April 2019.




The following terminologies used in this draft policy document have been defined and described to serve as a guide for users of the document.


  • The Bank: Bosak Microfinance Bank Limited.
  • Whistle-blowing: involves reporting an observed or perceived unethical misconduct of employees, management, directors and other stakeholders in Bosak Microfinance Bank (“the Bank”) by an employee or other person to appropriate authority. It is an early warning system that enables the bank to find out when something is going wrong in time to take necessary corrective action. It is a valuable tool for managing reputational risk.
  • Whistle-blower: is any person(s) either internal or external to the bank comprising of; employee, management, directors, depositors, service providers, creditors and other stakeholders who report any form of unethical behaviour or dishonesty to the appropriate authority either with the organization or to the appropriate regulatory and security agency(s).
  • Misconduct: involves failure by a staff member or other relevant stakeholder to observe the rules of conduct or standards of behaviour set by the bank in its policies and code of conduct documents or by regulators in their regulatory framework and code of conduct documents.
  • Complaint: is an allegation or concern that is subject to investigation by the appropriate authority.
  • Complainant: any party who conveys a concern, allegation or information indicating fraud, corruption or misconduct.
  • Investigation: involve a process designed to gather and analyse information to determine whether misconduct has occurred and if so, the party or parties responsible.
  • Good Faith: this arise when a report or concern is made without malice or consideration of personal benefit and the individual or authority receiving the report 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.
  • Suspect: a person who is alleged to have committed a misconduct and subject of investigation.
  • Detriment: victimization or reprisal of a whistle-blower which can take any or a combination of the following forms; dismissal, termination, redundancy, undue influence, duress, withholding of benefit and/or entitlements and any other act that has negative impact on the whistle-blower. 




  • Bosak Microfinance Bank Limited (“the Bank”) in ensuring high ethical standards in all its business activities establish a code of ethics which set out the standard of conduct expected in the Bank. All staff are expected to comply with these standards in the discharge of their duties.


  • The Whistle-blowing Policy and Procedure provides a channel for the Bank’s employee and other relevant stakeholders to raise concerns about workplace malpractices, in a confidential manner for proper investigation of alleged malpractices and ensure that adequate steps are taken to deal with such reported concerns in a manner consistent with the Bank’s policies and procedures and relevant regulations. This policy follows the requirements of Section 3.1 of the Guidelines for Whistle Blowing for Banks and Other Financial Institutions in Nigeria dated May, 2014 as issued by the Central Bank of Nigeria (CBN).


  • Whistle-blowing in this context is the act of reporting perceived unethical conduct of employees, management, directors of the bank, shareholders, customers, suppliers, service providers, creditors, applicants, etc. by an employee or other persons to appropriate authorities.


  • One of the several ways a breach of regulatory requirements and staff misconduct can be addressed is through a whistle blowing programme. This policy of the Bank is designed to encourage stakeholders to bring unethical conduct and illegal violations to the attention of an appropriate authority either internal or external so that action can be taken to resolve the problem.



This policy manual is intended to encourage staff and other stakeholders to report perceived unethical or illegal conduct employees, management, directors and other stakeholders in the Bank 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:


  1. To facilitate the identification of all improper, unethical or inappropriate behaviour at all levels in the Bank;
  2. To ensure all employees feel support in speaking up in confidence and reporting matters they suspect may involve improper, unethical or inappropriate conduct within the Bank;
  3. To help promote and develop a culture of openness, accountability and integrity;
  4. To provide clear procedures for reporting and handling such concern(s);
  5. To proactively prevent and deter misconduct which could impact the financial performance and damage the Bank’s reputation; and
  6. To provide assurance that all disclosures will be handled seriously, treated as confidential and managed without fear of reprisal of any form.



  • Whistle-blowing is encouraged within the bank at every stakeholder levels to report any perceived act of impropriety which should not be based on mere speculation, rumours and gossips but on knowledge of facts. The following matters against the bank or its officers can be brought up for investigation:
  • All form of financial malpractices and impropriety such as bribery, kick-backs, etc.;
  • Improper conduct or unethical behaviour such as sexual engagement among members of the bank;
  • Any form of criminal activity such as stealing, fraud, overdrawn of staff accounts, etc.;
  • Pre-employment malpractices, including assisting a candidate in pre-employment test by leaking questions to a candidate;
  • Failure to comply with regulatory directives, legal obligations or status;
  • Rendition of false returns;
  • Actions or conduct involving substantial risk to public health and/or environmental safety;
  • Obstruction of internal/external regulators & auditors
  • Leakage of confidential data to unauthorized persons;
  • Bribery and corruption;
  • Abuse of authority
  • Sexual harassment or physical abuse of staff, customers, prospective staff, service providers and other relevant stakeholders;
  • Insider abuse;
  • Breach of policies, rules, and/or regulations of the Bank;
  • Non-disclosure of interest;
  • Conflict of interest
  • Concealment (including attempted concealment) of any malpractice;
  • All forms of corporate governance breaches;
  • Connected transactions;
  • Falsification of records;
  • Unauthorized destruction of records;
  • Unauthorized access to personal data of Bank personnel or customers;
  • Theft, conversion or misappropriation of assets or funds of the Bank or customers;
  • Unauthorized disclosure of confidential information;
  • Tipping off a customer about submission of Suspicious Transaction Report in respect of customer’s transaction;
  • Questionable accounting or audit practices;
  • Mismanagement or gross waste of the resources of the Bank;


The above listed reportable misconducts or concerns are not exhaustive. Judgement and discretion is 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 Bank and the public and appropriate sanctions applied.



The Board of Directors of the Bank is committed to the principle of sound corporate governance and behaviour as required in the CBN Code of Corporate Governance October 29, 2018 for Other Financial Institutions (i.e. Microfinance Banks) in Nigeria.

The Board of Directors has a duty to conduct the Bank’s affairs in a responsible and transparent manner and to take into account the legal and regulatory requirements under which the Bank operates.

The Board of Directors will ensure compliance with the principles of this policy manual.

The Management of the Bank is also committed toward promoting a culture of openness, accountability and integrity and will not tolerate any harassment, victimization or discrimination of the whistle-blower provided such disclosure is made in good faith with reasonable belief that what is reported is fact.

The Bank’s Management is expected to create awareness on whistle-blowing to all employees in the Bank to have assurance of confidentiality to encourage all stakeholders (employees, management, directors, shareholders, customers, suppliers, service providers, creditors. applicants, etc.) to report any workplace malpractices and conduct as well as illegal violations anonymously through an appropriate channel as communicated by the bank, to the attention of an internal and or external authority so that action(s) can be taken to resolve such unethical conduct or violation without fear of reprisal.

Employees of the Bank have the responsibility to report or express their respective concerns on any unethical conduct or behaviour to the appropriate authority through the recommended and approved channel. Employees are to take this responsibility seriously within the Bank and help to avoid the negative publicity that may be associated with knowledge of such unethical conduct getting into public domain..



“The Bank” is committed to the highest standards of openness, probity, accountability and high ethical behaviour by helping to foster and maintain an environment where employees and other relevant stakeholders can act appropriately, without fear of reprisal.

To maintain these standards, the Bank encourages employees and relevant stakeholders who have material concerns about suspected misconduct or any breach or suspected breach of law or regulation that may adversely impact the Bank, to come forward and report them through appropriate channels (on a confidential basis in certain cases) without fear of retribution or unfair treatment.

The Bank conducts its operations 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 Bank is committed to investigate promptly any reported misconduct and to protect those who come forward to report such activities. The Bank further assures that all reports shall be treated in strict confidence.

The Bank’s internal control procedures are intended to detect and prevent or deter improper activities. In practice, 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.




1Whistle-blowerWhistle-blowers are expected to act in good faith and should refrain from making false accusations when reporting their concern(s), and provide further evidence at his/her disposal to aid investigation of the issues reported.
2SuspectsSuspect has a duty to cooperate with investigators during the period of investigation including provision of relevant information, documents or other materials as may be required by the investigator (also in case of appointed external investigator).
3Investigator (also in case of appointed external investigator) Head, Internal Control & Audit, Internal Control Officers or other personnel.        i.            The Head, Internal Control & Audit is expected to work with the external investigator to ensure investigation of all reported concerns in a seamless manner.ii.            The investigator is expected to handle all matters with high professionalism, confidently and promptly. He/she shall be independent and unbiased in carrying out investigation.iii.            The investigator has the responsibility of acknowledging all concern(s) reported and reporting on the progress of investigation to the whistle blower.iv.            The investigator shall submit a copy of his/her report to the Chairman of the Board Audit and Enterprise Risk Mgt. Committee as well as the Head, Internal Control & Audit within a time that must have been set up at the time of assigning investigation to him/her.v.            The investigator(s) shall refrain from discussing or disclosing matters under investigation referred to him.

vi.            The Whistle-blowing Committee comprises of five (5) members appointed by the Executive Management from among Management and Staff of the Bank.vii.            The Whistle-blowing Committee members are persons of integrity who generally command the confidence of Management and Staff of the Bank.viii.            The tenure of the office of the members of the Whistle-blowing Committee will be two (2) financial years in the first instance, which may be renewed by the Executive Management for another term of two (2) financial years but no more.                                                                     Furthermore, all whistleblowing investigation shall be kept confidential.ix.            Where a Committee member ceases to be part for any reason whatsoever, the Executive Management will appoint a replacement for such a person. The Whistle-blowing Committee will be accountable to the Board through the Executive Management of the Bank.

4Head, Human Capital ManagementThe Head, Human Capital Management of the Bank shall implement the report of investigation that relates to the Bank’s employees in line with the laid down disciplinary procedure as contained in the staff hand book.
5Board Audit and Enterprise Risk Mgt. CommitteeThe Board Audit Committee through the Head, Internal Audit shall make available to all committee members quarterly reports submitted by the Investigator on whistle-blowing and treat all whistle-blowing concerns(s) brought to the attention of the committee.
6Head, Internal Control & Audit, ERM Manager in collaboration with Head, Human Capital ManagementReview and update the whistle-blowing policy and procedure as well as obtain Board approval therein.
7Head, Financial ControlHead, Financial Control shall ensure the whistle-blowing compliance status report is reflected in the Bank’s annual audited financial statement.




Setting up formal whistle-blowing procedure within the Bank shall strengthen its corporate governance and ethics. It shall also be a useful risk management tool and safeguard against malpractices that could negatively impact the Bank’s asset, reputation through negative publicity, regulatory investigation and fines or sanctions if not checked.

The Whistle-blowing policy does not cover private grievances, which may include individual employment matters such as performance evaluation and discriminatory work assignment which are handled by Human Capital Management.

The Bank will provide all stakeholders (employees, management, directors, contractors, shareholders and the general public) with details of the Bank’s external auditors and email address as well as the Bank’s dedicated hotlines and email address via the Bank’s website in line with Section 3.4 of the Guidelines for Whistle Blowing for Banks and Other Financial Institutions in Nigeria.

This channel provides avenue to employees or any other person to freely disclose confidentially and anonymously any incident relating to various categories of unethical conduct including issues relating to social and environmental risk associated with projects the bank has financed. A disclosure of such unethical and other concerns will correct ethical conduct internally, increase accountability, build confidence among stakeholders and stop the wrongdoing from being a major focus of regulatory authorities and the media.

As part of the Internal Whistle-blowing procedure, all parties (i.e. staff members) to the whistle-blowing incidence that feel victimized can report their grievance(s) to the Chairman, Board Audit & Enterprise Risk Mgt. Committee or the Board Chairman. This is without prejudice to the fundamental right of the internal whistle-blower to seek redress in the court of law.

Also, as part of the External Whistle-blowing procedure, External whistle-blowers (i.e. non-staff of the Bank) shall be at liberty to report to appropriate authority or regulator(s) if he/she is not satisfied with the action taken to address the raised concern(s). External Whistle-blowers can fall into any of these categories; contractors, service providers, shareholders, development partners, analysts, consultants, job applicants, customers and the general public.

The Bank is required to submit returns on its compliance with the established whistle-blowing on a semi-annual basis to CBN as required from time to time based on the CBN Code of Corporate Governance for Other Financial Institutions (i.e. Microfinance Banks) in Nigeria. Also, the Bank’s external auditor is required to on an annual basis report to the CBN, the extent of the bank’s compliance with the provisions of the Guidelines for Whistle-Blowing for Banks and Other Financial Institutions in Nigeria. In addition, the Bank will include whistle-blowing compliance status report in its audited financial statements.



It shall be the policy of the Bank to handle investigations promptly within seven 7 days of receipt of allegation(s) or unethical conduct or behaviour report for internal whistle-blowing.

While for external whistle-blowing, it might not be possible to set a specified time frame for the conclusion of an investigation, since the diverse nature of potential concerns may make this impracticable. However, where the external consultant is working with the Head, Internal Control and Audit, both shall endeavour to resolve all concerns within for weeks.

Where for any reason, proper resolution is unable to be achieved within the above time frame, the Head, Internal Control and Audit shall advice the MD/CEO accordingly, and report to the Chairman, Board Audit and Enterprise Risk Management Committee.



The Bank shall protect and encourage whistle-blowers who disclose concerns, provided the disclosure is made;

  1. in the reasonable belief that it is intended to show malpractice or impropriety;
  2. to an appropriate person or authority; and
  3. in good faith without malice or mischief.

While all disclosures resulting from whistle-blowing shall be treated with a high level of confidentiality, staff and other relevant stakeholders are encouraged to disclose their name to make the report credible. Non-disclosure of name of the whistle-blower will however not make a reported case of malpractice intangible of investigation.

The Bank shall take the following into consideration in considering unanimous disclosure;

  1. seriousness of the issues being reported;
  2. the significance and credibility of the concern; and
  3. the possibility of confirming the allegation.

The Bank shall not subject a whistle-blower to any detriment if case reported is credible and tenable. Where a whistle-blower feels unfairly treated owing to his/her actions, the whistle-blower shall be at liberty to report to the Central Bank of Nigeria (CBN) and Nigeria Deposit Insurance Corporation (NDIC). This is without prejudice to the right of the whistle-blower to take appropriate legal action.

For the purpose of clarity, Section 4.9 of the Guidelines for Whistle Blowing for Banks and Other Financial Institutions in Nigeria as issued by the Central Bank of Nigeria (CBN) expressly describes the word “detriment” to include dismissal, termination, redundancy, undue influence, duress, withholding of benefits and/or entitlements and any other act that has negative impact on the whistle-blower.

Where necessary, compensation of whistle-blowers whether internal or external that have suffered detriment shall be at the discretion of the Board of Directors of the Bank taking into consideration regulatory guidance on compensation of whistle-blower to be issued from time to time.

Where the outcome of whistle-blowing report leads to recovery of the Bank’s funds, the whistle-blower shall be entitled to be paid five percent (5%) of the recovered sum as an incentive for all authentic whistle-blowing. Other incentives such as commendation, salary increment or promotion may be recommended by the Human Capital Management in addition to or in the alternative to the cash incentive.

Where recovery of funds is not involved, the Human Capital Management may recommend incentives to the whistle-blower such as commendation, salary increment or promotion to the next level, whichever is appropriate in the circumstance.



This policy remains the property of “BOSAK Microfinance Bank Limited” or “the Bank”. However, its custody and management towards ensuring that it remains a working document rests with the Head of Internal Control and Audit. He/She shall have oversight on Compliance with the provisions of the policy document.

This Policy document and procedure manual shall be subject to review every two (2) years and notify the relevant regulatory authorities of all such reviews as stated in the Guidelines for Whistle-Blowing issued by CBN. At the same time, all suggestions for review and or amendments shall be forwarded to the Head of Internal Control and Audit of the Bank for necessary action.

This document shall be hosted in the official website of the BOSAK Microfinance Bank Limited; the Management of the Bank shall ensure strict compliance with this Policy.



I have received, read and understood the provisions of this document. I agree to adhere to the content of the Whistle-blowing Policy Manual and further confirm that I will comply fully with and its provisions and guidelines.



Employee Number……………………...



Signature: …………………………….....

Date: …………………………………......



Please return this page to Human Capital Management.








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