- 2.0. OBJECTIVES

The primary objective of this policy is to provide a safe and secure mechanism for staff, clients, and all stakeholders to report any unethical deeds, fraud, or misconduct without fear. In line with NOLT's dedication to achieving and maintaining high standards of business conduct and ethics, while promoting good governance, transparency and protecting the integrity of the Company, amongst others, this policy is intended to

a) Communicate the Company's commitment to protecting disclosures.
b) Encourage staff and other stakeholders to report unethical or illegal conduct or other misconduct of employees, management, directors, and other stakeholders to appropriate authorities in a confidential manner without any fear of harassment, intimidation, victimization, or reprisal of anyone for raising a concern under this policy.
c) Protect the reputation of the Company.
d) Promote the accountability culture of the Company.
e) Help the Company Identify potential risks and develop means to mitigate such risks.
f) Set out the Company's written, formal whistle-blowing policy, consisting of responsible and effective procedures for disclosure or reporting of misconduct and impropriety so that appropriate remedial action can be taken if concerns are deemed legitimate.
g) Provide sufficient information/knowledge to all employees, management, directors of the Company and other stakeholders on the idea of whistleblowing.
h) Improve Corporate Governance practices and strengthen internal controls and level of compliance.

- 3.0. SCOPE OF THE POLICY

3.1. APPLICABILITY

This policy is applicable to all staff of NOLT Finance Company Ltd, and other stakeholders who may have genuine concerns about the operations of NOLT. It also applies to NOLT'S part-time, temporary and contract staff and to all its directors and representatives, including but not limited to NOLT's clients, consultants, agents, and advisors, wherever they are located and whether they work for NOLT on a full or part-time basis. For this, all persons referred shall be known as “Stakeholders”.

However, the report should not be based on mere speculations, bias, rumors, or gossip but on personal knowledge of verifiable facts or circumstances to indicate that the reportable misconduct has occurred.

3.2. AREAS OF CONCENTRATION

a) Injustice.
b) Failure to comply with laws, regulatory directives, administrative or internal policies.
c) Unauthorized disclosure.
d) All forms of financial malpractice, fraud, or impropriety.
e) Rendition of false returns.
f) Unauthorized destruction of records.
g) Non-disclosure of interest.
h) Abuse of authority.
i) Conflict of Interest.
j) Unprofessional Conduct.
k) Bribery and Corruption.
l) Forgery.
m) Endangering the health and safety of the staff or office environment.
n) Sexual/ Physical/Verbal or Emotional Abuse of any staff, client, vendor, partner, or any stakeholder.
o) Obstruction of Internal/External regulators and auditors.
p) Breach of Code of Corporate Governance issued by the Central Bank of Nigeria.
q) Breach of Staff Code of Conduct.
r) Abuse of Bank's or Clients resources and assets.
s) Theft.

- 4.0. PILLARS OF THE POLICY

The key pillars that uphold this Whistleblowing Policy are:

(a) Confidentiality: NOLT shall ensure the safety and anonymity of all whistleblowers to encourage reporting without fear of retaliation by treating all disclosures in a confidential and sensitive manner. However, the individual making the disclosure may need to provide a statement as part of the evidence gathering process and their identity may be revealed or implied as part of the investigating process. If a criminal investigation follows, the employee or stakeholder may be needed as a witness. If this occurs, the Head of the Human Resources Department will notify the staff or whoever made the report at the earliest opportunity. While protecting the identity of a whistleblower and keeping reports confidential, NOLT shall consider the following:

The seriousness of the issues raised.
• The credibility of the concern.
• The likelihood of confirming the allegation from attributable sources.

(b) Non-Retaliation: NOLT shall put in its best efforts and capacity to prohibit any form of retaliation against individuals. This will be in the form of assurance of protection against retaliation from within and outside NOLT, as well as maintaining the confidentiality of the whistleblower's identity and person. NOLT shall treat any case of retaliation against any whistleblower as a very serious offence and appropriate sanction shall be melted out on any defaulter. Where the retaliation is done by top management, the whistle blower has the right to report to the Chairman of Board of Directors and CBN.

Where a whistleblower is threatened with retaliation because of making a report or rendering assistance in an investigation, the Head Internal Audit shall take some measures to prevent such action from taking effect. If the whistleblower believes that a retaliatory action has already been taken against him/her, a written complaint shall be submitted to the Chief Compliance Officer/Head Internal Audit. All information and documentary evidence shall also be attached. The report shall then be investigated by the Disciplinary Committee and necessary action taken.

(c) Accessible Reporting Channels: NOLT shall provide easily accessible reporting channels for whistleblowers to raise their concerns both internally and externally.

A whistle blower may raise concern either by declaration or anonymously through any of the following:
• Formal letter or email to the Chief Compliance Officer and Head Internal Audit Department with a copy to the Managing Director;
• Directly to the Managing Director/Chief Executive Officer;
• Call or text to the dedicated phone number or send a mail to the dedicated whistle-blowing e-mail; or
• Through the NOLT'S website.

There should also be channels to provide feedback to whistleblowers on the status and outcomes of their reports.

(d) Authenticity: NOLT shall not condone any form of abuse of this policy by way of malicious accusations against an Employee, Director or Third party to harm or discredit the Employee, Director or Third party. In the instances where the malicious accusation is generated by Counterparty, NOLT shall review its business relationship with such Counterparty and terminate any agreement between it and the Counterparty. All reports must be authentic and verified before escalating to the required authorities. The reported incidents shall be verified in the appropriate manner and, if they are confirmed, NOLT shall take all necessary steps to identify appropriate remedies.

(e) Awareness: NOLT shall create awareness to all staff and stakeholders on the policy, procedure, and objectives of whistleblowing in upholding integrity and accountability.

- 5.0. WHO IS A WHISTLEBLOWER?

A whistle-blower is “any person(s) whether internal or external including the 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. Whistleblowers shall have a choice between several channels for whistleblowing and communication.

5.1. TYPES OF WHISTLEBLOWERS

All stakeholders (internal and external) are key and therefore expected to play a vital role in deterring and detecting malpractices, wrong-doing or irregularity while the Board and Management provides assurance to all whistleblowers that there will be no reprisal by way of harassment or victimization arising from blowing the whistle.
There are two types of whistle blowers namely:

• Internal Whistle Blowers - employees, directors, and shareholders of NOLT who are expected to report incidents of misconduct involving peer, supervisor/superior or top management staff to relevant reporting point.

• External Whistle Blowers - can fall into any of these categories: contractors, clients, suppliers, service providers, consultants, job applicants, partners and other members of the public who report wrong doings of employees, management, or other stakeholders to the appropriate authorities.

- 6.0. REPORTING

6.1. REPORTING OBLIGATIONS

a) Any staff, individual or stakeholder who has observed any reportable misconduct is obligated to report such in compliance with the Company's whistleblowing policy. Such a report must be made timely, in good faith and
the disclosure must be authentic and reasonable.
b) Any staff, individual or stakeholder who has made any report shall be required to cooperate in any investigation and be available and accessible for additional information where and when needed.
c) No staff of NOLT shall use his/her position to prevent other employees from exercising their rights or complying with their obligations as indicated above.

6.2. REPORTING COMPONENTS

A whistleblowing report shall include the following:
a) Incident Details (with relevant dates).
b) Nature of Concerns.
c) Evidence (if available).
d) Impact of the Incident.

6.3. REPORTING PROCEDURES

a) There shall be designated phone numbers and email where all staff, public and necessary stakeholders shall have undeniable access to. This channel provides an avenue for employees and other stakeholders to report all incidents relating to the various categories of unethical conduct listed in this policy confidentially and anonymously.

b) All reports will be transmitted to designated officers within NOLT for appropriate investigation.

c) Reports of any allegation relating to fraud, theft of company assets and human resource related matters shall be escalated to the specified Management Staff.

d) Whistle blowing matters relating to breach of Code of Corporate Governance for Finance Companies in Nigeria and other types of unethical conduct shall be escalated to specified Management Staff.

e) Where the matter relates to a report against a Director(s) and the Managing Director, irrespective of the type of incident, it shall be escalated to the Chairman of the Board.

f) The report of the investigation should be sent to the Chief Compliance Officer for report rendition purposes.

g) Whistle blowers are not required to disclose their identities to the NOLT and external service provider (where applicable). In the event of the whistle blower willfully disclosing his/her identity, it shall remain undisclosed until the complainant provides written consent to NOLT or the external service provider (where applicable). These measures are necessary to maintain the confidentiality and anonymity of whistle blowers.

h) It is the responsibility of Executive Management to ensure that whistle blowers are protected from victimization. Hence, where allegations have been made lawfully without malice, the employment position of the person making it will not be adversely affected.

i) The person or persons against whom the allegations are made shall be informed of the allegation and the evidence supporting it and must be allowed to comment in writing before investigations are concluded. j) Where an allegation is found to be valid, specified Senior Management staff shall constitute a Disciplinary Committee to review the matter and apply appropriate sanctions on the erring staff.

k) Where necessary, the matter shall be reported to the law Enforcement Agency or appropriate Regulatory Bodies for any further sanction or prosecution.

l) All allegations, including those dismissed after preliminary examination, and the result of their investigation must be reported to the Audit Committee and the Board through the Board Risk Management Committee.

m) 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. The whistle blower shall be encouraged to contact the Chairman of Board of Directors.

- 8.0. INVESTIGATION TIMELINE

In line with this policy, NOLT is committed to prompt resolution of all concerns or issues raised. If the investigation of whistleblowing complaint is not concluded promptly (that is within two weeks of receipt of complaint), the Chief Compliance Officer and Head Internal Audit must keep the Managing Director/CEO abreast of progress.

- 9.0. ESCALATION TO REGULATORY AUTHORITIES

A whistleblower may choose to report directly to NOLT's regulator. Where a whistleblower is dissatisfied with the outcome of investigation or the investigation process or appears to the whistleblower that investigation process has been compromised, the whistleblower may report to the regulator via the channel below:

9.1. CENTRAL BANK OF NIGERIA (CBN)

Central Business District. P.M.B 0187
Garki Abuja.
Phone: 09-46237401
E-mail: anticorruptionunit@cbn.gov.ng

- 10.0. POLICY MANAGEMENT

The Chief Compliance Officer and Head Internal Audit Department has the overall responsibility for the operation and implementation of this policy. He/she ensures the maintenance of the record of concerns raised and the outcome of the investigations.

The Chief Compliance Officer and Head Internal Audit Department, in collaboration with the Chairman of the Audit Committee shall propose to the Board any necessary amendments to these provisions from time to time.