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WhistleBlower Policy

  /  WhistleBlower Policy

Policy Purpose

Africa Health Holdings Limited (“Company”) has adopted codes of ethics and company policies which lay down the principles and standards to govern the actions of the Company and its Employees. The role of Employees in reporting violations of these standards is imperative to the business operations of the Company. Accordingly, this Whistleblower Policy (“Policy”) has been formulated with a view to provide a mechanism for Employees of the Company to raise concerns of any violations of the code of ethics, company policies and legal or regulatory requirements.

Objectives Of The Policy

The Company is committed to adhering to the highest ethical and legal standards in the conduct of its business operations and protecting the health and safety of Employees. To maintain these standards, the Company has formulated this Whistleblower Policy to provide an avenue that encourages Employees who have information about Malpractices within the Company, to report such misconduct without fear of reprisal. The Policy applies to Employees, Contractors providing services to the Company and any other person(s) associated with the Company.

Definitions

“Audit Committee” means a committee of persons who have been appointed to conduct detailed investigations into a Protected Disclosure received from a Whistleblower and to take disciplinary action. Members of this Committee shall consist of the General Counsel, Head of Human Resources and any appointed compliance staff.
“Company” means Africa Health Holdings Limited.
“Disciplinary Action” means any action that may be taken by the Audit Committee upon the completion of investigative proceedings including but not limited to a warning, suspension,termination of employment or any such action as is deemed appropriate considering the severity of the misconduct.
“Employee” means an employee of the Company.
“Malpractice” includes breach of company policy and regulations, manipulation of company data, intentional/negligent financial irregularities, breach of confidentiality and data privacy, sexual harassment, committing waste to company assets, breach of IT security, abuse of authority and conduct causing danger to employee health and safety.

“Policy” means this Whistleblower Policy.
“Protected Disclosure” means a written or oral report that discloses information evidencing Malpractice as defined under this Policy.
“Retaliation” includes reprisals, victimization, harassment, termination of employment due to Protected Disclosure, demotion or any other direct or indirect use of authority to impede the Whistleblower’s employment.

“Subject” means a person(s) in respect of whom a Protected Disclosure is made or evidence is gathered during the course of an investigation under this Policy.
“Whistleblower” means a person who makes a Protected Disclosure under this Policy.

Guiding Principles

To ensure that this Policy is adhered to and effectively implemented, the Company will:
a. Ensure that the Whistleblower is not victimized;
b. Treat victimization as a serious matter, including initiating disciplinary action on
person(s) indulging in victimization;
c. Ensure complete confidentiality and not reveal the identity of the Whistleblower to
the Subject, regardless of the outcome of investigations;
d. Not attempt to conceal evidence of the Protected Disclosure;
e. Ensure that Employees or parties associated with the Company who assist in
investigations are protected to the same extent as the Whistleblower;
f. Take disciplinary action if a person destroys or conceals evidence relating to the
Protected Disclosure made or yet to be made;
g. Provide an opportunity of being heard to person(s) involved with the Subject; and
h. Ensure that an Employee who abuses this Policy by knowingly making a false report
of Malpractice is subject to disciplinary action.

Duties Of The Whistleblower

a. The Whistleblower shall bring to the immediate attention of the Audit Committee any
known or reasonably suspected Malpractice, by making a Protected Disclosure in
accordance with Annex A. The Whistleblower need not have proof but must have a
reasonable basis for making the disclosure.
b. The Whistleblower shall co-operate with the Audit Committee during its
investigations and maintain confidentiality of the Protected Disclosure and the
investigative process.

Duties And Responsibilities Of The Audit Committee

a. The Audit Committee shall nominate the Head of Human Resources (referred to as
the Audit Committee Representative) to be responsible for receiving and
acknowledging receipt of Protected Disclosures.
b. A member of the Audit Committee, who is a Subject or who believes that she/he
cannot remain impartial, must recuse herself/himself from the investigation, and
another employee shall be appointed to take her/his position for that matter only.
c. The Audit Committee shall be responsible for investigating all reports and allegations
of Malpractice by conducting fact-finding investigations into the Protected Disclosure
in a fair and unbiased manner.
d. The Audit Committee shall maintain strict confidentiality of the Whistleblower’s
identity, the investigating process and all Protected Disclosures.
e. The Audit Committee shall generate a report from the Committee’s investigations and
submit the report with its recommendations to the Chief Executive Officer (CEO)
within thirty (30) working days after concluding the case (or if the CEO is the subject
of the investigation, the report shall be submitted to the Board of Directors).

Rights Of A Subject

a. A Subject shall be given a fair hearing by the Committee during the conduct of
investigations into the Protected Disclosure.
b. A Subject shall be informed of the outcome of the investigation after a final decision
is made following the submission of the Committee’s report to the CEO (or the Board
of Directors).

Management Action On False Disclosures

An employee who knowingly makes false allegations of Malpractice shall be subject to
disciplinary action by the Audit Committee.

Access To Reports And Documents

All reports, records and other information obtained in compliance with this Policy is
considered confidential information and access will be restricted to the Audit Committee, the Whistleblower, the CEO and the Board of Directors, except as required by any law, regulation or existing corporate policy.

Reports

The Audit Committee shall submit quarterly status reports on the total number of Protected Disclosures received during the period, with a summary of the findings and
recommendations to the CEO (or the Board of Directors).

Company's Powers

The Company may amend, suspend, or rescind this Policy at any time. The Company may also establish further rules and procedures to give effect to the intent of this Policy and further the objective of good corporate governance.

ANNEX A

Procedures For Reporting & Dealing With Protected Disclosures

How a Protected Disclosure shall be made and to whom.

A Protected Disclosure may be made in writing or orally after which it shall be reduced to writing. Where an oral statement is reduced to writing, it must reflect the actual disclosure by the Whistleblower and be signed by the Whistleblower. The Protected Disclosure may be submitted by hand-delivery, by post or email addressed to the Head of Human Resources (or the General Counsel) or by any other effective means to report a Malpractice. The Protected Disclosure may also be submitted directly to the Audit Committee at the below listed email
address. ___________________________________________
The Anonymous Protected Disclosure may be submitted making use of the AHH Digital Whistleblower platform.
Protected Disclosures against any employee such as Unit Heads, Associates or Executive Directors should be sent directly to the HR at megbeoluwa@africahehalthholdings.com . For animosity, protected disclosures can be made through the AHH Digital Whistleblower platform which also has a reporting structure.Protected Disclosures against any HR employee should be sent directly to the General Counsel at ei@africahealthholdings.com . For animosity, protected disclosures can be made through the AHH Digital Whistleblower platform which has a similar reporting structure.
Protected Disclosures against the General Counsel or any member of the Management team should be sent directly to the CEO at sdelle@africahealthholdings.com . For animosity, protected disclosures can be made through the AHH Digital Whistleblower platform which Protected Disclosures against the CEO should be sent directly to an Independent Director at
george.ofori@mssm.edu . For animosity, protected disclosures can be made through the AHH Digital Whistleblower platform which has a similar reporting structure.

Format for submitting Protected Disclosures.

a. Name, address, position and contact details of the Whistleblower. For anonymous Protected Disclosures, employee may skip this step.
b. Description of the Malpractice committed and giving rise to the Protected Disclosure including the name, position and other details of the Employee alleged to have committed the Malpractice.
c. An Employee who wishes to make an anonymous Protected Disclosures shall not be required to give details about his/her identity. For anonymous protected disclosures,employees are encouraged to make use of the Digital Whistleblower platform which was solely designed for this purpose.

Format for submitting Protected Disclosures.

a. Name, address, position and contact details of the Whistleblower. For anonymous Protected Disclosures, employee may skip this step.
b. Description of the Malpractice committed and giving rise to the Protected Disclosure including the name, position and other details of the Employee alleged to have committed the Malpractice.
c. An Employee who wishes to make an anonymous Protected Disclosures shall not be required to give details about his/her identity. For anonymous protected disclosures,employees are encouraged to make use of the Digital Whistleblower platform which was solely designed for this purpose.

Procedure after Protected Disclosure is submitted.

a. The Audit Committee representative shall make a record of the time and place of the
Protected Disclosure and acknowledge receipt in writing to the Whistleblower where
the identity of the Whistleblower is known.
b. The Audit Committee shall inform the Subject of the allegations of Malpractice made
by a Whistleblower and give the Subject a fair hearing and the opportunity to defend
the allegation.
c. The Audit Committee shall conduct investigations into any Protected Disclosure
which may include reviewing of documents and interviews with various individuals,
and make a determination as to whether a Malpractice has been committed. If the
allegations do not constitute a Malpractice, the Audit Committee will record this
finding with reasons and communicate same to the Whistleblower within thirty (30)
days after the concluding investigations.
d. Where the Audit Committee determines that a Malpractice has been committed, the
Committee shall take disciplinary action against the Employee which may include a
warning, suspension, termination of employment or any such action deemed
appropriate to discipline the Employee.
e. Where the Audit Committee determines that the Malpractice constitutes a civil or
criminal act, the Committee may bring legal action against the Employee.
f. The Audit Committee shall conduct investigations in a timely manner and submit a
written report with findings and recommendations to the CEO not later than thirty
(30) working days after concluding the case.
g. The Audit Committee Representative shall inform the Whistleblower of the final
decision of the Committee.

Retaliatory action or threats of retaliatory action after Protected Disclosure.

Where a Whistleblower experiences retaliatory action as a result of a Protected Disclosure, the Audit Committee shall investigate such retaliatory action and take disciplinary action against any Employee engaging in such an action. The Committee may further recommend appropriate steps to protect the Whistleblower from exposure to such retaliatory actions.