3. Definition of Terms

• “Board” means the Board of Directors of Vale Finance Limited.
• “Company” means Vale Finance Limited.
• “Employees” means all persons working at all levels and grades for Vale Finance Limited whether permanent, fixed-term or temporary personnel.
• “Stakeholder” means any person, group or organization with interest business and which includes employee, members of the management team, shareholders, directors, service providers, creditors, members of the public etc.
• “Whistleblower” means any stakeholder who reports any unethical, inappropriate and illegal conducts in the Company.

4. Policy Statement

• Any Stakeholder who becomes aware of any unethical, inappropriate and illegal conducts including offences such as theft, fraud or acts of bribery; illegality, a miscarriage of justice, an act creating risk to health and safety; an act causing damage to the environment; a breach of any other legal obligation or statute; or concealment of any of the aforementioned whether same is being or has been or is likely to be committed is required to disclose and report such concern in line with this Policy.
• An instruction to cover up possible unethical, inappropriate and illegal conducts is itself a disciplinary offence. Any Stakeholder told not to raise or pursue any concern, even by a person in authority should not agree to remain silent.
• Any Stakeholder who discloses perceived unethical, inappropriate and illegal conducts will be protected from adverse consequence or detriment or victimization in any form.
• The Company commits to taking appropriate sanctions, disciplinary or penal measure against anybody who retaliates or undertakes an adverse consequence against any whistleblower.
• All complaints and concerns will be treated in confidence and every effort will be made not to reveal the identity of the Whistleblower, should the Whistleblower choose to remain anonymous.

5. Scope of the Policy

• This Policy applies to all stakeholders of Vale Finance Limited including but not limited to employees, members of the management team, directors, shareholders, service providers, creditors, members of the public, etc.
• The concerns which fall within the purview of this Policy include the following:
  • All forms of financial malpractice or impropriety or fraud
  • Failure to comply with a legal obligation or statutes
  • Actions detrimental to Health and Safety or the environment
  • Any form of criminal activity
  • Improper conduct or unethical behaviour
  • Failure to comply with regulatory directives
  • Other forms of corporate governance breaches
  • Connected transactions
  • Insider abuses
  • Non-disclosure of interest
  • Attempts to conceal any of these.
• A whistleblower is to disclose any information regarding the above:
  • That an infraction has been committed
  • That a person has failed to comply with the requisite laws, internal policies and procedures
  • That such person(s) has concealed matters within the above.

6. Exceptions

This Policy does not apply to matters involving or related to the treatment of an employee or a breach of an employee’s contract for employment. If an employee is concerned that his or her contract of employment has been, or is likely to be, broken, he/she should have recourse to the Company’s Grievance Procedure. Also, customers’ concerns about services provided should be raised to the Customer Service Unit.

7. Administration of the Policy

• Reporting:
  • A Whistleblower can report unethical, inappropriate and illegal conduct with his/her identity disclosed or anonymously.
  • A Whistleblower can make such a report via email or hardcopy mail to: The Ethics and Compliance Desk c/o The Head, Internal Audit, Vale Finance Limited, UAC Building, 1-5 Odunlami Street, Marina, Lagos. Marked as “Strictly to be opened by the Addressee Only” in the sealed envelope. Alternatively, via Email to whistleblow@valefinance.com or using the online link provided on the Company’s website.
  • The concerns and complaints should be presented in the following format:
    • Background facts (with relevant dates)
    • Reason(s) why the whistleblower is particularly concerned about the situation
    • Supporting evidence for the allegations, if available.
• Investigation:
  • The Company has the responsibility to ensure that an investigation takes place.
  • If there is a finding of wrongdoing or misconduct, the Company’s disciplinary or remedial procedure for such wrongdoing or misconduct will be activated, in addition to any other appropriate measure.
  • There shall be established a fair and impartial investigative process, in order to be fair to all persons involved.
  • The investigation may be carried out under terms of strict confidentiality by not informing the subject of the complaint or report against whom the report and concern were raised, except where it becomes necessary to do so.
  • In justified cases, immediate actions such as suspension from work might need to be taken in order to ensure proper handling of the investigation.
  • Where appropriate, the matters raised may be investigated by management, internal audit, or through the disciplinary/grievance process; referred to the law enforcement agents; or form the subject of an independent inquiry.
• Feedback:
  • Within 14 (fourteen) days of a whistleblowing report being received by the Company, feedback will be provided to the Whistleblower acknowledging that the report has been received and indicating how the Company proposes to deal with the matter.
  • All such reports will be investigated thoroughly and promptly, and the outcome of the investigation channeled appropriately in accordance with the Policy and regulatory requirements.
• Records & Reporting:
  • The Ethics and Compliance Desk will maintain a corporate register containing up-to-date details of whistleblowing reports and complaints received.
  • The Head, Internal Audit will review the corporate register and provide periodic reports to the Management, the Board Committee, and the Board, as well as to the regulators.
  • The report will include a summary of the concerns and complaints raised, to which department they related, the post to which the concerns and complaints related, and lessons learned.
  • Quarterly returns on whistleblowing are to be filed quarterly with the Central Bank of Nigeria.
  • There shall be included a whistleblowing compliance status report in the audited financial statement of the Company.

8. Publication of the Policy

This Policy shall be made known to employees, management, directors, and other stakeholders such as contractors, shareholders, job applicants, and the general public. The Policy shall be disclosed on the Company’s website.

9. Responsibility for the Policy

The Head, Internal Audit has the overall responsibility for the operation of the Policy, the review of the Policy, and the provision of appropriate guidance with respect to the Policy.

10. Review of the Policy

The Company shall review this Policy every three (3) years and the regulatory authorities shall be notified of all such reviews.

11. References

• The Central Bank of Nigeria Revised Guidelines for Finance Companies in Nigeria 2014
• The Central Bank of Nigeria Code of Corporate Governance for Finance Companies in Nigeria 2018
• The Central Bank of Nigeria Guidelines for Whistleblowing for Banks and other Financial Institutions in Nigeria