Code of Conduct & Business Ethics
1.Purpose & Scope
Welcome to Nairtime Nigeria’s Code of Conduct & Business Ethics.
The Audit and Risk Committee of 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 code of business conduct and ethics.
This Code applies to Nairtime and each of its subsidiaries. Accordingly, this Code will refer to Nairtime Group and its subsidiaries as “Nairtime”, the “Group” or the “Company” interchangeably.
1.1.General Principles
Nairtime is committed to conducting its business and affairs with honesty, integrity and in accordance with the highest ethical and legal standards.
This Code of Business Conduct and Ethics (the “Code”) provides a set of ethical standards to guide each director, officer, employee, consultant and contractor of Nairtime (“Representatives”) in the conduct of their business, and for each director, officer and employee constitutes conditions of employment, and for each consultant and contractor constitutes conditions of providing services to Nairtime. This Code provides an overview of Nairtime’s expectations for its Representatives and is supplemented by other current policies adopted by Nairtime and those other polices that may be adopted by Nairtime from time to time.
1.2.Application & Communication of this Code
This Code applies to all Representatives and receipt of the latest version of this Code will be deemed to constitute acceptance and agreement to be bound by its terms.
Copies of this Code are made available to all persons bound by it, either directly or by posting of the Code on the Nairtime, internal portal. All persons or entities bound by the Code shall be informed whenever significant changes are made. New Representatives shall be provided with a copy of this Code.
This Code will be available distributed to the current personnel and to the new hires. It will be also available in Nairtime’s internal portal.
If you have any questions about how this Code should be followed in a particular case, please contact the Head of the Audit and Risk Committee.
1.3.Amendments & Waivers
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 applicable regulations and prevailing international standards.
Any waiver of this Code with respect to a director or executive officer of Nairtime may be made only by the Audit & Risk Committee. Any such waiver shall be disclosed to the extent and in the manner required by applicable laws or stock exchange rules and regulations.
2. Compliance with Laws, Code & Policies
All Representatives, in discharging their duties, shall comply with:
the laws, rules and regulations of the jurisdictions where they carry out their duties to Nairtime and all jurisdictions where Nairtime conducts its business activities;
this Code; and
all corporate policies, which address many of the following expectations in more detail and include, without limitation, the following principal corporate policies:
ESG Policy;
Sanctions Policy;
Anti-Money Laundering Policy
2.1.Annual Certification Regarding Compliance
All directors and officers of Nairtime, together with any employees, consultants and contractors specified by the Board, shall provide annual certification of compliance with this Code, confirming compliance with all laws, rules and regulations the jurisdictions where they carry out their duties and where Nairtime is conducting its business activities, as well as compliance with all Nairtime policies. The Compliance Manager shall be responsible for ensuring that annual certifications are obtained on or before the end of the first fiscal quarter of each year for all directors, officers, specified employees, specified consultants and specified contractors and for providing written confirmation to the Board that such certifications have been obtained and summarizing the results thereof.
Each year, as part of the annual certification process to confirm compliance with the corporate policies of Nairtime, all directors, officers, employees and as appropriate consultants and contractors, shall participate in a training session to help ensure that they understand the terms of the Code and all corporate policies of Nairtime.
2.2.Standards of Good Professional Ethics
Nairtime intends that its good reputation shall be maintained and accordingly, all of Nairtime’s activities shall be carried out ethically and with honesty and integrity, in the expectation that these activities will become a matter of public knowledge. Anything less is unacceptable and shall be treated as a serious breach of duty.
3. Protection & Proper Use of Assets
All Representatives shall deal with Nairtime’s assets, including all data, information (confidential or otherwise), records, material, facilities and equipment, with the strictest integrity and with due regard to the interests of shareholders and all other stakeholders. Nairtime’s assets may not to be used for personal gain or benefit. In addition, all Representatives must act in a manner to protect such assets from loss, damage, misuse, theft and waste and ensure that such assets are used only for legitimate business purposes.
4. Confidentiality
Information is a key asset of Nairtime. It is Nairtime’s policy to ensure that the Company’s proprietary and confidential information, including proprietary and confidential information that has been entrusted to Nairtime by others, is adequately safeguarded. All confidential information, including information about Nairtime’s business, assets, opportunities, suppliers and competitors should be properly protected from advertent or inadvertent disclosure.
5. Fair Dealing
All business dealings undertaken on behalf of Nairtime, including with its security holders, customers, suppliers, competitors and employees, should be conducted in a manner that preserves Nairtime’s integrity and reputation. It is Nairtime’s policy to seek to avoid misrepresentations of material facts, manipulation, concealment, abuse of confidential information or any other illegal or unfair practices in all dealing with Nairtime’s security holders, customers, suppliers, competitors and employees.
6. Good Ambassadorship
All Representatives are ambassadors of Nairtime in both their business and personal lives. While Nairtime supports the freedom of the individual to pursue life in his or her own way outside of business hours, Representatives are encouraged to act in a manner which upholds their good reputation and that of Nairtime. All Representatives shall represent Nairtime in a professional manner at all times. Neither the reputation nor the image of Nairtime shall be jeopardized at any time. The behavior of all Representatives is seen to reflect that of Nairtime, so all actions must reflect the policies of Nairtime.
7. Conflict of Interest
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 Nairtime. 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.
8. Corporate Opportunities
Representatives are prohibited from taking for themselves personally opportunities that arise through the use of corporate property, information or position and from using corporate property, information or position for personal gain. Representatives are also prohibited from competing with Nairtime directly or indirectly and owe a duty to Nairtime to advance the legitimate interests of Nairtime when the opportunity to do so arises.
9. Gifts and Entertainment
Representatives, and their families shall not give nor accept gifts, gratuities or entertainment that has greater than a nominal monetary value.
10. Human Rights
All Representatives shall adhere to Nairtime’s commitment to promoting respect for internationally recognized human rights as set forth in the United Nations Universal Declaration of Human Rights.
11.Equal Opportunity
Nairtime is committed to providing a work environment that enables all employees to be recruited, and to pursue their careers, free from any form of unwarranted discrimination. In particular, Nairtime shall not discriminate on the basis of age, color, creed, disability, ethnic origin, gender, marital status, national origin, political belief, race, religion or sexual orientation, unless required for occupational reasons as permitted by law.
12.Harassment
All employees have a right to work in an environment free from all forms of harassment. Harassment is defined as any unwanted conduct or comment that is intimidating, hostile or offensive in the work environment.
13.Alcohol & Drugs
Any misuse of alcohol or legal drugs (prescribed or un-prescribed), or the use of any illegal drugs, may jeopardize job safety and/or performance, and is prohibited in the Nairtime workplace. No officer, employee, consultant or contractor shall enter the workplace under the influence of alcohol or such drugs that may impair safety and/or performance.
14.Reporting Violations of The Code
All Representatives shall adhere to Nairtime’s commitment to conduct its business and affairs in a lawful and ethical manner. All Representatives are encouraged to talk to appropriate personnel within Nairtime when in doubt about the best course of action in a particular situation and to report any breach or suspected breach of law, this Code or any of Nairtime’s corporate policies. Nairtime prohibits retaliatory action against any officer or employee who, in good faith, reports a possible violation. It is unacceptable to file a report knowing it to be false.
15.Consequences of Violation of The Code
Failure to comply with the Code may result in severe consequences, which could include internal disciplinary action or termination of employment or consulting arrangements without notice. The violation of the Code may also violate certain local laws and if it appears that a Representative may have violated such laws, then Nairtime may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines or imprisonment.
16.Review of Code
The Audit and Risk Committee shall review and evaluate this Code from time to time and generally on an annual basis to determine whether this Code is effective in ensuring that Nairtime’s business and affairs are conducted with honesty, integrity and in accordance with the highest ethical and legal standards.