Business Ethics Policy

POLICY STATEMENT

It is the policy of Knightsedge to conduct all of its business in an honest and ethical manner and is committed to implementing and enforcing systems that ensure bribery is prevented. Knightsedge has zero-tolerance for bribery and corrupt activities. We are committed to acting professionally, fairly, and with integrity in all business dealings and relationships, wherever in the country we operate. Knightsedge will constantly uphold all laws relating to anti-bribery and corruption in all the jurisdictions in which we operate. It is the goal of Knightsedge to avoid acts which might reflect adversely upon the integrity and reputation of the Company.

COMPLIANCE WITH THE LAW

It is Knightsedge’s Policy to strictly adhere to all Nigerian laws, rules and regulations governing anti-bribery and corruption. As a company whose operations cover several countries, Knightsedge and its officers and employees are also bound by the anti-corruption laws of the countries where we do business.

SCOPE

This policy applies to directors, officers, employees, agents, intermediaries, consultants, contractors, trainees, interns, joint venture partners, and any other persons or organisations doing business with Knightsedge.

BRIBERY AND CORRUPTION

It is prohibited for Knightsedge or its directors, officers, employees, consultants or contractors to:

• give, promise to give, or offer, a payment, gift or hospitality to a third party or otherwise engage in or permit a bribery offence to occur, with the expectation or hope that an advantage in business will be received, or to reward a business advantage already given.
• give, promise to give, or offer, a payment, gift or hospitality to a third party to “facilitate” or expedite a routine procedure.
• accept a payment, 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 the Company in return.
• threaten or retaliate against another employee or worker who has refused to commit a bribery offence or who has raised concerns under this Policy or Knightsedge’s Whistle Blowing Policy.
• engage in any activity that might lead to a breach of this Policy.

GIFTS AND HOSPITAITY

• Knightsedge prohibits the solicitation, offer or receipt of gifts and hospitality whenever they could affect or e perceived to affect the outcomes of business transactions or decisions.
• Seasoned gifts should be Knightsedge branded corporate items of nominal value (no hampers or live animals)
• No expenditure of gifts, travel, lodging or entertainment for any Government Official may be made for the purpose of influencing any official action or to procure any improper advantage

FACILITATION PAYMENTS AND KICKBACKS

• Knightsedge does not accept and will not make any form of facilitation payments of any nature. We recognise that facilitation payments are a form of bribery that involves expediting or facilitating the performance of a public official for a routine governmental action.
• Knightsedge does not allow kickbacks to be made or accepted. We recognise that kickbacks are typically made in exchange for a business favour or advantage.

POLITICAL CONTRIBUTIONS

We do not make donations, whether in cash or kind, in support of any political parties or candidates, as this can be perceived as an attempt to gain an improper business advantage.

DONATIONS AND SPONSORSHIPS

• Charitable support and donations are acceptable (and indeed are encouraged), whether of in- kind services, knowledge, time, or direct financial contributions.
• Charitable contributions, donations and sponsorships should not be used as a scheme to facilitate and conceal acts of bribery.
• We only make charitable donations that are legal and ethical under local laws and practices
• No donation must be offered or made without the prior approval of the Compliance Manager.
• All charitable contributions should be publicly disclosed.

TRAINING AND COMMUNICATION

• To ensure that all directors, officers, employees, consultants and contractors of Knightsedge are aware of the Policy, a copy of the Policy will be provided to them and they will be advised that the Policy is available on Knightsedge’s website for their review.
• All directors, officers, employees, consultants and contractors of Knightsedge will be informed whenever significant changes are made.
• New directors, officers, employees, consultants and contractors of Knightsedge will be provided with a copy of this Policy and will be educated about its importance.
• Training on this Policy will form part of the induction process for all new directors, officers, employees and consultants of Knightsedge. All existing directors, officers, employees and consultants will receive relevant training on how to implement and adhere to this Policy.
• Knightsedge’s zero-tolerance approach to bribery and corruption must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and as appropriate thereafter.

DOCUMENTATION AND RECORD KEEPING

• Ascendant must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.
• Knightsedge will develop, implement, monitor and maintain a system of internal controls to facilitate compliance with this Policy, as well as to foster a culture of integrity and maintain high ethical standards throughout the Company.
• All business partners of the Company should have in place internal controls and procedures that fit these criteria and enhance compliance with this Policy

RESPONSIBILITIES

• The Company’s Board of Directors has overall responsibility for ensuring this Policy complies with Knightsedge legal and ethical obligations, and that all those under Knightsedge control comply with it.
• The MD/CEO is responsible for ensuring that the Business Ethics Policy is implemented consistently across the Company.
• It is the responsibility of management to lead by example and establish effective measures for providing guidance and advice to directors, officers, employees and business partners on compliance with this policy
• It is the responsibility of directors, officers, employees and all who work for Knightsedge to adhere to this Policy.
• Every director, officer, employee or agent is expected to report any violation of this Policy to Knightsedge.

SANCTIONS

• Failure to comply with the provisions of the Business Ethics Policy is regarded as severe misconduct subject to appropriate disciplinary measures which may include internal disciplinary action or termination of the employment or appointment of the affected officer or employee without notice.
• Violation of the Business Ethics Policy by agents, contractors, intermediaries, suppliers, vendors, consultants, joint venture or other business relationships may lead to the termination of such business relation.
• Breach of relevant government laws under the Business Ethics Policy may also lead to civil or criminal proceedings against defaulters.