Titan Select ICAV Whistleblower Policy


Last reviewed and approved by the Board 23 February 2023

 Whistleblowing Policy

(the “Policy”) 

Titan Select ICAV

 (the “ICAV”) 

Dated 23 February 2023

  • Introduction
    • The ICAV is authorized by the Central Bank of Ireland (the “Central Bank“) as a qualifying investor alternative investment fund pursuant to the ICAV Act 2015 (as amended).
    • This Policy sets out the ICAV’s procedures in relation to the disclosure of relevant wrongdoings as they relate to the ICAV, pursuant to:
      • Article 24 of Regulation (EU) 2015/2365 of the European Parliament and of the Council on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012 (“SFTR“) and related Central Bank / European Securities and Markets Authority guidance (where applicable);
      • Part 5 of the Central Bank (Supervision and Enforcement) Act 2013 which details the protections afforded to whistle-blowers in Ireland;
      • The Protected Disclosures Act 2014, as amended by the Protected Disclosures (Amendment Act) 2022 (the “Act“) which represents the standard of international best practice for whistle-blowers in Ireland; and
      • The European Union (Money Laundering and Terrorist Financing) Regulations 2019 (the “2019 AML Regulations“),

(referred to collectively as the “Applicable Regulations“).

For the avoidance of doubt, in this Policy, the term “infringement” shall have the meaning ascribed to the term “relevant wrongdoing” in the Act. Relevant legislation includes that legislation listed in the Act.

  • SFTR, the Act and the 2019 AML Regulations require the ICAV to put in place appropriate procedures for the reporting of infringements internally through a specific, independent and autonomous channel.
  • Accordingly, the ICAV has adopted this Policy as a means of documenting the measures which are taken to encourage and protect individuals in whatever their capacity, to report any infringements of the Applicable Regulations on a confidential basis without fear of dismissal or retaliation of any kind.
  • Scope of the Policy
    • This Policy shall apply to all current and former:
      • executive and non-executive directors of the board of directors of the ICAV (the “Board“);
      • current or former shareholders of the ICAV; and
      • to the extent relevant, volunteers, any members of any administrative, management or supervisory body of the ICAV (to the extent applicable), and any worker of the ICAV as defined by the Act, including, but not limited to any permanent, part-time and fixed term employees, interns, agency workers, independent contractors or consultants.

The Policy also applies, where relevant, to those who are in a recruitment or other pre-contractual negotiation with the ICAV.

  • At present, the ICAV is controlled and managed by the Board and does not have any direct employees, nor is it the intention of the Board to retain any direct employees. Accordingly, the identified staff members for the purpose of this Policy are the Board and the ICAV’s shareholder (each a “Reporting Person“).
  • A protected disclosure is a disclosure made by a Reporting Person of relevant information which comes to the attention of the Reporting Person in a work-related context in accordance with law or this Policy (“Relevant Information“), which in the Reporting Person’s reasonable belief, tends to show one or more Relevant Wrongdoings (defined below).
  • A “Relevant Wrongdoing” in relation to the workplace means that:
    • an offence has been committed or is being or is likely to be committed;
    • a person has failed, is failing or is likely to fail to comply with any legal obligation other than an obligation arising under the worker’s contract of employment or contract of services;
    • a miscarriage of justice has occurred, is occurring or is likely to occur;
    • the health and safety of an individual has been, is or is likely to be endangered;
    • the environment has been, is or is likely to be damaged;
    • an unlawful or improper use of funds or resources of a public body or other public money has occurred or is likely to occur;
    • that a breach has occurred is occurring or is likely to occur; or
    • that information tending to show any matter falling within any of the preceding paragraphs has been, or 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.

A Relevant Wrongdoing can include a Relevant Wrongdoing that occurred, occurs or would occur in Ireland or anywhere else in the world.

  • The following matters are not considered to be protected disclosures:
    • a matter which the Reportable Person is required to detect or investigate as part of their role and does not consist of or involve an act or omission on the part of the ICAV;
    • information in respect of which a claim to legal professional privilege could be maintained in legal proceedings if it is made by a person to whom the information was disclosed in the course of obtaining legal advice;
    • a matter relating to the Reportable Person’s individual terms and conditions of employment or appointment such as a grievance or complaint relating to their individual circumstances and it does not consist of or involve any act or omission on the part of the ICAV; or
    • matters relating to interpersonal grievances exclusively affecting the Reportable Person, namely, grievances about interpersonal conflicts between the Reportable Person and another worker, or a matter concerning a complaint by the Reportable Person to, or about, the ICAV which concerns the worker exclusively. Such matters should be dealt with through any agreed procedures applicable to such grievances or complaint to which the Reportable Person has access or such other procedures, provided in accordance with any rule of law or enactment (other than the procedures set out in the Act), to which the Reportable Person has access.
  • Reporting Procedures
    • Internal reporting channels and procedures
      • Reports of infringements or potential infringements should be communicated to Tom Coghlan, the designated director for investigating reporting disclosures (the “Designated Director”), orally (by telephone, physical meeting or through other voice messaging systems), by post or e-mail directly to both tom@tomcoghlan.ie and copied to compliance@titanadvisors.com.
      • Reports of infringements shall be acknowledged in writing to the Reporting Person not more than seven (7) days following receipt of the report by the Designated Director.
      • A clear and detailed statement of fact should be provided by the Reporting Person including the background and history of the alleged infringement (giving relevant dates) and the reasons for particular concern about the alleged infringement. Any professional or personal interest in the potential infringement should also be disclosed at this stage. A template Whistleblowing Report Form is included under Appendix 1.
      • The Designated Director shall carry out an initial assessment of the report, including seeking further information from the Reporting Person if required, as to whether there is prima facie evidence that a relevant wrongdoing may have occurred.
        • If, having carried out an initial assessment, the Designated Director decides that there is no prima facie evidence that an infringement may have occurred, the Designated Director shall close the procedure or refer the matter to such other agreed procedures applicable to grievances to which a Reporting Person has access or such other procedures provided in accordance with a rule of law or enactment to which the Reporting Person has access and notify the Reporting Person in writing as soon as practicable of the decision and the reasons for it.
        • If, having carried out an initial assessment, the Designated Director decides that there is prima facie evidence that an infringement may have occurred, the Designated Director shall take appropriate action to address the infringement, having regard to the nature and seriousness of the matter.
        • The Designated Director shall provide feedback to the Reporting Person within a reasonable period, which shall not be later than three (3) months from the date of the acknowledgement of the report referred to at 3.1(b) above

Where the Reporting Person so requests in writing, the Designated Director shall provide further feedback at intervals of three (3) months until such time as the procedure relating to the report is closed, the first such period of three (3) months commencing on the date on which feedback is provided to the Reporting Person under 3.1(d)(iii) above.

  • Internal reporting channels and procedures include both written and oral reporting.
  • External reporting channels and procedures
    • A Reporting Person should follow the internal reporting procedure in 3.1 above. There may however be circumstances in which a Reporting Person makes an external disclosure to a regulatory body that has regulatory inspection and enforcement functions in their sector (a “Prescribed Person“). A Prescribed Person includes:
      • the Central Bank;
      • the Office of the Protected Disclosures Commissioner; or
      • any other relevant Commissioner as defined by the Act.
    • Reporting Persons who wish to report an infringement or potential infringement directly to the Central Bank, the Office of the Protected Disclosures Commissioner or any other relevant Commissioner, as defined by the Act, may do so directly, without recourse to the internal procedure outlined at paragraph 3.1 above. The contact details of the Central Bank and Protected Disclosures Commissioner are noted below.
    • Central Bank Contact Details

As the members of the Board each hold a Pre-Approval Controlled function (“PCF”), the Central Bank requests that disclosures be made by completing the Pre-approval Controller Function S.38(2) Disclosure Form, published on its website, and submitting it either by e-mail or post to the respective addresses below. Calls made to the Central Bank will be returned within one working day to acknowledge receipt of the disclosure.

E-mail: Protecteddisclosures@centralbank.ie

Telephone: 1890 130015

Post: PCF Disclosure Desk, Central Bank of Ireland, PO Box 11517, Spencer Dock, Dublin 1, D01 W920.

  • Office of the Protected Disclosures Commissioner Contact Details


General enquiries – info@opdc.ie

To report a wrongdoing – disclosures@opdc.ie

Telephone:  +353 1 639 5600

Post: Office of the Protected Disclosures Commissioner, 6 Earlsfort Terrace, Dublin 2, D02 W773.

  • A Reporting Person also has the option of making such a disclosure in the course of obtaining legal advice from a barrister, solicitor, trade union or an official of an excepted body.[1]
  • Protection Mechanisms
    • Non-Recrimination

A Reporting Person who report infringements committed  by the ICAV shall not be subject to penalisation, retaliation, discrimination or other types of unfair treatment arising from the reporting of any such infringement.

The Designated Director will take all reasonable steps to ensure that the Reporting Person suffers no disadvantage or detriment because of his / her infringement disclosure made in good faith and based on genuine concerns.

Disadvantage, penalisation or detriment are defined in the Act, and may include:

  • Dismissal proceedings initiated as a result of disclosure;
  • Any actions arise for damages under defamation law; or
  • Any right of action in tort where a Reporting Person or a member of his / her family experiences coercion, intimidation, harassment or discrimination at the hands of a third party.

Any other Reporting Person seeking to victimise a fellow Reporting Person for his /  her disclosure will face disciplinary action for so doing. Any Reporting Person found to be making such malicious allegations, or allegations they know to be false, may be subject to disciplinary procedures, which may result in dismissal of the Reporting Person.

  • Confidentiality

The Designated Director is bound by a duty of confidentiality and shall not, without the consent of the Reporting Person, communicate any information received in their capacity as Designated Director pursuant to this Policy to any party other than the Board or the Central Bank, unless disclosure is required by national law in the context of further investigations or subsequent judicial proceedings.

  • Protection of Personal Data

Personal data relating to both the Reporting Person reporting a potential or actual infringement pursuant to this Policy and any natural person who is allegedly responsible for an infringement shall be protected in accordance with the provisions of the Data Protection Acts 1988 to 2018 along with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016) as replaced, re-enacted, consolidated, extended, revised or amended from time to time and all subordinate legislation enacted thereunder and any guidance issued by the Data Protection Commission.

  • Annual review
    • The Board has the overall responsibility for this Policy and for reviewing the effectiveness of the actions taken in response to concerns raised under this P
    • This Policy will be reviewed, updated and approved on at least an annual basis or as required by the ICAV.
  • Effective Date
    • The effective date of this Policy is 23 February 2023.






Appendix 1

  • Whistleblowing Report Form
    • This Policy has been established to report any infringements of the Applicable Regulations through a confidential reporting channel (to the extent possible).
    • If you wish to make such a report, please use this report template.
    • The ICAV will handle this report with care and will treat the Reporting Person’s concerns fairly and properly.
    • Once completed, this report becomes confidential. You may send the report, in a sealed envelope clearly marked “To be opened by addressee only”, and addressing it to the Designated Director, by post to the registered address of the ICAV or by email to the Designated Director as noted above.
    • The identity of any Reporting Person will remain confidential unless disclosure is required by national law in the context of further investigations or subsequent judicial proceedings.
    • The ICAV will aim to protect all parties at least against retaliation, discrimination and other types of unfair treatment concerning both the person who makes a report or who is allegedly responsible for the infringement of the Applicable
  • Details of the Breach / Infringement of the Applicable Regulations
    • Please read the Policy carefully before you fill in this template.
    • You do not have to give your name and personal details, but the ability to carry out an investigation may be limited if you do not:
Title Name
Telephone Email
Job title Organisation


Please provide full details, such as names, dates, places and the reasons for the concerns (continue on separate

[1] within the meaning of section 6 of the Trade Union Act 1941.

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