Whistleblowing policy

General principles

Ingenious Capital Management and Goldwoodshire Limited (together the Regulated Entities) are committed to conducting their business with honesty and integrity, and expect all staff to maintain high standards in accordance with applicable laws and regulations. However, all organisations face the risk of things going wrong from time to time, or of unknowingly harbouring illegal or unethical conduct. A culture of openness and accountability is essential in order to prevent such situations occurring and to address them when they do occur.

The aims of the policy are:

• To encourage staff to report suspected wrongdoing as soon as possible, in the knowledge that their concerns will be taken seriously and investigated as appropriate, and that their confidentiality will be respected.
• To provide staff with guidance as to how to raise those concerns.
• To reassure staff that they should be able to raise genuine concerns without fear of reprisals, even if they turn out to be mistaken.
• To confirm that concerns will be taken seriously, investigated appropriately and that the whistleblower’s confidentiality will be protected wherever possible.
• To convey the seriousness and importance that we attach to identifying and remedying wrongdoing.

This policy does not form part of an employee’s contract of employment and we may vary it at any time.

Personnel responsible for the policy

The Audit and Risk Committee has overall responsibility for this policy, and for reviewing the effectiveness of actions taken in response to concerns raised under this policy.

The Whistleblowing Officer has day to day operational responsibility for this policy, and must ensure that all managers and other staff who may deal with concerns or investigations under this policy receive regular and appropriate training.

The Whistleblowing Officer, in conjunction with the Audit and Risk Committee should review this policy from a legal and operational perspective at least once a year.

All staff are responsible for the success of this policy and should ensure that they use it to disclose any suspected danger or wrongdoing. Staff are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the Whistleblowing Officer.

What is Whistleblowing?

Whistleblowing is the disclosure of information which relates to suspected wrongdoing or danger at work. This includes bribery, fraud or other criminal activity, miscarriages of justice, health and safety risks, damage to the environment and any breach of legal, regulatory or professional obligations.

Examples include, but are not limited to:

• criminal activity;
• failure to comply with any legal or professional obligation or regulatory requirements;
• miscarriages of justice;
• danger to health and safety;
• damage to the environment;
• bribery under our Anti-Corruption, Gifts and Hospitality policy;
• financial fraud or mismanagement;
• negligence;
• breach of our internal policies and procedures;
• conduct likely to damage our reputation;
• unauthorised disclosure of confidential information.
• the deliberate concealment of any of the above matters.

The Regulated Entities are subject to the rules of the Financial Conduct Authority, as set out in the FCA Handbook, as well as other regulations (such as the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017 and statutes (principally the Financial Services and Markets Act 2000). Particularly relevant are the Principles for Businesses, which are a general statement of the fundamental obligations of all firms under the regulatory system. Principle 11 requires that firms must disclose to the FCA appropriately anything relating to the firm of which the FCA would reasonably expect notice. Therefore, where you have a concern relating to any of the items detailed above, you should discuss this with the Whistleblowing Officer or a member of the Compliance department at your earliest convenience, who can assess whether or not notification to the FCA is required.

A whistleblower is a person who raises a genuine concern relating to any of the above. If you have any genuine concerns related to suspected wrongdoing or danger affecting any of our activities (a whistleblowing concern) you should report it under this policy.

This policy should not be used for complaints relating to your own personal circumstances, such as the way you have been treated at work. In those cases, you should use the Grievance procedure or Anti-Harassment and Anti-Bullying policy and procedure.

If you are uncertain whether something is within the scope of this policy you should seek advice from the Whistleblowing Officer, whose contact details are at the end of this policy.

Raising a whistleblowing concern

We hope that in many cases you will be able to raise any concerns with your line manager or the Chief Executive Officer. You may tell them in person or put the matter in writing if you prefer. They may be able to agree a way of resolving your concern quickly and effectively. In some cases, they may refer the matter to the Whistleblowing Officer.

However, where the matter is more serious, or you feel that your line manager or the Chief Executive Officer has not addressed your concern, or you prefer not to raise it with them for any reason, you should contact one of the following:

• The Whistleblowing Officer, Pieter Vorster;
• The Chairman of the Audit and Risk Committee; Peter Shawyer;
• A member of the Compliance department or
• External Auditor, Georgie Gaunt

Contact details are set out at the end of this policy.

We will arrange a meeting with you as soon as possible to discuss your concern. You may bring a colleague to any meetings under this policy. Your companion must respect the confidentiality of your disclosure and any subsequent investigation.

We will take down a written summary of your concern and provide you with a copy after the meeting. We will also aim to give you an indication of how we propose to deal with the matter.

Confidentiality

We hope that staff will feel able to voice whistleblowing concerns openly under this policy. However, if you want to raise your concern confidentially, we will make every effort to keep your identity secret. If it is necessary for anyone investigating your concern to know your identity, we will discuss this with you.

We do not encourage staff to make disclosures anonymously. Proper investigation may be more difficult or impossible if we cannot obtain further information from you. It is also more difficult to establish whether any allegations are credible. Whistleblowers who are concerned about possible reprisals if their identity is revealed should come forward to the Whistleblowing Officer or one of the other contact points listed in at the end of this policy and appropriate measures can then be taken to preserve confidentiality. If you are in any doubt you can seek advice from Protect (formerly Public Concern at Work), the independent whistleblowing charity, who offer a confidential helpline. Their contact details are at the end of this policy.

Investigating and outcome

Once you have raised a concern, we will carry out an initial assessment to determine the scope of any investigation. We will inform you of the outcome of our assessment. You may be required to attend additional meetings in order to provide further information.

In some cases, we may appoint an investigator or team of investigators including staff with relevant experience of investigations or specialist knowledge of the subject matter. The investigator(s) may make recommendations for change to enable us to minimise the risk of future wrongdoing.

We will aim to keep you informed of the progress of the investigation and its likely timescale. However, sometimes the need for confidentiality may prevent us giving you specific details of the investigation or any disciplinary action taken as a result. You should treat any information about the investigation as confidential.

If we conclude that a whistleblower has made false allegations maliciously or with a view to personal gain, the whistleblower will be subject to disciplinary action.

If you are not satisfied

While we cannot always guarantee the outcome you are seeking, we will try to deal with your concern fairly and in an appropriate way. By using this policy, you can help us to achieve this.

If you are not happy with the way in which your concern has been handled, you can raise it with one of the other key contacts at the end of this policy. Alternatively, you may contact the Group Chief Executive Officer or our external auditors. Contact details are set out at the end of this policy.

External disclosures

The aim of this policy is to provide an internal mechanism for reporting, investigating and remedying any wrongdoing in the workplace. In most cases you should not find it necessary to alert anyone externally.

The law recognises that in some circumstances it may be appropriate for you to report your concerns to an external body such as a regulator. It will very rarely if ever be appropriate to alert the media. We strongly encourage you to seek advice before reporting a concern to anyone external. The independent whistleblowing charity, Protect, operates a confidential helpline. They also have a list of prescribed regulators for reporting certain types of concern. Their contact details are at the end of this policy.

Whistleblowing concerns usually relate to the conduct of our staff, but they may sometimes relate to the actions of a third party, such as a customer, supplier or service provider. In some circumstances the law will protect you if you raise the matter with the third party directly. However, we encourage you to report such concerns internally first. You should contact your line manager or Chief Executive Officer or one of the other individuals set out at the end of this policy for guidance.

Protection and support for Whistleblowers

It is understandable that whistleblowers are sometimes worried about possible repercussions. We aim to encourage openness and will support staff who raise genuine concerns under this policy, even if they turn out to be mistaken.

Whistleblowers must not suffer any detrimental treatment as a result of raising a concern. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform the Whistleblowing Officer immediately. If the matter is not remedied you should raise it formally using our Grievance procedure.

You must not threaten or retaliate against whistleblowers in any way. If you are involved in such conduct you may be subject to disciplinary action. In some cases, the whistleblower could have a right to sue you personally for compensation in an employment tribunal.

There are specific legal protections for disclosures that are in the ‘public interest’, known as Protected Disclosures. These are defined under law in the Public Interest Disclosure Act 1998 (PIDA). In summary, these are disclosures that are made in the public interest that you reasonably believe show that one or more of the following has been, is being, or is likely to be, committed:

• a criminal offence;
• the firm is failing to comply with the law;
• a miscarriage of justice;
• the putting of the health and safety of an individual in danger;
• damage to the environment; and/or
• deliberate concealment of any of the above

It is important to note that public interest does not mean the public as a whole. In fact, a relatively small group of individuals may be sufficient to satisfy the public interest test.

If an employee enters into a settlement agreement (which sets out the terms and conditions agreed for the purposes of settling a potential employment tribunal claim, other court proceedings or employment dispute) with the firm, that agreement will not prevent the employee from exposing wrongdoing and making a Protected Disclosure. Note that Ingenious will never request that you enter into an agreement that requires you to disclose to us that you have made an external Protected Disclosure or that you know of no information that could form the basis of a Protected Disclosure.

If you believe that you have suffered any detrimental treatment following a genuine whistleblowing, you should report it immediately to any of the organisations mentioned at the end of this policy. Such behaviour will bring into question the fitness and propriety of the people involved and may require notification to the FCA.

You should also be aware that making any allegations decided to be deliberately false or malicious will be treated as a serious matter. In such circumstances, you may be subject to disciplinary proceedings.

Contacts