Whistleblower

1. Introduction

The Board and Management of Sunbeth Global Concept Limited (“SGCL” or the  “Company”) is committed to ensuring openness and clear communication in all dealings  with its officers, employees, contractors, vendors, service providers, job applicants,  suppliers, shareholders, and other stakeholders with whom it engages. SGCL recognizes  that effective and honest communication is essential in upholding its core values and  ensuring that negative business practices are detected and addressed promptly with a  view to preserving the reputation and integrity of the Company.

In furtherance of this, SGCL Whistleblowing Policy and Procedure provides a channel for the Company`s employees and other relevant stakeholders to raise concerns about workplace malpractices, in a confidential manner; for the Company to investigate alleged malpractices and take steps to deal with such in a manner consistent with the Company’s policies and procedures and relevant regulations.

Whistleblowing is the act of reporting perceived unethical conduct of employees,  management, directors, and other stakeholders by an employee or other persons to  appropriate authorities.  This policy and procedure manual outline the Company`s Policy on whistleblowing and  the procedure for investigating and dealing with all reported cases of illegal and unethical  conduct and any other misconduct across the Company. This policy is compliant with the  requirements of various regulatory authorities with oversight on the activities of the Company on whistleblowing, particularly with section 19 of the Nigeria Code of Corporate  Governance 2018 which in essence stipulates that companies have a whistleblowing  Policies that is communicated with all stakeholders.

2. Objective of the Policy

This policy and procedure manual is intended to encourage staff and other relevant stakeholders to report perceived unethical or illegal conduct of employees, management, directors and other stakeholders across the Company to appropriate authorities in a confidential manner without any fear of harassment, intimidation, victimization or reprisal of anyone for raising concern(s) under this policy. Specific objectives of the policy are:

• To ensure all employees feel supported by speaking up confidently and reporting matters they suspect may involve improper, unethical or inappropriate conduct within the Company.
• Provide a discreet and confidential channel for escalating concerns without fear of reprisal.
• To provide clear procedures for reporting and handling such concerns.
• To proactively prevent and deter misconduct which could impact the financial performance and damage the Company`s reputation.
• To provide assurance that all disclosures will be handled seriously, treated as confidential and managed without fear of reprisal of any form; and
• To help promote and develop a culture of openness, accountability and integrity.


3. Scope of the Policy

This policy and procedure manual is designed to enable employees, members, and other relevant stakeholders to report acts of impropriety to appropriate authorities. The report should, however, not based on mere speculation, rumors, or gossip but on personal knowledge of verifiable facts or circumstances to indicate that the reportable misconduct has occurred or is likely to occur. All staff and stakeholders are protected from victimization, harassment, or  disciplinary action due to any disclosure, where the disclosure is made in good faith and is not made maliciously or for personal gain. Reportable misconduct covered under this policy includes:

• All forms of financial malpractice or impropriety such as fraud, corruption, bribery, or theft.• Actions detrimental to Health and Safety or the Environment.
• Any form of criminal activity.
• Improper conduct or unethical behavior undermines universal and core ethical values such as integrity, respect, honesty, accountability, fairness, etc.
• Failure to comply with regulatory directives, administrative or internal policy framework
• Failure to comply with legal obligations or statutes.
• Other forms of corporate governance breaches.
• Involvement in related party Transactions
• Insider abuse.
• Non-disclosure of interest.
• Sexual or physical abuse of any staff, member, applicant, service provider, and other relevant stakeholders.
• Conduct translating to gross waste of resources.
• Attempt to conceal any of the above-listed acts.

The above listed reportable misconduct or concerns are not exhaustive. However, judgment and discretion are required to determine misconduct that should be reported under this policy. The general guide in identifying reportable misconduct is to report concerns which are repugnant to the interest of the Company and the public and appropriate sanctions applied. This policy covers the activities of Sunbeth Global Concepts Limited.

Finally, this policy does not cover individual staff grievances and other employee-related matters already covered in the staff handbooks of SGCL.

4. Board and Management

Commitment to the Policy
The Board and Management are aware that a robust internal system for employees and other relevant stakeholders to disclose workplace malpractice without fear of reprisal shows that employees take their responsibilities seriously and helps to avoid the negative publicity that often accompanies disclosures to external parties. Hence the Board of Directors and Management is committed towards promoting a culture of openness, accountability and integrity, and will not tolerate any harassment, victimization or discrimination of the whistleblower provided such disclosure is made in good faith with reasonable belief that what is being reported is fact.

5. Policy Statement

SGCL is committed to the highest standards of openness, probity, accountability and high ethical behavior by helping to foster and maintain an environment where employees and other stakeholders can act appropriately, without fear of reprisal. The Company conducts its business on the principles of fairness, honesty, openness, decency, integrity and respect. It is the intention of this policy to encourage employees and other relevant  stakeholders to report and disclose improper or illegal practices or activities. The Company is committed to investigating promptly reported misconduct and to protect those who come forward to report such activities. The Company further assures that all reports shall be treated with strict confidence.  The Company operating procedures are intended to detect and prevent or deter improper activities. However, the best systems of controls may not provide absolute safeguards against irregularities. This policy is intended to investigate and take appropriate action against any reported misconduct or concern.

6. Roles and Responsibilities

The following are the roles and responsibilities of key parties in the whistleblowing
process:

Responsible Officers Responsibilities
Whistleblower
Whistleblowers are expected to act in good faith and should refrain from making false accusations when reporting his/her concern(s) and provide further evidence at his/her disposal to aid investigation of the issues reported.
Suspect
Suspect has a duty to cooperate during the period of investigation including provision of relevant information, documents or other materials as may be required by the investigator.
Investigator/ Head of Internal Audit
The Head of Internal Audit is expected to handle all matters with high professionalism, confidentially and promptly. He/ She shall be independent and unbiased in carrying out investigation. The Head of Internal Audit has the responsibility of acknowledging all concern(s) reported and reporting on the progress of investigation to the whistleblower. The Head of Internal Audit shall on a quarterly basis provide to the Chairman of the Board Audit Committee a summary of all cases reported and the result of the investigation. The Head of Internal Audit /Investigator shall refrain from discussing or is close matters under investigation
Chief Human Resource Officer
The Chief Human Resource Officer shall handle the report of an investigation that relates to the company’s employees in line with the laid down disciplinary procedure as contained in the entity’s staff handbook.
Board Audit Committee
The Chairman, Board Audit Committee through the Company Secretary shall make available to all committee members quarterly report submitted by the Head of Internal Audit on histleblowing and treat all whistleblowing concern(s) brought to the attention of the committee.
Head of Internal Audit
Review and update the whistleblowing policy and procedure and obtain requisite Board approval
7. Whistleblowing Procedure

The whistleblowing procedure involves steps that should be taken by the whistleblower
in reporting misconduct, and steps required for the investigation of the reported
misconduct. The following procedures shall guide the whistleblowing process:

7.1 External Whistleblowing Procedure

External whistleblowers are non-staff of the Company. External whistleblowers can fall into any of these categories: contractors, service providers, shareholders, depositors, analysts, consultants, job applicants, and the public. External whistleblowing shall follow the following procedure:

Steps Action
Raising concern(s) by whistleblower

An internal whistleblower may raise concern through any of the following media (this can be done either by declaration or in  confidence/ anonymously): 

Microsoft Forms: 
https://forms.office.com/r/9EC8T38JRe

Email: whistleblower@sunbeth.net 

Dedicated Phone Number/ WhatsApp:+2348116540627 Via Sunbeth Webpage Portal.

Suggestion/Whistle Blowers Box: Placed at all company
locations

If the concerns affect the Head of Internal Audit, the Managing Director, shall be notified; and where a Director is involved, such concern shall be directed at the Chairman Board Audit Committee (copying all other members of the Board Audit Committee, particularly where such Director involved is the Chairman of the Board Audit Committee), and where the issue involves the Board Audit Committee and/or all members thereof, the complaint shall be sent to the Chairman of the Board).”

The concern(s) shall be presented in the following format.:

• Background of the concerns (with relevant dates)

• Reason(s) why the whistleblower is particularly
concerned about the situation.

• Supporting documents (if any)
Investigation of Concerns and update on progress of investigation.

The Head of Internal Audit shall on receipt of the concern(s) acknowledge receipt of the concern from the whistleblower within 2 working days and notify the Managing Director and  immediately commence investigation. The purposes of investigation are to: 


a) Establish if a wrongdoing has occurred based on the concern(s) raised, and if so to what extent; and


b) To minimize the risk of further wrongdoing, prevent any further loss of assets, damage to the Company`s
reputation and if possible, protect all sources of evidence. 


If preliminary investigation shows that the concern falls within the whistleblowing reportable concerns, then further investigation shall be carried out. If otherwise or the concern is outside the reportable misconduct, then the Head of Internal Audit shall refer the matter to appropriate quarters
for further action.


Where necessary the Head of Internal Audit shall provide updates of the progress of investigation to the whistleblower if the concerns fall within the reportable concerns.


Finally, if the concern raised by the whistleblower is frivolous or unwarranted, the Head, Internal Audit shall ignore such concern.
Report on Investigation and action on report.

Upon conclusion of investigation, the Head of Internal Audit shall submit his/her report to the GMD for review and Human
Resources for further action(s). Also, a quarterly report to keep the Managing Director and Board Audit Committee abreast of developments in whistleblowing shall be submitted by Head of Internal Audit.

If the concern(s) relates to an Executive Director, the matter shall be referred to the Chairman Board Audit Committee for further action. If the concern(s) relates to an external party (service provider), the Company shall immediately review the Service Level Agreement with such a service provider, and if necessary, terminate the agreement.
Non-Satisfaction with result of investigation/action

If the whistleblower is not satisfied with the extent of investigation and or the action taken based on the outcome of the investigation, the whistleblower is at liberty to report to the Group Managing Director or Chairman of the Board Audit Committee.
8. Time Limit for Investigation

It shall be the policy of the Company to handle investigations promptly and as fairly as possible. While it might not be possible to set a specified time frame for the conclusion of the investigation, since the diverse nature of potential concerns may make this impracticable. The Head of Internal Audit shall endeavor to resolve all concerns within four weeks. Where for any reason, proper resolution is unable to be achieved within this time frame; the Head of Internal Audit shall advice the Managing Director accordingly, and report to the Chairman, Board Audit Committee.

9. Protection and Compensation of Whistleblower

It shall be the policy of the Company to protect whistleblowers who disclose concerns, provided the disclosure is made:

• In the reasonable belief that that it is intended to show malpractice or impropriety.

• To an appropriate person or authority; and

• In good faith without malice or mischief.

While all disclosures resulting from whistleblowing shall be treated with high level of confidentiality, staff and other relevant stakeholders are encouraged to disclose their name to make the report more credible. The Company shall take the following into consideration in considering anonymous disclosure:

• Seriousness of the issues being reported.

• The significance and credibility of the concern; and

• The possibility of confirming the allegation.

The Company shall not subject a whistleblower to any detriment. Where a whistleblower feels unfairly treated owing to his/her actions, the whistleblower shall be at liberty to report to the appropriate authority. This is without prejudice to the right to take appropriate legal action. Where necessary, compensation of whistleblowers whether internal or external that have suffered detriment shall be at the discretion of Management taking into consideration regulatory guidance on compensation of whistleblowers to be issued from time to time.
Any retaliation, including, but not limited to, any act of discrimination, reprisal, harassment, suspension, dismissal, demotion, vengeance or any other occupational detriment, direct or indirect, recommended, threatened or taken against a whistleblower because he/she has made a disclosure in accordance with this policy will be treated as gross misconduct and dealt with accordingly.

Whistleblowers must ensure that they do not make disclosures outside of the prescribed channels (e.g. media-print or electronic), or their disclosures may not be protected.

10. Reward Schemes for Whistleblowers

A reward scheme is probable for whistleblowers whose identities are known. Due to confidentiality issues, the names of identified whistleblowers will be restricted to key officers in HR and investigating committee. The process will be as follows:

• Upon receipt of information from whistleblower, the authenticity of the information will be investigated.

• If information is verified, evidenced by an approved report or is preventive and predictive of an attempt which proves to be accurate, the whistleblower will be rewarded based on management discretion and the identified savings to company.

• Rewards to be given to whistleblowers will be made discreetly to protect their identity.

• Any allegation made in good faith, but not confirmed on investigation, carries no penalty.

However, where an allegation is frivolous, malicious or for personal gain, disciplinary action may be taken against the whistle-blower.

11. Communication

SGC will provide training to all employees, officers, and directors on the Whistleblowing Policy and the procedures for reporting suspected misconduct or violations. This will be conducted via the induction program for new hires and onboarding of vendors/ suppliers of the company. All employees, contractors, vendors, and other stakeholders are required to acknowledge receipt and understanding of the Whistleblowing Policy upon completion of the training.

12. Definition of terms
Complaint

An allegation or concern that is subject to investigation by the appropriate authority.
Detriment

Victimization or reprisal of a whistleblower which can take any or a combination of the following forms: dismissal, termination, redundancy, undue influence, duress, withholding of benefit and/or entitlements and any other act that has negative impact on the
whistleblower.
Good Faith

his is evident when a report or concern is made without malice or consideration of personal benefit and the employee has a reasonable basis to believe that the report is true; provided, however, a report does not have to be proven to be true to be made in good faith.


Good faith is lacking when the disclosure is known to be malicious or false.
Investigation

A process designed to gather and analyze information to determine whether misconduct has occurred and if so, the party or parties responsible
Misconduct

A failure by a staff member or other relevant stakeholder to observe the rules of conduct or standards of behavior prescribed by an organization
Suspect

A person who is alleged to have committed misconduct and subject of investigation.
Whistleblower

Any person(s) including employee, management, directors, depositors, service providers, creditors and other stakeholders of an institution who reports any form of unethical behavior or dishonesty to the appropriate authority
Whistleblowing

The act of reporting an observed/perceived unethical misconduct of employees, management, directors and other stakeholders of an institution by an employee or other person to an appropriate authority. It is an early warning system that enables an organization to find out when something is going wrong in time to take necessary corrective action.