Speak up procedure for reporting concerns relating to financial matters

Contents

Introduction

This Procedure is equivalent to what is commonly termed as whistleblowing. This Procedure shall be deemed VistaJet’s whistleblowing procedure for Reporting Concerns Relating to Financial Matters.

VistaJet is committed to conducting its business in an ethical, legal and socially responsible manner and to promote professional conduct in the practice of its Financial Matters (defined below).

VistaJet is also fully committed to developing a Speak up culture – Employees and Associated Persons should not be afraid to Speak Up if they think that something is wrong or needs to be fixed. Employees and Associated Persons should at all times feel comfortable sharing their views, asking questions, flagging anomalies, expressing concerns, or reporting what they perceive as a violation of any VistaJet Code or Policy.

In this Speak Up Procedure for Reporting Concerns Relating to Financial Matters (“Procedure”), “VistaJet” refers to VistaJet Group Holding Limited (a company incorporated in Malta with registration number C-73543) and to all of its affiliates and subsidiaries.

This Speak Up Procedure is NOT applicable to reports by Employees concerning matters relating to quality and compliance of air transport services, air transport safety, and air transport security. Such concerns shall be reported to the VistaJet Quality / Compliance Monitoring Manager and/or the Safety Manager in accordance with the VistaJet Safety Management System rules and procedures issued from time to time. The VistaJet Safety Management System also incorporates a confidential, anonymous, and no retaliation policy.

Procedure Applicability:

This Procedure applies to:

  1. all employees, officers, directors, and contracted personnel of VistaJet, and to such other persons as designated by VistaJet from time to time (each an “Employee”, collectively “Employees”); and,
  2. all natural and legal persons (and their respective employees, officers and directors) that perform services for or on behalf of VistaJet, including without limitation, supply chain business partners, suppliers, consultants, contractors, distributors, and agents (including without limitation, sales agents/representatives) (each an “Associated Person”, collectively “Associated Persons”).

VistaJet has two Speak Up procedures for reporting concerns: one procedure for reporting concerns relating to non-financial matters applicable to Employees, and this procedure for reporting concerns relating to Financial Matters applicable to both Employees and Associated Persons. Any concern that does not relate to a Financial Matter (the term ‘Financial Matter’ is defined below) shall be reported by Employees in accordance with the VistaJet Speak Up Procedure for Reporting Concerns Relating to Non-Financial Matters.

VistaJet has established this Procedure to facilitate reporting of possible illegal or unethical behaviour relating to accounting, internal controls and auditing matters, in compliance with applicable law.

This Procedure does not replace in any way, and is in addition to, any other reporting and complaint procedures (not relating to Financial Matters) that are available to Employees under other VistaJet codes, policies and procedures. In the event of any conflict between this Procedure and applicable mandatory law, the applicable mandatory law shall prevail.

Financial Matter” under this Procedure includes:

  1. accounting, internal controls and auditing matters, including alleged fraud and other financial irregularities;
  2. suspected or known breach of the VistaJet Finance Code of Conduct;
  3. suspected or known breach of the VistaJet Anti-Corruption and Anti-Bribery Policy;
  4. suspected or known breach of the VistaJet Anti-Money Laundering Policy;
  5. suspected or known breach of the VistaJet Purchasing Process Policy;
  6. suspected or known breach of the VistaJet Insider Trading Policy;
  7. alleged financial irregularities relating to the members of the Board of Directors of VistaJet including its committees, including the Executive Management Committee (“ExCo”); and/or
  8. other activities believed to be illegal or unethical that relate to VistaJet’s financial statements, public disclosures or compliance with international laws.

If any Employee or Associated Person is concerned about any Financial Matter, then he/she has a duty to promptly report such concerns in accordance with this Procedure (hereinafter referred to as “Report(s)”).

Reporting

Employees and Associated Persons may file Reports reporting concerns regarding Financial Matters to:

The Compliance Manager

Address:

VistaJet,
Compliance and Ethics Department,
Level 4,
Sky Parks Business Centre,
Malta International Airport,
Luqa. LQA 4000. Malta.

E-mail: compliance-report@vistajet.com

Both the Compliance Manager and the Chief Legal Counsel have visiblity to Reports received at the above e-mail address.

All correspondence should be marked “Strictly Confidential”

Reporting Form

A Report should be filed by duly filling in the Form attached to this Procedure as Appendix A (or, in the case of any new reporting channels introduced by VistaJet from time to time, by completing the applicable form). The Report shall be in the English language and shall contain as much information as possible, including any supporting documentation.

Acknowledgment of Receipt

Receipt of the Report, unless submitted anonymously, will be acknowledged within five (5) working days or sooner, unless acknowledgement within such timeframe is not reasonably possible.

Investigation

The following procedure is put in place to assess the reported concerns regarding Financial Matters and to ensure that the Report is investigated, to the extent necessary, in a prompt, adequate and thorough manner.

The Compliance Manager must notify the Chief Legal Counsel, the Chief Financial Officer and to any other person he reasonably deems appropriate, within five (5) business days from receipt, of all Reports he receives.

The Compliance Manager, the Chief Legal Counsel and the Chief Financial Officer shall, within ten (10) business days from the receipt of the Report, determine whether there is justification for an investigation and how an investigation should be handled, should one be necessary.

Responsibility for an investigation may be delegated by the Compliance Manager, Chief Legal Counsel and Chief Financial Officer to any member of management and/or to independent counsel and other advisors who will report directly to the Chief Financial Officer.

VistaJet management members, independent counsel and other advisors may be consulted and/or involved in investigations, as appropriate.

Notwithstanding the above investigation procedure, with respect to Reports relating to anti-money laundering or terrorist funding, including without limitation Reports concerning suspected or known breaches of the VistaJet Anti-Money Laundering Policy, these Reports shall be investigated by the VistaJet Money Laundering Reporting Officer (MLRO) or the Compliance Manager who also acts as MLRO. The MLRO / Compliance Manager may conduct any investigation without the involvement of any other person.

Investigations will be conducted and concluded within reasonable time, dependent upon the nature of the alleged violation and the circumstances of each case.

Prompt and appropriate corrective action will be taken in response to any finding of improper conduct involving Financial Matters. It is the responsibility of VistaJet’s management to implement any disciplinary measures. The Compliance Manager shall at all times be kept informed with any corrective action taken.

Periodically the Chief Legal Counsel and/or the Chief Financial Officer shall report to ExCo and to the Board of Directors all complaints on Financial Matters received and what steps were taken to address them.

If a Report involves the Compliance Manager or to the Chief Legal Counsel or to the Chief Financial Officer then the person concerned shall not be involved in the afore-stated investigation process.

All Employees and Associated Persons are obliged to fully co-operate with and assist in any Report investigation.

All Reports will be handled in a confidential manner. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate investigation of the Report and to perform subsequent remedial measures.

Unless the Report was submitted anonymously, the Employee or the Associated Person who filed the Report under this procedure may receive general information from the Compliance Manager and/or the Chief Legal Counsel and/or the Chief Financial Officer on the progress and the outcome of the investigation, unless giving such feedback would be detrimental to the investigation. The Compliance Manager, the Chief Legal Counsel and the Chief Financial Officer shall have sole and absolute discretion on the information that will be disclosed to any Employee or Associated Person filing a Report.

The Compliance Manager shall keep a log of all filed Reports, actions performed, the status of the investigations, and any corrective actions.

Anonymous Reports

Anonymous Reports will also be received however anonymity may hinder or complicate any investigation and may prevent appropriate action from being taken. Employees and Associated Persons who wish to remain anonymous may file an unsigned Report and send it to the above mailing details.

VistaJet may from time to time introduce new channels that may be used to file anonymous Reports – such as whistle blower/speak up hotlines and websites.

Protection from Retaliation

This Procedure is created with a view to create an atmosphere in which Employees and Associated Persons feel free to promptly file complaints concerning Financial Matters without fear of retaliation or any adverse action being taken against them when filing a Report under this procedure or assisting other Employees or Associated Persons in doing so.

VistaJet will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any Employee or Associated Person because of any complaint filed in good faith by him/her under this Procedure.

VistaJet does not tolerate any form of threat, retaliation or other action against any Employee or Associated Person who has in good faith made or assisted in the making of a Report. Any such threat, retaliation or other action should immediately be reported to VistaJet’s Compliance Manager or Chief Legal Counsel or Chief Financial Officer. VistaJet treats any such threat, retaliation or action as a disciplinary matter which might lead to dismissal.

An Employee and Associated Person making a report will be afforded all protections provided under this Procedure.

False Reporting

Intentional false Reports or other failure to act in good faith will lead to disciplinary proceedings against the Employee or Associated Person filing the false report, which disciplinary proceedings may include dismissal from employment in the case of Employees, and termination of business relationship in the case of Associated Persons.

False reporting could also lead to civil or criminal prosecution. VistaJet does not indemnify or reimburse any Employee who has made a false Report for costs or other consequences related to such false reporting.

Presumption of Innocence

Any Employee or Associated Person implicated in a Report shall be presumed innocent until allegations are proved.

Confirmation

Employees and Associated Persons shall periodically, whenever requested by VistaJet (in the case of Employees, as a minimum once a year), individually confirm in writing, or by any electronic means introduced by VistaJet from time to time, to VistaJet that he/she/it has read this Procedure.

Appendix A

Form for Reporting Concerns For completion by Employees and Associated Persons


Document owner

Chief Financial Officer

Version control

Date Version Description
27th September, 2016 1 Effective Date