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Grievance Mechanism

Introduction

This document outlines SPE Capital’s grievance mechanism, the process for receiving, acknowledging, investigating, resolving, and closing Stakeholders’ complaints and grievances (hereafter called “Complaints”).

SPE Capital views Complaints as an important part of managing impacts and encourages Internal Stakeholders and External Stakeholders to submit concerns as they arise. In this way, the grievance mechanism serves as an integral part of SPE Capital’s approach to all Stakeholders’ engagement and risk mitigation.

Complaints received by SPE Capital provide opportunities to inform and improve how the firm conducts business and to learn lessons so that conditions which could lead to similar Complaints are prevented in the future.

SPE Capital is committed:

– to a consultative, fair, and equitable working relationship with Stakeholders who express concerns.
– to ensuring that no complainants will be subject to retaliation by either SPE Capital or any Company when they voice their concerns and participate in the grievance resolution process.

This document outlines the Complaints procedure, including the steps SPE Capital takes to address Stakeholders’ Complaints.

Definitions

Company: any company, entity or other vehicle controlled, either directly or indirectly, by SPE Capital Partners or any investment fund managed or advised by an affiliate thereof (“Fund” or“Partnership”), any Fund investment vehicles and portfolio companies, including any successor vehicles and affiliates of the foregoing.

Complaints: An issue, concern, problem, or claim (perceived or actual) that an individual or group of individuals can raise and wants SPE Capital to address and resolve including but not limited to any type of labor-related issues, environmental, social and governance (ESG), business integrity matters, compliance matters, potential conflicts of interests, etc.

Complaint Liaison Officers: Edouard Pontet (General Counsel) or Mona Cherif (Senior Legal counsel)

External Stakeholders: Individuals, group of individuals who can affect, or are affected by, or have a legitimate interest in the Company. External Stakeholders can include, but are not limited to government officials, communities, NGOs, media, contractors, business organizations and legislative and regulatory authorities and Fund investors.

Internal Stakeholders: Individuals or group of individuals who are actual members of the Company and/or have direct control over the business. It includes employees, managers, directors, shareholders and investors.

Stakeholders: External Stakeholders and Internal Stakeholders.

Scope of Complaints

Any Stakeholder can raise a Complaint to SPE Capital.

Where the Complaint relates to a Partnership investment, the interested or affected person(s) are first encouraged to discuss the matter directly with the project company. In cases where the Complaint was not addressed sufficiently at the project company level or urgency, interested parties may submit their query to SPE Capital.

SPE Capital will evaluate the Complaint received and will provide a response as set forth in paragraph 5 (procedure) below. Some Complaints may be related to factors not connected to SPE Capital. In these cases, SPE Capital will send a written explanation of why it considers the Complaint does not require further action by the firm. In all other cases, SPE Capital will investigate the Complaint and determine whether it is responsible for or has contributed to the issues that led to the Complaint. If the investigation finds SPE Capital has failed to comply with the standards to which it is legally held and/or to which it has committed, or if SPE Capital finds there are unintended or unforeseen impacts that have not been properly mitigated, SPE Capital will identify options for resolution and present an approach to the complainant. SPE Capital will further work to identify measures that could prevent the issue from recurring.

Registering a Complaint

Complaints are accepted verbally or in writing. There are several ways Stakeholders can register a Complaint:

1. Contact a Complaint Liaison Officer at SPE Capital’s office at the following address: Immeuble Lira, Avenue de la bourse, Les Jardin du Lac 1053 Tunis, Tunisia. The office is open during normal business hours. Monday to Friday from 8:30am to 5:30pm (Tunis Time)

2. Fill out a Complaint form (see form below) and mail or hand deliver to SPE Capital’s office.

3. Call SPE Capital at +216-70-015 456 and speak to an SPE Capital representative during office hours or leave a message. A Complaint Liaison Officer will respond to all inquiries and messages within 48 hours.

4. Send an email to epontet@spe-capital.com or mcherif@spe-capital.com accessible on SPE Capital website.

The complainant should provide as much information about the concern as possible when presenting the Complaint, including copies of any relevant documents or photos.

The Procedure

In some instances, such as when a Complaint is more of a question or request for information, SPE Capital may be able to resolve a Complaint shortly after it is received. In this case, the complainant will be given the information necessary to address the issue, and the Complaint will be documented and closed once the complainant is satisfied with the information offered.

When Complaints are more complex and require some investigation, the following process will be used:

Step 1: Receive & Acknowledge Complaint

– Once SPE Capital receives the Complaint, it will be recorded in a register.
– SPE Capital will acknowledge receipt of the Complaint by letter or email within seven working days of receipt.
– The acknowledgement letter or email will specify a contact person within SPE Capital and a description of what the complainant can expect next, including a timeline.

Step 2: Evaluate, Assign Owner, and Investigate

– SPE Capital will assess the Complaint to determine how it should be managed and, in most instances, will assign a responsible officer with the substantive expertise to resolve it. The Responsible Officer will work to understand, investigate, resolve, and follow-up with the complainant. This may involve seeking information from different departments within the SPE Capital and/or the relevant investment/portfolio officer.
– If any Complaint appears prima facie of an exceptional seriousness, SPE Capital may decide to escalate the matter immediately to a Panel of senior partners, to which the Responsible Officer will report.
– SPE Capital will work with the complainant to understand the cause of the issue and will need to contact the complainant during the investigation.

Step 3: Consult on and Implement Resolution

– Once the Complaint has been investigated, in consultation with the complainant, SPE Capital will discuss the results and proposed resolution with the complainant, including a timeline for implementation.
– SPE Capital will implement the resolution either directly or through a third party, which will be done in consultation with the complainant.
– SPE Capital will review Complaints regularly to ensure progress is being made towards resolution. If no progress is being made, SPE Capital may decide to escalate the Complaint to the SPE Capital partners. In such circumstances, the complainant will be updated on progress.

Step 4: Close and Monitor

– After the Complaint has been fully investigated, the resolution has been implemented and monitored, and no further action is deemed necessary to resolve the issue, the SPE Capital will close the Complaint.
– SPE Capital will ask the complainant to sign a statement to acknowledge resolution. Signing the statement does not preclude the complainant from raising the issue again or seeking other avenues for redress should the resolution not result in a permanent fix or the issue recurs.
– If the complainant does not agree with the resolution offered, SPE Capital will close the Complaint. The complainant may choose to appeal the decision to close the Complaint (see Step 5) or seek other recourse.
– SPE Capital may re-open the Complaint if the complainant provides new information.
– SPE Capital may contact the complainant after closure to ensure no other problems have arisen.

Step 5: Appeal (optional if complainant is not satisfied)

– SPE Capital has established an additional mechanism for Stakeholders to appeal closure of a Complaint when they are not satisfied with the outcome of the investigation and/or the proposed resolution.
– SPE Capital will designate a Complaints Appeals Panel (the Panel) comprised of senior partners or trusted external third parties, including technical specialists familiar with the issue. Generally, these people will not have had previous detailed knowledge of the Complaint or engagement with the complainant.
– In some cases, the Panel may choose to include one or more reputable and independent third parties on the Panel.
– The Panel may decide to refuse an appeal if they feel the Complaint has not been presented in good faith. The decision to refuse an appeal must be reviewed and signed off on by SPE Capital’s General Counsel.
– In certain circumstances, SPE Capital may decide to appoint an individual mediator or Independent Appeals Panel that is neutral and wholly independent of SPE Capital. The decision to use such a wholly independent body will first be approved by SPE CAPITAL’s General Counsel.
– The selection of the mediator or individuals comprising the Independent Appeals Panel will be conducted in consultation with the complainant and other key stakeholders to ensure there is trust in the process.

Confidentiality and Anonymity

The grievance mechanism encourages Stakeholders to openly exchange views and concerns about operations with SPE Capital.

Confidentiality will always be observed to maintain confidence in SPE Capital’s grievance mechanism and ensure compliance with relevant laws. Complainants may wish to:

– Raise a concern in confidence: Details will not be disclosed when a complainant asks SPE Capital to protect identity and will remain secure with those SPE Capital staff investigating the Complaint. However, the situation may arise where it will not be possible to resolve the Complaint without revealing identity (for example, when evidence needs to be presented in court). In this case, SPE Capital will discuss with the complainant whether and how best to proceed.

– Raise a concern anonymously: Complainants raising a concern anonymously need to provide enough facts and data to enable SPE Capital to investigate the matter without assistance. will make every effort to evaluate anonymous Complaints; however, anonymity may make it more difficult to investigate, protect the position of the complainant, offer and implement resolution, and give feedback.