Conflict of Interest Policy
1.Purpose & Scope
Welcome to Nairtime Nigeria’s Conflict of Interest Policy.
This Policy provides a set of ethical standards to guide each Director, Officer, Employee or otherwise engaged party (“Representative”) of Nairtime in the conduct of their business and constitutes an essential part of their conditions of employment and service.
This policy provides an overview of Nairtime’s expectations for its Representatives and compliments rather than supplants any governance policy or code of conduct to which the representative is already liable.
This Policy applies to Nairtime and each of its subsidiaries. Accordingly, this Code will refer to Nairtime Group and its subsidiaries as “Nairtime”, or the “Company” interchangeably.
Copies of this policy are made available to all persons bound by it, either directly or by posting of the policy on the Nairtime internal portal. All persons, entities and Representatives bound by the policy shall be informed whenever significant changes are made. New Representatives shall be provided with a copy of this policy. This policy will be available distributed to the current personnel and to the new hires. It will be also available in Nairtime’s internal portal.
1.1. Amendments
The Audit and Risk Committee shall review and assess the adequacy of this charter annually and recommend any proposed changes to the Audit & Risk Committee for approval.
Any amendment of these processes and procedures may be made only by the Audit & Risk Committee. Any such waiver shall be disclosed to the extent and in the manner required by relevant regulations and applicable international best practice governance standards.
2. Guiding Principles
The Audit and Risk Committee (the “Committee”) of the Nairtime Group has determined that in line with general accepted practice and improved Corporate Governance, Nairtime should formalize its existing commitment to conducting its business and affairs in accordance with the highest ethical standards by enacting this Policy.
For Representatives of Nairtime, this means rendering the responsibilities for which they have been appointed free of individual, subconscious or financial bias.
The Compliance department is responsible for the monitoring of this Policy.
3. Conflict of Interest
For the purpose of this Policy, potential conflict of interests exist in cases where the impartial and objective performance of the duties of a Representative, is undermined by family reasons, by political or national links, by financial interests or by any other reason, such as especially in the case where:
1) Competitors: the Representative or their Relatives:
hold or effectively control Material Stakes in a Competitor;
are an executive or non-executive Board Member, or other senior executive, of a Competitor;
2) Material Business Relationships: the Representative or their Relative (currently, or within the previous twelve months):
a. the Representative or their Relative hold or effectively control a Material Stake1 in an entity which has a Material Business Relationship with the Company, one of its subsidiaries, or a Competitor;
b. are an executive or non-executive Board Member, or other senior executive of an entity which has a Material Business Relationship with the Company, one of its subsidiaries or a Competitor,
c. has personally had a Material Business Relationship with the Company, one of its subsidaires, or a Competitor.
3) External Auditor: the Representative or their Relative has, during the previous three years, actively worked on an engagement for the external audit of the Company or its one of its Subsidiaries (directly or indirectly),
4) Political Party Official: the Representative or their Relative holds a position as a Political Party Official.
For the purposes of this Policy, Conflict of Interest includes any situation in which it can be reasonably assumed that any other kind of obligations, interests or duties of the Representative shall:
1) Result in harm caused to the impartial and objective performance of the duties of the Representative,
2) Allow the exploitation by the Representative of their position as well as of the information and confidential data, to which they have access due to their position, for their personal benefit or for the benefit of a third party.
3.1.Representatives & Relatives
It is prohibited for any Representative of Nairtime or their Relatives, to use any information obtained during the course of the Representative’s service to conduct of transactions for their own or for a third party’s benefit.
Representatives and their Relatives are obliged to ensure that the conduct of their personal transactions does not result in any damage caused to the Company or the Group (directly or indirectly).
Representatives and their Relatives are not allowed to accept any allowance (or similar benefit) from any third-party that may put into question the independence of their decisions or actions.
Without limiting what can constitute a potential conflict of interest, there will be a conflict of interest which prevents the Representative from being considered independent:
1) Material Stakes: if the Representative or their Relative hold or effectively control a Material Stake in the Company or one of its subsidiaries;
2) Relative Executive: if the Representative’s Relative is an executive or non-executive Board Member, or other senior executive, of an organization the Company will or has entered into a business relationship with;
3) Political Party Official: if the Representative or their Relative holds a position as a Political Party Official.
3.2.Board of Directors & Subcommittee Members
With specific reference to the Board of Directors, if a Representative is a member of a Parliament or Government in any country, an official of any ministry or other public authority,then that person may not be appointed as a Board Member.
During the term of their service, the Board Members and Subcommittee Members (including Chairpersons) are obliged to:
1) identify relevant Private Interests that potentially conflict with their duties.
- Private Interests shall include gaining of undue advantages either in favour of the Member or their Relative up to fourth degree, and any legal entities connected related to them.
- If a Member is aware of such a situation then they should declare the potential conflict to the appropriate Company Representative and refrain from handling or participating in the specific case(s).
2) promptly, disclose all relevant information about a potential conflict in line with developments and changes in specific cases(s), their situation or that of one of their Relatives.
The Company shall keep a register of all potential conflicts of interest disclosed by Board Members and Subcommittee Members and make an anonymized version of it publicly available if required under relevant local regulations.
3.3.Employees
Representatives, in discharging their duties, shall act honestly and in good faith with a view to the best interests of Nairtime.
Representatives shall avoid situations involving a conflict, or potential conflict, between their personal, family or business interests, and the interests of Nairtime, and shall promptly disclose any such conflict, or potential conflict, to the People Operations Director or the Compliance Manager.
Representatives shall perform their duties and arrange their personal business affairs in a manner that does not interfere with their independent exercise of judgment.
No one working for Nairtime shall accept financial compensation of any kind, nor any special discount, loan or favor, from persons, corporations or organizations having dealings or potential dealings with Nairtime.
Failure to comply with the provisions of this policy will result in immediate disciplinary action, up to an including contract termination.
3.4.Appropriate Due Diligence
During recruitment of all Representatives, the nomination/selection of Board Members and the nomination/ selection of Subcommittee Members, circumstances which could lead to conflicts of interest must be assessed and considered prior to finalization of the recruitment and selection process. For Board Members and Subcommittee Members, this extends to their Relatives as well.
4. Evaluation of this Policy
The Committee will, on an annual basis, evaluate its workings under this Policy.
In conducting this review, the Committee will evaluate this Policy appropriately to address the matters that are or should be within its scope. The Committee will address all matters that the Board considers relevant to its performance.
Following such review, the Committee may recommend to the Board amendments to this charter or its working procedures in order to improve the Committee’s performance, and/or its relationship with the Board.
Glossary & Definitions
|
Term |
Definition |
| Close Relatives |
Persons that are considered to have a close link to the Representative and especially:
|
| Competitor |
A company or business which is active in a business sector competitive to that of the Company or to that of its controlled businesses (directly and indirectly), meaning that it pursues all or certain of the Group’s business operations; |
| Conflict of Interest |
Any professional or other situation that could potentially influence in an unfair way the ability of a person to evaluate or to reach a decision, especially regarding the independence or the impartiality of such, which may result in potential danger of causing damage to the interests of the Company. |
| Material Business Relationship |
A material business relationship between a company or individual and the Company or its Subsidiary, such as for example:
and by virtue of that relationship, that company or individual obtains a material financial benefit that constitutes a significant percentage of their total income or its turnover in the event of a business entity. |
| Material Stake |
Control over 10% or more of the shares, company stakes or any other type of rights including voting rights in that company or, in case of listed companies, of shares amounting to 3% of the voting rights or of the share capital of that company. |
| Member |
a Member of a Subcommittee or of the Board of Directors, as applicable, or a prospective Member being considered for appointment. |
| Political Party Official |
An official of a political party whose job is related to its political functioning and cumulatively they are on the payroll of that party. |
| Private Interest |
Any interest or gaining of undue advantage capable of compromising the impartial and objective performance of the duties of the Representative during their term by handling specific cases. |
| Relatives |
Persons that are considered to have a close link to the Representative and especially:
Also, any legal entity, in whose Board of Directors or senior management the Representative maintains “close links”, i.e. with whom Representative is linked through:
|