Whistle blowing is an act of reporting any kind of information or activity in an organisation that is deemed fraudulent, illegal and unethical. It is an important aspect of fraud risk management. The development of a policy to guide whistle blowing is in line with the commitment of the management of Transcorp Power Plc (“Transcorp Power” or the “Company”) to drive the highest possible standards of transparency, probity and accountability and encourage the adoption of leading practices in fraud risk and Environmental, Social, and Governance (ESG) management
The purpose of this policy is to:
The Whistle Blowing Policy applies to the reporting and investigation of fraudulent, unethical and illegal activities as well as safeguards available to whistle blowers. It does not apply to or change the Company’s policies and procedures for individual employee grievances and complaints relating to job performance as well as terms and conditions of employment. These would be handled through the Human Resources Department in line with the provisions of the Human Resources policies as well as other applicable policies and procedures.
Note if there are any uncertainties regarding the appropriate route for a concern (e.g., HR vs. whistleblowing) this may be discussed confidentially with the Internal Audit or Legal function without any penalty.
The Head, Internal Audit & Control shall have primary responsibility for the implementation of this policy.
For the purpose of this policy, the following definitions shall apply:
5.1.1 Whistleblowing: this involves reporting events of misconduct, illegal and unethical activities relating to or affecting the Company.
5.1.2 Whistle blower: any person that makes a protected disclosure about illegal or fraudulent activities or improper conducts.
5.1.3 Safeguards: arrangements made by the Company to protect a whistle blower.
5.1.4 Good faith: the act of a whistle blower sending his/her report without malice or consideration of personal benefit and believing the report to be true to the best of his/her knowledge.
6.1.1 Employees
6.1.2 Directors
6.1.3 Vendors and other service providers
6.1.4 Business partners and clients
6.1.5 Job applicants
6.1.6 Official visitors
6.1.7 Any other person(s) that have dealings with Transcorp Power
7.1 The following activities shall be reported through the Company’s whistle blowing mechanism:
7.1.3 Conflict of interest and abuse of office.
7.1.4 Unethical practices.
7.1.5 Policy violations
7.1.6 Insider dealing and illegal information brokerage.
7.1.7 Misuse of physical and information assets.
7.1.8 Sexual harassment.
7.1.9 Non-compliance with the provisions of the Company’s corporate values and principles.
7.1.10 Activities that constitute danger to life and property.
7.1.11 Purchase of goods at inflated prices/inferior goods
7.1.12 Use of fake/forged certificates
7.1.13 All forms of bribery and corruption.
7.1.14 Living above one’s means.
7.1.15 Substance abuse/ influence.
7.1.16 Suppressed past criminal records.
7.1.17 Environmental breaches (e.g., improper waste disposal, pollution, non-compliance with environmental laws)
7.1.18 Social violations (e.g., discrimination, human rights abuse, community neglect, labour-related violations)
7.1.19 Governance failures (e.g., corruption, conflict of interest, ethical lapses, lack of transparency)
Note:
The list is inexhaustive. Whistleblowers are encouraged to report any suspected conduct that may impact the Company’s legal compliance, ethical standards, or ESG obligations. Items 7.1.17 to 7.1.19 represent the Company’s commitment to addressing any noted ESG-related breaches. These provisions support our alignment with global sustainability reporting standards, including the IFRS Sustainability Disclosure Standards (ISSB S1 & S2), and reflect our internal ESG strategy and governance framework.
Stakeholders are encouraged to report all forms of ESG violations to promote transparency, accountability, and responsible business conduct. Whistleblowers are required to provide as much detail as possible when making their reports. This will assist the Company in the investigation and resolution of the reported issue.
8.1 The whistle blower shall take note of the following obligations:
8.1.1 All whistle blowing reports should be made in good faith.
8.1.2 The whistle blower should have reasonable ground to believe that the whistle blowing report is true.
8.1.3 The whistle blower should ensure that the report is not made with the intention of achieving undue personal benefit or retribution.
8.1.4 The report is made promptly.
8.1.5 Although the whistleblower shall not be expected to prove the truth of an allegation, he or she shall need to demonstrate that there are sufficient grounds for the concern raised.
Whistleblowing is a serious mechanism intended to address genuine concerns about unethical, illegal, or improper conduct. However, if an allegation is found to have been made maliciously, recklessly, or in bad faith, appropriate actions will be taken:
All stakeholders are expected to report concerns truthfully and responsibly. Misuse of the whistleblowing process to make false, malicious, or retaliatory claims undermines its integrity and will not be tolerated.
10.1. Harassment or victimization: The Company will not tolerate harassment or victimisation for reporting concerns under this policy and shall take all necessary steps to protect any stakeholder that reports a concern in good faith. Retaliation against whistleblowers, whether direct or indirect shall be treated as a disciplinary offence.
10.2. Confidentiality: The Company shall treat all reports and reporters with the highest regard for confidentiality.
10.3. Anonymity: Whistle blowing reports can be treated anonymously. However, the Company encourages whistle blowers to put their names to the reports so that appropriate follow-up questions and investigations would be handled properly.
11.1. Employees as a first step are encouraged to raise concerns with their line managers or superiors. This depends, however, on the gravity and sensitivity of the issues involved, and the people thought to be involved in the reportable event.
11.2. Concerns of a more serious and sensitive nature shall be raised in writing and sent in a sealed envelope addressed to the Head, Internal Audit, through the dedicated e-mail address [whistleblower@transcorppower.com] or through a form on the Company’s website.
11.3. Concerns can also be relayed through a dedicated whistle blowing telephone number with capacity for voice calls and text messages. You can call direct on 08033736050 (from abroad +234-08033736050) at any time to speak with the Head, Internal Audit. The call will be treated strictly in confidence. Verbal reports shall be documented and, where possible, followed up with a written summary to ensure completeness.
11.4. Concerns considered highly sensitive by the whistle blower as well as concerns relating to the Head, Internal Audit shall be sent to the Board Audit and Governance Chairman through the dedicated e-mail address [whistleblower.board@transcorppower.com].
11.5. It is a serious disciplinary offence for any person to seek to prevent communication of concerns from getting to the Head, Internal Audit or the Chairman or to hinder any investigation arising from a whistle blowing report.
11.6. All stakeholders are encouraged to note that ‘the earlier a concern is raised, the easier it is to take action’.
12.1 All whistle blowing reports received shall be thoroughly investigated. Investigations shall be fair, objective, confidential, and adhere to the principles of natural justice.
12.2. Whenever necessary, whistle blowers who indicated their names may be called upon to provide necessary evidence to support concerns raised in the report.
12.3. The Head, Internal Audit shall escalate the allegation to the Managing Director/ Chief Executive Officer or the Board Chairman, depending on its severity.
12.4. The outcome of the investigation shall be communicated to the whistle blower (where the whistle blower indicated his/her name).
12.5. The Company shall take disciplinary measures against offenders for all confirmed events.
12.6. The Head, Internal Audit shall provide regular reports to the Board through the Board Audit and Governance Committee on whistle blowing reports received in the Company and the status of investigation.
Transcorp Power will retain the reports made by whistleblowers, investigation reports and record of follow up actions taken (collectively referred to as the “information relating to a whistleblower report”) in line with its retention policy as contained in the Company’s Document Management Policy.
To ensure continued effectiveness and independence of the whistleblowing process, the Company shall, subject its whistleblowing mechanism to periodic review. These reviews shall assess the design, operation and effectiveness of the whistleblowing mechanism, including investigation quality, stakeholder confidence, and timelines for resolution. The results of the review shall be submitted to the Board Audit and Governance Committee for oversight and necessary action.
The Board shall approve all requests for any waiver to this Policy. All such waiver approvals shall be obtained in writing and kept as a record by the policy owner.
Any delegation of authority conferred by this Policy shall be in accordance with the approved procedure for the delegation of authority as set out in the Delegation of Authority & Empowerment policy.
This Policy shall be reviewed every three years by the policy owner, and may be amended, subject to approval, if deemed necessary. The Company however reserves the right to change any of the provisions of this policy as it deems fit or required from time to time to reflect evolving operational needs, regulatory updates, or ESG-related developments and such changes shall apply to all staff of the Company and affected parties from the date of change as it relates to the subject-matter.
Km 20 Warri/Patani Road, Ughelli, Delta State
Email: info@transcorppower.com
Deshola is the Head of Marketing and Corporate Communication for Transcorp Power Plc. She is an accomplished Marketing & Communications professional with over 15 years of hands-on experience in the Financial Services Industry. She has a strong background in strategic marketing, digital marketing, and corporate communications. She has also worked as a Project Manager in multi-location and cross-functional contexts.
Prior to this role, Adeshola worked as the Head of Digital & Insights for Coronation. She also worked as the Head of Digital Media at United Bank for Africa (UBA) where she worked on different marketing strategies and digital initiatives to transform the bank’s perception and grow its customer base. Adeshola was also a member of the Marketing team at Interswitch – Verve International, where she was very instrumental in driving direct marketing and customer engagement. She has worked with other financial institutions namely Keystone Bank and PR agency, Cushion the Impact, UK
Deshola holds a Bachelor of Science in Marketing from Babcock University, a Post Graduate Diploma in Marketing from the Nigerian Institute of Marketing, and an MA in Marketing Communications from the University of Westminster. She is also a Google AdWords Certified Professional.