GOVERNANCE

Whistle blowing policy

1. Scope

This Whistleblowing Policy (the “Policy”) sets out the high-level philosophy and guiding principles for establishing policies, systems and controls in regard to anti-bribery and corruption in Summit GRP Holdings Proprietary Limited (the “Company” or “Summit”) and its subsidiaries and affiliated entities, in particular:

Summit PE Investment Managers Proprietary Limited (registration number 2016/465338/07, FSP Licence No. 48417) (“PEIM”); and
Summit Infrastructure Investment Managers Proprietary Limited (registration number 2016/465376/07) (“SIIM”).

This Policy applies to all Summit directors, officers, and employees, including temporary employees, volunteers, contractors, suppliers, agents, or other persons acting on behalf of Summit (collectively, “Employees”).

The Policy is implemented and monitored by the Head of Governance, Risk and Compliance (“HGRC”) under the direction of the boards (“Board”) and audit risk and compliance sub-committees (“ARCCo”) of Summit, and as required, its respective subsidiaries (such as PEIM and SIIM).

2. Purpose

Summit acknowledges that all organisations risk wrong or unknowingly harbouring malpractice. It takes malpractice very seriously and recognises that legitimate employee disclosure of information is an invaluable resource for overseeing Summit’s operations.

Employees play an essential role in the prevention and detection of legal and internal rules, values and ethics violations. This is because they are often the first to know about such violations, as they are best positioned to have inside knowledge. However, they may not want to express their concerns because they are fearful of reprisal and that speaking up would be disloyal to their colleagues or Summit. In these circumstances, it may be easier to ignore the concern or ‘blow the whistle’ outside of Summit rather than report it internally.

Summit encourages open and honest communication and wants staff to feel secure about raising concerns internally. The Protected Disclosures Act, Act 26 of 2000 (“PDA”), as amended, protects employees for disclosures made without malice and in good faith in defined circumstances. This Policy is designed to give staff that opportunity and protection.

The aim of this Policy is to:

Ensure that individuals understand their responsibility for reporting misconduct or malpractice;
Encourage individuals to feel confident in raising serious concerns and to question and act upon concerns about work practice;
Provide several routes for individuals to raise concerns and receive a response on any action taken;
Allow individuals to take matters further if they are dissatisfied with management’s response;
Reassure individuals that they will be protected from suffering any ‘occupational detriment’ (as defined by the PDA), if they have reasonable belief that they have made any disclosure in good faith;
Enable Summit to take the necessary steps to investigate and/or deal with any wrongdoings identified at an early stage; and
Avoid, as far as possible, any potential financial and/or other loss or reputational damage.

3. Definitions and Abbreviations

Board/s

The board of directors of Summit, PEIM, SIIM and any other Subsidiaries. By referencing Board, it applies to each of Summit, PEIM and SIIM’s board respectively.

Fund/s

Summit Private Equity Fund 1, Summit Private Equity Fund 2 as managed by PEIM in its capacity as the appointed investment manager, and the Summit Social Infrastructure Fund as managed by SIIM in its capacity as the appointed investment manager.

HGRC

Head of Governance Risk and Compliance

Investment Manager/s

PEIM and SIIM

Other Policies

This policy should be read in conjunction with the policies listed below:

Code of Ethics & Business Conduct Policy
Risk Management Policy
Compliance Policy
Anti-Bribery & Corruption Policy
Risk Management & Compliance Programme

PDA

Means The Protected Disclosures Act, Act 26 of 2000 of South Africa, as amended from time to time.

Summit

When referencing Summit, it refers to Summit, PEIM and SIIM, respectively, and any other Subsidiary in Summit from time to time

Senior Management

The employees appointed, who are individually or jointly responsible for managing or overseeing the business activities of Summit on a day-to-day basis.

4. Guiding Principles

Summit will adopt the following standards and frameworks in designing its Whistleblowing Policy (and associated Register) to identify its approach to determining and managing complaints.

King IV & Five lines of Assurance: King IV is principle- and outcomes-based rather than rules-based. Corporate governance should be concerned with ethical leadership, attitude, mindset and behaviour. The focus is on transparency and targeted, well-considered disclosures.

The board of directors of Summit, PEIM, SIIM and any other Subsidiaries. By referencing Board, it applies to each of Summit, PEIM and SIIM’s board respectively.

Local Laws & Regulations: Please refer to the Summit Compliance Policy, Compliance Manual and, importantly, the legal risk register, which sets out the regulatory compliance framework for Summit.

Summit will identify those areas/risk which could impact it on delivering on its Investment Management, transformation and impact objectives.

PDA: Promotes transparency and combats corruption by protecting employees who disclose unlawful or unethical conduct in their workplace. It ensures whistleblowers are safeguarded from occupational detriments, such as dismissal or victimization when making disclosures in good faith.

Summit used the PDA to determine the guidelines of this Policy and to ensure that a whistleblower is at all times protected.

FSCA Code of Conduct: The code emphasises the importance of ethical behaviour and mandates that financial service providers implement effective whistleblowing mechanisms. These mechanisms are designed to encourage the reporting of unethical activities, such as corruption while ensuring that whistleblowers are protected from retaliation. By fostering transparency and accountability, the Code aims to uphold the integrity of the financial sector

The manner in which a complaint/concern is dealt with is guided by the FSCA Code of Conduct, and all processes are designed to be ethical to ensure the well-being of the whistleblower and to ensure that Summit’s stakeholders are protected.

5. Introduction

5.1. Leadership Commitment

The Board and Senior Management of Summit make the following commitments:

We are committed to working towards a culture of openness, transparency and accountability.
We are committed to the principles set out in this Policy and respect Employees' rights to raise legitimate concerns without fear of reprisal. If an Employee uses this Policy to raise a concern, management assures them that they will not suffer any form of retribution or any detrimental occupational treatment.
We will treat all concerns seriously and act according to this Policy.
We will lead by example in promoting awareness of appropriate and accepted conduct standards and establishing a shared understanding of what behaviour is acceptable and unacceptable in accordance with this Policy and the Summit’s Code of Ethics and Business Conduct.

5.2. What happens if you breach this Policy?

Violations of law or this Policy are serious matters that may damage the Company. You will, therefore, be subject to discipline, as defined by the prevailing Labour Legislation, which may include termination. You may also become subject to external civil or criminal legal action.

Deterring an individual from raising a concern or victimisation or harassment of individuals who have raised concerns under this Policy, including informal pressures, will be treated as a severe disciplinable offence and will be dealt with under Summit’s disciplinary procedures.

5.3. Policy Amendments

Summit reserves the right to determine how the Policy applies to any particular situation and to amend or modify it as it deems appropriate without prior notice, consultation, or agreement. All amendments will be communicated to you.

5.4. Distribution

All Employees will receive a copy of this Policy when they join Summit. They must acknowledge in writing that they have read it and will abide by its terms.

5.5. Related Policies

This Policy should be read in conjunction with Summit’s Code of Ethics and Business Conduct Policy.

6. Policy Statement

Summit's Code of Ethics and Business Conduct Policy states that it has a “Zero Tolerance Policy” regarding irregular or illegal acts and violations of its ethical standards.

Summit is also committed to displaying the highest possible standards of openness, honesty and accountability and will not tolerate any form of whistleblowing reprisal.

Employees are encouraged and expected to report genuine concerns about any aspect of Summit’s business. They are advised that, based on the assurances in this policy, they may do so safely and confidently.

7. What Concerns to Report

Summit has a range of policies and procedures regarding work standards, and Employees are encouraged to follow them where appropriate. However, particular cases relating to malpractices or serious breaches of laws may warrant a different treatment and process.
The kinds of malpractice covered by this Policy include (but are not limited to):

that a criminal offence (such as fraud or corruption) has been, is being or is likely to be committed;
that a person has failed, is failing or is likely to fail to comply with any legal obligation to which that person is subject (including negligence, breach of contract, breach of law);
that a miscarriage of justice has occurred, is occurring or is likely to occur;
that the health or safety of an individual has been, is being or is likely to be endangered;
that the environment has been, is being or is likely to be endangered;
unfair discrimination as contemplated in the Promotion of Equality and Prevention of Unfair Discrimination Act 4 of 2000;
that any matter referred

There is a difference between whistleblowing and raising a grievance:

whistleblowing is where an individual has a concern about danger or illegality that has a public interest aspect to it, for example, because it threatens customers, third parties or the public generally; but
a grievance is a complaint that generally relates to an individual’s own employment position or personal circumstances at work, such as individual complaints about management style or technical operational problems, which must be raised with Human Resources.

This Policy is intended to cover reporting of suspected or actual malpractice, wrongdoing, or dangers related to Summit’s activities or acts or omissions by Summit’s employees that fall outside the scope of other procedures, such as Summit’s anti-money laundering and counterterrorism procedures, complaints, and grievance procedures.

8. Safeguards

The PDA protects the whistle-blower from the following ‘occupational detriment’ as a direct or indirect result of having made a protected disclosure, being:

subjected to any disciplinary action;
dismissed, suspended, demoted, harassed or intimidated;
transferred against his or her will;
refused transfer or promotion;
subjected to a term or condition of employment or retirement which is altered, or kept altered, to his or her disadvantage;
refused a reference or being provided with an adverse reference from his or her employer;
denied appointment to any employment, profession or office;
subjected to a civil claim arising from their breach of any confidentiality requirement through the disclosure of a criminal actor of a planned or current failure to comply with a law;
threatened with any of the actions mentioned above; or
otherwise adversely affected in respect of his or her employment, profession or office, including employment

Suppose an Employee believes they have been subjected to detriment or victimisation in breach of the PDA because of disclosure, whether they are dismissed or not. In that case, they can follow Summit’s grievance policy or refer the dispute to the Commission for Conciliation, Mediation and Arbitration and thereafter to the Labour Court.

9. Procedure for Raising a Concern

Summit appreciates that it is never easy to report a serious concern for various reasons and that employees may prefer to speak to a friend or family member rather than to Summit. This may result in Summit losing the valuable opportunity to prevent what might become a damaging crisis or to correct a mistaken concern. Summit has therefore provided various channels for reporting and will aim to support and protect concerned employees from reprisals and respect their confidentiality, where requested.

9.1. Internal Reporting

If an individual is concerned about any form of malpractice covered by this Policy, the individual should generally raise the issue with their immediate superior and should not approach the individuals involved or attempt to investigate the matter themselves.

If an individual feels they cannot tell their immediate superior, for whatever reason, they should raise the issue with: Hannes Soll by email at hannes@summitafrica.com

or in writing marked ‘Strictly Private & Confidential’ at

1st Floor, The Ridge @ Discovery, 1 Discovery Place, Sandton, 2146, Johannesburg, South Africa

or by telephone:

Office: +27 10 210 7676 or Mobile: +27 82 928 7353 or +230 52509052

If an individual has raised concerns and is still concerned, or the matter is so serious that they feel they cannot discuss it with the person named above, they should raise the matter with the independent Chairperson of the Summit Board.

9.2. External / Anonymous Reporting

If an individual is not comfortable reporting their concern to any of these individuals, they can always report the concern to Independent Compliance Services (“ICS”), Summit’s independent compliance officer. An individual may choose to report to Independent Compliance Services (“ICS”), PEIM appointed independent compliance officer on an anonymous basis. ICS may then relay the information to Summit without any contact information beyond that which the reporter expressly chooses to provide. Contact details are as follows:

Enrique@complianceservices.co.za and or Debbi@complianceservices.co.za.

Office 9, Heritage Square,

Cnr Gladstone and Vrede St,

Durbanville, Western Cape, 7551

An individual can complain on an anonymous basis by providing details regarding the concern using the whistleblowing form available on the Company’s website - https://www.summitafrica.co.za/about-us/governance/whistle-blower-policy/blow-the-whistle.

9.3. Reporting Format

A concern can be raised by telephone, in person, or in writing directly to one of the options listed above. However, it is preferable to raise it in writing using the Whistleblowing form, Annexure A, to this Policy or the online form available on the Company’s website (please refer to above).
Although the individual is not expected to investigate or prove the truth of an allegation, the individual will need to demonstrate that there are reasonable and sufficient grounds for the concern raised. Generally, they will need to provide the following information as a minimum:

the nature of the concern and why the individual believes it to be true; and
the background and history of the concern (giving relevant dates where possible)

If the whistleblower is in possession of any documents or other evidence to support their allegations or is aware of where it can be found, they are requested to provide as much detail as possible to assist with the investigation.
The designated Summit representative or ICS will also assist whistle-blowers in this regard.
It is important to note that the earlier concerns are expressed, the easier it is for Summit to take action and minimise any damage.

9.4. Confidentiality

All concerns raised will be treated in confidence, and every effort will be made not to reveal the identity of an individual who raises a concern if that is their wish. However, it must be appreciated that the investigation process may reveal the source of the information, and an Employee's statement may be required as part of the evidence-gathering process.

If disciplinary or other proceedings follow the investigation, it may not be possible to take action based on a disclosure without the help of the individual who raised the concern. Therefore, the individual may be asked to come forward as a witness. If they agree, they will be offered advice and support.
Summit hopes that all Employees will feel able to voice their concerns openly under this Policy. Although a concern may be made anonymously, Summit encourages individuals to put their name to their allegation whenever possible. If this is not done, it will be much more difficult for Summit to protect the individual’s position or to give feedback on the outcome of investigations.

Concerns expressed ultimately anonymously are much less powerful and challenging to investigate. Summit will consider anonymous reports, considering factors such as the seriousness of the issue raised, the credibility of the concern, and the likelihood of confirming the allegation from other sources.
If an individual requests that a matter be treated in confidence, Summit will respect this request and, unless the law requires otherwise, will only disclose the matter to third parties or other staff with the individual’s consent.

The whistleblower should also keep confidential the suspected concerns disclosed.

10. Allegations

Concerns must be raised without malice, in good faith and not for personal gain. The individual must reasonably believe that the information disclosed and any allegations contained in it are substantially true.

The issues raised may relate to a manager, another staff member, a group of staff, the individual’s own department, or a different department. The perpetrator can be an outsider, an Employee, a manager, a customer, or an ex-employee. You may even be aware of a system or procedure in use that may cause Summit to transgress its legal or ethical obligations.

Maliciously making a false allegation intentionally under this Policy constitutes gross misconduct and is likely to trigger disciplinary action and/or legal prosecution where this results in harm, which is an offence and, on conviction, may result in personal liability such as a fine, imprisonment or both. Summit’s assurances made in this Policy do not extend to allegations made in bad faith.

11 Responding to Concerns Raised

Summit is committed to ensuring that all disclosures raised will be dealt with appropriately, consistently, fairly and professionally.
An initial assessment will be made regarding what action should be taken. Depending on the nature of the concern, this may involve an internal inquiry or a more formal investigation. External investigators may be brought in where necessary to conduct an independent inquiry, or the matter may be referred to the South African Police Services.

Summit will endeavour to complete investigations within a reasonable time. Within 21 working days of a report being received, Summit (or ICS) will write to the whistleblower to:

Acknowledge that the concern has been received
Request the whistleblower for any further information or advise that initial enquiries have been made
Indicate how the matter will be dealt with, including whether the matter will be referred to another person or body to be dealt with more appropriately
Give an estimate of how long it will take to provide a final response, and
Tell the whistleblower whether further investigations will take place, and if not, why not.

Should Summit not be able to decide within 21 working days whether to investigate or refer the matter, the whistleblower will be informed that Summit is unable to do so and thereafter advised on a regular basis (at intervals not more than two months at a time) that the decision is still pending.
The whistleblower will be advised within 6 months of making the protected disclosure whether to investigate.

Summit will provide as much feedback as possible to the whistleblower. Summit will not, however, be able to inform the whistleblower of any matters which would infringe any duty of confidentiality owed to others or if it is necessary to avoid prejudice to the prevention, detection or investigation of a criminal offence.

Summit may, on occasion and after informing the whistleblower, change the time limits referred to in this Policy.

The amount of contact between the whistleblower and the Summit representative considering the issues will depend upon the nature of the matters raised, the potential difficulties involved, and the clarity of the information provided. If necessary, Summit may ask the whistleblower for further information about the concern raised directly or through the ICS.

If a meeting is arranged, the whistleblower has the right, at his/her discretion, to be accompanied by a colleague or other representative who is not involved in the work to which the concern relates.

Summit will also take steps to minimise any difficulties that a whistleblower may or could experience as a result of raising a concern. For instance, if the whistleblower is required to give evidence in a criminal or disciplinary proceeding, management will arrange for the whistleblower to receive advice on the process, etc.

Summit accepts that whistleblowers need to be assured that the matter has been properly addressed. Therefore, at the conclusion of an investigation, Summit shall inform the whistleblower of the outcome. If a whistleblower is not satisfied with management’s response to concerns raised and has reasonable grounds for dissatisfaction, Summit could arrange for an independent body (e.g., external auditors) to investigate the matter.

While management cannot guarantee that it will respond to all matters in the way that a whistleblower may wish, Summit will endeavour to handle all matters fairly and adequately. By abiding by this Policy, employees will assist management in achieving its objectives.

12. Training

Summit provides regular training to all staff on whistleblowing law and this Policy. The main objectives of such training are to ensure that all staff are aware of how to raise a concern, how they are protected, and how the concern will be dealt with.

13. Record Keeping

Any concerns raised will be recorded in Summit’s central Whistleblowing Report Register, maintained by the compliance function.

Summit uses all appropriate security measures to ensure the protection of the information collected in the context of this Policy, in compliance with its Privacy Policy and with all applicable legislation.