Code Of Conduct Policy

1. Purpose

It is vital to the financial success of XPLOIL Nig. Ltd. that we conduct our business with honesty and integrity and in compliance with all applicable legal and regulatory requirements.

The Code of Conduct policy defines misconduct and sets out the minimum acceptable standard of behaviour required of every XPLOIL, Nigeria staff for maintaining corporate integrity.

Policy statements on the company’s code of conduct for specific circumstances shall be provided through related policies and guidelines.

2. Scope

This policy applies to all XPLOIL employees within all sectors in XPLOIL Nigeria.

3. Policy

3.1 Policy Documents

Every person engaged as a permanent or temporary employee in XPLOIL Nigeria shall:

3.1.1. Receive, read and understand the XPLOIL Nigeria code of conduct.

3.1.2. Receive, read and understand the XPLOIL Nigeria policy on Internal Reporting of misconduct and unlawful conduct upon joining the company and on an annual basis.v

3.1.3. Receive, read and understand the XPLOIL Nigeria Policy on Conflict of Interest upon joining the company and on an annual basis.

3.1.4. Certify that he/she shall ensure compliance with the Code of conduct, Corporate policy on Internal Reporting and Corporate Policy on Conflict of Interest upon joining the firm on an annual basis.

3.1.5. Human Resources shall obtain copies of the employee certifications and file in employee’s personnel record.

3.1.6. Non compliance with this policy may lead to discipline, up to and including termination of the employee’s appointment.

3.2 Code of Conduct:

Every person engaged as a permanent or temporary employee in XPLOIL Nigeria shall:

3.2.1. Conduct the Company’s business with honesty and integrity and in a professional manner that protects the Company’s good public image and reputation.

3.2.2. Build relationships with customers, vendors and fellow employees based on trust and treat every individual with respect and dignity in the conduct of Company business.

3.2.3. Become familiar with and comply with legal requirements and Company policy and procedures.

3.2.4. Avoid any activities that could involve or lead to involvement in any unlawful practice or any harm to the company’s reputation or image.

3.2.5. Avoid actual or potential conflicts of interest with the Company, or the appearance thereof, in all transactions.

3.2.6. Provide accurate and reliable information in records submitted, safeguard the Company’s confidential information, and respect the confidential information of other parties with whom the Company does business or competes.

3.2.7. Promptly report to the Company any violations of law or ethical principles or Company policies that come to the employee’s attention, and cooperate fully in any audit, enquiry, review or investigation by the Company.

3.3 Conflict of Interest

Every XPLOIL employee shall avoid any activity, investment relationship, or interest that may run counter to the responsibilities, which they owe XPLOIL Nig. Ltd.. Specifically, this means that employees are shall:

3.3.1. Avoid having personal or family interests, financial or otherwise, in any competitor, supplier or other business which may consciously or unconsciously influence their actions or decisions and thus deprive XPLOIL of legitimate profit.

3.3.2. Refrain from using their position in XPLOIL or knowledge of the company plans, to advance their outside personal interests or that of their relatives, friends and other businesses.

3.3.3. Avoid outside employment or other interests which could impair effective job performance.

3.3.4. Consult with management on such activities or relationships that may lead to conflict of interests.

3.4 Internal Reporting of Misconduct and Unlawful Conduct

3.4.1. All genuine concerns raised about misconduct or lawful conduct shall be thoroughly investigated and appropriate actions taken to deal with the outcome of that investigation.

3.4.2. XPLOIL management shall provide feedback to the individual who raised the concern to the appropriate extent and this shall be done without infringing legal requirements or other duties of confidence.

Examples of such concerns may include, but are not limited to:

• Corruption, bribery or blackmail;
• Fraud;
• Other criminal offences;
• Discrimination or harassment;
• Conflicts of interest;
• Failure to comply with legal or regulatory obligations;
• Failure to comply with XPLOIL policies or procedures; Endangering the health and safety of any individual;
• Damage to the environment; and Attempted concealment of information relating to the above.

3.5. Reporting Channels

All employees are responsible for promptly raising concerns about misconduct or unlawful conduct which they believe may be taking place. All such concerns should be raised through the internal channels noted below:

3.5.1. In the first instance, a concern should be reported to the employee’s immediate supervisor or line manager or any executive directly senior to the employee. A supervisor or manager receiving such a report should take the necessary and appropriate follow-up action, or seek guidance from one of the groups listed

3.5.2. If it is inappropriate to report the concern to line management, or if the concern persists, it should be reported to someone in an appropriate function, such as:

Internal Audit Human Resources; Security; Environment, Health & Safety; Quality Assurance Regulatory; Legal; Finance Director; Managing Directors

3.5.3. Alternatively it is also possible to report a concern, anonymously if preferred, as follows:

By mail to a secure off-site P.O. Box:
Attn: Managing Director, Site Director or HR Director,
11-12 Ibiyinka Olorunbe Close, Off Amodu Ojikutu Street, Victoria Island, Lagos State
By telephoning the Managing Directors, Site Director or HR
Director ( Head Office: +234 803 403 3333 or +234 807 310 0000)

3.5.4. A supervisor or manager receiving such a report should promptly take the necessary and appropriate reporting follow-up action as defined in 3.5.2 above.

3.5.5. Specifically with regard to reporting fraud, employees are required to report any suspected or actual fraud, regardless or materiality, to:

1. The Finance Director (unless suspected of involvement) and Chief Security Officer, or
2. Through the reporting channels listed in Section 3.9.3.3. (Anonymously if preferred)

3.6. Non-Retaliation

3.6.1. XPLOIL will endeavor to protect the individual from retaliation and maintain confidentiality in respect to all concerns raised.

3.6.2. XPLOIL managers, supervisors or employees shall not engage in retaliation, retribution or any form of harassment directed against an employee who has reported, or is considering reporting, a concern. Any manager, supervisor or employee who engages in such retribution, retaliation or harassment is subject to discipline, up to and including termination. For contractors, such actions may lead to the termination of the contract under which their services are provided to XPLOIL.

3.6.3. Reporting a concern will not provide immunity for misconduct engaged in by the individual making the report, but prompt and forthright disclosure and cooperation will generally be considered a mitigating factor in determining any consequences to the employee.

4. Responsibility

4.1. All employees must uphold these standards in the conduct of Company business and the Company must handle, in a manner consistent with these standards and related policies, all actual and apparent conflicts of interest between personal and professional relationships and all other matters governed by this Code and such related policies. If a decision about a particular action is not covered specifically by this Code or related corporate policies, employees are required to seek guidance from their supervisor or appropriate internal resources, including the Legal Department or Human Resources Department.

4.2. Senior management should be a role-model for these standards by visibly demonstrating support and by regularly encouraging adherence by managers.

4.3. Managers should ensure all their employees receive guidance, training and communication on ethical behavior and legal compliance relevant to their duties for the Company.

4.4. Failure by any employee to comply with this or any XPLOIL policy will subject employees, including supervisors who ignore prohibited conduct, or have knowledge of the conduct and fail to correct it, to disciplinary action up to and including separation from employment with the Company.

4.5. When in doubt as to the correct action to take, ask the following question.

"Would I feel comfortable in explaining this action to my family or close friends or see my action reported on the front page of the local newspaper?"

The Company is best served when each employee’s answer to this question is an unqualified, "Yes."

4.6. Senior management of XPLOIL, XPLOIL functions, and XPLOIL Business Units are ultimately responsible for ensuring this policy is communicated to all of their employees and contractors and for ensuring compliance with this policy.

4.7. Finance Director (or equivalent) is required to inform Corporate Security and Investigations of any frauds reported to them.

4.8. The function listed in 3.5.5 are responsible for upward reporting compliance violations that have resulted or may result in disciplinary action against the offender to the Managing Directors. Managing Directors are responsible for ensuring that senior management and the Internal Audit are made aware of any violations that could have an adverse impact on XPLOIL.

All XPLOIL NIG. LTD. employees shall comply with this policy.