Whistleblower & Protected Disclosure Policy

1Policy Statement

Shepherds Only Foundation (“the Foundation”) is committed to the highest standards of integrity, stewardship, accountability, transparency and responsible governance.

The Foundation recognises that those entrusted with charitable resources bear a duty to administer those resources faithfully and solely for the purposes for which they were entrusted.

No individual connected with the Foundation should be required to remain silent where there is a reasonable concern that fraud, corruption, abuse, financial misconduct, safeguarding violations, unlawful conduct, serious breaches of policy or other wrongdoing has occurred, is occurring, or is likely to occur.

The Foundation therefore encourages the prompt reporting of genuine concerns and is committed to providing safe, confidential and accessible channels through which such concerns may be raised.

A person who raises a concern honestly and on reasonable grounds will not be subjected by the Foundation to retaliation, intimidation, harassment, discrimination, dismissal, disadvantage or other victimisation because the person made the disclosure.

The Foundation will treat concerns seriously, assess them objectively and, where appropriate, investigate them independently and take corrective action.

2Purpose

The purpose of this Policy is to:

• encourage the early reporting of suspected wrongdoing;
• provide safe and clearly defined reporting channels;
• protect persons who make genuine disclosures;
• ensure concerns are assessed and investigated fairly;
• protect the rights and reputation of persons accused of wrongdoing;
• prevent retaliation against whistleblowers and persons assisting investigations;
• protect charitable assets and resources;
• strengthen accountability throughout the Foundation;
• enable serious matters to be escalated beyond management where necessary;
• establish procedures for reporting concerns involving senior leadership or trustees;
• ensure appropriate records are maintained;
• promote compliance with applicable Ghanaian law and recognised principles of good nonprofit governance; and
• reinforce the Foundation’s commitment to responsible stewardship.

3Scope

This Policy applies throughout Shepherds Only Foundation and, where relevant, to persons and organisations interacting with the Foundation.

A disclosure may be made by, among others:

• trustees and governing board members;
• directors and officers;
• employees;
• volunteers;
• interns;
• consultants;
• contractors;
• professional advisers;
• committee members;
• beneficiaries and applicants for assistance;
• ministers or ministries supported by the Foundation;
• churches and partner organisations;
• donors;
• suppliers and service providers;
• investment managers, custodians and financial institutions;
• former employees or volunteers; and
• any other person who reasonably becomes aware of suspected wrongdoing connected with the Foundation.

A person does not need to be an employee of Shepherds Only Foundation in order to raise a concern under this Policy.

4What May Be Reported?

A whistleblower may report any conduct which the person reasonably believes constitutes, indicates or may lead to serious wrongdoing.

Reportable matters include, but are not limited to:

4.1  Fraud and Financial Misconduct

This includes suspected:

• theft;
• fraud;
• embezzlement;
• diversion of charitable funds;
• falsification of accounts;
• false invoices;
• fictitious beneficiaries;
• unauthorised payments;
• manipulation of financial records;
• misappropriation of donations;
• improper reimbursement of expenses;
• misuse of Foundation bank accounts;
• unauthorised withdrawals;
• concealment of financial transactions;
• deliberate circumvention of financial controls; or
• misuse of restricted or designated funds.

4.2  Corruption and Bribery

This includes:

• offering or accepting bribes;
• kickbacks;
• secret commissions;
• improper inducements;
• facilitation of corrupt transactions;
• undisclosed financial benefits;
• improper payments to obtain favourable treatment; or
• abuse of a position for private benefit.

4.3  Conflicts of Interest and Related-Party Abuse

Concerns may be reported regarding:

• undisclosed conflicts of interest;
• improper transactions involving trustees, officers or related persons;
• preferential treatment of relatives or associates;
• procurement decisions influenced by personal interests;
• improper beneficiary selection;
• use of Foundation opportunities for personal benefit; or
• participation in decisions where a material conflict has not been disclosed.

4.4  Misuse of Endowment or Investment Assets

Because the Foundation may hold assets intended to provide sustainable long-term support for its charitable mission, particular attention shall be given to suspected:

• unauthorised investment transactions;
• diversion of investment income;
• undisclosed investment conflicts;
• manipulation of investment valuations;
• improper payments to investment advisers;
• misuse of endowment principal;
• transactions outside approved investment mandates;
• concealment of investment losses or risks;
• falsification of investment reports; or
• unauthorised pledging or encumbrance of Foundation assets.

4.5  Beneficiary-Related Misconduct

Reportable concerns include:

• creation of fictitious beneficiaries;
• falsification of beneficiary records;
• favouritism contrary to approved eligibility criteria;
• demands for payment in exchange for Foundation assistance;
• diversion of assistance intended for ministers or other approved beneficiaries;
• manipulation of assessments;
• coercion of beneficiaries;
• exploitation of vulnerable beneficiaries; or
• withholding assistance for improper personal, financial or other reasons.

4.6  Safeguarding Concerns

Any concern involving the safety, dignity or welfare of a child, vulnerable adult, beneficiary or other person should be reported immediately.

This includes suspected:

• abuse;
• exploitation;
• sexual misconduct;
• harassment;
• coercion;
• neglect;
• grooming;
• intimidation; or
• other conduct that creates a serious safeguarding risk.

Nothing in this Policy prevents or delays immediate reporting to the police, social welfare authorities or another competent authority where someone’s safety may be at risk.

4.7  Governance Misconduct

This includes:

• serious breaches of fiduciary or governance duties;
• falsification of board minutes;
• deliberate concealment of material information from trustees;
• improper interference with audits;
• manipulation of elections or appointments;
• abuse of delegated authority;
• serious breaches of the Foundation’s constitution;
• deliberate circumvention of board-approved controls; or
• attempts to conceal misconduct from regulators, auditors or the Board.

4.8  Legal or Regulatory Violations

A concern may be raised where a person reasonably believes that:

• a criminal offence has occurred or may occur;
• applicable law has been breached;
• regulatory requirements have been deliberately ignored;
• required filings or disclosures have been falsified;
• money laundering or terrorist financing may be involved;
• sanctions requirements may have been breached;
• tax obligations are being deliberately evaded;
• evidence is being concealed or destroyed; or
• another serious legal obligation has been violated.

4.9  Data, Privacy and Information Misconduct

This includes:

• unauthorised access to personal information;
• unlawful disclosure of beneficiary or donor information;
• deliberate destruction or manipulation of records;
• theft of confidential information;
• serious cybersecurity misconduct;
• misuse of databases; or
• deliberate violations of applicable privacy and data-protection requirements.

4.10  Retaliation or Concealment

It is itself a reportable matter to:

• retaliate against a whistleblower;
• threaten a person considering making a disclosure;
• instruct someone not to report wrongdoing;
• attempt to identify a confidential whistleblower improperly;
• destroy evidence;
• interfere with an investigation;
• knowingly conceal serious misconduct; or
• retaliate against a witness or person assisting an investigation.

5Matters That Are Not Ordinarily Whistleblowing

This Policy is intended primarily for concerns involving wrongdoing or serious risk.

Ordinary employment grievances, interpersonal disagreements, routine complaints about management decisions or dissatisfaction with a service should normally be addressed through the Foundation’s applicable grievance, complaints, human-resources or beneficiary-feedback procedures.

However, a complaint may become a whistleblowing matter where it also involves suspected illegality, fraud, corruption, retaliation, safeguarding concerns, systemic abuse or another serious public-interest or governance concern.

The Foundation will determine the appropriate procedure according to the substance of the concern rather than merely the label given to it.

6Good-Faith and Reasonable-Grounds Standard

A whistleblower is not required to prove wrongdoing before making a disclosure.

A person may report information where the person honestly and reasonably believes that wrongdoing has occurred, is occurring or may occur.

A report will not become improper merely because an investigation later determines that the concern was mistaken or cannot be substantiated.

Whistleblowers should provide information honestly and should distinguish, where possible, between facts personally known to them and matters they suspect or have heard from others.

7False or Malicious Allegations

The Foundation strongly distinguishes between an allegation made honestly that ultimately proves incorrect and an allegation that a person knows to be false.

No person will be penalised merely because a good-faith concern is not substantiated.

However, deliberately fabricating evidence, knowingly making false accusations or maliciously using the whistleblowing process to harm another person may constitute misconduct and may result in disciplinary or other appropriate action.

8Reporting Channels

A concern may be reported through any designated whistleblowing channel established by the Foundation.

Reports may ordinarily be submitted to:

A report may also be submitted to the Chairperson of the Board or another designated independent officer.

The Foundation should maintain at least one reporting channel that does not require a whistleblower to report through the person’s immediate supervisor.

9Escalation Where Senior Leadership Is Implicated

No person should be required to report suspected wrongdoing to the person accused of that wrongdoing.

Accordingly:

A person implicated in a complaint must not control the investigation, select the investigator, determine the outcome or participate in decisions concerning sanctions arising from that complaint.

10Anonymous Reporting

The Foundation will accept anonymous disclosures.

A whistleblower is encouraged, but not required, to identify themselves.

Anonymous reports will be considered on their merits. However, anonymity may make it more difficult to:

• seek clarification;
• obtain additional evidence;
• verify allegations;
• provide updates; or
• conduct a complete investigation.

Where technically feasible, the Foundation should establish a reporting mechanism that permits continuing confidential communication with an anonymous whistleblower.

11Information to Include in a Report

Whistleblowers are encouraged to provide as much relevant information as reasonably available, including:

• what happened;
• who was involved;
• when it occurred;
• where it occurred;
• how the whistleblower became aware of it;
• whether the conduct is continuing;
• names of potential witnesses;
• relevant documents or records;
• amounts of money involved, where applicable;
• whether the matter has previously been reported; and
• whether there is an immediate risk to persons, assets, evidence or the Foundation.

A report will not be rejected merely because some of this information is unavailable.

12Confidentiality

The Foundation shall treat whistleblowing reports as confidential to the greatest extent reasonably possible and consistent with applicable law, procedural fairness and the requirements of a proper investigation.

The identity of a whistleblower shall be disclosed internally only where reasonably necessary for handling or investigating the matter.

Information concerning a disclosure should ordinarily be restricted to persons who have a legitimate need to know.

Where disclosure of the whistleblower’s identity becomes legally necessary or materially necessary to a fair investigation, the Foundation should, where lawful and practicable, inform the whistleblower beforehand.

Confidentiality cannot be guaranteed absolutely where disclosure is required by law, court order, regulatory obligation or legitimate law-enforcement process.

13Protection Against Retaliation

Shepherds Only Foundation prohibits retaliation against any person because that person:

• made a genuine disclosure;
• intended to make a disclosure;
• assisted a whistleblower;
• provided evidence;
• participated in an investigation;
• refused to participate in wrongdoing; or
• sought advice concerning a potential disclosure.

Prohibited retaliation includes, without limitation:

• dismissal;
• suspension;
• demotion;
• withholding legitimate benefits;
• reduction in responsibilities;
• intimidation;
• threats;
• harassment;
• discrimination;
• blacklisting;
• adverse reassignment;
• unjustified disciplinary proceedings;
• interference with ministry or beneficiary support;
• termination of volunteer relationships;
• improper exclusion from Foundation activities; or
• other deliberate disadvantage connected with the disclosure.

Retaliation constitutes serious misconduct.

Any person who believes they have suffered or are likely to suffer retaliation should report it immediately through the channels established under this Policy.

14Emergency Measures

Where a disclosure indicates an immediate risk to:

• a child or vulnerable person;
• life or physical safety;
• substantial charitable assets;
• electronic or documentary evidence;
• Foundation bank accounts;
• confidential data; or
• the integrity of an investigation,

the Foundation may implement proportionate interim protective measures before the investigation is completed.

These measures may include restricting system access, securing records, changing financial authorisations, preserving evidence, temporarily reassigning duties or referring the matter to competent authorities.

Interim measures are precautionary and do not constitute a finding of wrongdoing.

15Initial Assessment

Every disclosure received under this Policy shall be assessed promptly.

The initial assessment should determine:

• whether the matter falls within this Policy;
• the seriousness and urgency of the allegations;
• whether immediate protective measures are necessary;
• whether there is a conflict of interest;
• who should investigate;
• whether specialist expertise is required;
• whether another internal procedure is more appropriate; and
• whether the matter should be reported to a regulator, law-enforcement body or other competent authority.

Where practicable, receipt of an identifiable whistleblower’s report should be acknowledged promptly.

16Investigation

Where investigation is warranted, the Foundation shall seek to ensure that the investigation is:

The Foundation may appoint an external investigator where independence, expertise or public confidence requires it.

17Fair Treatment of Persons Accused

The existence of an allegation does not establish wrongdoing.

Persons accused of misconduct are entitled to fair treatment.

Subject to legitimate confidentiality, safeguarding, evidence-preservation and legal considerations, a person against whom material allegations are made should ordinarily be given an appropriate opportunity to respond before final adverse findings are made.

Investigations must not be conducted for the purpose of predetermined punishment.

18Investigation Outcomes

An investigation may conclude that an allegation is:

• substantiated;
• partially substantiated;
• unsubstantiated;
• unable to be determined because of insufficient evidence; or
• outside the scope of the whistleblowing process.

Where wrongdoing is established, appropriate action may include:

• disciplinary action;
• termination of employment or contractual relationships;
• recovery of Foundation assets;
• strengthening internal controls;
• governance reforms;
• correction of records;
• suspension or termination of partnerships;
• referral to auditors;
• referral to regulators;
• reporting to law-enforcement authorities;
• commencement of civil proceedings; or
• other lawful and proportionate remedial action.

19Reporting to External Authorities

Nothing in this Policy is intended to prevent a person from making a disclosure protected or permitted by applicable law to a competent external authority.

Depending upon the nature of the matter, relevant authorities may include bodies authorised under Ghanaian law to receive or investigate disclosures.

A person considering an external disclosure may seek independent legal advice regarding applicable rights, procedures and protections.

The Foundation will not use confidentiality agreements, employment terms, volunteer agreements, beneficiary agreements or other internal arrangements for the purpose of unlawfully preventing protected disclosures.

20Whistleblower Act, 2006 (Act 720)

This Policy shall be interpreted consistently with applicable Ghanaian law, including the Whistleblower Act, 2006 (Act 720), where applicable.

Nothing in this Policy is intended to reduce, replace or exclude any protection, remedy or reporting right available to a whistleblower under Ghanaian law.

Where this Policy provides an internal reporting mechanism, that mechanism is supplementary to — and not intended unlawfully to restrict — rights available under applicable law.

21Data Protection and Privacy

Personal information collected through the whistleblowing process shall be handled in accordance with applicable data-protection requirements and the Foundation’s privacy and information-governance policies.

The Foundation shall seek to collect only information reasonably necessary for legitimate whistleblowing, investigation, safeguarding, compliance and governance purposes.

Whistleblowing records must be protected against unauthorised access, alteration, disclosure, loss or destruction.

Particular care shall be taken with sensitive information concerning beneficiaries, ministers, donors, children, vulnerable persons, financial affairs and allegations of misconduct.

22Record Keeping

The Foundation shall maintain appropriate records of whistleblowing matters.

Records may include:

• the original disclosure;
• acknowledgement of receipt;
• evidence submitted;
• assessment decisions;
• conflict-of-interest declarations;
• investigation records;
• interview notes;
• investigation reports;
• decisions and recommendations;
• remedial measures;
• records concerning retaliation; and
• closure documentation.

Access shall be appropriately restricted.

Records shall be retained for periods determined by applicable law, legitimate organisational requirements and the Foundation’s records-retention policy.

23Board Oversight

Ultimate oversight of the Foundation’s whistleblowing framework rests with the Board of Trustees / Governing Board.

The Board, or a designated independent committee, should periodically receive anonymised information concerning:

• number of disclosures received;
• categories of concerns;
• investigation status;
• substantiated findings;
• significant control weaknesses;
• remedial actions;
• retaliation allegations; and
• recurring patterns or systemic risks.

The Board should not routinely receive information identifying whistleblowers unless there is a legitimate need for such disclosure.

24Independence From Donors and Benefactors

The amount of money, property, influence or other support contributed by a donor, benefactor, founder or related person shall not exempt that person from this Policy.

A substantial donor shall not be permitted to suppress, control or improperly influence the investigation of allegations concerning that donor or related persons.

The Foundation’s obligation is to its charitable purposes, applicable law and proper stewardship of resources.

25No Exemption Based on Position

This Policy applies irrespective of seniority, influence, religious office, professional status, donor status or relationship with the Foundation.

No trustee, founder, executive, employee, minister, donor, adviser, contractor or beneficiary is above the Foundation’s accountability framework.

Allegations involving senior or influential persons shall be assessed according to the same principles of independence, fairness and evidence applicable to other allegations.

27Duty to Cooperate

Trustees, officers, employees and persons acting on behalf of the Foundation are expected to cooperate honestly with authorised investigations.

No person may deliberately:

• destroy relevant evidence;
• falsify records;
• conceal documents;
• intimidate witnesses;
• provide knowingly false information;
• improperly coordinate testimony; or
• obstruct an authorised investigation.

Such conduct may constitute separate misconduct.

28Preservation of Evidence

Once a person becomes aware of an actual or reasonably anticipated investigation, relevant documents and information must not be deliberately destroyed, altered or concealed.

This may include:

• emails;
• correspondence;
• bank records;
• accounting records;
• payment instructions;
• beneficiary files;
• contracts;
• meeting minutes;
• digital records;
• photographs;
• recordings;
• messaging records; and
• other relevant evidence.

The Foundation may issue a formal preservation notice where appropriate.

29Relationship With Other Policies

This Policy should be read together with other Foundation governance instruments, including, where applicable, its:

• Code of Ethics and Conduct;
• Conflict of Interest Policy;
• Anti-Fraud and Anti-Corruption Policy;
• Safeguarding Policy;
• Financial Controls Policy;
• Investment and Endowment Policy;
• Data Protection and Privacy Policy;
• Complaints and Grievance Policy;
• Records Retention Policy;
• Procurement Policy; and
• Trustee / Governing Board Charter.

Where policies overlap, the Foundation shall apply the procedure that provides the most appropriate, lawful and effective response to the matter concerned.

30Accessibility

The Foundation shall seek to make whistleblowing channels reasonably accessible.

A person should not be prevented from reporting a serious concern merely because they:

• do not have internet access;
• cannot complete an online form;
• require assistance communicating;
• are geographically distant;
• are not an employee;
• are a beneficiary; or
• wish to communicate confidentially.

Where reasonably practicable, alternative reporting arrangements shall be provided.

31Training and Awareness

The Foundation shall periodically educate trustees, officers, employees and relevant volunteers regarding:

• how to recognise reportable misconduct;
• available reporting channels;
• confidentiality;
• prohibition against retaliation;
• preservation of evidence; and
• responsibilities when receiving a disclosure.

Persons designated to receive whistleblowing reports should receive additional training appropriate to that responsibility.

32Monitoring and Review

This Policy shall be reviewed periodically and whenever there is:

• a significant change in applicable law;
• a significant change in the Foundation’s governance structure;
• a material whistleblowing incident;
• evidence that reporting mechanisms are ineffective;
• a significant expansion of the Foundation’s activities; or
• another circumstance requiring amendment.

The Board may approve amendments to strengthen the Foundation’s whistleblowing framework.

33Non-Waiver of Legal Rights

Nothing in this Policy shall:

• prevent lawful reporting to competent authorities;
• require a person to participate in unlawful conduct;
• require concealment of evidence;
• prevent a person from seeking independent legal advice; or
• waive a protection or remedy provided by applicable law.

Where a provision of this Policy conflicts with a mandatory requirement of applicable law, the applicable law shall prevail and the remaining provisions shall continue to operate to the extent permitted.