Anti-Corruption Initiatives
“Corruption breeds disillusion with Government and governance and is often at the root of political dysfunction and social disunity.”
OER 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.
Board Responsibilities
OER encourages a culture of compliance, safety and ethics through a governance framework 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:
<ul>
<li>Financial management systems designed to detect bribery and corruption</li>
<li>On-going training to ensure employees and business partners are aware of bribery and corruption issues</li>
<li>Internal communications and reminders to all of their obligations under relevant policies and procedures in this area including the Company’s code of conduct</li>
<li>Regular reviews of the Company’s policies including: the Anti-Corruption Policy, the Policy on Interactions with Public Officials, and the Gifts & Benefits Policy</li>
<li>Declaration by all employees of gifts, benefits and entertainment given or received</li>
<li>Whistle-blowing processes to assist employees report concerns in a confidential manner</li>
<li>Conducting due diligence on all business partners </li>
<li>Ensuring that all business partners execute a Non-Solicitation Agreement</li>
<li>Periodic Risk Assessments to ensure internal controls against corrupt practices are working effectively</li>
<li>Taking disciplinary action on employees or business partners in relation to established breaches of any anti-bribery and corruption measure </li>
</ul>
</div>Bribery and Corruption
The Company’s code of conduct prohibits improper payments such as bribes and facilitation payments and 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. According to Mr. Wale Tinubu, the Group Chief Executive of Oando Plc: “The Company expects these Policies to be observed. It is not an excuse that questionable conduct is well-motivated or intended to ‘benefit’ the Company.”
OER 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 OER 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.
Transparency
OER is a responsible business and we have a duty to all our stakeholders, in the countries and communities in which we operate, 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.
Due Diligence
Clear due diligence procedures have been put in place to ensure that the potential bribery and corruption risks associated with doing business with new 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 also 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 OER Code of Business Conduct and Ethics and this obligation extends to contractors and sub-contractors, who may hire services on OER’s behalf. 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.
Relationship with Regulators
OER is an international organization that 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. OER policy clearly prohibits the offering of facilitation payments to government officials. OER also has a policy of not participating directly in party political activity or making contributions to political candidates whether in cash or in kind.
Promoting Anti-Corruption Awareness
- Annual Recertification Exercise where all employees are required to watch a presentation on the Company’s code of conduct and compliance policies and answer 10 random questions on the code /company 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, Oando 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.
The Chief Compliance & Governance Officer of OER, Ms. Ayotola Jagun was appointed Co-chairperson of the UNGC Working Group on the 10th principle whose main goal is to challenge private sector actors not only to avoid bribery, extortion and other forms of corruption, but also to develop policies and concrete initiatives in their respective countries to address corruption. Ms. Jagun is also Board member of the United Nations - Global Compact Network Nigeria”
Business Partner Non-Solicitation Policy
At OER, 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 OER 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.
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 Oando 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 OER. 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, EHSSQ 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.
Whistle blowing procedure
At the recommendation of OER’s Audit Committee, the board of directors of OER approved and regularly reviews its Whistleblower Policy to comply with applicable Canadian laws; to ensure compliance 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 OER 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 OER’s Whistleblower Policy, any OER employee, officer, contractor and director may report actual or suspected irregularities or improprieties with respect to OER’s financial statements, accounting, internal accounting controls, auditing matters, or any other violation of Canadian securities or other applicable laws, rules or regulations; and the OER Corporate Code of Business Conduct and Ethics through a Secure Reporting Process as follows:
Contact the Governance Office at 10th Floor, Wings Office Complex, 17A Ozumba Mbadiwe Avenue, Victoria Island, Lagos.
E-mail: OERgovernance@oandoplc.com
Address your concern to: the Chief Governance Officer
who will then report those concerns to the Chair of the Audit Committee.
In the event that the Chief Compliance Officer is the subject of such a Complaint, the Complaint shall be directed only to the Chair of the Audit Committee by e-mail: whistleblower@oandoenergyresources.com
Secure Reporting Process
Alternatively, OER has provided a Secure Reporting Process where employees, officers, directors, contractors and consultants of the Company have a confidential and anonymous means of submitting concerns through an independently monitored and staffed by a third party (the “KPMG Ethics Line”).
Make a report through our toll-free line (managed independently by KPMG Professional Services for OER) for callers in Nigeria:
Toll free numbers for calls from MTN numbers only:
0703-000-0026 (8.00 am – 5.00 pm on weekdays)
0703-000-0027 (8.00 am – 5.00 pm on weekdays)
Toll free numbers for calls from Airtel numbers only:
0808-822-8888 (8.00 am – 5.00 pm on weekdays)
Toll free numbers for calls from 9 Mobile numbers only:
0809-993-6366 (8.00 am – 5.00 pm on weekdays)
Toll free numbers for calls from Globacom numbers only:
0705-889-0140 (8.00 am – 5.00 pm on weekdays)
*All international employees should dial any of the above numbers using the +234 code
*All voicemail messages will be transcribed into the report and will be submitted by KPMG in a report format to the Chief Governance Officer.
By email to: kpmgethicsline@ng.kpmg.com
*All complaints received by the KPMG Ethics Line will be promptly forwarded to the Chief Governance Officer and the independent Chair of the Audit Committee.
By weblink: http://apps.ng.kpmg.com/ethics
A copy of the Whistleblower Policy is posted on the OER website.
