PolicyPOLICY

RISK MANAGEMENT POLICY

Adopted by the Board: 29^th March 2021

Last Amended:

Policy Owner: Board of Directors

Email:  contact@globalspectrumplc.com

This Policy (the “Policy”) is aimed at identifying, evaluating, managing and reviewing risk in Global Spectrum Energy Services Plc (“The Company”) in other to minimise the causes of risk.

Application

This policy applies to Board members, Senior management and Staffs

Responsibility for implementing

It is the responsibility of the Board of Directors to implement this policy through the chairman of the Risk committee and the Chief Risk Officer.

What is Risk Management?

Risk management is the process of identifying, assessing and controlling threats to a company’s capital and earnings. These threats could stem from a wide variety of Business and Internal Control Risk. 

 What Risk will be managed

• Reputational risk as a result of loss in customer loyalty or support leading to the damage of the reputation of the company.
• Risk resulting from the decisions and strategies put in place by the Company or wrong decision making.
• Risk resulting from the change in external financial conditions.
• Competition risk as a result of as a result of actions taking by rivals or competitors.
• Business environment risk as a result of environmental, political, regulatory, social, environmental and technological factor.
• Risk of Inability of the company to settle its debt and thereby leading to the dissolution.

Procedures

• Annual risk identification exercise undertaken by management facilitated by the Chairman of the Risk Committee;
• Assessment of the consequence and likelihood of risk, the development and/or review of individual risk management plans for the risks identified which exceed the company’s acceptable risks;
• Inclusion of a Risk Management Assessment for all business activities;
• Incorporation of risk management into strategic planning, operational and resource management planning processes;
• Annual review of the risk management activities by the Risk Committee;
• Periodic reporting by the Chairman of the Risk Management to the Board of Directors on action taken in respect of risk management.
• Ensure that risk management processes are incorporated into the quality assurance and improvement systems of the Company;
• Clearly define and document escalation procedures for risk management;
• Ensure a consistency in approach of responses to the same risk by different departments in the company;
• Document all risks with a potentially high impact, as assessed on the basis of their likely occurrence or impact; and
• test documented risk management procedures at appropriate intervals.

Individual Responsibility

Board of Directors, Management and Staff of the company should implement this policy in a methodical manner and ensure that it is included in their day to day activities as it relates to the Company.

Management should ensure that staff have available to them sufficient information and training opportunities in risk management as appropriate to their position and roles.

Reviewing/Monitoring and Recording

The risk management function should be subject to regular and independent review through a rigorous internal and external process which shall be done periodically and report shall be generated on a daily, weekly, monthly or quarterly basis depending on the nature and type of exposure and the volatility in the underlying risk factor.

The steps ranging from data collection, analysis and reporting should be documented and reviewed to ensure transparency.

INTERNAL CONTROL POLICY

Adopted by the Board: 29^th March 2021

Last amended:

Policy Owner: Board of Directors

Email: contact@globalspectrumplc.com

The policy establishes guidelines for the identification and control of internal control for Global Spectrum Energy Services Plc (” The Company”), applying controls to reduce the risk of losses and taking corrective measures when losses occur.

Application

This policy applies to the Board members, Internal Audit committees, Internal Audit Coordinator, Senior management and staffs of the Company.

Responsibility for Implementing

It is the responsibility of the Chairman of the Audit Committee to implement the Internal Control policy through the Internal control department whose processes are part of the scope of the periodic assessment of internal controls.

What is Internal Control?

Internal control is the process that provides effectiveness and efficiency of operations, reliability of financial reporting and compliance with applicable laws, regulations and internal policies.

What Risk will be managed

• Errors from financial activities especially incorrect financial reporting.
• Fraud in reporting and safeguarding of the assets of the company.
• Risk of losses resulting from inadequate or failed internal processes, people and systems.
• Vessel Wreck/hijack risk caused by mechanical problem in the course of sail, weather condition or pirates.
• Risk which comprises of legal sanction involving material losses, financial losses as a result of failure to comply with Local or International Laws, Industry specific regulations, code of conduct and best/good practice.
• Legal, taxation and transaction and operational risk.

Procedures

• The disclosure of financial reports in other to ensure accuracy and integrity to financial records and operations efficiency.
• Proper segregation of duties to ensure adequate checks and balances of employees within the organization.
• Authorization and approval of financial transactions.
• Regular vessel maintenance, staff and crew training and other measures to prevent operational risk.
• Continually monitoring the internal control system to determine if it is operating as it was designed to do and to ensure that controls are being followed.
• Provide adequate communication and information to both internal and external parties especially the employees knowing the objective, policies and procedure management has established and finally the expectations expected of them.
• Ensure that assets are properly valued and protected, cash, account receivables and other assets account are reconciled, safe investments in accordance with adopted investment policy, protection of assets against loss, misappropriation or theft and ensuring that inventory items are available when needed for use.
• Providing ethical and efficient functions in the areas of operations, reporting and compliance with internal and external rules and regulation relating to the Company.
• Ensure risk management is identified, assessed and maximise activities to minimise the causes of risk.
• Deployment of fully equipped safety and security personnel’s.
• Detailed records showing when the Vessels was last inspected, serviced, or maintained and all damages notices by anyone should be reported immediately.
• Screening and hiring of employees.
• Employee training seminars, classes, and instructional periods and a detailed record showing which employees have received training and when they received their training.
• Employees disciplinary actions on continuous default from duties or responsibilities.
• Compliance with authorized capital requirements with industry, Federal and State Tax Laws and financial reporting standards.
• Compliance with Local and International Laws, industry specific regulations and code of conducts.
• Comply with the Ethics in the workplace, health and safety procedures put in place.
• Review of contractual obligations and claims.
• Review of control account and system, electronic and manual check and controls, back-up facility and contingent planning.
• Monthly review of liquidity requirement and cash resources.

Roles and Responsibilities

Board of Directors

The Board of Directors shall execute an annual review to ensure the efficiency of the internal controls system in the Company and shall disclose the results to the shareholders in the Annual Corporate Governance Report.

Audit Committee

The Audit Committee shall review and evaluate the systems of financial and internal controls management in the Company, recognize the deficiencies of the company, implementing action plans to taking in the company and finally notifying the Board of Directors on the steps taking to cure the defect.

Senior Management

To monitor the evolution of the internal control assessment according to the reports issued by the Internal Audit and Independent Internal Audit coordination teams and ensure the implementation in the company align with its strategic objectives.

The Department is responsible for providing the BOD / Audit Committee with an overall opinion on whether the results of the controls are effective or not. To meet its objectives, the Internal Controls Department has unrestricted access, at all times, to the records, personnel, property and operations of various departments and shall also keep confidential all information provided.

Internal Audit Coordinator

The Internal Audit Coordinator reports functionally to the Chairman of the Board of Directors / Audit Committee and administratively to the Chief Executive Officer.

The Internal Controls Manager is required to report to the Chairman of the Board of Directors / Audit Committee and the Chief Executive Officer on any matters identified that involve fraud or significant breaches of laws and regulations.

Independence and Objectivity

The Internal Controls Department shall maintain its independence in substance and appearance at all times through its direct reporting to the Board of Directors. Internal Controls Department shall not assume any responsibilities or perform any duties within the Company that are outside the scope of this policy, that have not been approved by the Chairman of the Board of Directors / Audit Committee.

Internal Control Documentation

proper documentation of processes, risks and internal controls which is structured to guarantee the necessary information that supports the assessments of processes, systems and controls.

Assessment of Internal Control

Periodic assessment by internal control officers through questionnaires or facilitated sessions to assess the adequacy of internal controls in mitigating risks and promoting compliance. Outcome should be analysed and hereafter reported to the committee responsible for internal control. This should be done annually.

Action Plan

Internal controls assessed as ineffective are discussed with those responsible for the implementation of the controls and the Coordination responsible for defining the action plan for correcting the identified deficiency. The Risk and Internal Control Coordination assists in the preparation and follow-up of the implementation of the necessary action plans to implement or improve the internal controls necessary to mitigate risks and finally the strategy and agreed action plan is reported to Management and to the Audit Committee.

RELATED PARTY TRANSACTION

Adopted by the Board: 29^th March 2021

Last amended:

Policy Owner: Company Secretary

Email:  info@rayfieldassociates.net

This policy outlines Global Spectrum Energy Services Plc’s (the “Company”) expectations on Related Party Transactions. The Company recognizes that related party transactions present a heightened risk of conflicts of interest and therefore the Company has adopted this policy.

 Application

This policy applies to the Directors and controlling Shareholders of the Company.

Responsibility for Implementing

It is the responsibility of the Audit Committee to implement this policy through the management.

What is Related Party Transaction?

A related party transaction is a transaction between a company, its subsidiary or an associated company and any of its directors, controlling shareholders or any person connected to such persons (“interested party”).

Disclosures

Where there is a Related party transaction, it shall be disclosed to shareholders and in its accounts. The transactions to be disclosed should be transactions with a value equal to, or more than, 5% of the group’s latest audited net tangible assets or its issued share capital. These apply both to a single transaction that crosses the threshold and also to transactions with the same related party which in aggregate come to 5% or more in one financial year.

Transaction that takes the value up to the threshold and all subsequent transactions to be entered into with the same interested party shall also be disclosed and shall be subject to approval by the members through an ordinary resolution.

Review

The Audit Committee would review and recommend amendments to the Policy, as and when required, subject to the approval of the Board. The Policy shall be subject to revision / amendment in accordance with the Rules, Regulations, Notifications, etc. on the subject as may be issued by relevant statutory authorities, from time to time.

To review a Related Party Transaction, the Audit Committee will be provided with all the relevant information pertaining to the Related Party Transaction, including the name of the related party, the nature of the relationship, nature of the transaction, whether the transaction is in the ‘Ordinary Course of Business’, whether the transaction is at ‘Arm’s Length’ and any other matter, as may be required.

In case of any amendment(s), clarification(s), circular(s), etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s), etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s).

Identification of Related Party Transaction

Each director is responsible for providing notice to the Board of any potential related party transactions involving him/her including any additional information about the transaction as the Board may desire and shall also inform the board on any changes in the above.

The Secretarial Department needs to inform any change in the Related Party to Departmental heads to identify the Related Party Transactions. The Company Secretary shall prepare and maintain the database of Related Parties on the basis of aforesaid information/ declaration including any revisions therein.

Procedure

All Related Party Transactions for the period shall be reported to the Company Secretary by various departmental heads who shall place the same for approval or ratification by the Audit Committee/ Board of Directors.

STAFF DEVELOPMENT PROGRAMME (TRAINING) POLICY

Adopted by the Board:

Last amended:

Policy Owner: Company Secretary and Human Resource Department

Staff Development Hotline:

Email: info@rayfieldsassociates.net

This Staff Development Policy is intended to outline the objectives, requirements, strategy, and methodology to be used in training employees of Global Spectrum Energy Services PLC (“the organization”) to improve and expand the knowledge base of the employees to accomplish its objectives.

Who is an Employee?

An Employee is a person employed by the Company after an application and interview process resulting in his or her selection for a specific position and a Contract of Employment have been duly executed.

Application

This policy applies to Top Management positions, Supervisors and other employees in various positions. It also applies to permanent, full-time or part-time employees.

Training Requisite

•  Carry out a thorough training needs analysis.
• Align learning outcomes with business goals and on-job tasks.
• Coming up with an information on the training goals and learning objective.
• Provision of just-in-time learning using the most appropriate delivery method
• Having a meeting with the leaners (Employees).

Procedure

• Employees (or their Heads of Department) identify the need for training.
• Employees and Heads of Department discuss potential training programs or methods and come up with suggestions.
• Heads of Departments contact Human Resource and briefly present their proposal. They might also have to complete a form.
• Human Resource researches the proposal, with attention to budget and training content.
• Human Resource approves or rejects the proposal. If they reject it, they should provide reasons in writing.
• If approves, arrangements for dates, accommodation, reserving places shall be provided.

If a Head of Department or employee decides to drop or cancel a training, they will have to inform HR immediately. They will also have to shoulder any cancellation or other fees.

In cases where training ends with examination, employees are obliged to submit the results. If they do not pass the exam, they can retake it on their own expense.

Training requirements

In carrying out training programs, external consultants will be brought in periodically at reasonable time and when specific expertise is needed. In most cases the top managerial officers will carry out in-house trainings after a successful training sessions attended by them in other to transfer the knowledge gained from its training.

The training to be conducted includes: orientation training, on-board training, soft skill training, health and safety, supervisory, management, professional, technical and literary training.The training can also be done as internship, on-site, off the job, classroom and conference method.

Procedure

Training Evaluation

At the end of each training, the following will be done:

• An electronic survey will be sent via email to all participants to get their reactions on the training and the impact it is likely to have on them.
• Examination following training where necessary.

Expectation

• Behavioural pattern and quality management improvement. Increase in productivity and operational efficiency by quicker, more effective and production of higher quality. Change in the achievement of strategic goals.