We are committed to the principles of accountability through the establishment of a properly constituted board of directors whose ultimate goal is to act always in the best interest of the company.

The board is guided by the rules of good corporate governance. This is demonstrated by the various ways we communicate information to our investors in a clear and prompt manner and by our willingness to respond to concerns raised promptly.

We effectively manage our relationship with our shareholders through transparent and appropriate disclosure of business and financial information.

Company Information is  disseminated through publications/corporate announcements on the company’s website,quarterly analyst calls led by the Group Chief Executive for the review of the company’s quarterly performance, and press publications. Statutory Meetings and shareholder forums also provide avenues for shareholders to provide feedback and participate actively in the decision-making process of the company. Management strategy and financial information are divulged in a transparent and timely manner.

Shareholders of Oando PLC can specify the manner through which they want to receive the Annual Reports and other statutory reports of the Company. Shareholders who wish to receive correspondences from the Company in an electronic format may complete the Electronic Delivery Mandate Form and return same to the Company Secretary or First Registrars Nigeria Limited for processing.

Notice is hereby given to all shareholders to open bank accounts, for the timely receipt of dividends. The Electronic Dividend Payment Mandate Form duly completed and signed by the shareholder(s) with the banks’ stamp affixed for authentication may be submitted to First Registrars Nigeria Limited for processing.

All shareholders receive equal consideration regardless of the size of their holdings in the company. This is in line with Rule 22 of the Securities and Exchange Commission (SEC) Consolidated rules which requires information to be disseminated at the same time to all shareholders without preference.

Shareholders are also represented on the Audit Committee of the Board of directors to facilitate involvement byinvestors in the financial review process of the company.

We recognize the powers reserved for shareholders in the decision making process of the company hence our custom to keep shareholders fully informed and to seek their approval before embarking on major transactions or matters reserved for shareholders’ approval by the Companies and Allied Matters Act.

GRMC is a management committee established pursuant to the Enterprise Risk Management strategy of Oando PLC. The Committee is mandated to develop policies and procedures for identifying, measuring and controlling risks identified in the Group’s risk universe.  The Committee provides assurance to the Board and the Risk Environment HealthSecurity Safety and Quality Committee on the adequacy of the Group’s risk management systems as implemented and evaluate the Group’s risk profile, the action plans in place to manage high risks, and the progress against plans to achieve the Group’s risk strategy.

Selected Senior Officers from across the Group provide risk management supervision through the GRMC. The Committee, which is chaired by the Group Chief Financial  Officer, has a primary responsibility to provide independent risk oversight; facilitate, monitor and challenge the effectiveness and integrity of the risk management processes. The GRMC also reviews all the risk information and the analysis of the data as prepared by the Risk Management Department and  approves the risk report that is presented to the Board Risk Committee (the Risk and Environmental, Health, Security, Safety, and Quality Committee).  The Risk Management and Control department  facilitates the identification, assessment, and management of risk for each of the group’s subsidiaries.

The Internal Audit unit is an independent, objective assurance and consulting department designed to add value and improve Oando’s operations. The department helps Oando businesses accomplish their objectives by bringing a systematic, disciplined approach to evaluating and improving the effectiveness of risk management, control and governance processes. The department evaluates the adequacy, appropriateness, effectiveness and integrity of internal controls over financial reporting and business operations and proffer recommendations where weaknesses are noted. The Internal Audit performs a wide range of audit services including financial audits, compliance audits, operational audits, information technology audits, and investigations.

A range of decisions are specifically reserved for the Board to ensure it retains proper direction and control of the Group. The Board is authorized to delegate some of these functions to executive directors who are responsible for the day to day management of the business. The document delegating Authority to certain directors and committees was approved in 2007 and sets the financial limits on the decisions that can be taken by the Executive Directors and the various committees of the board.

In 2008, Oando developed a “Business Partner Non Solicitation Policy” which all our Business Partners  are required to execute.  The key element of this measure is to ensure that our business partners also subscribe to the same high standards of integrity. The non-solicitation policy is a declaration that a business partner will not offer bribes to employees of Oando PLC.

Oando is committed to doing business with only reputable, honest and qualified businesses. The Company and its employees exercise due care and take reasonable steps and precautions, geared towards evaluating the anti-corruption and bribery risks of engaging with  prospective business partners. In an increasingly complex global business environment, it is crucial for us as a company to know exactly who our business partners are and the reputational risks when dealing with them.

At Oando, we select our vendors on merit, competence, pricing, timely delivery through a competitive bidding process. The Procurement department identifies suitable and qualified vendors who have the capability to provide the required services or solutions to meet the user department’s requirement at the most competitive price. Only valid vendors with track records of performance are selected and registered for business dealings. The performance of vendors is monitored to determine if the business relationship should be continued or discontinued. Non – performing vendors are blacklisted and deactivated from the Oracle and unqualified vendors are not registered.

The bid process is aimed at ensuring transparency and upholding the Company’s integrity in all tender processes for goods and services whilst simultaneouslyensuring that the company obtains value for money. The Governance Office has the responsibility for ensuring that the principles of transparency and fair-play govern the conduct of this exercise and has set down acceptable guidelines for conducting the process.

In supporting the company’s fight against corruption and unethical practices, the company established a framework through which errant business partners may be suspended or blacklisted for  failure to comply with Oando policies and procedures and the Code of Business Conduct and Ethics. The policy covers the adherence by Business Partners to contractual terms, safety, standards of ethics, financial propriety and human rights in the provision of goods and/ or services.

Suspended business partners may  be re-instated after a risk-based due diligence has been conducted by the Procurement and Governance units, to certify that structures have been put in place by the business partner to avoid a repeat of the brach that led to the suspension.

Oando’s participation in the fight against corruption extends beyond the confines of our business operations. The company is actively involved in the global fight against corruption and the promotion of good corporate sustainability principles through its membership in a number of local and global anti-corruption organisations. These organizations include:

The United Nations Global Compact (UNGC)

Oando became a signatory to the Global Compact in July 2009 and has been an active participant in the Local Network of the Global Compact in Nigeria. The company is also a pioneer member of the Global Compact LEAD platform; a corporate sustainability leadership forum that provides the opportunity to implement the Blueprint for Corporate Sustainability Leadership (developed in close consultation with a large number of corporate participants and stakeholders and widely endorsed by business, governments, and civil society at the Leader’s Summit in New York in June 2010), and share related outcomes and learnings with the broader universe of companies.

The UN Global Compact is a strategic policy initiative for businesses committed to aligning their operations and strategies with ten universally accepted principles in the areas of human rights, labour, environment and anti-corruption and reporting publicly on progress made in implementing these principles in their business operations.

Furthermore, the company seconded its staff to work with the Local Networks Team of the Global Compact Office in New York for a 24-month period. This afforded the company the opportunity to contribute to the development of global sustainability agenda whilst building our capacity for demonstrating best practices in environmental, social and governance issues.

The World Economic Forum, Partnering Against Corruption Initiative (PACI)

The Partnering Against Corruption Initiative (PACI) was formally launched in January 2004. The initiative brings together companies from various industries and regions to fight bribery and corruption through the implementation of a zero tolerance policy towards bribery and the establishment of an effective internal anti-corruption programme. The organization offers a risk mitigation platform to help companies design and implement effective policies and systems to prevent, detect and address corruption issues.

Oando became a signatory to PACI in 2008 and has been actively involved in programmes of PACI in various capacities as task force members

Convention on Business Integrity (CBi)

CBi is an organisation established for the maintenance of ethical conduct, competence, transparency and accountability by private sector operators. CBi was established to empower business transactions within Nigeria against corruption and corrupt practices.

Oando became the 21st member to sign unto the Convention on November 16, 2009. Following the recent business integrity failure and regulatory lapses in Nigeria, the CBi began to focus on the promotion of a collaborative approach of promoting public-private sector partnership by hosting roundtable discussions with select groups of leaders of key government regulatory bodies and members of the business community to identify and implement sustainable models for corporate control against corrupt practices in Nigeria.