Group Standard Speaking Up Where someone believes they have information which demonstrates malpractice, wrongdoing or violations of our Code of Conduct or Governing principles, they are required to Speak Up. This can be done without fear of reprisal
Document Details Contents Document Details erence SMS GS-BC3 Approval Date July 2014 Serco Public Version 1 Date for next review July 2016 Applicability Serco Group covering all business regions, operating companies and business units throughout the world 1 Authority Chief Executive, Serco Group plc Accountable Policy Owner (Group) Group Company Secretary Additional Information Supporting standards, standard operating procedures and guidance relating to this Group Standard are available on Our World under Serco Management System Governance Our policies and standards, together with any regional or market requirements and enhancements to them, are authorised through a robust governance process. The SMS Quality Manual describes this process and is available on Our World under Serco Management System Consequence Management As a Group Standard the requirements detailed in this document are mandated and must be adhered to. Non-compliance will have consequences which may include disciplinary action. The Consequence Management Group Standard (: SMS-GS-G1) details how instances of non-compliance will be dealt with 1 As used herein, Serco Group and its affiliates, subsidiaries and operating companies are referred to as Serco, the Company or company, or we, us or our. 1 Objectives... 2 2 Policy Standards... 2 2.1 Contacting the Company... 2 2.2 Complaint handling and investigation... 3 2.3 Safeguards... 3 2.4 Non-retaliation... 4 2.5 Reporting and oversight... 4 3 Responsibilities & Accountabilities... 5 4 Processes and Controls... 6 4.1 Governance processes and controls... 6 4.2 Key processes and controls... 11 5 Supporting documentation and guidance... 13 6 Definitions... 13 7 Further information and support... 14
1 Objectives Serco takes malpractice and impropriety extremely seriously. We will maintain an effective mechanism and processes to deal with legitimate concerns and/or complaints in a responsible and effective manner. Those concerns may be in the public interest or relate to internal poor practice. Where someone believes they have information which demonstrates malpractice, wrongdoing or violations of our Code of Conduct or Governing Principles, they are required to raise the issue and bring it to management s attention. This can be done without fear of reprisal. Speaking up (or whistleblowing) is the responsibility of every employee. This Standard covers those concerns that: are in the public interest (as governed by applicable statutory or regulatory provisions) including failure to comply with a legal obligation or statutes or criminal activity relate to non-compliance with company policies; or are violations of our Code of Conduct Reports submitted to Serco that allege malpractice or impropriety will be investigated and depending on the results of such investigations may lead to other actions by the Company. Circumstance, in relation to the business of Serco, which should be reported include: behaviour inconsistent with our Governing Principles improper conduct or unethical behaviour harassment, violence or bullying abuse of human rights drug or alcohol abuse giving or receiving of bribes or other improper advantages conflicts of interest insider trading competition or anti-trust violations dangers to health and safety or the environment financial malpractice or impropriety or fraud misuse of confidential information or reporting improper use of company assets improper use of social media actions which would adversely affect the Company s reputation attempts to conceal any of these Reports submitted to Serco that allege malpractice or impropriety will be investigated and depending on the results of such investigations may lead to other actions by the Company. The tools Serco has provided to allow employees to report misdeeds or improper behaviour are not designed to question financial or business decisions when properly taken by the Company nor should it be used to reconsider any matters which have already been addressed under grievance, disciplinary or any other Company procedures. 2 Policy Standards 2.1 Contacting the Company S1. In the first instance employees are encouraged to talk to their line manager if they have information which demonstrates malpractice, wrongdoing or violations of our Code of Conduct or Governing Principles S2. If this is uncomfortable for the employee, impractical or if the employee believes matters should be reported outside of their line management, a variety of options to communicate concerns exist, including reporting to: a. a member of the Human Resources department b. an Ethics/Compliance representative c. a Serco legal representative or d. the Company Secretary
S3. Some divisions may provide country specific ethics hotlines to meet local requirements, or other reporting mechanisms which employees are encouraged to use S4. In addition to those mechanisms for reporting concerns above, employees or external third parties may also use the following: a. calling the appropriate confidential Speak Up Hotline (provided by an independent third party offering free phone numbers on countries where we operate and language translation as appropriate) 1 ; b. using a secure web-based self-reporting system 2 c. emailing 3 ; or d. writing 4 S5. It is a fundamental requirement of an employee s obligations that they professionally carry out their duties and not disclose confidential information about the employer s affairs. Nevertheless, where an individual discovers information that they believe demonstrates malpractice or wrongdoing anywhere within the Company, then this information must be disclosed without fear of reprisal and, where appropriate, independently of line management 2.2 Complaint handling and investigation S6. A procedure will be implemented for the handling and reporting of malpractice or impropriety S7. Any manager notified of an issue will: a. ensure issues raised are taken seriously, properly reviewed with an objective assessment made or, where an independent investigation is conducted, ensure full provision of accurate and complete information and appropriate and timely participation of themselves and their employees 1 Details of free phone numbers are detailed in Serco s Code of Conduct and www.serco.com/codeofconduct 2 www.tnwinc.com/serco 3 speakup@serco.com or ethics@serco-na.com for Serco Americas 4 Company Secretary, Serco Group plc, Serco House, 16 Bartley Wood Business Park, Bartley Way, Hook, Hampshire RG27 9UY or 1818 Library Street, Suite 1000, Reston, VA 20190 United States for Serco Americas b. inform the reporter whether an investigation will be conducted and timescales c. ensure that all necessary and appropriate actions to resolve valid issues are taken d. where appropriate, provide feedback to the reporter on the outcome and any action taken e. ensure there is no retaliation against any employee for raising an issue S8. All issues relating to the activities of the Company or individuals will be handled in accordance with Serco s Speak Up issues handling procedures 5 S9. All issues will be reviewed and/or investigated by appropriate representative(s) of Serco S10. The purpose of any investigation will be to gather and establish the facts relating to specific incidents, events, claims or allegations S11. Investigations will be thorough, fair, balanced, transparent and, where appropriate, conducted under legal privilege S12. There should be no unreasonable delay in conducting and concluding any investigation S13. The investigator s role will be to provide facts to enable informed decision making S14. Upon completion of an investigation, feedback will be provided to the original reporter of the issue S15. If the reporter is not satisfied with the outcome of the investigation and has appropriate grounds for appeal, this appeal will be submitted in writing, and will be reviewed by the al CEO 2.3 Safeguards S16. Serco will protect any employee who discloses issues provided from adverse employment action unless it is proved they have been made in bad faith S17. Direct or indirect victimisation of any person using this Standard will be regarded as a serious disciplinary offence 5 See Speak Up Issue Handling GSOP SMS GSOP-BC3-1
S18. The identity of the individual raising the issue may be kept confidential so long as it does not compromise, hinder or otherwise frustrate any investigation S19. Anonymous reports will be appropriately reviewed based upon the information reported; however Serco encourages individuals to report their issues directly since it believes that the ability to follow up with the reporting individual can aid in ensuring an appropriate review of issues raised S20. Serco will conduct an initial review in order to determine whether appropriate and adequate information exists upon which to conduct an investigation. In exercising this discretion, the factors to be taken into account will include the: a. seriousness of the issues raised, including determining whether the basis of the allegation more properly represents a divisional or contract management issue versus a malpractice or impropriety allegation b. credibility of the issue based upon the information presented and readily identifiable facts c. level of sufficient detail provided and whether an investigation can be initiated d. likelihood of confirming the issue from attributable sources or the ability to identify other information to assess the issue S21. The initial case review will also assess if the issue needs to be investigated under legal privilege S22. Where an investigation is undertaken under legal privilege all documentation will be marked legally privileged and confidential and access to any investigation report and associated documentation will be limited to those who have specific involvement in the management of the case S23. If an individual makes malicious or vexatious allegations or otherwise acts in bad faith, they may be subject to disciplinary action S25. Where retaliation has been alleged it will be investigated and if found to be valid, appropriate disciplinary action will be taken against those involved 2.5 Reporting and oversight S26. The Corporate and Risk Committee, Executive Committee and al Executive Management Team will receive reports on issues raised, ensure agreed actions have been taken and monitor trends that may require management action S27. Serco will include within its Corporate Report an overview of issues raised and their status S28. On a periodic basis completed issues will be used as anonymous case examples to raise awareness of the system and its effective management 2.4 Non-retaliation S24. Periodic assessment of cases will be undertaken to ensure that reporters of issues have not been retaliated against
3 Responsibilities & Accountabilities S29. The following responsibilities will apply to the delivery of the defined standards. If these are not completed effectively, the person responsible will be accountable for any consequences 6. Group S30. The Group CEO will appoint a Group Speak Up Lead responsible for: a. developing and maintaining Group Speak Up policy b. ensuring standards and associated procedures and key controls remain fit for purpose, reflect legislative and regulatory requirements and provide effective mechanisms to report and respond to concerns regarding malpractice, wrongdoing or violations of our Code of Conduct or Governing Principles c. providing oversight and reporting speak up performance S31. The al CEO will appoint a al Speak Up Lead responsible for: a. implementing Speak Up strategy and policy, standards, procedures and key controls across the ; which may include the development of country/region/al procedures and management systems b. ensuring effective mechanisms to report and respond to concerns regarding malpractice, wrongdoing or violations of our Code of Conduct or Governing Principles are implemented, remain fit for purpose and reflect legislative and regulatory c. providing oversight and reporting al Speak Up performance d. keeping the complainant updated with progress and providing feedback, where appropriate e. ensuring all necessary and appropriate actions are taken to resolve valid issues f. ensuring no retaliation against any employee for raising an issue Contract/Function S33. The Contract Manager (or Corporate Function Head) is responsible for: a. complying with Speak Up policy, standards, procedures and key controls b. Ensuring their employees are aware of how they can raise issues and how these issues will be handled All employees S34. All employees are responsible for: a. Reporting any malpractice, wrongdoing or violations of our Code of Conduct or Governing Principles b. implementing remedial action where a violation has taken place c. professionally carrying out their duties and not disclosing confidential information about Serco S32. Any manager notified of an issue regarding malpractice or impropriety is responsible for: a. reviewing all allegations in an objective manner b. determining, with support from an Ethics representative, HR, legal representative or the Company Secretary if required, whether an investigation should take place c. providing accurate, complete and timely information to any independent investigation conducted 6 See Consequence Management Group Standard : SMS-GS-G1
Group (S30 & S32) (S31 & S32) (S32) Contract (S32 & S33) All Employees (S33) 4 Processes and Controls 4.1 Governance processes and controls Process A set of related activities that must be carried out to achieve policy outcomes Controls The action we put in place to mitigate a risk(s) within a key process and/or the delivery of policy outcomes. These are mandated and are the minimum that should be implemented regardless of any local difference for ensuring controls are in place and operating effectively P1 Speak Up Responsibilities are defined and understood C1 A Group Speak Up Lead is appointed by the Group CEO with responsibility for: Developing and maintaining Group Speak Up Policy Ensuring standards and associated procedures and key controls remain fit for purpose, reflect legislative and regulatory requirements and provide effective mechanisms to report and respond to concerns regarding malpractice, wrong doing or violations of our Code of Conduct or Governing Principles Providing oversight and reporting speak up performance
Group (S30 & S32) (S31 & S32) (S32) Contract (S32 & S33) All Employees (S33) Process A set of related activities that must be carried out to achieve policy outcomes Controls The action we put in place to mitigate a risk(s) within a key process and/or the delivery of policy outcomes. These are mandated and are the minimum that should be implemented regardless of any local difference for ensuring controls are in place and operating effectively C2 A al Speak Up lead is appointed by the al CEO with responsibility for: Implementing speak up strategy and policy, standards, procedures and key controls across the division; which may include the development of country/region/divisional procedures and management systems Ensuring effective mechanisms to report and respond to concerns regarding malpractice, wrongdoing or violations of our Code of Conduct or Governing Principles are implemented, remain fit for purpose and reflect legislative and regulatory requirements Providing oversight and reporting divisional speak up performance
Group (S30 & S32) (S31 & S32) (S32) Contract (S32 & S33) All Employees (S33) Process A set of related activities that must be carried out to achieve policy outcomes Controls The action we put in place to mitigate a risk(s) within a key process and/or the delivery of policy outcomes. These are mandated and are the minimum that should be implemented regardless of any local difference for ensuring controls are in place and operating effectively C3 Any manager notified of an issue regarding malpractice or impropriety is responsible for: Reviewing all allegations in an objective manner Determining, with support from an Ethics representative, HR, legal representative or the Company Secretary if required, whether an investigation should take place Providing accurate, complete and timely information to any independent investigation conducted Keeping the complainant updated with progress and providing feedback, where appropriate Ensuring all necessary and appropriate actions are taken to resolve valid issues Ensuring no retaliation against any employee for raising an issue
Group (S30 & S32) (S31 & S32) (S32) Contract (S32 & S33) All Employees (S33) Process A set of related activities that must be carried out to achieve policy outcomes Controls The action we put in place to mitigate a risk(s) within a key process and/or the delivery of policy outcomes. These are mandated and are the minimum that should be implemented regardless of any local difference for ensuring controls are in place and operating effectively C4 Contract Managers (or Corporate Function Heads) are responsible for: Complying with Speak Up policy, standards, procedures and key controls Ensuring their employees are aware of how they can raise issues and how these issues will be handled C5 All employees are responsible for: Reporting any malpractice, wrongdoing or violations of our Code of Conduct or Governing Principles Implementing remedial action where a violation has taken place professionally carrying out their duties and not disclosing confidential information about Serco P2 Establish Speak Up policy C6 Speak Up Policy, standards and Group procedures are defined and published C7 Policy requirements are communicated and implemented P3 Establish Speak Up systems and process C8 Appropriate systems and procedures are in place to receive, assess, investigate, take action and report on issues raised
Group (S30 & S32) (S31 & S32) (S32) Contract (S32 & S33) All Employees (S33) Process A set of related activities that must be carried out to achieve policy outcomes Controls The action we put in place to mitigate a risk(s) within a key process and/or the delivery of policy outcomes. These are mandated and are the minimum that should be implemented regardless of any local difference for ensuring controls are in place and operating effectively C9 Systems and procedures are periodically reviewed and updated C10 The contract location database on The Network System is reviewed quarterly P4 Compliance assessment and audit C11 Assessment questionnaires monitoring potential retaliation and user experience have been completed on a periodic basis C12 Compliance plans include an assessment of Speak Up procedures C13 Compliance and audit reports have action plans to address any identified non compliance C14 Agreed actions are closed out
Group (S30 & S32) (S31 & S32) (S32) Contract (S32 & S33) All Employees (S33) 4.2 Key processes and controls Process A set of related activities that must be carried out to achieve policy outcomes Controls The action we put in place to mitigate a risk(s) within a key process and/or the delivery of policy outcomes. These are mandated and are the minimum that should be implemented regardless of any local difference for ensuring controls are in place and operating effectively P5 Communication, awareness and trust C15 All employees have been made aware of the importance of speaking up, how to raise issues and the company s position in regard to safeguarding against retaliation C16 A selection of completed issues have been published as case examples to raise awareness and build trust P6 Manage investigations C17 Cases are managed on The Network system with appropriate information to ensure comprehensive records are maintained C18 Acknowledgment of issues raised is made within 48 hours of receipt and include a statement in regard to safeguards against retaliation C19 Investigations are completed within agreed timescales C20 The individual who has raised a concern is informed of the outcome of the investigation
Group (S30 & S32) (S31 & S32) (S32) Contract (S32 & S33) All Employees (S33) Process A set of related activities that must be carried out to achieve policy outcomes Controls The action we put in place to mitigate a risk(s) within a key process and/or the delivery of policy outcomes. These are mandated and are the minimum that should be implemented regardless of any local difference for ensuring controls are in place and operating effectively P7 Reporting C21 Quarterly reports are produced which include as a minimum: an overview of significant cases trends and data on new cases by type cases still open by type average time to handle cases
5 Supporting documentation and guidance 6 Definitions Term Definition The following should be read in conjunction with this standard: Document SMS-GS-G1 Consequence Management Group Standard SMS GSOP-BC3-1 Speak Up issues Handling GSOP Code of Conduct Accountability Group Being accountable means being not only responsible for something but also answerable for your actions. A responsible person is the individual who completes the task required. can be shared and delegated. All responsible persons will also be accountable for completing tasks effectively. Non-compliance will have consequences which may include disciplinary action as defined within the Consequence Management Group Standard. Serco Group plc is the administrative centre of the organisation, responsible for setting corporate strategy, defining governance requirements and supporting the business in its day to day operations The Group will define a set of business divisions which will be responsible for business delivery within a defined set of markets or geographies. A is a cluster of contracts which provide a similar service e.g. Health, Defence, Transport etc. Where appropriate, a separate legal entity wholly owned or where Serco has a controlling share may also be referred to as a, where appropriate. This may also refer to Counties/Territories
Contract Contract Manager A Contract provides specified requirements to a customer (either directly with Serco or to a consortium/joint Venture in which Serco is a party) A Contract will also refer to a corporate/functional area. Corporate/functional areas are functions which support the business and they include finance, HR, procurement etc. This refers to a manager with responsibility for managing the performance of a contract and can include a Contract Manager on a day-to-day basis (or Operational Manager with devolved responsibility), a Contract Manager, Partnership Director and/or a Managing Director Retaliation Whistleblowing Wrongdoing Retaliation is where action is taken to harass, fire, demote or otherwise retaliate against an individual because they have raised an issue or grievance, provided information because of a complaint, reasonably asserted their rights or made an allegation that a person has acted unlawfully Whistleblowing is the reporting of misconduct, alleged dishonest or illegal activity which may be occurring in an organisation Wrongdoing is the result of behaviour or action which is wrong, evil or blameworthy or against the company s values/governing principles Conflict of Interest - personal A personal conflict of interest occurs when your private interests interfere, or could appear to interfere, with the best interests of Serco Conflicts of Interest - organisational Direct or Indirect Victimisation Malpractice Organisational conflicts of interest occur when, because of the activities or relationships with others, an unfair competitive advantage may result; impartial assistance or advice cannot be provided; or where objectivity may be impaired Direct victimisation is when someone treats you unfavourably Indirect victimisation is when a requirement, condition or practice appears to be the same for everyone but actually disadvantages a certain group Malpractice is action resulting from an instance of reprehensible ignorance, negligence or incompetence or through criminal intent 7 Further information and support If you require any further information or support regarding this Group Standard, or if you have any suggestions for improvement, please contact the Accountable Policy Owner (Group) or email sms@serco.com