Whistleblowing Policy and Procedure

Introduction

Micro Focus is committed to abiding by the law and maintaining high ethical standards in all areas of our work and practice. In particular, the Public Interest Disclosure Act 1998 ("PIDA") creates a framework for workers who have genuine concerns about certain kinds of malpractice in connection with their workplace. As part of this commitment, we want to encourage employees to report any malpractice or illegal acts or omissions (whether in the UK or elsewhere) by other employees, or former employees, using internal mechanisms for reporting.

What constitutes malpractice?

The following list sets out some examples of malpractice:

• Unprofessional treatment of a customer by an employee
• Criminal offences
• Defrauding any Micro Focus group company (a "company")
• A failure to comply with any legal or regulatory obligation
• A miscarriage of justice
• Endangering the health and safety of any individual
• Damage to the environment
• Breach of standing financial instructions
• A breach of the employee's code of conduct
• Deliberate concealment of any of the above

Personal concerns of employees

This policy is primarily for concerns where the interests of others or of the Company are at risk. If something is troubling an employee which they feel the Company should know about or investigate, they should use this procedure. If, however, they are aggrieved about their own personal position, the grievance procedure [in the employee handbook] should be followed.

Protection a whistleblower will get

If an employee raises a genuine concern under this policy, they will not be at risk of losing their job or suffering any form of retribution as a result. Provided the employee is acting in good faith, it would not matter if they were mistaken. Of course, if an employee were maliciously to raise a matter which they knew to be untrue, it would be likely to constitute gross misconduct, and would be dealt with under the Disciplinary Procedure.

External contacts

Whilst we hope this policy gives you the reassurance you need to raise such matters internally, we recognise that there may be circumstances where you can properly report matters to outside bodies, such as the FSA, Inland Revenue and HSE. Usually disclosures to these bodies will also be protected if the worker meets the test for internal disclosure and honestly and reasonably believes the information is substantially true. Wider disclosures, eg to the police, media or MPs, are protected if, in addition to the tests for regulatory disclosures, they are reasonable in all the circumstances and they are not made for personal gain. If you have any concerns about protection issues, Public Concern at Work will be able to advise you on your options and on the circumstances in which you may be able to contact an outside body.

Confidentiality

We will not tolerate the harassment or victimisation of anyone raising a genuine concern. However, we recognise that an employee may nonetheless want to raise a concern in confidence. We will not disclose an employee's identity without their consent. If a situation arises where we are not able to resolve the concern or take the matter forward without revealing an employee's identity (for example because evidence is needed in court) we will discuss with the employee whether and how we can proceed. However, if the employee choose to remain anonymous when they first report the matter, it will be much more difficult for us to look into it, protect the employee's position or give feedback. Accordingly, while we will consider anonymous reports, this policy is not designed for concerns raised anonymously.

How we will deal with matters raised under this policy

Once an employee has told us of their concern, we will look into it to assess initially what action should be taken. This may involve an internal inquiry or a more formal investigation. We will tell the employee who will be handling the matter, how that person can be contacted and whether any further assistance may be required. If the employee requests it, we will write to them summarising their concern and setting out how we propose to handle it or the steps we are taking. However, we may not be able to advise of the precise action we are to take if this infringes a duty of confidence owed by us to someone else.

When the initial concern is raised, we may ask the employee raising it how they think the matter might best be resolved. If they have any personal interest in the matter, we ask that we are told at the outset. If the concern falls more properly within the grievance procedure it will be handled as set out therein.

How to raise a concern

If you have a concern about malpractice, we hope that you will feel able to raise it first with your manager. This may be done in person or in writing. If in writing, you should state clearly the nature of your concern, the reasons for making the disclosure and the details of the individual or parties under suspicion.

If you feel unable to raise the matter with your manager for any reason, or would prefer to escalate the matter, please raise the concern with the Head of your Department.

If these channels have been followed and you still have concerns, or if you feel that you cannot discuss the matter with any of the above, please contact either the HR Director or the Company Secretary. If you feel that non of these channels are appropriate then please contact the Chairman of the Audit Committee, David Maloney at David.maloney@microfocus.com.

Independent advice

If you are unsure whether to use this procedure or you want independent advice at any stage, you may wish to contact the independent charity Public Concern at Work on 020 7404 6609. Their lawyers can give you free confidential advice at any stage.

Queries

If you have any queries about the whistleblowing policy, please contact the Company Secretary.