Our code of conduct has been designed to help every one of us make the right decisions in all aspects of our work at Planet Projects. Making the right decisions and conforming to the company’s values and business principles are central to what makes our company what it is.

This code of conduct, ethics, and compliance policies are not optional. A refusal or failure to follow them may result in the termination of your work at Planet Projects Limited.

The Code of Conduct, Ethics and Compliance Manual (CCECM) serves to remind you of your responsibilities so you can identify the risks that are relevant to your role.

Whether you are a manager, an employee, contract staff, or director, you should read and use this manual to make sure you are doing your part to sustain an ethical culture and protect Planet Projects Limited.

This Code applies to every employee, contract staff, and director of Planet Projects Limited (PPL). The Code of Conduct sets the boundaries within which all PPL staff must operate every day, without exception. Contractors and consultants who are agents of, or working on behalf of PPL, are required to act consistently with the Code when acting on our behalf.

At Planet Projects Limited, our core values of honesty, integrity and respect for laws represent a set of commitments that pervades our working lives and helping each of us to play our part in protecting and enhancing PPL’s reputation. These shared values are the foundation of this Code of Conduct, Ethics and Compliance Manual (CCECM). The CCECM govern how PPL conduct its affairs and describes the behaviour Planet Projects expects of you and what you can expect of Planet Projects.

We are judged by how we act. Our reputation will be upheld if we act in accordance with the law, and this CCECM.

Whatever your role is in PPL, we require your personal commitment to our code of conduct, ethics and compliance. You should apply the CCECM in every aspect of your work.

Anything less than total compliance undermines our busines performance and risks high costs that would harm our reputation. By following this Code, you are helping to make PPL a better company.

Make the CCECM your guide and use it to refresh your knowledge. Complacency puts you at risk of breaking the rules and creating unacceptable risk for you, your colleagues, and/or PPL. If you have any reason to doubt your understanding, always seek advice from your Line Manager, who in turn may contact the Ethics & Compliance Officer.

• Seek advice when things are not clear.

• Understand the risks in your role and how to manage them.

• Promptly complete the ethics and compliance training assigned to you.

• Make sure that any third party contractors, agents or consultants you work with are aware that we are bound by our Code of conduct, ethics and compliance policies and that they should act accordingly.

• Speak up. It is your duty to report any suspected violations of the Code.

Violations of the Code, Ethics and Compliance policies, can result in disciplinary action, up to and including dismissal. In some cases, PPL may report a violation to the relevant authorities, which could also lead to legal action, fines or imprisonment.

Our Code of Conduct cannot give you specific advice for every situation, dilemma or decision.

To help you think about and resolve any particular dilemma you may have, relating to the policies in this manual, you can always ask for help from your Line Manager, Human Resources Manager, or Planet Projects Limited’s Ethics & Compliance Officer.

When in doubt, ask yourself…

• Is it legal and am I authorised to do it?

• Is what I am doing ethical and in line with the CCECM?

• Is it the right thing to do and am I leading by example?

• Am I keeping to our core values of ‘honesty, integrity and compliance with the law’?

• Have I thoroughly understood the potential risks and the risk to Planet Projects Limited’s reputation?

If you are still in doubt, seek advice.
You can call or submit a report anonymously if you wish.

If you know or suspect someone is violating the ethics and compliance policies, you have a duty to report it. Reporting a concern gives PPL the opportunity to detect early a potential or actual violation of the policies.

PPL will not tolerate any form of retaliation directed against anyone who raises a concern in good faith about a possible violation of the policies.

We depend on our managers to promote our ethical standards and act as role models for their teams. So we expect managers to show leadership in following these policies and maintaining a culture of commitment to ethics and compliance, where it is normal to do the right thing and people feel confident about speaking up.

As a manager, you must:

• Understand and follow the CCECM.

• Understand the main CCECM violation risks that apply in your business or function, and the procedures to
  mitigate them.

• Ensure your team makes time to complete promptly the Ethics and Compliance training assigned to them.

• Ensure your team understands the procedures they should follow to avoid violating the CCECM.

• Make sure anyone new to your team is briefed promptly on our Code of Conduct, Ethics and Compliance
  policies, and where they can seek advice and support.

• Be alert to any violations of the CCECM, and encourage your team members to speak up if they know or
  suspect a violation.

• You must also ensure you keep all reported concerns confidential.

Planet Projects Limited is subject to national and international laws prohibiting bribery and corruption, and anti-money laundering (AML) legislation. Our employees are therefore required to maintain total compliance with these laws.

Bribery occurs when a payment, gift, favour or advantage is offered, made, sought or accepted to influence a business outcome. Serious penalties, including prison sentences, may be imposed upon those guilty of bribery. Bribery and corruption may involve government officials (GO), companies or private individuals, and may occur directly or indirectly through third parties. Planet Projects Limited prohibits all bribes, including facilitation payments.

Money Laundering describes the process of hiding the criminal origins of money or property which are the proceeds of crime within legitimate business activities.
It also describes the use of money of a legitimate origin that supports terrorism. Money laundering could be a consequence of almost any profit-generating crime.

Risk Assessment and Controls

a. staff must complete appropriate Ethics and Compliance training;

b. directors must identify those roles determined to be “at risk” or “at higher risk” and nominate Staff for training;

c. ensure that Staff who have been nominated for Ethics and Compliance training complete the training by the due date; and take appropriate action with Staff who have not completed the required Ethics and Compliance training.

Reporting Concerns and Responding to Incidents

Staff must report any suspicion or allegation of non-compliance with the mandatory requirements in this Code of Conduct, Ethics and Compliance Manual, including non-compliance by a third party where this could affect Planet Projects. Planet Projects will not tolerate any form of retaliation directed against anyone who raises a concern in good faith.

Report related to the CCECM should be made to Human Resources or the Ethics and Compliance Officer.

Directors must ensure that:

a. Line Managers maintain a culture in which Staff feel confident to speak up if they know or suspect a violation.

b. Staff do not notify the subject of any suspicion or allegation of non-compliance with AML requirements.

c. Staff do not perform their own investigations, as this may prejudice an investigation and could itself be a violation of laws

Ethics and Compliance due diligence is the process to ensure there is an understanding of who Planet Projects Limited is doing business with. When dealing with third parties, the correct level of due diligence must be understood and conducted to make sure Planet Projects Limited’s standards of ethical behaviour are maintained.

Ethics and Compliance due diligence does not replace the need for conducting broader, more comprehensive assessments where required or deemed appropriate.

The level of Ethics and Compliance due diligence required varies, therefore, it is important to conduct the right Ethics and Compliance due diligence. Some specific circumstances of when Ethics and Compliance due diligence must be conducted are:

• When contracting.

• When engaged in new business development (including acquisition or divestment of an interest or setting up a new joint venture (JV)

• Before funding of charitable donations and sponsorships.

Directors must ensure that:

• Staff who interact with third parties are aware of the relevant red flags and if they are identified, the red flags are reported to an Ethics and Compliance Officer. Red flags can be identified at the commencement of the relationship with the third party or at any point during the life of the relationship.

• Third parties are screened for Compliance against lists of economically sanctioned, denied or restricted parties published by relevant government authorities and international bodies.

• Third parties have had the correct, risk based, screening for ABC, and AML.

Contracts with third parties must contain Ethics and Compliance clauses relevant to the business activity governed by the contract.

During the early stages of recruiting, it must be determined whether a candidate is a government official (GO), former GO, or related to a GO. Recruiting a GO, former GO, or relative of a GO could be viewed as a favour or advantage, potentially constituting bribery, and/or may create a perceived or actual conflict of interest (COI).

We neither give nor accept gifts or entertainment that could raise concerns about our personal integrity.

Even when gifts or entertainment are exchanged out of the purest motives of personal or professional friendship, they can be misunderstood and perceived as an improper advantage. Employees must not give or accept any gifts or entertainment that could raise concerns regarding their personal integrity or
Planet Projects Limited’s integrity and independence.

To avoid both the reality and the perception of improper relations with existing or potential business partners, both public and private, Planet Projects employees must adhere to the following principles:

Giving Gifts and Hospitality

• Gifts or entertainment may be given only where appropriate and where there is no risk of creating the perception of influencing the recipient in his/her decision.

• Gifts must be of minimal value and entertainment must not go beyond what is reasonable. Lavish or inappropriate gifts or entertainment are strictly prohibited.

Accepting Gifts & Entertainment

• Demanding or soliciting gifts or entertainment of any kind is prohibited. This includes not only items but all kinds of advantages.

• Unsolicited gifts or entertainment may only be accepted if they do not go beyond common courtesy and are an accepted local business practice.

• Offers of entertainment may only be accepted if they arise out of the normal course of business, cannot be seen as lavish and take place in settings that are appropriate.

If in doubt about the appropriateness of accepting an unsolicited gift or entertainment, you must consult your Line Manager.

We all are expected to:

• Make sure that the giving and acceptance of any gifts or entertainment does not raise any concern regarding our personal integrity and Planet Projects Limited’s integrity and independence.

• Never solicit gifts or entertainment from any existing or potential business partners of Planet Projects Limited.

• Contact our Line Manager if in doubt.

Personal interests must not unduly influence our professional judgment.

A conflict of interest exists when an employee’s personal interests are inconsistent with those of Planet Projects Limited and create conflicting loyalties. As PPL employees we must avoid situations where our personal interest’s conflict, or appear to conflict, with the interests of PPL.

Activities of relatives and close associates can cause conflicts of interest. We should not take part in, appear to take part in or exert influence on any decision that may put our own interest in conflict with the best interest of PPL.

We should not unduly use our position at PPL for personal benefit or to benefit relatives or close associates.

In case of a conflict of interest, the employee concerned should immediately inform his/her Line Manager in order to find an appropriate solution.

We are all expected to:

• Avoid situations in which our personal interests conflict with those of Planet Projects.

• Not unduly use our position within Planet Projects for personal benefit, the benefit of relatives or close associates.

• Immediately inform our Line Manager about any actual or potential conflict of interest in order to find an appropriate solution.

Planet Projects Limited consider facilitation payments as bribes. Facilitation payment is not permitted by Planet Projects Limited.

A facilitation payment is a minor payment to induce a GO to expedite or secure performance of a routine duty which that person is already obliged to perform, and where such payment would exceed what is properly due.

Where a payment has been made because of a genuine belief that life or liberty is at risk, this is not a facilitation payment but must be reported and recorded as if it were.

Charitable donations and sponsorships must never improperly influence a business outcome and must always be contributed to a legitimate organisation and not to any individual.

Donations and sponsorships carry certain bribery and corruption risks, particularly in relation to the interaction with third parties. These risks must be identified through required due diligence and mitigated when considering requests from third parties.

Before offering or committing any funds, Directors must:

a. Ensure that the proposed recipient is a legitimate organisation and not an individual.
b. Ensure red flags are resolved.
c. Determine if the value of the funds is greater than N 50,000.
d. Conduct Ethics and Compliance due diligence to identify whether a GO official is involved (e.g. a GO has requested the donation or sponsorship; a GO is affiliated with the recipient of the donation or sponsorship).

Where a GO is involved and the value is greater than N 50,000, Directors must ensure that:

a. Anti-bribery and Corruption /Anti-Money Laundering clearance is obtained from Planet Project’s legal Counsel.
b. Approval is received from a Director to release funds;
c. ABC/AML clauses are included; and
d. All documentation relating to the funding is retained as a record.

These payments must never be made by or on behalf of Planet Projects Limited nor shall Planet Projects Limited take part in party politics.

At Planet Projects, complying with statutory regulations and our internal rules is a top priority. The success of our company is based on Integrity and Compliance. To meet this standard, it is important to learn of potential misconduct and to put a stop to it. The Planet Projects Whistle-blower System offers the opportunity to report potential misconduct of employees.

We examine every report thoroughly and follow it up systematically. A key pillar of the whistle-blower system is the principle of procedural fairness. We also guarantee the greatest possible protection or whistle-blowers, persons implicated and employees contributing to the investigation of reported misconduct. This also includes offering opportunities for anonymous reporting and communication. We are sure that we will not take any steps to identify anonymous whistleblowers who do not misuse our whistle-blower system. Retaliation of whistle-blowers and all employees who contribute to promoting correct behaviour at Planet Projects will not be tolerated. Persons implicated are presumed innocent until the violation is proven. Investigations will be conducted with the utmost confidentiality. The information will be processed in a fair, fast and protected process.

Do you have any concern or feedback regarding a Planet Projects Limited’s work or services? Please feel free to make a report on our Whistle-Blower system.

The Whistle-blower System offers various channels to report potential employee misconduct and any other report or feedback and allows a swift review and reaction by our company if necessary.

You can get in contact with the Managing Director’s Office at Planet Projects Limited via e-mail:
wb@planetprojectsltd.com.