Whistleblowing Policy

1. Purpose & Scope

Welcome to Nairtime Nigeria’s Whistleblowing Policy.

The Nairtime Board of Directors (the Board) is committed to managing the organization in the best way possible. This policy is in place to reassure staff that it is safe and acceptable to speak up and enable concerns to be raised at an early stage and in the right way. Rather than wait for proof, the Nairtime Board expects all employees to raise concerns when first identified. The Nairtime Board understands the challenges employees may experience when determining whether identified concerns constitute unlawful conduct, financial irregularities, dangers to the public or environment, health, and safety issues, or the inappropriate concealment thereof. However, the Nairtime Board still expects all employees to act in the best interests of the Company and its integrity.

This policy applies to Nairtime and each of its subsidiaries. Accordingly, this policy will refer to Nairtime Group and its subsidiaries as “Nairtime”, the “Group” or the “Company” interchangeably.

This policy applies to all employees who work for all subsidiaries of the Nairtime Group no matter the status of their employment, or any individual that represents the Group in any way. Copies of this policy are made available to all persons bound by it, either directly or by posting of the policy on the Nairtime internal portal. All persons or entities bound by the policy shall be informed whenever significant changes are made.

1.1. Rights & Exclusions

Staff have a right, and a duty, to raise with their employer any matters of concern they may have about the services provided by Nairtime. The policy is designed to provide a clear commitment to staff that those concerns will be taken seriously, and to encourage staff to communicate their concerns through the appropriate channels. All managers at every level of the Group have a duty to ensure that staff are provided with every opportunity to express their concerns and to encourage those staff to do so. To ensure staff can express their concerns it is important that clear principles and procedures are established.

This policy does not apply to complaints about employment or how you have been treated. For cases such as this, the Grievance Procedure should be used. There are also a range of policies and procedures that cover issues such as fraud and corruption, recruitment/selection, health and safety and staff are advised to refer to these when considering a disclosure under this policy. Reference to professional advice and guidance provided by all relevant professional and regulatory bodies can also be sought.

1.2. Amendments

Any amendment of these processes and procedures may be made only by the Board of Directors. Any such waiver shall be disclosed to the extent and in the manner required by applicable labour relations regulations.

2. Guiding Principles

The policy is primarily for concerns where, due to malpractice, fraud, abuse or other inappropriate acts/omissions, the interest of others or the Company itself is at risk. The purpose of this policy and procedure is to outline ways in which all Nairtime employees can express concerns about malpractice or wrongdoing and to encourage employees to raise these at an early stage and in an appropriate way in line with the relevant laws. This policy is to be applied consistently and in line with Nairtime’s values.

The official definition for Whistleblowing is ‘making a disclosure in the public Interest’. It means that if you believe there is wrongdoing in your workplace, you can report this by following the correct processes and your employment rights are protected. This policy is intended to cover serious public interest concerns that fall outside the scope of other procedures. These are that, in the reasonable belief of the employee, the following matters are either happening now, have happened, or are likely to happen:

A criminal offence
The breach of a legal obligation
A miscarriage of justice
A danger to the health and safety of an individual
Damage to the environment
Deliberate covering up of/failing to report information that if disclosed would highlight one of the previous mentioned offenses.

Nairtime is committed to the effective implementation of this policy and procedure. The aim of the procedure is to ensure that an appropriate process exists which supports the resolution of matters raised, in response to any disclosure of wrongdoing or irregularity and in a manner which is fair, expedient, and discreet.

2.1.Employee Safety

Nairtime and all its senior representatives (including the Board, and Executive Committee) are committed to this policy. If an employee raises a genuine concern under this policy, they will be protected from any and all forms of detriment and reprisal (such as discrimination, victimization or loss of opportunity), provided that the employee is acting with honesty, integrity and sincerity.

This protection extends to any employee that misunderstood the wider context of the issue they perceived as a concern and raised that concern using the procedure contained herein, provided that the employee’s actions were undertaken in good faith.

This assurance is not extended to those employees who are found to have maliciously raised a concern they know to be untrue. If, following a thorough investigation, it is found that an employee raised a concern out of spite or malice, their behaviour will be subject to formal review as outlined in Nairtime’s Staff Discipline Policy.

2.2.Anonymity & Confidentiality

Nairtime has cultivated a culture in which concerns can be raised openly, honestly and safely. However, the Company recognizes that there may be circumstances in which employees may prefer to raise their concerns confidentially. If this is the case, Reporters are encouraged to make this disclosure from the outset. If reporters do not to wish to disclose their identity, their identities will be protected expect in such instances when such a disclosure is required by law.

Reporters must understand that there may be times when Nairtime is unable to resolve a concern without revealing their identity, for example where your personal evidence is essential (as in court cases). In such cases, the Company will engage with the relevant employee on whether and how to procced in the best interest of all parties.

Where an employee does not wish to come forward as a witness, Nairtime retains the right to pursue the matter further but will respect the anonymity of the employee. However, it must be noted that this may ultimately inhibit Nairtime’s ability to proceed with the investigation.

Concerns expressed anonymously are much less powerful but will be considered at the discretion of Nairtime. In exercising this discretion, the factors to be taken into consideration would include:

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

The procedures contained below should ensure that your concern can be addressed and dealt with internally, however if you believe that a disclosure of information should be made externally in the public interest this should be soundly based and you should first seek independent and/or specialist advice.

2.3.External Disclosures

It is hoped that this document will give Nairtime staff the confidence to raise concerns internally. However, Nairtime recognizes that there may be circumstances where employees may feel obligated to report their concerns to outside bodies, such as the Police, a relevant regulator or a prosecutor (if the concern is about fraud and corruption).

When employees are contemplating making a wider disclosure, they are strongly advised to seek further specialist guidance from professional or other representative bodies first. This is to ensure that the employee has all the information they require to determine whether they wish to proceed with a wider disclosure.

Nairtime also recognizes that employees may, after taking account of advice, wish to continue to raise their concerns using other avenues. These might include MPs, the Media or via Social Media. Employees should bear in mind that such public action, if done unjustifiably or maliciously could result in and could undermine public confidence in the Company.

However, disclosure may attract statutory protection from victimization/other detriment where all of the following apply:

They have an honest and reasonable suspicion that the malpractice/wrongdoing has occurred, is occurring, or is likely to occur.
They honestly and reasonably believe that the information and any allegation contained in it are substantially true.
The disclosure has not been made for personal gain.
The concern has been raised with Nairtime or a prescribed regulator (unless there was reasonable belief of victimization, there was no prescribed regulator and there was reasonable belief there would be a cover up).
The matter was exceptionally serious.

3. Automated Reporting Channel

Nairtime has implemented Whistleblowing Software (ECMS) which allows employees (“Reporters”) to submit reports of violations in corporate governance, ethics, legal, business and operational standards. The link to the ECMS is available via a link on the Company’s Intranet and all reports related to violations of operating standards which could expose the Company to external sanction or damage the reputation of the Group should be submitted via the ECMS to ensure all reports are handled by the correct internal stakeholders and treated with the appropriate priority.

Through use of the ECMS, the Company confirms that:

1) Employee safety is guaranteed. The Company will not allow someone who reports a concern to suffer any form of harassment or victimization as a result.

a) Employee confidentiality is assured insofar as is possible in the presence of pertinent regulations and legal actions. All submissions via the anonymous reporting channel are strictly classified.
b) If a Reporter chooses to reveal their identity when submitting a report, their identify will only be revealed to the Company officers investigating the matter (‘Investigators’). At no point will another employee that may be accused of improper or gross misconduct have access to the reporter’s identity.

2) If a Reporter chooses not to reveal their identity, it is not possible for anyone to determine the reporter’s identity once the report is submitted.
3) Reporters can exclude specific Company Officers from accessing the report. If a Reporter reports a concern about a person involved in the investigation of such matters, the Reporter can unselect that person when submitting the report and that person will be shut out of all communication on this case completely.

3.1.Reporting Categories

The possible violations in corporate governance, ethics, legal, business and operational standards are too numerous to mention. However, the Company has clustered these into broad categories to simplify report submission as much as possible. These categories are not intended to be all encompassing and employees are encouraged to exercise their judgment and discretion when submitting a report/concern. These categories are aligned with relevant Company policies, specifically those concerning governance and ethical standards.

The Company has full policies for each of these in place, and employees are encouraged to familiarize themselves with the relevant policies prior to submission of the report/concern, but key highlights are included below.

3.2.Bribery & Corruption

Nairtime has a zero-tolerance approach to matters of Bribery and Corruption which is fully outlined in the Anti-Bribery & Corruption Policy, but it is worth mentioning that under the Anti-Bribery & Corruption Policy:

1) Giving gifts and Entertainment should be always avoided to create a false illusion of expectation is created. If employees are uncertain whether something is appropriate to provide a business colleague, they are encouraged to contact their direct supervisor first.
2) Receiving gifts and Hospitality should similarly be avoided, if possible, for the same reason. However, if an employee is concerned that not accepting a gift would be seen as an insult, they are must to disclose the gift received to the Company and the policy has more advice on that front.
3) All Nairtime suppliers and contractors are expected to operate in line with our Anti-Bribery & Corruption Policy and failure to do so is grounds for contract termination. If employees see a contractor/supplier engaging in an activity that they know would not be acceptable if performed by an Nairtime employee, they must submit a report detailing the offence.

3.3.Confidentiality & Data Breach

Nairtime has implemented a Data Protection program to govern all aspects of its operations which is described in the Data Protection Policy, Data Privacy Policy, Data Protection Governance Framework, but it is worth mentioning that under these policies:

1) Nairtime treats Data Protection and Data Privacy with the utmost priority regardless of who the data subject is; be they an employee, a customer or a subscriber. The same high standards will be applied to all data passed to the Company and access to any data is strictly controlled and awarded strictly on a need-to-know basis.
2) All Nairtime operations apply data protections in line with the standards set by the relevant local regulations, but if there is a difference in the standard required by the GDRP and those by the local regulation, we apply whichever hold us to the higher standard.
3) All Nairtime suppliers and contractors are expected to operate in line with our Data Protection standards and failure to do so is grounds for contract termination. If employees see a contractor/supplier engaging in an activity that they know would not be acceptable if performed by an Nairtime employee, they must submit a report detailing the offence

3.4.Discrimination & Harassment

Nairtime is an equal opportunity employer that believes in the fair treatment of its human resources and commits to provide a safe and healthy work environment which empowers its employees. These core principles are the foundation for the Code of Conduct & Business Ethics, Compliance Policy, Diversity Equality & Inclusivity Policy and Employee Handbook. The Company does not condone discrimination or harassment of any kind:

1) If an employee has have found themselves the victim of discrimination or harassment from their colleagues, they must come forward and report it.
2) If an employee has seen one of their colleagues discriminated against or harassed, they must submit a report on behalf of the harassed staff member. All Nairtime employees have a commitment to their fellows to ensure that everyone enjoys a healthy and safe working environment.
3) Nairtime’s position of discrimination and harassment applies to our entire supply chain, if an employee witnesses a supplier, contractor, or partner act contrary to these standards, the employee must report it.

3.5.Fraud & Ethics

Nairtime intends that its good reputation shall be maintained and accordingly, all of Nairtime’s activities shall be carried out ethically and with honesty and integrity, in the expectation that these activities will become a matter of public knowledge. Anything less is unacceptable and shall be treated as a serious breach of duty. Accordingly, Nairtime has a zero-tolerance approach to fraudulent practices and breaches in ethical business behavior which is fully outlined in our Code of Conduct & Business Ethics, but it is worth mentioning that under the Code of Conduct & Business Ethics:

1) Employees must observe all laws, rules and regulations applicable to our Group and its operations, wherever those operations are
2) Employees must all exercise fairness, confidentiality and discretion in dealings with clients, partners and suppliers
3) Employees must exercise mutual respect for persons and opinions in internal relations and in the multicultural context of the Group
4) Employees must ensure that all proprietary and confidential information that has been entrusted to Nairtime by others, is adequately safeguarded
5) Employees must avoid misrepresentations, manipulation or concealment of material facts, from those affected by them, be they our customers, suppliers, competitors and colleagues
6) Employees must be ambassadors of the Company and represent the Company in the best possible light, both inside and outside of the Company
7) Employees must all be free of conflicts of interest and perform our duties in a way that does not interfere with our ability to exercise independent judgment

3.6.Managerial Misconduct

Nairtime executives and senior leaders are bound by the same expectations regarding their behaviour and professional conduct. Instances of managerial misconduct could arise from any reporting category included in the ECMS, such as bribery & corruption or discrimination & harassment or Fraud & Ethics with is why there is not a standalone policy for this issue. However, it is worth mentioning that:

1) The perception that executives and senior leaders who fail to meet their fiduciary responsibility of the positions of authority granted to them will shelter them from investigation and discipline is wholly false.
2) Any executive or senior leader who has failed to meet the standards and expectations of professional conduct and integrity will be held fully accountable for their actions and subject to the same processes/ consequences as any other staff member.

3.7.Human Rights Violations

Nairtime categorically commits to adhere to all aspects of Human, Civil, Political, Economic, Social and Cultural Rights, as described in United Nations’ Universal Declaration of Human Rights and the International Covenants on Civil and Political Rights and Economic, Social and Cultural Rights. This commitment is part of our Code of Conduct & Business Ethics, Compliance Policy, Diversity Equality & Inclusivity Policy and Employee Handbook.

Any breach of those standards must be reported as a matter of urgency.

3.8.Money-Laundering & Terrorism

Nairtime has a zero-tolerance approach to matters of Money-Laundering & Terrorism which is fully outlined in the Anti-Money Laundering & Counter Terrorism Funding Policy, but it is worth mentioning that under the Anti-Money Laundering & Counter Terrorism Funding Policy:

1) It is illegal for anyone to notify someone suspected of money-laundering or terrorism that they are under investigation; any employee found to have done so will be held liable to the fullest extent of the law
2) To freeze a suspected criminal or terrorist’s assets required coordination with external parties, so any suspicious activity reported may not immediately lead to the seizure of assets. Such seizure will take place under the auspices of the relevant regulator and occur as quickly as is feasible given the sensitive nature of such operations
3) All Nairtime suppliers and contractors are expected to operate in line with our Anti-Money Laundering & Counter Terrorism Funding Policies and failure to do so is grounds for contract termination. If employees see a contractor/supplier engaging in an activity that they know would not be acceptable if performed by an Nairtime employee, they must submit a report detailing the offence.

4. Investigators

Complaints are submitted in line with pre-determined categories to ensure that the complaint is thoroughly and appropriately investigated. Each category is handled by a small group of pre-determined Investigators to ensure impartiality, broader perspective and unbiased opinion. The list is provided as an appendix to this document.

The Investigators will differ depending on the nature of the complaint, people or teams it might be directed to, as well as the seriousness of the case. For example, a complaint about a possible data leakage will include the Information Security Director as case handler, but a complaint about harassment will not. Instead, this will include people such as the Director of People Operations and relevant members of Senior Management.

Investigators keep records and track of all complaints submitted by Reporters.

The Investigators will review the facts in the report and confirm that the incident/s did take place and identify those individuals linked to these incident/s. The Investigators will also conduct their own analysis to assess the full extent/volume of incident/s involved as there may be incident/s to which the Reporter did not have visibility but that constitute the same breach/violation. If the Reporter made the report confidentiality, the Investigators may need to confirm some details of the report with the Reporter directly. Such confirmations will be conducted via the ECMS for reasons of security and discretion. If for any reason, report confirmation is required in person, such confirmation sessions will take place outside normal office hours and away from Company premises.

Investigators are under no obligation to inform an employee that they are the subject of an investigation and any employee that learns of the investigation is strictly prohibited from tipping off an accused individual that they are under investigation. Employees that violate this prohibition will find themselves similarly under investigation and depending on the seriousness of the matter may find themselves implicated in any official prosecution that results from the investigation.

In certain exceptional cases (such as allegations of client confidentiality breach, gross misconduct or violence), immediate suspension from work may have to be considered while the investigation is taking place.

The nature and extent of the investigation will depend on the seriousness of the matter.

Investigators, Reporters and witnesses must remember that protection of client reputation and employee safety is paramount in all cases.

During the course of their investigation, the Investigators will collect evidence of all kinds from witnesses to and employees accused of ethical violations. All evidence collected will be uploaded onto the case file of the report on the ECMS for communal consideration and record-keeping purposes. Any witness to the alleged misconduct may request to remain anonymous and the Company will do its utmost to respect that request in so far as is possible based on the seriousness of the breach and the regulatory conditions related to that breach.

In order to conduct their Investigations, or to limit the detrimental impact of the reported issue, Investigators may need to notify certain senior members of the Company that an investigation is underway. The Investigators will exercise their own judgement to determine when such notifications are necessary and will only exercise this power in the most material of instances.

Any member of staff thus notified shall treat all information received as strictly confidential until the investigation has run its course and will limit their response to the mitigations of the detrimental impacts to the Reported Incident.

Where an initial report was submitted but did not constitute a breach of any ethics or governance standards, and the Reporter held a genuine concern and was not acting maliciously, the Investigator will ensure that the Reporter suffers no reprisals.

Where an initial report was submitted but there is evidence that the allegation was made frivolously, maliciously or for personal gain, disciplinary action will be taken against the Reporter as described in the Staff Discipline Policy.

5. Reports involving the CEO

In the event that the concern is about the CEO, this concern should be made to the Chairman of the Board of Nairtime, by either the designated officer or a member of the Audit & Risk Committee. In cases of such extreme sensitivity the Board of Directors will determine how best to proceed and appoint an impartial external party to investigate the matter without inference from either the CEO or other internal parties.

6. Monitoring & Reporting

The Director of People Operations is responsible for collating the details of any cases which are dealt with under this procedure and will provide an aggregated report to the Audit and Risk Committee on an annual basis. The latter report will outline the nature of the concern and the outcome in a form that does not endanger the employee’s confidentiality.