WHISTLEBLOWING POLICY
1. Policy Overview
Vetiva Capital Management Limited1 (“Vetiva”) requires her employees to observe high standards of professional and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of this company, staff must exhibit honesty and integrity in fulfilling all their responsibilities and comply with all applicable laws and regulations of the Federal Republic of Nigeria. The whistleblowing policy is an anti-corruption/misconduct driver that encourages voluntary disclosure of information around fraud, bribery, financial misconduct, bullying, sexual harassment and any other form of unethical practice, corruption or misconduct to the detriment of the “Vetiva Group”. This policy is intended to encourage and aid employees to report suspected or actual malpractice, theft or any illegality or unethical misconduct by employees without fear so that the company can resolve such misconduct or illegality, whether they occur by acts of omission or commission. This whistleblowing policy is aimed at protecting Vetiva from wrong doings of people (employees, clients or vendors) as well as protect the employees who come forward to report these misconducts.
2. Definition of terms
2.1 Whistleblowing
The word ‘whistleblowing’ in this context refers to the disclosure of information which relates to a suspected attempt or actual wrongdoing or dangers at work by an employee, as well as illegal acts or omissions at work or failure to act or comply with existing regulations, and prescribed ethical standards, threat to life, corporate and more broadly, the capital market and/or national interest. Examples of acts that constitute misconduct include but are not limited to:
▪ Perceived victimization of colleagues by line managers or senior colleagues.
▪ Sexual harassment.
▪ A criminal activity has been committed, is being committed or is likely to be committed.
▪ Conflict of interest.
▪ Disregard for legislation.
▪ Exposure to Health & Safety hazards.
▪ Showing undue favor over a contractual matter or to a job applicant.
▪ A breach of any of the Company’s policies, processes and procedures.
▪ Unofficial use of the Company’s asset e.g. phone, pool cars etc.
▪ Destruction or misuse of company assets.
▪ The deliberate concealment of another employee’s wrong doings.
2.2 Whistleblower
A “Whistleblower” is an employee who raises a genuine concern in good faith relating to any illicit or unethical act.
3. Reporting Procedure
All employees have a responsibility to report any genuine concern whether it falls within the scope of this policy or not. The whistleblower may choose to make reports with revealed identity or anonymously. There are three ways to make a report;
1. Via email to whistleblower@vetiva.com
2. By use of the “anonymous box” located at the entrance to the conveniences downstairs.
3.Via the Vetiva anonymous whistleblower portal. The URL to the portal is http://vetv-whistleblower.azurewebsites.net
The following personnel shall be recipients of complaints from both the anonymous portal and the email account.
• Head, Human Resources
• Head, Internal Control and Audit
• Head, Legal & Compliance
• GMD
In addition, to the main methods of report above, informants may also make reports via telephone call, SMS, WhatsApp or verbally. It is however, important to make such reports to only recipients of the whistleblower email account listed above. Human resources shall champion the investigation of reports from the whistleblower in collaboration with Legal and Compliance and Internal Control and Audit.
Please note: where concern raised is about member(s) of the recipients e.g. Head, Human resources, the individual(s) immediately ceases to be part of the investigative panel for the case in view.
4. Whistle Blowing Procedures
i. All reports will be transcribed into call sheet memoranda by the Compliance Officer and Head, Internal Control and Audit for further action.
ii. Where upon investigation by the Compliance Officer and Head, Internal Control and Audit, a prima facie case is established, the Reports shall be transmitted to the Managing Director.
iii. Where the matter relates to a report against a Director (excluding the Managing Director), irrespective of of the type of incident, it shall be reported to the Chairman.
iv. Whistle blowers are not required or obliged to disclose their identities to Vetiva. However, in the event that the whistle blower willfully discloses his/her identity, it shall remain undisclosed until the complainant elects otherwise in writing.
v. 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 the Executive Management to ensure that the whistle blowers are protected from victimization.
vi. The person or persons against whom the allegations are made shall be informed of the allegation and the evidence supporting it and must be allowed to react in writing before investigations are concluded.
vii. If on preliminary investigation, the allegation is judged to be wholly without substance or merit, the allegations may be dismissed and the person making the allegation will be so informed.
viii. Where an allegation is found to be valid, the Management shall constitute a Disciplinary Committee to review the matter and apply appropriate sanctions on the erring staff.
ix. Where necessary, the matter shall be reported to the relevant Law Enforcement Agency or appropriate Regulatory Bodies for any further sanctions or prosecution.
x. All allegations, including those dismissed after preliminary examination, and the result of their investigation must be reported to the Board Audit Committee.
xi. If someone who has made an allegation remains dissatisfied with the outcome of the investigation, the issue should be escalated to the Board Audit Committee.
5. Protection of the Whistleblower
The company (Vetiva) guarantees the protection of whistleblowers to the best of her ability. This policy makes provision to protect employees making genuine disclosure relating to corruption, misuse of power or criminal offense or general misconduct by an employee of Vetiva. Vetiva shall not retaliate and Vetiva shall protect informants from retaliation provided disclosures are made
▪ In the best interest of Vetiva
▪ Without malice or mischief
▪ In the reasonable belief that it is intended to show malpractice or impropriety
▪ To an appropriate person or authority.
Any report by a whistleblower substantiated to be an act of malice, hatred, mischief or knowingly false, shall be viewed as an act of grave misconduct and consequently dealt with, in accordance with the company’s policy as contained in the employee’s handbook. The Company shall not subject a whistleblower to any disadvantage or difficulty. Where an informer feels unfairly treated owing to his/her action, he/she is encouraged to escalate to the Head, Human Resources or Executive Management. Where necessary, compensation of whistleblowers that have suffered any disadvantage or ill-treatment may be considered at the discretion of the Executive Management. Any retaliation including, but not limited to, acts of discrimination, reprisal, harassment, negative or short-changed appraisal, or threats against an informer due to disclosure(s) made, shall be treated as grave misconduct and dealt with accordingly.
6. Confidentiality
The Company encourages whistleblowers to voice genuine concerns openly or privately under this policy. The Company further guarantees that the identity of the whistleblower reporting an incident would remain confidential regardless of the mode of reporting. However, where it becomes necessary for the investigation panel to reveal the identity of the whistleblower for investigative purpose, a panel representative would discuss this with the whistleblower concerned, to seek permission to reveal his/her identity. The whistleblower must consent before such disclosure is made, otherwise the identity remains confidential. This policy penalizes an employee who discloses the identity of an informer without prior permission.
7. Contact
All queries and clarifications arising from this Policy should be directed to the Human Resources Department humancapitalmanagement@vetiva.com, Internal Control Department internalcontrol@vetiva.com or the Legal and Compliance Department legal@vetiva.com.
8. Review
This policy is subject to periodic review by the Compliance department as regulatory developments may demand.