JERA Global Markets operates one of the largest seaborne energy portfolios in the world, which gives us a deep understanding of the way local, regional and international energy markets behave. 
Whistleblowing Policy
1. POLICY STATEMENT
The aim of this policy is to encourage a climate of accountability and openness in the workplace in which all staff and other members of JERAGM can raise concerns about reasonable belief of malpractice or impropriety without fear of reprisal. The policy promotes this positive environment by giving protection to those individuals who make disclosures referred to as whistleblowing in good faith by following the internal procedure set out in this policy.
JERAGM is committed to the highest possible standards of openness, transparency, honesty and accountability. In line with this commitment, we encourage all staff and other members of JERAGM with genuine concerns about any reasonable belief of malpractice or wrongdoing within the organisation to voice their concerns.
It is also JERAGM ’s responsibility to inform its staff of the protection afforded to them against dismissal or penalty by their employers under the various applicable country‐specific Whistleblowing regulations, such as the UK Public Interest Disclosure Act 1988, in respect to legitimate concerns that its staff may wish to raise with the Company regarding actual or suspected improper activities in the workplace.
2. SCOPE OF POLICY
This Whistleblowing policy applies to all JERAGM entities and subsidiaries (each a “Company”) and to all Company directors, officers, employees, contractors, consultants, trainees and interns (each a “staff” or “individual”). It is designed to enable staff of the Company to raise concerns of public interest internally independently of line management and to disclose information which the individual reasonably believes to show malpractice or impropriety.
2.1 Whistleblowing defined
Whistleblowing is disclosure of concerns that are in the Company or public interest and may include any suspected or actual behaviour, event or practice that an individual considers to be malpractice or misconduct in the workplace or the market by another staff or any other person representing the Company.
This policy is intended to encourage and empower JERAGM ’s staff to first raise any such concerns by invoking the internal procedures established by the Company rather than air their complaints with an external source. It should be emphasised that this policy is not designed to assist staff to raise grievances or dissatisfactions of a personal nature that are not related to business nor should it be used to question financial or business decisions taken by the Company or for other wrongful purposes. The Company has separate adequate internal policies that address matters such as harassment, bullying and personal grievances and staff are encouraged to follow the applicable HR procedures for raising employment concerns.
2.2 What is a qualifying disclosure?
A qualifying disclosure is any disclosure of information that a staff reasonably believes shows malpractice or impropriety and one or more of the following to have occurred or is likely to occur:
• criminal activity;
• failure to comply with a legal/statutory obligation;
• miscarriage of justice;
• endangerment of the health and safety of any individual;
• damage or danger to health and safety or the environment;
• market abuse or manipulation;
• breach of Company employment policies and other internal rules (including JERA Co. Inc’s rules that apply to JERAGM);
• attempts to damage the property, rights or interests of JERA Co. Inc. and its group companies, including attempts to prevent implementation of company business;
• any conduct that will likely damage the reputation of JERA Co. Inc. and its group companies;
• deliberate act to conceal any information indicating the occurrence of any of the above.
3. SAFEGUARDS
3.1 Protection from unfair treatment
This policy is designed to offer protection to staff who discloses or demonstrates information that may evidence malpractice or improper behaviour provided the disclosure is made in good faith and in reasonable belief. The Company condemns any kind of discrimination, harassment, victimisation or any other unfair employment practice being adopted against whistleblowing individuals.
Genuine whistleblowing individuals who makes an allegation in good faith will be provided with protection against any unfair treatment or practice like retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion, or the like including direct or indirect use of authority to obstruct the whistleblowing individual’s right to continue to perform his/her function and duties. Even if the allegation could not be confirmed by subsequent investigation, no action will be taken against that individual. However, abuse of this protection will warrant disciplinary action for any frivolous, vexatious, baseless, malicious, false or bogus allegations made by a staff knowingly or in bad faith.
3.2 Confidentiality
Through its Whistleblowing policy, JERAGM encourages all individuals to identify themselves when a concern is raised. Concerns which are expressed anonymously are much less powerful and difficult to investigate, but they will be considered at the discretion of the Company. In exercising this discretion, the factors to be considered will include the seriousness of the issues raised, the credibility of the concern, and the likelihood of confirming the allegation from attributable sources.
JERAGM will only reveal the identity of an individual making an internal disclosure if their consent is obtained or if there is a need to reveal the identity in order to comply with a legal obligation. During the investigation into a malpractice or impropriety claim, a statement from the whistleblowing individual may be required as part of the evidence gathering process. However, unless the whistleblower agrees, the whistleblowing individual will not be identified as the originator of the allegations being investigated.
Additionally, the whistleblowing individual may be told of the action that JERAGM will take regarding the whistleblowing claim and the result thereof. In this event, the individual must treat this information with the strictest confidentiality.
4. PROCEDURE FOR MAKING A DISCLOSURE
4.1 How to report
Prior to making a disclosure, staff should exercise due care to ensure and verify (to the extent possible) the accuracy or authenticity of the information. Disclosures should preferably be reported in writing so as to ensure clear understanding of the issues raised by the person notified and contain as much specific factual information as possible to allow for proper assessment of the nature and extent of the concern and the urgency of a preliminary investigation procedure.
The whistleblower may disclose his/her identity in the written disclosure statement, but anonymous disclosures will also be accepted and assessed equally. However, preserving anonymity may affect the quality of subsequent investigations as it will not be possible to interview the whistleblower to obtain full details or clarify the information disclosed. Further it may not be possible to grant the whistleblower full protection under this policy.
Disclosures should be made through the one of the following channels as appropriate:
1) Line manager;
2) Legal Department/ Compliance officer;
3) Head of HR;
4) JERA’s internal hotline email (jera.Helpline@jera.co.jp or jera‐naibu@nishimura.com); or
5) JERAGM Board members.
Staff have the right to bypass the line management structure and make their disclosure directly to JERAGM Board members, however, such members have the right to refer the disclosure back to the designated officers if it is felt that the designated officers without any conflict of interest can more appropriately investigate the qualifying disclosure.
For a disclosure received from external stakeholders (e.g. customers or service providers) via the JERAGM website or otherwise, the JERAGM staff receiving such disclosure shall comply with the responsibilities of a notified person set out below. The procedures in this policy will apply according to the circumstances of the specific disclosure.
4.2 Responsibilities of notified persons
Persons notified of a qualifying disclosure should:
• ensure that concerns raised are taken seriously in a timely manner;
• notify one of JERAGM ’s designated officers (as appropriate) of the qualifying disclosure as soon as is reasonably possible;
• ensure that concerns raised or discovered are prioritised;
• investigate properly and make an objective assessment of the concern;
• keep the employee advised of progress; and
• ensure that the actions necessary to resolve a concern is taken expeditiously.
4.3 JERAGM’s designated officers
JERAGM ’s designated officers, the CEO and SVP HR, are responsible for ensuring the disclosures made are appropriately investigated. If any of the designated officers implicated in the qualifying disclosure or not independent from the subject of the qualifying disclosure then that designated officer must excuse himself or herself from the ensuing investigation and related processes.
5. POTENTIAL ACTION TO BE TAKEN
The actions to be taken by the Company will depend on the nature and urgency of the concern and the quality of the disclosure. The actions to be taken by the designated officer may include the following steps:
• obtain full details and clarifications of the disclosure;
• launch investigation internally as soon as reasonably practicable after a preliminary review of the allegations which establishes that the allegation constitutes a qualifying disclosure and is supported by information specific enough to be investigated;
• consider referral to the Company auditors;
• inform the member(s) or staff against whom the disclosure is made if appropriate;
• consider referral to external legal advisors;
• consider involvement of the police or other competent governmental authority and consult with the JERAGM Board members;
• consider if an independent external inquiry is necessary;
• make a judgement on the validity of the allegations and outcomes of the investigation. Such a judgement is to be detailed in a written report containing the findings of the investigation and reasons for the judgement;
• if possible, the whistleblowing individual should be kept informed of the progress of investigations and the outcome;
Additionally, some concerns may be resolved by agreed‐upon action without the need for an investigation.
5.1 Further steps
If the whistleblowing individual is not satisfied with manner in which the disclosure is handled or dealt with by the designated officer, the whistleblowing individual can escalate the matter to JERAGM ’s Chairman of the Board.
If the investigation finds the allegations unsubstantiated and all internal procedures have been exhausted, but the whistleblowing individual is not satisfied with the outcome of the investigation, the Company recognises the lawful rights of staff to make disclosures to persons or regulatory bodies prescribed by applicable local law.
