Whistle blowing Policy

1. Policy Statement

1.1. Eterna Plc (“Eterna”) believes strongly in proactively preventing fraud as well as implementing effective controls to detect fraudulent activities and To this extent, its management and Board of Directors have resolved to adopt a Whistle-blowing Policy as enshrined in this document (this “Policy”).

Eterna is committed to high standards of ethical, moral and legal business conduct. Consequently, we have developed this Policy in line with Sections 1.1(a) and 32 of the SEC Code of Corporate Governance Section, which provides that companies should have a whistle-blowing policy that is transparent to all stakeholders.

2. Applicability

This Policy applies to all employees, prospective employees, directors, contract workers, vendors, service providers, customers, and other stakeholders of Eterna. The Policy shall be effective from the date it is signed by the Chairman, Board of Directors of Eterna Plc.

3. Purpose

A. To create a work environment where employees, outsourced staff, contract workers, vendors, service providers, customers and other stakeholders are able to report concerns on fraud, misconduct, irregularities, harassment, malpractice or unethical practices, without fear of harassment and/or victimization and with an assurance that their concerns will be taken seriously and investigated with their confidentiality respected and if any relevant Eterna employee is found culpable, appropriate action will be taken.

B. To provide whistle-blowers with guidance on how to report any

C. To reassure whistle-blowers that they should be able to report genuine concerns without fear of victimization or reprisals, even if their concerns turn out to be However, we strongly encourage all our stakeholders not to engage in malicious whistle-blowing for the implementation of this Policy to be effective.

4. Definition of Terms

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

4.1. Fraud

Fraud is an intentional, false representation or concealment of a material fact, for inducing another to act upon it, to his or her detriment, and to the direct or indirect benefit of the perpetrator. Fraud can be committed by internal parties such as employees, external parties such as vendors, or both, by collusion.

An act will be categorized as being fraudulent in nature if the act has the following characteristics:

  • Intent to commit fraud;
  • Direct or indirect benefit;
  • Loss suffered by the victim;
  • Attempt to conceal the

According to the Association of Certified Fraud Examiners (ACFE), occupational fraud is classified as follows:

  • Corruption
  • Asset Misappropriation
  • Fraudulent Financial Statements

4.1.1.   Corruption

  • Inappropriate relationships with third parties resulting in a conflict of
  • Bribery, where someone is influenced by payment or benefit in kind to unreasonably provide advantage to another through utilization of his or her
  • Giving or receiving kickbacks from vendors, transporters, customers, distributors, other service providers, among
  • Illegal

4.1.2.   Asset Misappropriation

  • Skimming (theft of cash that has not yet been recorded in the accounting system) and cash larceny (theft of money that has been recorded in the accounting system)
  • False invoicing via inactive companies, false invoicing via collusion with vendors and purchase of items for personal benefit made with Eterna
  • Falsification of amount of sales made by a sales person to earn more (or undeclared)
  • Theft, willful mismanagement or willful destruction or loss of assets g. Inventory (by employees or transporters.)
  • Theft or misuse of non-cash assets, including supplies, fixed assets,
  • Disclosing confidential and/or proprietary information to any third party without authorization.

4.1.3.   Fraudulent Financial Statements

  • Intentional misstatement or omission of material information in the organization’s financial
  • Recording fictitious revenues
  • Timing differences fraud g. channel stuffing to record higher sales or meet targets
  • Concealing liabilities and expenses
  • Improper assets valuation
  • Improper disclosures

Please note that these examples are not exhaustive and are not intended to be exhaustive.


  • any type of fraud or mismanagement;
  • any activities that may constitute bribery or corruption in breach of any relevant laws or the Anti-Corruption and Bribery Policy;
  • misuse or theft of Eterna’s assets and property;
  • forgery (use of fake certificates, false declaration of age, );
  • the deliberate concealment of any malpractice;
  • non-disclosure of conflicts of interest; and
  • override or violation of controls


4.2. Misconduct

Misconduct refers to any unethical or unlawful conduct, in violation of Eterna’s values, policies, procedures or regulations. This can be intentional or unintentional. The common forms of misconduct, also referred to as offences, misdemeanors or transgressions are stated below, these are not meant to be exhaustive:

  • Theft;
  • Unauthorized possession of company goods;
  • Fraud;
  • Bribery;
  • Intimidation;
  • Assault;
  • Willful or negligent damage of company property;
  • Deserting post or work station without permission;
  • Unauthorized possession or consumption of liquor or drugs while on duty;
  • Willful poor performance;
  • Sabotage;
  • sexual harassment, verbal, or physical abuse;
  • failure to comply with any legal, professional obligation or regulatory requirements as required or mandated by Eterna;
  • breach of Eterna’s Code of Business Conduct;
  • breach of any of Eterna’s internal policies and procedures;
  • conduct that is likely to damage Eterna’s reputation;
  • abuse of office on the part of any member of staff or director;
  • unauthorized disclosure of confidential information;
  • misuse of Eterna’s information systems and computer databases; and
  • miscarriage of justice.



Whistle-blowing is the disclosure of any information that, in the reasonable belief of the person making the disclosure, relates to suspected or actual misconduct, fraud or danger at Eterna. These include but are not limited to:

4.4whistle-blower is a person who reports a genuine concern (examples of which are set out above) and who has reasonable grounds to believe that the disclosure is

4.5This Policy encourages employees and other stakeholders with genuine concerns relating to suspected fraud, misconduct or danger affecting any of Eterna’s activities (a whistle-blowing concern) to report it under this

5. Confidentiality

5.1. Every effort will be made to treat the whistle-blower’s identity with appropriate regard for

5.2. However, if a whistle-blower chooses to remain anonymous he/she shall not be able to receive any update on the reported complaint/observation.

5.3. Whistleblowing complaints/observations can be logged on the company’s website (eternaplc.com/whistleblowing. (Also see section 13 of this policy document for additional reporting channels). Members of staff who choose to remain anonymous shall not be able to receive an update on their reported complaint/observation. Members of Staff who choose to reveal their identity can still use the website link provided above and other reporting channels highlighted in section 13.

5.4. All concerns/complaints reported via the platforms/channels provided in this policy document will be received by the primary recipient which is the IC. However, for issues that may be reported which involves any member of the IC (See section 7.3 below). All recipients allocated to a reported event shall be independent of the allegation and will have powers in their official capacity to ensure the concerns are All concerns/complaints will always be reported to at least two (2) recipients to ensure independence.

6. Reporting a Whistle-blowing Concern

6.1Employees and other stakeholders are enjoined to report incidents of fraud, misconduct and other unethical practices at Eterna in a confidential and anonymous manner. The earlier a concern is reported, the easier it is to act. Delay may cause substantial losses to Eterna and its valued stakeholders.

6.2Therefore, as soon as you become aware of a situation indicating fraud, misconduct or any other misconduct highlighted as described above, you should report the concern through the following platforms, namely:


S/N Party Reporting Platform
1 All Eterna Staff (Permanent, Contract and Outsourced). Click the link provided below or login to Eterna Plc website and click on “Whistle-blower” located at the bottom of the website and follow the link to report your concern. You can report either anonymously or non-anonymously. Staff who choose to disclose their identity should choose the “Non-Anonymous Reporting” option fill the form (you must indicate your  name or provide your phone number or email address. In addition, members of staff who choose to disclose their identity may call the whistle-blowing hotline number provided in section 13.
2 Non Eterna Staff (Customers, Vendors, Regulators, Directors and other stakeholders). Login to Eterna Plc website and click on “Whistle-blower” located at the bottom of the website and follow the link to report your concern. You can report either anonymously or non-anonymously.If the Non Eterna Staff is willing to disclose his/her identity, then report by clicking on non-anonymous reporting and proceed to fill the form. In addition, for those who are willing to disclose their identity, you can also email or call us. Please section 13 for more information on these channels.


6.3All concerns/reports received by the IC (See Section 8.3 for a list of IC members) via the above-mentioned whistleblowing platforms/channels shall be reported to the following stakeholders depending on the nature of concern and people involved:

Report against who? Report to be sent to:



Other (s)

Integrity Committee (integrity.committee@eternaplc.com)
Head of Internal Audit/Risk and Head of Human Resources/Head, Health, Safety, Security and Environment  and Company Secretary/Legal Adviser Chief Financial Officer, the MD/CEO and the Chairman of the Board Risk Management and HSSE Committee( em@eternaplc.com)
Any director (excluding the MD/CEO, CFO and COO) Chairman of the Board of Directors, Chairman of the Board Risk Management and HSSE Committee and the MD/CEO (em@eternaplc.com)
MD/CEO, CFO and COO Chairman of the Board of Directors and the Chairman of the Board Risk Management and HSSE Committee (cob@eternaplc.com or crh@eternaplc.com)


6.4.  Reported concerns may be difficult to investigate if the whistle-blowers do not provide sufficient information, we therefore encourage all whistle-blowers to provide detailed information that will facilitate efficient and effective Such information should include, but are not limited to the following:

  • nature of the incident
  • people involved
  • date(s) and time of incident
  • place(s) of occurrence
  • how the incident occurred
  • any other useful information

However, potential whistle-blowers are not discouraged from blowing the whistle even if they do not have all the required information as highlighted above.

7. Investigation and Outcome

7.1.  Once a concern has been reported, the primary recipient of the incident report shall be the IC. Depending on the nature of the allegations and level of people involved, the IC (refer to Section 6.3 for details) shall nominate an internal or external investigator with sufficient resources and experience, to review all reported cases and initiate appropriate action.

  • Where the report is not made anonymously, Eterna will inform the whistle-blower about the commission of the investigation, and the whistle-blower may be required to provide further information. The reporter shall receive an update on the investigation five (5) working days after the reported incident.
  • In the event of an anonymous report made either by an Eterna or Non-Eterna staff, the person(s) who made the allegation shall not receive an update personally, however, Eterna shall provide a periodic summary of all reported whistleblowing investigations in its internal communication to all staff.

7.2.  The Head of Internal Audit/Risk shall provide oversight on all investigations conducted internally or externally, except where the Head of Internal Audit and/or the Internal Audit unit is conflicted which could be because of the following, amongst others:

  • Being involved in the allegation
  • Familiarity or perceived association with the subject of the allegation

The investigator(s) may make recommendations for policy or procedural change to enable Eterna to minimize the risk of future wrongdoing.

7.3.  The Integrity Committee (IC) shall be composed of the following, namely:

  • The Head of Human Resources
  • The Chief Financial Officer (CFO)
  • The Managing Director/Chief Executive Officer (MD/CEO)
  • A General Manager appointed by the MD
  • The Head of Internal Audit/Risk
  • The Company Secretary/Legal Adviser (CS/LA)
  • The Head Health, Safety, Security and Environment

8. Protection of Whistle-blowers

8.1.  It is understandable that whistle-blowers are sometimes worried about possible repercussions of whistle-blowing, including but not limited to victimization and harassment. To this end, Eterna aims to encourage openness and will support members of staff who report concerns under this Policy in good faith, even if they turn out to be

8.2. Members of staff will not suffer any detrimental treatment because of reporting a Detrimental treatment includes dismissal, disciplinary action, threats or other unfavorable treatment connected with reporting a concern. If you believe that you have suffered any such treatment, you should report it formally to the Head of Internal Audit/Risk, Head of Human Resources, Chief Financial Officer or directly to the MD/CEO where you consider this more appropriate.

8.3. Members of staff must not threaten or retaliate against whistle-blowers in any If such whistle-blower is or feels victimized, Eterna shall be obligated to employ appropriate tools to offer redress to the whistle-blower concerned following the necessary investigation of such victimization, in line with the provisions of 9.2 above. Anyone involved in such conduct will be subject to disciplinary action, which may lead to his or her summary dismissal.

9. False Disclosures

The Company will treat all disclosures of malpractice seriously and protect staff who raise concerns in good faith. Employees are advised to avoid malicious, untrue or unreasonable disclosure. Where an allegation or report against a director or employee is found to be invalid or untrue, such person will be subject to disciplinary action. Such disciplinary action shall be in line with Eterna’s Sanction Grid, or other legal means necessary to protect the reputation of Eterna, members of the Board, employees and shareholders of Eterna. Please refer to Eterna’s Staff Handbook for details on disciplinary action.

10. Awareness

All Departmental Heads are required to notify and communicate the existence and contents of this Policy to all employees of their department. New employees shall be informed of this Policy by the Human Resources Department as part of the normal induction programme. This policy shall be made available on Eterna’s website as a “Read Only” document for all staff and stakeholders to access. Periodic whistle-blowing awareness sessions will be organized by the Head of Human Resources to continue to sensitize employees and other stakeholders on the benefits of contributing to and using the whistle-blowing platforms.

11. Responsibility for this Policy

11.1.  In line with the provisions of the SEC Code of Corporate Governance, the Board of Directors have overall responsibility for this Policy, and for reviewing the effectiveness of actions taken in response to concerns reported under this

11.2.  This Policy will be reviewed by the IC every year and/or when there is a new regulation affecting the content of the policy, to ensure that its provisions remain up-to date, and continue to meet its objectives, Eterna’s legal obligations and to reflect leading practice. The Board of Directors will be required to approve all amendments to the Policy.

11.3.  Board and Management Commitment

The Board and Management are aware that a whistle-blowing mechanism exists for employees and other relevant stakeholders to disclose workplace malpractices without fear of reprisal shows that employees take their responsibilities seriously and helps to avoid the negative publicity that often accompanies disclosures to external parties.

Hence, the Board of Directors and Management is committed towards 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 being reported is fact.

11.4.  Non-Compliance

Failure to ensure compliance with this Policy could lead to the following consequences:

  • Disciplinary action initiated by the Company, including dismissal; and/or
  • Termination of any contractual relationship by the Company for breach of this Policy.

11.5.  Disclaimer

A stakeholder’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, vexatious 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 third-party stakeholder, Eterna reserves the right to terminate the relationship forthwith.

12. Contact Details

Should you have questions on any aspect of this policy, please contact any of the following:

  • Head of Internal Audit / Risk  – 0809 230 9035
  • Head of Human Resources          – 0813 636 0077

Whistle-Blowing Channels: