Whistle Blowing Policy

1.0 Introduction:

1.1 BBK is committed to the highest standards of good governance, openness, transparency, honesty, integrity and accountability. This whistleblowing policy document explains procedure for reporting any misconduct to the designated officials so that appropriate remedial action can be taken.

1.2 Whistleblowing is the term used when an employee, client, supplier (current or former) passes on information concerning wrongdoing, i.e. “making a disclosure” or “blowing the whistle” on a wrongdoing typically (although not necessarily) they have witnessed at work.

1.3 Whistleblowing procedures are intended to make it easier for members of staff, clients and suppliers (current or former, for all the three categories), to be able to report irregularities in good faith, without having to fear that their action may have adverse consequences.

1.4 This document clarifies that employees and other individuals representing BBK can raise an alert on misconduct without fear of retaliation, victimization, subsequent discrimination or disadvantage. This whistleblowing policy is intended to encourage and enable employees and other individuals representing the Bank to raise serious concerns within BBK rather than overlooking a problem or ‘blowing the whistle’ outside.

1.5 The policy applies to all employees of BBK Group as well as Directors of BBK, clients and suppliers (current or former). The Bank shall mean BBK and BBK shall mean BBK Group, which includes BBK, its overseas branches/representative offices and wholly owned subsidiaries. Subsidiaries may also maintain their separate policy documents and reporting mechanism to their designated officers and respective audit committees of the subsidiaries’ Boards.

1.6 These procedures contained herein are in addition to the customers’ complaints procedures, code of ethics for staff, STR reporting procedures, Code of Best Practice for consumer credit and charging, and other statutory or regulatory disclosure, reporting procedures and requirements.

2.0 SCOPE OF THIS POLICY:

2.1 This policy is designed to enable Directors, all employees, including temporary staff, clients and suppliers (current or former) to raise any serious concerns internally with high level of confidentiality and immunity.

2.2 Any individual who has observed a reportable misconduct has an obligation and responsibility to report such conduct to the appropriate authority.

2.3 Conduct becomes reportable when it happens or when it is reasonably likely to happen in near future. In determining whether to report a conduct, the harm to the institution should not only be measured in terms of funds lost or damage to a particular activity or initiative but should also be assessed in terms of damages to the integrity and reputation of BBK.

2.4 This policy is also a mean of preventing and deterring misconduct that may be contemplated but has not yet taken place.

2.5 This policy aims to:

• Encourage employees and other individuals to feel confident in raising serious concerns and to question and act upon concerns.
• Provide avenues to raise concerns and receive feedback on any action taken.
• Reassure employees and other individuals that they will be protected from possible reprisal or victimization if they have a reasonable belief that they have made any disclosure in good faith.

2.6 The whistleblowing policy is intended to cover major concerns that fall outside the scope of other procedures. These concerns may include:

• conduct which is an offence or a breach of law including failure to comply with the requirements of CBB Law and/or CBB Rulebook
• related to miscarriages of justice
• health and safety risks, including risks to public/employees
• damage to reputation
• damage to the environment
• the unauthorized use of Bank’s funds and/or use of funds/ property/ resources for illegal, improper or unethical purpose
• possible fraud
• indulgence in corruption
• sexual or physical abuse
• other unethical conduct
• amounts to illegal or unlawful conduct;
• amounts to the waste/misuse of BBK resources;
• covering a wrongdoing in the above categories

2.7 A serious concern about any aspect of service provision or the conduct of officers or employees or others acting on behalf of BBK can be reported under this whistleblowing policy. It includes any act/event which;

• is against governing rules, procedures, and policies; or established standards of practice;
• falls below established standards of practice and ethics such as integrity, respect, honesty, responsibility, accountability and fairness;
• amounts to an attempt to cover up any of these types of actions.

3.0 PROTECTION TO WHISTLEBLOWER:

3.1 Retaliation, Harassment or Victimization:

3.1.1 BBK will not tolerate any harassment or victimization (including informal pressures) and will take appropriate action to protect those who raise a concern in good faith.

3.1.2 Any investigation into allegations of potential malpractice or misconduct reported by whistleblower will not influence or be influenced by any other disciplinary procedures that already may otherwise affect the whistleblower.

3.2 Confidentiality:

3.2.1 All concerns/reports will be treated in utmost confidentiality. In certain instances, however, subject always to clause 3.2.2 below, the whistleblower may be requested to come forward to substantiate or clarify his views.

3.2.2 All whistleblowing reports would be treated as either confidential or anonymous. The choice between confidential or anonymous is that of the whistleblower alone.

3.2.3 A whistleblower may choose to reveal his/her identity when a report or disclosure is made. BBK will respect and protect the confidentiality of the whistleblower and gives the assurance that it will not reveal the identity of the whistleblower to any unrelated third party, unless as required by legal proceedings (i.e. overriding legal obligation).

3.2.4 The Bank expects that the whistleblower maintains same level of confidentiality.

3.3 Untrue Allegations

3.3.1 If a whistleblower makes an allegation in good faith, but it is not confirmed by subsequent investigation, no action will be taken against him. In making a report, the individual must exercise due care to ensure the accuracy of the information. If, however, the whistleblower makes an allegation frivolously, maliciously, for personal gain, for personal reasons; Bank may consider disciplinary action against him/her. Initiating such action would need approval of the Chief Executive.

3.3.2 “Good faith” can be taken to mean the unequivocal belief in the veracity of the reported incidents, i.e. the fact that the member of staff reasonably believes that the transmitted information to be true.

Staff members, who make a report maliciously, based knowingly on false or misleading information, seemingly due to personal bias, shall not be protected and shall be subject to disciplinary measures.

3.4 Anonymous Allegations:

3.4.1 This policy encourages the whistleblower to put his/her name on the allegation whenever possible. A confidential report as opposed to an anonymous report will facilitate informed investigation process.

3.4.2 Concerns expressed anonymously will however, be accepted but would be considered at the discretion of Audit and Compliance Committee and if need be, the Board.

3.4.3 In exercising this discretion the factors to be taken into account would include:

• the seriousness of the issues raised
• the credibility of the concern; and
• the likelihood of confirming the allegation from attributable sources.

3.5 Whistleblower Protection Officer (Protection Officer):

3.5.1 If the whistleblower chooses to reveal the identity or the identity becomes apparent during the process, then the whistleblower will have the option to request the involvement of the Protection Officer.

3.5.2 Assistant General Manager – Human Resources is the designated Protection Officer who has the responsibility of providing individual employees with protection against disadvantage. Available protections may include:

• ensuring confidentiality and protecting the whistleblower’s identity during the process.
• monitoring and managing the behavior of other employees
• offering a leave of absence while matter is investigated
• relocation to a different branch or department
• rectification of any detriment suffered

3.5.3 Protection Officer will not take part in the investigation where his/her involvement is requested and will become the key contact point for the whistleblower in providing the updates regarding the investigation. In case the Assistant General Manager – Human Resources is involved in the Whistleblowing investigation, then the Group Chief Human Resources & Administration Officer would be the Protection Officer.

3.6 Rights and Obligations of the Implicated Person:

3.6.1 The whistleblowing policy considers the rights of the implicated person without harming the rights of the whistleblower.

3.6.2 The accused/implicated person should be informed in a timely manner provided this does not jeopardize the investigation.

3.6.3 The implicated person may object and provide explanation / justification.

3.6.4 The implicated person should provide accurate information known to him/her and is obliged to preserve confidentiality of the issue.

4.0 REPORTING PROCESS AND HIERARCHY:

4.1 Employees, clients and suppliers should raise concerns to the General Manager Audit. Internal Audit staff are recommended to report concerns they may have within the department to Group Chief Human Resources & Administration Officer to avoid any conflict of interest.

4.2 A member of the Board may raise his concerns to the Chairman of the Audit and Compliance Committee or to the Chairman of the Board.

4.3 Concerns may be raised in writing. Whistleblower are encouraged to provide information on following lines on a plain paper/e-mail:

• the background and history of the concern (giving relevant dates);
• the reason why they are particularly concerned about the situation.

4.4 Concerns in writing may be reported by sending an email to [email protected] which is managed and monitored by the Designated Officer.

4.5 Although the whistleblower is not expected to prove beyond doubt the truth of an allegation, he/she will need to demonstrate to the official contacted that there are reasonable grounds for concern.

5.0 DEALING WITH REPORTS/COMPLAINTS:

5.1 BBK is committed to investigating and addressing all reported cases under this policy.

5.2 In order to protect individuals and those accused of misdeeds or possible malpractice, initial enquiries will be made to decide whether an investigation is appropriate and, if so, what form it should take.

5.3 Employees who make a disclosure under the Whistleblowing policy should believe that they are acting in the public interest of the organization. Concerns or allegations which fall within the scope of specific procedures (such as HR grievance procedures, complaints procedure etc) should normally be referred by the employee or the designated officer to concerned official under those procedures.

5.4 Some concerns may get resolved/addressed without the need for detailed investigation. If urgent administrative action is required then required steps will be taken by the designated official before any investigation is conducted.

5.5 The amount of contact between the officers considering the issues and the whistleblower will depend on the nature of the matters raised, the potential difficulties involved and the clarity of the information provided. If necessary, further information would be sought from the whistleblower.

5.6 After preliminary examination by Internal Audit, where appropriate, the matters raised may be:

• investigated by Internal Committee (as per 5.7 below);
• referred to the External Auditor;
• referred to Audit and Compliance Committee of the Board;
• reported to the Central Bank of Bahrain
• referred to the police.

5.7 Internal Committee for the purpose of investigation will comprise of the following permanent members –

• Group Chief Human Resources & Administration Officer
• Group Chief Financial Officer
• Group Chief Risk Officer
• General Manager – Internal Audit
• Department Head – Legal Affairs

Depending on the case requirements, the Committee may invite any other official/s to participate in the internal investigation. If any of the above committee member is the implicated person (as per clause 3.6) or where the member’s participation creates a conflict of interest, then such member will not participate in the investigation process.

5.8 The Bank will take steps to minimize any difficulties which the whistleblower may experience as a result of raising a concern. For instance, if the whistleblower is required to give evidence in criminal or disciplinary proceedings, the Bank will arrange for him/her to receive advice about the applicable procedures.

5.9 The Bank accepts that the whistleblower needs to be assured that the matter has been properly addressed. Therefore, subject to legal and confidentiality constraints, the Bank will inform the whistleblower of the outcome of any investigation.

6.0 POLICY GOVERNANCE AND OVERSIGHT RESPONSIBILITIES

6.1 Review and Implementation of the Policy:

6.1.1 The whistleblowing policy shall be reviewed every three years by the Designated Officer in coordination with the BBK HR, Compliance and Corporate Secretariat.

6.1.2 The implementation and ownership of this policy will be with the GM, Audit. He will submit a quarterly report to the Audit Committee covering the number of reports received, steps taken and their status.

6.1.3 The Audit and Compliance Committee has the responsibility of overseeing this policy and its compliance.

6.2 Effectiveness Oversight

6.2.1 The Audit and Compliance Committee reviews the effectiveness of this policy through the quarterly reports submitted by the GM Audit.

6.2.2 The Audit and Compliance Committee might also consider the following while assessing the effectiveness:

issues which have come to the Board/Audit and Compliance Committee attention which would have expected to be raised under the whistleblowing process defined in this policy.

adequacy of the follow-up process to track actions taken in relation to the whistleblowing concerns raised.

following up regulatory communications related to Whistleblowing

• effectiveness of handling confidentiality issues.
• any events which have come to the Board/Audit and Compliance Committee attention that might indicate unfair treatment with staff as a result of raising concerns.
• need for review of staff awareness procedures in relation to this policy.

7.0 THE DESIGNATED OFFICER:

7.1 As described in section 4 the GM Audit would be the ‘designated officer’ under this policy.

7.2 The Designated Officer will report each complaint/report to the Audit and Compliance Committee. The case/complaint should however be handled as per the process described above.

7.3 The GM Audit has overall responsibility for the maintenance and operation of this policy. The GM Audit would arrange for maintaining record of concerns raised and the outcome (in a form which does not endanger confidentiality) and will report, as and when necessary, to the Audit and Compliance Committee of the Board of Directors.

7.4 The records on whistleblowing matters are retained in line with BBK’s record retention policy. These are maintained with the BBK Corporate Secretariat as part of quarterly submissions to the Audit and Compliance Committee.

7.5 The Audit and Compliance Committee, within its discretion, will apprise the Board suitably.

8.0 FLEXIBILITY TO WHISTLEBLOWER

8.1 If the whistleblower feels that it is his/her right to take the matter beyond the above-mentioned designated officials then following are possible contact points:

• Independent Directors
• Chairman of the Board of Directors
• the External Auditor
• The Central Bank of Bahrain (Supervisory point of contact)

9.0 AWARENESS AND DISCLOSURE:

9.1 The Designated Officer will deliver the information and awareness on the policy and its significance including the protection it provides by following means:

• Periodic messages on the BBK Bulletin Board
• Specific communications via email to the Department Heads
• New employees will be notified about the policy during the induction program
• Any other additional methods, as may be considered appropriate by the Designated Officer.

9.2 This policy should also be made accessible to all the Directors, staff members and clients, suppliers and disclosed on the website and intranet. It should be included in the HR and compliance policies.