Approved by the Board of Directors on January 30, 2019

Mechanisms for employees and other interested parties to confidentially and anonymously bring to the attention of the Audit & Compliance Committee any concerns related to matters covered by the Company’s Code of Conduct, Code of Ethics, legal issues and accounting or audit matters.

PURPOSE

The Audit & Compliance Committee of The Bank of Nevis Ltd. (BON) desires to provide all employees, officers and directors of The Bank of Nevis Ltd (hereinafter, “BON” or the “Bank”) with mechanisms for employees and other interested parties to confidentially and anonymously bring to the attention of the Audit & Compliance Committee any concerns related to matters covered by the Company’s Code of Conduct, Code of Ethics, legal issues and accounting or audit matters.

BON has adopted Code of Conduct and Code of Ethics Policies which establishes specific expectations regarding the behavior of its personnel, and is committed to maintaining an effective internal control environment to detect and to prevent or deter improper activities.  Effective internal controls can also ensure the accuracy of BON’s financial reporting and related disclosures.  However, even the best systems of internal controls cannot provide absolute safeguards against irregularities.  Intentional and unintentional violations of laws, regulations, policies and procedures may occur, and BON has a responsibility to investigate and address allegations of suspected fraudulent, wrongful, or improper activities.

GENERAL OBJECTIVE                                                                                                

This “Whistleblower Program” serves to document the procedures that BON will employ and describes the Bank’s process of collecting and organizing these communications and determining which communications will be relayed to the Audit & Compliance Committee members.  For the purposes of this program, an employee who reports alleged wrongdoing or improper conduct is defined as a “whistleblower”. BON employees are encouraged to use the guidance provided by this program for reporting such conduct or complaints.

SCOPE OF POLICY

This Policy does not apply to complaints of Bank Personnel associated with unsatisfactory probation reports, performance evaluations, discriminatory work assignments, sexual harassment or any other personal grievances. These shall be referred to the Human Resources Department and other mechanisms established by the Bank for such grievances. However, where in the view of the Whistleblower or a Complainant, factors such as probation reports, performance evaluations, work assignments and opportunities or any form of harassment is being used by Management in a retaliatory manner, the Policy shall apply.

ADMINISTRATION

This process is administered by BON’s Chief Internal Auditor, is overseen by the Audit & Compliance Committee and has been approved by the Audit & Compliance Committee. Employees and other interested parties are able to report their concerns related to matters covered by the BON’s Code of Conduct, Code of Ethics, legal issues and accounting or audit matters to the Chief Internal Auditor by:

Telephone at (869) 469-5564,
direct internal dialing 378;

Pre-paid mail or courier to:
Chief Internal Auditor
PO Box 450
Main Street
or

E-mail to Chief Internal Auditor at dphillips@thebankofnevis.com 

COLLECTION OF COMMUNICATIONS

The Chief Internal Auditor will collect all communications addressed as above or addressed to the Audit & Compliance Committee (or any of its members). The Chief Internal Auditor will review the communications to determine whether they are related to matters covered by the Company’s Code of Conduct, Code of Ethics, legal issues, accounting or audit matters (“Policy Scope Communications”). Any communications that are not Policy Scope Communications will be excluded from further processing under this Policy, and will instead be processed at the discretion of the Chief Internal Auditor, which may include anonymous referral to the Human Resources Manager.

PROCESS

The Chief Internal Auditor will maintain a log of all Policy Scope Communications and an original or a copy (which may be in an electronic format), of all Policy Scope Communications, which shall be kept in accordance with the Company’s retention policy. The Chief Internal Auditor will summarize all Policy Scope Communications that, in the view of the Chief Internal Auditor, are of a length or a complexity such that summarization may improve the communication of the information contained therein.

REPORTING

The Chief Internal Auditor will report on all Policy Scope Communications, received since the immediately preceding report was provided to the Audit & Compliance Committee members, at least quarterly to the Audit & Compliance Committee. The Chief Internal Auditor will also provide to the Audit & Compliance Committee Chairperson, at least quarterly, a copy of all log entries made since the immediately preceding report was provided to the Audit & Compliance Committee Chairperson. The Chief Internal Auditor will promptly provide to any Audit & Compliance Committee member upon his or her request a copy of any part of the Policy Scope Communications log, a copy of any Policy Scope Communications and a copy of any summary of any Policy Scope Communications to the Audit & Compliance Committee members.

ACTION OF THE CHIEF INTERNAL AUDITOR

The Chief Internal Auditor may immediately investigate and take any action believed necessary or appropriate in response to any matter raised in any Policy Scope Communication. At least quarterly, the Chief Internal Auditor will report to all members of the Audit & Compliance Committee, the actions taken, since the last report, in response to matters raised in any Policy Scope Communication.

These responsibilities of the Chief Internal Auditor may not be delegated to any other member of the Internal Audit department.

PRIORITY REPORTING

If the Chief Internal Auditor determines that a Policy Scope Communication presents credible evidence of (1) a material violation of any applicable law, (2) a material breach of fiduciary duty arising under any applicable law, or (3) a similar material violation of any applicable law, in each case by the Company or any officer, director, employee or agent of the Company, then the Chief Internal Auditor shall promptly provide to the Audit & Compliance Committee Chairperson a copy of the Policy Scope Communication and report any relevant information known to the Chief Internal Auditor and any actions taken in response to matters raised in the Policy Scope Communication. 

ADMINISTRATION AND AMENDMENT

This policy regarding communications with the Audit & Compliance Committee is subject and subordinate to the Audit & Compliance Committee Charter. Accordingly, it may be amended or modified by the Audit & Compliance Committee or as permitted under the Audit & Compliance Committee Charter.

PROGRAM MONITORING

  1. The Audit & Compliance Committee is responsible for monitoring the effectiveness and compliance of the Whistleblower Program.
  2. This program is to be reviewed at least annually by the Audit & Compliance Committee and changes made as necessary.

CONFIDENTIALITY OF DISCLOSURE

BON and the Chief Internal Auditor will treat all Disclosures by Whistleblowers as confidential and privileged to the fullest extent permitted by law. The Company will exercise particular care to keep confidential the identity of any person making a Disclosure under this procedure until a formal investigation is launched. Thereafter, the identity of the whistleblower making the Disclosure may be kept confidential, if requested, unless such confidentiality is incompatible with a fair investigation, or unless such disclosure is required by law. In this instance, the Whistleblower will be so informed in advance of his or her being identified with the Disclosure.

BON encourages individuals to put their name to any Disclosure they make, but any person may also make anonymous Disclosure. In responding to an anonymous Disclosure, the Company will pay due regard to fairness to any individual named in the Disclosure, the seriousness of the issue raised, the credibility of the information or allegations in the Disclosure and the prospects of an effective investigation and discovery of evidence.

Investigations will be conducted as quickly as possible, taking into account the nature and complexity of the Disclosure and the issues raised therein. 

NON-RETALIATION

  1. No adverse personnel action will be taken against an employee of BON, nor will any retaliation against such person be tolerated, for the disclosure of information the “Whistleblower” made in good faith believing that their complaint involved:
    1. A violation of any law;
    2. Gross mismanagement;
    3. An abuse of authority;
    4. Fraudulent or dishonest conduct;
    5. A breach of internal controls; or
    6. Improper or fraudulent accounting or financial reporting.
  1. No supervisor, manager, or other employee with the authority to make or materially influence significant personnel decisions shall take an adverse personnel action against an employee in knowingly retaliating for disclosing alleged wrongful conduct or improprieties. Any employee found to have so violated this procedure shall be disciplined, up to and including termination of employment.
  1. Complaints of alleged retaliation are to be directed to the person that the whistleblower complaint was first reported to, or to the Audit & Compliance Committee.
  1. The anonymity of the “Whistleblower” will be respected at all times during the process, except when requested by the Chairperson of the Audit & Compliance Committee or the Chairman of the Board of Directors.