Whistleblowing Policy

CONTENTS

• Section 1 – Introduction 
• Section 2 – Objectives of the Policy 
• Section 3 - Scope of the Policy/Who should blow the Whistle? 
• Section 4 - Why We Should Blow the Whistle 
• Section 5 - Scope of Coverage  
• Section 6 - How to Blow the Whistle  
• Section 7 - Whistleblowing Procedure 
• Section 8 – Confidentiality and Protection of whistleblowers  Section 9 - Feedback to the Whistle-Blower 
• Section 10 – Review of the Policy

Section 1 - Introduction 

Northquest Finance Company Limited (the “Company”) is committed to the pursuit of the principles of high integrity and sound business practices and therefore conducts its affairs in a manner consistent with the relevant laws and codes of corporate governance. As a result, all employees are required to report any unlawful, irregular, or unethical behavior they witness. Whistleblowing is the act of reporting  

wrongdoing or unethical behavior within an organization. The purpose of a whistleblowing program is to encourage officers, employees, contractors, and stakeholders to disclose any observed malpractice  or misconduct. It's crucial to emphasize that officers, employees, contractors, and stakeholders who report such allegations will be protected, as confidentiality is paramount for the effective implementation of a whistleblowing program. 

This Whistleblowing Policy (the “Policy”) primarily addresses concerns where the interests of  Northquest Finance Company Limited (the “Company”) or its stakeholders are at risk. This Policy is integral to the Company's professional integrity and underscores the value placed on honesty and respect among staff in their respective professions. It provides a structured approach to addressing  legitimate concerns that individuals within the firm may have, while also offering protection to whistleblowers from retaliation, harassment, or disciplinary actions. 

All officers, employees, contractors, and stakeholders of the Company are strongly encouraged to raise  genuine concerns about misconduct, malpractices, and unethical behaviors at the earliest opportunity and through appropriate channels. A disclosure is deemed to have been made in accordance with the CBN Guideline if the whistle-blower discloses to the Company, CBN, and/or other appropriate body  or agencies or exercise any other lawful option provided that such disclosure is true and reasonable. 

Section 2 - Objective of the Policy 

The objectives of this Policy are as follows: 

• Ensuring compliance with the Central Bank of Nigeria Guidelines and the Nigerian Code of Corporate Governance 2018. 
• Clarify what types of misconduct are reportable. 
• Fostering a culture where employees feel empowered to raise concerns regarding unethical behaviors, violations of the Company's policies, and breaches of professional codes of conduct. 
• Guaranteeing protection for whistleblowers from any potential reprisals or victimization  when disclosures are made in good faith. 
• Establishing a transparent process for addressing concerns effectively. 
• Regularly informing staff about the available channels for reporting issues. 

Section 3 – Scope of the Policy/Who should blow the Whistle? 

Employees, management, directors, customers, service providers, and other stakeholders of the Company should report any misconduct or wrongdoing associated with the Company's activities if they are aware of it or have reasonable grounds to suspect it. 

Section 4 - Why We Should Blow the Whistle 

Failure to blow the whistle, may cast doubt on the Company’s integrity. As stakeholders, we all have the right and duty to REPORT as doing nothing or silence could lead to unchecked fraud and misconduct. All unreported frauds portend the danger of loss of assets, loss of jobs and other benefits that may adversely affect everyone. 

Other benefits of whistleblowing include: 

• Fulfilment of ethical demand of moral standard. 
• Satisfaction of statutory requirement.
• Means of curbing injustice and immorality. 
• Effective tool for brand loyalty and customer satisfaction. 
• Patriotism to one’s employer, organization, society, or nation at large. 

Section 5 - Scope of Coverage 

Whistleblowers should report breaches of ethical practices that are likely to be of material significance to the Company in carrying out its functions. A breach is considered as materially significant in the  following circumstances: 

• Financial Misconduct: Including misstatement of revenues, expenses, or assets; illegal transactions. 
• Companying Practices: Such as money laundering, fraud, embezzlement, or violations of Companying laws and regulations. 
• Bribery and Corruption: Any offer, payment, or promise of value to improperly influence behavior, whether within or outside Nigeria, including interactions with government officials or  political entities. 
• Conflict of Interest: Situations where personal interests may influence official duties, including misuse of confidential information or inappropriate relations with customers or vendors. 
• Abuse: Any form of abuse towards employees, customers, applicants, contractors, or stakeholders. 
• Data Privacy: Unauthorized access or disclosure of personal data, including sensitive information like dates of birth, employment, medical or financial records. 
• Confidentiality Breaches: Unauthorized disclosure of company, customer, or third-party  confidential information. 
• Misappropriation of Funds: Including deliberate bookkeeping errors, mishandling of cash, or misuse of entrusted funds. 
• Falsification of Records: Falsification, fabrication, forgery, or unauthorized alteration of company  records or providing false information to third parties. 
• Gifts and Gratuities: Violations of company policies regarding the giving, receiving, or solicitation  of items to improperly influence business relationships. 
• Intellectual Property: Improper use, infringement, or disclosure of intellectual property rights. 
• Improper Resource Use: Unauthorized or unlawful use of company resources for non-legitimate business purposes. 
• Insider Trading: Any purchase or sale of securities based on non-public information. ▪ Theft: Unauthorized taking or removal of property with the intent to deprive the rightful owner. 
• Policy Violations: Willful or innocent actions that directly violate Company policies, procedures, or ethical standards. 
• Other Unethical or Illegal Activities: Any other unethical business practices or illegal activities not explicitly mentioned above. 

Section 6 - How to Blow the Whistle

All Stakeholders - Shareholders, Employees, Customers and other third parties that notice or identify any infractions should  submit complaints to:

• Compliance Department: Risk & Compliance Department Northquest Finance Company Limited.  Address: 8b, Oluwakayode Jacobs  Crescent, Lekki, Lagos, Nigeria Email: compliance@northquestfinance.com

• Central Bank of Nigeria: Email: anticorruptionunit@cbn.gov.ng;  ethicsoffice@cbn.gov.ng Telephone: +234-9-46239246; +234-9-46236000

Section 7 - Whistle-Blowing Procedure 

7.1. General 

• Complaints may cover any possible breach by the Company’s employee or officers of items covered in Section 5 of this Policy. 
• If the Whistle-blowing Procedure conflicts with any applicable local law or regulation, such local law or regulation shall prevail. 
• The management of the Company shall ensure that the whistle-blowing procedure is known and  available to all employees and other stakeholders. 
• The Head of Compliance Department shall be appointed as the “Reporting Officer”, unless the Board decides otherwise or directly/indirectly indicted by the whistleblower. 
• The Reporting Officer shall assist Management in the implementation of the procedure and is also  responsible for the receipt of complaints and carrying out the preliminary investigation. 

7.2 Complaints and Incidents 

• All complaints received via the designated channel shall be promptly opened by the Reporting  Officer or his/her designate in his/her absence. 
• The Reporting Officer shall perform a preliminary investigation upon receipt of any complaint from a whistleblower. 
• The Reporting officer shall discuss a reported complaint with the management of the business unit involved. 
• The Reporting Officer shall have recourse to the next (higher) level of Management if  Management itself is the object of complaint. 
• The whistleblower shall report his complaint to the Compliance Department and such shall be investigated within the interest of objectivity, fairness and professionalism. 
• The whistleblower shall not be required to prove the truth of an allegation but must demonstrate  that there are sufficient grounds for the concern raised. 
• The Reporting Officer will advise the management to close the complaint if his investigation  shows no justification for the complaint. 
• The whistleblower will be given general information on the progress of the investigation (and its outcome) unless the whistleblower prefers not to be informed or this would be detrimental to the whistleblower or the investigation or there are other cogent reasons not to inform the  whistleblower. 
• The Reporting Officer is responsible for informing the whistleblower if the complaint has been settled or closed. 

7.3 Reports to the Board 

• The Reporting Officer shall report the results of investigations and settlement of all complaints to the Board on a quarterly basis and make such other reports/returns to the regulator as at when required.

7.4 Reports to the Chairman of the Board 

• The Reporting Officer shall report any complaints against any member of the Company’s Board  to the Chairman of the Board of Directors. If, however, the Chairman of the Board is the object of a complaint, the Reporting Officer will report the complaint to the Chairman, Risk and Audit  Committee. 

7.5 Records of all Activities 

• The Reporting Officer will maintain records of all his activities, reports and information received. All the sources of information which formed the basis of the report will be kept confidential. 

Section 8 - Confidentiality and Protection of Whistleblowers 

8.1 Protecting the Identity of a Whistleblower 

The Company recognizes that fear of retribution, discrimination, or victimization is a significant deterrent for potential whistleblowers. Protecting the identity of whistleblowers is essential to ensure they do not face any reprisals. This protection is crucial for fostering an environment where potential whistleblowers feel safe to report legitimate concerns. 

The Company commits to not subjecting any whistleblower to any form of harm or disadvantage for making a disclosure in accordance with this policy. "Harm" includes but is not limited to termination, demotion, suspension, threats, redundancy, withholding of entitlements, undue  influence, duress, harassment, or any form of discrimination or retaliation against employees or  stakeholders who raise legitimate concerns about wrongdoing. Any act, including attempted  retaliation, discrimination, or victimization by Company staff against employees, customers, third parties or stakeholders for raising legitimate concerns of wrongdoing as outlined in this Policy, will be considered gross misconduct. Such actions will result in appropriate sanctions from the Company, which may include dismissal or termination of employment. 

The protection the Company can give parties external to the Company shall be limited to the capability of the Company in such circumstances. Any retaliatory action against a contractor or  its employees, agents or representatives by the Company’s employees or by Company’s  contractors because of a disclosure made by such persons under the Policy will be treated as misconduct and subject to disciplinary action. If retaliation occurs at the hands of Company’s contractors, then the contract in question will become subject to immediate review and possible  termination. 

8.2 Disclosure of Identity: 

The Company is committed to safeguarding the identity of whistleblowers and will take all necessary steps to do so. Whistleblowers have the choice to either disclose their identity or remain anonymous when reporting an incident. If a whistleblower chooses to reveal their identity,  the person entrusted with this information must not disclose it to anyone without the prior written  consent of the whistleblower. The whistleblower retains the sole authority to grant or deny  consent. Unauthorized disclosure of a whistleblower's identity is considered gross misconduct  and will result in appropriate sanctions from the Company. 

8.3 False Allegations: 

The Company discourages the use false allegations due to malicious intents. Malicious use of the  whistleblowing process will not be tolerated and if there is evidence that an employee is making malicious use of the process, the matter will be investigated, and sanctions applied. 

Section 9 - Feedback to The Whistle-Blower 

• Request for Additional Information: The Reporting Officer shall revert to the whistleblower should any further information or  supporting document be required to conduct detailed investigation. This should be done via the channels with which the Whistle blower logged the initial complaint or other means as may be suggested by the whistleblower. 
• Reply to the Whistle – Blower: While the purpose of this Policy is to enable the Compliance Department to investigate the concerns of the Whistleblower and take appropriate steps to deal with it, the Company through the Compliance Department will give the whistleblower as much feedback as it can. The Compliance Department may not be able to inform the whistleblower the precise action the  Company takes in cases where this would infringe on the duty of confidentiality owed by the Company to its stakeholders. 

Section 10 - Review of the Policy 

This Policy will be reviewed every three years (3) to ensure its continued compliance with applicable  regulations and that it remains relevant and effective. The Head of Compliance will be responsible  for ensuring the periodic review and the effectiveness of the program and implementing the necessary measures to enhance its effectiveness under the supervision of the Chairman, Risk and  Audit Committee of the Board.