Whistleblowing (Disclosure) Policy

Purpose

This Policy sets out how serious concerns about wrongdoing may be raised and handled at The ESG Institute Limited ("the Company"). It aims to ensure that concerns are addressed promptly and fairly, and that anyone who makes a protected disclosure is not subjected to retaliation. The Policy reflects the statutory protections contained in Part IV of the Employment Act 2006 (Isle of Man) and the Public Interest Disclosure (Prescribed Persons) Order 2021, as well as relevant guidance issued by the Isle of Man Government.

Scope

The Policy applies to every employee of the Company and to workers, contractors, consultants, agency staff, secondees, volunteers and interns who perform work on the Company’s behalf. It covers disclosures made internally and, where appropriate, to prescribed external bodies.

Policy Statement

The Company encourages a culture of openness, honesty and accountability. Employees who become aware of malpractice, wrongdoing or any behaviour that threatens the interests of colleagues, customers, shareholders, the public or the environment are expected to speak up at the earliest opportunity. The Company will investigate concerns sensitively and will protect whistleblowers from dismissal, detriment or any form of victimisation, in accordance with the Employment Act 2006. Malicious or knowingly false allegations do not qualify for protection and may lead to disciplinary action.

Protected Disclosures

A disclosure will be protected if it is made in the public interest and the worker reasonably believes that it shows one or more of the following: a criminal offence; failure to comply with a legal obligation; a miscarriage of justice; danger to the health or safety of any individual; damage to the environment; the deliberate concealment of any such matter; or any other wrongdoing prescribed by law. The disclosure must be made either to the employer, to a person designated by the employer to receive disclosures, or to a prescribed person under the 2021 Order, such as the Isle of Man Financial Services Authority. The Company recognises that, under recent legislative amendments effective from 1 April 2025, a disclosure no longer has to be made in good faith to attract protection, although a tribunal may reduce compensation where bad faith is proven.

Raising a Concern Internally

In most cases, concerns should be raised with the employee’s line manager. If the employee believes the manager is involved in the wrongdoing, or if the matter is exceptionally sensitive, the concern may be raised with the Company Secretary, or the Executive Directors. Concerns may be raised orally or in writing and should include as much detail as possible to facilitate investigation. The Company will acknowledge receipt within five working days and will advise the whistleblower of the next steps. Confidentiality will be maintained so far as is reasonably practicable. Anonymous disclosures will be considered, but the ability to take effective action may be limited.

External Disclosures

If an employee has reported a concern internally and believes that appropriate action has not been taken, or reasonably believes that the matter falls within the remit of a prescribed person, they may make a disclosure to such body. An example includes the Isle of Man Health and Safety at Work Inspectorate for safety matters. Before making an external disclosure, workers are encouraged to seek advice from an independent body such as Protect or to consult the government guide "Whistleblowing – A Brief Guide".

Protection from Retaliation

Under section 43J of the Employment Act 2006, a dismissal is automatically unfair if the principal reason is that the employee made a protected disclosure. Any other detriment, including demotion, disciplinary action, loss of benefits, threats or other adverse treatment, is likewise unlawful. The Company will treat any act of retaliation as a serious disciplinary offence.

Investigation Process

All disclosures will be reviewed by the Company Secretary, who will determine whether an internal investigation or an independent inquiry is required. The whistleblower will be informed, in general terms, of the outcome of the investigation, subject to legal and confidentiality constraints. Records of disclosures and investigations will be kept securely for six years in accordance with the Data Protection Act 2018 (Isle of Man).

False or Malicious Allegations

If an investigation concludes that a disclosure was made maliciously or with the knowledge that it was false, the whistleblower may be subject to disciplinary proceedings. This provision does not apply to genuine disclosures that are subsequently found to be unfounded.

Training and Communication

The Company provides periodic training to ensure that all workers understand this Policy and the protection available to whistleblowers. A copy of the Policy is available on the Company website.

Review

This policy is to be reviewed every two years, or earlier if there are significant changes in law or our operations.

Latest update: June 30, 2025.

This Policy is non‑contractual and may be amended at the Company’s discretion.