Policies

Anti-Human Trafficking Policy

Purpose

A.G. Vision Mining Limited (“A.G. Vision”) has established this Anti-Human Trafficking Policy to ensure that human trafficking or forced labor is not taking place within our business.

Human trafficking means the recruitment, harboring, transportation, provision or obtaining of a person for labor or services, using force, fraud, coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage or slavery and sex trafficking. Forced Labor means knowingly providing or obtaining the labor or services of a person by the threats of serious harm to, or physical restraint against, that person or another person; by means of any scheme, plan, or pattern intended to cause the person to believe that, if the person did not perform such labor or services, that person or another person would suffer serious harm or physical restraint; or by means of the abuse or threatened abuse of law or the legal process.

We are committed to always acting ethically, with integrity and transparency in all business dealings and to putting effective systems and controls in place to safeguard against any form of human trafficking.

Scope

This Policy is applicable to all directors, employees, and subcontractors of A.G. Vision.

Policy Terms

The prevention, detection and reporting of human trafficking in any part of the Company’s business is the responsibility of all employees and those under the Company’s control. Everyone is required to avoid any activity that might lead to a breach of this policy.

If you believe or suspect a breach of, or conflict with, this policy has occurred or may occur, you must notify your manager or the Legal & Compliance Officer or Senior Management or report it through the Company’s helpline. You are required to raise concerns about any issue or suspicion of human trafficking in any part of the Company’s business as soon as possible. If you are unsure whether a particular act, the treatment of workers or their working conditions within any of the Company’s business constitutes any of the various forms of human trafficking and forced labor, please raise it with your manager or the Legal and Compliance Officer.

A.G. Vision aims to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if their concerns turn out to be misplaced. The company is committed to ensuring no one suffers any detrimental treatment or victimization as a result of reporting in good faith a suspicion that human trafficking or forced labor is, or may be, taking place in any part of its business.

Any employee who breaches this policy will face disciplinary action, up to and including termination of employment.

Code Of Business Conduct

MESSAGE FROM OUR MANAGING DIRECTOR

Dear Colleagues,

A.G. Vision Mining and its affiliates has come a long way in our quest to be a leading provider of top-notch civil construction and engineering services, dredging, storage, haulage, and general contracting to our clients everywhere. The hard work, devotion, and commitment that our staff shares every day with our clients, our sub-contractors, our vendors, our trading partners are the foundation of the company. Yet, from time to time, people can be confronted with tough choices, tight deadlines, conflicting objectives, and just plain difficult decisions; that is how the real world is.

This Integrity Compliance Program is intended to capture in writing our core values, including our commitment to fair and ethical business practices, so that this document can serve as an important resource to us when questions arise. While no document can anticipate every eventuality or circumstance, the guidance and ethical principles set forth in this Program can and should inform us in our work.

In addition, this Program provides us a common framework for raising questions and opening conversation with each other about these important topics. I hope that this will be a document around which thoughtful conversations can be framed.

As you review this document, I invite you to reflect on issues you might have been confronted with in the past, and how we can embrace this Program to help us continually improve in all we do.

Elie Abou Ghazale
Managing Director
A.G. Vision Mining Ltd.

PURPOSE AND SCOPE OF THE CODE OF CONDUCT

What is the Program of Business Conduct and Ethics?

This Program of Business Conduct and Ethics (“The Program”) describes the commitment by A.G. Vision Mining to a set of aims, values, and policies setting out how A.G. Vision Mining and staff will act and conduct their business. Some of these principles cover A.G. Vision Mining ’s commitment to laws and regulations; some cover A.G. Vision Mining ’s commitment to its employees; some cover A.G. Vision Mining ’s commitment to working relationships with clients and vendors; and some relate to A.G. Vision Mining ’s strong commitment to ethical business practices.

In each case through this Program, A.G. Vision Mining is communicating its formal commitment to these standards. At times, like any other organization, we might fall short, but A.G. Vision Mining further commits to be transparent about its errors, learn from its mistakes, and to strive to continually improve and grow.

A.G. Vision Mining considers this to be a “living” document, and it will be regularly reviewed and updated to ensure that it properly reflects our approach to doing business, changes in the law or regulations, or to address specific issues that may impact our Program and how we conduct business.

How to Use This Program

The Program should be used in conjunction with A.G. Vision Mining ’s other policies and procedures. It is a collection of high-level principles, policies and priorities that form a set of overarching standards for A.G. Vision Mining .

It is vital to A.G. Vision Mining ’s success that everyone who works at the company conduct business and behave in accordance with the Program. In addition to the policies and standards in the Program, it also presents our ethical foundation on which all A.G. Vision Mining ’s business behavior is based. Employees should regularly refer to the Program to refresh their understanding.

Your Role

The reputation of any business centers on many things: the popularity of its services, its image, its policies and practices, integrity, and the quality of services it provides. Yet people often form an opinion of a company based on an experience with a single staff member.

Each person who works with the company is a representative to our customers, potential customers, vendors, suppliers and the public generally. Likewise, many people will get their first and most lasting impression of A.G. Vision Mining through you. Behaving ethically, courtesy, helpfully, being knowledgeable and being good at what you do influence the public’s attitude toward you and A.G. Vision Mining .

OUR MISSION AND VALUES

A.G. Vision Mining is deeply committed to providing exceptional services and craftmanship to our clients and maintaining a healthy and mutually beneficial relationship with our employees, sub-contractors, business partners and vendors. A.G Vision Mining is fully committed to the concept of Corporate Social Responsibility in the management and execution of projects; adherence to international best practices in safety and environmental standards, universal work ethic standards, and involvement in our host communities.

A.G. Vision Mining provides a safe and reliable work environment for our personnel across all levels of the organization; helping them excel at delivering excellent work while demonstrating high quality workmanship on the job. We strive to uphold ethical business practices in our interactions with clients, suppliers, contractors, subcontractors, and all professional associates.

Our Mission

AG Vision Construction aims to provide the highest quality of civil construction and engineering services, dredging, storage, haulage, and general contracting.

Our Core Values

Obey the applicable laws and regulations governing our business conduct.
Understand and comply with the contract requirements.
Be honest, fair and trustworthy in all our activities and relationships.
Avoid all conflicts of interest between work and personal affairs.
Foster an atmosphere in which fair employment practices extend to every member of the diverse A.G. Vision Mining community and treat every other member with respect.

Strive to create a safe workplace and to protect the environment.
Through leadership at all levels, sustain a culture where ethical conduct is recognized, valued and exemplified by all employees.

OUR INTEGRITY COMPLIANCE PROGRAM

A.G. Vision Mining ’s Legal & Compliance Officer (“LCO”) is responsible for developing and implementing, training and communication programs to familiarize A.G. Vision Mining ’s personnel with their requirements under the Program. The LCO is also responsible for investigating ethical issues or violations that are brought to the attention of A.G. Vision Mining . The LCO is available to consult with all A.G. Vision Mining ’s employees to discuss any ethical issues or concerns and to help you understand this Program. A.G. Vision Mining ’s Senior Management is responsible for approving any corrective action plans or any modification to this Integrity Compliance Program after due consultation with the LCO.

COMMUNICATIONS AND REPORTING

Reporting System and Employee Compliance Resources

Raising a Concern

One of the most important responsibilities each of us has as an A.G. Vision Mining employee is the obligation to raise a concern about a possible violation of our policies, a contract, or the law. Sometimes it may seem difficult to raise such a concern. Some of us may feel it is a breach of personal ethical standards or of our loyalty to a coworker to do so. If you experience such doubts, it is important to remember the serious harm that not raising a concern can cause, including:

Damage to the health, safety and well-being of yourself, your fellow employees, the company, our customers and the communities in which we operate.
Loss of trust and confidence in A.G. Vision Mining – by customers, government agencies, and the public.
Fines, damage awards, loss of the right to compete for business and other financial penalties against the company; fines and/or prison sentences for individual employees.

These are reasons why A.G. Vision Mining requires that we not sit silently when we have reasons to believe that an action or decision may be improper. The point of raising a concern about such actions or decisions is not to get a friend in trouble, but to protect a colleague and our company from potential harm.

How to Raise an Integrity Concern

It is A.G. Vision Mining ’s policy to strictly comply with all applicable government laws, regulations, contract terms and conditions, and related policies governing ethics and business operations. One way that we can ensure compliance with these authorities is to review and investigate possible improper conduct. The act of investigating does not mean improper activity has occurred but indicates that the company takes compliance seriously and will ensure that all employees act ethically and lawfully. As a company, A.G. Vision Mining relies on managers, employees, and others to raise concerns within our organization so we can evaluate the conduct in question, and where appropriate we can initiate and adopt corrective actions.

Corrective Actions could include enhanced training, adopting or changing company policies and procedures, possible employee discipline, termination of party contracts or restitution or refunds of contract overpayments. In some cases, we may be required to report the conduct to our government customer or other authorities. Therefore, it is the duty of every A.G. Vision Mining staff member to:

Promptly raise any concern that you may have about a possible violation of any A.G. Vision Mining policy, or any contract term, or provision of law, rule, or regulation. The next paragraph below tells you how to raise such a concern.
Understand the options you have for raising such integrity concerns. You may raise them with your manager, the LCO, Senior Management or though the A.G. Vision Mining Helpline. Your communication may be written or oral, and it may be anonymous.
If you raise an integrity concern and the issue is not resolved to your satisfaction, you may raise it with one of the other contacts listed above.
Cooperate in A.G. Vision Mining investigations of integrity concerns raised by others.

The contact details of the LCO, the Executive Director, and Human Resources are provided below. In addition, A.G. Vision Mining has established an anonymous reporting Helpline. Details on how to access the Helpline are also provided below.

No employee who, in good faith, brings forward an allegation of a violation of the Program will suffer retaliation or an adverse employment action because of his report. Any employee, including a manager or supervisor, who is found to have retaliated against an employee who makes a good faith report will be subject to disciplinary action, up to and including termination of employment.

What you need to know about raising concerns

Your concerns and reports will be treated seriously, and you will be treated respectfully.
You need not identify yourself.
To the extent possible, your communication will be kept confidential.
A.G. Vision Mining takes the Program very seriously and will take appropriate action in response to violations of the Program. If an investigation reveals that there has been a violation of the Program, the violator(s) will be subject to disciplinary action, up to and including termination of employment. They may also be subject to civil and criminal penalties.
Retaliation for raising a good faith concern about an ethical issue/violation is a violation of A.G. Vision Mining ’s Program and will not be tolerated.
A.G. Vision Mining is committed to providing timely notification to the Government or appropriate public international institutions of any violation of any Law or regulation involving fraud, conflict of interest, bribery, or illegal gratuities and will cooperate fully with any resultant investigation conducted by the Government or relevant public international institutions.
A.G. Vision Mining is responsible for conducting periodic reviews of its business practices, procedures, policies, and internal controls for compliance with the Program. Your cooperation in the review process is vital to its success.

COMPLIANCE WITH CONTRACTS, LAWS, REGULATIONS AND POLICIES

Accuracy and Compliance

If you are involved in negotiating or executing government or public international institution prime contracts or subcontracts, you must ensure that all statements, communications, and representations to the customer representatives are accurate and truthful. The government and public international institutions have special rules on accounting for costs, proposal and bidding procedures, pricing, and time charging, and these rules must be followed. All information regarding specifications, quality control, and testing for government and public international institutions projects must also be reported accurately. The rules may apply whether A.G. Vision Mining is performing as a prime contractor or as a subcontractor.

Working with Government Agencies

This Program applies to working with any client and their representatives, including working with any government or quasi-government agency. Working with them, we must always be aware that government representatives are public officer, subject to specific regulations governing their positions. There can never be any inappropriate behavior involving any public agent.

We take very seriously any effort to bribe or influence public officers or employees of Public International institutions.

Regardless of whether or not it would be considered a bribe, the giving or transfer of any item of value (gifts and presents) to public officials or authorities/public international institution employees is generally prohibited at A.G. Vision Mining . Any exception to this policy requires the prior written approval of the LCO and the Managing Director or Executive Director as the case may be. A written copy of any approval of such exception shall be maintained in the files of the LCO. Our specific policies governing Gifts, Hospitality and Entertainment is described below.

Gifts, Hospitality and Entertainment

As a company, A.G. Vision Mining competes on the basis of the quality and value of our services. We must not encourage current or future clients to favor us over other vendors by improper or illicit means. To that end, there are restrictions that are applicable when dealing with public contracts and government/international agencies. Laws, regulations, and policies limit, and in some cases prohibit the giving of gifts to government employees and officers and employees of public international institutions.

What constitutes a “gift” is broadly defined as any item or service of value. The following are included as examples of what might constitute a gift:

Cash or cash equivalents (e.g. gift cards).
Holiday gifts and other special occasion gifts.
Entertainment, including meals, drinks and tickets for concerts, shows and sporting events.
Travel and lodging, including in connection with conferences and events.
Contests, door prizes and other give-away items.

Similarly, the definition of a government employee or public officer is also viewed in very broad terms and can include the following:

Federal, State, and Local Government employees
Employees of public corporations or private company wholly or jointly floated by any government or any of its agency including the subsidiary of any such company whether located within or outside Nigeria.
Judicial Officers serving in High Court, Magistrate, Area or Customary courts or Tribunals.

The definition of public international institution employees includes the following:

World Bank Group or African Development Bank or United Nations or similar public international institution employees.

Also, government or public international institution employees who can influence a purchase-making decision are in particularly sensitive positions and there are often specific restrictions by government or public international institutions on what government or public international institution employees can or cannot receive from vendors such as A.G. Vision Mining . A.G. Vision Mining employees must be aware of and honor such restrictions.

Importantly, you should never give a gift as an inducement or reward for a government/public international institution purchase or other official action. See the Section on Anti- Corruption below. Even if the gift is otherwise permitted, it is never permissible to give a payment or gift that is intended to induce or reward a government/public international institution purchase or other official action.

As a result, in every such situation where a gift or payment for entertainment involving a government official or public international institution employee may take place, it is important to
always consider the importance of ethical conduct to avoid even the appearance of any impropriety, including avoiding any reputational damage to A.G. Vision Mining and its clients. Also, be aware that even if a gift is permissible, it may be necessary for the government or public international institution employee to publicly disclose the gift and its donor.

The consequences of a failure to abide by applicable gift laws can be severe, both for A.G. Vision Mining and for the public officer or public international institution employee. To avoid and prevent any negative consequences to the government/public international institution employee— and to A.G. Vision Mining and its reputation— all A.G. Vision Mining staff and any sub-contractor working on A.G. Vision Mining ’s behalf must comply with the rules described above.

Non-Government and Non-Public International Institution Employees

A.G. Vision Mining employees may exchange gifts, meals, entertainment, and other business courtesies with non-government/non-public international institution employees if they are reasonable, infrequent, modest in amount and are provided as a token of esteem, courtesy or in return for hospitality.

Non-government employees may be subject to monetary limitations (e.g., gifts not to exceed N20,000.00) on the value of such business courtesies that may be given or received. A.G. Vision Mining employees must never offer or accept such courtesies under circumstances where they could affect or appear to affect decision making. A.G. Vision Mining employees must present or receive any gifts openly with complete transparency.

In all cases where gifts or entertainment are permissible and made, for any gifts or entertainment that you provide to current or potential clients, all A.G. Vision Mining ’s employees must:

1. Obtain the prior written approval of the LCO and the Managing Director or Executive Director as the case may be for all gifts or entertainment above N5,000 (Five Thousand Naira).
2. Declare all the transactions, expenditures, gifts, and entertainment that is expensed or received, and must be fully, fairly, and accurately recorded in A.G. Vision Mining ’s books and records. All gifts given or received must also be declared in writing to the LCO.

Questions?

You should immediately report to the LCO any gift you have been offered or received if you question whether that gift might be a violation of our policy. If you have any questions about gifts and entertainment, you should seek assistance from your manager or the LCO.

You are expected to follow both the letter and the spirit of this policy. Any action taken to circumvent or violate this policy may result in disciplinary action up to and including termination of employment. Additionally, A.G. Vision Mining will not provide reimbursement for expenditures that are contrary to this policy.

No Tolerance

A.G. Vision Mining has a no tolerance policy meaning that we will not tolerate any inappropriate or illegal behavior.

Due Diligence

Some of A.G. Vision Mining ’s work sometimes involves the use of vendors and subcontractors to perform work on our clients’ behalf, and A.G. Vision Mining works with
different types of contractors, vendors, and suppliers. A.G. Vision Mining commits to performing and documenting the requisite background checks and reviews of third parties before
entering any business relationship, and to continue to monitor their eligibility status throughout their time working with A.G. Vision Mining .

AVOIDING CONFLICTS OF INTEREST

Conflicts of Interest

Employees have an obligation to conduct business within guidelines that prohibit actual or potential conflicts of interest (or even the appearance of a conflict of interest).

An actual or potential conflict of interest occurs when an employee can influence a decision that may result in a personal gain for the employee or for a relative as a result of business dealings. For the purposes of the Program, a relative is any person who is related by blood or marriage or whose relationship with the employee is similar to that of persons who are related by blood or marriage.

If employees or their relatives have any business interest or employment relationships with any of A.G. Vision Mining ’s vendors or sub-contractors, or an employee has any influence on A.G. Vision Mining transactions involving purchases, contracts, or leases with which they also have a financial relationship, it is imperative that they disclose to the LCO as soon as possible the existence of any actual or potential conflict of interest so that safeguards can be established to protect all parties.

All employees have an obligation to promptly disclose any actual or potential conflict of interest to the LCO in all situations.

Outside Employment

Employees choosing to work outside A.G. Vision Mining may do so if it does not create a conflict of interest or interfere with their work schedule or performance at A.G. Vision Mining . Outside employment that affects an employee’s attendance, work performance, productivity, or conduct, either directly or indirectly, or that creates a conflict of interest of any kind, is not allowed. Please note that schedules will not be adjusted, and special considerations will not be made for employees who have outside employment.

Unless authorized, outside employment that is restricted includes:

Performing services for, or acting as an agent, officer, employee, director, consultant, partner, or shareholder for any client or business entity similar to A.G. Vision Mining without authorization.
Receiving personal income or material gain from outside individuals or companies for producing materials or rendering services during working hours, on A.G. Vision

Construction’s premises, using A.G. Vision Mining ’s property or at any time while performing services on A.G. Vision Mining ’s behalf.

Promoting a personal business at any time during working hours, while using A.G. Vision Mining ’s property, while on A.G. Vision Mining ’s premises or at any time while representing A.G. Vision Mining .
Using the name of A.G. Vision Mining as part of any outside promotional campaign or other business endeavor without express knowledge and approval of the Managing Director or Executive Director as the case may be.
Performing outside work in the name of A.G. Vision Mining .

Employees must report in writing any outside work, jobs (part-time or full-time), consulting, etc. to the LCO.

Employment of Relatives

A.G. Vision Mining permits the employment of qualified relatives of employees if such employment does not, in the opinion of A.G. Vision Mining , create actual or perceived conflicts of interest. For purposes of this policy a “relative” is a spouse, common law spouse, child, parent, sibling, grandparent, grandchild, aunt, uncle, first cousin or corresponding in-law or “step” relation. The following guidelines may be followed by A.G. Vision Mining ; however, A.G. Vision Mining reserves the right to modify these guidelines depending on particular circumstances and its business needs:

Individuals who are related by blood or marriage are permitted to work in the same facility, provided no direct reporting or supervisory/management relationship exists.
No relatives are permitted to work in the same department or in any other positions in which A.G. Vision Mining believes an inherent conflict of interest may exist.
Employees who marry while employed are treated in accordance with these guidelines. That is, if, in the opinion of A.G. Vision Mining , a conflict or an apparent conflict arises because of the marriage, one of the employees will be transferred at the earliest practicable time.

Employing Current or Former Government Employees

Special restrictions apply to recruiting current or former government personnel and retaining them as employees or consultants. Before you enter such discussions with any individual employed by the government as either an employee or a consultant, obtain the approval of Human Resources. Please refer to A.G. Vision’s Policy on Hiring and Work Assignment for all Former and Current Government Employees for more details.

ANTI-CORRUPTION, RECORD KEEPING AND ANTI-TRUST

Gratification and Anti-kickback

Nigerian laws prohibit the offering, soliciting, or accepting of any Gratification or kickbacks, as well as including any amount of a Gratification in a contract with Nigeria. A Gratification is defined as any money, donation, gift, loan, fee, reward, valuable security, property or interest in property, any office, dignity, employment, contract of empowerment or services, any payment, release, discharge or liquidation of any loan, obligation or liability, any discount, commission, rebate, bonus, deduction or percentage, thing of value or compensation of any kind which is provided for the purpose of influencing a public officer in the performance of his/her duties.

The “Corrupt Practices and Other Related Offences Act of 2000” also requires each Person to promptly report a violation of the Gratification laws to the nearest officer or the office of the Independent Corrupt Practices Commission or a Police Officer if gratification has been solicited or obtained in violation of the Act. “Person” is defined to include a natural or juristic person or anybody of persons corporate or incorporate.

Public international institutions have similar policies against gratification and kickbacks.

A.G. Vision Mining prohibits employees from engaging in any conduct with Business Partners that may be deemed to be any form of a Gratification or kickback.

Paying, soliciting, or receiving any bribe, rebate or kickback directly or indirectly is unlawful and prohibited. Any employee found to have paid, asked for or received a bribe, rebate or
kickback will be subject to dismissal.

We do not offer or accept bribes or other improper payments of any kind, whether in dealings with government officials or individuals in the private sector. We comply with all anti-corruption laws and policies that may apply to our operations.

Any and all corrupt, fraudulent, collusive, coercive, and obstructive practices are prohibited at A.G. Vision Mining . This includes, but is not limited to:

Offering, giving, receiving, or soliciting directly or indirectly, of anything of value to influence improperly the decisions or actions of another party.
Any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead a party, for the purpose of obtaining a financial or other benefit or to avoid an obligation.
Any arrangement with two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party.
Impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party.
Deliberately destroying, falsifying, altering, or concealing of evidence material in any investigations or making false statements during investigation or acts or omissions designed to impede investigations.

Everyone at A.G. Vision Mining is responsible for reading, understanding, and following these policies. Paying a bribe at times may seem like an easier way to get things done. In some jurisdictions, bribery may be commonplace, but at A.G. Vision Mining , we do not condone that behavior and we will not change our ethical practices even if we are told “that’s how business is done here”; these are never excuses for paying a bribe or engaging in other forms of corruption. At A.G. Vision Mining , we do not pay bribes, even if it means we may lose money or delay a project. No A.G. Vision Mining employee will suffer adverse consequences for refusing to pay a bribe. We must immediately inform the LCO if anyone demands a bribe from us.

Facilitation Payments.

Facilitation or “grease” payments are generally small payments or gifts made to a government officer to facilitate or speed up approval of some type of business transaction or activity. Such payments are strictly prohibited at A.G. Vision Mining except in cases of threatening situations where payment is made to protect against loss of life, limb, or liberty. In all situations, you must immediately notify the LCO if A.G. Vision Mining is solicitated to pay a facilitation payment or facilitation payment is made under threatening situations. The LCO will maintain records of all cases where facilitation payment is solicitated or where payment is made under threatening situations.

Charitable and Political Contributions

Charitable or political contributions may implicate fraud and abuse laws. If any client or prospective client requires that the A.G. Vision Mining make a charitable or political contribution as a condition for obtaining or maintaining the business of that client, the request for the contribution must be denied. An employee of A.G. Vision Mining may not make a charitable or political contribution from his or her personal funds, which has been requested by a potential or existing client as a condition of obtaining or maintaining the client’s business.

There are situations where a request by a client to make a charitable contribution would be appropriate. Any such charitable contribution must be made with A.G. Vision Mining funds and must be approved in advance by the Managing Director or Executive Director as the case may be, the Chief Financial Officer and the LCO. Prior to approval, the LCO must conduct due diligence on all recipients of charitable contributions and maintain records of the due diligence procedure adopted and all approvals granted pursuant to this policy and disclose such donations to the public or respective agencies of interest.

An employee may participate in client-sponsored charitable event if the employee has received advance approval from the Managing Director or Executive Director as the case may be, the Chief Financial Officer and the LCO.

Political contribution of any kind to any local, state, or federal political candidate, legislator, political party, government official or government employee is prohibited. No political contribution may be made by A.G. Vision Mining or any employee in response to a request by an existing or a potential client as a condition of obtaining or maintaining the client’s business.

A.G. Vision Mining may make a charitable contribution under the following conditions:

The contribution must be made to a tax-exempt or non-profit organization;
The contribution must be given directly by A.G. Vision Mining to the charitable organization;
The contribution must be on a A.G. Vision Mining -issued cheque;
The client’s request is not conditioned on obtaining or maintaining the client’s business; and
The contribution must be consistent with the A.G. Vision Mining ’s mission and values.

Recordkeeping

All A.G. Vision Mining expenses, including expenditures for gifts, travel, entertainment, and hospitality must be accurately documented in A.G. Vision Mining ’s books and records. The following rules must be strictly applied:

All business expenses must be in accordance with applicable laws, regulations, customer requirements, and this policy. Further, all business expenses must have a legitimate business purpose.
Nothing can be offered or given to a public officer or employee of public international institutions.
All permissible business must be reasonable in value.
Avoid circumstances that may raise even the appearance of impropriety.
Do contact the LCO BEFORE you make an expenditure where you have doubt as to its propriety.
Do report to your manager, the LCO, or through the A.G. Vision Mining Helpline all circumstances that appear to constitute bribery or corruption or are otherwise not in accordance with this policy.

Anti-Trust

At A.G. Vision Mining , we pursue our work with intensity, but fairly. We follow all applicable antitrust and competition laws. These laws are designed to protect consumers and competitors against unfair practices and to promote and preserve competition. We grow responsibly and by providing exceptional services and programs – not through prohibited or anticompetitive practices.

Our activities are governed by the following guidelines:

Never discuss with competitors any matter directly involved in competition between us and the competitor (e.g., sales price, marketing strategies, market shares, and business development policies).
Never agree with a competitor to restrict competition by fixing prices, allocating markets, or other means.
Do not arbitrarily refuse to deal with or purchase goods and services from others simply because they are competitors in other respects.
Do not require others to contract with us before or unless we contract with them.
Never engage in industrial espionage or commercial bribery.

Be accurate and truthful in all dealings with customers and be careful to represent the quality, features, and availability of A.G. Vision Mining programs and services accurately.

Do not require customers to take from us a service they do not want just so they can get what they do want.
Immediately notify your manager or the LCO whenever you believe that you might have received information that may be confidential or proprietary to another organization.

WORKPLACE SAFETY, EQUAL OPPORTUNITY, UNLAWFUL DISCRIMINATION AND NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

Health and Safety

To assist in providing a safe and healthful work environment for employees and visitors, we have established a workplace safety program. This program is a top priority for A.G. Vision Mining . Management has the responsibility for implementing, administering, monitoring, and evaluating the safety program.

We provide information to employees about workplace safety and health issues through regular internal communication channels such as supervisor-employee meetings, bulletin board postings, memos, or other written communications.

Employees and supervisors receive periodic workplace safety training. The training covers potential safety and health hazards and safe work practices and procedures to eliminate or minimize hazards.

To be compliant, every A.G. Vision Mining employee must:

Obey safety rules and exercise caution in all work activities.
Know and obey the rules, instructions and procedures about safety and health practices applicable to our daily roles and during any applicable emergency procedures.
Always use appropriate safety equipment and do not manipulate safety equipment or our security systems.
Report any accident, injury, sickness or unsafe situation to the appropriate supervisor or Human Resources.
Make sure that staff are provided the appropriate information and possess any pertinent qualifications before starting to work.

Employees who violate safety standards, who cause hazardous or dangerous situations, fail to report or where appropriate, remedy such situations, may be subject to disciplinary action up to and including termination of employment.

Equal Employment Opportunity

A.G. Vision Mining is committed to providing a work environment that is free of discrimination. It is the policy of A.G. Vision Mining that all applicants and employees are entitled to equal employment opportunity regardless of race, color, religion or creed, gender (includes pregnancy, childbirth or related medical conditions), national origin, age, disability, or other protected characteristics as required by Nigerian law.

A.G. Vision Mining maintains a policy of objective and rigorous employment selection process, paying attention exclusively to the academic, personal, and professional accomplishment and the needs of A.G. Vision Mining , and we base promotions on the merit, capacity, and performance of the persons.

A.G. Vision Mining does not discriminate in employment decisions, including, but not limited to hiring, training, orientation, placement, employee development, promotion, transfer, compensation, benefits, educational assistance, leave of absence, layoff and recall, social and recreational programs, employee facilities, termination and retirement. A.G. Vision Mining is an equal opportunity employer.

Any communication from an applicant, employee, government agency, or attorney concerning any equal employment opportunity matter should be referred to Human Resources.

Unlawful Discrimination or Harassment

A.G. Vision Mining is committed to providing a work environment that is free of discrimination and unlawful harassment. Actions, words, jokes, or comments based on an individual’s gender, race, religion, national origin, disability, or other protected characteristic will not be tolerated. Likewise, workplace bullying or disrespectful behavior between employees will not be tolerated.

This policy applies to all work-related settings and activities, whether inside or outside the workplace, and includes business trips and business-related social events. It covers harassment or discrimination by employees as well as by other individuals who have a relationship with A.G. Vision Mining where A.G. Vision Mining can exercise some control over the individual’s conduct in places and activities that relate to A.G. Vision Mining ’s work (e.g., directors, officers, sub-contractors, vendors, etc.). A.G. Vision Mining ’s property (e.g., telephones, copy machines, facsimile machines, the Internet, computers, and other electronic resources) may not be used to engage in conduct which violates this policy. As such, A.G. Vision Mining has a right to search and review any A.G. Vision Mining property at any time for unlawful information or materials.

While this policy sets forth our goals of promoting a workplace that is free from unlawful discrimination or harassment, the policy is not designed or intended to limit our authority to discipline or take remedial action for workplace conduct which we deem unacceptable, regardless of whether the unacceptable conduct satisfies the definition of unlawful discrimination or harassment.

It is A.G. Vision Mining ’s policy to investigate all harassment or discrimination complaints thoroughly and promptly. To the fullest extent practicable, A.G. Vision Mining will maintain the confidentiality of those involved. If an investigation confirms that discrimination or harassment has occurred or that this policy was otherwise violated, A.G. Vision Mining will take corrective action. Corrective action may include discipline up to and including immediate termination of employment of the offender. A.G. Vision Mining forbids retaliation against anyone who has reported harassment or discrimination or who has cooperated in the investigation of harassment or discrimination complaints.

Employees may also report any harassment charges via the A.G. Vision Mining Help Line or Human Resources.

Non-Disclosure of Confidential Information

Our employees, clients, sub-contractors, and vendors entrust A.G. Vision Mining with important information relating to their activities. The nature of this relationship requires maintenance of confidentiality. In safeguarding the information received, A.G. Vision Mining earns the respect and further trust of our clients. The protection of this confidential business information and trade secrets includes, but is not limited to, the following examples:

Compensation Data	Pending Projects & Proposals
New Materials Research	Financial Information
Employee Lists	Marketing Strategies
Research & Development Strategies	Proprietary Production Processes
Any Employee Information

No one is permitted to remove or make copies of any of A.G. Vision Mining ’s records, reports, or documents without prior written management approval or as appropriate as part of their formal job description.

Employees should not respond to any unauthorized requests for information or surveys without prior approval from Human Resources or LCO.

Because of its seriousness, disclosure of confidential information could lead to termination of employment and where the information divulged results in loss of revenue, business relationship or any incidental detriment to the Company, A.G. Vision Mining may seek legal redress and utilize all available legal option in seeking damages against the employee concerned.

USE OF TECHNOLOGY

Electronic Communications

Employees of A.G. Vision Mining have access to a variety of forms of electronic media and services, including computers, networks, electronic mail, telephones, fax machines, printers, and the Internet (including instant messaging technologies). These services are made available to employees to help them perform their jobs as efficiently and effectively as possible. However, all employees should remember that electronic media and services provided by A.G. Vision Mining are the property of A.G. Vision Mining , and their purpose is to facilitate and support the business.

No right of privacy exists for any employee of A.G. Vision Mining with respect to information placed on A.G. Vision Mining ’s electronic media systems by the employee. All electronic media systems, including, but not limited to, desktop PCs, laptop PCs, networks, electronic mail, telephone/fax records, printed documents, Internet activity (including instant messaging technologies) and electronic storage stored in A.G. Vision Mining ’s offices or remote services are subject to review by A.G. Vision Mining . A.G. Vision Mining has the right to review, audit, interrupt, access or disclose any message created, received, or sent over the electronic media systems of A.G. Vision Mining or its business tools. A.G. Vision Mining , or its authorized designee, reserves the right to review, at any time, all information contained in these systems (even if previously deleted or archived).

Phones, Computers and Mail Usage

Telephones

Telephones are an integral part of communications within A.G. Vision Mining and with our clients. Personal calls are permitted to a reasonable extent; however, they must be limited, and this privilege not abused.

To ensure effective telephone communications, employees should always speak in a courteous and professional manner.

Mail System

E-mail is an essential tool for corporate communications, organization, and documentation. All employees are required to use corporate e-mail for official communications. Many important messages and files are sent via e-mail each day. A.G. Vision Mining employees are expected to check e-mail for new messages at least daily and at least weekly on vacation or holiday breaks. Employees in management or leadership positions will be required to check their e-mail more often and as required by business needs. The e-mail system is reserved for business purposes only. Employees should refrain from sending or receiving personal e-mail at the workplace.

Internet Usage

Internet usage should be limited to work related purposes only. A.G. Vision Mining may monitor all servers and all computers for misuse of internet or pirated software, unlicensed software, or inappropriate images. Responsible parties will be notified and possibly subject to disciplinary action up to and including termination.

Downloading Files and Programs

Caution should be used when downloading files. Downloads should be for work related use only and should be from a trusted source. It is the user’s responsibility when downloading programs to A.G. Vision Mining systems to check for copyright or licensing agreements. If there is any doubt, do not copy the program.

Computers and Other Electronic Resources

The computers and computer files furnished to employees are A.G. Vision Mining ’s property and are intended for business use only. Employees should not access a file or retrieve any stored communication without prior authorization from management.

Computer Software

A.G. Vision Mining purchases and licenses the use of various computer software for business purposes and does not own the copyright to this software or its related documentation. Unless authorized by the software developer, A.G. Vision Mining does not have the right to reproduce such software for use on more than one computer.

Employees may only use software according to the applicable software license agreement. A.G. Vision Mining prohibits the illegal duplication of software and its related documentation.

Social Media

Social Media such as social networking websites (including, but not limited to Facebook, LinkedIn, Twitter, YouTube, Snapchat, Instagram or other interactive social media sites) and blogs can be effective networking or communication avenues. Although A.G. Vision Mining respects employees’ rights to personal expression and speech, employees must understand that the posting of information on blogs and the use of social networking sites in an inappropriate manner can have potentially serious and long-lasting consequences on the lives of our employees, clients, vendors and the operations and reputation of A.G. Vision Mining . Once information is shared through social media, it is difficult (if not impossible) to completely undo.

Although employees may reference their employment with A.G. Vision Mining in connection with a personal social network account, employees may not create social network accounts, postings, webpages, or blogs that appear to be affiliated with or endorsed by A.G. Vision Mining . Absent expressed written consent by an authorized representative of A.G. Vision Mining (such as the LCO), employees are not authorized to speak on behalf of A.G. Vision Mining or to represent that they do.

Employees may not use personal electronic devices (such as a cell phone, smart phone, tablets, etc.) for social media purposes during work hours. During or after work hours, employees should not use A.G. Vision Mining ’s computers or other A.G. Vision Mining ’s electronic devices for social media.

Please see Human Resources representative if you have any questions.

DISCIPLINE

Violation of this Integrity Compliance Program can result in serious consequences for the Company, its image, credibility, and confidence of its customers, and can include substantial fines and restrictions on future operations, as well as the possibility of fines and prison sentences for individual employees. Therefore, it is necessary that the Company ensure that there will be no violations. Employees should recognize that it is in their best interest, as well as the Company’s, to follow this Code carefully.

The amount of any money involved in a violation might be immaterial in assessing the seriousness of a violation since, in some cases, heavy penalties might be assessed against the Company for a violation involving a relatively small amount of money, or no money at all.

Disciplinary action, up to and including termination of employment, will be coordinated through the Legal and Compliance Officer. The overall seriousness of the matter will be considered in setting the disciplinary action to be taken against an individual employee. Additional information is to be reviewed in the Investigations Policy.

Disciplinary action shall also be taken against supervisors or executives who condone, permit, or have knowledge of illegal or unethical conduct by those reporting to them and do not take corrective action. Disciplinary action shall also be taken against employees who make false statements in connection with investigations of violations of this program.

Third Party Due Diligence Policy

THIRD PARTY DUE DILIGENCE POLICY

Purpose. It is A.G. Vision Mining Limited (“A.G. Vision”) policy to enter business arrangements only with individuals and entities that have a proven track record for legal conduct, excellent performance and who also are committed to operating with integrity. A.G. Vision has adopted a policy prohibiting employment or contractual arrangements with individuals and entities whose names appear on the Nigerian Government or the World Bank Group or any similar list of ineligible firms and individuals. The purpose of this policy is two-fold: (1) to ensure that A.G. Vision engages in business with honest and reputable third parties, that is, entities and individuals not involved in or prone to corruption and (2) to document the due diligence process A.G. Vision follows prior to entering a third-party arrangement.

Scope. This policy applies to all proposed A.G. Vision joint venture partners, as well as any proposed major subcontractor or sales consultant agreement or other arrangement with a third party where the value of the arrangement is expected to exceed N200,000.

Due Diligence Information/Red Flags. Various international organizations dedicated to stopping the spread of corruption/illegal activities have identified certain questions that should be asked before entering a third-party arrangement in order to ascertain whether the proposed business partner is likely to engage in corruption. These questions, as well as certain “red flags,” should be considered as part of A.G. Vision’s due diligence process before entering a business arrangement with a third party. These questions and risks are set forth below and shall be considered by A.G. Vision’s management prior to entering a joint venture, major subcontract, or sales consultant agreement or any other arrangement with a third party.

Reputational Risk

The transaction or the third party is in a country known for widespread corruption, as measured by the Transparency International Corruption Perceptions Index or other similar indices.
The third party has a history of improper payment practices, such as prior or ongoing formal or informal investigations by law enforcement authorities or prior convictions.
The third party has been subject to criminal enforcement actions or civil actions for acts suggesting illegal, improper, or unethical conduct.
The third party has a poor business reputation. Allegations that the third party has made or has a propensity to make prohibited payments or facilitation payments to officials. Allegations related to integrity, such as a reputation for illegal, improper, or unethical conduct.
The third party does not have in place an adequate compliance program or code of conduct or refuses to adopt one. Other companies have terminated the third party for improper conduct.
Information provided about the third party, or its services is not verifiable by data, only anecdotally.

Government Relationships

The third party has a family relationship with a foreign official or government agency.
The third party has a business relationship or association with a foreign official or government agency.

The third party previously worked in the government at a high level, or in an agency relevant to the work he/she will be performing.
The third party is a company with an owner, major shareholder or executive manager who is an official. There is rumor that the third party has an undisclosed beneficial owner. A government official requests, urges, insists, or demands that a particular party, company, or individual be selected or engaged, particularly if the official has discretionary authority over the business at issue.
The third party makes large or frequent political contributions.
The third party provides lavish gifts or hospitality to government officials.
The third party insists on dealing with government officials without the participation of the company.

Insufficient Capabilities

The third party is in a different line of business than that for which it has been engaged.
The third party lacks experience or a “track record” with the product, service, field, or industry.
The third party does not have offices or a staff, or lacks adequate facilities or staff, to perform the work.
The third party has an unorthodox corporate structure. The address of the third party’s business is a mail drop location, virtual office, or small private office that could not hold a business the size that is claimed.
The third party is not expected to perform substantial work.
The third party has not been in business for very long or was only recently incorporated.
The third party has poor financial statements or credit.
The third party’s plan for performing the work is vague and/or suggests a reliance on contacts or relationships.

Type and Method of Compensation

The third party requests an unusual advance payment. The fee or commission requested by the third party is unusually high compared to the market rate. The compensation arrangement is based on a success fee or bonus.

The third party offers to submit or submits inflated, inaccurate, or suspicious invoices.
The third party requests an invoice to reflect a higher amount than the actual price of goods provided.
The third party’s invoice vaguely describes the services provided.
The third-party requests cash, cash equivalent, or bearer instrument payments.
The third-party requests payment in a jurisdiction outside its home country that has no relationship to the transaction, or the entities involved in the transaction – especially if the country is an offshore financial center.
The third-party requests that payment be made to another third party or intermediary.
The third party proposes the use of shell companies.
The third-party requests that payments be made to two or more accounts.
The third-party shares compensation with others whose identities are not disclosed.
The third party requests an after-award services contract that it does not have the capacity to perform.
The third-party requests that a donation be made to a charity.
The third-party refuses to properly document expenses.
The third-party pressures the company to make the payments urgently or ahead of schedule. The third party requests a large up-front payment.
The third-party requests payment arrangements that raise local law issues, such as payment in another country’s currency.

Unusual Circumstances

The third-party refuses to agree to comply with anti-corruption legislation, anti-money laundering laws, or other similar laws and regulations.
The third-party refuses to warrant past compliance with applicable anti-corruption legislation, anti-money laundering laws, or other similar laws and regulations.
The third-party refuses to execute a written contract, or requests to perform services without a written contract where one is sought.
The third party insists that its identity remain confidential or that the relationship remain secret.
The third-party refuses to divulge the identity of its beneficial owners, directors, officers, or other principals.
The third-party refuses to answer due diligence questions.
The third-party refuses to allow audit clauses in contracts.
There is a suggestion by the third party that anti-corruption compliance policies need not be followed, or that certain illegal conduct is acceptable because it is the norm or customs in a particular country.
There have been suspicious statements by the third party such as needing payments to “take care of things” or “finalize the deal.” The representation is illegal under local law.
A third party guarantees or promises unusually high rates of return on the promotional services provided.
The third-party requests approval of a significantly excessive budget or unusual expenditures.

Documentation of the Due Diligence Process.

In consultation with A.G. Vision’s Legal & Compliance Officer (LCO), A.G. Vision’s Procurement Manager and senior management shall use these questions and red flags/risk areas as a guide in conducting due diligence and shall document the information obtained from the third party or other sources during the due diligence process. The Procurement Manager is responsible for obtaining responses to A.G. Vision’s Third- Party Due Diligence Questionnaire for all business relationships covered by this policy and shall maintain appropriate documentation including the due diligence procedures adopted by A.G. Vision and all approvals. In potential high-risk situations, A.G. Vision may consider retaining the services of a professional organization expert in conducting due diligence reviews of third parties. The LCO shall periodically audit the third-party due diligence process and documentation to ensure compliance with this policy. Documentation for this audit shall be maintained by the LCO.

Approvals.

The decisions whether to enter a business arrangement with a third-party covered by this policy shall be made by the A.G. Vision Managing Director or Executive Director as the case may be, with the advice and guidance of the A.G. Vision’s LCO.

For reports on ethical issues on the policies, please call +2349131555444 or send an email to : whistleblowing@hotmail.IoDCCG.com