Section 347 Investments and Securities Act

Section 347 of the Investments and Securities Act 2025 is about Obligation of persons to disclose information connected with activities of their employer. It is under Part XVIII (Miscellaneous Provisions) of the Act. It provides as follows:

(1) An employee of a capital market operator, market participant, public company or other issuer of securities shall have the duty to disclose any information connected with the activities of his work place which tends to show that —
(a) a criminal offence has been, is being or is likely to be committed;

(b) a person has failed, is failing, is likely to fail or otherwise omitted to comply with any legal obligation to which he is subject; or
(c) any information tending to show any matter falling within paragraph (a) or (b) has been, is being or is likely to be concealed.

(2) For the purpose of subsection (1), it shall be immaterial whether the relevant failure occurred, occurs or would occur in Nigeria or elsewhere, and whether the law applying to it is that of Nigeria or any other country or territory.

(3) An information shall be deemed provided in accordance with subsection (1) if the employee, makes the disclosure in good faith to his employer, and where his employer fails, refuses or omits to act, to the Commission, or where the relevant failure or omission relates solely or mainly to the conduct of a person other than his employer, or any other matter for which a person other than his employer has legal responsibility, to that other person:

Provided that the employee reasonably believes that the information disclosed
and any allegation contained in it, are substantially true, and in all circumstances that it is reasonable for the employee to make the disclosure.

(4) Notwithstanding the provisions of subsection (3), an employee shall have the right to make a disclosure directly to the Commission and the Commission may in appropriate circumstances maintain the anonymity of the identity of the employee.

(5) In determining whether it is reasonable for the employee to make the disclosure, regard shall be had to —
(a) the identity of the person to whom the disclosure is made;

(b) the seriousness of the failure, or omission; or
(c) whether the failure is continuing or is likely to occur in the future.

(6) An employer shall not subject an employee to any detriment by any act or failure to act on the ground that the employee has made a disclosure in accordance with the provisions of this Act.

(7) Where an employee has been subjected to any detriment in contravention of subsection (6), he may present a complaint to the Commission.

(8) The Commission shall, on receipt of such complaint, cause an investigation to be carried out and if satisfied that the provision of this section has been contravened, the Commission shall direct the affected capital market operator, market participant, public company or other issuer of securities to reinstate the affected employee or pay compensation in accordance with subsection (10) within one month of such directive.

(9) Where the detriment suffered is other than dismissal or termination, the Commission shall direct the capital market operator, market participant, public company or other issuer of securities to restore the affected employee to his appropriate position within one month of such directive.

(10) An employee relieved of his employment without any just cause other than for reason of disclosure made under this section shall be entitled to a compensation which shall be calculated as if he had attained the maximum age of retirement or had served the maximum period of service, in accordance with his conditions of service.

(11) A capital market operator, market participant, public company or other issuer of securities which contravenes the provisions of this section is liable to a penalty of not less than N5,000,000 in addition to the payment of compensation to the employee in accordance with subsection (10).

(12) For the purpose of this section, ‘detriment’ includes dismissal, termination, redundancy, withholding of benefits and entitlements, suspension and any other act that has negative impact on the employee.

(13) Subject to the provisions of the Constitution of the Federal Republic of Nigeria, 1999 any provision in any other law or agreement which precludes the application of this section shall be void.