The Company has a well-developed corporate governance system governed by business conduct and ethics set at international standards for compliance at various level of the organization
The efficiency of corporate governance is one of the crucial drivers for improvement of the Сompany’s competitiveness. The development of the Company is impossible without an efficient structure in place that regulates the relations between the Board of Directors, the executives and shareholders, without investors being sure that the Company’s management spends their funds in a reasonable manner to achieve capitalization growth.
AfriCorp Petroleum corporate governance system aims to establish and preserve reliable trustful relations with the community of investors and shareholders, which facilitates a further increase in the Company’s investment appeal.
The information available in this section gives a detailed insight into the principles of interaction between AfriCorp Petroleum and its shareholders and gives an idea of the Company’s general management and of the way the shareholders control the measures taken by the management.
Board Governance
The Board of Directors is responsible for setting the strategic direction for the Company and overseeing its business affairs in accordance with the provision of the law and company rules. The Board has adopted a written charter which guides its mode of operation. A Non-Executive Chairman leads the Board whilst the Group Chief Executive Officer leads the executive management.
Periodic reviews are conducted by independent professional consultants to evaluate the board, its committees and individual directors in performance of their duties to maximum capabilities. The evaluation is guided by the following Corporate Governance Models:
The Board meets at least once every quarter. Additional meetings are scheduled whenever matters which require the attention of the Board arises. The Company Secretary circulates the agenda for each meeting in advance of the meeting. The Directors are mandatory to attend all meetings of the Board and committees they have been programmed to. Teleconference and video conferencing facilities are available for flexibility and cost effectiveness.
The newly appointed members of the Board are enlightened on the Group’s Code of Business Conduct & Ethics and other related policies as part of the induction program. The program also includes on-site visits to AfriCorp Petroleum’s facilities. This well-rounded/intensive induction process helps the directors to understand the diverse nature of the businesses, the ethical values to which AfriCorp Petroleum subscribes and the culture of the organization; thereby enabling them to discharge their duties to all stakeholders effectively and efficiently.
Additionally, Directors attend training courses and conferences to support their professional development and educate them on recent regulatory changes that may affect the Company. The Board evaluation process also identifies skill gaps on the board and recommends ways to bridge those gaps. Individual development plans can then be drawn up for each director and implemented to bridge any knowledge gaps.
Shareholders’ Meeting
AfriCorp Petroleum ensures the shareholders rights are implemented amongst which are the right to participate in the Company’s decision-making regarding the most important issues considered at the Shareholders Meeting, right to receive dividend payments, and right to obtain information about Company’s activities. a Shareholders Meeting (when held in the form of a joint attendance of shareholders) shall be arranged at the geographic location of the Company or at another location designated by the Board of Directors.
Bribery and Corruption
The Company’s Code of Conduct prohibits payments such as bribes and facilitation payments and this applies to all employees and business partners. All employees are introduced to the code as part of their induction and must sign a certificate of compliance. In addition, there is an annual mandatory ethics re-certification to ensure all employees and directors maintain an awareness of the issues in this area. All business partners are made aware of the ‘Code of Ethics’ and the Company expects full compliance.
AfriCorp Petroleum has a zero-tolerance policy towards corrupt practices both locally and internationally as this prevents transparency and impacts integrity in the conduct of its business. As AfriCorp Petroleum operations take place all over the world, including some countries that present high bribery and corruption risk, it is important to comply with international laws like the Corruption of Foreign Public Officials Act 1998, the Foreign Corrupt Practices Act and the UK Bribery Act 2010. The code is reviewed regularly.
Anti-Corruption Initiatives
AfriCorp Petroleum is opposed to bribery and corruption in any form. The Company supports the global fight against corrupt practices and actively promotes anti-corruption initiatives within our business. We take our responsibilities as an ethical business seriously and we are committed to carrying out our activities fairly, honestly and openly, even within challenging social and political environments. We believe that our success as a business depends on this approach as it enables the Company’s stakeholders to have the required level of confidence in their dealings with the Company and enhances our reputation.
We encourage a governance framework that ensures culture of compliance, safety and ethics that includes systems designed to ensure that the business acts responsibly, with high standards of corporate governance, while also delivering on shareholder value. These include:
- Financial management systems designed to detect bribery and corruption
- Operational control training to ensure employees and business partners are aware of bribery and corruption issues
- Internal communications and reminders to all of their obligations under relevant policies and procedures in this area including the Company’s code of conduct
- Regular reviews of the Company’s policies including: the Anti-Corruption Policy, the Policy on Interactions with Public Officials, and the Gifts & Benefits Policy
- Declaration by all employees of gifts, benefits and entertainment given or received
- Whistle-blowing processes to assist employees report concerns in a confidential manner
- Conducting due diligence on all business partners
- Ensuring that all business partners execute a Non-Solicitation Agreement
- Periodic Risk Assessments to ensure internal controls against corrupt practices are working effectively
- Taking disciplinary action on employees or business partners in relation to established breaches of any anti-bribery and corruption measure
Due Diligence
AfriCorp Petroleum implements due diligence procedures to ensure the potential bribery and corruption risks associated with doing our business customers (new and existing) and business partners are identified and managed effectively. This allows the Company to make appropriate risk assessments and put mitigating measures in place thereby ensuring that we make informed decisions in the selection of our business partners and suppliers. There are mechanisms in place to audit existing relationships to ensure continued compliance with globally acceptable ethical standards by existing business partners.
There is an obligation on business partners to maintain effective due diligence systems in compliance with the AfriCorp Petroleum Code of Business Conduct and Ethics and this obligation extends to contractors and sub-contractors, who we may hire their services on behalf of AfriCorp Petroleum. Where there is suspected or potential violation of anti-corruption laws, we aim to examine these and take appropriate action where necessary.
The Company utilizes the Worldcheck compliance screening software, which enables us to capture any high-risk individuals and entities that are already on the radar of global enforcement agencies. This tool augments the company’s existing policies and procedures that identify and manage financial, regulatory and reputational risks associated with doing business with potential and existing business partners and counter parties.
In our bid to continue to take a risk-based approach in our vendor (business partners) screening processes, the company uses the Oracle Applications Cloud Software to ensure that new and existing business partners are registered on the company’s business partners’ database along with up-to-date requisite documents for the business partners.
The Oracle Applications Cloud Software conducts a periodic automated audit wherein registered business partners are deactivated in a bid to re-evaluate and manage financial, regulatory and reputational risks associated with doing business with existing business partners.
In addition to eliminating bribery and corruption, the Company’s KYC and due diligence process also aims at eliminating or reducing the risk of dealing with persons or organizations involved in money laundering, financing terrorism, child labour, and abuse of human rights; or which are on any sanctions list.
Transparency
AfriCorp Petroleum is a responsible business and has a duty to all our shareholders and stakeholders, in the countries and communities where we operate, we strive to conduct our business in a transparent and socially sustainable manner. Our code of conduct requires that we do not engage in bribery or corruption in any form, and this applies to all employees and business partners. The Board values its communications with the Company’s shareholders and seeks to keep them up to date with company performance and developments.
Promoting Anti-Corruption Awareness
AfriCorp Petroleum ensures Annual Recertification Exercise where all employees are required to watch a presentation on the Company’s code of conduct and compliance policies. International Anti-corruption Day on December 9 is recognized annually throughout the Company and communication on the United Nations initiative circulated to all employees. An “Ethics Watch” and a “Compliance Bitesize Newsletter” circulation is published periodically and includes information on various topics around ethical conduct and good corporate governance.
Compliance Itinerary Videos on compliance and ethical issues are available on the Company Intranet for all employees to view.
On the 9th of December of every year, AfriCorp Petroleum joins the rest of the world to commemorate the “International Anti-Corruption Day” in a bid to further entrench the ideals of good corporate governance and international best practice as an essential part of the Company’s culture.
This annual commemoration is a clear demonstration of the company’s commitment in the fight against corruption as further encapsulated in our Anti-Corruption Policy. The policy highlights the measures in place to counter corruption-related business risks across all our operations whilst aiming to create and maintain a level playing field with fair competitiveness in our business dealings.
The Company, its directors, employees and business partners are to comply with and uphold relevant laws for countering corruption and economic crime in all jurisdictions where it operates; and are to be committed to the principles prohibiting corruption as prescribed by organizations with which the Company has subscribed.
An Executive member of the organization is appointed to drive compliance and Governance and ensure Anti-Corruption initiatives are fully implemented in the Company.
Relationship with Regulators
AfriCorp Petroleum transacts business internationally and engages with governments on many fronts, from collaborating on entrepreneurial initiatives to understanding our tax liabilities. Although the way we interact with government agencies, ministries and regulatory bodies depends on the legal and regulatory framework in each country of operation, our Code of Business Conduct and Ethics, and Policy on Interactions with Public Officials requires all employees and business partners to be honest, open and transparent in their interactions and dialogue with government officials and regulatory bodies. AfriCorp Petroleum policy clearly prohibits the offering of facilitation payments to government officials. AfriCorp Petroleum also has a policy of not participating directly in party political activity or making contributions to political candidates whether in cash or in kind.
Bid Process
The process is aimed at ensuring transparency and upholding the Company’s integrity in all business activities undertaken whilst simultaneously obtaining value for money. The Governance Office has the responsibility of ensuring that the principles of transparency and fair play govern the conduct of this exercise and has set down acceptable guidelines for conducting this process.
The implementation of the Tenders Board Policy and AfriCorp Petroleum Bid Opening guidelines in line with fundamental principle of good procurement practice ensures consistency, accountability, transparency, fairness and integrity in tendering and contracting processes in AfriCorp Petroleum. The Tenders Board policy establishes the terms of reference and composition of the board which comprises of personnel with diverse disciplines in the Risk Management & Controls unit, Finance unit, Legal unit, Tax unit, Governance unit, HSEQ unit, Operations unit, Supply Chain and Management unit and representative of JV partners if required.
The Tender Board meets to consider and if deemed appropriate, approve any bids after a thorough technical and commercial evaluation has been carried out by the necessary teams.
With the diversity of the board composition, sound professional judgment is employed to determine the good use of resources and ensure that the company is exposed to minimized risks and costs in the selection of vendors and award of contracts.
Vendor Selection Policy
At AfriCorp Petroleum, we select our vendors on merit, competence, pricing, timely delivery through a competitive bidding process. The Supply chain (Procurement ) department identifies suitable and qualified vendors who have the capability to provide the required services or solutions to meet the user department’s requirement at the most competitive price. Only valid vendors with track record of performance are selected and registered for business dealings. The performance of vendors is monitored to determine if the business relationship should be continued or discontinued.
In supporting the company’s fight against corruption and unethical practices, the company establishes a framework through which the company may suspend dealings with business partners for a failure to comply with AfriCorp Petroleum policies and procedures and the Corporate Code of Business Conduct and Ethics. The policy applies to the adherence by Business Partners to contractual terms, safety, standards of ethics, financial property and human rights in the provision of goods and/ or services.
Whistleblowing
The Whistleblowing Process
The board of directors of AfriCorp Petroleum approved and regularly reviews its Whistleblower Policy to comply with all applicable Nigerian laws; and to provide a procedure for reporting.
Importantly, it encourages directors, officers, employees and contractors of the Company to report evidence of any misconduct without fear of discrimination, harassment or retaliation.
The Board has approved the following procedures to show its commitment to maintaining a workplace in which the Company can receive, retain, and address all complaints received by the Company regarding violations or perceived violations of its Corporate Code of Business Conduct and Ethics, and all applicable laws and regulations.
In accordance with AfriCorp Petroleum’s Whistleblowing Policy, any employees, officers, contractors and directors shall report actual or suspected irregularities or improprieties with respect to AfriCorp Petroleum’s financial statements, accounting, internal accounting controls, auditing matters, or any other violation of any applicable laws, rules or regulations; and the AfriCorp Petroleum Corporate Code of Business Conduct and Ethics through a Secure Reporting Process as follows:
The Complaint shall be directed only by e-mail: whistleblowing@africorppetroleum.com
