Issue Date: 30 April 2021
1. POLICY SUMMARY
DEA TopCo LP, and its direct and indirect wholly owned and/or controlled subsidiaries (collectively, the “Company”) expects its directors, officers, employees, and third-party intermediaries to comply with all applicable laws, rules, and regulations and to follow all internal company policies, observing the highest ethical standards in the conduct of their duties and responsibilities. When there is a known or suspected violation of these laws or policies or other unethical activities or practices, the Company encourages the reporting of good faith suspicions or concerns and credible information.This Whistleblower Policy (the “Policy”) provides standards and procedures for reporting concerns and for investigating any such reports.
2. POLICY APPLICATION
This Policy applies to all directors, officers, employees, customers and/or third-party intermediaries (collectively, “Personnel”) of the Company. This Policy is applicable to the Company’s worldwide operations.This Policy does not create a contract with the Company, and nothing in this Policy shall grant any one any additional rights to pursue legal claims against the Company beyond those rights that exist under the applicable laws. To the extent a conflict exists between the policies, protections, procedures, or provisions of this Policy and the governing law, governing law shall apply.The Company will not tolerate any retaliation against any Personnel for reporting in good faith any inquiry or concern. The purpose of this Policy is to provide a framework to promote responsible and secure whistleblowing and the Company will protect Personnel who raise good faith concerns about serious irregularities within the Company.
3. REPORTING RESPONSIBILITY
The Company does not tolerate any malpractice, impropriety, statutory non-compliance, or wrongdoing of any kind. Personnel will often be the first to realize instances of impropriety and the facts relating to misstatements in the Company’s financial statements and other wrongdoing. All Personnel have an obligation to report what they believe is a material violation of law or internal policy or any questionable financial, accounting, auditing, or other ethical matter (“Reportable Matters”) to the Company.Examples of the types of Reportable Matters include, for purposes of illustration and without limitation, the following:
- Payment of bribes or facilitation payments.
- Providing false or misleading information on financial documents or other public documents.
- Providing false information to or withholding material information from auditors, attorneys, directors, or other representative or agents responsible for ensuring compliance with fiscal and legal responsibilities.
- Embezzlement, private benefit, or misappropriation of funds (including incurring or seeking reimbursement for unauthorized expenses).
- Violations of the Company’s policies.
- Violation of applicable statutes or regulations.
- Facilitating or concealing any of the above or similar actions.
This Policy is not intended to question financial or business decisions taken by the Company that are not Reportable Matters nor should it be used to reconsider any matters which have already been addressed pursuant to disciplinary or other internal procedures of the Company. Further, this Policy is not intended to cover career related or other personal grievances.
Supervisors and managers have a particularly important role. Supervisors and managers must create an environment in which Personnel can safely and freely raise questions and express concerns. Managers and supervisors have the added responsibility to carefully watch for indications of unethical or potentially illegal behavior of their subordinates and to promptly report such conduct pursuant to this Policy.
4. MAKING REPORTS
Personnel may use the procedures set out in this Policy to submit confidential and/or anonymous complaints, without fear of reprisal, discrimination, or adverse employment consequences.
a. Ways to Make a Report
If you have a good faith suspicion or possess credible information regarding a Reportable Matter, you must report such suspicion or information. You may make reports using the following methods:
- If you feel an adequate investigation will not be undertaken by the Company or otherwise are concerned about the anonymity of your report, you may contact the Chairman of the Board of Managers directly at:
Digital Edge (Hong Kong) Ltd.
Suite 2404, 24/F,Central Plaza,
18 Harbour Road, Wan Chai, Hong Kong
- Or if your report is about the Chairman, Chief Legal Officer or other member of the CxO team, or a member of the Board of Managers, and you feel an adequate investigation will not be undertaken by the Company, you may contact the Company’s principal investor directly at:
Stonepeak Infrastructure Partners
Attn: Andrew Thomas
55 Hudson Yards, 48th Floor | New York, NY 10001
T: +1 857 707 6737
Although a whistle-blower is not required to furnish any more information than what he/she wishes to disclose, it is essential for the Company to have all critical information to enable the Company to effectively evaluate and investigate a complaint. It is difficult for the Company to proceed with an investigation without sufficient details. The complaint must therefore provide as much detail and be as specific as possible, including names and dates, to facilitate the investigation.
To the extent possible, the complaint must include the following:
- Who was involved? Include the name of employee and/or outside party or parties involved in the alleged misconduct.
- When did it happen? Include when the Reportable Matter occurred or over what time period did it take place.
- What happened? Include a reasonable description of the type of concern.
- What evidence, if any, is there? Attach supporting documentation or describe the location of such documents (if any).
- Who should be contacted for more information, if possible? This does not need to be the whistle-blower but can be another person who may have additional information about the complaint.
What is the history? Describe prior efforts to address the problem, if any.
b. Acting in Good Faith
Any whistle-blower must act in good faith and have reasonable grounds for believing the matter raised is a Reportable Matter. If a whistle-blower makes allegations that prove to have been made maliciously, recklessly, with gross negligence, or with the foreknowledge that the allegations are false, then it will be viewed as a serious disciplinary offense and may result in discipline, up to and including termination of the whistle-blower’s employment or contractual relationship with the Company, as applicable.c. Anonymity
A whistle-blower may make a report anonymously (to the extent permitted by law). However, a whistleblower must provide sufficient evidence to justify an investigation. Because investigators are unable to interview anonymous whistle-blowers, it may be more difficult to evaluate the credibility of an anonymous whistle-blower’s allegations and, therefore, less likely to be investigated if the complaint is lacking sufficient
5. HANDLING AND INVESTIGATING REPORTS
a. Acknowledgement of Report
The Company will acknowledge receipt of a whistle-blower’s report within two (2) business days.
b. Decision to Investigate
Upon receipt of a report, the Chief Legal and Compliance Officer (“CLO”) will make an assessment thereof and begin the investigation. The CLO will place all Reportable Matters before the Board of Managers (the “Board”). The Board shall ensure the Company addresses all concerns or complaints regarding Reportable Matters and ensure proper resolution of the same.
c. Neutrality of Investigation
Investigations are neutral fact-finding procedures. The outcome of an investigation may or may not support a conclusion that an improper act was committed and, if so, by whom.
d. Conduct of Investigation
Reports shall be investigated as promptly as is reasonable under the circumstances.The CLO will appoint and authorize competent person(s) to investigate any report by conducting fact finding and related analysis. No investigator shall have a conflict of interest. All investigators shall have a duty of fairness, objectivity, thoroughness, ethical behavior, and observance of legal and professional standards.An investigation may include review of relevant documents, interviewing individuals who may have knowledge or information regarding the reported activity or inactivity, and any other action deemed appropriate by the Company. Investigators may draw upon technical and other resources as necessary.
For purposes of this Policy, the term “document” includes, but
is not limited to, physical documents, emails, Internet browser
histories, voicemail messages, and electronically stored
information. Such information may be located on a computer,
server, email account, hard drive, electronic storage device,
or mobile communication device.
All information disclosed during the investigation will remain confidential, except as required by law or as necessary or appropriate to conduct the investigation and take any remedial action, in accordance with any applicable laws and regulations. The Company reserves the right to refer any concerns or complaints regarding Reportable Matters to appropriate external regulatory authorities. All Personnel have a duty to cooperate in the investigation of complaints reported as mentioned hereinabove.
e. Role of Person Making Report
A whistle-blower must refrain from obtaining evidence if he/she does not have a right of access. A whistleblower is a reporting party and is not to conduct or participate in any investigative activities, unless expressly requested by Company.
f. Role of Others Involved in Investigation
Company Personnel who are interviewed, asked to provide information, or otherwise participate in an investigation have a duty to fully cooperate with the investigators. The identities of participants will be kept confidential to the extent possible and practicable under the circumstances. Participants are entitled to protection from retaliation for having participated in an investigation. Personnel shall be subject to strict disciplinary action up to and including immediate dismissal, if they fail to cooperate in an investigation, or deliberately provide false information during an investigation.
g. Role of Persons Subject to Investigation
The decision to investigate is not an accusation by the Company; it is a neutral fact-finding process. Unless necessary to protect the integrity or neutral fact-finding process, persons subject to an investigation may be informed of the allegations at the outset of a formal investigation and have opportunities for input during the investigation. Persons subject to an investigation have a duty to cooperate with investigators and have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed, mutilated, redacted, or tampered with, and witnesses shall not be influenced, coached, or intimidated by the party being investigated. Persons subject to an investigation may have a right to consult with a person or persons of their choice. This may involve representation, including legal representation.
Reports of concern, and investigations pertaining thereto, shall be kept confidential to the extent possible. However, consistent with the need to conduct an adequate investigation, the Company cannot and does not guarantee complete confidentiality.
7. NO RETALIATION
No Personnel who, in good faith, makes a disclosure or lodges a complaint in accordance with this Policy shall suffer reprisal, discrimination or adverse employment consequences. Accordingly, the Company strictly prohibits discrimination, retaliation, or harassment of any kind against a whistle-blower who, based on his/her reasonable belief that one or more Reportable Matters has occurred or are occurring, reports that information. Any Personnel who retaliate against a whistle-blower who has raised a Reportable Matter, will be subject to strict disciplinary action up to and including immediate termination of employment or termination of his/her relationship with the Company.
If any Personnel who makes a disclosure or complaint in good faith, believes that he/she is being subjected to discrimination, retaliation, or harassment for having made a report under this Policy, he/she must immediately report those facts to his/her supervisor, manager or point of contact, or the CLO. If, for any reason, he/she does not feel comfortable discussing the matter with these persons, he/she should bring the matter to the attention of the Chairman of the Board at the contact information set forth above. It is imperative that such Personnel brings the matter to the Company’s attention promptly so that any concern of reprisal, discrimination or adverse employment consequences can be investigated and addressed promptly and appropriately.
Protection from retaliation does not provide immunity
for a whistle-blower’s involvement in the matters that
are the subject of the allegations or the investigation
resulting from such allegations.
8. ENFORCEMENT & DISCIPLINARY ACTION
If, at the conclusion of its investigation, the Company determines that a violation has occurred or the allegations are substantiated, the Company will take effective remedial action commensurate with the severity of the offence. This may include disciplinary action against the concerned Personnel. The Company may also take reasonable and necessary measures to prevent any further violations which may have resulted in a complaint being made. In some situations, the Company may be under a legal obligation to refer matters to appropriate external regulatory authorities.
Furthermore, it should be noted that the Company will impose discipline on individuals found to have breached this Policy, in a manner that is fair, consistent and that reflects the nature and facts of the violation.
Anyone subject to this Policy who violates it may face disciplinary actions up to and including termination of his or her employment for cause and without notice.