NNPC Limited Code of Conduct - Conflict of Interest PDF

NNPC Limited Code of Conduct 5 Conflict of Interest Conflict of interest refers to any situation which causes an individual’s personal financial or non-financial interests to affect his or her duty to act in the best interest of the Company. Undisclosed conflicts of interest may prove detrimental...

NNPC Limited Code of Conduct 5 Conflict of Interest Conflict of interest refers to any situation which causes an individual’s personal financial or non-financial interests to affect his or her duty to act in the best interest of the Company. Undisclosed conflicts of interest may prove detrimental to the Company as they place the employees in a position where their interests are pitted against the interests of the Company. Conflicts of interest may be direct in instances where an employee has personal interests in a transaction, as well as indirect in instances where a relative or close associate of an employee has interests in a transaction. A conflict of interest may also be actual or perceived. Interests which amount to a conflict may include circumstances where an employee has a close personal relationship with an NNPC Limited business partner or competitor. 5.1 Direct Interests Direct interests refer to any investments or management positions held by Board members and employees, as well their spouses and unmarried children under the age of eighteen years (“Close Relatives”), in any organization that has a business relationship with the Company. However, this definition does not apply to interests less than 0.5% ownership of a Publicly Listed Company. Direct interests which amount to a conflict may include the following circumstances, where an: a) Employee has ownership interests in an NNPC Limited business partner or competitor b) Employee’s family (e.g. spouse, child, parent or sibling) has ownership or another form of business relationship (such as employment, directorship etc.) in an NNPC Limited business partner or competitor. 5.2 Indirect Interests Indirect interests refer to a set of circumstances where a Board member or an employee, or their Close Relatives exercise control over an organization that has a business relationship with the Company without directly owning any interests or holding any office in such organization. It also refers to circumstances where Board members or employees stand to profit from the success of an organization. Indirect interests which amount to a conflict may include the following circumstances, where an: 24 NNPC Limited Code of Conduct a) Employee has a close personal relationship with an NNPC Limited business partner or competitor. b) Employee’s close associate has ownership or another form of business relationship (such as employment, directorship etc.) in an NNPC Limited business partner or competitor. 5.3 Perceived Interests Perceived interests refer to circumstances where a Board member, an employee of the Company or their Close Relatives / associates appears to be prejudiced or stand to benefit from the outcome of a decision. This could be as a result of an existing relationship between such a Board member or employee and the direct beneficiary of such decision. 5.4 What NNPC Limited expects from Employees All NNPC Limited Employees must declare potential conflicts of interest. NNPC Limited relies on its employees’ good judgement in the exercise of their responsibilities in the best interests of NNPC Limited and its reputation. NNPC Limited respects its employees’ right to privacy in their personal affairs and activities. However, it is possible that an employee’s personal or family activities may raise an actual or potential conflict with their duty of loyalty to NNPC Limited. Therefore, employees are expected to: a) Take steps to avoid conflicts of interest whether actual or perceived, direct or indirect. b) Make conscious effort to identify and declare any circumstance which constitutes or has the likelihood to constitute a conflict of interest. Declarations of conflicts of interest should be reported through appropriate channels. c) Consult the relevant regulatory and compliance unit when in doubt on how to proceed where there is actual or perceived conflict of interest. After which the relevant regulatory and compliance unit will provide directions therefrom on the appropriate action(s) to be taken to address the conflict. d) Adhere to guidance provided by the relevant regulatory and compliance unit subsequent to declaring any conflict of interest. e) Disclose any suspected conflicts of interests between other employees and NNPC Limited’s business partners. Conflicts of interest cases should be reported through the following channels below, irrespective of whether the identified conflict is confirmed, potential or suspected. f) Relevant Regulatory and Compliance Unit. 25 NNPC Limited Code of Conduct g) Human Resources Department. Any individual with an actual or perceived conflict of interest in any transaction/process will be excluded from participating in the decision making of such a transaction/process. Failure to adhere to employee expectations will lead to disciplinary measures as defined in the disciplinary and consequences HR policy. 5.5 Guidelines to Avoid Conflict of Interest a) Ensure that you do not take decisions that may create a conflict between your interests and those of NNPC Limited. b) Ensure that your agents do not take decisions that may create a conflict between your interests and those of NNPC Limited. c) Disclose in writing to your Supervising Manager the relevant facts and explain the circumstances that create or could create a conflict of interest. d) Ensure you complete your annual disclosures: i. Management Staff: All Board members and Management Staff are expected to declare all direct interests to the Company annually. Indirect interests should also be declared where the involved party is a business partner of NNPC Limited. Refer to appendix B1 for interest declaration form. ii. Other Staff: Employees below Management level will be required to fill a form yearly attesting to their status regarding conflicts of interest. Employees of these grade levels who indicate that they have conflicts will be required to declare the details of their conflicts. Refer to appendix B2 for attestation form. All employees should fill and submit online their annual interest declaration or attestation forms to the Ethics and Compliance Unit of GRC every January. iii. Seek guidance from your Supervising Manager if you have any doubts about the confidentiality of information or the propriety of your ownerships or dealings. iv. As a guide, ask yourself the question; would I feel comfortable explaining any actions to my work colleagues, friends, or the media? v. Conduct relationships with contractors and suppliers in a professional and impartial manner. Be aware that the acceptance of any offer of future employment, consultancy or directorship with an NNPC Limited contractor, supplier, customer, and competitor or business partner constitutes a potential conflict of interest. 26 NNPC Limited Code of Conduct vi. Do not misuse your position in NNPC Limited or confidential information you have gained, to achieve personal interest or indirect gain. vii. Do not get involved in the hiring, supervision, management or career planning of any relative or in financial controlling and auditing or human resources discussions regarding any relative. viii. Ensure your relationships with contractors and suppliers does not influence business decisions made on behalf of NNPC Limited. ix. Ensure you do not apply any form of pressure or inducement to other employees to influence the decision in your favour. x. Be careful not to accept gifts or inducements (including hospitality) that might place you under an obligation. 27