Whistleblowing Policy


This Policy addresses the commitment of SAYWHAT (the “Organisation”) to integrity and ethical behaviour by helping to foster and maintain an environment where employees can act appropriately without fear of retaliation. To maintain these standards, SAYWHAT encourages its employees who have concerns about suspected serious misconduct or any breach or suspected breach of law or regulation that may adversely impact the organisation, to come forward and express these concerns without fear of punishment or unfair treatment.


SAYWHAT conducts business based on the principles of fairness, honesty, openness, decency, integrity and respect. It is SAYWHAT’s policy to support and encourage its employees to report and disclose improper or illegal activities and to fully investigate such reports and disclosures.  It is also SAYWHAT’s policy to address any complaints that allege acts or attempted acts of interference, reprisal, retaliation, threats, coercion or intimidation against employees who report, disclose or investigate improper or illegal activities (the “Whistleblowers”) and to protect those who come forward to report such activities. SAYWHAT assures that all reports will be treated strictly, confidentially and promptly investigated and that reports can be made anonymously if desired.


SAYWHAT’s standard operating procedures are intended to detect and prevent or deter improper activities.  However, even the best control systems cannot provide absolute safeguards against irregularities.   SAYWHAT is responsible for investigating and reporting to appropriate parties allegations of suspected improper activities and taking appropriate actions. Employees and others are encouraged to use guidance provided by this policy for reporting all allegations of suspected misconduct or improper activities.

It is generally accepted that employees occasionally have concerns about what is happening at work but are afraid to report them.

Reports are not limited to fraud, theft or corruption, but about possible misconduct, cover a much wider range of bad practices, including behaviour that is not in line with the organisation’s values. Such bad practice can be happening, likely to happen or even have happened.  This part of the policy is designed to encourage employees to voice concerns internally and promptly so as to prevent or remedy acts of misconduct.

This policy complies with the Sarbanes-Oxley Act of 2002, Section 301.4, concerning procedures for making complaints about accounting and auditing directly to the Legal, Administration & Finance Board Committee. However, the procedures in this document are not limited to complaints about accounting and auditing. It also extends to all the operational activities of the organisation.

– The intended objectives of this policy are:

– To provide avenues for employees to raise concerns and define a way to handle these concerns.

– To enable Management to be informed at an early stage about acts of misconduct.

– To reassure employees that they will be protected from punishment or unfair treatment for disclosing concerns in good faith in accordance with this procedure.

– To help develop a culture of openness, accountability and integrity.

This Policy governs the reporting and investigation of improper or illegal activities at SAYWHAT, as well as the protection offered to the “Whistleblowers”.  This Policy DOES NOT apply to or change the organisation’s policies and procedures for individual employee grievances or complaints relating to job performance, terms and conditions of employment, which will continue to be administered and reviewed by SAYWHAT’s Administration Department.


A person or entity making a protected disclosure about improper or illegal activities is commonly referred to as a whistle-blower. Whistle-blowers may be SAYWHAT employees, applicants for employment, vendors, contractors, customers or the general public.   The whistle-blower’s role is as a reporting party.  They are not investigators or finders of fact, nor do they determine the appropriate corrective or remedial action that may be warranted.


Good Faith:

Good faith is evident when the report is made without malice or consideration of personal benefit and the employee has a reasonable basis to believe that the report is true; provided, however, a report does not have to be proven to be true to be made in good faith. Good faith is lacking when the disclosure is known to be malicious or false.


Misconduct / Improper Activities:

Examples of misconduct include, but not limited to, fraud, including financial fraud and accounting fraud, violation of laws and regulations, violation of Company policies, unethical behaviour or practices, endangerment to public health or safety and negligence of duty

This policy presumes that employees will act in good faith and will not make false accusations when reporting of misconduct by the organisation’s employees. An employee who knowingly or recklessly makes statements or disclosures that are not  in  good  faith  may  be  subject  to disciplinary  procedures,  which  may  include  termination.  Employees who report acts of misconduct pursuant to this policy can and will continue to be held to the organisation’s general job performance standards and adherence to the organisation’s policies and procedures.

  1. Any person may report allegations of  suspected  serious  misconduct  or  any  breach  or suspected  breach  of  law  or  regulation  that  may  adversely  impact  the  Company,  the organisation’s customers, shareholders, employees, investors or the public at large.
  2. Acts of misconduct may be disclosed in writing, telephonically or in person. However, all reports are encouraged to be made in writing, so as to assure a clear understanding of the issues raised. The format provided in Appendix 1 may be used for reporting purposes.
  3. Individuals are recommended to self-identify, though it is not a policy requirement.
  4. All reports should be sent directly to any of the Legal, Admin & Finance Committee members.
  5. In case of reports sent through e-mail, marking the subject as ‘SAYWHAT Whistle-blower’ is recommended for ease of identification.
  6. Although the whistle-blower is not expected to prove the truth of an allegation, he / she must demonstrate to the person contacted that there are sufficient grounds for concern.
  1. The Legal, Admin & Finance Committee member who receives a report will notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days.
  2. The Committee Members shall meet to discuss the action/investigation on the reports received from whistle-blowers. The Committee may also exclude from its meetings any persons it deems appropriate, depending on the nature of the complaint.
  3. The Committee Members have the responsibility to conduct investigations. In addition, other parties may also be involved in the investigation
  4. The Committee Members will ensure investigations are carried out using appropriate channels, resources and expertise.
  5. Some concerns may be resolved by agreed action without requiring an investigation.
  6. Concerns about allegations that fall within the scope of specific procedures of SAYWHAT will be referred for consideration under those procedures.
  7. Committee Members will report to the Committee Chairman on a periodic basis about the reports received and actions taken.
  8. The Management reserves the right to make any decision based on the findings of the Committee.

Whistle-blowers should act in good faith and should not make false accusations when reporting misconduct by the organisation’s employees.



Suspects have a duty to cooperate with investigators.  The identity of the suspect shall remain confidential.



All investigators derive the authority to handle all matters seriously, confidentially and promptly. All investigators shall be independent and unbiased both in fact and appearance.

Employees who are interviewed or asked to provide information have a duty to cooperate fully. Participants should refrain from discussing or disclosing matters concerning the investigations.