Whistleblowing Policy
1. Policy Statement1
1.1 We are committed to conducting our business with honesty and integrity, in accordance with Rayner values, and we expect all our employees to maintain high standards. All organisations, however, face the risk of something 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 or to address them when they do occur.
1.2 This policy applies to all individuals working at all levels, including senior managers, officers, directors, employees (whether permanent, fixed-term or temporary), trainees, seconded staff, home-workers, casual workers and agency staff, volunteers, interns (collectively referred to as ‘Employees’ in this policy) and consultants, contractors, agents, distributors, sponsors, or any other person associated with us, or any of our subsidiaries or their employees, wherever located (collectively referred to as ‘Business Partners’ in this policy).
1.3 The aims of this policy are:
a. To encourage you to report suspected wrongdoing as soon as possible, in the knowledge that your concerns will be taken seriously and investigated as appropriate, and that your confidentiality will be respected.
b. To provide you with guidance on to how to raise those concerns.
c. To reassure you that all Rayner Employees should be able to raise genuine concerns in good faith without fear of reprisals, even if they turn out to be mistaken.
1.4 This policy does not form part of any Employee’s contract of employment or any Business Partner’s agreement with Rayner and it may be amended at any time.
1.5 Queries regarding this policy should be referred to the Rayner Group Legal Department.
1.6 This policy should be read in conjunction with Rayner’s other internal policies, including our Anti-Bribery and Corruption Policy, Financial Crimes Prevention Policy, Data Protection Policy2 and Labour Standards Policy.
2. What is Whistleblowing?2
2.1 Whistleblowing is the disclosure of information which relates to suspected wrongdoing or dangers at work. This may include:
• criminal activity;
• dangers to health and safety;
• damage to the environment;
• failure to comply with any legal or professional obligation or regulatory requirements;
• bribery or corruption;
• financial fraud or mismanagement;
• money laundering or terrorist financing;
• tax evasion;
• sanctions breaches;
• serious 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.
2.2 A whistleblower is a person who raises a genuine concern in good faith 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.
2.3 This policy should generally not be used for complaints relating to Employees’ own personal circumstances, such as the way you have been treated at work. In those cases you should use the Grievance Procedure.
3. Raising a Whistleblowing concern3
3.1 We hope that in most cases Employees will be able to raise any concerns you have with your Manager. You may tell them in person or put the matter in writing if you prefer. Your Manager may be able to agree a way of resolving your concern quickly and effectively. In some cases, the Manager may need to refer the matter to the Legal Department.
3.2 Where the matter is more serious however, or you feel that your Manager has not addressed your concern, or you prefer not to raise it with your Manager for any reason, you should contact Rayner Group General Counsel or the Rayner Group Legal Department.
3.3 Business Partners should raise concerns with Rayner Group General Counsel or the Rayner Group Legal Department.
3.4 If you (as an Employee or Business Partner) wish to make a report anonymously, you can use Rayner’s confidential whistleblowing portal to make your report https://report.whistleb.com/en/rayner. Alternatively reports can be made to Rayner’s Legal Department at compliance@rayner.com.
3.5 A meeting will be arranged with you as soon as possible to discuss your concern. You may bring a colleague or union representative to any meetings under this policy. Your companion must respect the confidentiality of your disclosure and any subsequent investigation.
3.6 A written summary of your concern will be taken at the meeting and we will 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 concern you have raised.
4. Confidentiality4
4.1 We hope that all our Employees and Business Partners feel able to voice whistleblowing concerns openly under this policy. If you wish to raise your concern confidentially, however, 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.
4.2 We do not encourage you 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 and have been made in good faith. Whistleblowers who are concerned about possible reprisals if their identity is revealed should come forward to the Rayner Group General Counsel who will ensure that appropriate measures can then be taken to preserve confidentiality.
5. External disclosures5
5.1 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.
5.2 The law recognises, however, that in some circumstances it may be appropriate for you to report your concerns to an external body such as a regulator. We strongly encourage you to seek advice before reporting a concern to anyone external.
5.3 Whistleblowing concerns will usually relate to the conduct of our Employees but they may sometimes relate to the actions of a Business Partner, such as a supplier or service provider, or other third party, such as a customer. If you are a Rayner Employee, the law allows you to raise a concern in good faith with a third party, where you reasonably believe it relates mainly to their actions or something that is legally their responsibility. We encourage you however, to report any such concerns internally first. You should contact your Manager or the Rayner Group Legal Department for guidance.
6. Investigation and outcome6
6.1 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 invited to attend additional meetings in order to provide further information.
6.2 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.
6.3 We will aim to keep you informed of the progress of the investigation and its likely timescale. Sometimes the need for confidentiality may prevent us however, 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.
6.4 All investigations will be investigated fairly and impartially and appropriate action will be taken against those found to have violated this Policy, up to and including termination of employment or engagement.
6.5 If we conclude that a whistleblower has made false allegations maliciously, in bad faith or with a view to personal gain, the whistleblower will be subject to disciplinary action.
7. If you are not satisfied
7.1 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.
7.2 If you are not happy with the way in which your concern has been handled, you can raise this with the Rayner Group General Counsel.
8. Protection and support for Whistleblowers7
8.1 It is understandable that whistleblowers are sometimes worried about possible repercussions. We aim to encourage openness and will support any Employee or Business Partner who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.
8.2 Employees and Business Partners must not suffer any detrimental treatment as a result of raising a concern in good faith. 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 Rayner Group General Counsel immediately. If you are an Employee and the matter is not remedied you should raise it formally using our Grievance Procedure.
8.3 Employees must not threaten or retaliate against whistleblowers in any way. Anyone involved in such conduct will be subject to disciplinary action.
9. Who is responsible for this policy?
9.1 The Rayner Group Executive Committee has overall responsibility for ensuring this policy complies with our legal and ethical obligations.
9.2 The Legal Department has primary and day-to-day responsibility for implementing this policy and for monitoring its use and effectiveness and dealing with any queries on its interpretation. Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy.
10. Monitoring and Review
10.1 The General Counsel and the Rayner Group Legal Department will monitor the effectiveness and review the implementation of this policy, regularly (and at least annually, or otherwise where there is a relevant change in the environment in which Rayner operates) considering its suitability, adequacy and effectiveness. The Rayner Group Executive Committee will review it annually. Any improvements identified as required to the Policy or the procedures and controls it describes will be made as soon as possible, and communicated as appropriate to Employees and Business Partners.
10.2 All Employees and Business Partners are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing.
10.3 All Employees and Business Partners 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 General Counsel or a member of the Rayner Group Legal Department.
Approved by Rayner Group ExCom 22/MAY/2024
1 For additional specifications under German and Spanish law, please refer to section 1 of the “Addendum for Germany” and “Addendum for Spain” respectively. 2 For additional specifications under German law, please refer to section 6 of the “Addendum for Germany”. 3 For additional specifications under German and Spanish law, please refer to section 2 of the “Addendum for Germany” and “Addendum for Spain” respectively. 4 For additional specifications under German and Spanish law, please refer to section 3 of the “Addendum for Germany” and “Addendum for Spain” respectively. 5 For additional specifications under German and Spanish law, please refer to section 4 of the “Addendum for Germany” and “Addendum for Spain” respectively. 6 For additional specifications under German and Spanish law, please refer to section 5 of the “Addendum for Germany” and “Addendum for Spain” respectively. 7 For additional specifications under Spanish law, please refer to section 6 of the “Addendum for Spain”.