Palmadex Whistle-blowing Policy

PALMADEX WHISTEL-BLOWER POLICIES

1. Introduction

The Board and Management of Palmadex Global Integrated Services Limited (“PGISL” or the “Company”) is committed to ensuring openness and clear communication in all dealings with its officers, employees, contractors, vendors, service providers, job applicants, suppliers, shareholders, and other stakeholders with whom it engages. PGISL recognizes that effective and honest communication is essential in upholding its core values and ensuring that negative business practices are detected and addressed promptly with a view to preserving the reputation and integrity of the Company.

In furtherance of this, PGISL Whistle-blowing Policy and Procedure provides a channel for the Company`s employees and other relevant stakeholders to raise concerns about workplace malpractices, in a confidential manner; for the Company to investigate alleged malpractices and take steps to deal with such in a manner consistent with the Company’s policies and procedures and relevant regulations.

Whistle-blowing is the act of reporting perceived unethical conduct of employees, management, directors, and other stakeholders by an employee or other persons to appropriate authorities.  This policy and procedure manual outline the Company`s Policy on whistle-blowing and the procedure for investigating and dealing with all reported cases of illegal and unethical conduct and any other misconduct across the Company. This policy is compliant with the requirements of various regulatory authorities with oversight on the activities of the Company on whistle-blowing, particularly with section 19 of the Nigeria Code of Corporate Governance 2018 which in essence stipulates that companies have whistle-blowing Policies that is communicated with all stakeholders.

2. Objective of the Policy

This policy and procedure manual is intended to encourage staff and other relevant stakeholders to report perceived unethical or illegal conduct of employees, management, directors and other stakeholders across the Company to appropriate authorities in a confidential manner without any fear of harassment, intimidation, victimization or reprisal of anyone for raising concern(s) under this policy. Specific objectives of the policy are:

• To ensure all employees feel supported by speaking up confidently and reporting matters they suspect may involve improper, unethical or inappropriate conduct within the Company.
  • Provide a discreet and confidential channel for escalating concerns without fear of reprisal.
  • To provide clear procedures for reporting and handling such concerns.
  • To proactively prevent and deter misconduct which could impact the financial performance and damage the Company`s reputation.
  • To provide assurance that all disclosures will be handled seriously, treated as confidential and managed without fear of reprisal of any form; and
  • To help promote and develop a culture of openness, accountability and integrity.

3. 
   Scope of the Policy

This policy and procedure manual is designed to enable employees, members, and other relevant stakeholders to report acts of impropriety to appropriate authorities. The report should, however, not base on mere speculation, rumors, or gossip but on personal knowledge of verifiable facts or circumstances to indicate that the reportable misconduct has occurred or is likely to occur. All staff and stakeholders are protected from victimization, harassment, or disciplinary action due to any disclosure, where the disclosure is made in good faith and is not made maliciously or for personal gain. Reportable misconduct covered under this policy includes:

• All forms of financial malpractice or impropriety such as fraud, corruption, bribery, or theft.• Actions detrimental to Health and Safety or the Environment.
  • Any form of criminal activity.
  • Improper conduct or unethical behavior undermines universal and core ethical values such as integrity, respect, honesty, accountability, fairness, etc.
  • Failure to comply with regulatory directives, administrative or internal policy framework
  • Failure to comply with legal obligations or statutes.
  • Other forms of corporate governance breaches.
  • Involvement in related party Transactions
  • Insider abuse.
  • Non-disclosure of interest.
  • Sexual or physical abuse of any staff, member, applicant, service provider, and other relevant stakeholders.
  • Conduct translating to gross waste of resources.
  • Attempt to conceal any of the above-listed acts.

The above listed reportable misconduct or concerns are not exhaustive. However, judgment and discretion are required to determine misconduct that should be reported under this policy. The general guide in identifying reportable misconduct is to report concerns which are repugnant to the interest of the Company and the public and appropriate sanctions applied. This policy covers the activities of Palmadex Global Concepts Limited.

Finally, this policy does not cover individual staff grievances and other employee-related matters already covered in the staff handbooks of PGISL.

4. Board and Management

Commitment to the Policy
The Board and Management are aware that a robust internal system for employees and other relevant stakeholders to disclose workplace malpractice without fear of reprisal shows that employees take their responsibilities seriously and helps to avoid the negative publicity that often accompanies disclosures to external parties. Hence the Board of Directors and Management is committed towards promoting a culture of openness, accountability and integrity, and will not tolerate any harassment, victimization or discrimination of the whistleblower provided such disclosure is made in good faith with reasonable belief that what is being reported is fact.

5. Policy Statement

PGISL is committed to the highest standards of openness, probity, accountability and high ethical behavior by helping to foster and maintain an environment where employees and other stakeholders can act appropriately, without fear of reprisal. The Company conducts its business on the principles of fairness, honesty, openness, decency, integrity and respect. It is the intention of this policy to encourage employees and other relevant stakeholders to report and disclose improper or illegal practices or activities. The Company is committed to investigating promptly reported misconduct and to protect those who come forward to report such activities. The Company further assures that all reports shall be treated with strict confidence.  The Company operating procedures are intended to detect and prevent or deter improper activities. However, the best systems of controls may not provide absolute safeguards against irregularities. This policy is intended to investigate and take appropriate action against any reported misconduct or concern.

6. Time Limit for Investigation

It shall be the policy of the Company to handle investigations promptly and as fairly as possible. While it might not be possible to set a specified time frame for the conclusion of the investigation, since the diverse nature of potential concerns may make this impracticable. The Head of Internal Audit shall endeavor to resolve all concerns within four weeks. Where for any reason, proper resolution is unable to be achieved within this time frame; the Head of Internal Audit shall advice the Managing Director accordingly, and report to the Chairman, Board Audit Committee.

7. Protection and Compensation of Whistleblower

It shall be the policy of the Company to protect whistleblowers who disclose concerns, provided the disclosure is made:

• In the reasonable belief that that it is intended to show malpractice or impropriety.
• To an appropriate person or authority; and
• In good faith without malice or mischief.

While all disclosures resulting from whistle-blowing shall be treated with high level of confidentiality, staff and other relevant stakeholders are encouraged to disclose their name to make the report more credible. The Company shall take the following into consideration in considering anonymous disclosure:

• Seriousness of the issues being reported.
• The significance and credibility of the concern; and
• The possibility of confirming the allegation.

The Company shall not subject a whistleblower to any detriment. Where a whistleblower feels unfairly treated owing to his/her actions, the whistleblower shall be at liberty to report to the appropriate authority. This is without prejudice to the right to take appropriate legal action. Where necessary, compensation of whistleblowers whether internal or external that have suffered detriment shall be at the discretion of Management taking into consideration regulatory guidance on compensation of whistleblowers to be issued from time to time.
Any retaliation, including, but not limited to, any act of discrimination, reprisal, harassment, suspension, dismissal, demotion, vengeance or any other occupational detriment, direct or indirect, recommended, threatened or taken against a whistleblower because he/she has made a disclosure in accordance with this policy will be treated as gross misconduct and dealt with accordingly.

Whistleblowers must ensure that they do not make disclosures outside of the prescribed channels (e.g. media-print or electronic), or their disclosures may not be protected.

8. Reward Schemes for Whistleblowers

A reward scheme is probable for whistleblowers whose identities are known. Due to confidentiality issues, the names of identified whistleblowers will be restricted to key officers in HR and investigating committee. The process will be as follows:

• Upon receipt of information from whistleblower, the authenticity of the information will be investigated.
• If information is verified, evidenced by an approved report or is preventive and predictive of an attempt which proves to be accurate, the whistleblower will be rewarded based on management discretion and the identified savings to company.
• Rewards to be given to whistleblowers will be made discreetly to protect their identity.
• Any allegation made in good faith, but not confirmed on investigation, carries no penalty.

However, where an allegation is frivolous, malicious or for personal gain, disciplinary action may be taken against the whistle-blower.

9. Communication

SGC will provide training to all employees, officers, and directors on the Whistle-blowing Policy and the procedures for reporting suspected misconduct or violations. This will be conducted via the induction program for new hires and on boarding of vendors/ suppliers of the company. All employees, contractors, vendors, and other stakeholders are required to acknowledge receipt and understanding of the Whistle-blowing Policy upon completion of the training.