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Corporate Whistleblowing

Corporate whistleblowing is an important tool to ensure wrongdoings are exposed and addressed appropriately, in furtherance of good corporate governance. Historically, corporate frauds are largely uncovered as a result of whistleblowing tips rather than through an internal audit system. Whistleblowing also plays a significant role in environmental, social and governance (ESG) integration by uncovering practices that may compromise environmental conservation, social responsibility and equity, or ethical governance which affects all stakeholders.


Those organisation that prioritise a strong vigil mechanism strategy demonstrate a commitment to accountability, ethical conduct, risk management, stakeholder engagement and long-term sustainability. By bringing the right information to the right people, whistleblower tips promote effective and efficient corporate governance and roots out fraud, waste, and abuse while ensuring that sensitive information and activities are protected.


The Companies Act, 2013 and the Securities Exchange Bureau of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate that the following class of companies must have an active vigil mechanism to report genuine concerns:


  • All listed companies;
  • Companies that have borrowed money from banks in the excess of INR fifty crores; and
  • Companies which accept deposits from the public.
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It is the duty of the board of directors of these organisations to ensure that a whistleblower policy is implemented and the audit committee must oversee the workings of the vigil mechanism. The board must also ensure that whistleblowers do not face victimization from the company for coming forward with complaints.

One of the best and most efficient ways to ensure that an organisation enacts an active vigil mechanism is to engage an independent, external ombudsman to address whistleblower complaints.

One of the best and most efficient ways to ensure that an organisation enacts an active vigil mechanism is to engage an independent, external ombudsman to address whistleblower complaints.

Benefits of Engaging an Independent, External Ombudsman:


  • Works with the organisation to ensure that corporate governance and other best practices are followed by the organisation and helps the organisation examine the robustness of its control systems and other matters of financial propriety;
  • Instils a sense of trust amongst all stakeholders, including investors and market regulators, by creating a system that is fair, transparent, free from bias and influence;
  • Protects whistleblowers against retaliation and therefore promotes a culture of speaking up against wrongdoings;
  • Protects the organisation from disgruntled employees and malafide complaints by stratifying complaints based on their severity level and risk to the organisation, which frees up precious senior management time so that corporate attention is focused on complaints that really matter;
  • Provides inputs to the organisation to identify and improve systemic issues or risks and implement policies to enhance their reputation to plug future risks - facet of corporate governance that organisations often miss out by being extremely close to the internal controls;
  • Helps the organisation understand its control systems, employee issues and matters of financial propriety across different, global offices;
  • Helps the management to operate effectively Promotes effective corporate governance and risk management which improves recommendations received from proxy advisory firms on governance matrixes; and
  • Indicates the organisation is committed towards accountability, ethical conduct, and ESG compliance.

We help companies set up and operate the vigil mechanism process as an external ombudsman and ensure it is synergized with the company’s code of conduct and relevant policies, in order to minimize exposure to damage from unreported unethical conduct.

Approach to Setting up the Vigil Mechanism:


  • Acknowledge the complaint, assign it a case number and forward it to the organisation within 24 hours of receiving the complaint;
  • Create a comprehensive tracker with information of every complaint received;
  • Assign a senior executive as the point of contact to operate the vigil mechanism;
  • Examine the company’s whistleblower policy and recommend enhancements, if necessary;
  • Set up a user-friendly system such as: a dedicated email address and a physical address to receive complaints; a 24-hour globally accessible hotline with recording facility;
  • Engage with the whistleblower if necessary, and initiate a preliminary investigation to determine the validity and severity of the complaint within 7 days of receiving the complaint;
  • Submit a preliminary investigation report to the company with details of the complaint received, evidence obtained and recommended approach within 7 days of receiving the complaint;
  • Send a summary report every 15 days to the relevant committee of the organisation with the status of investigations for the complaints received in the previous fortnight; and
  • Close the complaint by sending a closure report to the organisation within 30 days of receiving the complaint. If the closed complaint is pursued thereafter, it is re-opened for investigation.