INTRODUCTION

The Management of FCMB Capital Markets Limited ("the Company"), being a member FCMB Group Plc. ("the Group") has a duty to conduct the Company's affairs in a responsible and transparent manner and to take into account legal and regulatory requirements under which the Company operates. The Board of the Company is also committed to the principle of sound corporate governance and behavior as enunciated in the SEC Code of Corporate Governance in Nigeria.

As such, a whistle-blowing policy and procedures of the Company are designed to encourage stakeholders to report unethical conduct and illegal violations to the attention of an internal and or external authority.

WHISTLE-BLOWING MATTERS

Conducts of members of staff (at all levels) that may be regarded as unethical and or illegal includes but not limited to the following:

  1.    All forms of financial malpractices and impropriety or fraud
  2.    Improper conduct or unethical behavior
  3.    Any form of criminal activity
  4.    Failure to comply with regulatory directive, legal obligations or statutes
  5.    Rendition of false returns
  6.    Falsification of records
  7.    Forgery (use of false certificates, false declaration of age, etc.)
  8.    Actions detrimental to Health and Safety or the environment
  9.    Commission of offence by the Company, officers/staff
  10.    Obstruction of internal/external regulators & auditors
  11.    Leakage of confidential data
  12.    Bribery and corruption
  13.    Abuse of authority
  14.    Sexual harassment
  15.    Insider Abuse
  16.    Non-disclosure of interest
  17.    Connected transactions
  18.    Concealment (including attempted concealment) of any malpractice
  19.    Other forms of corporate governance breaches

 

WHISTLE-BLOWING PROCEDURE

  1. All stakeholders will be provided with details of KPMG Ethics Line facilities via the Company's website. The KPMG Ethics Line facilities provide avenues for employees and any other person to confidentially and anonymously report all incidents relating to various categories of unethical and criminal conduct.
  2. A disclosure is deemed to have been made through the KPMG Ethics Line facilities or to the SEC and/or any other Government agency provided that such disclosure is true and reasonable.
  3. The Company shall not subject a Whistle-blower to any detriment whatsoever on the grounds that s/he has made a disclosure in accordance with the provisions of this policy.
  4. Whistle-blowers are encouraged but not required or obliged to disclose their identities to the Company and/or KPMG when reporting incidents through KPMG Ethics Line facilities. In the event of the whistle-blower willfully disclosing his/her identity, it shall remain undisclosed to the Company until the complainant provides written consent to KPMG. These measures are necessary in order to maintain the confidentiality, anonymity and/or the job of the whistle-blowers.
  5. All reports received via the KPMG Ethics Line facilities will be transcribed unto call sheet memoranda and transmitted to designated officers within the Company for further action.
  6. Reports of any allegation relating to fraud, theft of company asset and human resource related matters (e.g. sexual harassment) shall be submitted to the Executive Director(s), Company Secretary, Compliance Officer and Head of Internal Control.
  7. Where the matter relates to a Director (excluding the Executive Director (s)), or the Company Secretary, irrespective of the type of incident, it shall be reported to the Chairman of the Board and the Executive Director(s) who shall refer it to a designated officer within the Company for investigation.
  8. If the allegation is against the Executive Director(s), irrespective of the type of incident, it shall be conveyed to the Chairman of the Board and the Company Secretary.
  9. In general, every call sheet memorandum is copied to the Compliance Officer and Head of Internal Control for report rendition purposes.
  10. The Head of Internal Control shall provide the Chairman of Directors with a summary of cases reported and the result of the investigation 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 Executive Management to ensure that whistle - blowers are protected from victimization.
  11. The person or persons against whom the allegation is made shall be informed of the allegation and the evidence supporting it and must be allowed to comment in writing before investigation is concluded.
  12. If, on preliminary investigation, the allegation is judged to be wholly without substance or merit, the allegation may be dismissed and the person making the allegation will be so informed through the Ethics Line service.
  13. Where an allegation is found to be valid, Executive Management shall constitute Disciplinary Committee to review the matter and apply appropriate sanctions on the erring staff.
  14. As may be required by extant regulations and guidelines, whistleblowing incidences shall be reported to Law Enforcement Agencies or appropriate Regulatory Bodies for any further action or prosecution.
  15. All allegations, including those dismissed after preliminary examination, and the results of their investigation must be reported to the Chairman of the Board of Directors.
  16. If someone who has made a whistle - blowing allegation remains dissatisfied with the outcome of the investigation, the issue should be escalated to the Chairman of the Board of Directors who shall constitute a special panel to review the allegation.
  17. Where a Whistle-blower believes that s/he has been subjected to any detriment in contravention of the above, s/he may present a complaint to the Securities and Exchange Commission.

WHISTLE BLOWING CONTACT DETAILS

Toll free numbers for calls from MTN numbers only:

  • 0703-000-0026 (8.00 am - 5.00 pm on weekdays only)
  • 0703-000-0027 (8.00 am - 5.00 pm on weekdays only)

Toll free numbers for calls from Airtel numbers only:

  • 0708-060-1222 (8.00 am - 5.00 pm on weekdays only)
  • 0808-822-8888 (8.00 am - 5.00 pm on weekdays only)

Email: kpmgethicsline@ng.kpmg.com