Conduct & responsibility

Whistleblowing & Speak-Up Policy

Protected channels for raising concerns about wrongdoing, the handling process, and the protections available to those who report.

Document reference: FGL-LEG-14
Version date: 1 July 2026
Applies to: Fratres Limited

1.Purpose, scope and application

1.1

This Whistleblowing and Speak-Up Policy (the Policy) establishes the channels through which any person connected with Fratres Limited (the Company, registered in England and Wales) may raise a concern about wrongdoing, sets out how such a concern will be handled, and states the protections that apply to the person who raises it.

1.2

The Company works at the point where private capital meets public authority. It advises on foreign direct investment, public-private partnerships, natural resources, aviation, energy, transport, ports and technology, in the United Kingdom and in the People’s Republic of Bangladesh. That is precisely the environment in which bribery, undue influence, procurement irregularity, sanctions evasion and the concealment of beneficial ownership arise. Early internal reporting is the single most effective control the Company has against those risks, and this Policy exists to make reporting straightforward and safe.

1.3

The Company will not tolerate wrongdoing, and it will not tolerate retaliation against a person who reports it. Both statements are operative obligations, not aspirations, and each is enforced through clauses 12 and 15 of this Policy.

1.4

This Policy applies to every director, officer, employee, worker, apprentice, intern, agency worker, secondee, consultant, contractor and volunteer engaged by or for the Company, in every jurisdiction in which the Company operates. It applies during the engagement and after it has ended.

1.5

The Company also invites, and will handle under this Policy, concerns raised by clients, prospective clients, introducers, joint venture partners, local sponsors, suppliers, subcontractors, professional advisers and any other third party with a connection to the Company’s business. Such persons do not enjoy the statutory protections described in clause 12 unless they fall within the statutory definition of a worker, but the Company will apply the confidentiality, handling and anti-retaliation commitments in this Policy to them as a matter of contract and of policy.

1.6

The Policy does not form part of any contract of employment or engagement and the Company may amend it. Nothing in this Policy, and nothing in any contract, settlement agreement, confidentiality undertaking or non-disclosure agreement entered into by the Company, limits or may be construed as limiting the right of any person to make a protected disclosure.

1.7

Raising a concern under this Policy is not optional where the concern relates to conduct the Company is required by law to prevent. Every person to whom this Policy applies must report a reasonably held suspicion of bribery, corruption, money laundering, terrorist financing, sanctions circumvention, the facilitation of tax evasion, modern slavery or fraud. Silence in the face of such a suspicion is itself a disciplinary matter and may in certain circumstances be a criminal offence.

1.8

This Policy is read together with the Anti-Bribery and Anti-Corruption Policy (FGL-LEG-10), the Anti-Money Laundering and Counter-Terrorist Financing Policy (FGL-LEG-08), the Sanctions and Export Controls Policy (FGL-LEG-11), the Prevention of the Facilitation of Tax Evasion Policy (FGL-LEG-12), the Conflicts of Interest Policy (FGL-LEG-13) and the Complaints Handling Procedure (FGL-LEG-17). Where those documents impose a reporting obligation, this Policy supplies the route.

2.Interpretation and definitions

2.1

In this Policy, headings are for convenience only and do not affect construction; the singular includes the plural and the plural the singular; a reference to a statute or statutory instrument includes that instrument as amended, extended, consolidated or re-enacted; and the words “including”, “in particular” and “for example” are illustrative and do not limit the words preceding them. “Must” and “shall” denote a mandatory requirement; “should” denotes the expected approach, departure from which must be recorded and justified.

2.2

The following defined terms are used throughout the Policy.

Board: The board of directors of the Company for the time being, acting collectively.
Chair: The person holding office as chair of the Board for the time being, or in the absence of an appointed chair, the director designated by the Board to discharge that function for the purposes of this Policy.
Concern: A report of a Relevant Wrongdoing made under this Policy, whether or not it amounts to a Qualifying Disclosure and whether or not it is ultimately substantiated.
Detriment: Any act or deliberate failure to act by which a person is disadvantaged, whether or not that disadvantage is financial. It includes dismissal, non-renewal, demotion, withdrawal of work, exclusion from meetings or opportunities, disciplinary action, unwarranted performance criticism, transfer, isolation, bullying, threats, damage to reputation, blacklisting and the withdrawal of a reference.
ERA 1996: The Employment Rights Act 1996, and in particular Part IVA of that Act, which was inserted by the Public Interest Disclosure Act 1998.
Investigating Officer: The person appointed under clause 10 to investigate a Concern, who must be independent of the matter reported and of the persons implicated in it.
MLRO: The Money Laundering Reporting Officer appointed by the Board under the Anti-Money Laundering and Counter-Terrorist Financing Policy.
Prescribed Person: A person or body prescribed by the Secretary of State under section 43F of the ERA 1996, currently by way of the Public Interest Disclosure (Prescribed Persons) Order 2014, to whom a worker may make a protected disclosure on any matter falling within the description prescribed for that body.
Protected Disclosure: A Qualifying Disclosure made in one of the ways set out in sections 43C to 43H of the ERA 1996, which attracts the statutory protections described in clause 12.
Qualifying Disclosure: A disclosure of information which, in the reasonable belief of the person making it, is made in the public interest and tends to show one or more of the matters listed in section 43B of the ERA 1996 and reproduced at clause 4.3.
Relevant Wrongdoing: Conduct falling within any of the categories described in clause 5, whether it has occurred, is occurring, or is likely to occur, and whether it occurred in the United Kingdom or elsewhere.
Reporter: A person who raises a Concern under this Policy, whether named, confidentially or anonymously.
Speak-Up Officer: The director or senior officer designated by the Board to receive, triage and oversee Concerns raised under this Policy, and to report on their handling to the Board.
Subject: A person whose conduct is the subject of a Concern.
Worker: A person falling within section 230(3) of the ERA 1996 as extended by section 43K of that Act, which brings within scope agency workers, certain contractors engaged personally, and trainees, in addition to employees.

3.Legal framework

3.1

The statutory framework for whistleblowing in the United Kingdom is Part IVA of the ERA 1996, inserted by the Public Interest Disclosure Act 1998 and amended by the Enterprise and Regulatory Reform Act 2013. That framework confers the right not to be subjected to detriment under section 47B of the ERA 1996 and the right not to be dismissed for having made a protected disclosure under section 103A of that Act.

3.2

Section 43J of the ERA 1996 renders void any provision in an agreement between a worker and an employer, including any confidentiality clause or settlement agreement, insofar as it purports to preclude the worker from making a protected disclosure. The Company will not seek, and will not enforce, any such provision.

3.3

The Company operates this Policy as part of the procedures it relies on to demonstrate that it has adequate procedures for the purposes of section 7 of the Bribery Act 2010 and reasonable prevention procedures for the purposes of sections 45 and 46 of the Criminal Finances Act 2017. An effective, used and trusted speak-up channel is evidence of those procedures; an unused channel is evidence of nothing.

3.4

Concerns raised under this Policy may engage obligations under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Sanctions and Anti-Money Laundering Act 2018, the Modern Slavery Act 2015, the Equality Act 2010 and the Companies Act 2006. Where a Concern engages such an obligation the Company will discharge it, and will do so in a manner that preserves the confidentiality of the Reporter so far as the law permits.

3.5

Personal data processed in connection with a Concern is processed in accordance with the UK GDPR and the Data Protection Act 2018, as described in clause 9.

3.6

Where a Concern arises in connection with the Company’s activities in Bangladesh, this Policy applies in full. Section 43B(2) of the ERA 1996 provides that it is immaterial whether the wrongdoing occurred in the United Kingdom or elsewhere, and whether the law applying to it is that of the United Kingdom or of any other country or territory. Personnel engaged in Bangladesh may in addition have rights and remedies under local law; nothing in this Policy limits them, and the Company will take local legal advice where the obligations of the two jurisdictions may conflict.

4.Qualifying and protected disclosures

4.1

Not every Concern is a Qualifying Disclosure, and a Reporter is not required to know whether it is. The Company will handle every Concern under this Policy on its merits and will make the legal characterisation itself.

4.2

A Qualifying Disclosure is a disclosure of information which, in the reasonable belief of the person making it, is made in the public interest and tends to show one or more of the matters set out below. A Reporter must disclose information, not merely voice an allegation or an opinion; the Reporter should therefore say what happened, who was involved, when and where it occurred, and what evidence exists.

4.3

The matters specified in section 43B(1) of the ERA 1996 are that:

(a)a criminal offence has been committed, is being committed or is likely to be committed;
(b)a person has failed, is failing or is likely to fail to comply with any legal obligation to which that person is subject;
(c)a miscarriage of justice has occurred, is occurring or is likely to occur;
(d)the health or safety of any individual has been, is being or is likely to be endangered;
(e)the environment has been, is being or is likely to be damaged; or
(f)information tending to show any of the above has been, is being or is likely to be deliberately concealed.

4.4

The belief must be reasonable, but it need not be correct. A Reporter who holds a reasonable belief and turns out to be mistaken has made a Qualifying Disclosure and is protected. This is the single most important sentence in this Policy: the Reporter is not required to prove the case before raising it.

4.5

The public interest requirement means that the disclosure must serve an interest beyond the Reporter’s own. A concern that affects only the Reporter’s personal contractual position is ordinarily a grievance rather than a Qualifying Disclosure, and clause 6 explains how such matters are handled. A matter may nonetheless serve the public interest even though the Reporter also has a personal interest in it.

4.6

A disclosure becomes a Protected Disclosure when it is a Qualifying Disclosure made in one of the ways permitted by sections 43C to 43H of the ERA 1996. Those routes include disclosure to the employer or to a person responsible for the matter under section 43C, disclosure in the course of obtaining legal advice under section 43D, disclosure to a Minister of the Crown under section 43E, disclosure to a Prescribed Person under section 43F, and disclosure in wider circumstances under sections 43G and 43H. Clause 14 addresses external routes.

4.7

A disclosure is not a Qualifying Disclosure if the person making it commits a criminal offence by making it, or if it is made by a person to whom the information was disclosed in the course of obtaining legal advice and to whom legal professional privilege therefore applies.

4.8

Good faith is not a precondition of statutory protection. A disclosure made otherwise than in good faith may nonetheless be a Protected Disclosure, although an employment tribunal may reduce any award by up to twenty-five per cent on that ground. The Company will not use a Reporter’s motive as a reason to decline to investigate a Concern that is capable of being true.

5.Categories of relevant wrongdoing

5.1

Relevant Wrongdoing means conduct within any of the categories set out in this clause. The categories are cumulative and are not exhaustive; a Concern that does not fit neatly within one of them should still be raised.

5.2

The following categories are of particular significance to the Company’s business and every person to whom this Policy applies must report a reasonably held suspicion falling within them:

Bribery and corruption. The offering, promising, giving, requesting, agreeing to receive or accepting of any financial or other advantage intended to induce or reward improper performance, including any payment or benefit to a foreign public official, and any facilitation payment however described or characterised. Offences under sections 1, 2 and 6 of the Bribery Act 2010 are in scope wherever in the world the conduct occurs.
Improper influence on public decision-making. Any attempt to influence a procurement, licensing, permitting, concession, tender evaluation or regulatory approval otherwise than through the published process, including the use of an intermediary to convey a benefit, and any undisclosed relationship between a counterparty and a decision-maker.
Money laundering and terrorist financing. Arrangements involving criminal property, unexplained sources of funds or wealth, structuring, or the use of the Company or its introductions to legitimise the proceeds of crime, engaging Part 7 of the Proceeds of Crime Act 2002 or Part III of the Terrorism Act 2000.
Sanctions and export control breaches. Dealing with a designated person or entity, circumventing an asset freeze, concealing ownership or control to defeat a sanctions measure, or breaching a trade or export restriction imposed under the Sanctions and Anti-Money Laundering Act 2018 or regulations made under it.
Facilitation of tax evasion. Any act by an associated person of the Company that criminally facilitates the evasion of tax by another, whether in the United Kingdom or in a foreign jurisdiction, engaging sections 45 and 46 of the Criminal Finances Act 2017.
Fraud, theft and financial misstatement.False invoicing, falsified expenses, misappropriation of funds or assets, the deliberate misrepresentation of the Company’s financial position, and any failure to keep adequate accounting records under the Companies Act 2006.
Modern slavery and human trafficking.Forced or compulsory labour, servitude, debt bondage, withholding of identity documents, unlawful recruitment fees, or child labour in the Company’s operations, projects or supply relationships, engaging the Modern Slavery Act 2015.
Health, safety and environmental harm. Danger to the health or safety of any individual, and damage or likely damage to the environment, including at project sites, in construction and in extractive operations with which the Company is connected.
Data protection and information security failures. Unauthorised access to, disclosure of, alteration or loss of personal data, and any failure to comply with the UK GDPR or the Data Protection Act 2018, including a failure to report a notifiable breach.
Discrimination, harassment and victimisation. Conduct amounting to a contravention of the Equality Act 2010, including harassment and sexual harassment, whether directed at a colleague, a counterparty or a third party.
Conflicts of interest and undisclosed benefits. An undisclosed personal, financial or family interest in a counterparty, transaction or mandate, and any breach of the Conflicts of Interest Policy.
Concealment. The deliberate destruction, falsification or concealment of information tending to show any of the matters above, and any instruction to a colleague to do so.

5.3

A Concern may also be raised about a breach of any of the Company’s published policies, about conduct that damages or is likely to damage the integrity of a public process, and about the conduct of a client, introducer, partner or supplier as well as of a person engaged by the Company.

5.4

A Concern may relate to conduct that has not yet occurred. A Reporter who becomes aware that Relevant Wrongdoing is being planned, proposed or requested must report it, and must do so before rather than after the event.

5.5

A Reporter who is instructed to participate in Relevant Wrongdoing must refuse and must report the instruction. No person who refuses to participate in Relevant Wrongdoing will suffer any Detriment for that refusal, irrespective of the commercial value of the mandate concerned, of who issued the instruction, and of that person’s seniority.

6.Speak-up concerns and grievances distinguished

6.1

A Concern under this Policy is a report about wrongdoing that affects others, the Company or the public. A grievance is a complaint about the Reporter’s own employment or engagement — pay, hours, duties, performance management, promotion, a working relationship, or the application of a term of a contract to that individual.

6.2

Grievances are handled under the Company’s grievance procedure and not under this Policy. Complaints by clients and other external parties about the Company’s service are handled under the Complaints Handling Procedure (FGL-LEG-17). Routing a matter to the correct procedure is not a rejection of it; it is a decision about which process will resolve it properly.

6.3

The distinction is one of substance rather than of the label the Reporter applies. The Speak-Up Officer, and not the Reporter, determines under which procedure a matter is handled, and must record the reason for that determination.

6.4

A single set of facts frequently gives rise to both. Where a matter has a personal dimension and a public-interest dimension — for example where a Reporter is disadvantaged after objecting to an improper payment — the public-interest element must be investigated under this Policy and the personal element under the grievance procedure, and the two must be run so that neither delays the other. The Reporter must be told which elements are being handled where.

6.5

A matter that begins as a grievance may become a Concern, and a matter that begins as a Concern may prove to be a grievance. The Speak-Up Officer must keep the characterisation under review and must not use the grievance procedure to dispose of a matter that is capable of amounting to Relevant Wrongdoing.

6.6

Allegations of harassment, sexual harassment, bullying or discrimination may be raised under either procedure. Where such allegations indicate a pattern, a systemic failure or conduct by a person in a position of authority, they must be handled under this Policy.

7.Internal reporting channels

7.1

A Concern should ordinarily be raised as soon as the Reporter forms the belief that gives rise to it. Delay makes evidence harder to secure and harm harder to prevent. There is no time limit on raising a Concern under this Policy, and a Concern about historic conduct will be handled in the same way as a current one.

7.2

A Concern may be raised orally or in writing, in English or in Bangla, and in any of the following ways. The routes are alternatives, not stages. A Reporter is free to choose any of them, is not required to exhaust one before using another, and need give no reason for the choice made.

(a)To the Reporter line manager, where the Reporter is comfortable doing so and the line manager is not implicated.
(b)To the Speak-Up Officer, directly and without involving the line manager, in person, by telephone, in writing or through the enquiry form at fratresgroup.com/contact marked for the attention of the Speak-Up Officer.
(c)To the MLRO, where the Concern relates to money laundering, terrorist financing, sanctions or the proceeds of crime.
(d)To any director of the Company.
(e)To the Chair, where the Concern implicates the Speak-Up Officer, a member of the executive, or the handling of an earlier Concern.
(f)To the non-executive members of the Board collectively, where the Concern implicates the Chair.
(g)To a Prescribed Person or other external body in accordance with clause 14.

7.3

The route at 7.2(b) exists specifically so that no Reporter is required to raise a Concern with the person whose conduct it concerns, or with anyone in that person’s reporting line. A Reporter who uses it is not required to explain why line management was bypassed, and no adverse inference may be drawn from that choice.

7.4

A Concern submitted through the enquiry form at fratresgroup.com/contact and marked for the attention of the Speak-Up Officer is routed to the Speak-Up Officer without being opened or read by any other person, and is excluded from the general enquiry handling process. Concerns received in this way are acknowledged within five business days.

7.5

Concerns arising from the Company’s activities in Bangladesh may be raised locally or directly to the Speak-Up Officer in the United Kingdom. Local escalation is never a precondition. Where a Reporter reasonably believes that raising a Concern locally would expose that person or another to risk, the Concern must be raised in the United Kingdom, and the Company will take steps to ensure that the local management of the relevant project is not informed of the source.

7.6

A line manager or director who receives a Concern must not attempt to investigate or resolve it personally. That person must record it factually, must refer it to the Speak-Up Officer without delay and in any event within two business days, must not disclose the identity of the Reporter to any other person, and must not inform the Subject.

7.7

A Reporter is encouraged, but not required, to set out the Concern in writing and to identify: what is alleged to have happened; the names and roles of those involved; the dates, places and sequence of events; the basis of the Reporter’s belief; whether the Concern has been raised before and with whom; and the existence and location of any documents or other evidence. Where a Concern is raised orally, the person receiving it must make a written record and must offer the Reporter the opportunity to check and correct it.

7.8

A Reporter must not conduct a personal investigation, must not attempt to obtain evidence to which that person would not ordinarily have access, and must not remove, copy or forward documents outside the Company’s systems save where necessary to make the disclosure and proportionate to it. A Reporter who is uncertain what is proportionate should ask the Speak-Up Officer before acting.

7.9

A Reporter may be accompanied to any meeting held under this Policy by a colleague, a trade union representative or another companion of the Reporter’s choice, and may seek independent legal advice at any stage. A Reporter may also seek confidential advice from an independent whistleblowing advice charity before deciding whether or how to raise a Concern.

7.10

Where the Concern relates to money laundering or terrorist financing, the Reporter must in addition report to the MLRO without delay. Only the MLRO may make a disclosure to the National Crime Agency. No person may disclose to the Subject, or to any other person, that a report has been made or that an investigation is contemplated where that disclosure is likely to prejudice an investigation; tipping off is a criminal offence under section 333A of the Proceeds of Crime Act 2002 and section 21D of the Terrorism Act 2000.

8.Anonymous and named reporting

8.1

The Company accepts and investigates anonymous Concerns. A Concern will not be dismissed, deprioritised or treated as less credible because the Reporter has chosen not to be identified.

8.2

A Reporter is nonetheless encouraged to give a name, in confidence, to the Speak-Up Officer. Confidential reporting and anonymous reporting are different things: in confidential reporting the Company knows who the Reporter is and protects that knowledge; in anonymous reporting the Company does not know.

8.3

Anonymity has practical limits, and the Company states them plainly rather than discovering them later:

The Investigating Officer cannot ask the Reporter follow-up questions, cannot ask for clarification of an ambiguity, and cannot be directed to further evidence. Anonymous Concerns are therefore frequently harder to substantiate.
The Company cannot give the Reporter feedback, cannot explain what it found, and cannot tell the Reporter what action was taken.
The Company cannot monitor the Reporter for Detriment, cannot intervene if the Reporter suffers it, and cannot offer the practical support described in clause 12.
The statutory protections under Part IVA of the ERA 1996 are difficult to enforce in practice where the Reporter cannot demonstrate that the disclosure was made, since a claim of detriment requires the claimant to be identified.
Anonymity cannot always be preserved in fact. The nature of a Concern, or the small number of people who could have known the information, may make the source apparent to others regardless of any step the Company takes.
Where an investigation results in disciplinary proceedings, litigation, a regulatory referral or a criminal prosecution, the Company may be compelled by law or by a court or tribunal to produce material from which the Reporter can be identified.

8.4

A Reporter who wishes to remain anonymous but to receive feedback may establish an anonymous channel of communication with the Speak-Up Officer — for example a dedicated address the Reporter controls — and the Company will use it. The Company will not attempt to identify the holder of such a channel.

8.5

The Company will not use technical, surveillance or investigative measures to identify an anonymous Reporter. Any attempt to do so, by any person, is a disciplinary matter capable of amounting to gross misconduct.

8.6

Where an anonymous Concern contains insufficient information to permit any inquiry, the Speak-Up Officer must record what was received, must record why no inquiry was possible, and must retain the record so that it can be reconsidered if further information later emerges. Anonymous Concerns that appear unrelated may together disclose a pattern, and the Speak-Up Officer must review the register periodically for that purpose.

8.7

The weight given to a Concern depends on the evidence, not on the identity or seniority of the Reporter.

9.Confidentiality and personal data

9.1

The Company treats the identity of a Reporter as confidential. It will not be disclosed to the Subject, to the Reporter’s line management, or to any other person, without the Reporter’s consent, except as set out in clause 9.3.

9.2

Information about a Concern is disclosed within the Company only to those who need it in order to assess, investigate, decide or act upon it. The Speak-Up Officer must record who has been given access and why.

9.3

Confidentiality may be qualified only where disclosure is required by law, by a court or tribunal order, or by a regulator or law enforcement body exercising a lawful power; where it is necessary to prevent a serious and imminent risk to the health or safety of any person; or where it is unavoidable in order to give the Subject a fair opportunity to answer the allegation and no fair process can otherwise be conducted. In any such case the Speak-Up Officer must, wherever practicable, inform the Reporter before disclosure is made, must explain the reason, and must discuss with the Reporter the steps available to manage the consequences.

9.4

A person who discloses the identity of a Reporter otherwise than in accordance with clause 9.3, or who speculates about it, commits a disciplinary offence capable of amounting to gross misconduct.

9.5

The Subject of a Concern is entitled to confidentiality in the same measure. The existence and content of a Concern must not be discussed with colleagues, and an unsubstantiated allegation must not be permitted to attach to a person informally. Where a Concern is not upheld, the Speak-Up Officer must consider what steps are needed to restore the position of the Subject.

9.6

The Company processes personal data in connection with a Concern in accordance with the UK GDPR and the Data Protection Act 2018. The lawful bases relied upon are compliance with a legal obligation and the legitimate interests of the Company in preventing and detecting wrongdoing, protecting its personnel and meeting its statutory duties. Where special category data or data relating to criminal offences or alleged offences is processed, the Company relies on a substantial public interest condition in Schedule 1 to the Data Protection Act 2018.

9.7

A Subject is ordinarily entitled to be informed that personal data concerning that person is being processed and to exercise the rights conferred by the UK GDPR. Those rights are qualified. The Company will not disclose the identity of a Reporter, or information from which the Reporter could be identified, in response to a request for access, and will rely on the exemptions in Schedule 2 to the Data Protection Act 2018 where disclosure would be likely to prejudice the prevention or detection of crime, the apprehension or prosecution of offenders, or the conduct of the investigation, or would disclose information about another individual.

9.8

Records of Concerns are held securely, separately from personnel files, with access limited to the Speak-Up Officer and those expressly authorised. Where such records are held or accessed outside the United Kingdom, including in Bangladesh, transfers are made only under the safeguards described in the International Data Transfer Statement (FGL-LEG-07).

10.Assessment, investigation and timescales

10.1

The Speak-Up Officer must acknowledge receipt of a Concern within five business days, unless the Concern is anonymous and no channel of communication has been provided.

10.2

Within ten business days of acknowledgement the Speak-Up Officer must carry out an initial assessment and decide: whether the matter falls within this Policy or another procedure; whether it discloses a Relevant Wrongdoing; whether any immediate protective, preservative or regulatory step is required; who should investigate; and the scope and expected duration of the investigation. The assessment and its reasons must be recorded.

10.3

Immediate steps that must be considered at the assessment stage include the preservation of documents and electronic records, the suspension of a payment, transaction or introduction, the temporary reassignment of personnel, the notification of the MLRO, and the notification of insurers or external counsel.

10.4

An Investigating Officer must be appointed who is independent of the matter, of the Subject and of the Reporter, and who has the standing and competence to conduct the investigation. Where the Concern implicates a member of the executive, involves a significant sum, or engages a criminal or regulatory obligation, the Board must appoint an external investigator. Where the Concern implicates the Board, the appointment must be made by the non-executive directors and the investigator must be external.

10.5

The investigation must establish the facts. It is not a disciplinary process, it is not an adversarial process, and it does not determine liability. The Investigating Officer must pursue evidence that tends to disprove the Concern as diligently as evidence that tends to prove it.

10.6

The Investigating Officer may interview the Reporter, the Subject and any other person, may require access to any record, system or premises of the Company, and may instruct forensic, accounting, technical or legal assistance. Every person to whom this Policy applies must cooperate fully and promptly with an investigation, must answer questions honestly, and must not destroy, alter, conceal or withhold any document or information. Obstruction of an investigation is a disciplinary matter capable of amounting to gross misconduct.

10.7

The Subject must be informed of the substance of the allegation and given a fair opportunity to respond, at the point in the investigation at which that can be done without prejudicing it. Where informing the Subject would prejudice the investigation, risk the destruction of evidence, or constitute tipping off contrary to section 333A of the Proceeds of Crime Act 2002, notification must be deferred and the reason recorded.

10.8

An investigation should be concluded within forty business days of the assessment decision. Where that is not achievable — because the matter is complex, spans jurisdictions, involves external investigators or runs alongside a regulatory or criminal process — the Speak-Up Officer must tell the Reporter, must give a revised expected date, and must thereafter provide an update at intervals of no more than twenty business days until the investigation concludes.

10.9

The Investigating Officer must produce a written report setting out the allegation, the evidence obtained, the findings of fact, the conclusion on each allegation, and recommendations. The report is delivered to the Speak-Up Officer and, where the Concern is material or implicates a member of the executive, to the Board or its non-executive members.

10.10

Where a Concern is upheld in whole or in part, the Company must take proportionate action, which may include disciplinary action up to and including dismissal, termination of a consultancy or supplier relationship, resignation from or refusal of a mandate, recovery of funds, notification of a regulator or law enforcement body, notification of affected persons, and change to the control that failed. The Speak-Up Officer must record the actions, their owners and their deadlines, and must verify their completion.

10.11

Where an investigation identifies a control weakness, that weakness must be remediated even if the Concern itself is not upheld. The purpose of the process is to correct the Company, not to close the file.

11.Feedback to the reporter

11.1

A Reporter who has provided a means of contact must be kept informed. Within ten business days of the conclusion of the investigation the Speak-Up Officer must tell the Reporter that it has concluded, whether the Concern was upheld in whole, in part or not at all, and in general terms what action has been or will be taken.

11.2

The Company may not be able to disclose the detail of any action taken in relation to another individual. Disciplinary outcomes are confidential to the person concerned, and the Company’s duties to that person, and its obligations under the UK GDPR, may limit what can be said. The Speak-Up Officer must explain the limits rather than leave the Reporter without an answer.

11.3

A Reporter who is dissatisfied with the outcome or with the conduct of the investigation may request a review by the Chair, or by the non-executive directors where the Chair conducted or commissioned the investigation. A request for review should be made within twenty business days of the feedback under clause 11.1 and should identify what is said to be wrong. The reviewer may confirm the outcome, direct further investigation, or substitute a different conclusion.

11.4

Exhausting the internal review is not a precondition of external disclosure under clause 14, and a Reporter who is dissatisfied is free to approach a Prescribed Person at any time.

11.5

Where a Concern has been raised in good faith and is not upheld, the Speak-Up Officer must say so clearly, must explain why, and must record that the Reporter acted properly in raising it.

11.6

The Speak-Up Officer must contact the Reporter again three months after the conclusion of the matter to establish whether the Reporter has suffered any Detriment, and must record the response.

12.Protection from detriment and dismissal

12.1

A Worker who makes a Protected Disclosure has the right under section 47B of the ERA 1996 not to be subjected to any Detriment by any act, or any deliberate failure to act, done on the ground that the Worker made the disclosure.

12.2

An employee who is dismissed is regarded as unfairly dismissed under section 103A of the ERA 1996 if the reason, or the principal reason, for the dismissal is that the employee made a Protected Disclosure. Such a dismissal is automatically unfair, no qualifying period of service applies, and the statutory cap on the compensatory award does not apply. Selection for redundancy on that ground is likewise automatically unfair under section 105 of that Act.

12.3

These protections do not depend on the Concern being upheld. A Reporter who holds a reasonable belief in the public interest is protected whether the investigation substantiates the Concern, fails to substantiate it, or concludes that no wrongdoing occurred at all. The Company will not treat an unsubstantiated Concern as a mark against the Reporter, will not record it as such, and will not permit it to influence any assessment, appraisal, reference, remuneration decision or promotion decision.

12.4

Detriment by a colleague or agent is treated as done by the Company for the purposes of section 47B of the ERA 1996, and the Company may be liable for it. The Company’s answer to that exposure is prevention: retaliation against a Reporter, against a person believed to be a Reporter, against a person who has assisted an investigation, and against a person connected with any of them, is a disciplinary offence capable of amounting to gross misconduct, and will be treated as seriously as the wrongdoing originally reported.

12.5

Retaliation for these purposes includes the subtle as well as the overt: exclusion from meetings, correspondence or opportunities; withdrawal of work or of discretionary benefits; a sudden change in performance assessment; unexplained reallocation of responsibilities; social isolation; and adverse comment about the Reporter to third parties.

12.6

Where a Reporter alleges Detriment, that allegation must itself be treated as a Concern, must be assessed under clause 10, and must be investigated by a person independent of those alleged to have caused the Detriment. Any personnel decision affecting a Reporter that is taken within twelve months of a Concern must be reviewed by the Speak-Up Officer before it takes effect, and the reasons for it must be recorded contemporaneously.

12.7

The Company will provide practical support to a Reporter, which may include a temporary change of reporting line at the Reporter’s request, access to confidential support, adjustment of working arrangements, and a named point of contact throughout. Support must not be structured so that it operates as a disadvantage to the Reporter.

12.8

A Reporter who has participated in the wrongdoing reported is not thereby disqualified from protection. The Company will take full account of a voluntary and candid disclosure when deciding what action to take in respect of that person, although disclosure does not confer immunity and cannot bind a prosecuting authority or regulator.

12.9

The Company will not enter into any agreement, and will not enforce any existing agreement, that purports to prevent a person from making a Protected Disclosure, from cooperating with a regulator or law enforcement body, or from disclosing that a Concern was raised. Any such provision is void under section 43J of the ERA 1996.

12.10

A Worker who considers that a Detriment has occurred may bring a claim before an employment tribunal. Such claims are subject to short statutory time limits, ordinarily three months less one day from the act or failure complained of, subject to extension for Acas early conciliation. A Reporter should take independent advice promptly. The existence of an internal process does not extend a statutory time limit.

The protection is unconditional

A Reporter is protected because the Concern was raised in the reasonable belief that it was true and in the public interest — not because it turned out to be true. The Company will not review the outcome of an investigation in order to reassess whether the Reporter should have raised it.

13.Deliberately false and malicious reports

13.1

A Concern that is not substantiated is not a false Concern. A Reporter who was mistaken, who misread a situation, or who reported something that had an innocent explanation has done exactly what this Policy asks and will face no consequence whatever.

13.2

A different position applies to a person who knowingly makes a false report, who fabricates or falsifies evidence, or who raises a Concern for an improper purpose such as to damage a colleague, to obstruct a legitimate process, to gain a commercial advantage or to pre-empt performance management. Such conduct is a disciplinary matter capable of amounting to gross misconduct, and where a third party is responsible it may result in termination of the relevant relationship and in civil proceedings.

13.3

The threshold is deliberate falsehood or bad faith established on evidence. A finding to that effect may be made only by the Board or by the Chair, only after the person concerned has been given a fair opportunity to respond, and only where the evidence positively supports it. The absence of corroboration is not evidence of bad faith.

13.4

No disciplinary process may be commenced against a Reporter in connection with a Concern until the investigation of that Concern has concluded and the Speak-Up Officer has confirmed in writing that the proposed process is not connected with the making of the Concern.

13.5

The Company recognises that an allegation of bad faith is the most common instrument of retaliation. Any suggestion that a Concern was made maliciously, if it is not made out, will itself be treated as a potential Detriment and investigated under clause 12.6.

14.External disclosure and prescribed persons

14.1

The Company would prefer to be told first, because it can act fastest on what it knows earliest. It does not, however, require internal reporting as a precondition of external disclosure, and no person will suffer any Detriment for going outside the Company.

14.2

A Worker may make a Protected Disclosure to a Prescribed Person under section 43F of the ERA 1996 where the Worker reasonably believes that the matter falls within the description of matters prescribed for that person, and that the information disclosed, and any allegation contained in it, are substantially true. The current list is maintained by the Department for Business and Trade under the Public Interest Disclosure (Prescribed Persons) Order 2014.

14.3

External disclosure is likely to be appropriate where the Reporter reasonably believes that:

(a)the Subject of the Concern is the Board, or the Concern implicates those who would otherwise handle it;
(b)evidence would be concealed or destroyed if the Concern were raised internally;
(c)the Concern has already been raised internally and no adequate action has been taken;
(d)the matter is exceptionally serious and delay would cause irreversible harm; or
(e)the Reporter would be exposed to Detriment or to physical risk by raising the matter internally.

14.4

The Prescribed Person differs according to the subject matter. Among the bodies prescribed under the 2014 Order are the Information Commissioner in relation to compliance with data protection legislation; His Majesty’s Revenue and Customs in relation to tax; the Serious Fraud Office in relation to serious or complex fraud; the Financial Conduct Authority in relation to financial services; the Health and Safety Executive in relation to health and safety at work; the Environment Agency in relation to environmental harm in England; and the Secretary of State for Business and Trade in relation to company law and the conduct of directors. Contact details for each body are published by that body.

14.5

Certain reports are made by the Company rather than by the individual. Suspicions of money laundering or terrorist financing are reported to the National Crime Agency by the MLRO. Suspected breaches of financial sanctions are reported to the Office of Financial Sanctions Implementation. A Reporter who is uncertain which route applies should raise the matter with the MLRO or the Speak-Up Officer, and nothing in this clause prevents an individual from contacting a law enforcement body directly.

14.6

A Prescribed Person is under a duty to report annually, in anonymised form, on the disclosures it receives, under the Prescribed Persons (Reports on Disclosures of Information) Regulations 2017.

14.7

Wider disclosure, including to the media, is governed by sections 43G and 43H of the ERA 1996 and is protected only in narrow circumstances. Those provisions require, among other things, that the Reporter reasonably believes the information to be substantially true, does not act for personal gain, and acts reasonably in all the circumstances. A Reporter contemplating such a disclosure should take independent legal advice first, because the conditions are strict and a disclosure that falls outside them is not protected.

14.8

A disclosure made in the course of obtaining legal advice from a qualified lawyer is protected under section 43D of the ERA 1996 without further condition. A Reporter may always take legal advice.

14.9

Where a Concern relating to activities in Bangladesh is capable of being reported to a competent authority in that jurisdiction, the Company will consider, with local legal advice, whether it is under a duty to report, whether reporting would expose any individual to risk, and how the Reporter is to be protected. The Company will not report in a manner that identifies a Reporter to a body that cannot be relied upon to protect that identity, unless compelled to do so by law.

15.Records, governance, training and review

15.1

The Speak-Up Officer must maintain a confidential register of Concerns recording, for each: a unique reference; the date received and the channel used; whether the Reporter was named, confidential or anonymous; a summary of the matter reported; the category of Relevant Wrongdoing engaged; the assessment decision and its reasons; the identity of the Investigating Officer; the outcome; the action taken; any external report made; and the date of closure.

15.2

The investigation file, including interview notes, evidence, the investigation report and the record of decisions, must be held securely and separately from personnel records, with access restricted to those expressly authorised by the Speak-Up Officer. Access must itself be logged.

15.3

Records relating to Concerns are retained for six years from closure, or for longer where they relate to a matter that is the subject of actual or contemplated legal, regulatory or criminal proceedings, or where a longer period is required by the Data Retention and Records Management Policy (FGL-LEG-06). Personal data is deleted or anonymised at the end of the applicable period.

15.4

Where a Concern is not upheld and no further action is taken, the Company must not retain the Concern on the personnel record of the Subject or of the Reporter.

15.5

The Board is accountable for this Policy. The Speak-Up Officer is responsible for its day-to-day operation and must report to the Board at least twice each year on the number and category of Concerns received, the channels used, the outcomes, the timeliness of handling against the periods in clause 10, any allegation of Detriment, and any control weakness identified. Reporting to the Board must not identify Reporters.

15.6

Where a Concern implicates the Speak-Up Officer, or where the Speak-Up Officer has a conflict of interest in relation to a Concern, the Speak-Up Officer must stand aside and the Chair must assume the functions conferred by this Policy.

15.7

Every person to whom this Policy applies must receive training on it on joining and at least annually thereafter, covering what to report, how to report it, and the protections that apply. Those who may receive a Concern must receive additional training on handling a first report, on confidentiality, and on the prohibition against investigating personally. Training records are retained.

15.8

This Policy is reviewed at least annually, and additionally whenever there is a material change in the law, in the Company’s operations, or in the jurisdictions or sectors in which it works. The review must assess whether the channels are being used, whether Reporters are satisfied with the handling of their Concerns, and whether outcomes are being delivered within the periods stated. The version date shown at the head of this document is the date from which the current version applies.

How to raise a concern

A Concern may be raised with a line manager, with the Speak-Up Officer directly, with any director, or with the Chair, and may be submitted through the enquiry form at fratresgroup.com/contact marked for the attention of the Speak-Up Officer. Submissions marked in that way are routed to the Speak-Up Officer without being read by any other person and are acknowledged within five business days.

There is no requirement to use line management first, no requirement to give a name, and no requirement to be certain. A reasonable belief is enough. Nothing on this page limits the right of any person to make a protected disclosure to a Prescribed Person or to take independent legal advice.

This Policy is issued by the Board of Fratres Limited, registered in England and Wales, and applies to the Company and to every entity under its control.

Related policies

Conflicts of Interest PolicyIdentification, recording, management and disclosure of actual and potential conflicts arising in advisory and facilitation work.FGL-LEG-13 Modern Slavery & Human Trafficking StatementSteps taken to identify and address modern slavery and human trafficking risk in the firm’s operations and supply relationships.FGL-LEG-15 ESG & Responsible Business PolicyEnvironmental, social and governance commitments applied to the projects the firm supports and the mandates it accepts.FGL-LEG-16 Complaints Handling ProcedureHow to raise a complaint, the acknowledgement and investigation timeline, and the escalation route if the outcome is unsatisfactory.FGL-LEG-17

Full legal register