Corporate
Governance

CORPORATE GOVERNANCE

Powercell has over a long period of time of doing business been able to put together its guiding policies, principles and values, which it abides by, and has become its corporate governance structure. This has especially been helpful and symbolic for the company with its acceptance by many leading energy corporations across Europe, who are known for very high ethical standards too, as their sole product partner in Nigeria; it therefore means a lot to us to be highly ethical and professional in our dealings both within and outside our operational bases. It is our policy to conduct all of our business in an honest and ethical manner, and we will stop at nothing to ensure that we carry out our services in a way that portrays excellence, best practices, value for money, professionalism, after sales support and responsiveness to clients.

What is bribery

A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage.

What is bribery

You offer a potential business partner tickets to a major sporting event, but only if they agree to do business with us.

This would be an offence as you are making the offer to gain a commercial and contractual advantage. We may also be found to have committed an offence because the offer has been made to obtain business for POWERCELL. It may also be an offence for the potential client to accept your offer.

Receiving a bribe

A supplier gives your nephew a job, but makes it clear that in return they expect you use your influence in our organization to ensure we continue to do business with them.

It is an offence for a supplier to make such an offer. It would be an offence for you to accept the offer as you would be doing so to gain a personal advantage.

What is bribery

You arrange for the organization to pay an additional payment to a foreign official to speed up an administrative process, such as clearing items through customs.

The offence of bribing a foreign public official has been committed as soon as the offer is made. This is because it is made to gain a business advantage for us. We may also be found to have committed an offence.

You must ensure that you read, understand and comply with this policy.

The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. All workers are required to avoid any activity that might lead to, or suggest, a breach of this policy.

You must notify your manager and/or the Compliance Manager as soon as possible if you believe or suspect that a conflict with this policy has occurred, or may occur in the future. For example, if a client or potential client offers you something to gain a business advantage with us, or indicates to you that a gift or payment is required to secure their business. Further “red flags” that may indicate bribery or corruption are set out in the Schedule.

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct.

RECORD-KEEPING

We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.

You must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject to managerial review.

You must ensure all expenses claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with our expenses policies and specifically record the reason for the expenditure.

All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept “off-book” to facilitate or conceal improper payments.

This policy does not prohibit normal and appropriate hospitality (given and received) to or from third parties and the giving or receipt of gifts, provided that this is done in accordance with the rules stated herein.

Normal and appropriate hospitality and gifts would include where the hospitality or gift:

  1. is not made with the intention of influencing a third party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits;
  2. complies with local law;
  3. is given in the organization’s name, not in your name;
  4. does not include cash or a cash equivalent (such as gift certificates or vouchers);
  5. is appropriate in the circumstances. For example, in the NIGERIA it is customary for small gifts to be given at Christmas time;
  6. taking into account the reason for the gift, is of an appropriate type and value and given at an appropriate time;
  7. is given openly, not secretly; and
  8. is not offered to, or accepted from, government officials or representatives, or politicians or political parties, without the prior approval of the Compliance Manager.

What is not acceptable?

It is not acceptable for you (or someone on your behalf) to:

  1. give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;
  2. give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to “facilitate” or expedite a routine procedure;
  3. accept payment from a third party that you know or suspect is offered with the expectation that it will obtain a business advantage for them;
  4. accept a gift or hospitality from a third party if you know or suspect that it is offered or provided with an expectation that a business advantage will be provided by us in return;
  5. threaten or retaliate against another worker who has refused to commit a bribery offence or who has raised concerns under this policy; or
  6. engage in any activity that might lead to a breach of this policy.

Falicitation Payments and Kickbacks

6.1 We do not make, and will not accept, facilitation payments or “kickbacks” of any kind. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government or corporate action by an official.

If you are asked to make a payment on our behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt which details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with the Compliance Manager.

6.3 Kickbacks are typically payments made in return for a business favour or advantage. All workers must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by us.

Donations

We do not make charitable donations or contributions to political parties

How to raise a concern

You are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage, in accordance with POWERCELL’s Public Interest Disclosure Policy. We have created an anonymous email: freetotalk@powercelllimited.com, where concerns can be raised without fear of repercussions. If you are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries, these can also be raised with your line manager and/or the Compliance Managers.

What to do if you are a victim of bribery or corruption

It is important that you tell the Compliance Manager as soon as possible if you are offered a bribe by a third party, are asked to make one, suspect that this may happen in the future, or believe that you are a victim of another form of unlawful activity.

Whistle Blower Protection

Workers who refuse to accept or offer a bribe, or those who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.

We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place, or may take place in the future, in accordance with the POWERCELL Public Interest Disclosure Policy. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform the Compliance Manager immediately. If the matter is not remedied, and you are an employee, you should raise it formally using our Grievance Procedure.

Training and Communication

All existing workers operating in areas that are perceived as high risk as far as the Bribery Act is concerned will receive regular, relevant training on how to implement and adhere to this policy.

Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors, agents and business and other partners at the outset of our relationship with them and as appropriate thereafter.

Who is responsible for the policy

The Managing Director and the Senior Management Team have overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it.

The Compliance Manager has primary and day-to-day responsibility for implementing this policy and for monitoring its use and effectiveness and dealing with any queries on its interpretation. Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it.

Monitoring and Review

The Compliance Manager will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy and effectiveness. Any improvements identified will be made as soon as possible. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption.

All workers are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing.
Workers are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to freetotalk@powercelllimited.com or the Compliance Managers.

This policy does not form part of any employee’s contract of employment and it may be amended at any time.

Schedule Potential risk scenarios: “red flags”

The following is a list of possible red flags that may arise during the course of you working for us and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only.

If you encounter any of these red flags while working for us, you must report them promptly to your manager or to the Compliance Manager:

  1. you become aware that a third party engages in, or has been accused of engaging in, improper business practices;
  2. you learn that a third party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a “special relationship” with foreign government officials;
  3. a third party insists on receiving a commission or fee payment before committing to sign up to a contract with us, or carrying out a government function or process for us;
  4. a third party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;
  5. a third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business;
  6. a third party requests an unexpected additional fee or commission to “facilitate” a service;
  7. a third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;
  8. a third party requests that a payment is made to “overlook” potential legal violations;
  9. you receive an invoice from a third party that appears to be non-standard or customised;
  10. a third party insists on the use of side letters or refuses to put terms agreed in writing;
  11. you notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided;
  12. a third party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us; or
  13. you are offered an unusually generous gift or offered lavish hospitality by a third party.
+ Anti Bribery and Corruption Policy

What is bribery

A bribe is an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage.

What is bribery

You offer a potential business partner tickets to a major sporting event, but only if they agree to do business with us.

This would be an offence as you are making the offer to gain a commercial and contractual advantage. We may also be found to have committed an offence because the offer has been made to obtain business for POWERCELL. It may also be an offence for the potential client to accept your offer.

Receiving a bribe

A supplier gives your nephew a job, but makes it clear that in return they expect you use your influence in our organization to ensure we continue to do business with them.

It is an offence for a supplier to make such an offer. It would be an offence for you to accept the offer as you would be doing so to gain a personal advantage.

What is bribery

You arrange for the organization to pay an additional payment to a foreign official to speed up an administrative process, such as clearing items through customs.

The offence of bribing a foreign public official has been committed as soon as the offer is made. This is because it is made to gain a business advantage for us. We may also be found to have committed an offence.

+ Business Relations Responsibilities

You must ensure that you read, understand and comply with this policy.

The prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all those working for us or under our control. All workers are required to avoid any activity that might lead to, or suggest, a breach of this policy.

You must notify your manager and/or the Compliance Manager as soon as possible if you believe or suspect that a conflict with this policy has occurred, or may occur in the future. For example, if a client or potential client offers you something to gain a business advantage with us, or indicates to you that a gift or payment is required to secure their business. Further “red flags” that may indicate bribery or corruption are set out in the Schedule.

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for gross misconduct.

RECORD-KEEPING

We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.

You must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject to managerial review.

You must ensure all expenses claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with our expenses policies and specifically record the reason for the expenditure.

All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as clients, suppliers and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept “off-book” to facilitate or conceal improper payments.

+ Hospitality and Gifts Policy

This policy does not prohibit normal and appropriate hospitality (given and received) to or from third parties and the giving or receipt of gifts, provided that this is done in accordance with the rules stated herein.

Normal and appropriate hospitality and gifts would include where the hospitality or gift:

  1. is not made with the intention of influencing a third party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits;
  2. complies with local law;
  3. is given in the organization’s name, not in your name;
  4. does not include cash or a cash equivalent (such as gift certificates or vouchers);
  5. is appropriate in the circumstances. For example, in the NIGERIA it is customary for small gifts to be given at Christmas time;
  6. taking into account the reason for the gift, is of an appropriate type and value and given at an appropriate time;
  7. is given openly, not secretly; and
  8. is not offered to, or accepted from, government officials or representatives, or politicians or political parties, without the prior approval of the Compliance Manager.

What is not acceptable?

It is not acceptable for you (or someone on your behalf) to:

  1. give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;
  2. give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to “facilitate” or expedite a routine procedure;
  3. accept payment from a third party that you know or suspect is offered with the expectation that it will obtain a business advantage for them;
  4. accept a gift or hospitality from a third party if you know or suspect that it is offered or provided with an expectation that a business advantage will be provided by us in return;
  5. threaten or retaliate against another worker who has refused to commit a bribery offence or who has raised concerns under this policy; or
  6. engage in any activity that might lead to a breach of this policy.
+ Third Party Non-Solicitation Policy

Falicitation Payments and Kickbacks

6.1 We do not make, and will not accept, facilitation payments or “kickbacks” of any kind. Facilitation payments are typically small, unofficial payments made to secure or expedite a routine government or corporate action by an official.

If you are asked to make a payment on our behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt which details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with the Compliance Manager.

6.3 Kickbacks are typically payments made in return for a business favour or advantage. All workers must avoid any activity that might lead to, or suggest, that a facilitation payment or kickback will be made or accepted by us.

Donations

We do not make charitable donations or contributions to political parties

+ Whistle Blowing Policy

How to raise a concern

You are encouraged to raise concerns about any issue or suspicion of malpractice at the earliest possible stage, in accordance with POWERCELL’s Public Interest Disclosure Policy. We have created an anonymous email: freetotalk@powercelllimited.com, where concerns can be raised without fear of repercussions. If you are unsure whether a particular act constitutes bribery or corruption, or if you have any other queries, these can also be raised with your line manager and/or the Compliance Managers.

What to do if you are a victim of bribery or corruption

It is important that you tell the Compliance Manager as soon as possible if you are offered a bribe by a third party, are asked to make one, suspect that this may happen in the future, or believe that you are a victim of another form of unlawful activity.

Whistle Blower Protection

Workers who refuse to accept or offer a bribe, or those who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken.

We are committed to ensuring no one suffers any detrimental treatment as a result of refusing to take part in bribery or corruption, or because of reporting in good faith their suspicion that an actual or potential bribery or other corruption offence has taken place, or may take place in the future, in accordance with the POWERCELL Public Interest Disclosure Policy. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform the Compliance Manager immediately. If the matter is not remedied, and you are an employee, you should raise it formally using our Grievance Procedure.

Training and Communication

All existing workers operating in areas that are perceived as high risk as far as the Bribery Act is concerned will receive regular, relevant training on how to implement and adhere to this policy.

Our zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors, agents and business and other partners at the outset of our relationship with them and as appropriate thereafter.

Who is responsible for the policy

The Managing Director and the Senior Management Team have overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it.

The Compliance Manager has primary and day-to-day responsibility for implementing this policy and for monitoring its use and effectiveness and dealing with any queries on its interpretation. Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this policy and are given adequate and regular training on it.

Monitoring and Review

The Compliance Manager will monitor the effectiveness and review the implementation of this policy, regularly considering its suitability, adequacy and effectiveness. Any improvements identified will be made as soon as possible. Internal control systems and procedures will be subject to regular audits to provide assurance that they are effective in countering bribery and corruption.

All workers are responsible for the success of this policy and should ensure they use it to disclose any suspected danger or wrongdoing.
Workers are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to freetotalk@powercelllimited.com or the Compliance Managers.

This policy does not form part of any employee’s contract of employment and it may be amended at any time.

Schedule Potential risk scenarios: “red flags”

The following is a list of possible red flags that may arise during the course of you working for us and which may raise concerns under various anti-bribery and anti-corruption laws. The list is not intended to be exhaustive and is for illustrative purposes only.

If you encounter any of these red flags while working for us, you must report them promptly to your manager or to the Compliance Manager:

  1. you become aware that a third party engages in, or has been accused of engaging in, improper business practices;
  2. you learn that a third party has a reputation for paying bribes, or requiring that bribes are paid to them, or has a reputation for having a “special relationship” with foreign government officials;
  3. a third party insists on receiving a commission or fee payment before committing to sign up to a contract with us, or carrying out a government function or process for us;
  4. a third party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made;
  5. a third party requests that payment is made to a country or geographic location different from where the third party resides or conducts business;
  6. a third party requests an unexpected additional fee or commission to “facilitate” a service;
  7. a third party demands lavish entertainment or gifts before commencing or continuing contractual negotiations or provision of services;
  8. a third party requests that a payment is made to “overlook” potential legal violations;
  9. you receive an invoice from a third party that appears to be non-standard or customised;
  10. a third party insists on the use of side letters or refuses to put terms agreed in writing;
  11. you notice that we have been invoiced for a commission or fee payment that appears large given the service stated to have been provided;
  12. a third party requests or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to us; or
  13. you are offered an unusually generous gift or offered lavish hospitality by a third party.
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