Code of Business Ethics

1. Introduction

All employees of Fenog Nigeria Ltd. must recognize that the good reputation of the company is established by its staff working together to achieve the goals set out for the Company in an honest and ethical manner. Therefore, the individual actions of the employees in the performance of their duties will often be seen as either the actions of Fenog or as reflecting positively or negatively on the Company. The employees as ambassadors of Fenog must be seen to and must maintain, a high level of honesty and integrity in all transactions and actions that could in any way reflect on the Company.

This Policy highlights the basic principles that the Company and its employees are to follow in the daily performance of their duties.

2. Compliance with the Law

Employees must strictly adhere to all laws and regulations of the Federal Republic of Nigeria, in the first instance, and secondarily to the regulations and instructions of Fenog Nigeria all areas of its operations.

3. Abuse of Office

Employees shall not abuse their office or take any action that may be interpreted as an attempt to benefit from their positions. Abuse of office includes but is not limited to the following:

  • Any attempt by employees to use their positions within the Company for personal gains.
  • The use of Company funds or assets for unauthorized, improper or personal use.
  • Exertion of influence over contractors to the benefit or employees.
  • The offering, payment, soliciting or acceptance of bribes in any form.
  • The use of Company time to conduct the employee's personal business.
  • Any attempt by employee(s) to cover up any impropriety by others in connection with the Company's business.

4. Conflict of Interest

Professional excellence can only be maintained by a culture of honesty, integrity and fairness. Employees must, therefore avoid a conflict between their role in the conduct of the Company's business and their private activities. Where such conflict exists, employees have a duty to make a full disclosure of all the facts to the Company through their manager.

Conflict of interest may arise but is not limited to the following situations:

  • Misuse of Company information or Company facilities to which an employee has access.
  • Doing personal business during company working hours
  • Accepting employment or consulting for other organizations apart from charitable institutions. Charitable work should not conflict with Fenog Nigeria Ltd. work and should be performed outside official hours.
  • Employees accepting outside non-executive directorships or owning shares in privately owned companies, which have any form of business dealings with Fenog unless with the explicit written approval of the Managing Director. (The above rule does not apply to shares held in publicly quoted companies, which have a business relationship with Fenog . However, if there is any possibility that such a holding could cause a conflict with the exercise of the employee's duties, such conflict should be brought to the attention of the employee's manager in writing).
  • If a member of an employee's family has interests (as director, partner, shareholder or influential employee) in companies or businesses which have any form of business dealings with Fenog and the employee or a close colleague are or are likely to become involved in any discussion and/or decisions regarding dealings with such companies or businesses, the employee must inform his Manager in writing. Under no circumstances should any personal benefit be derived from such dealing regardless of the degree of involvement.
  • No employee should disclose any confidential information about Fenog affairs to persons not authorized to receive such information.
  • The acceptance of gifts or gratuitous services from contractors which have business dealings with Fenog and which could place an employee in a position where his independent business judgment may be prejudiced, is forbidden. Minor corporate gifts may be accepted.
  • All offers of gifts or gratuitous services (whether accepted or rejected) must be reported to the employee's Manager.
  • In no case should the employee or his family solicit gifts or gratuitous services from companies currently doing, having done, or planning to do business with Fenog .
  • Inducements (bribes and dash) are at all times unacceptable and should be reported immediately to the employee's manager.
  • Acceptance, directly or indirectly, of payments, services or loans (save for loans obtained from a Bank in the Employee's personal capacity) from a supplier, contractor, sub-contractor or other third parties is forbidden.
  • Ownership of property acquired as a result of Company information.

Generally, Fenog wishes to encourage staff participation outside working hours in unpaid voluntarily; public service, recreational, sporting and other community activities. Sometimes, however, these activities diminish the effectiveness of an employee's work for Fenog . When invited to serve on local charitable or community bodies or as an appointed or elected club official an employee must be able to combine his outside activities with full-time Company employment.

The Managing Director's approval is needed before any department in the company can accept a major contribution to a Company function, or large-scale entertainment of staff, by any contractor.

Employees shall therefore:

  • Voluntarily opt out of any negotiation, duty or assignment where it is seen or could be seen by others that the employee's interest in the issue could affect or could be seen to affect the employee's equitable judgment.
  • Declare his interest in a situation where the execution of his normal duties could be deemed to be partial. The onus of duty is on the employee to declare his personal interest.

5. Public Statements

Employees shall not make representations to any individual or to the general public on matters concerning government policies or politics on behalf of the Company, or pass on their personal representations as representing the views or positions of the Company.

6. Government Relations

All dealings with Government and official authorities must be transparent and above board and employees must not exceed the limits of their actual or ostensible authority.

Statements and declarations to such bodies must be true and correct at all times.

7. Contractual Obligations

All matters concerned with contracting activity shall be treated as confidential and must be handled strictly in line with applicable procedures put in place by the Company.

All negotiation and other matters leading to a contractual agreement shall be handled with necessary skill and diligence as not to unduly expose the Company to liabilities and to ensure that no personal benefit is derived or unfair advantage given to any contractor.

8. Accurate Records

There shall be a recording of all business dealings.

All books, records and accounts of Fenog are to be kept in a complete and accurate manner.

Financial and other business transactions must be recorded in such a manner as to reflect fairly and accurately the true nature of such transaction.

Invoices must reflect the true commercial transaction and not be intended to serve any illegal or improper purpose such as kickbacks or bribery.

Fees and commissions to agents and other parties must be legal, proper and reasonable in relation to customary practice

Any attempt of any document made internally or externally must be made in line with the prevailing rules and regulations, and this Code of Ethics.

9. Role of the Managers

Each Manager is expected to lead by example, and ensure that all their activities on behalf of the Company are conducted in line with this Code of Ethics.

Managers will be responsible for managing this Code within their departments, and ensuring compliance therewith by all employees.

All conflicts of interest, whether actual or potential, reported by employees, must be recorded. All actual conflicts should be notified to the ED (Finance & Admin) who will then assess the effect of the conflict, and take such steps as may be necessary.

In respect of potential conflicts, each Manager must first assess whether in fact a conflict exists or may occur. Where such a determination is made, then such conflicts should be reported to ED (Finance & Admin.) for further review.

The ED (Finance & Admin.) shall be the overall coordinator for this Code.

Where a Manager comes across a situation that suggests that an employee under his supervision may be in a position of conflict, he will be required to draw the employee's attention to the situation and ask the employee to explain the circumstances, prior to taking such further steps as may be warranted.


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