1.1 The purpose of this Whistleblowing Policy (hereinafter referred to as the “Policy”) is to allow employees and members of the public to disclose any improper conduct (misconduct or criminal offence) concerning Nando’s Chickenland Malaysia Sdn Bhd(“NANDO’S ”) have management control through the Nando’s internal whistleblowing reporting channels without fear of being discriminated or treated unfairly. A person who has made a disclosure through the Nando’s internal whistleblowing reporting channel is referred to as “Whistleblower” in this Policy. The disclosure by the Whistleblower shall be treated in strict confidence and without any risk of reprisal.
2.1 This policy should be read in conjunction with the Nando’s Anti -Corruption Policy.
3.1 For this policy, the following terms are defined:
3.1.1 Whistleblower means any person, an employee or a member of the public, who makes a disclosure of any improper conduct (misconduct or criminal offence) concerning the Nando’s.
3.1.2 Misconduct is defined to be any conduct on the part of employee which is inconsistent with the faithful discharge of his duties, or any breach of the express or implied duties of an employee towards his employer. It is also known as a form of improper behaviour or an intentional wrongdoing or a deliberate violation of a rule or standard of behaviour.
3.1.3 A criminal offence is an offence (or crime) which is punishable under the law.
3.1.4 A disciplinary offence is any action or omission which constitutes a breach of discipline in a public body or private body as provided by law or in a code of conduct, a code of ethics or circulars, or a contract of employment.
3.1.5 Detrimental action includes action causing injury, loss or damage, intimidation or harassment, interference with the lawful employment or livelihood of any person, including withholding of payment due and payable under a contract, refusal to enter into a subsequent contract, discrimination, discharge, demotion, suspension, disadvantage, termination or adverse treatment in relation to a person’s employment, career, profession, trade or business or the taking of disciplinary action and a threat to take any of the actions described above.
3.2 Business Partners means any individual or organization, which comes into contact with the Nando’s, existing or potential, including but not limited to the following:
3.2.1 Business Partners (such as co-investors, joint venture partners and strategic partners).
3.2.2 Business Partners vendors, suppliers, manufacturers, contractors and other service providers.
3.2.3 Business Partners intermediaries such as consultants, accountants, lawyers, advisors, brokers, freight forwarders, logistic partners, agents, government intermediary, associated persona, agencies and other representatives).
4.1 This Policy applies to the Nando’s, including but not limited to;
4.1.1 All employees (whether permanent, temporary, casual, part time or on fixed term contracts), directors, officers, agency staff, trainees, seconded staff, interns, customers; consultants, contractors, business partners, joint-venture partners, suppliers and vendors, sponsors, agents and Business Partners representatives who work at or on behalf of the Nando’s, wherever located.
4.1.2 Members of the public who are impacted by various organizational or business activities of the Nando’s.
4.2 This Policy applies to improper conduct (misconduct or criminal offence)”, committed or about to be committed, including but NOT limited to:
4.2.3 abuse of authority;
4.2.4 conflict of interest;
4.2.5 theft of embezzlement;
4.2.6 misuse of the Nando’s funds and assets;
4.2.7 misuse of confidential information;
4.2.8 non-compliance to Nando’s internal procedures, rules and regulations;
4.2.9 non-compliance with regulatory requirements; and
4.2.10 conduct which is an offence or breach of the law.
Please refer to the HR ‘s Disciplinary Action Policies and Procedures for more examples of improper conduct.
4.3 This Policy does not cover personal grievances and concerns regarding:
4.3.1 matters which are trivial or frivolous or malicious or vexatious in nature or motivated by personal gains or ill will;
4.3.2 matters pending or determined through the Nando’s disciplinary proceedings; and
4.3.3 matters pending or determined through any tribunal or authority or court, arbitration or other similar proceedings.
5.1 The Nando’s is committed to the values of transparency, integrity, impartiality and accountability in the conduct of its business and affairs.
5.2 It is important that employees and third parties know what to do if, during their work or dealings with the Nando’s, they come across something that they think is fundamentally wrong, illegal or endangers others within the Nando’s or the public.
5.3 The following principles underpin this Policy:
5.3.1 Employees and any members of the public including stakeholders involved in a business relationship with the Nando’s are deemed responsible to raise any concerns they may have about wrongdoing as soon as they notice it.
5.3.2 Employees and any members of the public including stakeholders involved in a business relationship with the Nando’s who raise concerns through the Nando’s internal whistleblowing reporting channels will be afforded protection as detailed in this policy.
5.3.3 All genuine concerns reported by employees and any members of the public including stakeholders involved in a business relationship with the Nando’s through the Nando’s whistleblowing reporting channels will be handled responsibly, professionally and in a positive manner.
5.3.4 Help and support will be available to employees and any members of the public including stakeholders involved in a business relationship with the Nando’s who raise concerns through the Nando’s whistleblowing reporting channels.
5.4 All employees and any members of the public including stakeholders involved in a business relationship with the Nando’s are deemed responsible to report suspected and/ or any known Disciplinary Offence.
5.5 The Integrity Officer(“IO”) will be responsible for determining whether Designated Officers, subject to the Integrity Committee’s approval, should be appointed who will be responsible for:
5.5.1. receiving the report lodged by the Whistleblower;
5.5.2. submitting the report lodged by the Whistleblower to the IO for Pre-Screening and Initial Examination; and
5.5.3. submitting a register to the IO on the reports which they have received from Whistleblowers for each month.
5.6 The Integrity Committee oversees the roles of the Designated Officers and Integrity Officer.
5.7 Group CEO or CEO (“CEO”) ensures appropriate management actions are carried out in response to any recommendation(s) made by the Integrity Committee.
6.1 Employees and Stakeholders who are aware of, believes or suspects that an improper conduct has been committed, or is on-going or will be committed, are deemed responsible to report the improper conduct through any of the Nando’s whistleblowing reporting channels as follows:
6.1.1 In person reporting channel
The Whistleblower lodges a report in person with either of the following Designated Officers who will assist the Whistleblower to complete the Whistleblowing Form:
188.8.131.52 Chief Executive Officer (“CEO”)
184.108.40.206 Financial Controller (“FC”)
220.127.116.11 Chief Financial Officer (“CFO”)
18.104.22.168 Head of Department
22.214.171.124 Head of People
6.1.2 E-mail reporting channel
126.96.36.199 The Whistleblower completes and submits the Whistleblowing Form, appended as Appendix A to this Policy, via email to email@example.com
188.8.131.52 The IO will be responsible for determining who is to manage the emails sent to firstname.lastname@example.org
6.1.3 Website reporting channel
184.108.40.206 The Whistleblower completes and submits the Whistleblowing Form via Website nandos.com.my. The submission will directly divert to email@example.com.
6.2 All concerns raised by the Whistleblower will be treated promptly, fairly and discreetly.
6.3 When making a report of an improper conduct through the Nando’s whistleblowing reporting channel, the Whistleblower must ensure that:
6.3.1 the improper conduct should be directly related to the Nando’s,
6.3.2 the information provided should be as accurate and complete as possible; and
6.3.3 where possible, the improper conduct should be substantiated by documentary evidence. Where there is no documentary evidence to support the alleged improper conduct, the Whistleblower should nevertheless have reasonable grounds to suspect the improper conduct has taken place (or will take place).
6.4 It is important to note that the information included in the Whistleblowing Form can be an important factor in determining the basis to launch an investigation.
6.5 When submitting the report, at a minimum the following should be disclosed by the Whistleblower:
6.5.1 If the Whistleblower is an employee of the Nando’s, their name, employee number, designation, department, company, current address, contact number and e-mail address;
6.5.2 If the Whistleblower is not an employee of the Nando’s, their name, name of employer and designation, current address, contact number and e-mail address;
6.5.3 Basis or reasons for their concerns, including as many details of the improper conduct as reasonably possible, for instance, its nature, the date, time, and place of its occurrence and the identity of the suspect;
6.5.4 Of witnesses, if any, their name, employee number, designation, department, company, current address, contact number and e-mail address; and
6.5.5 Or the production of documentary evidence, if any.
6.6 If the Whistleblower is unsure whether an act or omission constitutes an improper conduct under this Policy, the Whistleblower is encouraged to seek advice or guidance from the Designated Officers.
6.7 When reporting any allegation of improper conduct, the Whistleblower is required to complete and submit the Whistleblowing Form through any of the Nando’s whistleblowing reporting channels.
6.8 The Whistleblower should ensure that the details furnished regarding the alleged improper conduct is factual rather than speculative and contain as much specific information as possible to allow for proper assessment of the nature and extent of urgency of the report made.
6.9 All reports including any supporting documents submitted through the Nando’s whistleblowing reporting channels shall remain confidential.
6.10 The Whistleblower should not attempt to obtain evidence for which the Whistleblower does not have an access right.
6.11 The Whistleblower should not attempt to conduct any personal investigation to determine whether there has been a misconduct or confront the suspect(s) but should instead report suspected improper conduct through the whistleblowing reporting channels.
6.12 Due to the difficulty of following-up with the Whistleblowers to ascertain facts in the Whistleblower report or to obtain further information for investigation purposes, anonymous reporting will not be entertained. Only complaints reported via the Whistleblowing Form shall be entertained. As such, any Whistleblower who wishes to report any allegation of improper conduct is required to disclose his identity and personal information in the Whistleblowing Form. This is to facilitate further examination and notification whenever deemed necessary.
6.13 The Nando’s may at its discretion choose to investigate any anonymous allegations after having considered the following matters:
6.13.1 The seriousness of the allegation;
6.13.2 The credibility of the allegation;
6.13.3 The supportability of the evidence by documentary evidence; and
6.13.4 The likelihood of confirming the allegation from credible sources.
6.14 The Whistleblower may be asked to provide further clarifications and information from time to time or may be required to give evidence relative to his or her knowledge of the reported allegation later.
6.15 The Whistleblower should exercise due care to ensure that the information regarding the allegation in their Whistleblowing Form is accurate and truthful. No action will be taken against the Whistleblower who makes an allegation in good faith (even in cases where the Whistleblower is genuinely mistaken in the concerns which he had reported) and to the extent permitted by law.
6.16 The Whistleblower is responsible to ensure that the disclosure is made in good faith, free from malicious intent, and is not for personal gains. If the subsequent investigation reveals that the allegation was made with malicious intent, appropriate action can be taken against the Whistleblower.
6.17 Where the Whistleblower may be of the view that the allegation is an exceptionally serious issue involving high ranking individual/s within the Nando’s which warrants reporting to a higher authority other than the Designated Officers, the Whistleblower may opt to submit the completed Whistleblowing Form via email directly to the Director (firstname.lastname@example.org).
6.18 The Designated Officers’ shall assign a unique case number to each Whistleblowing Form received.
6.19 The Whistleblowing Form is to be forwarded to the IO in a sealed envelope marked “Private and Confidential” once it is received.
6.20 The Designated Officers shall record the details of all concerns raised by the Whistleblower in a register, appended as Appendix B to this Policy. The completed register is submitted to the IO in a secured password protected file on a monthly basis.
6.21 The submitted Whistleblowing Form including the identity and personal information of the Whistleblower shall be handled under strict confidentiality by the Designated Officers and the IO.
6.22 The Whistleblowing Form together with all documents obtained pertaining to the concerns raised by the Whistleblower shall be considered “Confidential” and stored securely in a locked filing cabinet under the care of the IO for a period of at least eight (8) years from the date of receipt of the Whistleblowing Form or from the date of the completion of the investigation into the Whistleblower’s report.
7.1 The process for dealing with the concerns raised by the Whistleblower involves the following five (5) main components:
7.1.1 Preliminary screening
7.1.2 Initial examination
7.1.3 Approval to initiate investigation
7.1.5 Report closure and quarterly reporting
The procedures for each of the above-mentioned components are described below. The time taken from the receipt of the Whistleblowing Form to the Preliminary Screening, Initial Examination, Integrity Committee’s approval to initiate investigation and completion of investigation should not take more than two (2) months to complete. However, depending on the nature, seriousness and complexity of the allegation made may result in additional time required to complete the investigation. The IO is to closely monitor the time taken to complete the said processes.
8.1 All reports made by Whistleblowers shall be duly assessed, regardless of the length of service, position/ title, relationship or connection with parties involved to the Nando’s.
8.2 Upon receipt of the Whistleblowing Form submitted by the Whistleblower, the IO will assess whether the concern raised by the Whistleblower falls within the scope of this Policy. Where appropriate, any concern which does not fall within the scope of this Policy will be channeled to the appropriate department for action.
8.3 If the Whistleblower report relates to an alleged Improper Conduct, the IO pre-screens the information provided in the Whistleblower Form to determine the authenticity, clarity, sufficiency of information and impact of the report, and makes an assessment whether the report warrants further examination.
8.4 If there is insufficient information contained in the Whistleblowing Form, the IO may request the Whistleblower to furnish additional information. If the additional information is not forthcoming from the Whistleblower, the status of the reported concern will be recorded as “insufficient information”.
8.5 If the report has no basis or merits or it is not a matter to be dealt with under this Policy, it may be dismissed by the IO at this stage. In such situations, the IO is required to provide a written justification to the Integrity Committee for dismissing the Whistleblower report.
8.6 The IO shall record the details of all concerns raised by the Whistleblower in a Whistleblowing Register, appended as Appendix C to this Policy, together with the case number.
8.7 If the Whistleblower has not disclosed his identity in the Whistleblowing Form, the status of the reported concern will be recorded as “anonymous” in the Whistleblowing Register.
8.8 All Whistleblowing Forms including any supporting documents received by the IO shall be handled under strict confidentiality.
9.1 The objective of an Initial Examination is to obtain adequate details to determine if further Management action or investigation is required and if yes, the type of actions and the resources required.
9.2 Each of the following criteria will be addressed and considered by the IO when carrying out the Initial Assessment:
9.2.1 The cost or value involved in the alleged Improper Conduct;
9.2.2 The security implications of the alleged Improper Conduct;
9.2.3 The number of employees who are alleged to be involved in the Improper Conduct;
9.2.4 The nature of the alleged Improper Conduct;
9.2.5 When did the incident take place (i.e. if the event had occurred a long time ago, it may be difficult to track witness(es) and documents and evidence may be unavailable);
9.2.6 The potential reputational impact to arise from the alleged Improper Conduct;
9.2.7 The potential regulatory implications to arise from the alleged Improper Conduct; and
9.2.8 The level of seniority of the alleged wrongdoer who is associated with the alleged Improper Conduct.
9.3 Based on outcome of the initial assessment where it is deemed that an investigation is necessary, the IO will formalize a proposal to obtain permission from the Integrity Committee Chairman to initiate an investigation.
9.4 In situations where it is deemed that an investigation is not required, the IO is required to provide a written justification to the Integrity Committee on the basis for not initiating an investigation.
9.5 The time taken to complete the preliminary screening and initial examination process should not take more than 14 days from the day the report was submitted by the Whistleblower. Subject to the severity of the reported allegation and scope of its investigation, the initial process may be completed immediately if the reported allegation can cause irreparable harm to the Nando’s. Similarly, additional time may be required, where necessary.
9.6 In cases where the Initial Examination discloses a possible criminal offence, IO shall consult the Integrity Committee and legal advisors on whether the matter should be referred to the relevant authorities such as the police or Malaysia Anti-Corruption Commission for further action.
9.7 If deemed necessary, the IO may seek advice from the Legal Department and/ or the Human Resources Department on any aspects pertaining the matter(s) to be investigated such as whether to suspend the suspects from work.
10.1 After reviewing the proposal submitted by IO, the Integrity Committee may make the following decisions:
10.1.1 Instruct IO to obtain further information and re-submit a proposal;
10.1.2 Direct the concerns or any part thereof for consideration under other internal procedures or disciplinary procedures, if appropriate and applicable;
10.1.3 Decide that an investigation is to be initiated internally;
10.1.4 Decide that, due the matter being complex or highly sensitive, the investigation is to be carried out by an independent Business Partners;
10.1.5 Suspend the alleged wrongdoer or any other implicated person from work, in accordance with the Code of Ethics, Business Practice and Conduct Policies and Procedures, to facilitate any fact-finding or to avoid any employee’s exposure to threat or harm;
10.1.6 Seek assistance or advice from legal advisor or other experts regarding the matter;
10.1.7 Request for appropriate actions to be taken by Management; and
10.1.8 Refer the matter to the police or any other appropriate enforcement authority;
10.2 The Integrity Committee is also required to review the IO’s justification to either dismiss a Whistleblower report or not to propose for an investigation to be initiated. If the Integrity Committee does not agree with the IO’s justification, the Integrity Committee may instruct for an investigation to be initiated.
10.3 Based on the Integrity Committee’s decision to investigate the matter internally, the CEO shall appoint an Investigation Team comprising of individuals from FINANCE DEPT (and or ANY INDEPENDENT DEPT) to carry out investigation and/ or ensure that appropriate actions are taken as required. The Head of FINANCE DEPT will monitor the Investigation Team and the progress of the investigation. The Investigation Team’s terms of reference shall be approved by the CEO.
10.4 If the matter to be investigated involves the CEO, the Integrity Committee may appoint the Head of FINANCE DEPT to form the Investigation Team.
10.5 Employees implicated in the Whistleblower’s report will not be part of the Investigation Team.
10.6 If the matter to be investigated involves the Chief Executive Officer who is the overall in charge of the running of the Nando’s, the Director may consider the following:
10.6.1 Appoint a suitable independent senior employee to form the Investigation Team; or
10.6.2 Consider the appointment of an independent Business Partners to conduct the investigation
10.7 The Director shall determine the scope and authority of the Investigation Team.
10.8 The Investigation Team shall outline the detailed procedure for the investigation of the matter as directed by the Director
10.9 The Investigation Team shall not be entitled to further delegate all or any of the powers conferred to it.
11.1 The objectives of an investigation include the following:
11.1.1 To establish the modus operandi of the perpetration.
11.1.2 To ascertain the amount involved and/ or other potential impact to the Nando’s.
11.1.3 To identify the perpetrators and the extent of their involvement.
11.1.4 Identify the root causes contributing to the incident.
11.1.5 Identify the internal control weaknesses.
11.1.6 Provide recommendations for the Integrity Committee’s consideration.
11.2 The Investigation Team shall comprise individuals who have high integrity and are trained in investigations. When deemed appropriate due to the nature and complexities of the case, individuals with specialized skills and knowledge or those who are cross-functional in their backgrounds should be included in the Investigation Team.
11.3 Members of the Investigation Team are required to complete the declaration of Conflict of Interest Form prior to the commencement of each investigation.
11.4 The investigation and all forms of information obtained during investigation including the identity and personal information of the Whistleblower shall be handled under strict confidentiality and retained for a period of at least eight years from the completion of the investigation.
11.5 The Whistleblower and employees who are involved in the investigation including the alleged wrongdoer(s) are expected to render full cooperation to the Investigation Team.
11.6 Members of the Investigation Team shall be given unfettered access to all books and records, and personnel of the Nando’s during the investigation.
11.7 All employees including the Whistleblower(s), witnesses and alleged wrongdoer(s) who are involved in the investigation process should not disclose details of any part of the investigation to anyone unless specifically required to do so by the Investigation Team.
11.8 An investigation report shall be tabled to the Integrity Committee and CEO for review and decision making on the next course of action. The investigation report should also highlight the internal control weaknesses observed including its root causes identified during the investigation.
11.9 If the Integrity Committee and CEO is not satisfied with the findings of the investigation, the Integrity Committee and CEO shall have the right to either: –
11.9.1 direct a fresh investigation or request that further investigations be conducted by the same Investigation Team; or
11.9.2 direct a fresh investigation by another Investigation Team consisting of new members; or
11.9.3 direct that the investigation be carried out by a Business Partners.
11.10 The Integrity Committee and CEO shall in addition to discussing with the Human Resource Department on the disciplinary actions to be taken and to determine whether the matter should be referred to relevant authorities such as the police or Malaysia Anti-Corruption Commission for further action and may engage external legal advisors where deemed necessary to provide independent advice on these matters.
12.1 Where appropriate, as long as it is within the law and does not jeopardize any potential or ongoing proceeding(s) against the alleged wrongdoer(s), the Integrity Officer may after obtaining the Integrity Committee and/or CEO’s consent, notify the Whistleblower and/or the alleged wrongdoer of the conclusion of the investigation.
12.2 In the event that the Whistleblower is unhappy with the progress or the result of the investigation, the Whistleblower may present additional information via submission of a new Whistleblowing Form making his/ her case. The Whistleblower may furnish additional information or evidence to justify his/ her report. The alleged improper conduct will be investigated again if this is justified and deemed necessary by the Integrity Committee.
12.3 The IO shall, on a quarterly basis, update the Integrity Committee and/ or CEO on statistics pertaining to the concerns reported by the Whistleblower such as:
12.3.1 number and nature of reports received to date;
12.3.2 number of reports per whistleblowing reporting channel;
12.3.3 number of substantiated reports;
12.3.4 percentage of reports investigated;
12.3.5 percentage of reports reported anonymously;
12.3.6 status of investigations;
12.3.7 average number of days investigation cases are pending;
12.3.8 actions that had been taken; and
12.3.9 other relevant updates.
12.4 All material findings arising from the investigations of the concerns reported by the Whistleblower including any internal control weaknesses observed are reported to senior management. The respective department is required to take corrective action to rectify the root causes identified by the Investigation Team from its investigation.
13.1 Unless it is required by the law or unless the Whistleblower agrees otherwise, the identity and personal information of the Whistleblower will fully remain strictly confidential and reasonably practicable within the legitimate needs of law, and any ensuing evaluation or investigation. However, in some circumstances, the investigation process may lead to the point where the Whistleblower is required to provide a written statement or called to provide evidence.
13.2 No action will be taken against the Whistleblower who makes a genuine allegation in good faith (even in cases where the Whistleblower is genuinely mistaken in the concerns that the Whistleblower had raised) and to the extent permitted by law.
13.3 If the Whistleblower, in good faith, reasonably believes they are being subjected to discrimination, retaliation or harassment as a direct consequence of having made a disclosure under this Policy, they may consult the Designated Officers in confidence.
13.4 The Nando’s will take all reasonable steps to protect the Whistleblower against any detrimental action, corresponding to its internal policies and scope under its purview and jurisdiction. Any employee of the Nando’s, including Senior Management determined to have engaged in discriminatory, retaliatory or harrassing behaviour against the Whistleblower may be subjected to disciplinary action.
13.5 Any employee who in good faith, believes that he or she has been subjected to any behaviour that violates this Policy should immediately report such behaviour to the Designated Officers under this Policy. The Designated Officer would in turn report the matter to the IO.
13.6 Such protection will be revoked if it is proven that the Whistleblower harbours the intention to harm or upset certain parties or the Whistleblower knew that the report submitted is false, frivolous, vexatious, mala fide, or contains vexatious allegations for personal gain or with personal agenda. In such instance, the Nando’s reserves the right to subject any person to appropriate action within the Nando’s policies and procedures.
13.7 The Whistleblower is responsible to ensure that the disclosure is made in good faith, free from malicious intent, and is not for personal gains. The Whistleblower is strictly prohibited from making frivolous, vexatious, mala fide, bogus allegations for personal gain or with personal agenda. If the subsequent investigation reveals that the allegation was made with malicious intent, appropriate action can be taken against the Whistleblower.
14.1 The Nando’s must keep proper documentation in respect of all Whistleblower reports and registers, investigation reports, the corresponding supporting documents together with records of corrective actions.
14.2 The Whistleblowing Form together with all documents obtained pertaining to the concerns raised by the Whistleblower are to be stored securely in a locked filing cabinet under the care of the IO for a period of at least eight (8) years from the date of receipt of the Whistleblowing Form or from the date of the completion of the investigation into the Whistleblower’s report.
14.3 The investigation report and work papers are to be stored securely in the Integrity Officer’s office in a locked cabinet under the designated Integrity Officer. For cases where investigations are not performed or overseen by Integrity Committee, the respective investigating department or personnel shall be responsible for the safekeeping of the report and work papers.
14.4 Release of any of the information relating to the investigation must be approved by the Integrity Committee and/or CEO.
15.1 Management is responsible for ensuring compliance with this Policy. The Board of Directors, through its delegation to the Integrity Committee is responsible for ensuring this policy complies with the Nando’s legal and ethical obligations and for supervising the IO on the administration of this Policy.
15.2 The IO has responsibility for monitoring the use and effectiveness of this Policy and dealing with any queries on its interpretation. The members of the management team at all levels are responsible for ensuring those reporting to them are made aware of and understand this Policy and are given adequate and regular training on it. The IO may delegate administrative tasks to subordinates or other employees or officers, as may be necessary for the purposes of this Policy.
15.3 The Policy is subjected for review by the IO at least once every three years, but nothing shall prejudice the right of the Integrity Committee to request for the review to be done more regularly should the need arise. Any changes therein must be approved by the Integrity Committee before coming into effect.
15.4 This Policy shall be reviewed for any changes in the relevant local laws and guidelines pertaining to the matters in this Policy. Any changes to the Policy, shall only be made with the Board’s approval in writing.
15.5 The Nando’s will establish and put in place appropriate performance measures and reporting systems to monitor performance against metrics and compliance with the relevant policies, procedures and controls.
15.6 The internal controls and procedures relating to this Policy will be subject to regular audits to provide assurance that they are effective. The audit process must be fully documented. Internal Audit shall provide a report to Senior Management on any incidents of non-compliance which it discovers and to report to the Integrity Committee on any material incidents of non-compliance.
15.7 The IO is to report to the Integrity Committee regularly on compliance issues and promptly on any material incidents of non-compliance (for example, failures that may attract a significant risk of legal or regulatory sanction).
15.8 The Nando’s shall provide training and communicate its Whistleblowing Policy to its employees
and other stakeholders.
15.9 The Board of Director and the Integrity Committee reserves the right to dictate, amend or overrule any part of the process stipulated in this Policy.
16.1 In the unlikely event that granting a waiver for any employees of the Nando’s from any provision in this Policy is in Nando’s best interest, such a decision may only be made by the Board of Directors or Integrity Committee.
17.1 The Board of Directors has an overall responsibility for ensuring that this Policy complies with the Nando’s legal and ethical obligations, and that all those under the Nando’s control complies with it.
18.1 Compliance with this Policy is mandatory for all employees of the Nando’s. The Nando’s promises to the employees who comply with the requirements of this Policy that there will be no retaliation against them because of acting in accordance with that requirements, that it will protect the employees who acts in accordance with this Policy in any circumstances.
18.2 Any non-compliance and/ or breach of this Policy will be viewed as serious misconduct which can
result in disciplinary action that may include the termination of employment.
18.3 All employees of the Nando’s must report any actual or suspected breach of this Policy by either
themselves or by another employee or by those acting on behalf of the Nando’s to the IO as soon as
practicable. The relevant notifications to the IO shall be treated in strict confidence.