XEBIA PRIVATE LIMITED, Whistle Blower Policy

Effective Date of Current Policy: February 12, 2021

Introduction

Xebia believes in the conduct of affair of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity, and ethical behaviour. This policy is in line with the Xebia Code of Conduct which lays down principles and standards that govern actions of all employees. Any action or potential violation of the Code, or violation of the law would be a matter of serious concern for Xebia.

Applicability

This policy will be applicable to all employees or any other person associated with Xebia IT Architects India Pvt. Ltd. who can make Protected Disclosure under this policy.

Scope

The Whistle Blower’s role is of a reporting party with a reliable information about illegal acts, violation of the Code of Conduct, or unethical acts committed by company officials. Whistle Blowers are not required or expected to act as an investigator or finders of facts, nor they determine appropriate corrective or remedial actions that may be warranted in a given case. Examples of Reportable Conduct include but are not limited to:

  • Illegal conduct such as theft, violence or threatened violence, and criminal damages against property.
  • Fraud, money laundering, or misappropriation of funds.
  • Offering or accepting bribe
  • Financial irregularities
  • Failure, to comply with, or breach of, legal or regulatory requirements.
  • Engaging in or threatening to engage in Detrimental Conduct against a person who has made a disclosure or is believed or suspected to have made or be planning to make a disclosure.
  • Facilitations and kickbacks

2. Whistle Blowers should not act on their own in conducting any investigation activities, nor do they have right to participate in any investigative activities other than requested by the Core Committee.

3. Protected Disclosure will be appropriately dealt with by the Core Committee, as the case may be.

Disqualification

  • While it will be ensured that genuine Whistle Blower are accorded complete protection from any kind on unfair treatment as here in set out, any abuse of this protection will warrant disciplinary action.
  • Protection under this policy does not mean protection from disciplinary actions arising out of false or bogus allegations made by Whistle Blower knowing it to be false or bogus or with a bad faith intention.
  • Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide or malicious, shall be liable to be prosecuted under the appropriate law of the land.

Core Committee

The Committee for all investigations and decisions under Whistle Blower is as mentioned below:

  1. Mr. Ashok Fenn (Executive Director) - afenn@xebia.com - +91 9810061729
  2. Ms. Glory Nelson (Chief People and Strategy Officer) - glory.nelson@xebia.com - +91 8800396866
  3. Mr. Sameer Bhowmik (Legal) - sameer.bhowmik@xebia.com - +91 8755505479

    Ombudsman

  • All Protected Disclosures will be submitted to Ombudsman appointed by Xebia IT Architects India Pvt. Ltd. Ombudsman will be a person, who will be authorised for receiving/oversee all complaints under this policy and ensuring appropriate action. The Core Committee shall have the authority to appoint or change the Ombudsman from time to time.
  • All Protected Disclosures shall be sent to the Ombudsman on ombudsman@xebia.com
  • The Ombudsman is:
    Name: Mr. Sameer Bhowmik
    Department: Legal

  • Procedure

    • All Procedural Disclosures under this policy should be addressed to the Ombudsman/Core Committee as mentioned above.
    • Protected Disclosure should be reported to the Ombudsman/Core Committee to ensure a clear understanding of issues raised.
    • The Protected Disclosure should be forwarded under a covering letter, which shall bear identity of the Whistle Blower. The committee shall detach the covering letter and forward only the Protected Disclosure to the investigator for investigation. (Refer Annexure 1 for Protected Disclosure Form).
    • Protected Disclosure should be factual and not speculative or in nature of a conclusion and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.
    • For the purpose of providing protection to the Whistle Blower, the Whistle Blower should disclose his/her identity in the covering letter forwarding such Protected Disclosure. Any Protected Disclosure without the identity of the Whistle Blower will not be considered.
    • If the complaint is against any member of the Core Committee, the same would be reported to Mr. Anand Sahay- CEO who may decide upon it immediately or will initiate an investigation under the responsibility of a designated committee.

    Investigation

    • All Protected Disclosure reported under this policy will be thoroughly investigated by the Ombudsman/Core Committee or a suitable nominated competent person of their choice who will investigate or oversee the investigations under the authorization of the Core Committee. If any member of the core committee has a conflict of interest in any given case, then he/she should recuse himself/herself and the other member of the Core Committee should deal with the matter on hand.
    • The Core Committee or the suitable nominated competent person may at their discretion, consider involving external investigator for the purpose of the investigation.
    • The decision to conduct an investigation taken by the Core Committee is by itself not an accusation as is to be treated as a neutral fact-finding process. The outcome of the investigation may or may not support the conclusion of the Whistle Blower that an improper or unethical act was committed.
    • The identity of the Subject(s) and the Whistle Blower will be kept confidential to the extent possible given the legitimate needs of law and the investigation.
    • The Subject will normally be informed of the allegations at the outset of a formal investigation and have opportunities for providing their input during the investigation.
    • Subject shall have a duty to co-operate with the Ombudsman/Core Committee or the suitable nominated person and any other Investigator during the investigation process to the extent that such co-operation will not compromise self-incrimination protections available under applicable laws.
    • Subject have the right to consult with a person of their choice, other than the Investigator or any member of the Core Committee or the Whistle Blower.
    • Subjects have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witnesses shall not be influenced, coached, threatened, or intimidated by the Subjects.
    • Unless there are compelling reasons not to do so, Subjects will be given the opportunity to respond material finding contained in an investigation report. No allegations of wrongdoing against a Subject shall be considered as maintainable unless there is a good evidence in support of the allegations.
    • The investigation shall be completed normally within 45 days of the receipt of the Protected Disclosure.

    Protection

    • No unfair treatment will be meted out to a Whistle Blower by the virtue of his/her having reported a Protected Disclosure under this policy. Xebia, as a policy, condemns any kind of discrimination, harassment, victimisation or any other unfair employment practise being adopted against Whistle Blower. Complete Protection will, therefore be given to a Whistle Blower against any unfair practise such as retaliation, threat, or intimidation of termination/suspension of service, disciplinary action, demotion, transfer, refusal of promotion, or the like including any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his/her duties/functions including marking further Protected Disclosure. Xebia will take steps to minimise difficulties, which the Whistle Blower may experience as a result of making Protected Disclosure.
    • A Whistle Blower may report any violation of the above clause to the Core Committee, who shall investigate the same and recommend a suitable action to the management.
    • The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under Law.
    • Any other employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

    Investigators

    • Investigators are required to conduct a process towards fact-finding and analysis. Investigators shall derive their authority and access rights from the Core Committee when acting within the course and scope of their investigations.
    • Technical and other resources may be drawn on as necessary to augment the investigation. All investigators shall be independent and unbiased, both in fact and as perceived. Investigators have a duty of fairness, objectivity, thoroughness, ethical behaviour and observance of legal and professional standards.
    • Investigation will be launched only after preliminary review by the Core Committee as the case may be, which establishes that:
      • The alleged act constitutes an improper or unethical activity or conduct.
      • The allegation is supported by information specific enough to be investigated.
    • In cases, where that alleged act is not assessed to call for an investigation as an unethical act or misconduct or where the allegation is not supported by specific information, the Core Committee will decide to launch an investigation if they feel that the concerned matter is worthy for the management review.

    Decision

    If an investigation leads the Core Committee or a suitable nominated person to conclude that an improper and unethical act has been committed. The Core Committee or a suitable nominated person will recommend to take such disciplinary or corrective action as the Core Committee may deem fit. It is clarified that any disciplinary or corrective action initiated against the Subject as result of the finding of an investigation pursuant to this policy shall adhere to the applicable personnel and disciplinary procedures. The final decision of the Committee will be announced to the Whistle Blower on the discretion of the committee.

    Reporting's

    All Protected Disclosures in writing or documented along with the results of the investigation relating thereto shall be retained by the Company for a minimum period of 5 years.

    Ammendment

    Xebia reserves its right to amend or modify the policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on employees unless the same is notified to the employee in writing.