THESAURUS SOFTWARE LTD.

Whistleblowing Policy

Introduction

The Company is committed to the highest standards of openness, probity, and accountability, as well as the highest possible ethical standards in all of its practices. To achieve this, it encourages staff to use internal mechanisms for reporting any malpractice or illegal acts or omissions by its employees. We therefore view it as extremely important to have a mechanism in place to enable staff to voice concerns in a responsible and effective manner.

The Company is committed to dealing with all genuine concerns raised appropriately, openly, responsibly and professionally.

Persons raising genuine concerns are commonly known as "Whistleblowers". For the purpose of this policy:

• Whistleblowing is raising a genuine concern, which in the reasonable belief of a worker shows relevant wrongdoing within an organisation.
• A Whistleblower is a person who raises a genuine concern about wrongdoing.

Scope

This policy has been designed to enable all workers of The Company, including employees, contractors, trainees, agency staff, former employees and job seekers to raise genuine concerns safely and appropriately, and to disclose information which they believe shows malpractice or impropriety without fear of victimisation. Concerns raised may include:

• The commission of an offence
• A miscarriage of justice
• Non-compliance with a legal obligation
• Health and safety threats
• Misuse of public monies
• Mismanagement by a public official
• Damage to the environment
• Concealment or destruction of information relating to any of the above

Examples of such relevant wrongdoings might include misrepresentation or misuse of the company's information, finances or other assets, unacceptable behavior towards colleagues or the public, or action contrary to the business or activities of the company. Genuine concerns could relate to any part of the organisation in which a worker works, or a related organisation. For example, a worker could become aware of, and feel it necessary to bring to someone's attention, a cause for genuine concern relating to another organisation.

This policy is not designed to question financial or business decisions taken by The Company. This policy complements other company policies (including Grievance, Dignity at Work, and Equal Opportunities) already in place. There are no definitive rules about which procedure to use in which circumstances. The general principles are as follows:

• If the issue relates to genuine concerns where the interests of others or the organisation itself is at risk then the Whistleblowing Procedure should be followed.
• If the issue causing concern relates to a management decision or conditions or services, which affect the worker personally, it is probably more appropriate to raise it as a grievance under the Grievance Procedure.
• If the issue relates to bullying, victimisation or harassment of staff then the Bullying and Harassment Policy should be used.

The key message to all workers, however, should be "raise your concern, even if you are unsure".

Workers may, quite normally, be worried about raising such issues or may prefer to keep their genuine concerns to themselves, perhaps feeling that it is none of their business or that it is only an unsupportable suspicion. They might feel that raising the matter would be disloyal to colleagues, managers or to the organisation. They may fear the consequences of possibly speaking to the wrong person, or raising an issue in the wrong way and being unsure of what to do next.

This procedure enables all workers to raise their genuine concerns about malpractice at an early stage and in the right way. This policy is intended to encourage workers to raise genuine concerns they may have relating to The Company.

Protection and Confidentiality

Workers who whistleblow are protected by the Protected Disclosures Act 2014 provided the disclosure is made with reasonable belief of malpractice or impropriety. The Company takes this extremely seriously; no worker who raises a whistleblowing concern will suffer any detrimental treatment as a result of raising a concern. Detrimental treatment includes dismissal, disciplinary action or penalisation by The Company, threats or intimidation to the individual, or any other unfavourable treatment connected with raising a concern. If a worker feels they have suffered any such treatment, they should raise it formally through the Grievance Procedure.

Staff must not threaten, victimise or retaliate against whistleblowers in any way. Anyone involved in such conduct will be subject to disciplinary proceedings.

If an investigation under this policy concludes that a disclosure has been made maliciously, vexatiously, in bad faith, or with a view to personal gain, the whistleblower may be subject to disciplinary action. Those choosing to make disclosures without following this procedure or anonymously may not receive the protection outlined in this policy.

The Company will not tolerate the harassment or victimisation of anyone who raises a genuine concern. However, it is recognised that someone may have good reasons to prefer to raise a genuine concern in confidence under this policy. If a worker asks for their identity to be protected, by keeping their confidence, The Company will make every effort to treat all disclosures in a confidential and sensitive manner. Exceptional effort will be made to keep the identity of the worker confidential at all times. Only in exceptional cases will the individual’s identity be disclosed, primarily where prior agreement has been reached with the worker or where it is believed necessary in order to:

• Complete a full and proper investigation
• To prevent serious risk or damage
• To prevent a crime or to prosecute a criminal offence

In such circumstances, The Company will endeavour to enter into dialogue with the worker in advance to discuss how to proceed.

Where there is uncertainty as to whether a disclosure is a “protected disclosure” it will be presumed to be a “protected disclosure”, unless the contrary can be proven.

Raising a Whistleblowing Concern Internally

The Company hopes that in many cases the worker will be able to raise any concerns with their line manager. However, if the worker would prefer not to raise it with them for any reason they should contact a more senior manager. The worker may make the disclosure in person or put the matter in writing if they prefer.

The Company may at its discretion nominate an additional third party to hear disclosures. Should such a measure be put in place, workers will be notified and provided with the necessary contact details.

All complaints will be fully investigated, where possible by an appropriate senior manager with relevant experience of investigations who is not connected with the case. A nominated third party may be requested to conduct the investigation where an independent party is required. The whistleblower may be asked to attend a meeting to discuss the concern. They may be accompanied by a colleague or trade union official. The companion must respect the confidentiality of the worker's disclosure and any subsequent investigation.

The Company will endeavour to keep the worker updated on the progress of the matter and the outcome of the investigation. The worker should appreciate however that it may not always be possible or appropriate to tell them detail of any action, but they will be informed if action is taken.

If the worker is not happy with the way in which their concern has been handled, they can raise it with another manager or the Chairman of the Board of Directors, or the Company Secretary if they have not already done so.

Raising Concerns Externally

A worker should endeavour, in the first instance, to raise any concerns internally. It is The Company's intention that workers will not find it necessary to alert anyone externally.

However, The Company accepts that in certain circumstances it may be necessary to raise a concern externally, for example if the worker is not satisfied with an internal response to a disclosure. External disclosures should be raised through the below channels as applicable.

Prescribed Persons

A protected disclosure may be made to any “prescribed persons” (e.g. a regulatory body) prescribed by the Minister for Public Expenditure and Reform. Where a worker opts to make a disclosure in this manner they must reasonably believe the information disclosed and any allegations made to be substantially true. Full details of prescribed persons are available in Statutory Instrument, (SI) No. 339, available at www.irishstatutebook.ie.

Minister

A worker employed in a public body may make a protected disclosure to the sponsoring Department rather than to their employer.

Legal Adviser

A protected disclosure may be made in the course of obtaining legal advice from a barrister, solicitor or trade union.

Other Disclosure

In exceptional circumstances only it may be appropriate to raise a protected disclosure in the public domain, e.g. to the media. Workers are strongly advised to seek legal advice prior to making a disclosure in the public domain.

In order for such a disclosure to be protected the worker must:

• Reasonably believe that the information disclosed is substantially true
• The disclosure is not made for personal gain
• The making of the disclosure is in all the circumstances reasonable

In addition one or more of the following conditions must be met:

• At the time of making the disclosure the worker reasonably believes that he/she will be subject to penalisation and detriment by his/her employer if the disclosure was made to the employer
• In a case where there is no prescribed person in relation to the relevant wrongdoing, the worker reasonably believes that evidence will be destroyed/concealed if the disclosure is made to the employer
• The worker has previously make a disclosure of substantially the same nature to either his employer or prescribed person and no action was taken
• The relevant wrongdoing is of an exceptionally serious nature

Monitoring and Recording

Information regarding concerns raised under the Whistleblowing Policy will be collected for monitoring purposes.

Review

This policy will be reviewed from time to time as necessary and any changes will be notified to staff at the appropriate time.