Whistle Blower

INTRODUCTION

The Management of FCMB Group Plc. (FCMB or the Group) has a duty to conduct the company’s affairs in a responsible and transparent manner and to take into account legal and regulatory requirements under which the Group operates. The Board of the Group is also committed to the principle of sound corporate governance and behavior as enunciated in the CBN Code of Corporate Governance for Groups and other financial institutions in Nigeria. One of the several ways a breach of regulatory requirements and staff misconduct can be addressed is through a whistle blowing programme.  As such, the whistle‐blowing policy and procedures of the Group are designed to encourage stakeholders to bring unethical conduct and illegal violations to the attention of an internal and or external authority so that action can be taken to resolve the problem.

WHISTLE‐BLOWING MATTERS

1. As a matter of policy, whistle‐blowing is encouraged within the Group at every stakeholder levels. Any of the following matters against the Group or its officers can be brought up for investigation:
2. All forms of financial malpractices and impropriety or fraud;
3. Improper conduct or unethical behavior;
4. Any form of criminal activity;
5. Failure to comply with regulatory directive, legal obligations or statutes;
6. Rendition of false returns;
7. Falsification of records;
8. Forgery (use of false certificates, false declaration of age, etc) ;
9. Actions detrimental to Health and Safety or the environment (SEMS regulations and policies);
10. Commission of offence by FCMB, officers/staff;
11. Obstruction of internal/external regulators & auditors;
12. Leakage of confidential data;
13. Bribery and corruption;
14. Abuse of authority;
15. Sexual harassment;
16. Insider Abuse;
17. Non-disclosure of interest;
18. Connected transactions;
19. Concealment (including attempted concealment) of any malpractice;
20. Other forms of corporate governance breaches.

WHISTLE‐BLOWING PROCEDURES

1. All stakeholders will be provided with details of KPMG Ethics Line facilities via the Group’s website.  The KPMG Ethics Line facilities provide avenues for employees and any other person to confidentially and anonymously report all incidents relating to various categories of unethical and criminal conduct including cases relating to social and environmental risk crystallization associated with projects the Group has financed.
2. A disclosure is deemed to have been made through the KPMG Ethics Line facilities or to the CBN and/or any other Government agency provided that such disclosure is true and reasonable.
3. The Group shall not subject a Whistle-blower to any detriment whatsoever on the grounds that s/he has made a disclosure in accordance with the provisions of this policy.
4. Whistle‐blowers are encouraged but not required or obliged to disclose their identities to FCMB and/or KPMG when reporting incidents through KPMG Ethics Line facilities. In the event of the whistle‐blower willfully disclosing his/her identity, it shall remain undisclosed to FCMB until the complainant provides written consent to KPMG. These measures are necessary in order to maintain the confidentiality, anonymity and/or the job of the whistle‐blowers.
5. All reports received via the KPMG Ethics Line facilities will be transcribed unto call sheet memoranda and transmitted to designated officers within FCMB for further action.
6. Reports of any allegation relating to fraud, theft of company asset and human resource related matters (e.g. sexual harassment) shall be submitted to the Managing Director, Company Secretary/ Group Legal Counsel, Head-Risk Management & Compliance and Head of Internal Audit
7. Whistle blowing matters relating to breach of the Code of Corporate Governance and other types of unethical conducts shall be reported to the Chairman of the Board, Managing Director, Head, Risk Management and Compliance.
8. Where the matter relates to a report against a Director (excluding the Managing Director), the Head – Risk Management & Compliance, the Head of Internal Audit or the Company Secretary/ Group Legal Counsel, irrespective of the type of incident, it shall be reported to the Chairman of the Board and the Managing Director who shall refer it to any officer within the company for investigation.
9. If the allegation is against the Managing Director, irrespective of the type of incident, it shall be conveyed to the Chairman of the Board and the Company Secretary/ Group Legal Counsel.
10. In general, every call sheet memorandum is copied to the Head – Risk Management & Compliance and /Head of Internal Audit for report rendition purposes.
11. The Head of Internal Audit shall provide the Chairman of the Board Audit and Risk Management Committee with a summary of cases reported and the result of the investigation provided the allegation has been made lawfully without malice, the employment position of the person making it will not be adversely affected. It is the responsibility of Executive Management to ensure that Whistle blowers are protected from victimisation.
12. The person or persons against whom the allegation is made shall be informed of the allegation and the evidence supporting it and must be allowed to comment in writing before investigation is concluded.
13. If, on preliminary investigation, the allegation is judged to be wholly without substance or merit, the allegation may be dismissed and the person making the allegation will be so informed through the Ethics Line service.
14. Where an allegation is found to be valid, Executive Management shall constitute Disciplinary Committee to review the matter and apply appropriate sanctions on the erring staff.
15. As may be required by extant regulations and guidelines, whistleblowing incidences shall be reported to Law Enforcement Agencies or appropriate Regulatory Bodies for any further action or prosecution.
16. All allegations, including those dismissed after preliminary examination, and the results of their investigation must be reported to the Board Audit and Risk Management Committee.
17. If someone who has made a whistle blowing allegation remains dissatisfied with the outcome of the investigation, the issue should be escalated to the Chairman of the Board of Directors who shall constitute a special panel to review the allegation.
18. Where a Whistle-blower believes that s/he has been subjected to any detriment in contravention of the above, s/he may present a complaint to the Central Bank of Nigeria.
19. This policy is subject to review every three (3) years. The Central Bank of Nigeria shall be notified of all such reviews