1.    INTRODUCTION

 The South African Protected Disclosures Act, Act 26 of 2000 (PDA), as amended, aims to promote greater openness and transparency in the workplace and acknowledges the need to offer legal protection to whistleblowers. The South African Constitution and the Labour Relations Act support the content of the PDA.

The PDA protects employees against retribution such as dismissal or any prejudicial conduct if they disclose information to certain persons concerning, among other things, the commission of criminal offences, unfair discrimination, injustices, and conduct detrimental to health and safety or the environment.

2.        POLICY STATEMENT

The Board and Management of Freedom Won believes strongly in proactively preventing fraud as well as implementing effective controls to detect and respond to fraudulent activities and misconduct. To this extent, Board and Management have adopted this Whistle-blowing Policy.

The policy is established with the aim of providing acceptable channels to stakeholders to raise and report concerns about suspected or actual breaches of Freedom Won’s policies and values, without fear of being victimised and with reassurance that whistle-blower complaints will be treated with the utmost confidentiality.

3.        OBJECTIVE

The policy aims to:

1. Create a work environment conducive for employees and other stakeholders to report suspected or actual breaches of Freedom Won’s policies confidentially and anonymously to designated recipients for investigation and other appropriate actions as soon as possible.
2. Reassure whistleblowers that:
   1. They can report any concerns without fear of reprisals, even if their concerns turn out to be erroneous.
   2. Reported concerns will be taken seriously, investigated, and appropriate action will be
   3. They will be protected from victimisation for disclosing concerns in accordance with the procedures defined herein, and in other relevant policies.
   4. Any instances of victimisation will be taken seriously and addressed
3. Facilitate a culture of openness, accountability and integrity in Freedom
4. To provide whistle-blowers with guidance on the reporting channels available to

4.        ADAPTABILITY

The policy is applicable to all employees, directors, customers, distributors, service providers, creditors, debtors, drivers, contractors, shareholders, and other stakeholders of Freedom Won.

The policy is effective from the date it is signed by the CEO and approved by the Board of Directors of Freedom Won.

5.        CULTURE OF OPENNESS

Freedom Won commits itself to encouraging a culture that promotes openness. This will be demonstrated by:

• Involving employees, listening to their concerns and encouraging the appropriate use of this policy/process on Whistle blowing;
• Educating, training, informing and explaining to employees what constitutes fraud, corruption and malpractice and its effect on Freedom Won.

6.        REVIEW

The policy will be reviewed every one (1) year and or as soon as there are changes in regulatory requirements, trends, and leading practice. This is to ensure that the provisions of the policy continue to fulfil its objectives, Freedom Won’s legal obligations and to reflect leading practice. Any proposed changes or additions to the policy shall be subject to normal recommendations and approval processes.

7.        SCOPE

Freedom Won is committed to high standards of ethical, moral, and legal business conduct.

The policy serves as a useful guideline in identifying reportable activities and misconduct such as fraud, assets misappropriation, fraudulent financial statements, harassment, and bullying, which can have debilitating effects on business performance, reputation and well being of employees.

If an employee is uncertain as to whether a particular conduct is within the scope of the policy, he/she should approach any member of Senior Management/Human Resources Department.

9.        DEFINITION OF TERMS

Asset Misappropriation:

Asset Misappropriation refers to the misuse of Freedom Won’s assets, examples include the following:

• Skimming (theft of cash that has not yet been recorded in the accounting system) and cash larceny (theft of money that has been recorded in the accounting system)
• False invoicing via shell companies, false invoicing via non-accomplice vendors and personal purchases made using Freedom Won’s funds.
• Falsification of the number of sales made by a salesperson to earn more
• Theft or wilful destruction or loss of assets g. inventory (by employees or transporters)
• Purchase of goods at inflated
• Theft or misuse of non-cash assets, including supplies, fixed assets
• Disclosing confidential and or proprietary information to the third party without
• Insider Trading
• Override of controls
• Purchase of inferior goods

Breach: A breach is an act of breaking or failing to observe a law, agreement, or code of conduct with regards to Freedom Won.

Corruption: It is the wrongful use of influence to obtain a benefit for oneself or another person, contrary to the duty or rights of others. It consists of, but is not limited to the following:

• Inappropriate relationships with third parties thereby causing conflicts of
• Bribery, where someone is influenced by payment or benefit in kind to unreasonably provide advantage to another through his or her position.
• Facilitation payments
• Giving or receiving kickbacks from vendors, customers, distributors, other service providers among others.
• Abuse of office on the part of any member of staff or director
• Illegal gratuities

 “Employee” – means any employee of Freedom Won, including Directors, Company Prescribed Officers, permanent and temporary staff. This further extends to the meaning of “employee” and “worker” as derived from the Protected Disclosures Act No. 26 of 2000, as amended, which, inter alia, includes any person that works or previously worked for Freedom Won or who in any manner assists or assisted in carrying on or conducting or conducted the business of Freedom Won as an independent contractor, consultant, agent, temporary employee or other.

Fraud: Fraud refers to any intentional act committed to secure unlawful of unfair gain. It can occur internally or externally i.e. by employees or third parties and can be perpetrated by an individual or through collusion with others.

An act will be categorised as fraud if the act has the following characteristics:

• Intent
• Direct or indirect benefit
• Loss suffered by the
• Attempt to conceal the

Occupational fraud refers to the intentional use of one’s role in Freedom Won to directly or indirectly gain an unlawful advantage. According to the Association of Certified Fraud Examiners (ACFE), occupational fraud is classified as follows:

• Corruption
• Asset Misappropriation
• Financial Statements Misstatement
• Misconduct

Financial Statements Misstatement: It is the deliberate misrepresentation of the financial condition of Freedom Won through the intentional misstatement, inclusion, or omission of information, in order to mislead users of the financial statements. The following are examples of financial statement misstatements:

• Intentional misstatements or omission of material information if Freedom Won’s financial reports
• Recording fictitious revenues
• Timing differences fraud g. channel stuffing to record higher sales or meet targets.
• Concealing liabilities and expenses
• Improper assets valuation
• Improper disclosures

Good Faith: This is evident when a report or concern is made without malice or consideration of personal benefit and the employee has a reasonable basis to believe that the report is true; provided, however, a report does not have to be proven to be true to be made in good faith. Good faith is lacking when the disclosure is known to be malicious or false.

Misconduct: Misconduct refers to any unethical or unlawful conduct in violation of Freedom Won’s policies, procedures, code of conduct or values. The following are examples of misconduct:

• Breach of any of Freedom Won’s policies and procedures
• Forgery (use of fake certificates, false declaration of age, etc)
• Conduct that is likely to damage Freedom Won’s
• Sexual or physical abuse/harassment.
• The deliberate concealment of any
• Miscarriage of Justice

Stakeholder: A stakeholder is a party that has an interest in a company and can either affect or be affected by the business.

Stakeholders include:

• Employees
• Representatives
• Managers
• Directors
• Consultants
• Vendors
• Regulators
• Investors
• Customers
• Suppliers
• Service Providers

Whistleblowing: Whistle – blowing is the disclosure of any information which, in the reasonable belief of the person making the disclosure, is related to suspected fraud, misconduct and unethical or illegal behaviour.

Whistle-blower: A whistle- blower is any person or entity making a confidential report about suspected or actual fraud, misconduct and unethical or illegal behaviour. A whistle-blower includes Freedom Won’s stakeholders such as employees, directors, customers, distributors, service providers, drivers, contractors, shareholders etc.

10.     CREATING AWARENESS OF THIS POLICY

The HR Department and/or the Legal Department must ensure that appropriate controls and processes are in place to make all employees aware of:

• The existence of this policy; and
• The mechanisms available to employees to report matters they consider to be

11.     IMPORTANCE OF WHISTLE-BLOWING

According to the 2020 Report to the Nations, published by the ACFE, a typical organisation loses 5% of its revenue each year to fraud. Tips (whistle-blowing) accounted for 43% of frauds detected in organisations, compared to 15% detected by Compliance and 12% by management review.

The report also revealed that organisations with effective whistle-blowing platforms:

• Are much more likely to detect fraud by a
• Experienced frauds that were 50% less costly
• Detected frauds 50% more

Therefore, Freedom Won encourages all employees and other stakeholders to report any cases of suspected or actual fraud and misconduct, by making use of the available whistle-blowing mechanisms.

12.     CONFIDENTIALITY

Every effort will be made to treat the whistle-blower’s identity with appropriate regard for confidentiality.

All concerns/complaints reported will be sent confidentially and anonymously to appropriate recipients within Freedom Won. The recipients will be independent of the allegation and will have the powers in their personal capacity to ensure the concerns are addressed.

13.     WHISTLE-BLOWER IDENTITY OPTIONS

There are three (3) options to choose from in protecting your identity as a whistle-blower. This comprises: Completely Anonymous; Partially Anonymous and Full/Confidential Disclosure.

• Completely Anonymous

A whistleblower who selects the completely anonymous option, will not be required to supply their name or any information that might reveal their identity. Consequently, the details of the whistleblower is unknown and Freedom Won will be unable to contact the whistleblower for more information should the need arise or provide feedback on such a disclosure made by a whistleblower.

• Partially Anonymous

A whistleblower who selects the partially anonymous option, will be required to disclose their personal details to Human Resources Management only and the whistleblower’s personal details would not be divulged to the whistleblower’s Management.

• Confidential Disclosure

A whistleblower who selects the confidential disclosure option, will be required to disclose their personal details to the Human Resources Management.

14.     REPORTING A WHISTLE-BLOWING CONCERN

Employees and other stakeholders are enjoined to report incidents of suspected or actual fraud and misconduct to Freedom Won in a confidential and anonymous manner through the internal reporting channels.

The earlier a concern is reported, the more efficient it is to investigate and take more prompt action. Delay may cause substantial loss and reputation damage to Freedom Won. Therefore, as soon as a whistle-blower becomes aware of suspected or actual fraud or misconduct the whistle-blower should report through the reporting channels mentioned below.

Reported concerns may be difficult to investigate if the whistle-blowers do not provide sufficient information, we therefore encourage all whistle-blowers to provide detailed information that will facilitate efficient and effective investigation. Such information should include, but is not limited to the following:

• Background and nature of the incident
• Parties involved including any possible witnesses.
• Date(s) of the incident
• Place of occurrence
• How the incident occurred
• Any other useful information, documents, photos, evidentiary or subjective material.

However, lack of complete information about an incident should not discourage potential

whistleblowers from “blowing the whistle”.

15.     PROTECTED DISCLOSURES

It is recorded that in terms of the Protected Disclosures Act, a “disclosure’ means any disclosure of information regarding any conduct of an employer, or of an employee or of a worker of that employer, made by any employee or worker who has reason to believe that the information concerned shows or tends to show one or more of the following:

• That a criminal offence has been committed, is being committed or is likely to be committed
• that a person has failed, is failing or is likely to fail to comply with any legal obligation to which that person is subject
• that a miscarriage of justice has occurred, is occurring or is likely to occur;
• that the health or safety of an individual has been, is being or is likely to be endangered
• that the environment has been, is being or is likely to be damaged;
• unfair discrimination as contemplated in Chapter II of the Employment Equity Act, 1998 (Act No. 55 of 1998), or the Promotion of Equality and Prevention of Unfair Discrimination Act, 2000 (Act No. 4 of 2000)
• that any matter referred to in paragraphs (a) to (f) has been, is being or is likely to be deliberately concealed.

Disclosures made pertaining to matters contemplated above which are reported by an employee or worker:

• in good faith,
• not for malicious intent or self-gain,
• by that person reasonably believing the information to be true; and
• substantially in accordance with this policy

shall be considered a protected disclosures in terms of which all applicable provesions of the Protected Disclosures Act shall apply.

Such matters together with the discloser’s information shall be treated confidentially and a whistle-blower shall not sustain any form of harassment, victimisation or occupational detriment as a result of making a protected disclosure.

16.     WHISTLEBLOWING PROCESS

There are three avenues available to Freedom Won employees to report a concern: Reporting to your direct manager:

• All employees should, in the first instance, raise their concerns verbally or in writing with their immediate manager, supervisor or a member of the executive team.
• A manager, supervisor or a member of the executive team that receives a report in this matter must advise the head of the HR Department or Legal / Compliance Department as soon as possible but within 48 hours of receiving such report.

Reporting directly to a responsible department:

• Employees can also report their concerns verbally or in writing to the head of any of the following departments (or the equivalent):
  • The HR Department
  • The Legal / Compliance Department

Each of these departments will consider the details of the matter brought to their attention and will ensure that the matter is investigated and considered.

Reporting through the Statucor Whistleblowing Hotline:

• By sending an email to hotline@statucor.co.za; or
• Calling 011 488 1883;

Whistleblowers may submit a complaint in accordance with this policy anonymously or confidentially through the Statucor Whistleblowing Hotline should the person feel that they cannot raise the concern internally. Statucor, as an independent appointed service provider, will receive such complaints and submit the information of the complaint confidentially to the Head of the Legal/Compliance department or HR department as per agreed upon procedures between the organization and the service provider. In all instances Statucor will only share identify particulars of a whistleblower to Freedom Won if specifically requested to do so in writing by a whistleblower. 

17.     OBLIGATIONS OF THE WHISTLEBLOWER

In making whistle-blowing reports, the whistle-blower is obligated to ensure that:

• The report is made in good
• They have reasonable grounds to believe that the report is The whistleblower is encouraged to report even if they do not have all the relevant information.
• The report is not made for personal
• Reports should be made
• Although the whistleblower shall not be expected to prove the truth of an allegation, they shall need to demonstrate that there are sufficient grounds for the concern.
• Any employee or director who makes a report in bad faith is subject to discipline, including the termination of board appointment or employee status, or legal means to protect the reputation and brand of Freedom Won and members of its Board and employees.
• Disciplinary/legal action will be taken against anyone deliberately raising false and malicious allegations against Freedom Won or its stakeholders.
•  

It shall be the policy of Freedom Won to protect whistleblowers who disclose concerns, provided the disclosure is made;

• In the reasonable belief that it is intended to show malpractice or
• To an appropriate person or authority; and
• In good faith without malice or mischief

Freedom Won shall consider the following in dealing with anonymous disclosure:

• Seriousness of the issues being
• The significance and credibility of the concern; and
• The possibility of confirming the allegation

Directors, executive management and or employees who acted in good faith by reporting violation of the policies and procedures shall not suffer any form of harassment, retaliation, or adverse employment consequence. Anyone who retaliates against the whistleblower (who reported an event in good faith) will be subjected to discipline, including termination of board appointment or employee status.

The whistleblower shall receive no retaliation or reprisal for a report that was provided in good faith even if the report turns out to be wrong i.e. that was not done primarily with malice to damage another or the Corporation.

Employees of Freedom Won are prohibited from supplying any information regarding impropriety to the media.

18.     INFORMATION REQUIRED FROM WHISTLE-BLOWER

A whistle-blower is encouraged to provide as much information as possible regarding the matter in a clear and concise manner to facilitate adequate investigation, resolution, and closure.

The whistleblowing process may be initiated based on suspicion, and whistleblowers are not expected to prove the truth of an allegation. Consequently, whistleblowers will be required to provide a description of the matter, information about those involved, supporting evidence and information about witnesses, where applicable.

Examples of information that may be required include but are not limited to:

• Details pertaining to the known or suspected
• Details about when, where, and how it
• Names of those suspected of being involved (within Freedom Won or external)
• Names of persons who may have relevant
• Details of how the whistleblower came to know about the suspected
• Estimated value of the loss to Freedom Won or other parties if
• The breaches of internal controls, policies, procedures, or other requirements that are believed to have taken place.
• Any recommendations for
• Names of persons the whistleblower had previously discussed or reported the incident to (where applicable)

In a case where the whistleblower requests complete anonymity, such shall be respected by Freedom Won, however, it is important for the reporting party to note it may be difficult to investigate the issues disclosed under completely anonymous option. There may be cases where follow-up calls/reports are required, and such may not be possible to obtain from the whistleblower.

Whistleblowers who reveal their identity during disclosure are assured of the strictest confidentiality of such information. Individuals making reports should also endeavour to disclose their involvement in any raised concern from the outset.

If a whistle blower is involved in any wrongdoing and has elected to make such disclosure via any of the whistleblowing channels, such disclosure shall not preclude the whistleblower from being investigated.

19.     PROTECTION OF WHISTLEBLOWERS

It is understandable that whistleblowers are sometimes worried about the possible repercussions of whistleblowing. To this end, Freedom Won aims to encourage openness and will support members of employees who report concerns under the policy, even if they turn out to be erroneous.

Whistleblowers will not suffer any detrimental treatment as a result of reporting a concern. Detrimental treatment includes dismissal, disciplinary action, threats, denial of promotions, pay rise, trainings or other unfavourable treatment connected with reporting a concern.

Members of staff must not threaten or retaliate against whistleblowers in any way. In the event that such whistleblower feels or is victimised, Freedom Won shall be obligated to employ appropriate tools to offer redress to the whistleblower concerned, following the necessary investigation of such victimisation. Anyone involved in such conduct will be subject to disciplinary action which may lead to their summary dismissal.

20.     INVESTIGATION PROCESS

• The head of the responsible department must consider all concerns brought to their attention and must decide whether or not to investigate the matter or to refer the matter to another body. This decision must be made as soon as possible, but within a reasonable timeframe (21 days, as required by regulation within South Africa, or any lesser time frame if so required) from the date of the disclosure.
• The party responsible for considering a concern raised must acknowledge receipt of the disclosure in writing (unless the identity of the reporter is unknown) and must inform the reporter in writing of its decision. The decision can be one of the following:
  1. To investigate the concern and, where possible, the timeframe within which the investigation will be completed;
  2. Not to investigate, and the reasons for such decision; or

• To refer the disclosure to another Department or for external

• Where the party referred to above is unable to make a decision within a reasonable timeframe, they must notify the reporter of the Regular updates must also be provided to the reporter detailing the progress made in making a decision whether to investigate or not. All decisions on concerns must be finalised within six months from the date when it was reported.
• The reporter must be informed of the outcome of the investigation around any concern that they reported within 14 days of finalisation of the investigation.
• Depending on the nature and materiality of the concern, a formal investigation may be conducted by either external or internal parties or bodies.
• No communication needs to take place between the reporter and the responsible party referred to above when:
• The identity and contact details of the reporter is
• If it is necessary to avoid prejudice to the prevention, detection or investigation of a criminal offence.
• If it becomes clear that a concern is a grievance or disciplinary issue, the concern will be referred to correct channel for further action.

21.     DOCUMENTATION AND RECORD KEEPING

The compliance department will maintain a strict confidential register containing all whistleblowing reports that are brought to Freedom Won’s attention and submit a summary whistleblowing report to the Board on a quarterly basis. The report will contain the following:

• Summary of reported cases
• Investigation status
• Procedures performed in investigating
• Recommended process
• Actions taken as a result of the

22.     RESPONSIBILITY FOR THIS POLICY

22.1.  THE BOARD

The Board has overall responsibility for this Policy, and for reviewing the effectiveness of actions taken in response to concerns reported under the Policy. The Board is also to ensure that the Policy is implemented, enforced and updated as required and the appropriate mechanisms for reporting suspected or actual breaches of Freedom Won’s policies are established.

In addition, the Board is required to continually reaffirm its support for and commitment to the whistleblowing mechanisms.

22.2.  COMPLIANCE

The Compliance / Legal Department and Human Resources Department will annually conduct audits to ensure compliance to this policy.

23.     REVIEW AND EVALUATION

This policy shall be reviewed on an annual basis.

24.     RECORDS AND FILING

This policy shall be filed and recorded in the Document Control System.

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