WHISTLE BLOWER POLICY
1. Objective:
The Objective of this Policy is to provide a framework to promote responsible and secure whistle blowing. It protects Team Members, customers and/or third-party intermediaries wishing to raise a concern about serious irregularities within Exotic. The Policy neither releases Team Members, customers and/or third- party intermediaries from their duty of confidentiality in the course of their work, nor is it a route for taking up a grievance about a personal situation.
2. Scope:
The policy is applicable to all the team members across the board including consultants/Contractors/Part Time Consultants/Contractors/Interns
3. Policy Procedure and Guidelines:
Definition
“Whistle blower” is defined as any Team Member (defined below) who has or had access to data, events or information about an actual, suspected or anticipated Reportable Matter within or by the organization, and, whether anonymously or not, makes or attempts to make a deliberate, voluntary and protected disclosure or complaint of organizational malpractice.
“Reportable Matters” means Questionable Accounting or Auditing Matters (defined below), and/or any other Exotic matters involving abuse of authority, breach of Exotic Code of Conduct, fraud, bribery, corruption, Team Member misconduct, illegality, health & safety, environmental issues, wastage/misappropriation of Exotic funds/assets and any other unethical conduct
“Questionable Accounting or Auditing Matters” include, without limitation, the following:
- Fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of Exotic:
- Fraud or deliberate error in the recording and maintaining of financial records of Exotic;
- Deficiencies in or non-compliance with Exotic’s internal accounting controls; misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of Exotic; or
- Deviation from full and fair reporting of Exotic’s financial condition
4. Reporting Responsibility
“Team Member” means any Team Member, director, customer, contractor and/or third-party intermediary engaged to conduct business on behalf of Exotic, such as agents and consultants
5. False Complaints
While this Policy is intended to protect genuine Whistleblowers from any unfair treatment as a result of their disclosure, however misuse of this protection by making frivolous and bogus complaints with mala fide intentions is strictly prohibited. A Team Member who makes complaints with mala fide intentions and which are subsequently found to be false will be subject to strict disciplinary action.
6. Reporting mechanisms
Team Member should raise Reportable Matters with someone who is in a position to address them appropriately. In most cases, a Team Member’s supervisor, manager or point of contact is in the best position to address an area of concern. Supervisors, managers or points of contact to whom Reportable Matters are raised are required to report the same immediately to the Chairman of the Audit Committee Notwithstanding the aforesaid, Team Member can lodge a complaint in one of the following ways A complaint may be made anonymously. If a complaint is made anonymously, however, the complainant must be detailed in their description of the complaint and must provide the basis of making the assertion therein.
- By contacting the Internal Committee: CMD: Balasubramani K, email: [email protected]
- By sending a complaint letter in a sealed envelope marked “Private and Confidential” to the Group General Counsel
Although a Whistle blower is not required to furnish any more information than what he/she wishes to disclose, it is essential for Exotic to have all critical information in order to enable Exotic to effectively evaluate and investigate the complaint. It is difficult for Exotic to proceed with an investigation on a complaint, particularly an anonymous complaint, which does not contain all the critical information such as the specific charge. The complaint or disclosure must therefore provide as much detail and be as specific as possible, including names and dates, in order to facilitate the investigation
To the extent possible, the complaint or disclosure must include the following:
1. The Team Member, and/or outside party or parties involved;
2. The sector of Exotic where it happened (division, office);
3. When did it happen: a date or a period of time;
4. Type of concern (what happened);
a. Financial reporting;
b. Legal matter;
c. Management action;
d. Team Member misconduct; and/or
e. Health & safety and environmental issues.
5. Submit proof or identify where proof can be found, if possible;
6. Who to contact for more information, if possible; and/or
7. Prior efforts to address the problem, if any.
7. Investigations
Upon receipt of a complaint, the Group General Counsel will make an assessment thereof and place an appropriate complaint before the Audit Committee. The Audit Committee shall address all concerns or complaints regarding Reportable Matters which are placed before them and ensure resolution of the same.
The Group General Counsel may, in consultation with the Audit Committee, either direct the complaint to the organization/department best placed to address it (while maintaining oversight authority for the investigation) or lead the investigation in person to ensure prompt and appropriate investigation and resolution.
All information disclosed during the course of the investigation will remain confidential, except as necessary or appropriate to conduct the investigation and take any remedial action, in accordance with any applicable laws and regulations. Exotic reserves the right to refer any concerns or complaints regarding Reportable Matters to appropriate external regulatory authorities. All Team Member have a duty to cooperate in the investigation of complaints reported as mentioned hereinabove.
Depending on the nature of the complaint, any concerned Team Member, at the outset of formal investigations, may be informed of the allegations against him/her and provided an opportunity to reply to such allegations.
Team Member shall be subject to strict disciplinary action up to and including immediate dismissal, if they fail to cooperate in an investigation, or deliberately provide false information during an investigation. If, at the conclusion of its investigation, Exotic determines that a violation has occurred or the allegations are substantiated, Exotic will take effective remedial action commensurate with the severity of the offence. This may include disciplinary action against the concerned Team Member. Exotic may also take reasonable and necessary measures to prevent any further violations which may have resulted in a complaint being made. In some situations, Exotic may be under a legal obligation to refer matters to appropriate external regulatory authorities
8. Non-Retaliation
No Team Member who, in good faith, makes a disclosure or lodges a complaint in accordance with this Policy shall suffer reprisal, discrimination or adverse employment consequences.
Accordingly, Exotic strictly prohibits discrimination, retaliation or harassment of any kind against a Whistle blower who, based on his/her reasonable belief that one or more Reportable Matters has occurred or are occurring, reports that information.
Any Team Member who retaliates against a Whistle blower who has raised a Reportable Matter in good faith, will be subject to strict disciplinary action up to and including immediate termination of employment or termination of his/her relationship with Exotic.
If any Team Member who makes a disclosure or complaint in good faith, believes that he/she is being subjected to discrimination, retaliation or harassment for having made a report under this Policy, he/she must immediately report those facts to his/her supervisor, manager or point of contact, or the Group General Counsel. If, for any reason, he/she does not feel comfortable discussing the matter with these persons, he/she should bring the matter to the attention of the Audit Committee. It is imperative that such Team Member brings the matter to Exotic’s attention promptly so that any concern of reprisal, discrimination or adverse employment consequences can be investigated and addressed promptly and appropriately
9. Document Retention
Exotic shall maintain documentation of all complaints or reports subject to this Policy. The documentation shall include any written submissions provided by the complainant, any other Exotic documents identified in the complaint or by Exotic as relevant to the complaint, a summary of the date and manner in which the complaint was received by Exotic and any response by Exotic to the complainant.
All such documentation shall be retained by Exotic for a minimum of six (6) years from the date of receipt of the complaint. Confidentiality will be maintained to the extent reasonably practicable depending on the requirements and nature of the investigation, as indicated above
10. Additional enforcement information
In addition to Exotic’s internal complaint procedure, Team Member should also be aware that certain central, federal, local and state law enforcement agencies and regulatory authorities are authorized to review questionable accounting or auditing matters, or potentially fraudulent reports of financial information. Nothing in this Policy is intended to prevent any Team Member from reporting information to the appropriate agency when the Team Member has reasonable cause to believe that the violation of a central, federal, local or state statute or regulation has occurred. Version
11. Modification
Exotic may modify this Policy unilaterally at any time without notice. Modification may be necessary, among other reasons, to maintain compliance with local, state, central and federal regulations and/or to accommodate organizational changes within Exotic.
12. Conclusion
- Exotic’s Code of Conduct as well as Exotic’s policies and practices have been developed as a guide to our legal and ethical responsibilities to achieve and maintain the highest business standards.
- Conduct that violates Exotic’s policies are viewed as unacceptable by Exotic.
- Certain violations of Exotic’s policies and practices could even subject Exotic and any individual Team Member involved to civil and criminal penalties. Before issues escalate to such level, Team
- Member are Encouraged to report any violations covered herein above, or reprisal, discrimination or adverse employment consequences related to such reports.
- For any queries/concerns regarding Exotic Whistleblower Policy, contact: HR Department
13. Approvals:
Any matter not specifically covered under the above guidelines shall be referred to and approved by Head HR and MD
The interpretation of this policy rests exclusively with Exotic. The decision of Exotic shall be final and binding. Any exception to the policy would need the approval of Head HR and MD