Whistle Blowing Policy

OBJECTIVES OF THE WHISTLE BLOWING POLICY

U Bank is committed to the highest possible standards of openness, probity, and accountability. In line with that commitment, the Bank expects employees and others that it deals with, who have serious concerns about any aspect of the Bank’s work to come forward and voice those concerns.

The objective of this policy is to promote greater openness in the workplace and to encourage all individuals to disclose immediately any malpractice or wrongdoings that may adversely impact U Bank. In addition, this policy will enable the Audit Committee to discharge its responsibilities of establishing procedures for the receipt, retention, independent investigation and appropriate follow-up action on complaints received regarding accounting, internal controls, auditing, or other matters.

An important aspect of accountability and transparency is a mechanism to enable all individuals to feel confident to voice concerns internally in a responsible and effective manner when they discover information that they believe shows malpractice or wrongdoing. Any person raising such concern shall be referred to as a Whistle Blower. The Whistle Blowing Policy is therefore fundamental to enhance professional integrity and to provide avenues for any individual to raise concerns in confidence and receive feedback on any action taken.

In addition, it reinforces the value U Bank places on stakeholders to be honest and respected members of their individual professions. It provides a method of properly addressing bonafide concerns that individuals within the Bank might have, while also offering Whistle Blowers protection from victimization, harassment, or disciplinary proceedings. The policy however discourages employees and other stakeholders from making complaints with malicious intent. Other stakeholders, for this purpose, include vendors, customers, and shareholders.

AREAS IN WHICH CONCERNS CAN BE RAISED

Specific examples of circumstances where a Whistle Blower can raise concerns would include but shall not be limited to:

• Over-invoicing, demanding, seeking, or acceptance of kick-backs, payment for goods or services not supplied or rendered, and any act of fraud, bribery, and corruption;
• Forgery of the Bank’s documents and financial instruments like cheques and securities;
• Theft or misappropriation of the Bank’s funds and property;
• Conflicts of interest and abuse of office;
• Unauthorized disclosures of business secrets and other confidential bank information obtained during the course of employment;
• Usage of confidential information to obtain a personal reward or advantage;
• Compromising the interests of the Bank in dealings with vendors or contractors, consultants or suppliers;
• Misuse of the Bank’s property;
• Misuse of authority;
• Unethical behavior;
• Misuse of systems or sharing of passwords;
• Discrimination towards any staff member, customers, or any stakeholders on the grounds of sex, cast, creed, religion, race, or nationality;
• Engaging in illegal or unlawful acts;
• Harassment including any unwelcome sexual advance, request for sexual favors or other verbal or written communication or physical conduct of a sexual nature or sexually demeaning attitudes, causing interference with work performance or creating an intimidating, hostile, or offensive work environment, or the attempt to punish the complainant for refusal to comply to such a request or is made a condition for employment;
• Compromising the Bank’s Safety Health & Environment (SHE) standards as provided in its policies; and
• Financial or Non-financial maladministration or malpractice or fraud that has been/is likely to be committed.

Vendors and customers also can blow the whistle for malpractices and wrongdoings that adversely affect the Bank’s reputation.

However, routine vendor grievances and disputes over delays in delivery, PO issuance, payments, etc. will still be dealt with through normal management channels. Similarly, customer complaints will also be handled by the relevant department.

FUNDAMENTAL ELEMENTS OF THIS POLICY

• Confidentiality

U Bank will make every effort to keep confidential the identity of the individual raising a concern if so desired by the individual. In which case, the identity of the individual raising the concern or making the report will not be revealed without his/her prior permission unless the Bank is required to reveal the identity of the individual by law. Where there are deliberate false allegations, no matter how minor, disciplinary actions in the case of employees and blacklisting and/or legal action for defamation may be taken against the Whistle Blower.

• Whistle Blowers & Evidentiary Support for Allegations

The Bank encourages Whistle Blowers to disclose their identities when raising concerns. Anonymous Whistle Blowers should endeavor to provide sufficient corroboratory evidence to justify the commencement of an investigation. An investigation of unspecified wrongdoing or broad allegations may not be undertaken without verifiable evidentiary support. In the event a Whistle Blower wishes to remain anonymous, he/she should disclose his / her identity including name, designation, contact number and location to the Chief Internal Auditor only who will ensure confidentiality of the same. However, no information about the outcome or action taken on the basis of information provided by the anonymous Whistle Blower shall be provided to such Whistle Blower unless he discloses his true identity.

• Support

U Bank recognizes that the decision to report a concern is not easy due to the fear of reprisals from those potentially affected. U Bank will not tolerate harassment, victimization, or undue disciplinary actions and will take any action that is appropriate to protect a Whistle Blower who makes a report in good faith under this policy even if it turns out not to be true after investigations provided that:

• The report was made in good faith;
• The Whistle Blower had reasonable grounds to believe that the report is true;
• The Whistle Blower did not make the report for personal gains.

Whilst all steps will be taken to keep confidential the identity of the individual raising a concern, necessary support actions which may require to be taken, may include formal notifications by Human Resources (HR) to the relevant functions to protect the job environment of the Whistle Blower should he/she be identified. Follow-up action may be taken by the HR function where the Whistle Blower is located (if such location is known) to ensure no reprisals will take place to the bonafide Whistle Blower.

Similarly, stakeholders other than employees will also be provided with the necessary support such as protection against any reprisals or discriminations subject to the fulfillment of above-mentioned conditions for whistle-blowing.

HOW TO RAISE CONCERNS

Individuals who witness or learn of a potential violation, as explained, can report this matter directly using any of the following channels:

• Email to wb@ubank.com.pk; or
• By speaking directly to the concerned officers on 0333-1556150 or sending a text message or WhatsApp message
• Sending a letter to the Chief Internal Auditor of U Bank; or
• By escalating the issue to a direct line manager and/or any other escalating/reporting mechanism the Whistle Blower feels comfortable with. By way of example, the Whistle Blower may feel more comfortable raising his/her concerns in accordance with the reporting line as set out in the Code of Conduct and/or the relevant Human Resources Manual, as applicable.
• Where a concern relates to President / CEO or any Senior Official of the Internal Audit Department of U Bank, the Whistle Blower should send their concerns by a letter to the Chairperson of Audit Committee c/o the Company Secretary of U Bank marked “Confidential Complaint”.
• Where a concern relates to any of the members of the Board of Directors, the Whistle Blower should send their concerns by a letter to the group whistleblowing unit or sending an email at wb@ptcl.net.pk or groupwb@etisalat.ae.