Introduction
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Whistleblowing Policy
1 PURPOSE
GH Research PLC, GH Research Ireland Limited and its subsidiaries (together, “the Group”, “we” or “us”) is committed to conducting its business with honesty and integrity and in a transparent, accountable and ethical manner. The Group expects all workers to maintain these same high standards. An important aspect of accountability and transparency is to put in place an effective mechanism to enable workers to voice concerns in a responsible and effective manner.
The primary aims of this Policy are to:
(a) encourage workers to report suspected wrongdoing, which has come to their attention in a work-related context, as soon as possible, in the knowledge that their concerns will be taken seriously and followed up on as appropriate, and that their statutory rights will be respected;
(b) provide workers with guidance as to how to raise those concerns through internal reporting channels; and
(c) reassure workers that they are entitled to raise genuine concerns and disclose information without fear of reprisal even if their concerns turn out to be mistaken.
2 SCOPE
This Policy applies to Group workers including all permanent, part-time and fixed-term employees at all levels, directors, consultants, contractors, agency workers, trainees, apprentices, shareholders, members of administrative, management or supervisory bodies (including non-executive members), volunteers, job applicants (where information on a relevant wrongdoing is acquired during the recruitment process or during pre-contractual negotiations).
This Policy complements the Group's Code of Ethics and Anti-Bribery Policy, by setting out procedures for raising, escalating, handling, reviewing and reporting concerns through the Group's internal channels for Protected Disclosures (as defined below). This Policy should be read in conjunction with the Code of Ethics, which provides additional information regarding compliance with such Code as well as other Group standards and protections for Group workers, pursuant to GH Research PLC’s obligations as a Nasdaq-listed entity.
The reporting channels and procedures set out in this Policy apply and are open to Group workers.
3 WHAT IS WHISTLEBLOWING?
In accordance with the Protected Disclosures Act 2014, as amended by the Protected Disclosures (Amendment) Act 2022, (the "Act"), whistleblowing, also referred to as the making of a "Protected Disclosure", is the disclosure of relevant information by a worker in a manner prescribed by the Act. Information is "relevant information" if:
a) in the reasonable belief of the worker, it tends to show one or more relevant wrongdoings; and
b) it came to the attention of the worker in a work-related context (which includes current or past work activities).
A relevant wrongdoing includes where:
(a) an offence has been, is being or is likely to be committed;
(b) a person has failed, is failing or is likely to fail to comply with any legal obligation (other than one arising under the worker's contract of employment or other contract where the worker personally performs any work or services);
(c) a miscarriage of justice has occurred, is occurring or is likely to occur;
(d) the health or safety of any individual has been, is being or is likely to be endangered;
(e) the environment has been, is being or is likely to be damaged;
(f) a breach has occurred, is occurring or is likely to occur (either by act or omission) that (i) is unlawful and either falls within the scope of European Union law in areas specified in the Act[1] or affects the financial interests of the European Union or relates to the internal market; or (ii) defeats the object or purpose of the rules in the European Union acts and areas specified in (i); and
(g) information tending to show any matter falling within any of the above has been, is being or is likely to be concealed or destroyed or an attempt has been, is being or is likely to be made to conceal or destroy such information.
All Protected Disclosures received under this Policy will be dealt with regardless of the reporting worker's motivation for making the disclosure, and the reporting worker will be protected as described below provided the reporting worker reasonably believes that the information disclosed tends to show a Relevant Wrongdoing.
Is an interpersonal grievance a relevant wrongdoing?
The following do not constitute relevant wrongdoings and therefore cannot be the subject of Protected Disclosures under this Policy: any matter concerning interpersonal grievances exclusively affecting the worker raising the concern that are either:
i. grievances about interpersonal conflicts between the worker raising the concern and another worker; or
ii. a matter concerning a complaint by a worker to, or about, the Group which concerns the worker exclusively.
Depending on the circumstances, such matters may be dealt with through our Grievance Procedure or any other applicable procedures.
To the extent not explicitly covered as a relevant wrongdoing, Group workers are also encouraged to report any concerns about possible violations of ethics, laws, rules, regulations or of the Code of Ethics, or of potential misconduct regarding accounting, internal accounting controls or auditing matters, through the internal reporting channels established by Section 7 of this Policy.
If a worker raises a concern under this Policy that we reasonably believe should be addressed under a different company policy, we may deal with the matter under the procedure we deem appropriate.
If you are uncertain as to whether something is within the scope of this Policy, you should seek advice from a Recipient (as defined below).
4 PROTECTION AND SUPPORT FOR WHISTLEBLOWERS
4.1 The Group will support workers who raise concerns in accordance with this Policy. A worker who raises a concern under this Policy will not be subject to any penalisation or threat of penalisation by the Group as a result of raising such concerns, even if it ultimately transpires that they were mistaken in their concerns. The Act provides a detailed definition of penalisation, but by way of example penalisation may include: suspension, lay-off, dismissal, demotion, withholding of training, transfer of duties, imposition of a disciplinary sanction, or provision of a negative performance assessment or reference.
The Group takes its obligations under this Policy seriously, including in particular its obligations to protect workers who raise concerns under it. Group employees must not penalise a worker who raises a concern under this Policy and this includes but is not limited to intimidation, harassment or unfair treatment. Any such conduct by employees will not be tolerated and will result in disciplinary action being taken in accordance with the Group’s 's Disciplinary Policy and could result in disciplinary action up to and including dismissal.
If you believe that you have suffered any form of penalisation, you should bring this to the attention of the Designated Person (as defined below), the Managing Director, Vice President of Finance or the Chief Executive Officer for consideration and, where considered appropriate, action by us.
The Group also prohibits any attempts to ascertain the identity of an individual who has raised a concern under this Policy.
As indicated above, workers who raise a concern in accordance with this Policy will be protected even if it turns out that they were mistaken. However, workers should be aware that it is a criminal offence to report any information under this Policy which they know to be false. In addition, if a worker reports information that they know to be false, then disciplinary action may be taken against the reporting worker.
In addition, disclosure of a wrongdoing does not necessarily confer any protection or immunity on a worker in relation to any involvement they may have had in that wrongdoing.
5 PROTECTION OF IDENTITY OF THE REPORTING WORKER
We hope that workers feel able to raise concerns with us openly under this Policy. We are committed to protecting the identity of the worker raising a concern where possible and assure workers that the focus of any follow up by us will be on the relevant wrongdoing rather than the worker making the disclosure.
If a worker raises a concern under this Policy which constitutes a Protected Disclosure, the person with whom the concern was raised or any person to whom it is transmitted will ordinarily require the worker's explicit consent to disclose the worker's identity to any other person.
However, this requirement for explicit consent does not prevent disclosure of the reporting worker's identity (or anything from which it can be deduced, directly or indirectly) to other persons where the recipient of the report or a person to whom it is transmitted reasonably considers that this may be necessary for the purposes of the receipt or transmission of, or to follow up on, the report (i.e. on a need-to-know basis).
In addition to the grounds outlined in the paragraph above, there are also other circumstances in which it will not be necessary to obtain the explicit consent of the worker to the disclosure of their identity (or anything from which it can be deduced, directly or indirectly). This applies where:
(a) disclosure is a necessary and proportionate obligation imposed by Irish or EU law in the context of investigations or judicial proceedings, including with a view to safeguarding the rights of defence of other parties referred to in the worker's Protected Disclosure;
(b) the person to whom the report was made or transmitted:
(i) shows that they took all reasonable steps to avoid disclosing the identity of the reporting person or any information from which their identity may be directly or indirectly deduced; or
(ii) reasonably believes that disclosing the identity of the reporting person or any information from which their identity may be directly or indirectly deduced is necessary for the prevention of serious risk to the security of the State, public health, public safety or the environment;
(c) the disclosure is otherwise required by law.
Where the worker's identity (or any information from which their identity may be directly or indirectly deduced) is disclosed without their explicit consent due to the circumstances in (a), (b)(ii) or (c) above, the worker will be notified in writing before their identity or the information concerned is disclosed, unless this notification would jeopardise:
(a) the effective investigation of the relevant wrongdoing concerned;
(b) the prevention of serious risk to the security of the State, public health, public safety or the environment; or
(c) the prevention of crime or the prosecution of a criminal offence.
If a worker's identity has been disclosed and the worker does not believe this disclosure has been made in compliance with this section 5, the worker may raise a complaint with the Designated Person, the Managing Director, Vice-President of Finance or the Chief Executive Officer.
6 ANONYMOUS REPORTING
The Group accepts anonymous reports and will investigate or follow-up on such anonymous reports to the extent reasonably possible and to the extent permitted by applicable laws, regulations or legal proceedings. However, persons making anonymous reports should be aware that this may result in practical difficulties in our effort to properly follow-up on such anonymous reports. Workers making reports on a non-anonymous basis will benefit from confidentiality as outlined in section 5 above, and the fact that their identity is known to us may make it easier for us to assess the concern raised and take appropriate action, including conducting an effective investigation if considered necessary.
We recognise that reports made under this Policy may involve highly confidential and sensitive matters and that workers may prefer to make an anonymous report. Given the practical difficulties described in the preceding paragraph, to ensure that the Group is able to properly follow-up on a report (including conducting an effective investigation, if necessary), workers submitting a report anonymously must ensure that:
• The report provides sufficiently precise detail regarding the nature and specifics of the particular relevant wrongdoing concerned in order that we can meaningfully and effectively assess the issue and conduct follow-up; and
• The nature of the particular relevant wrongdoing concerned is such that it is capable of being independently verified and/or investigated fully and fairly, including without compromising or impairing any accused person's rights to fair procedures.
Anonymous reports made on this basis may be made by using the reporting channels described below. If reporting anonymously, we encourage workers to provide as much information as possible in relation to the relevant wrongdoing concerned.
Workers who wish to make a report anonymously should note that important elements of these procedures (e.g. acknowledging receipt, providing feedback to the worker who made the report as described below) may be difficult or impossible to apply unless the worker is prepared to identify themselves. It will be a matter for our sole discretion as to which elements of this Policy it is possible to apply, but we will endeavour to protect the confidentiality (including keeping an identity anonymous, if applicable) of any report to the extent reasonably possible and to the extent permitted by applicable laws, regulations or legal proceedings.
7 INTERNAL REPORTING CHANNELS AND PROCEDURES
7.1 How to raise a Protected Disclosure or a similar concern?
As indicated above, this Policy should be read in conjunction with the Code of Ethics, which provides additional information regarding compliance with such Code as well as other Group standards and protections for Group workers, pursuant to GH Research PLC’s obligation as a Nasdaq-listed entity.
Workers who wish to make a report under this Policy or the Code of Ethics may do so orally or in writing via our dedicated Whistlelink platform.
To make a report, which can be done on an anonymous or non-anonymous basis, workers may access our dedicated Whistlelink platform at https://ghres.whistlelink.com/ which allows you either to:
(i) make a written report by filling in an online form; or
(ii) record a voicemail (max 10 minutes).
The recipient of such reports will be the Chairperson of the Audit Committee (the Recipient). The Recipient will treat all reports received confidentially in accordance with section 5 of this Policy but may need to escalate any reports they receive to relevant functions within the business in order to facilitate follow-up on the report. The Recipient or other functions notified by the Recipient may in turn need to notify members of the senior management of the fact and substance of a concern reported under this Policy, bearing in mind their obligations under this Policy regarding confidentiality.
If a worker would like a virtual or in person meeting at which to raise a concern orally, a meeting with the Recipient can also be facilitated on request. Where a report is made in this fashion and is not audio recorded, accurate minutes of the oral report will be taken and the worker will be afforded the opportunity to check, rectify and agree by signature the content of the minutes.
These reporting channels have been designed and established and are operated in a secure manner that ensures the confidentiality of the reporting worker's identity and the identity of any third party mentioned in the report made and the prevention of access by non-authorised individuals. Once a worker raises a concern under this Policy, they will receive an acknowledgement in writing within 7 days of its receipt.
When using the Whistlelink platform, you should retain details of the case ID number assigned to your report, as you will need this to check for status updates. If you do not retain the case ID number you may not be able to receive follow-up communications (including feedback) in respect of your report.
Workers must not under any circumstances pursue their own investigations (either before or after making a report under this Policy). Any attempt to do so could compromise our ability to take effective action and is strictly prohibited. For the avoidance of any doubt, this is not intended in any way to limit workers' rights to make disclosures through external reporting channels as detailed in section 8 of this Policy.
A worker who has made a report under this Policy is required to conduct themselves professionally and to continue to carry out their duties as normal.
7.2 What happens next?
We will determine the next steps including the appointment of an impartial person or persons designated who is / are competent to follow up on the concerns raised (the Designated Person). The Designated Person may (but will not necessarily) be a Recipient and, in the case of reports made by workers associated with GH Research PLC, the Designated Person may be external to GH Research PLC (i.e. within GH Research Ireland Limited) in view of the nature of the PLC which is not the Group's employing entity.
The Designated Person will, to the extent reasonably practicable, maintain communication with the worker who raised the concern and, where necessary, request further information from, and provide feedback to, that worker.
The Designated Person will conduct diligent follow-up, including the following:
7.2.1 Initial Assessment
The carrying out of an initial assessment as to whether there is prima facie (i.e. apparent) evidence that a relevant wrongdoing may have occurred;
(a) Where there is no prima facie evidence
If, having carried out an initial assessment, the Designated Person decides that there is no prima facie (i.e. apparent) evidence that a relevant wrongdoing may have occurred, the Designated Person will notify the worker, in writing, as soon as practicable of that conclusion, the reasons for it and the fact no further steps will be taken under this Policy. However, the Designated Person may refer the matter to be dealt with under another applicable company procedure. For example, if we determine that the matter reported is reportable under the Code of Ethics but is not a relevant wrongdoing / protected disclosure within the meaning of this Policy, then it will ordinarily be dealt with in accordance with the Code of Ethics.
(b) Where there is prima facie evidence
If, having carried out an initial assessment, the Designated Person decides that there is prima facie (i.e. apparent) evidence that a relevant wrongdoing may have occurred, the Designated Person will take appropriate action to address the relevant wrongdoing, having regard to the nature and seriousness of the matter concerned.
7.2.2 Feedback
The Designated Person will provide feedback to the worker who raised the concern within a reasonable period, being not more than three months from the date the acknowledgement of receipt of the Protected Disclosure was sent to the worker. Feedback is information on the action envisaged or taken as follow-up and on the reasons for such follow-up. It may be provided via the Whistlelink platform or via an alternative method (e.g. a meeting, by letter, etc.) where we deem appropriate. The extent of the feedback that can be provided will be determined by the circumstances and what feedback can feasibly and appropriately be provided. As indicated above, if a report is made on an anonymous basis, we may not be able to provide feedback.
Where you have made a report via the Whistlelink platform:
(a) You should retain details of the case ID number assigned to your report, as you will need this to check for status updates. If you do not retain the case ID number you may not be able to receive follow-up communications (which may include feedback) in respect of your report.
(b) You will not receive email or other alerts regarding feedback, unless we have sufficient information to contact you, so you will need to periodically check the Whistelink platform for updates.
Where requested in writing, the Designated Person will provide the worker who has raised the concern with further feedback at intervals of no more than three months until such time as the procedure relating to the Protected Disclosure concerned is closed (which includes any investigation conducted in accordance with section 7.3).
Workers should be aware there are limits on the extent to which feedback can be provided and indeed in relation to the detail that can be shared when feedback is being provided. Any feedback that is shared is shared on a confidential basis and should not be disclosed further by the recipient of the feedback, other than on duly justified grounds (e.g. to their legal advisor, etc.). Workers should be aware that, for data protection and privacy related reasons, it is very unlikely they will be made aware if any disciplinary action is to be taken against another worker on foot of an investigation triggered by their Protected Disclosure.
7.3 Investigation
If arising out of the initial assessment, a decision is made to conduct an investigation into the concerns raised, it will be conducted fairly and objectively and with due regard to the rights of the participants in the investigation. The form and scope of the investigation will depend on the subject matter of the Protected Disclosure. In the course of the investigation, it might be necessary for the investigator(s) (who may or may not be the Designated Person) to review relevant documentation and conduct interviews with relevant parties. In certain cases, it might be considered necessary to appoint an external investigator(s) to conduct the investigation.
8 EXTERNAL REPORTING CHANNELS
Workers are not obliged to report relevant wrongdoings to us and may, in certain circumstances, instead make reports externally. While we hope that workers will feel comfortable raising their concerns with us directly, workers who consider it necessary to raise concerns externally can do so via external reporting channels. However, workers should be aware that different standards apply where concerns are raised externally with a prescribed person (as defined in section 8.2 below) and/or the Office of the Protected Disclosures Commissioner (the "Commissioner").
In addition to the procedures detailed below in this Section 8, you also have the right under U.S. federal law to certain protections for cooperating with or reporting legal violations to U.S. governmental agencies or entities and self-regulatory organizations. As such, nothing in this Policy is intended to prohibit you from disclosing or reporting violations to, or from cooperating with, a U.S. governmental agency or entity or self-regulatory organization, and you may do so without notifying the Group. The Group may not retaliate against you for any of these activities, and nothing in this Policy or otherwise requires you to waive any monetary award or other payment that you might become entitled to from a U.S. governmental agency or entity, or self-regulatory organization.
8.1 Protected Disclosure to a prescribed person or the Commissioner
Where a worker raises a concern externally with a prescribed person or the Commissioner, in order for it to constitute a Protected Disclosure the worker must reasonably believe:
(a) In the case of disclosure made to a prescribed person, that the relevant wrongdoing is within the remit of the prescribed person; and
(b) In all cases, that the information the worker discloses and any allegation in it are substantially true. This is a higher standard than is required for disclosure to the Group.
8.2 Making a disclosure to a prescribed person
Prescribed persons are persons, typically within public / State bodies, who exercise public, regulatory and law-enforcement functions and who are designated by law to receive Protected Disclosures – for example, certain office holders within Corporate Enforcement Authority, the Data Protection Commission, the Workplace Relations Commission, etc,
The Department of Public Expenditure and Reform's website contains a list of prescribed persons and/or bodies with whom concerns can be raised externally and a description of the matters/areas the worker can report to them.
8.3 Making a disclosure to the Commissioner
Details of how to raise a concern with the Commissioner are available on the Commissioner's website at www.opdc.ie.
9 RECORD KEEPING
We will keep a record of all reports made under this Policy and any follow up conducted, findings and/or outcomes and/or any recommendations and/or next steps. Where reports are made orally, an audio recording or an accurate transcript / minutes of the oral report will be kept depending on the manner in which the oral report is made. These records will be kept for as long as is considered necessary and proportionate in accordance with all applicable law.
10 COMMUNICATION, MONITORING AND REVIEW
This Policy will be communicated as appropriate and will be subject to annual review. The Group retains discretion to make any changes to this Policy that it deems appropriate from time to time.
[1] Areas specified in the Act: (i) public procurement; (ii) financial services, products and markets, and prevention of money laundering and terrorist financing; (iii) product safety and compliance; (iv) transport safety; (v) protection of the environment; (vi) radiation protection and nuclear safety; (vii) food and feed safety and animal health and welfare; (viii) public health; (ix) consumer protection; (x) protection of privacy and personal data, and (xi) security of network and information systems.