Whistle-Blowing Policy
1. POLICY STATEMENT
Midwestern Oil & Gas Company Limited (“Midwestern” 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 the reporting of fraud, unethical and illegal behaviour, and breaches of Midwestern’s values in the conduct of the Company’s business.
2. OBJECTIVES
The objectives of this Policy are:
a. To provide avenues for stakeholders to confidentially and anonymously make reports of fraud, unethical and illegal behavior and breaches of Midwestern’s values.
b. To proactively prevent and deter misconduct which could impact the financial and non- financial performance as well as damage the Company’s reputation.
c. To enable early reporting to Management and the Board of Directors (‘’Board’’) about acts of fraud, unethical and illegal behavior and breaches of Midwestern’s values.
d. To reassure Whistle-blowers that they will be protected from punishment or unfair treatment for disclosing genuine concerns in accordance with the procedures defined herein.
e. To help develop a culture of openness, accountability, and integrity.
f. To serve as a means of communicating to all stakeholders, the reporting avenues available to them.
3. SCOPE
This Policy governs the reporting and investigation of fraud, unethical and illegal behavior and breaches of Midwestern’s values within Midwestern’s operations and the protection offered to Whistle-blowers.
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 Midwestern’s Human Resources Department.
4. APPLICATION
This Policy is applicable to stakeholders of Midwestern including all employees, prospective employees, customers, vendors, contractors, consultants, creditors, service providers, agents, third party personnel, shareholders, directors and other stakeholders of Midwestern.
5. DEFINITIONS
| Reference | Term | Definition |
|---|---|---|
| 5.1 | Asset Misappropriation | It is the use of the assets of an organization for personal benefits. It consists of theft of cash, misuse and theft of non-cash items, fraudulent disbursements, among others. |
| 5.2 | Corruption | It is the wrongful use of influence to obtain a benefit for oneself or another person, contrary to the duty or rights of others. It consists of bribery, receipt of illegal gratuities, receipt of kickbacks, relationships with third parties which may lead to conflict of interests, among others. |
| 5.3 | Discrimination | It is the act of treating someone differently or unjustly based on some characteristic. |
| 5.4 | Fraud | It is defined as an intentional act of misrepresenting the truth or concealment of a material fact performed by an individual or a group of persons in order to directly or indirectly gain an unlawful or unfair advantage. Fraud involves a deliberate act of deception with the intent to conceal such act. |
| 5.5 | Fraudulent Financial Statements | It is the deliberate misrepresentation of the financial affairs of an organization via intentional misstatement, commission or omission of amounts or disclosures in the financial statements in order to mislead users of the financial statements. |
| 5.6 | Occupational Fraud | This refers to the intentional use of one’s role in an organization to directly or indirectly gain an unlawful advantage. Occupational fraud is classified into three (3) namely: fraudulent financial statements, asset misappropriation and corruption. |
| 5.7 | Unethical and Illegal Behavior and breaches of corporate values | This includes but is not limited to occupational fraud, misconduct, violation of laws and regulations relating to the Company’s operations, violation of Company policies, activities which are inconsistent with Midwestern’s stated values, abuse of Company assets and resources, danger to health and safety within the Company’s operations and deliberate concealment of information. |
| 5.8 | Whistle-blower | This is any person or entity making a protected report about fraud, unethical and illegal behavior and breaches of Midwestern’s values. A whistle-blower may be Midwestern’s employees, directors, customers, service providers, creditors, debtors, shareholders and other stakeholders. |
| 5.9 | Retaliation | Means any adverse action, or threat of adverse action, against an employee because they do, or about to do, any of the following: file a complaint, raise a concern, provide information, or otherwise assist in an investigation or proceeding relating to any issue they reasonably and in good faith believe to be a potential violation of the Company’s Code of Conduct; any Company policy; or any applicable law, rule, or regulation. |
See Appendix 1 for actions classified as fraud and misconduct.
6. RESPONSIBILITY FOR THIS POLICY
6.1. This Policy should be made known to employees, stakeholders such as contractors, customers, service providers, creditors, and shareholders. The Board Audit Committee has responsibility for the establishment of this Policy and the mechanism for reporting any fraud, unethical and illegal behavior and breaches of Midwestern’s values. The Board Audit Committee is also responsible for ensuring that this Policy is effectively enforced. While the Board Audit Committee may delegate the execution of this Policy to the Head, Legal & Compliance, the responsibility for the Policy will remain with the Board Audit Committee.
6.2. The Board Audit Committee should reaffirm continually its support for and commitment to the whistle-blowing mechanism.
6.3. Head, Human Resources in conjunction with the Head, Legal & Compliance is responsible for ensuring that new hires of Midwestern and existing employees are aware of the provisions of this Policy. This may be communicated via induction programs, periodic emails, awareness sessions, intranet postings, posters in strategic places among others.
6.4. Heads of departments dealing with personnel who are not employees of Midwestern such as contractors, vendors etc. should ensure that the content of this Policy is communicated to such personnel. This may be communicated via inclusion of extracts of the provisions of this Policy in contracts/agreements, organizing awareness sessions, display of the Policy on Midwestern’s website among others.
Management and department heads are responsible for ensuring awareness among employees and third parties through training, communications, and contractual provisions.
7. PROTECTION OF WHISTLE-BLOWERS AND CONFIDENTIALITY
7.1 A Whistle-blower is encouraged to report genuine concerns without malice or consideration of personal benefit where the Whistle-blower has a reasonable basis to believe that the report is true and factual.
7.2. Whistle-blowers 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 behavior and breaches of Midwestern’s values in compliance with this Policy will be protected against any act(s) of retaliation.
7.3. Any Whistle-blower who suffers any detriment by reason of reports made will be adequately compensated.
7.4. Midwestern will designate a relevant committee to ascertain if a Whistle-blower has suffered any detriment from making a report. The committee will also be responsible for determining the appropriate compensation for such Whistle-blower.
7.5. 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 has a negative impact on the Whistle-blower.
7.6. Midwestern shall treat all reports arising from whistle-blowing in a confidential manner. The identity of the Whistle-blower shall be kept confidential. Reports are allowed to be made anonymously and every attempt is made to protect the identity of the Whistle-blower where this information is offered.
8. NON-RETALIATION
8.1. 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 Midwestern who provides information or otherwise assists in an investigation or proceeding regarding any conduct within the scope of this Policy (see Appendix I).
8.2. Any employee, customer, vendor, contractor, consultant, creditor, service provider, agent, third party personnel, shareholder, director and other stakeholders of Midwestern 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 Head, Legal & Compliance or alternatively through the Whistleblowing channels.
8.3. Any employee or third-party personnel of Midwestern who retaliates against a person who has reported a violation in good faith will be subject to discipline in line with the Company’s Disciplinary Policy.
9. WHISTLE-BLOWING GUIDELINES
9.1. Stakeholders should report fraud, unethical and illegal behavior and breaches of Midwestern’s values as soon as such incidents are detected to enable Management to take immediate actions on responding to incidents noted.
9.2. Employees and stakeholders may report fraud, unethical and illegal behavior and breaches of Midwestern’s values via the internal reporting channels within Midwestern such as reporting to the Line Managers, Head of Departments, Head, Legal & Compliance as well as reporting via the external whistle-blowing channel.
9.3. In order to promote the anonymity of whistle-blowers, the Company has provided an external whistle-blowing mechanism which includes a dedicated e-mail address, hotlines and a web link through which reports can be made. The external whistle-blowing mechanism is managed by Andersen, an independent service provider. Please refer to appendix 2 for details of the independent ethics line.
9.4. For whistle-blowers reporting via the telephone numbers and email of the independent ethics line, a reference number is provided to all whistle-blowers which can be utilized in making a follow up call or seeking feedback on complaints made.
9.5. Reports made to the independent ethics line are communicated confidentially and anonymously to the appropriate recipients within Midwestern. The independent ethics line will always send concerns/complaints reported to at least two (2) recipients and will ensure that these recipients are independent of the allegations.
9.6. The independent ethics line will not divulge the identity of the whistle-blower to Midwestern except the whistle-blower agrees to the independent ethics line disclosing his/her identity to Midwestern.
10. PROCEDURES FOR RECEIVING AND INVESTIGATING REPORTS
10.1. Reports shall be made in writing or in person or by telephone. The whistle-blower shall set out the background and history of the report, providing names, dates, parties involved and places where possible, and the reason why he/she is particularly concerned about the situation. Lack of complete information about an incident should however not discourage potential Whistle-blowers from ‘speaking out’.
10.2. Reports made to the independent ethics line shall be forwarded to the appropriate Management level personnel of Midwestern or selected members of the Board Audit Committee (where applicable) within 24 hours of receipt or as soon as possible in accordance with the predefined format for reporting. See appendix 3 for list of recipients.
10.3. Where a report has been made, the Head, Legal & Compliance or 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 Committee (where applicable).
10.4. The Head, Legal & Compliance is authorized to receive the report and liaise with the Internal Audit Department for investigation of the report under the authority of the Board Audit Committee. The Internal Audit Department will not be responsible for investigating reports made where such reports implicate the department or any member of the department. In such instances, the Managing Director shall delegate such investigation to the External Auditor of the Company or an external informed third party.
10.5. Any report received by a Company Officer, Director or employee from any internal or external source should be forwarded immediately to the Head, Legal & Compliance. Where a report implicates the Head, Legal & Compliance, such reports should be forwarded immediately to the Managing Director. Similarly, where a report involves 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 of the Board of Directors excluding the Chairman.
10.6. Promptly upon receipt from the Head, Legal & Compliance or the Managing Director, the Head, Legal & Compliance will acknowledge receipt of the reported violation and make a report of all reported violations. Details of the report will be entered into a “Whistle-blower’s Report Form”. The details to be entered include:
10.6.1. The nature of the report (including any specific allegations made);
10.6.2. The persons involved;
10.6.3. The date of receipt of the report;
10.6.4. Current status of any investigation into the report; and
10.6.5. Final resolution of the report.
10.7. The Head, Legal & Compliance will provide the Board Audit Committee on a quarterly basis with a summary of all reported cases, cases investigated, the process of investigations and the results of the investigation.
10.8. The MD/CEO may, in his discretion, consult with any member of Midwestern’s Management team who may have appropriate expertise to assist in the evaluation of a report.
10.9. The Board Audit Committee may in its discretion decide to assume the investigation of a report. In such instances, the Board Audit Committee will promptly determine what professional assistance through the External Auditor or an external informed third party, if any, it requires to conduct the investigation.
10.10. 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.
10.11. Reported violations which fall within the scope of specific procedures of Midwestern will be referred for consideration under those procedures.
10.12. 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 Midwestern’s Disciplinary Procedures and Sanctions Grid. A Disciplinary Committee will be responsible for determining if sanctions meted to culpable personnel are in line with the Sanctions Grid.
11. RETENTION OF RECORDS
11.1. The Head, Legal & Compliance will retain on a strictly confidential basis for a period of at least six (6) years, all records relating to whistle-blowing reports through to investigation and final reporting.
12. EXCEPTIONS
12.1. Any exception to this Policy must be approved in advance by the Board Audit Committee.
13. AMENDMENTS
13.1. 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 you. It is your responsibility to familiarise yourself with this Policy as amended from time to time.
13.2. This Policy is subject to review by the Head, Legal & Compliance 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
a. Any activity of bribery and corruption in violation of any relevant laws
b. Purchase of inferior goods
c. Purchase of goods at inflated prices
d. Forgery (use of fake certificates, false declaration of age, submission of counterfeit documents etc.)
e. Leakage of confidential data
f. Stealing/theft of assets
g. Misuse of Company’s assets and property
h. Fictitious reporting of events (including non-financial events)
i. Failure to comply with legal, statutory and/or regulatory requirements
j. Any conduct capable of damaging Midwestern’s reputation
k. Override of controls
l. Conflicts of interest
m. Collusion with suppliers and customers
n. Unauthorized disclosure of confidential information
o. Abuse of authority/office
p. Health and safety risks including risks to employees in the workplace and the public
q. Sexual harassment, bullying or physical abuse
r. Concealment of any malpractice, fraud, unethical and Illegal behavior and breaches of
Midwestern’s values
s. Commission of any of the aforementioned offences by Midwestern’s officers/staff
t. Other breaches of Midwestern’s code of business principles or code of conduct
This list is not exhaustive.
APPENDIX 2 – CONTACT DETAILS OF THE INDEPENDENT ETHICS LINE
The external Whistle-blowing mechanism is managed by Andersen Hotline. Issues shall be reported:
1. through the Andersen hotline: 0800-007-7325 (0-80000-SPEAK or voiced Zero – Eighty Thousand
– SPEAK); or
2. by sending an email to hotline@ng.Andersen.com or
3. via mail delivery to 47 Glover Rd, Ikoyi, Lagos; or
4. completing a simple form on a secured and confidential web line https://bit.ly/AndersenHotline(see QR code below).
