Whistleblowing Policy

This policy applies to all employees of San Leon Energy plc (“San Leon or the “Company”) and subsidiary companies. Other individuals performing functions in relation to the Company, such as agency workers, are encouraged to use it.

The purpose of this policy and procedure is to provide a framework to promote responsible whistle-blowing. Whistle-blowing is the reporting of any malpractice or illegal act or omission by others.

The Company and subsidiary companies are committed to the highest standards of quality, honesty, openness and accountability.

As an employee, contractor, external consultant or agency staff you have an important role in achieving this goal and may become aware when someone in the organisation is doing something improper or even illegal. You may feel worried about voicing your concern. The Company has a policy and procedure to cover the reporting of any genuine concerns you may have about suspected misconduct within the organisation.

It is impossible to give an exhaustive list of the activities that constitute misconduct or malpractice but, broadly speaking we would expect you to report the following:

  • criminal offences, including fraud;
  • failure to comply with legal or regulatory obligations;
  • miscarriage of justice or malpractice, or ill treatment, of a customer or supplier;
  • actions which endanger the health or safety of employees or the public;
  • actions which cause damage to the environment;
  • concern that modern slavery and human trafficking is taking place within the Company or in its supply chain;
  • any other serious irregularity; and
  • actions which are intended to conceal any of the above.

The policy is primarily designed to address concerns where the interests of others or of the organisation itself are at risk. If in doubt — raise it!

The Procedure

The procedure applies to disclosure by an individual (described in this procedure as “the Discloser” or “You”) who is an employee or agency worker employed or engaged by the Company and who has grounds to believe that malpractice has occurred, is occurring or is likely to occur in the Company (whether on the part of another employee or any other person or persons).

You shall, as soon as practicable, disclose in confidence the grounds for belief of malpractice to one of the below-named persons who have been designated by the Company as individuals with appropriate experience and standing to handle such disclosures. Each of the below-named persons will now be described in this procedure as the “Designated Officer”.

San Leon is committed to this policy. If you raise a genuine concern under this policy, you will not be at risk of losing your job or suffering any form of retribution or harassment as a result. The Company may take disciplinary action (up to and including termination) against an employee, contractor, external consultant or agency staff who in management’s assessment has engaged in retaliatory conduct in violation of this policy. Providing that you are acting in good faith, it does not matter if you are mistaken. This policy does not, however, extend to anyone who maliciously raises a concern that they know is untrue.

Regardless of the above assurance, we understand that you may still want to raise a concern in confidence under this policy. If you ask us to protect your identity by keeping your confidence, we will not disclose it without your consent. But you should remember that if you do not tell us who you are, it will be much more difficult for us to investigate your concern or to give you feedback.

The Designated Officers

The following persons are the Designated Officers under this procedure.

Linda Beal, Non-executive Director and Chairman of the Audit Committee

Mark Phillips, Non-executive Director and Chairman of the Nomination 

Raising a Concern

You may also consider raising the concern with another Director of San Leon. For instance, the concern may involve both your manager and/or the

Designated Officers.

Remember, we can deal with your concern even if you prefer to remain anonymous, but as mentioned before, this will make the investigation and giving you feedback much harder.

How the matter will be handled

Once you have told us of your concern, it will be looked into it carefully and thoroughly by a Designated Officer (or alternate director if it concerns the Designated Officer(s)) to assess what action, if any, should be taken.
This will involve collecting the information and evidence related to the concern along with an interview where appropriate.

At the interview, along with the information and evidence, a written statement detailing the concern will be agreed. This will form the basis of the investigation to be undertaken by the Designated Officer or alternate, and upon which advice sought in order to establish if further action is required leading to an internal or external inquiry.

You will be told who your point of contact is. Further information or assistance from you may be required. To the extent that it is possible (without compromising the investigation or others’ privacy) you will be kept informed on the progress of the investigation and its conclusions.

As soon as is practicable the Designated Officer will recommend what further steps are to be taken.

Such recommendations may (without limitation) include one or more of the following:

a. the matter be reported to the police;
b. the matter be investigated further internally by a member of the Company’s senior management or by external auditors, legal representatives or investigators appointed by the Company;
c. the Discloser be given the opportunity to seek redress through the grievance or relevant complaints procedure.

A recommendation of no further action may be made if the Designated Officer is:

d. aware that the matter is already subject to legal proceedings, or has already been referred to the police or other public authority;
e. aware that the matter is already (or has already been) the subject of proceedings under one of the Company’s other procedures;
f. satisfied after investigation that the malpractice has not occurred or is not likely to occur;
g. satisfied that the allegation appears to be frivolous or vexatious.
At all times the Designated Officer or alternate will handle the matter fairly and properly.

External Whistleblowing

The aim of this policy is to provide an internal mechanism for reporting, investigating and remedying any wrongdoing in the workplace. In most cases you should not find it necessary to alert anyone externally.

Should you consider taking a concern outside of San Leon, you should be aware of your duty of confidentiality and you should consider whether reporting the concern externally, without first providing the opportunity to look into the matter internally, is the reasonable course of action.
We hope this policy gives you the reassurances you need to raise concerns internally, but if you still feel uneasy, we would rather you raised a concern with the appropriate regulator than not at all. Provided you are acting in good faith and you have evidence to back up your concerns, you can also contact:

In the UK, the:

  • Company’s NOMAD
  • Financial Conduct Authority/ UKLA
  • Office of Fair Trading

In Ireland, the:

  • Financial Regulator/ Central Bank
  • Office of the Director of Corporate Enforcement (ODCE)

Monitoring the Policy

Confidential records will be kept of all matters raised through this policy and the Audit Committee and the Board will receive reports with an assessment of the effectiveness of the policy.

The Audit Committee will ensure the effectiveness of this policy is reviewed annually and recommend any changes necessary for improvement to the Board for approval.


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