleagues to have proof that such an act is being, has been or is likely to be committed. A reasonable belief is sufficient, even if that belief later turns out to be wrong. Your responsibility is to raise the concern – you have no responsibility for investigating the matter and should not do so.

Provided that colleagues act in good faith, i.e. they have a genuine belief in what has been reported, colleagues have a right not to be victimised, subjected to detriment or dismissed for raising concerns, in line with this Policy. We will monitor to ensure there has been no reduction in bonus or appraisal grading following a Whistleblowing report.

In the UK, the ICAEW follow all UK law concerning the protection of individuals who have cause to “Whistle blow” and the FCA takes any evidence that a firm, or an individual, has acted to the detriment of a Whistleblower very seriously and they could call into question the group or the individual’s reputation.
In Ireland, the CAI advise individuals are protected if they are dismissed or penalised for reporting a possible wrongdoing.

However, raising a concern maliciously or that you know to be untrue may lead to disciplinary action being taken against you. Covering up someone else’s wrongdoing is also a disciplinary offence. Colleagues should never agree to remain silent about a wrongdoing, even if told to do so by a person in authority such as a manager.

6.2. Independent Advice on Whistleblowing

S&W subscribes to an independent Whistleblowing Advice Line provided by Protect (previously Public Concern at Work), a Whistleblowing charity. Any Employee who is unsure whether to ‘blow the whistle’ or is seeking independent and confidential advice at any stage in the process, may contact Protect on (0044) (0)20 3117 2520. Protect will not disclose any information communicated to them without express consent.

6.3. Methods of Disclosing Reportable Concerns

There are a number of ways in which colleagues can raise a concern as follows:

Directly with your line manager/Head of Department or Compliance

The Group actively encourages all colleagues and stakeholders to raise any concerns or questions which arise in the course of business with their line managers/Head of Department and/or the Compliance department. Employees of subsidiary companies may raise concerns with any Independent non-executive director. In most cases, this will allow such concerns and/or questions to be resolved. Your line manager or Head of Department may consult with other members of senior management including Compliance.

Report to a more senior member of your department

If reporting to your line manager is not viable (for instance, if the incident involves that person either directly or indirectly), then colleagues should escalate the concern to a more senior member of their department.

If colleagues do not feel comfortable escalating the concern through their own line management, S&W then there are a number of other options they can use.

Directly to one of the Whistleblowing liaisons

You can raise your concern to one of the Whistleblowing Liaisons identified in the Appendix of this policy. If you would rather put your concerns in writing, you can send an email to:

whistleblowing@swgroup.com

Directly to the Whistleblowing Champion

In exceptional circumstances, should disclosure under the above not be appropriate, you can contact the Group's Whistleblowing Champion (Mel Barnett) to disclose a reportable concern. by writing to Mel Barnett, c/o S&W General Counsel, 45 Gresham Street, London, EC2V 7QA.

The Whistleblowing Champion will treat all such disclosures in a confidential and sensitive manner and ensure that an objective investigation is carried out. The Champion may make use of the Group's staff to assist with fact finding and may assign responsibility for considering the concern to another independent non-executive director or an assistant. You will be asked to provide all relevant information and possibly to attend meetings with the Champion or an assistant.

Directly to a Regulator

Staff are entitled, by law, to approach regulators directly to disclose a reportable concern if they choose to; this can be done at any stage, whether or not they have raised the concern internally first. Notwithstanding this fact, S&W would encourage staff to use its internal processes first, as it is keen to demonstrate that it takes concerns seriously and properly addresses issues that are raised.

Each of the regulators provides a dedicated whistleblowing service:

UK:

The ICAEW can be reached as follows:

Email: By using their complaints form to be found here and send to complaints@icaew.com
Post: Professional Conduct Department, ICAEW, Metropolitan House, 321 Avebury Boulevard, Milton Keynes, MK9 2FZ

To clarify further, any client/prospective client who is a director/partner/trustee/employee/significant shareholder of an audit/assurance client must adhere to these requirements.

The FCA can be reached as follows:

Telephone: +44 (0)20 7066 9200 during office hours or leave a message on voicemail (calls to this number are recorded)
Email: whistle@fca.org.uk
Post: Intelligence Department (Ref PIDA), Financial Conduct Authority, 12 Endeavour Square, London, E20 1JN

The FCA has two web pages on whistleblowing aimed at potential Whistleblowers. The first outlines the process of speaking to the FCA whilst the second provides ‘whistleblowing in practise’ case studies relating to mis-selling, anti- money laundering (AML) checks, and reporting the conduct of a Senior Manager. Use the links here

The PRA can be reached as follows:

whistleblowing@bankofengland.co.uk

Ireland:

Chartered Accountants Ireland and be as follows:

Chartered Accountants House, 47-49 Pearse St, Dublin 2, DO2YN40, Ireland.
Tel +353 1 637 7200

6.4. Confidentiality

Wherever possible, the identity of a Whistleblower will be kept confidential and not disclosed unless it is deemed vital to the investigation. If you ask us to treat the matter in confidence, we will do our utmost to respect your request. However, while it will not always be possible to guarantee confidentiality, if it becomes necessary to disclose your identity we will not do so before discussing and agreeing this with you.

The Whistleblowing register is password protected which is known only to the Group Legal Counsel and nominated reps form the Risk & Compliance dept.

7. Monitoring and Reporting

The S&W Board and subsidiary company Boards in Ireland will receive a report, at least annually, on the operational effectiveness of the systems and controls in place in relation to Whistleblowing as well as a high-level analysis related to the nature and types of concerns reported centrally, the number of cases where the conclusions have led to actions being taken and any emerging themes of note. The report will not include any personally identifiable information.

8. Roles & Responsibilities

The Board must:

Appoint a Whistleblowing Champion with responsibility for overseeing the effectiveness of the Firm’s Whistleblowing programme including arrangements to protect Whistleblowers from retaliation as a result of reporting concerns;
Ensure that a periodic review takes place (at least annually) of the adequacy and security of the Firm’s arrangements for its Staff to raise concerns about possible wrongdoing. Any reporting will protect the identity of individual Whistleblowers but will include reporting on any material risks, issues and emerging themes arising from allegations received.

All Managers must:

Ensure that all colleagues within their team are aware of and understand the framework within this policy
Support colleagues to ‘blow the whistle’ if they come across or suspect wrongdoing by any other employee in any part of the Group or by a third party
Understand how to recognise when an employee is raising a concern to them, which may not be immediately obvious but could constitute a whistleblowing event, and how then to protect their confidentiality
Know how to handle discussions and communications with a Whistleblower and who to contact to investigate such allegations if they are uncomfortable to do so themselves.

All colleagues must:

Understand that the Group treats whistleblowing events seriously and will take appropriate actions to address any identified misconduct.
Recognise that by reporting concerns they are taking responsibility to protect themselves, their colleagues and/or the Group; and that a failure to report may cause harm to themselves, others or the Firm.
Understand the methods by which they can report their concerns confidentially, and that they will be protected if they do so in good faith.

9. Policy Exceptions and Breaches

There are no exceptions to this policy.

Breaches of this policy must be reported in line with the risk reporting process.

The protections described within this policy will not apply in the event that any concern is vindictive or is made to settle internal disputes. Raising a concern maliciously or that a colleague knows to be untrue may lead to disciplinary action being taken against them.

Appendix 1

Supporting Materials

External Material	Source
FCA Handbook SYSC 18	FCA Handbook
Public Interest Disclosure Act 1998 (PIDA)	Public Interest Disclosure Act 1998 (PIDA)
Protected Disclosures Act 2014
Protected Disclosures (Amendment) Act 2022
Internal Material
Whistleblowing Procedure	Melanie Barnett

Whistleblowing Champion / Liaison(s) / Policy Contact

Name

Contact Details

Melanie Barnett

020 4617 5658

Patrick Muldoon

Nicola Rackley

020 4617 5667

020 4617 5663