A. Introduction

AIICO Capital Limited Whistleblowing Policy sets out the principles for making, receiving, investigating and addressing disclosures raised by whistle-blowers. It outlines the appropriate escalation paths, introduces the relevant laws and legislative terms and how they apply and the responsibilities and obligations that apply to eligible recipients.

The policy contains guidance about:

• Making a whistleblowing disclosure about AIICO Capital;
• Receiving a whistleblowing disclosure made to an eligible recipient at AIICO Capital Limited;
• Protections available to whistle-blowers;
• AIICO Capital Limited’s process to investigate disclosures.

1. Policy Statement

At AIICO Capital Limited, we are guided by our organization’s values and the Code of Conduct. In circumstances regarding the conduct of our customers and suppliers, we balance our professional duty of confidentiality to our customers and suppliers with our professional duty to act in accordance with our legal obligations and organization’s values. A whistleblowing disclosure can include any concern in respect of the company’s, our service providers, our customers’ or our supplier’s work, values, people and policies.

The policy aims to provide clarity on how AIICO Capital Limited will support whistle-blowers so that they:

• Are encouraged to come forward to express their concerns and voice those concerns.
• Know how to report their concerns.
• Know their rights, including their right to remain anonymous.
• Know what will happen if they report their concerns.
• Feel safe in reporting their concerns in good faith.
• Will not be subject to retaliation, detriment or victimisation in response to reporting their concerns.
• Ensure strict compliance with the company’s policies, Code of Business Conduct and Ethics.
• Develop a culture of openness, transparency, accountability and integrity.

The policy applies to whistleblowing disclosures received from internal and external sources and forms part of AIICO Capital Limited’s regulatory compliance, risk management and corporate governance framework.

2. Scope of the Policy:

This policy and procedure manual is designed to enable employees and other relevant stakeholders report acts of impropriety to appropriate authorities. The report should therefore be based on personal knowledge of verifiable facts or circumstances to indicate that the disclosable misconduct has occurred or is likely to occur. Disclosable misconduct include and is not limited to the following:

• All forms of financial malpractices such as fraud, corruption, bribery or theft.
• Actions detrimental to Health and Safety or the Environment (HSE).
• Any form of criminal activity.
• Any breach of the code of corporate governance and other forms of Corporate Governance breaches.
• Connected transactions.
• Insider abuse.
• Non-disclosure of interest.
• Miscarriage of justice.
• Deliberate concealment or attempt to conceal any malpractice.
• Improper conduct or unethical behavior regarding integrity, respect, fairness etc.
• Failure to comply with regulatory directives or internal policy framework, as well as legal obligations or statutes.
• Use of company’s funds or property for any illegal, improper or unethical purpose.
• Tampering with or destroying any company’s accounting or audit-related records or documents except as otherwise permitted or required by company records retention policy.
• Fraud or deliberate error in the preparation, evaluation, review or audit of any of the company’s financial statements.
• Fraud or deliberate error in the recording and maintaining of the company’s financial records.
• Deficiencies in or non-compliance with the company’s internal controls, policies and procedures.
• Misrepresentations or false statements to or by an officer regarding a matter contained in the company’s financial records, financial reports or audit reports.
• Rendition of false returns to regulatory authorities.
• Non-transparency and inadequate disclosure of information.
• Any effort to mislead, deceive, manipulate, coerce or fraudulently influence any internal or external accountant or auditor in connection with the preparation, examination, audit or review of any financial statement or records of the company.
• Any other activity which undermines the company’s operations and mission.

The above notwithstanding, the company encourages employees, customers, service providers, suppliers and stakeholders to continue to raise their concerns/observations/complaints about failure in the workplace irrespective of whether they are covered in the scope of this policy or not.

The policy, however, does not replace the existing Disciplinary and Sanctions for staff.

This policy applies directly to AIICO Capital Limited’s Board of Directors, Executive Management, employees, customers and suppliers.

3. AIICO Capital Limited Roles and Responsibilities:

The roles and responsibilities of AIICO Capital Limited’s Board of Directors, Executive Management, employees, whistleblowing officers and Group Internal Audit function as regards whistleblowing are highlighted below:

4. Whistleblowing Laws and Legislations

The provisions of this Whistleblowing Policy are complementary to the requirements contained in the laws, legislations and leading practices. This policy has been developed having regard to the following relevant legislation:

• Financial Reporting Council of Nigeria (FRCN) Act, Nigeria Code of Corporate Governance 2018 (NCCG).
• Securities and Exchange Commission (SEC) Code of Corporate Governance.
• Insurance Code of Corporate Governance (NIACOM).
• Institute of and Faculty of Actuaries (IFoA).
• Securities and Exchange Commission (SEC) Rules and Regulations 2013.

This policy is available to all AIICO Capital Limited Board of Directors, Executive Management, employees and associates. However, individuals should ensure they direct questions with regard to their eligibility as a whistle-blower or recipient to the AIICO Capital Whistleblowing Officers and/or Group Internal Audit function.

5. Period Review

This policy shall review and revise every three (3) years or as often as the need arises in line with current trends and developments.

B. Definition of Terms Used in the Whistleblowing Policy

1. What is Whistleblowing?

A whistleblowing disclosure can include any concern about AIICO Capital Limited, our customers’ or suppliers’ work, values, people or policies. Any AIICO Capital Board of Directors, Executive Management, employee, officer, customer, supplier or member of the public can make a whistleblowing disclosure to any AIICO Capital Limited Board of Directors, Executive Management, officer or employee or through the AIICO Capital Limited Ethics Hotline or email to the Whistleblowing Officers.

For protections to be afforded to a whistle-blower under the legislation, a disclosure must be made by an eligible whistle-blower to an eligible recipient about a disclosable matter. This is known as a protected disclosure.

2. Types of Whistleblowing

• Internal whistleblowing: This refers to employees who report incidents of misconduct involving their fellow colleagues or top management staff to the relevant authority.
• External whistleblowing: This refers to non-employees like customers, suppliers, service providers and other members of the public who report wrong doings of employees to the relevant authority.

3. Good Faith

Good faith is evident when the report is made without malice or consideration of personal benefit and the employee has a reasonable basis to believe that the report is true; however, a report does not have to be proven to be true to be made in good faith.

Good faith is lacking when the disclosure is known to be malicious or false. Anyone reporting a concern must act in good faith and have reasonable grounds for believing the information disclosed indicates an improper accounting or auditing practice, or a violation of the Code of Ethical Conduct. The act of making allegations that prove to be unsubstantiated, and that prove to have been made maliciously, recklessly, or with the foreknowledge that the allegations are false, will be viewed as a serious disciplinary offence and may result in discipline, up to and including termination of employment. Such conduct may also give rise to other actions, including civil lawsuits.

4. Corruption

Dishonest activity in which an employee, customer or supplier of the organization acts contrary to the interests of the organization and abuses his/her position of trust in order to achieve some personal gain or advantage for him or herself or for another person or the organization.

5. Fraud

Dishonest activity causing actual or potential financial loss to any person or the organization including theft of moneys or other property by employees or persons external to the organization and whether or not deception is used at the time, immediately before or immediately following the activity.

It also includes the deliberate falsification, concealment, destruction or use of falsified documentation used or intended for use for a normal business purpose or the improper use of information or position.

6. Immunity

An undertaking given by the organization to a whistle-blower in relation to action it intends not to take against the whistle-blower as result of receiving a report of reportable conduct from the whistle-blower.

7. Investigation

A search evidence connecting or tending to connect a person (either a natural person or a body corporate) with conduct that infringes the criminal law or the policies and standards set by the entity concerned.

8. Whistleblower Protection Officer

A person or persons being a senior management or employee of the company who has responsibility for protecting whistle-blowers within the meaning of the Whistleblowing Policy.

The Whistleblower Protection Officer has responsibility for protecting a whistle-blower and his or her interests, in view of this policy, the policies under which the whistle-blower is employed and any applicable legislation.

For the purpose of this policy the Whistleblower Protection Officers include: Chief Risk & Control Officer (CRCO), Compliance Officer (CO) and Company Secretary & Senior Legal Officer (CSSLO).

9. What is a Disclosable Matter?

Disclosable matters (under the laws and legislations) involve information that the discloser has reasonable grounds to suspect concerns misconduct, or an improper state of affairs or circumstances. For a disclosure to be recognised as a whistleblowing disclosure under the law, the disclosable matter must be in relation to the affairs of the entity, customers, suppliers, employee or individual.

10. What is not Considered a Disclosable Matter?

It is important to understand the distinction between a personal or work-related grievance and a disclosable matter that may lead to a protected disclosure whereby a whistle-blower has protection available under the law and this policy.

Instances that are generally not considered disclosable matters under the whistleblowing legislation can include, but are not limited to:

• A personal grievance such as interpersonal conflict between the discloser and another employee;
• A decision relating to the engagement, transfer, promotion or termination of the individual making the disclosure.

These types of complaints concerning AIICO Capital Limited may be reported through the AIICO Capital Limited Ethics Hotline or discussed with the Head, Human Resources.

11. Dealing with False Disclosure

Where it is established by the Whistleblower Protection Officer that the whistle-blower is not acting in good faith, or he or she has made a false report of reportable conduct, then he or she will be subjected to disciplinary proceedings, including summary dismissal. Whilst not intending to at all discourage whistle-blowers from reporting matters of genuine concern, it is strongly suggested whistle-blowers ensure as far as possible that reports are factually accurate, complete, from firsthand knowledge, presented in an unbiased fashion (and any possible perception of bias of the whistle-blower is disclosed), and without material omission.

C. Making a Disclosure

1. Who is an Eligible Whistleblower?

The range of individuals who may make a protected disclosure is broad and includes both current and former employees. An individual is an eligible whistle-blower under the laws and/or legislation in relation to a regulated organization (i.e. AIICO Capital Limited) if the individual is, or has been, any of the following:

• An officer or employee of AIICO Capital Limited.
• A customer or supplier of AIICO Capital Limited.
• An individual who supplies services or goods to AIICO Capital Limited or its controlled entities (paid or unpaid).
• A contractor of AIICO Capital Limited or its controlled entities and/or their employees.
• An associate of AIICO Capital Limited.
• Relatives, spouses or dependents of any of the above.

2. What are the Reporting Options for Making Disclosure?

When a disclosure is made to AIICO Capital Limited or its controlled entities by an internal or external party, the status of the discloser (Eligible Whistleblower), the nature of the disclosable matter and who the disclosure is made to (Eligible Recipient) will determine whether the legislative whistleblowing protections apply.

AIICO Capital Limited encourages all people to report concerns regarding unethical or illegal behaviour or misconduct. Regardless of whether the whistle-blower legislation applies, AIICO Capital has policies in place to protect people who raise concerns from retaliation.

If you have a matter to report about AIICO Capital Limited or its controlled entities, you should first consider raising it via the AIICO Capital Ethics Hotline. This allows AIICO Capital Limited to address and investigate the issues raised as quickly and efficiently as possible.

A disclosure can be made online at the company’s whistle-blower’s webpage atwww.aiicocapital.com or through a dedicated email address [email protected] or via phone to the company’s Ethics Hotline +234 8033842529

This avenue is available to Board of Directors, Executive Management, employees and members of the public. The whistleblowing email box is administered by the Whistleblower Protection Officers and Chief Risk & Controls Officer, who shall render reports to MD/CEO.

Alternatively, you can also raise concerns directly with the Whistleblowing Protection Officers. You can make this contact via email, phone or in person. In lieu of making direct contact with the Whistleblowing Protection Officer, you may also contact MD/CEO to make a disclosure. All disclosures are given careful consideration, regardless of whether the disclosure qualifies for Whistleblower protection and disclosures can be made anonymously.

D. Receiving a Disclosure

1. Who is an Eligible Recipient?

A Protected Disclosure must be made to an eligible recipient to qualify for whistle-blower protection under the law and legislation. It is important all AIICO Capital Limited employees understand their obligations as both a potential eligible whistleblower and a potential eligible recipient of a protected disclosure.

Whilst a disclosure made to a non-eligible recipient may not qualify as a whistleblowing disclosure under the law or legislation and therefore, the anonymity protections do not apply to the discloser, AIICO Capital Limited addresses every report received confidentially and in accordance with our AIICO Capital Limited values and our Ethics Hotline obligations.

Once a protected disclosure is made, an eligible recipient may not delegate or discharge their legal obligation to respond.

To receive protection under this policy, standards, the law or legislation, a protected disclosure must be made to an eligible recipient, which includes:

• A director, company secretary, company officer, or senior manager of the company or its controlled entities.
• An auditor, or a member of the audit team, of the company or its controlled entities.
• An actuary of the company or its controlled entities.
• A compliance officer, or a member of the compliance team, of the company.
• A legal officer, or a member of the legal team, of the company.
• A person authorized by the company to receive whistle-blower disclosures.
• A legal practitioner of the company or its controlled entities.
• A person authorized by the company to receive disclosures that may qualify for protection, e.g. the Whistleblower Protection Officers.

If you think you may have received a disclosure that could qualify for Whistleblower protections, please refer to the guidance contained in the next section of this policy and contact the AIICO Capital Limited Whistleblowing Officer(s) as soon as possible to ensure it is handled appropriately.

2. What if I Receive a Disclosure from Customers, Suppliers or Associates?

In some circumstances a disclosure may be made to an eligible recipient at AIICO Capital Limited or its controlled entities in relation to the conduct of AIICO Capital Limited’s or its controlled entities customers, suppliers or associates.

An eligible recipient at AIICO Capital Limited or its controlled entities for a protected disclosure made to AIICO Capital Limited or its controlled entities may include:

• A member of the Internal Audit or Control team, regardless of rank.
• A member of the Risk management team, regardless of rank.
• A member of the Compliance team, regardless of rank.
• An AIICO Capital Limited person authorized to receive disclosures that may qualify for protection.

The most likely scenario would be a whistle-blower making a disclosure to an Internal Audit or Control team member or Compliance team member about a disclosable matter regarding customers or suppliers.

If you receive a disclosure or potential disclosure from a whistle-blower, it is critical that you handle the disclosure correctly and contact AIICO Capital Whistleblower Protection Officer as soon as possible.

Breaching the whistleblowing protection policy or laws may attract personal consequences, including significant civil and criminal penalties.

3. Guidance for Eligible Recipients

Your primary obligation as an eligible recipient of a protected disclosure is to ensure that the confidentiality of the disclosure and the anonymity of the discloser’s identity is maintained at all times. You should ask the discloser if they are making a whistleblowing disclosure to you.

If they say yes, ask the discloser if they consent to their identity being shared with the AIICO Capital Limited Whistleblowing Officer for the purposes of conducting an investigation. You should also ask if they consent to their identity being shared with other relevant AIICO Capital Limited parties including the MD/CEO for the purposes of assessing the disclosure and conducting an investigation.

Wherever possible, you should seek this consent in writing. If the discloser is not comfortable giving written consent, it is recommended you create a file note recording the conversation.

Ask the discloser for more information about the disclosable matter, their relationship to the company and whether they have raised their concerns with anyone else. You should inform them that you are requesting this information to enable AIICO Capital Limited to protect their anonymity and confidentiality during any assessment of the report and possible subsequent investigation. However, the discloser can decline to answer these questions.

If the discloser does not provide consent and wishes to remain anonymous, you should inform them that restricting information for the purposes of maintaining anonymity may prevent AIICO Capital Limited from investigating the disclosure effectively.

If you are unsure whether the disclosure qualifies as protected, you may communicate to the discloser that you will need to confirm whether this disclosure is protected under the whistleblowing policy, laws and/or legislation. Contact the Whistleblower Protection Officer for guidance.

You must, at all times, ensure that the identity of the whistle-blower and the confidential information is not revealed to anyone unless consent has been provided to do so.

E. Investigation by AIICO Capital Limited

1. Public Actions

The company encourages members of the public who suspect fraud and corruption to contact the Whistleblower Protection Officers or Chief Internal Auditors via the company’s whistle-blower’s webpage atwww.aiicocapital.com, email[email protected], phone +234 8033842529, or directly the MD/CEO.

For the issues raised by employees or members of the public, the action taken by the company will depend on the nature of the concern. The matter raised may be investigated internally or referred to the appropriate regulatory authorities or Nigeria Police Force (NPF).

2. Whistleblowing Handling Procedures

If an eligible recipient receives a protected disclosure, the eligible recipient is required to investigate under the Whistleblowing Policy, laws and/or legislation.

Following a whistleblowing disclosure made to the company or about customers, suppliers or associates (both former and current), AIICO Capital Limited will carry out an initial assessment of the issues raised to determine if it can investigate the disclosure.

The company may contact the whistle-blower to seek further information. A whistle-blower can expect a preliminary response within 5–15 working days, communicated by the eligible recipient or appropriate company contact (if consent has been provided).

Following initial assessment, AIICO Capital Limited may launch a formal investigation process covering scope, evidence gathering, interviews, and involvement of relevant teams, aligned with the consent provided by the whistle-blower.

• The nature of the disclosable matter and how it came to light.
• The nature of the potential law or regulatory violation.
• Whether the matter is imminent or likely to occur.
• Whether the matter relates to a single event or multiple events.
• Whether the situation is current or past.
• The number or extent of people involved or affected.
• The impact on financial and regulatory compliance.
• Geographies or organizational groups involved, including cross-border implications.
• Any previous history of similar allegations.

Where applicable, AIICO Capital Limited will also assess the impact on customer/supplier relationships. All investigations will be conducted fairly, independently, and in line with natural justice.

Whistleblowers will be updated, and informed of the outcome within 60 days of making the disclosure. All actions and outcomes will be documented. Where investigations reveal potential breaches of law, AIICO Capital Limited will notify appropriate authorities such as Nigerian Police, NFIU, SEC, etc.

3. Independence of the Whistleblower Protection Officer and Investigation Officer

The responsibilities of the Whistleblower Protection Officers and Whistleblower Investigations Officers will not reside in the same person. The two (2) appointees should operate and be seen to operate independently of each other and should act in such a way that they discharge the two (2) quite separate functions independently of each other.

F. Whistleblower Protections

1. Anonymity and Confidentiality

A Whistleblower is entitled to remain anonymous, or they may place restrictions on who is informed of their identity and the confidential information that comprises their disclosure. This may continue following the making of the disclosure, over the course of investigation and after the investigation is finalised. There is legal protection available to eligible whistle-blowers which carries serious penalties for individuals and companies that breach the protection available under the laws and/or legislation.

Whilst the company will attempt to investigate the disclosure, whistle-blowers should understand restricting information for the purposes of maintaining anonymity may prevent the company from being able to investigate the protected disclosure effectively.

AIICO Capital Limited will treat all protected disclosures confidentially and information about the disclosure will not be shared unless:

• We have received prior consent to do so.
• We are legally obligated to do so.
• It is reasonably necessary to investigate the allegations made in the disclosure, for example, to prevent a serious threat to a person’s health or safety.
• We consider it appropriate to make a disclosure to a regulator in accordance with laws or legislation.

It is illegal for AIICO Capital Limited or an eligible recipient to disclose information that may lead to the identification of a whistle-blower, outside of the exceptions listed above. Individuals and/or the eligible recipient may be exposed to disciplinary action by the company or criminal or civil liability under the legislation for breaches of confidentiality, or disclosure of the identity of the whistle-blower.

2. Detriment to the Whistleblower

Eligible whistle-blowers who qualify for protection under the Whistleblowing Policy, laws and/or legislation may not be personally disadvantaged. However, whistle-blower protections do not grant immunity to a whistle-blower for any misconduct that the whistle-blower was involved in, that is revealed in the disclosure.

Detriment includes:

• Dismissal
• Demotion or injury in his or her employment
• Any form of harassment
• Harm or injury, including psychological harm
• Discrimination
• Current or future bias
• Damage to property, reputation, business or financial position

AIICO Capital Limited strictly prohibits all forms of retaliation, victimization and detriment against a whistleblower as a result of making a Protected or any disclosure. We will take all reasonable steps to protect whistleblowers from such retaliation, victimization and detriment.

Retaliation and/or detriment is a serious violation of the company’s Code of Conduct and any individual who is found to have retaliated against a whistleblower will be subject to disciplinary action which may include termination of employment. The individual may also be exposed to criminal or civil liability for a breach of the relevant legislation.

Where reprisals are taken or are claimed to have been taken against a whistleblower, the whistleblower will have an automatic right of appeal to an independent appeal body, such as the Disciplinary Committee of the company or an independent mediator or arbitrator, if the matter cannot be resolved internally.

A whistle-blower may be entitled to compensation from the person or company that has caused, or threatened to cause, any detriment to the whistle-blower.

3. Protection of Files and Records Retention

All files and records created from an investigation will be retained securely. Unauthorised release of information to someone not involved in the investigation (unless authorised or required for the purpose of the investigation), without a whistleblower’s consent will be a breach of this policy.

Whistle-blowers are assured that a release of information in breach of this policy will be regarded as a serious matter and will be dealt with under company’s disciplinary procedures. All reports as well as all documents and materials compiled during the investigation shall be retained and handled in accordance with the company’s document retention policy.

4. Unauthorized Release of Information Received from a Whistleblower

Information coming into the possession of a person from a whistle-blower must not be released without authority to any person who is not involved in the investigation or resolution of the matter unless as provided by this policy. Similarly, the identity or any information that may lead to the identification of a whistle-blower must not be released to any person who is not involved in the investigation or resolution of the matter.

A breach of this policy should be regarded by the entity as a serious disciplinary matter and dealt with accordingly.

5. Whistleblower Support

All AIICO Capital Limited employees and their immediate family members have access to a free and confidential counselling service provided by the company. Whilst AIICO Capital Limited cannot always provide the same level of practical support to other whistle-blowers, we will endeavour to provide support to the extent reasonably possible.

G. Limitations and Disclaimer

1. Limitations

This Policy is not designed to question financial or business decisions taken by the company, nor should it be used to reconsider any other matters which have already been addressed under other procedures.

This Policy DOES NOT apply to complaints of company personnel associated with unsatisfactory probation reports, performance evaluations, discriminatory work assignments, equal employment opportunities, terms and condition of employee, labour issues, sexual harassment or any other personal grievances. These shall be referred to each company’s Human Resources Department and other mechanisms established by the Company for such grievances.

However, where in the view of the whistle-blower or a complainant, factors such as probation reports, performance evaluations, work assignments and opportunities or any form of harassment is being used by management in a retaliatory manner, the policy shall apply.

2. Disclaimer

A whistle-blower’s right to protection under this policy does not extend immunity for any complicity in the matters that are the subject of the report or an ensuing investigation or for reports made maliciously. If it is discovered that an individual has raised a concern falsely, maliciously, vexatiously or with a view to personal gain, such an individual will lose the protection provided under the Policy.

In this circumstance, if the individual is an employee of the company, the person’s actions will constitute misconduct, and the matter will be dealt with in accordance with the company’s disciplinary procedures. Furthermore, the company reserves the right to take legal action against members of staff who are shown/known to have made unreasonable disclosure outside this Policy and or to External Parties.

Where the person is a supplier, service provider or third party, the company reserves the right to terminate the relationship forthwith.

H. Other Policy Regulations and Laws

1. Breach of Whistleblowing Laws

Criminal and civil penalties may apply for a breach of whistleblowing provisions for protected disclosures under the laws and/or legislation.

2. Amendment

This policy would be subject to review as least every three (3) years by the Chief Risk & Control Officer or earlier if deemed required by either the Chief Internal Auditor or Whistleblower Protection Officers. All policy changes will be drafted by the Chief Risk & Control Officer and approved by the MD/CEO and Chairman Finance & General-Purpose Committee and Board.

3. Compliance and Monitoring

The frequency and theme of Ethics Hotline reports may be subject to periodic reporting by AIICO Capital Limited.

4. Exceptions

Any requests for exceptions to this policy should firstly be referred to the Chief Internal Auditor or Chief Control & Risk Officer who will liaise with the Whistle Protection Officers and seek approval of the MD/CEO and Chairman Audit Committee (or applicable Committee) and Board.