Whistle blowing Policy

Policy Statement

Regius Asset Management Limited ("Regius" or "the Company") is committed to the highest standards of business ethics, transparency, and accountability. For this reason, this Whistle-blowing Policy ("Policy") provides a platform for reporting fraud, unethical and illegal behaviour, and breaches of Regius' values in the conduct of the Company's business.

Objectives

The objectives of this Policy are to:

1. Provide avenues for stakeholders to confidentially and anonymously make reports of fraud, unethical and illegal behaviour and breaches of Regius' values.
2. Proactively prevent and deter misconduct that could impact the company's financial performance and damage its reputation.
3. Enable early reporting to Management and the Board of Directors ("Board") about acts of fraud, unethical and illegal behaviour and breaches of Regius' values.
4. Reassure Whistleblowers that they will be protected from punishment or unfair treatment for disclosing genuine concerns in accordance with the procedures defined herein.
5. Help develop a culture of openness, accountability, and integrity.
6. Serve as a means of communicating to all stakeholders, the reporting avenues available to them.

Scope

This Policy governs the reporting and investigation of fraud, unethical and illegal behavior and breaches of Regius' values within Regius' operations and the protection offered to Whistleblowers. This Policy does not apply to or change the Company's policies and procedures for individual employee grievances or complaints relating to job performance, terms and conditions of employment which will continue to be administered by the Company's Human Resources Department.

Application

This Policy applies to Regius' stakeholders, including all employees, prospective employees, customers, vendors, contractors, consultants, creditors, service providers, agents, third-party personnel, shareholders, directors, and other stakeholders of the Company.

Definitions

Responsibility For The Policy

1. This Policy will be made known to employees and stakeholders such as contractors, customers, service providers, creditors, and shareholders. The Board Audit & Risk Committee is responsible for establishing this Policy and the mechanism for reporting any fraud, unethical and illegal behaviour and breaches of Regius' values. The Board Audit & Risk Committee is also responsible for ensuring that this Policy is effectively enforced. While the Board Audit & Risk Committee may delegate the execution of this Policy to the Group Head Audit (“GHA”), the responsibility for the Policy remains with the Board Audit & Risk Committee.
2. The Board Audit & Risk Committee should continually reaffirm its support for and commitment to the whistle-blowing mechanism.
3. The Head of Human Resources, in conjunction with the Company Secretary/Legal Adviser, is responsible for ensuring that new hires and existing Regius employees are aware of this Policy's provisions. This may be communicated via induction programs, periodic emails, awareness sessions, intranet postings, and posters in strategic places, among other methods.
4. Heads of departments dealing with personnel who are not employees of Regius, such as contractors, vendors, etc., should ensure that the content of this Policy is communicated to such personnel. This may be communicated by including extracts of the provisions of this Policy in contracts/agreements or organizing awareness sessions, among other methods.

Protection of Whistle-Blowers and Confidentiality

Protection of whistle-blowers and confidentiality are as follows:

1. A Whistleblower is encouraged to report genuine concerns without malice or consideration of personal benefit where the Whistleblower has a reasonable basis to believe that the report is true and factual.
2. Whistleblowers will not be subject to any detriment by reason of reports made. Whistle-blowers who report any form of suspected or actual fraud, unethical and illegal behaviour and breaches of Regius' values in compliance with this Policy will be protected against any act(s) of retaliation.
3. Any Whistleblower who suffers any detriment by reason of reports made will be adequately compensated.
4. Regius will designate a relevant committee to determine whether a Whistleblower has suffered any detriment from making a report. The committee will also be responsible for determining the appropriate compensation for such a Whistleblower.
5. For the purpose of this Policy, the word “detriment” includes dismissal, termination, demotion, retirement, redundancy, undue influence, duress, withholding of benefits and/or entitlements, and any other act that negatively impacts the Whistleblower.
6. Regius shall treat all reports arising from whistleblowing in a confidential manner. The identity of the Whistleblower shall be kept confidential. Reports are allowed to be made anonymously, and every attempt is made to protect the identity of the Whistleblower where this information is offered.

Non-Retaliation

1. The Company prohibits discrimination, harassment or retaliation against any employee, customer, vendor, contractor, consultant, creditor, service provider, agent, third-party personnel, shareholder, director and other stakeholders of Regius who provides information or otherwise assist in an investigation or proceeding regarding any conduct within the scope of this Policy (see Appendix I).
2. Any employee, customer, vendor, contractor, consultant, creditor, service provider, agent, third party personnel, shareholder, director and other stakeholders of Regius who legitimately and in good faith believes that he/she has been the subject of discrimination, harassment and/or retaliation for disclosing a violation or assisting with an investigation into a reported violation should immediately report to the Company Secretary/Legal Adviser or alternatively through the Whistleblowing channels.
3. Any employee or third-party personnel of Regius who retaliates against a person who has reported a violation in good faith will be subject to discipline in accordance with the Company's Policy on Discipline.

Whistleblowing Guidelines

1. Stakeholders should report fraud, unethical and illegal behaviour, and breaches of Regius' values as soon as they are detected to enable Management to take immediate action to respond to incidents noted.
2. Employees and stakeholders may report fraud, unethical and illegal behaviour and breaches of Regius' values via the reporting channels within Regius, such as reporting to the Line Managers, Head of Departments, Head Human Resources, Company Secretary/Legal Adviser and Internal Audit.
3. To promote the anonymity of whistleblowers, the Company has provided a dedicated e-mail address and phone numbers for reporting. Please refer to Appendix 2 for details of dedicated channels.
4. Reports made to the dedicated channels shall be handled confidentially and anonymously by the appropriate recipients within the Company. The Group Head Audit will always send concerns/complaints reported in line with the defined matrix. This will ensure that recipients of the report are independent of the allegations
5. The Group Head Audit and Company Secretary/Legal Adviser will not divulge the whistleblower's identity unless the whistleblower agrees to do so.

Procedures for Receiving and Investigating Reports

1. Reports shall be made in writing, in person or by telephone. The whistleblower shall set out the background and history of the report, providing names, dates, parties involved, places where possible, and the reason why he/she is particularly concerned about the situation. Lack of complete information about an incident should not discourage potential Whistleblowers from ‘speaking out'.
2. Reports made to the KPMG Ethics Line shall be forwarded to the appropriate Management level personnel of Regius or selected members of the Board Audit & Risk Committee (where applicable) within 24 hours of receipt or as soon as possible per the predefined reporting format. See Appendix 3 for a list of recipients.
3. Where a report has been made, the recipients of the reports will be responsible for reviewing all reported cases and determining an appropriate investigation plan with the MD/CEO or selected members of the Board Audit & Risk Committee (where applicable).
4. The Company Secretary/Legal Adviser and Group Head Audit are authorized to receive the report with an investigation into the report by the latter under the authority of the Board Audit & Risk Committee. The Internal Audit Department will not be responsible for investigating reports made where such reports implicate that department. In such instances, the Managing Director will be responsible for determining the appropriate resources to perform such investigation.
5. Any report received by a Company Officer, Director or employee from any internal or external source should be forwarded immediately to the Company Secretary/Legal Adviser or Group Head Audit. Where a report implicates the Company Secretary/Legal Adviser or Group Head Audit, such reports should be forwarded immediately to the Managing Director. Similarly, where a report implicates the Managing Director, such reports should be forwarded immediately to members of the Board Audit Committee. Where a report implicates any member of the Board of Directors, such reports should be forwarded immediately to the Chairman of the Board of Directors and at least one Non-Executive Director (who is not implicated in the report). Where a report implicates the Chairman of the Board of Directors, such reports should be forwarded to all members, excluding the Chairman.
6. Promptly upon receipt, the Group Head Audit will acknowledge receipt of the reported violation and make a report of all reported violations; details of the report will be entered into a “Whistleblower's Report Form”.

The details to be entered include:

1. The nature of the report (including any specific allegations made);
2. The persons involved;
3. The date of receipt of the report;
4. Current status of any investigation into the report; and
5. Final resolution of the report.
7. The Group Head Audit will provide the Board Audit & Risk Committee with a quarterly summary of all reported cases, cases investigated, the investigation process, and the investigation results.
8. The MD/CEO may, at his discretion, consult with any member of the RegiusManagement team who may have appropriate expertise to assist in evaluating a report.
9. The Board Audit & Risk Committee may, in its discretion, decide to assume the investigation of a report. In such instances, the Board Audit Committee will promptly determine the professional assistance required to conduct the investigation.
10. Certain investigations may be outsourced where it is perceived that a conflict of interest exists in performing the investigations internally or if it is more appropriate to outsource because of the position of the personnel involved in the allegations made.
11. Reported violations which fall within the scope of specific procedures of Regius will be referred for consideration under those procedures.
12. Subsequent to the conduct of an investigation where an employee or Director is found to be culpable, such personnel will be subject to disciplinary actions, including suspension, dismissal, termination, and criminal prosecution in line with Regius Disciplinary Procedures and Sanctions Grid. The Disciplinary Committee will be responsible for determining if sanctions meted out to culpable personnel are in line with the Sanctions Grid.

Retention of Records

The Company Secretary/Legal Adviser will retain, on a strictly confidential basis, all records relating to whistle-blowing reports through to investigation and final reporting. These records will be retained for a period of at least six (6) years.

Exceptions to this policy

Any exception to this Policy must be approved in advance by the Board Audit Committee.

Amendments

1. The Board reserves the right to change, delete, suspend, or discontinue any part or parts of this Policy and any procedures stated herein at any time. The Board shall promptly communicate any substantive amendments to the Group Head Audit.
2. This Policy is subject to review by the Group Head Audit every three (3) years and/or where there is a change in any regulations which affects the contents of this Policy. Such amendment(s) will subsequently be approved by the Board Audit Committee before they become effective.

Appendix 1 - Actions Classified as Fraud and Misconduct

1. Any activity of bribery and corruption in violation of any relevant laws
2. Purchase of inferior goods
3. Purchase of goods at inflated prices
4. Forgery (use of fake certificates, false declaration of age, submission of counterfeit documents, etc.)
5. Leakage of confidential data
6. Stealing/theft of assets
7. Misuse of Company's assets and property
8. Fictitious reporting of events (including non-financial events)
9. Failure to comply with legal, statutory and/or regulatory requirements
10. Any conduct capable of damaging Regius' reputation
11. Override of controls
12. Conflicts of interest
13. Collusion with suppliers and customers
14. Unauthorized disclosure of confidential information
15. Abuse of authority/office
16. Health and safety risks, including risks to employees in the workplace and the public
17. Sexual harassment, bullying or physical abuse
18. Concealment of any malpractice, fraud, unethical and Illegal behaviour and breaches of Regius' values
19. Commission of any of the aforementioned offences by Regius' officers/staff
20. Other breaches of Regius' code of business principles or code of conduct

Please note that this list is not exhaustive

Appendix 2 - Contact Details of the Dedicated reporting channels

The Whistleblowing mechanism is managed by the Head Internal Audit and Company Secretary/Legal Adviser. Issues shall be reported to the by sending an email to kpmgethicsline@ng.kpmg.com

or

By making a report via WhatsApp or phone call to:

.+234 800-123-5764

.+234 800-123-527

Weblink

https://apps.ng.kpmg.com/ethics

APP

Appendix 3 - Reporting Matrix