WHISTLEBLOWER POLICY | JULY 2024
This Whistleblower Policy (Policy) has been developed for WUBU FZCO (Wubu, us, our or Company). This Policy is reviewed annually, unless there is a change in regulation that requires to implement an earlier update. The Compliance Officer/Money Laundering Reporting Officer (CO/MLRO) is responsible for maintaining, developing, implementing, and updating this Policy and ensuring compliance with all applicable laws, regulations, and best practices. The Board of Directors of Wubu (Board) is responsible for approving and monitoring the implementation of this Policy and the related procedures. Upon establishing that an update is required, the CO/MLRO proposes changes by presenting them to the Board. Once the Board approval is sought, the changes are incorporated in the Policy.
Wubu is committed to the highest standards of integrity, accountability, and transparency. An important aspect of this commitment is establishing a mechanism to enable every person serving or connected to the Company to voice concerns in a responsible and effective manner in compliance with the regulatory framework of the Dubai Virtual Assets Regulatory Authority (VARA), including, inter alia, the Virtual Assets and Related Activities Regulations 2023 (VARA Regulations), and the accompanying rulebooks (Rulebooks) issued by VARA. All capitalised terms, if not defined within this Policy, have the same meaning ascribed to them in the VARA Regulations or the accompanying Rulebooks.
PURPOSE & SCOPE
The purpose of this Policy is to ensure that the Company has an adequate framework under which any person, who discovers information indicating serious malpractice or wrongdoing within Wubu, can escalate and report such matter internally and/or externally without fear of facing reprisal or retaliation. It is understood that every person serving or connected to the Company is bound by obligations of confidentiality. However, in the interest of stakeholders (including any clients) as well as overall regulatory compliance, it is essential to authorise such internal reporting and escalation structures.
This Policy applies to any person serving or connected to the Company including but not limited to employees, external consultants, contractors, and agency staff while working in their capacity for Wubu. This Policy applies to all individuals working at all levels, including any members of our Board, any company of our group or their business partners, senior managers, employees (whether permanent, fixed-term, or temporary), consultants, contractors, suppliers, trainees, seconded staff, agency staff, volunteers, interns, agents, sponsors, or any other person associated with us, wherever located. All such persons are collectively or individually referred to as the “Whistleblower”.
This Policy has been put in place to ensure any concerns raised by Whistleblowers regarding any misconduct, malpractice or improper state of affairs or circumstances in relation to Wubu’s internal affairs or business are dealt with effectively, securely and appropriately. By way of this Policy, Wubu seeks to:
Be responsive to a Whistleblower;
Foster an organizational culture of trust and transparency;
Cultivate an organization that treats a Whistleblower with respect;
Demonstrate commitment to its own policies and applicable laws and regulations; and
Strengthen the “speak up” culture within Wubu.
As such, an effective whistleblower policy is of vital importance to:
Protect the integrity of Wubu and the Whistleblower;
Comply with legal obligations;
Prevent financial loss and regulatory sanctions; and
Protect the reputation of Wubu.
Wubu has endorsed the provisions set out below to ensure that no Whistleblower feels at a disadvantage in raising legitimate concerns. It should be emphasised that this Policy is intended to assist persons who believe they have discovered malpractice or impropriety. It is not designed to question financial, or business decisions taken by Wubu, nor should it be used to reconsider any matters which have already been addressed under harassment, grievance/complaint, disciplinary or
other procedures.
Wubu may invite officers, directors, shareholders, Senior Management and employees to attend training sessions to ensure that the intention and applicability of this Policy is made clear.
REPORTABLE CONDUCT
Each of the Whistleblowers may make a report or disclosure under this Policy, independent of their line managers if they have reasonable grounds to believe that a director, officer, employee, contractor, supplier, consultant or other person of the Company, who has business dealings with the Company, has engaged in any of the following conduct, “Reportable Conduct.”
This Policy is intended to cover concerns that are of public interest and may at least initially be investigated separately but might then lead to the invocation of other procedures e.g., disciplinary procedures. These concerns could include:
Contravention/potential of contravention of any provisions of law /failure to comply with a legal obligation or statutes;
Financial malpractice, impropriety, or fraud;
Money laundering and terrorism financing;
Market manipulation;
Theft;
Fraud;
Corruption or bribery;
Actions which endanger the health or safety of the Whistleblower or the public;
Actions which cause grave damage to the environment;
Criminal activity or offences;
Improper conduct or unethical behaviour (includes acts which do not conform to approved standards of social and professional behaviour); and
Attempts to conceal any of the above.
This Policy does not apply to complaints for which specific procedures have been separately established. For example:
complaints related to employee grievances,
complaints related to labour laws,
complaints from clients or third parties. However, clients or third parties may report suspected misconduct by writing to the CO/MLRO at Moataz@wubu.com.
SAFEGUARDS
This Policy is designed to offer protection to the Whistleblower who makes a protected disclosure, provided the disclosure is made:
In good faith;
In the reasonable belief of the Whistleblower that the information, and any allegations it contains, are substantially true;
Is made in accordance with the procedures of this Policy; and
The individual is not acting for personal gain.
A Whistleblower shall be deemed to have made a protected disclosure in “good faith”, in the event that there is a reasonable basis for the disclosure of Reportable Conducts. The Whistleblower is deemed to lack “good faith” where the Whistleblower does not possess personal knowledge or a factual basis for making a disclosure or where the disclosure is made with malicious intent, is false or frivolous.
Where a Whistleblower makes malicious or vexatious allegations, and particularly they persist in making them, disciplinary action may be taken against such Whistleblower (including termination of employment or relationship with the Company, if warranted) in accordance with the applicable law, and the Company’s rules, policies and procedures in this respect.
For the avoidance of doubt, Reportable Conduct does not include personal work-related grievances. A personal work-related grievance shall be considered to be a grievance about any matter in relation to a Whistleblower’s current or former employment, having implications (or tending to have implications) for such person personally, and which do not relate to the business affairs of the Company. Examples of personal work-related grievances are as follows:
An interpersonal conflict between the Whistleblower and another member or employee of the Company;
A decision relating to the transfer or promotion of the Whistleblower which is not retaliation to a disclosure of Reportable Conduct by such Whistleblower; or
A decision relating to the terms and conditions of engagement of the Whistleblower which is not retaliation to a disclosure of Reportable Conduct by them.
Personal work-related grievances should be reported to the relevant line manager of the Whistleblower.
The Company (or any person engaged by the Company) will not engage in Detrimental Conduct (as defined hereinbelow) against a Whistleblower if a disclosure of Reportable Conduct has been made under this Policy.
“Detrimental Conduct” includes actual or threatened conduct such as the following (without limitation):
Termination of employment of the Whistleblower or injury to employment including demotion, or disciplinary action initiated against the Whistleblower;
Any alteration of position or duties of the Whistleblower;
Discrimination in any form, harassment, bullying or intimidation victimisation, harm or injury including psychological harm, against the Whistleblower;
Damage to a person’s property;
Damage to a person’s reputation;
Damage to a person’s business or financial position; or
Any other damage to a person.
The Company also strictly prohibits all forms of Detrimental Conduct against any person who is involved in an investigation of a matter disclosed under the Policy in response to their involvement in that investigation.
The Company will take all reasonable steps to protect Whistleblowers from Detrimental Conduct and will take necessary action where such conduct is identified. If appropriate, the Company may allow the Whistleblower to perform their duties from another location or reassign them to another role (at the same level) or make other modifications to their workplace or their duties to protect them from the risk of further detriment, including in relation to taking any action any such person who is threatening any Detrimental Conduct against a Whistleblower in this respect.
If a Whistleblower is subjected to Detrimental Conduct as a result of making a disclosure of Reportable Conduct under this Policy or participating in an investigation, the Whistleblower should inform the appropriate designated investigating officer, in accordance with the reporting guidelines outlined within this Policy.
The Whistleblower may also seek remedies including compensation, civil penalties or reinstatement of their employment or position with the Company if:
They have suffered any loss, damage or injury because of a disclosure of Reportable Conduct; and
The Company has failed to take reasonable precautions and exercise due diligence to prevent any Detrimental Conduct.
MAKING A DISCLOSURE
The Company relies on its employees to maintain a culture of honest, ethical and professional behaviour. Accordingly, if any of its members or employees become aware of any Reportable Conduct, it is expected that they will make a disclosure under this Policy.
No attempt should be made by a Whistleblower to personally conduct investigations, interviews or questioning. If the Whistleblower wishes to report any Reportable Conduct, they should, in the first instance, raise this internally with their line manager, unless such a complaint relates to the processes and measures adopted by the line manager.
Reportable Conduct may be disclosed to the line manager or CO/MLRO who receives and takes note of the complaint and passes this information as soon as is reasonably practicable to the appropriate designated investigating officer as follows:
Complaints of malpractice will be investigated by the CO/MLRO or an investigating officer
or a committee appointed by him, unless the complaint is against the CO/MLRO or is in any way related to his/her actions. In such cases, the complaint should be passed to the Chief Executive Officer (CEO).
If the complaint involves both the CO/MLRO and the CEO, then it should be passed on to the Risk and Audit Committee of the Board.
The complainant has the right to bypass the line management structure and take their complaint directly to the CEO. The CEO has the right to refer the complaint back to management if he/she feels that the management, without any conflict of interest, can more appropriately investigate the complaint.
Whistleblowers may make a disclosure outside of business hours by contacting the CO/MLRO via email Moataz@wubu.com.
Whistleblowers are also encouraged to contact the line manager or the CO/MLRO to obtain any additional information that they may require before making a disclosure or for any clarification regarding this Policy.
The appropriate designated investigating officer must safeguard the interests of the Whistleblowers and ensure the integrity of the reporting mechanism in this Policy.
PROTECTION OF CONFIDENTIALITY
Wubu will treat all such disclosures in a confidential and sensitive manner:
Any reports submitted are accessible only to those persons who have, in the judgment of the CO/MLRO, a need to know the information.
The Whistleblower will not ordinarily be required to provide their identity when making a disclosure. However, the investigation process may reveal the source of the information, and in such a case, the Whistleblower making the disclosure may need to provide a statement as part of the evidence required.
In this regard, the identity of the Whistleblower (or any information which is likely to identify the Whistleblower) may need to be shared if required by law.
Where it is necessary to disclose information for the effective investigation of the matter, and this is likely to lead to the identification of the Whistleblower, all reasonable steps will be taken to reduce the risk that a Whistleblower will be identified. For example, all personal information or reference to a Whistleblower witnessing an event will be redacted from any report, the Whistleblower will be referred to in a gender-neutral context, where possible the Whistleblower will be contacted to help identify certain aspects of their disclosure that could inadvertently identify them. Any disclosure under this Policy will also be handled and investigated by qualified staff.
The Company will also take the following measures to protect a Whistleblower’s identity:
All paper and electronic documents and other materials relating to disclosures will be stored securely;
Access to all information relating to a disclosure will be limited to those directly involved in managing and investigating the disclosure;
Only a restricted number of people who are directly involved in handling and investigating a disclosure will be made aware of the Whistleblower’s identity (subject to their consent) or information that is likely to lead to their identification;
Communications and documents relating to the investigation of a disclosure will not be sent to an email address or to a printer that can be accessed by other staff; and
Each person who is involved in handling and investigating a disclosure will be reminded about the confidentiality requirements, including that an unauthorised disclosure of a Whistleblower’s identity may be a criminal offence.
If a Whistleblower is concerned that their identity has been disclosed in relation to a disclosure, and without their consent, they should inform the appropriate designated investigating officer immediately.
If a Whistleblower reports a Reportable Conduct on an anonymous basis, the Whistleblower will still qualify for the protections in this Policy. However, all anonymous reports must contain sufficient details and information so that, if necessary, a meaningful investigation can be conducted in this respect.
Notwithstanding the above commitment to confidentiality, should such disclosures be required to be made by the Whistleblower to appropriate external whistleblowing channels pursuant to law or the order of a court of law or regulatory authorities, Wubu’s policy for safeguarding confidential information of such disclosure shall not apply.
ANONYMOUS ALLEGATIONS
When making a disclosure, a Whistleblower may do so anonymously. It may be difficult for the Company to properly investigate the matters disclosed if a report is submitted anonymously and therefore the Company encourages Whistleblowers to share their identity when making a disclosure, however, Whistleblowers are not required to do so.
Concerns expressed anonymously may be less credible, but they may be considered at Wubu’s discretion. In exercising this discretion, the factors to be considered will include:
The seriousness of the issues raised;
The credibility of the concern;
Whether the allegations contain sufficient detail and information so that, if necessary, a meaningful investigation can be conducted; and
The likelihood of confirming the allegation from attributable sources.
Untrue or malicious allegations
If an individual makes an allegation in good faith, which is not confirmed by subsequent investigation, no action will be taken against that individual. In making a disclosure the individual should exercise due care to ensure the accuracy of the information.
If, however, an individual makes malicious, vexatious or deliberate false allegations or disclosures exclusively in self-interest, and particularly if he or she persists in making them, such disclosures may result in disciplinary actions against that individual (including termination of employment, if warranted) in accordance with the applicable law, Wubu’s rules, policies and procedures.
To ensure fairness and impartiality, the Company will exercise caution in not assuming malicious intent behind a whistleblowing report solely based on the context within which it is being made. For the avoidance of doubt, valid concerns warranting investigation can still arise, even from individuals undergoing employment-related disciplinary processes.
Self-implications
If whilst “blowing the whistle” an individual implicates himself/herself in any wrongdoing, he/she is likely to receive a lighter sanction than might otherwise have been the case. However, if the misconduct is serious, the severity of the misconduct may outweigh any cooperation or reporting from the implicated Whistleblower and Wubu may not be able to give a lighter sanction.
TIMELINES
Due to the varied nature of these complaints, it is not possible to lay down precise timescales for such investigations. However, the Company will ensure that investigations are undertaken as quickly as possible within a reasonable period of time, without affecting the quality and depth of those investigations.
The Whistleblower making the disclosure will receive a written acknowledgement of their complaint and will be kept informed of the progress of the investigation with a report in writing as to the outcome.
All responses to the relevant Whistleblower should be in writing and sent to their home addresses and email addresses. In the case of an anonymous disclosure, the above process will not apply.
RECEIVING CALLS
All calls will be received by the CO/MLRO during business hours between 09.00 hours and 17.00 hours (Gulf Standard Time) and can also be made after business hours by contacting service@wubu.com.
Calls will not be recorded and the person taking the call is not associated with the Company in any way. They are trained specialists dedicated to dealing with whistleblowers and their concerns.
Youcun Chen will prepare a report which details the concerns raised by the Whistleblower to the appropriate designated investigating officer. Any information contained in the report will be kept confidential, except as required by law or where disclosure is necessary to regulatory authorities, law enforcement agencies or professional advisors to the Company.
Where a disclosure has been made externally and the Whistleblower provides their contact details, those contact details will only be provided to the appropriate designated investigating officer with the Whistleblower’s consent.
INVESTIGATION
The appropriate designated investigating officer will investigate all reports made in relation to any Reportable Conduct under this Policy as soon as practicable after the Reportable Conduct has been reported. The appropriate designated investigating officer will investigate the matter and where necessary, appoint an external investigator to assist in conducting the investigation. All investigations will be conducted in a fair, independent and timely manner and all reasonable efforts will be made to preserve confidentiality during the investigation.
If the report made by a Whistleblower is not anonymous, the appropriate designated investigating officer or external investigator will contact such Whistleblower, by way of their preferred method of communication to discuss the investigation process and any other matters that are relevant to the investigation.
Where a Whistleblower has reported any Reportable Conduct anonymously, their identity will not be disclosed to the investigator or any other person and the appropriate designated investigating officer or external investigator will carry out the investigation based on the information provided to it.
Where possible, the appropriate designated investigating officer will provide the Whistleblower with feedback on the progress and expected timeframes of the investigation. The person against whom any allegations of Reportable Conduct have been made will also be informed of the concerns as soon as reasonably practically possible and will be provided with an opportunity to respond (unless there are any restrictions or other reasonable bases for not doing so).
The appropriate designated investigating officer should consider the involvement of the Company’s auditors and the law enforcement authorities at this stage and should consult with the Senior Management of the Company in this regard.
The findings concerning the complaint and validity of the complaint and disclosure of the Reportable Conduct will be made by the appropriate designated investigating officer investigating the disclosure. Such findings will be detailed in a written report containing the reasons for the same. The report will be passed to the members of the Senior Management of the Company, as appropriate. The Senior Management will then decide on what action is required to be taken. If the disclosure by a Whistleblower is deemed to be justified, such findings shall be immediately reported to VARA. The Senior Management will also prepare a written summary of the remedial actions taken and invoke any disciplinary or other appropriate measures, as may be deemed necessary in this respect. A copy of such investigation findings will be maintained by the Company for a period of eight (8) years from the completion of the investigation.
To the extent permitted under applicable law, the appropriate designated investigating officer will inform the Whistleblower and/or the person against whom a report of Reportable Conduct has been made of the findings of the investigation in this respect. However, any report so made will remain the property of the Company and will only be shared with the Whistleblower or any person against whom the report has been made, if the Company deems it appropriate to do so.
If appropriate, a copy of the findings will be passed to the Company’s auditors to enable a review of the procedures.
EXTERNAL REPORTING
If the investigation finds the allegations unsubstantiated, and all internal procedures have been exhausted, and the Whistleblower is not satisfied with the outcome of the investigation, the Company recognises the lawful rights of its members and employees (and ex-employees), including the Whistleblowers, to seek external counsel and make disclosures to prescribed persons or where justified, elsewhere under applicable law.
The Whistleblower may also make a disclosure to VARA and other relevant regulators in the UAE, in relation to a Reportable Conduct. The Whistleblower will be covered by the protections outlined in this Policy if they have reported their concerns to such authorities.
The Whistleblower may choose to discuss their concerns with a legal practitioner for the purposes of obtaining legal advice or representation. The Whistleblower will be covered by the protections outlined in this Policy if they have reported their concerns to such persons.
In certain situations, the Reportable Conduct may be of such gravity and urgency that disclosure to an officer of the law is necessary.
All members and employees of the Company agree that a public interest and emergency disclosure can only be made to an officer of the law or a police officer. Whistleblowers may only make a public interest and emergency disclosure if:
At least 90 (ninety) days has passed since a previous disclosure was made, to the appropriate designated investigating officer or to Beiruti Attorneys & Counselors At Law;
The Whistleblower has reasonable grounds to believe that action is not being taken to address the Reportable Conduct or other matters which they have disclosed;
The Whistleblower has reasonable grounds to believe that making a further disclosure to an officer of the law would be in the public interest; and
The Whistleblower has given a written notification, including sufficient information to identify the previous disclosure to the authority to which the previous disclosure was made,
informing them the Whistleblower intends to make a public interest disclosure.
The Whistleblower will be qualified for protection where they have made a public interest disclosure in the manner provided in this clause if:
The Whistleblower has reasonable grounds to believe that the Reportable Conduct concerns a substantial and imminent danger to the health or safety of one or more persons, or the natural environment;
The Whistleblower has given written notification, including sufficient information to identify the previous disclosure to the authority to which the previous disclosure was made by them and intends on making a public interest disclosure; and
No more information is disclosed than is reasonably necessary to inform the recipient of the substantial and imminent danger.
OTHER MATTERS
Any breach of this Policy by any member or employee will be taken seriously and may result in disciplinary action, up to and including termination of employment.
In so far as this Policy imposes any obligations on the Company, those obligations are not contractual and do not give rise to any contractual rights. To the extent that this Policy describes benefits and entitlements for employees, such benefits and entitlements are discretionary in nature and are also not intended to be contractual. The terms and conditions of employment that are intended to be contractual are set out in an employee’s written employment contract.
The Company may unilaterally introduce, vary, remove or replace this Policy at any time and in the event of such variance or replacement, provide all employees and members with an updated copy thereof.
Wubu shall also make available by other publicly accessible means its policies and procedures relating to whistleblowing. Wubu shall ensure that these disclosures are prominently displayed in a clear and easily understandable manner and are regularly updated.
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