Whistleblower and Anti-Corruption Policy

Whistleblower and Anti-Corruption Policy 

Effective Date: August 27, 2026 

Domain Scope: ramco-group.com and all operating companies within Ramco Group Limited. 

1. Policy Purpose and Governance Commitment

Ramco Group Limited and its operating subsidiaries (“Ramco Group”, “we”, “us” or “our”) conduct all business activities with the highest standards of integrity, transparency, accountability and ethical governance. 

This Whistleblower Policy establishes a secure, confidential and protected framework for employees, contractors, suppliers, customers, commercial partners and members of the public to report suspected misconduct, illegal acts, financial crimes or unethical behaviour without fear of retaliation, victimisation or detriment. 

This policy operates under the oversight of the Board Audit and Risk Committee and enforces compliance with: 

• The Bribery Act, 2016 (Act No. 47 of 2016, Laws of Kenya) 

• The Anti-Corruption and Economic Crimes Act, 2003 (Laws of Kenya) 

• The Employment Act, 2007 (Laws of Kenya) 

• The Occupational Safety and Health Act, 2007 (OSHA) 

• The Environmental Management and Co-ordination Act, 1999 (EMCA) 

• The Kenya Data Protection Act, 2019 

2. Scope of Reportable Misconduct

This policy applies to all directors, managers, full-time and part-time employees, temporary staff, contractors, suppliers, distributors and business partners across all Ramco Group operating entities. 

Reportable misconduct includes, but is not limited to: 

2.1 Financial Crimes and Accounting Irregularities 

• Fraud, embezzlement, theft, misappropriation of corporate assets or inventory manipulation. 

• Falsification of financial statements, expense records, tax filings or auditing documents. 

• Unauthorised commercial transactions, insider trading or deliberate breach of accounting standards. 

2.2 Bribery and Corruption 

• Offering, soliciting, promising or accepting bribes, kickbacks or illicit facilitation payments (in direct violation of Section 9 of the Bribery Act, 2016). 

• Collusion, bid-rigging, price-fixing or improper influence in procurement and tendering processes. 

• Undisclosed conflicts of interest resulting in commercial favouritism. 

2.3 Health, Safety and Environmental Hazards 

• Deliberate violations of factory safety protocols, machinery guarding rules or OSHA 2007 regulations. 

• Unauthorised discharge of industrial effluents, illegal chemical disposal or violation of environmental permits under EMCA 1999. 

• Concealment of workplace accidents or safety hazards in industrial plants and warehouses. 

2.4 Workplace Abuses and Human Rights Violations 

• Sexual harassment, gender-based violence, physical assault or intimidation. 

• Systemic discrimination based on race, ethnicity, religion, gender or disability. 

• Use of child labour, forced labour or severe violations of the Employment Act, 2007. 

2.5 Regulatory Breaches and Concealment 

• Deliberate non-compliance with statutory tax obligations (KRA) or product standards (KEBS). 

• Unauthorised access, theft or illegal disclosure of confidential business data or personal data under the Kenya Data Protection Act, 2019. 

• The deliberate destruction, alteration or concealment of evidence relating to any of the above offences. 

3. Reporting Channels

We provide multiple, secure channels for raising concerns. You may submit reports through any of the following options: 

3.1 Dedicated Compliance Email 

Send a detailed, confidential report directly to the Group Head of Internal Audit & Compliance: 

• Email: ethics@ramco-group.com / compliance@ramco-group.com 

3.2 24/7 Independent Whistleblower Hotline 

Submit a report via our toll-free, confidential telephone hotline: 

• Toll-Free Hotline (Kenya): 0800 722 080 (Available 24 hours a day, 7 days a week) 

• Direct Compliance Line: +254 739 808 080 / +254 20 205 4139 

3.3 Postal and Physical Drop Box 

Submit physical documents in a sealed envelope marked “Strictly Private and Confidential: For the Attention of the Head of Internal Audit”: 

• Postal Address: Head of Internal Audit, Ramco Group Limited, P.O. Box 18092-00500, Nairobi, Kenya 

• Physical Location: Ramco Group Headquarters, Nine Grove, Grevillea Grove, off Westlands / Spring Valley Road, Nairobi, Kenya 

3.4 Direct Board Escalation 

If your concern involves senior executive leadership, the Group Managing Director or members of the Internal Audit team, submit your report directly to the Board of Directors: 

• Attention: Chairman of the Board Audit and Risk Committee 

• Email: board.audit@ramco-group.com 

4. Whistleblower Protections

4.1 Strict Non-Retaliation Guarantee 

Ramco Group enforces zero tolerance for retaliation against any person who raises a concern in good faith. You will not suffer any employment detriment, discrimination, demotion, suspension, dismissal, harassment, bias in performance reviews or transfer as a consequence of making a good-faith report. 

Any employee or manager found engaging in retaliatory behaviour will face summary dismissal and direct civil or criminal liability. 

4.2 Statutory Legal Protections 

Whistleblowers reporting corruption or bribery enjoy full legal protection under Section 21 of the Bribery Act, 2016 and the Witness Protection Act (Cap 79, Laws of Kenya). Under Kenyan law, victimising a whistleblower constitutes a criminal offence punishable by statutory fines and imprisonment. 

4.3 Strict Confidentiality 

The identity of the whistleblower, the contents of the report and the identity of persons implicated are kept strictly confidential. Information is shared only on a strict need-to-know basis with individuals directly tasked with conducting the investigation, or where required by court order or statutory law. 

4.4 Anonymous Reporting 

You may choose to submit your report anonymously. When reporting anonymously, provide as much factual detail, documentation, dates, locations and names as possible to allow the investigation team to verify and corroborate the claims. 

4.5 False and Malicious Allegations 

This policy protects individuals who report concerns in good faith, even if an investigation concludes that no wrongdoing occurred. However, submitting an allegation known to be false or fabricated with malicious intent constitutes gross misconduct and will result in disciplinary action, including employment termination and potential legal prosecution. 

5. Investigation and Resolution Process

All reports undergo a structured, objective and documented investigation lifecycle: 

1. Intake & Acknowledgment → 2. Preliminary Assessment → 3. Formal Investigation → 4. Findings & Remedial Action
2. Intake and Acknowledgment: The Internal Audit team logs the report and sends a formal acknowledgment of receipt to the whistleblower within 48 hours (where contact details are provided).
3. Preliminary Assessment: Within 5 business days, the Head of Internal Audit assesses whether the report falls within the scope of this policy and contains sufficient credible evidence to warrant a formal inquiry.
4. Formal Investigation: If warranted, an independent investigation team (internal audit team or appointed forensic specialists) conducts a thorough investigation. The team reviews documentary evidence, audits financial records, conducts forensic interviews and ensures adherence to the principles of natural justice. Implicated parties are given an opportunity to respond to specific allegations.
5. Findings and Remedial Action: Upon conclusion (targeted within 30 business days), the team prepares a formal Investigation Report for the Board Audit and Risk Committee. Recommended actions may include:

• Internal disciplinary hearings and employment termination. 

• Recovery of misappropriated assets through civil litigation. 

• Implementation of corrected internal controls and operational standard operating procedures. 

• Mandatory reporting to statutory enforcement agencies, including the Ethics and Anti-Corruption Commission (EACC), the Directorate of Criminal Investigations (DCI) and the National Police Service under Section 14 of the Bribery Act, 2016. 

6. Feedback to the Whistleblower

Subject to legal and confidentiality constraints, the compliance office provides periodic progress updates and notification of case closure to the whistleblower. 

7. Policy Administration and Review

The Board Audit and Risk Committee reviews this policy annually to ensure continuous alignment with emerging governance standards and statutory requirements. 

8. Governance Directory

• Supervising Authority: Board Audit and Risk Committee, Ramco Group Limited 

• Operational Lead: Group Head of Internal Audit & Compliance 

• Compliance Email: ethics@ramco-group.com / compliance@ramco-group.com 

• Corporate Website: ramco-group.com 

• Headquarters: Ramco Group Headquarters, Nine Grove, Grevillea Grove, Nairobi, Kenya