Revised Whistleblower Protection Policy

I. Introduction

This policy provides procedures for reporting questionable or improper accounting or auditing matters and violations and suspected violations of any applicable laws, or regulations or Republic Glass Holdings Corporation’s (“RGHC”) Code of Business Conduct and Ethics.

Directors, officers or employees are expected:

  • to observe high standards of business and personal ethics in the conduct of their duties and responsibilities;

  • to practice honesty and integrity in fulfilling their responsibilities and in compliance with all applicable laws and regulations;

II. Procedure in Reporting and Investigation

Each director, officer and employee has an obligation to report concerns about something that is unlawful; or is against RGHC’s Code of Business Conduct and Ethics; or falls below established standard or practice; or amounts to improper conduct, in writing or verbally to the following officers of his/her choice as his/her Reporting Channel:

  • Chairman of the Board

  • President/Chief Executive Officer

  • Audit and Risk Management Committee

Concerns are better raised in writing. The individual should set out the background and history of the concerns, giving names, dates and places where possible, and the reasons why s/he is particularly concerned about the situation. If the individual does not feel able to put the concern in writing, s/he should telephone or meet the appropriate person. It is important that, however the concern is raised, the individual makes it clear that s/he is raising the issue via the whistle-blowing procedure. The individual is encouraged to put her/his name to an allegation/concern.

Upon receipt of the report/concern/allegation, the officer from the Reporting Channel shall acknowledge the receipt of the concern/allegation and immediately forward the concern/allegation to ARM Committee through the Risk Officer. The receiving officer shall within ten (10) working days of the receipt of the concern/allegation write to the individual:

  • Acknowledging that the concern has been received;

  • Indicating how they propose to deal with the matter;

  • Giving an estimate of how long it will take to investigate and when it is likely to be concluded and provide a final response; and

  • Providing the petitioner the outcome of the investigation and on the proposed action.

All reports will be followed up promptly and an investigation conducted as quickly as possible. The Risk Officer upon the directive of the ARM Committee shall:

  • Examine and investigate the report/petition/allegation filed;

  • Coordinate and collaborate with relevant personnel, person and organization in the case;

  • Maintain records of the investigate process; and

  • Submit its findings and recommendation to the ARM Committee within Thirty (30) working days of the receipt of allegation/concern.

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 or vexatious allegations, and particularly if he or she persists with making them, disciplinary action may be taken against that individual

III. Authority of Audit and Risk Management Committee

The ARM Committee is responsible for investigating and making appropriate recommendations to the Board of Directors with respect to all reported petitions/concerns/allegations. Investigation shall be conducted without regard to suspected violator’s length of service, position or relationship to the Company.

IV. No Retaliation

The director, officer or employee, who reports an ethics violation, or suspected violation of law or suspected fraud or potential misconduct in good faith, is assured that RGHC will protect him/her from any form of retaliation. Any retaliation or attempt to dissuade or obstruct an employee or others from providing such information or assisting in an investigation will be treated as a serious disciplinary offense that may require even dismissal.

Any allegation that fails to be substantiated, or proves to have been made maliciously, recklessly or knowingly to be false will be viewed as a serious disciplinary offense that may even merit dismissal.

Officers in the Reporting Channels will be trained on this policy.

V. Confidentiality

Reasonable effort will be exerted to maintain the confidentiality of the information received and those who report perceived misconduct in good faith. The investigation will not be disclosed or discussed other than to those with a legitimate right to know. Disclosure of reports of concerns to persons or others not involved in the investigation will be treated as a serious disciplinary offense that may even merit dismissal.

VI. Mentoring and Review

The Risk Officer will be responsible for monitoring the implementation and effectiveness of this policy/procedure. Relevant facts and information of all petitions/concerns/allegations raised during the quarter shall be disclosed by the Risk Officer to the ARM Committee. The report may include-

  • the background and history of the concerns; and the reasons why the employee is particularly concerned about the situation;

  • name, dates and places (where possible);

  • the investigation process; and

  • the result of investigation and recommendation

VII. Policy Review

The Board shall periodically review and assess the adequacy of this Policy