General Business Principles
- Occupational Safety & Health, Environment and Security (SHES) - Policy, Standards & Handbooks
- Anti-Bribery and Ethics
- Nigeria Content and Local Communities Obligations
- Whistleblowing Policy
- Amended Share Dealing Code
- Disclosure Policy
- RPT Policy and Procedure
This Section defines the Company's general standards to be followed by the Contractor during the performance of the Order to satisfy the Company requirements for the systematic management of safety, health, environmental protection and security. This includes the Order specific SHES standards necessary to reduce identified SHES risks in the Order to As Low As Reasonably Practicable (ALARP).
All Contractor personnel engaged in the Order shall be conversant with and, at all times, strictly comply with the SHES STANDARDS.
SHES STANDARDS shall be in accordance with all applicable legislation, rules and regulations and shall consist of the following (listed in order of precedence):
- SHES STANDARDS as specified in this Section including Company SHES Commitment and Policy.
- The Contractor’s own SHES STANDARDS.
- Relevant International Association of Oil & Gas Producers (OGP) guidelines.
- IFC Standards, as required by project lenders
Where any part of the Order is not covered by any of the SHES STANDARDS, or when the defined SHES STANDARDS are considered or found to be inadequate, the Contractor shall immediately notify the Company of such absence or inadequacy. The Company and the Contractor shall then jointly develop and agree on revised SHES STANDARDS to cover and reduce the risk associated with the relevant part of the Order to ALARP which shall be done prior to proceeding with the relevant part of the Order.
The following OGP Guidelines/ reports are mandatory not discretionary and shall be implemented as applicable (www.ogp.org.uk/publications)
- Guidelines for the Development and Application of Health, Safety and Environmental Management Systems, International Association of Oil and Gas Producers (OGP) Report 6.36/210.
- HSSE Management – Guidelines for working together in a contract environment, International Association of Oil and Gas Producers (OGP) Report No 423, June 2010
- Shaping safety culture through safety leadership (OGP) Report 452, October 2013
- Land Transportation Safety Recommended Practice (OGP) Report 365, Nov 2012
- Life-saving Rules (OGP) Report 459, April 2013
COMPANY'S SHES POLICY
The Company has implemented a series of mandatory “Life Saving Rules”. The Contractor shall ensure that Contractor personnel comply with the Company’s Life Saving Rules, for the Order. Failure to comply will result in disciplinary action, up to and including removal from site and disqualification from future Company work, for employees of contractors or sub-contractors (OGP report 459, April 2013)
Anti-Bribery and Corruption Policy
- The purpose of this policy is to reinforce the Company’s business principle of zero tolerance to bribery and corruption by providing a framework to guard and promote the Company’s reputation for integrity and responsibility.
- It is the Company's policy to comply with all Nigerian laws, rules and regulations governing anti bribery and corruption. As a global company, the Company and its employees and officers are also bound by the anti-corruption laws of countries where we do business including but not limited to the United Kingdom Anti-Bribery Act 2010.
- This Policy applies to directors, employees, subsidiaries, agents, intermediaries, consultants, joint venture or other business partners and any other persons, organisations or bodies doing business with the Company or any of its subsidiaries and employees.
- The direct or indirect offer, payment, soliciting, authorisation or acceptance of bribes in any form (including favours) is not allowed. No bribes of any sort may be solicited from, paid to or accepted from customers, suppliers, agents, consultants, intermediaries, joint ventures or other business partners, stakeholders, politicians, and/or government officials.
- It is not permitted to establish accounts or internal budgets for the purpose of facilitating bribes or influencing transactions or decisions.
- the Company will promote its policy on bribery and corruption amongst its directors, employees, business partners, stakeholders, contactors, vendors and suppliers.
- Facilitation Payments
- Recognizing that facilitation payments are bribes, the Company expressly prohibits such payments. Thus, directors, officers, employees, agents, customers, contractors, suppliers, vendors, joint venture or other business partners and stakeholders are not allowed to solicit, make or receive facilitation payments on behalf of the Company. They are also not allowed to solicit, make or reciece such payments for themselves or any other person whomsoever in the course of the Company business.
- Gifts, Hospitality & Expenses
- The Company prohibits the solicitation, offer or receipt of gifts and hospitality whenever they could affect or be perceived to affect the outcome of business transactions or decisions and are not reasonable and bonafide.
- No expenditure of gifts, travel, lodging or entertainment for any Government Official or business partner or third party may be for the purpose of influencing any official action or to procure any improper advantage.
- Donations & Sponsorships
- Charitable donations and sponsorships should not be used as a subterfuge for bribery and must be consistent with the Company Business Principles and Code of Conduct.
- Charitable donations and sponsorships shall not be provided to any organization upon the suggestion or request of a public (government) official or for the purpose of influencing a public official.
- The Company shall not make payments and/or donations to political parties, organizations or their representatives.
- Agents & Intermediaries
- When retaining, paying or working with an agent or intermediary, it is mandatory to:
- Undertake properly documented due diligence.
- Have a solid, documented basis for trusting the intermediary.
- Take reasonable steps to monitor for and prevent misconduct
- Ensure compliance with the Company’s Anti-Bribery Policy
- Contractors & Suppliers
The Company shall:
- Conduct its contract and procurement practices in a fair and transparent manner.
- Avoid dealing with contractors and suppliers known or reasonably suspected to be paying bribes.
- Undertake due diligence in evaluating prospective contractors and suppliers to ensure that they have effective anti-bribery & corruption programmes.
- Make known its Anti-Bribery Policy to contractors, agents, intermediaries, suppliers, joint venture partners and other business partners and expect compliance from them.
- Ensure compliance with the Company’s Anti-Bribery Policy
- Take reasonable steps to monitor for and prevent misconduct.
- Documentation & Record-keeping
- The Company’s books and records must be kept with reasonable detail and accuracy so that they fairly and correctly reflect all transactions in accordance with established procedures and be subjected to audit.
- All controls and approval procedures must be followed.
- The Company books and records must not contain any false, misleading or other artificial entries.
- Raising concerns & seeking guidance
- Company will provide secure and accessible channels through which directors, officers, employees, subsidiaries, agents, consultants, suppliers, contractors, joint ventures partners or other business partners should feel able to raise concerns and report violations in confidence and without risk of reprisal.
- Every director, officer, employee or business partner of Company is required to report to Company violation of the Anti-Bribery Policy.
- Breach of the provisions of the Anti-Bribery Policy constitutes serious misconduct and will be subject to appropriate disciplinary measures including, but not limited to, termination of employment or appointment of the affected officer or employee.
- Breach of the Anti-Bribery Policy by agents, contractors, intermediaries, suppliers, vendors, consultants, joint venture or other business partners may lead to the termination of such business relationships.
Breach of the Anti-Bribery Policy may also result in civil or criminal proceedings against defaulters.
- Nigerian Content
- Contractor shall provide documentation of its plan to comply with the Nigerian Oil and Gas Industry Content Development Act, 2010 (NOGICDA) with respect to this project.
- Company is committed to the implementation of the NOGICDA. Therefore, Company expects Contractor to maximize the opportunities for Nigerian capacity utilization and development of in-country expertise.
- Contractor shall meet the Nigerian Content Minimum Targets as provided in the schedule to the NOGICDA (the “Schedule”). The Contractor shall implement the plan and execution strategy as proposed by Contractor, and agreed to by Company to ensure:
- That a minimum Nigerian man-hours as provided in the Schedule is utilised in Nigeria to execute the project;
- That the detailed approved plan for compliance including project organization chart indicating responsibilities and qualifications, Order-share ratio as basis for computing and arriving at the minimum man hours is complied with;
- That the Equipment, materials and other services’ monetary spend plan for the project complies with provisions of the NOGICDA and with the minimum specified in the Schedule.
- Company shall, in compliance with the NOGICDA, deduct from each invoice or any other mode of payment specified in this Contract, 1% (one percent) of the Contract value. The amount(s) so deducted shall be paid into a bank account nominated by the Board and designated as Nigerian Content Development Fund.
- Should Contractor fail to implement or report or properly document the Nigerian Content Targets with respect to this project, and should Company incur a penalty as a consequence of Contractor’s failure in accordance with section 68 of NOGICDA, Company shall have the right to:
- Apply Liquidated Damages equal to five per cent (5%) of the total Contract value; or
- Cancel the contract in accordance with Article 5.3 of the General Conditions of Contract.
- Nigerian Content Indicator Report
- Pursuant to the implementation of the NOGICDA, Contractor is obligated to provide monthly reports for the project during the contractual period on Contractor’s performance, using appropriate forms or formats provided in the Contract or as deemed appropriate subsequently by Company. These templates and others as may be required by Company shall be used to measure and ascertain compliance with the agreed plans and execution strategy.
- Contractor shall provide the necessary details, on the same documents, of Sub-Contractors and Suppliers records.
- Company and/or Nigerian Content Monitoring Board and her agencies shall have the right to access Contractor’s facilities, documents and information in order to verify the accuracy of such reports in accordance with NOGICDA.
- A final close out report of achievement upon successful conclusion and percentage of Nigerian Content Indicator Report is obligatory.
- Community Obligations
- Contractor is expected to fully comply with the laws of Nigeria. Contractor is also expected to fully comply with Company’s ethics polices with regard to contacts with local officials and unauthorised payments to individuals. Actions and activities that would compromise Company's policies, reputation, or security will not be tolerated.
- To address the situation of arbitrary requests for cash payments received from members of the communities; the following rules shall apply:
- Contractor shall refrain from making any Cash payment to members of the Communities for the purpose of gaining access to or working in or around any Company’s location.
- Any request for cash payment received from communities by the Contractor (before or during the Contract activities) shall be referred to the Company’s Sustainable Community Development (“SCD”) Department for appropriate action and resolution.
- Voluntary contributions to the community's development are permitted and required. During the continuance of this Agreement the Contractor agrees to ensure that it makes contributions such as scholarships, training and knowledge transfer, equipment and material donations, employment and social infrastructure projects to the community.
- Where possible, Company shall assist Contractor to secure the Company's Order Site where the Contract does not impose on the Contractor, the obligation to provide security for its personnel and equipment.
- Where the Contract imposes the obligation on Contractor to provide security, Contractor shall not, under any circumstances, hire the services of armed civilian personnel, but shall seek to use official security agents provided through Government.
- The above rules shall form part of the existing agreement between Company and Contractor during the Contract duration.
- Failure to adhere to these terms of Contracting shall be the grounds for immediate termination of the Contract by the Company.
- Contractor hereby declares and acknowledges that it is acquainted with all aspects with regard to community relations, and the associated jeopardy thereof as a result of events or circumstances beyond the direct control of the Parties hereto.
The board of directors of the Company (the “Board”) takes a very serious view of any fraudulent behavior or malpractices within the Company and/or its subsidiary undertakings (the “Group”).
We recognize that effective and honest communication is essential to maintain the Company’s core values and to ensure that negative business practices are detected and dealt with promptly with a view to preserving the reputation and integrity of the Company with its various publics.
Whistleblowing occurs when an employee raises a concern about misconduct, alleged dishonest or illegal activity occurring in an organization. The whistleblower may make their allegations internally (to other people within the accused organization) or externally (to regulators and law enforcement agencies). All employees of the Group are encouraged to raise genuine concerns about possible improprieties in the Conduct of the Group’s business, whether in matters of financial reporting or other malpractices, at the earliest opportunity.
Scope of Policy
The objective of this policy is to support the Group’s values by encouraging all employees of the Group to report any business misconduct without fear of risk to themselves or any inhibition or victimization. Such misconduct includes:
- committing a criminal offence
- some form of financial impropriety
- failure to comply with a legal obligation
- damage to the environment
- danger to any person’s health or safety
- miscarriage of justice
This policy applies in all cases where an employee genuinely and in good faith has reasons to believe that misconduct is occurring, has occurred or may occur within the Group, irrespective of location. The whistleblower must not make the disclosure for personal gain and show it is reasonable to make the disclosure.
This policy has been prepared and approved by the Audit Committee on behalf of the Board.
Principles and Safeguards
- All concerns will be treated fairly and properly.
- Provided they have acted in good faith and in the belief that what is being reported is true, the employee reporting the incident under the terms of this policy will be protected from any recrimination as a result of making their report
- The Board and management will not tolerate the harassment or victimisation of anyone within the Group raising a genuine concern.
- The Board and management will ensure that any individual raising a concern is aware of who is handling the matter.
- The Board and management will ensure no one will be at risk of suffering some form of retribution as a result of raising a concern even if they are mistaken. The Board and management do not however extend these assurances to anyone who maliciously raises a matter they know is untrue
- Whistleblowers can ask for their concerns to be treated in confidence and such wishes will be respected. Anonymous allegation may be considered at the discretion of the Company. In exercising this discretion, the factors to be taken into account will include the seriousness of the issues raised, the credibility of the concern and the likelihood of confirming the allegation from attributable sources.
Whistleblowers should inform their supervisors immediately suspicion of misconduct arises. Where the allegation is about their supervisor, the employee should inform a member of the Executive team, e.g. the Chief Executive Officer or the Company Secretary or alternatively contact HR. Such persons will create a report and initiate an investigation.
If there is evidence of criminal activity then the investigating officer should inform the police. The Group will ensure that any internal investigation does not hinder a formal police investigation.
Employees who have raised concerns internally will be informed of who is handling the matter; how they can make contact with that person; and if there is any further assistance required. The Group will give as much feedback as possible without any infringement on a duty of confidence owed to someone else.
Employees’ identities will not be disclosed without prior consent. Where concerns cannot be resolved without revealing the identity of the employee raising the concern (e.g., if evidence is required in court), a dialogue will be entered into with the employee concerned as to whether and how the matter can proceed.
Where the investigation leads to remedial action, the whistleblower will be informed of the intended remedial action.
Approved by the Audit Committee