Download Whistle Blowing Policy PDF

Introduction

1. APT Security and Funds Limited in ensuring a high ethical standard in all its business activities has established a code of ethics which set out the standard of conduct expected in the management of its businesses across the company. All stakeholders are expected to comply with these standards in the discharge of their duties. In furtherance of this, APT securities and Funds Limited Whistleblowing Policy and Procedure provides achannel 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 for the purpose of this policy is the act of reporting perceived unethical conduct of employees, management, directors, and other stakeholders by an employee orother 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 in compliance with the requirements of various regulatory authorities with oversight on the activities of the company on whistleblowing, particularly section 32 page 428 of the Securities and Exchange Commission rule book 2013 “whistleblowing policy”.

Objective of the Policy

1. 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: a. To ensure all employees feel supported in speaking up in confidence and reporting matters they suspect may involve improper, unethical or inappropriate conduct within the company; b. To encourage all improper, unethical or inappropriate behavior to be identified and challenged at all levels of the company; c. To provide clear procedures for reporting and handling such concern(s) d. To proactively prevent and deter misconduct which could impact the financial performance and damage the company`s reputation; e. To provide assurance that all disclosures will be handled seriously, treated as confidential and managed without fear of reprisal of any form; and f. To help promote and develop a culture of openness, accountability, and integrity.

Scope of the Policy

1. This policy and procedure manual is designed to enable employees and other relevant stakeholders to report any perceived act of impropriety which should not be based on mere speculation, rumors, and gossips but on knowledge of facts. Reportable misconducts covered under this policy include:-  All forms of financial malpractices or impropriety such as fraud, corruption, bribery, theft and concealment;  Failure to comply with legal obligations, statutes, and regulatory directives;  Actions detrimental to Health and Safety or the work environment; Any form of criminal activity;  Improper conduct or unethical behavior that undermines universal and core ethical values such as integrity, respect, honesty, accountability and fairness;  Other forms of corporate governance breaches;  Connected transactions not disclosed or reported in line with regulations;  Insider dealing;  Non-disclosure of interests;  Sexual or physical abuse of staff, customers, prospective staff, service providers and other relevant stakeholders; and  Attempt to conceal any of the above listed acts. The above listed reportable misconducts 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 general public and appropriate sanctions applied. Finally, this policy does not cover individual staff grievances and other employee related matters already covered in the staff hand-books of APT Securities and Funds Limited.

Board and Management Commitment to the Policy

1. The Board and Management are aware that a robust internal system for employees and other relevant stakeholders to disclose workplace malpractices without fear of reprisal shows that employees take their responsibilities seriously, and also 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.

Policy Statement

1. APT Securities and Funds Limited 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. To maintain these standards, the company encourages employees and relevant stakeholders who have material concerns about suspected misconduct or any breach or suspected breach of law or regulation that may adversely impact the group, to come forward and report them through appropriate channels (in certain cases on a confidential basis) without fear of retribution or unfair treatment. 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 investigate promptly any reported misconduct and to protect those who come forward to report such activities. The company further assures that all reports shall be treated in strict confidence. The Company`s 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.

Whistleblowing Procedure

1. 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 Internal Whistleblowing Procedure Internal whistleblowing involves staff members across the company raising concerns about unethical conduct. The following procedure shall be adopted for the purpose of internal whistleblowing: S/N Steps Action 1 Step One Raising concern(s) by whistleblower - medium and format. An internal whistleblower may raise concern through any of the following media (this can be done either by declaration or in confidence/ anonymously):  Formal letter to the Managing Director, or the Head Internal Audit APT Securities and Funds limited  Dedicated phone number/ communicator chat. 08033054105 MD/CEO, 08033146939 Chairman Audit Committee,  Dedicated email address: aptsecuritieswhistleblowing@aptsecurities.com  agumi@yahoo.com  Via APT securities website: Where the concern is received by staff other than the Managing Director or the Head, Internal Audit, the recipient of such concerns shall be required to;  Immediately pass the concern(s) to the Head, Internal Audit with copy to the Managing Director, Apt securities and Funds limited.  If the concerns affect the Head, of Internal Audit, the Managing Director, Apt securities and Funds shall be notified; and where a Managing Director/CEO is involved, such concern shall be directed at the Chairman Board Audit Committee and where it involve chairman board audit committee, the chairman of the company shall be notified, where it involve chairman of the company the Securities and exchange commission or NGX shall be notified. 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. Disciplinary measures in line with the staff handbook shall be taken against any staff that receives concerns and fails to escalate. Also, disciplinary measure shall be taken against an internal whistleblower who acted out of malice. 2 Step Two Investigation of Concerns and update on progress of investigation. The Head, Internal Audit shall on receipt of the concern(s) acknowledge receipt of the concern from the whistleblower within 3 working days, 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 group`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, Internal Audit shall refer the matter to appropriate quarters for further action. Where necessary the Head, Internal Audit shall provide update 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 frivolousor unwarranted, the Head, Internal Audit shall ignore such concern, and where necessary disciplinary measure in line with Human Resources policy shall apply to staff involved. 3 Step Three Report of Investigation and action on report. Upon conclusion of investigation, the Head, Internal Auditshall submit his/her report to the Human Resources or the appropriate authority for further action(s). Where necessary the Head, Internal Audit shall escalate to the Managing Director. However, annual report to keep the Managing Director abreast of developments in whistleblowing shall be submitted by Head, Internal Audit. All disciplinary action relating to the report shall follow the Group`s disciplinary procedure as contained in the staff hand book. 4 Step Four Non-Satisfaction with result of investigation/action In the event that 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 Chairman of the Board Audit Committee. Any internal whistleblower that feels victimized can report his/her grievance(s) to the Chairman, Board Audit Committee. This is without prejudice to the fundamental right of the internal whistleblower to seek redress in the court of law. 7.2 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, consultant, job applicants, and the general public. External whistleblowing shall follow the following procedure: S/N Steps Required Action 1 Step One Raising concern(s) by whistleblower: - medium and format. An external whistleblower may raise concern through anyof the following media (this can be done either by declaration or in confidence/anonymously):  By a formal letter to the Managing Director, or Head, Internal Audit.  Dedicated phone number as contained on the website: www.aptsecurities.com  Dedicated email address:  Electronically log into: www.aptsecurities.com  Directly to the Managing Director, Apt securities and funds limited.  Directly to the Head, Internal Audit, Apt securities and Funds Ltd. Where the concern is received by staff other than the Managing Director and the Head, Internal Audit, the recipient of such concerns shall be required to;  Immediately pass the concern(s) to the Head, Internal Audit with copy to the Managing Director but ensuring confidentiality of the concern.  If the concerns affect the Head, Internal Audit, the Managing Director is notified, and where Executive Director is involved, such concern shall be directed at the chairman Board Audit Committee. The concern(s) shall be presented in the following format;  Background of the issue (with relevant dates)  Reason(s) why the whistleblower is particularly concerned about the situation. Disciplinary measures in line with the staff hand book shall be taken against any staff that receives concerns from an external whistleblower and fails to pass same to the appropriate authority. 2 Step Two Investigation of Concerns and update on progress of investigation. The Head, Internal Audit shall on receipt of the concern(s) acknowledge receipt from the whistleblower within 3 working days, and immediately commence investigation. The purpose of investigation is 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 wrong doing, prevent any further loss of assets, damage to the group`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, the Head, Internal Audit shall refer the matter to the appropriate quarters for further action. However, if the concern raised by the whistleblower is frivolous or unwarranted, disciplinary action shall be taken Where it is established that a criminal activity has taken place, the matter may be referred to the Nigerian Police Force, and where necessary, appropriate legal action taken. Where necessary the Head, Internal Audit shall provide update of the progress of investigation to the whistleblower. 3 Step Three Report of Investigation and action on report. Upon conclusion of investigation, the Head, Internal Audit shall submit his/her report to the Human Resources or the appropriate authority for further action(s). Where necessary the Head, Internal Audit shall escalate to the Managing Director. However, annual report to keep theManaging Director abreast of developments in whistleblowing shall be submitted by Head, 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 service provider, and if necessary terminate the agreement. 4 Step Four Non-Satisfaction with result of investigation/action. In the event that 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 Chairman of the Board Audit Committee for further action. An external whistleblower shall be at liberty to report to appropriate regulatory body or seek further redress in the court of laws If he/she is not satisfied with the action taken to address the concern(s). 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 investigation, since the diverse nature of potential concerns may make this impracticable. The Head, Internal Audit shall endeavor to resolve all concerns within five weeks. Where for any reason, proper resolution is unable to be achieved within this time frame; the Head, Internal Audit shall advice the Managing Director accordingly, and report to the Chairman, Board Audit and Risk Assessment Committee. 9. Protection and Compensation for 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 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 unanimous disclosure:  seriousness of the issues being reported;  the significance and credibility of the concern; and  the possibility of confirming the allegation. 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 whistleblower 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 disclosure outside of the prescribed channels (e.g. media-print or electronic), or their disclosures may not be protected