Mavin Global Holdings Limited (“Mavin UK”), including its subsidiaries (collectively the “Company”), is committed to conducting all aspects of its business in keeping with the highest legal and ethical standards and expects all employees and other persons acting on its behalf to uphold this commitment. In accordance with this commitment, the Company has adopted this Anti-Corruption Compliance Policy (the “Policy”), which is applicable to all directors, officers, employees, shareholders, agents, representatives and other associated persons of the Company (collectively “Company Personnel”). The Board of Directors has the fundamental responsibility of ensuring good governance and the implementation and enforcement of effective systems described in this Policy to prevent any improper conduct arising in the Company’s business dealings.
In brief, the Company will not tolerate bribery, kickbacks, or corruption of any kind, directly or through third parties, whether or not explicitly prohibited by this Policy or by law. Company Personnel, including all agents, representatives and other associated persons, are not permitted to give or offer anything of value (including gifts, hospitality, or entertainment) to anyone for the purpose of improperly obtaining or retaining a business advantage. Similarly, Company Personnel may not solicit or accept such improper payments or benefits. This Policy prohibits improper payments in every transaction, whether with a government or with a private party.
This Policy and the internal controls herein have been designed to prevent bribery from occurring, avoid the appearance of wrongdoing and enable the Company to respond promptly and effectively to any inquiries about its conduct and the conduct of those acting on the Company’s behalf. Company employees who violate this Policy may be subject to disciplinary action, up to and including termination of employment and/or removal from positions on the Company’s Board of Directors. The pages that follow provide a general guide to anti-corruption compliance but do not address every potential scenario that may implicate issues bearing on compliance with this Policy. All Company Personnel are required to read, understand and follow this Policy. Therefore, any Company Personnel who have any questions concerning the requirements of this Policy should consult with the Board of Directors. This policy does not form part of any contract of employment or engagement and the Company may amend it at any time at its discretion.
II. Our Policy
A. Company Personnel shall not be permitted to pay or receive bribes. Company Personnel must conduct their activities in full compliance with this Policy, the laws of the United Kingdom and Nigeria, and all applicable anti-corruption laws, including the UK Bribery Act 2010 and the United States Foreign Corrupt Practices Act (“FCPA”).
Under this Policy, Company Personnel are not permitted to promise, give or offer anything of value, directly or indirectly, to any Government Official or any commercial party for the purpose of improperly obtaining or retaining a business advantage, to induce the recipient or any other person to act improperly in the performance of their functions or to reward them for acting improperly. “Anything of value” should be broadly interpreted to include cash, gifts to family members, forgiveness of a debt, loans, discounts, personal favors, entertainment, meals, travel support, political and charitable contributions, business opportunities, award of a contract, free medical care or other services, employment and internship opportunities, among other items. Simply put, bribes, kickbacks or similar improper benefits are never permitted, whether made to a Government Official, the Company’s business partners or other private parties. Similarly, Company Personnel may not solicit or accept such payments or improper benefits.
If confronted with a request or demand for an improper payment or other violation of this Policy, the request or demand must be immediately rejected and reported to the Board of Directors. Similarly, if any Company Personnel knows or believes that an improper payment has been or will be made, then such payment must also be reported to the Board of Directors.
1. Facilitation Payments
This Policy prohibits facilitation, or “grease,” payments (small payments to Government Officials to expedite the performance of routine governmental actions such as obtaining licenses, customs clearance, permits or other needed government documents). In situations where Company Personnel feels that failure to pay a facilitation payment would lead to an imminent threat to their health, safety, or security, this Policy permits the payment of the minimum amount possible in order to secure safe passage. Any requests for a facilitation payment or instances where a payment must be made due to an imminent threat to health, safety, or security must be immediately reported to the Board of Directors.
B. Benefits to External Parties (Gifts, Meals, Entertainment, etc.)
The Company seeks to advance its business interests through the quality of its personnel and operations, not with excessive gifts or lavish entertainment. This Policy sets forth various rules relating to gifts, meals, entertainment, travel support, and employment opportunities that are provided to external parties. All such expenditures must be made in accordance with Section IV below.
In order to avoid even the appearance of impropriety, the use of Company funds or assets for gifts, gratuities, or other favors, particularly where the recipient has or might appear to have the power to decide or influence the Company’s commercial activities, is prohibited, unless all of the following circumstances are met:
- The gift is permitted under both local law and the guidelines of the recipient’s employer;
- The gift is presented openly with complete transparency;
- The gift is properly recorded in the Company’s books and records;
- The gift is provided as a token of esteem, courtesy or in return for hospitality and comports with local custom;
- The gift does not involve cash or cash equivalent gifts (e.g., gift cards, store cards or gambling chips); and
- The item given to the individual or entity during the calendar year costs less than £200 (or equivalent in local currency), with no more than three gifts provided to the individual or entity per calendar year.
All gifts that do not meet the above criteria require pre-approval by the Board of Directors.
Company Personnel must not accept, or permit any member of his or her immediate family to accept any gifts, gratuities or other favours from any party conducting or seeking to conduct business with the Company, other than items of nominal value. Any gifts that are not of nominal value should be returned immediately. If immediate return is not practical, they should be given to the Company for charitable disposition.
2. Meals and Entertainment
Common sense and moderation should prevail when providing meals or entertainment to external parties. Meals and entertainment should never be offered as a means of influencing another person’s business decision. Each should only be offered if it is appropriate, offered or accepted in the normal course of a business relationship, and if the primary subject of discussion or purpose is business.
The appropriateness of a particular type of entertainment of course, depends upon both the reasonableness of the expense and on the type of activity involved. This is determined based on whether or not the expenditure is sensible and proportionate to the nature of the individual involved. Adult entertainment is strictly prohibited.
Expenses for meals and entertainment for any external party may not be incurred unless the following conditions are met:
- The expenses are bona fide and related to a legitimate business purpose and the events involved are attended by appropriate Company representatives; and
- The meal or entertainment is permitted by the rules of the recipient’s employer (if applicable); and
- The cost of the meal/entertainment (per person) is less than £200 (or equivalent in local currency) and this amount must be adjusted according to the country’s living standard.
Pre-approval by the Board of Directors is required for meals or entertainment that do not meet the above guidelines. In the event that a meal or entertainment unexpectedly exceeds the limit, it must be reported to the Board of Directors as soon as possible. Company Personnel should seek to avoid such situations.
For all such expenses, the reimbursement request must identify total number of all attendees and their names, employer, and titles (if possible). In all instances, reimbursements for meals or entertainment for friends and family members of Government Officials are prohibited. All expense reports must be supported by receipts, a thorough description of the business purpose, and a record of any required approvals, all of which must be accurately and completely recorded in the Company’s records.
Please note that, in addition to traditional gifts, any meals, entertainment and travel that are provided to business relationships where Company Personnel are not in attendance shall be considered gifts, and subject to the rules and requirements for gifts specified in this Policy.
3. Travel Support
It is the Company’s strong preference to avoid providing travel support (air transportation, train travel, lodging, etc.) or complimentary accommodation to external parties. Travel support should never be offered as a means of influencing another person’s business decision. When the provision of travel support is required by business necessity, common sense and moderation should prevail. The appropriateness of a particular mode and class of travel and lodging depends upon the nature of activity and individual involved. This is determined based on whether or not the expenditure is sensible and proportionate to the nature of the activity involved.
Travel support for external parties, including Government Officials or any other individual or entity (in the private or public sector) that has the power to decide or influence the Group’s commercial activities, may not be provided unless the following conditions are met:
- The expenses are bona fide and related to a legitimate business purpose and the events involved are attended by appropriate Group representatives;
- The acceptance of travel support is permitted by the rules of the recipient’s employer (if applicable);
- The duration of the trip is the shortest possible to satisfy the legitimate business purpose;
- The routing of travel is as direct as reasonably possible with no unnecessary stopovers;
- AIR TRAVEL: For air travel, economy class tickets are required; business class tickets are not permitted unless specifically pre-approved in writing by the Board of Directors; and
- LODGING: For lodging, only single occupancy rooms at business-appropriate hotels will be permitted. All-inclusive or luxury resorts are not permitted.
All travel support for Government Officials must be pre-approved in writing by the Board of Directors.
For all such expenses, the reimbursement request must identify the name, employer, and title of each traveler. In all instances, reimbursements for travel or lodging for friends and family members of Government Officials are prohibited. All expense reimbursements must be supported by receipts, a thorough description of the business purpose, and a record of any required approvals, all of which must be accurately and completely recorded in the Company’s records.
Per diem allowances must not be provided to external parties in connection with travel support. When possible, payments for travel services should be made directly by the Company to the provider of the service, and should not be paid directly as a reimbursement.
On occasion, Government Officials or the Company’s business partners may request that the Company provide internships or employment to certain individuals. Offering internships or employment to Government Officials or the Company’s business partners may be viewed as providing an item of value.
This Policy sets forth guidance for handling such requests from Government Officials or the Company’s business partners. If a candidate is interviewed for an internship or employment within the ordinary course of filling a position, the Company’s Board of Directors must be notified of the candidate’s relationship to a Government Official or the Company’s business partner. If a candidate related to a Government Official or the Company’s business partner is interviewed outside of the ordinary course of filling a position, any internship or employment offer must be pre-approved by the Company’s Board of Directors.
C. Use of Personal Funds
All provisions of this Policy, as well as the reporting requirements, apply even if Company Personnel are not seeking reimbursement for the expenses (i.e. paying these expenses out of your own pocket does not avoid these requirements).
D. Political Contributions and Charitable Donations
Company Personnel may not make political or charitable donations, whether in their own name or in the name of the Company, to obtain or retain business or to gain an improper business advantage. Any political or charitable contributions by the Company must be permitted under the law, permissible pursuant to the terms of this Policy, made to a bona fide organization, and in the case of political contributions or charitable contributions connected to any Government Official or government entity made with the prior consent of the Board of Directors. In certain instances where there is heightened risk of corruption, the Board of Directors may require diligence to be conducted. The Company’s Board of Directors must be notified if a Government Official solicits a political or charitable contribution in connection with any government action related to the Company or its affiliates. Individual employees or agents may not make political contributions on behalf of the Company or its affiliates.
III. Relationships with Third Parties
The Company could be held liable for the actions of third parties acting on its behalf. Therefore, Company Personnel who deal with third parties are responsible for taking reasonable precautions to ensure that the third parties conduct business ethically and comply with this Policy and applicable laws. Such precautions may include conducting an integrity due diligence review of a third party, inserting appropriate anti-corruption compliance provisions in the third party’s written contract, requiring the third party to certify that it has not violated and will not violate this Policy and any applicable anti-corruption laws during the course of its business with the Company, and monitoring the reasonableness and legitimacy of the services provided by and the compensation paid to the third party during the engagement.
Company Personnel retaining third parties that will be representing the Company before governmental entities or interacting with Government Officials on the Company’s behalf must discuss the engagement with the Board of Directors prior to hiring the third party. Any doubts regarding the scope of appropriate due diligence efforts in this regard should be resolved by contacting the Board of Directors.
When retaining and overseeing third parties, Company Personnel must remain vigilant of potential red flags. Red flags are certain actions or facts which should alert a company that there is a high possibility of improper conduct by a third party. A red flag does not mean that something illegal has happened, but rather that further investigation is necessary. Red flags are highly fact-dependent, but some examples of red flags are:
- Unusual or excessive payment requests, such as requests for over-invoicing, up-front payments, ill-defined or last-minute payments, success fees, unusual commissions or mid-stream compensation payments;
- Requests for payments to an account in a country other than where the third party is located or is working on behalf of the Company;
- Requests for payment to another third party, to a numbered account, or in cash or other untraceable funds;
- Requests for or suggestions to make political or charitable contributions;
- The third party is related to a Government Official or has a close personal or business relationship with a Government Official;
- Any refusal or hesitancy by the third party to disclose its owners, partners or principals;
- The third party uses holding companies or other methods to obscure its ownership, without adequate business justification;
- The third party expresses a desire to keep his representation of the Company or the terms of his retention secret; or
- The third party has little experience in the industry but claims to “know the right people”.
If Company Personnel have reason to suspect that a third party is engaging in potentially improper conduct, they should report their concerns to the Board of Directors immediately. The Company shall conduct an investigation and take appropriate remedial action, including stopping further payments to the third party if the Company’s suspicions are verified through the investigation.
IV. Recordkeeping and Internal Controls
This Policy requires that all expenditures made by the Company are accurately reflected in the Company’s financial records and that all payments made with Company funds, or on behalf of the Company, have been properly authorized. Company Personnel must follow all applicable standards, principles, laws and practices for accounting and financial reporting. Company Personnel must be timely and complete when preparing all reports and records required by management. In particular, Company Personnel should ensure that no part of any payment is to be made for any purpose other than that to be fully and accurately described in the Company’s books and records. Company Personnel should use their best efforts to ensure that all transactions, dispositions, and payments involving Company funds or assets are properly and accurately recorded in the Company’s financial records. No undisclosed or unrecorded accounts are to be established for any purpose. False or artificial entries are not to be made in the Company’s books and records for any reason. Finally, personal funds must not be used to accomplish what is otherwise prohibited by this Policy.
The Board of Directors is primarily responsible for the oversight and enforcement of this Policy. The Company will conduct periodic audits of its books and records to monitor compliance with this Policy.
Compliance Procedures and Training
As part of the Company’s ongoing commitment to anti-corruption compliance, all Company Personnel, including all agents, representatives and other associated persons, must receive and review a copy of this Policy. All such Personnel must then certify in writing that they (1) have reviewed the Policy; (2) agree to abide by the Policy; and (3) agree to report any potential violations of the Policy. The certification is attached to this Policy as Appendix A.
In addition, the Company will offer periodic anti-corruption compliance training programs to educate Company Personnel about the requirements and obligations of anti-corruption laws and this Policy. All Company Personnel must participate in such training and the Board of Directors must retain attendance records establishing compliance with this requirement.
The Company’s zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of the Company’s business relationship with them and as appropriate thereafter.
All questions regarding this Policy may be directed to the Board of Directors by e-mail.
VI. Policy Violations
It is the responsibility of all Company Personnel to conduct themselves in keeping with the Company’s standards of business and personal ethics and to comply with this Policy. The Board of Directors will investigate any suspected violations of this Policy and Company Personnel found in violation of this Policy will be subject to disciplinary action, up to and including termination of their employment, appointment or engagement with the Company and/or removal from positions of authority, including the Board of Directors.
The Company may terminate its relationship with other individuals and organizations working on the Company’s behalf if they breach this Policy.