Legal – Global Spectrum Energy Services Plc

CODE OF ETHICS AND STATEMENT OF BUSINESS PRACTICES

Our Code of Ethics and Business Conduct requires the Board, company officials and employees alike to observe high standards of ethics both personally and in the conduct of business. We are representatives of the company and so we must act responsibly, transparently and with integrity in discharging our responsibilities at all times. As good corporate citizens, we must act in accordance with legal requirements and agreed ethical standards and respect for the community in which we operate.

We will continue to update and develop the corporate policies to provide additional guidance, it is important that you check our intra communication and policy landscape regularly, for developments on these policies.

CONFLICT OF INTEREST POLICY

Adopted by the Board:

Last amended:

Policy Owner: Chairman of the Board

Email:

The Directors and officers individually and collectively affirm their commitment to ensuring that the Company operates efficiently, effectively and legally, towards achieving its goals.

 Application

This policy applies to the Directors and senior officers of the Company.

Responsibility for Implementing

It is the responsibility of the Board to implement this policy through the Chairman and the Board Governance Committee.

What is Conflict of Interest?

A conflict of interest situation is one where there is a clash between the duties of the director or officer to the company with his personal interest or duties to a third party such that the director or officer acquires some form of benefit either of himself or for another by choosing the interest over his duty to the Company.

The Directors and Officers affirm:

That they owe a fiduciary duty to the Company as a whole, and a duty to use due care and diligence in fulfilling the functions of their office and exercising the powers attached to the office. 

That personal interests, or the interest of any associated persons, will not be allowed to conflict with the interests of the Company, and shall to that effect, promptly disclose to the Board and Committee any real or potential conflict of interest that as they arise, abstain from discussions and voting on any matter in which a director has or may have conflict of interest, and seek guidance from the Chairman of the Board or the Company Secretary where uncertain whether or not there is in a conflict of interest situation.

Not to engage in conduct likely to bring discredit upon the company, and should encourage fair dealing by all employees with the Company’s customers, suppliers, competitors and other employees.

Raise a Concern

It is the responsibility of the Directors and officers to promptly raise issues of real, potential or perceived conflict of interest on the part of a fellow director that comes to knowledge with the Chairman of the Board for clarification. Where an issue is raised, notice shall be given to the affected Director/Officer to respond

Monitoring and Review

The Chairman through the Board and Committees shall monitor this policy and make rules for implementation as is necessary to meet internationally recommended ethical and governance standards.

WHISTLE BLOWING POLICY

Adopted by the Board:

Last amended:

Policy Owner: Managing Director

Whistleblower Hotline: (+234) 01-4538348

Email: contact@globalspectrumplc.com

This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns of violations within the Organization prior to seeking resolution outside the Organization and to provide protection for those who report violations in good faith.

Who is a Whistle-Blower?

A whistleblower is anyone who reveals illegal, unethical or inappropriate practices to persons in authority. It may include directors, senior executives, employees, contractors and other stakeholders including members of the public.

Application

This policy applies to the Company’s directors, senior executives, employees, contractors and other stakeholders including members of the public (referred to as “whistleblower” in this policy).

Whistleblower Protection

No director, officer or employee who in good faith reports a violation of the Code shall suffer harassment, retaliation or adverse employment consequence.  An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.

Raise a Concern

To report a violation, a Whistleblower

  • Should promptly report to his supervisor or the Human Resource Manager, or may choose to follow the company’s escalation line up to the Board Committee level where he/she is reluctant to report to his Supervisor or Human Resource Manager.
  • May make the report anonymously or identify himself/herself on the report.
  • The report shall be transmitted to the MD/CEO who shall review the report and submit a summary of the report, the investigations and its findings to the Chairman of the Audit Committee and the Committee shall address and resolve all reports concerning accounting practices, internal controls or auditing.
  • Shall first report to the appropriate local authorities where the violation involves a crime against person or property like rape, burglary, assault etc.

The Whistleblower shall receive a report on the progress of the investigations, resolution of the issue within 5 days of his report.

Where the resolution of a report that was brought in good faith and investigated internally is not to the satisfaction of the whistleblower, he/she may report the matter to the appropriate legal or investigative authority in charge of such matters.

Confidentiality

The identity of a whistleblower must be kept in strict confidence by persons directly involved in the investigations unless his identity is required by law enforcement in its own investigations, in which case members of the organization are subject to subpoena.

A Whistleblower who makes a report otherwise than in good faith shall be subject to disciplinary action including termination of employment.

INSIDER TRADING POLICY

Adopted by the Board:

Last amended:

Policy Owner: Company Secretary

Email: info@rayfieldassociates.net  

This Insider Trading Policy provides guidelines for employees, officers and directors on the trading of the Company’s securities and help prevent insider dealing in securities and comply with the securities Laws. Each individual is independently responsible for his understanding and interpretation of this policy.

Application

This policy applies to Company employees, officers and directors (collectively referred to as “Representatives”) and their immediate family members including their wards, who live with them or live elsewhere and who rely on them for direction or are influenced by them in their dealings in company securities.

It also applies to all transactions in the company securities in whatever forms and whatever the nomenclature, whether debt and equity securities and including stock, share options, warrants, derivative securities relating to the Company’s securities, whether or not they are issued by the Company.

Responsibility for implementing

The Company Secretary is responsible for administering this policy.

What is Insider Trading?

Insider trading is the dealing in a company’s securities using material price sensitive information that is not available to the general public through a press release or securities filing. Price sensitive information is any information that has a substantial likelihood to influence an investor’s voting decision or decision to buy, hold or sell the company’s securities, that has the likelihood to affect the market price of the company’s securities whether positively or negatively and whether the information is positive or negative.

What you should not do

Material non-public information are the property of the Company except where disclosure is authorized or legally mandated, therefore Representatives are forbidden from

  • Buying, selling or otherwise dealing in the securities of the company in order to make a profit or avoid a loss by reason of an unpublished prize sensitive information in relation to those securities.
  • disclosing such information, or making recommendations or giving their opinions on the basis of such information to third parties.
  • Procuring another to deal in the securities of the company on the basis of such information.

This Policy extends to Material non-public information relating to other companies, including the Company’s customers, vendors or suppliers (“business partners”), when that information is obtained in the course of employment with, or other services performed on behalf of, the Company.

Individual Responsibility

Every employee, officer and director has the individual responsibility to comply with this Policy. Appropriate judgment should always be exercised by each employee, officer and director in connection with any trade in the Company’s securities.

To that extent, a Representative may, occasionally have to forgo a transaction in the Company’s securities which he/she had already planned, once material non-public information comes to his/her knowledge even though he/she may suffer an investment loss by forgoing that transaction.

 Liability for Violation

Any such contraventions may render the transactions avoidable and may result in civil and/or criminal liability under the Securities Laws, and disciplinary proceedings and sanctions by the Company on the violating employee, Director or officer.

This policy remains binding on Directors, officers and employee up to six months after their services with the company has ceased.

Securities Trading Policy (Declaration)

In compliance with Rule 17.15 Disclosure of Dealings in Issuers’ Shares, Rulebook of the Exchange 2015 (Issuers Rule) Global Spectrum Energy Services Plc maintains a Security Trading Policy which guides Directors, Audit Committee members, employees and all individuals categorized as insiders as to their dealing in the Company’s shares. The Policy undergoes periodic reviews by the Board and is updated accordingly. The Company has made specific inquiries of all its directors and other insiders and is not aware of any infringement of the policy during the period.

COMMUNICATIONS POLICY

Adopted by the Board:

Last amended:

Policy Owner: MD/CEO

Email: contact@globalspectrumplc.com  

This Policy (the “Policy”) sets out the guidelines for communication with the internal and external stakeholders of Global Spectrum Energy Services Plc (the “Company”). The purpose is to define the extent, quality and guidelines for disseminating corporate communication with the Company’s Shareholders, Stakeholders and the general public.

Application

This policy applies to Company employees, officers, directors and other Authorised persons.

In the context of this policy, “Authorised Persons” includes the Managing Director/Chief Executive Officer (MD/CEO); Chief Operations Officer, Corporate Services/Company Secretary, individuals explicitly approved by the MD/CEO, and those whose approved job description include communication with internal and/or external stakeholders.

Principles

We are dedicated to the dissemination of timely and accurate disclosure our activities to both internal and external stakeholders, to that end, all corporate communication shall be in line with company policy, standards, strategy documents and prescribed laws and regulations.

Formal engagements with external stakeholders, the media, or with internal stakeholders may be undertaken only by approved Authorised persons.

All corporate communications must be conveyed through the appropriate and approved communication channels to ensure that stakeholder beneficiaries of the information disseminated have equal access to the information, and to build stakeholder trust through consistency.

To ensure and encourage interaction with the external stakeholders, an active customer service phone line and email is be published on Company website to receive feedback from stakeholders. Turnaround time for all such emails received shall be two working days.

Corporate Communications must be timely, accurate, clear, readable and understandable, transparent and intentional having due regard to Company confidential information.

All communication to external stakeholders including the regulatory agencies must be approved by the MD/CEO through Corporate Affairs/Company Secretary.

All contents of materials to be used in communicating with the external stakeholders must be reviewed and approved by Corporate Affairs prior to sharing the contents to the intended stakeholders to ensure compliance and accuracy of information.

Internal communication objectives is to strengthening the organizational culture and feeling of commitment among the internal stakeholders, thereby increasing active participation and team spirit.

Internal communication shall be handled by the Groups responsible for such correspondence, including Strategy, Corporate Affairs and Corporate Services Groups (for Staff members) and Legal & Company Secretariat Group (for Board of Directors).

Company employees and officers should refrain from making public statements of personal opinion regarding the company, its markets activities.

Individual Responsibility

Every employee, officer and director has the individual responsibility to comply with this Policy. Appropriate judgment should always be exercised by each employee, officer and director in connection with communication of corporate information.

 

RISK MANAGEMENT POLICY

Adopted by the Board:

Last amended:

Policy Owner: Board of Directors

Email: 

This Policy (the “Policy”) establishes the process for the management of risks faced by Global Spectrum Energy Services Plc (“The Company”) and its aim is to identify and assess risk in the company and to maximise its activities to minimise the causes of risk.

Application

This policy applies to Board members, management and staffs of the company to establishment and implementation of risk management systems for all functions and activities of the company

Responsibility for implementing

It is the responsibility of the board of director to implement this policy through the chairman of the Risk and Management control committee.

What is Risk Management?

Risk management is the process of identifying, assessing and controlling threats to an organization’s capital and earnings. These threats could stem from a wide variety of sources, including financial uncertainty, legal liabilities, strategic management errors, accidents and natural disasters. 

 What Risk will be managed

  • Monitoring operational processes and guiding people’s behavior and decision towards desired norms so as to avoid managers and employees unauthorized, illegal, unethical, incorrect or inappropriate actions.
  • Manage natural and political disasters and major macroeconomic shifts.
  • Engage independent experts to provide risk assessment and risk mitigation decision.
  • Improving the frequency, by which risk is identified, measured, monitored, evaluated and reported to the senior management team and the Board of Directors.
  • Breaking down the above analysis to the individual risk level so that trends and benchmarks are identified and exceptions can be easily reported and rectified.
  • Defining and documenting risk and capital loss tolerances for each risk type and implementing processes to ensure that these limits are not breached.
  • Implementing processes to reduce and eliminate harmful threat and making sure that exceptions are tracked, reported and approved at the appropriate authorized level.
  • Daily reports and regular meetings within the risk management committee to ensure that risk levels and risk tolerances are clearly communicated across the organization.

 

Individual Responsibility

Management down to the staff of the company should implement this policy in a methodical manner. The steps ranging from data collection, analysis and reporting should be documented and reviewed to ensure transparency.

Reviewing and Monitoring Independent review

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.

INTERNAL CONTROL POLICY

Adopted by the Board:

Last amended:

Policy Owner: Board of Directors

Email:

The policy established guidelines for the assessment of internal control for Global Spectrum Energy Services Plc (” The Company”). The focus areas include the disclosure of financial reports, continuous monitoring of internal control system, adequate communication and information to both internal and external parties especially the employees, ensuring 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 of the company, ensure that management controls the company with integrity and ethical behaviors, hire qualified and competent management and establish structure and authority to hold individuals accountable for internal control responsibilities and ensure risk management is identified, assessed and maximise activities to minimise the causes of risk.

Application

This policy applies to the Board of Directors, Senior officers and employees of the Company.

Responsibility for Implementing

It is the responsibility of the Board, Audit and Risk Management Committee, Risk and Internal Control Coordination, Senior Management whose processes are part of the scope of the periodic assessment of internal controls and employees.

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.

Raise a Concern

It is the responsibility of the officers in charge of Internal control to promptly raise issues that might affect the company.

Monitoring and Review

The Board and Committees shall monitor this policy and make rules for implementation of internal control. The officers responsible for internal control shall periodically assess internal control through questionnaires or facilitated sessions to assess the adequacy of internal controls in mitigating risks and promoting compliance and the outcome should be analysed and hereafter reported to the committee responsible for internal control annually.

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