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FOREWORD

This manual seeks to furnish employees with significant terms and conditions of service as well as serve as a general guide to the company’s policies, practices and procedures on Human Resource matters.

The manual is considered an important document to the company and the employee in as much as it sets out commitments and obligations of the Company to the employee and vice versa. It should be read together with Employee Individual Letter of Appointment, Service Agreement and other policies, practices and procedures of the company not covered in the manual.

The manual will be made readily available to all employees and it is expected that they should study, understand and acquaint themselves with all its provisions. It is important to note that, ignorance of the contents of this manual shall not be excused in any disciplinary action against any employees.

There shall be amendments to the manual from time to time as is considered necessary. Such changes shall be communicated to all employees and shall be deemed to be part of this manual.

It is acknowledged that. Human Resource issues that shall arise which are not covered by the provisions of this manual and in such circumstances, flexibility shall be essential in dealing with each case on its own merit. On such issues and generally on matters of interpretation, recourse shall be made to the Group Human Resource Department.

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TABLE OF CONTENT

PageINTRODUCTION - 4NOTES - 5CODE OF BUSINESS CONDUCT - 6HUMAN RESOURCE POLICY - 7TERMS OF EMPLOYMENT - 8GENERAL – ENGAGEMENT - 8EMPLOYMENT CATEGORIES - 8 - 9PROMOTION - 10ABILITY - 10RELIEF DUTY - 10RELIEF/ACTING ALLOWANCE - 10CONDITIONS OF EMPLOYMENT - 11CONFIRMATION OF EMPLOYMENT - 11PERFORMANCE APPRAISALS - 11TRAINING AND DEVELOPMENT - 12GRADING OF POSTS - 12HOURS OF WORK - 12REMUNERATION - 13PENSION FUND - 13GRATUITY/ANNUAL RETENTION ALLOWANCE

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ADVANCE AGAINST GRATUITY ENTITLEMENT 14STAFF EDUCATIONAL SCHEME - 15CAR/MOTORCYCLE GRANT - 16LEAVE - 16 - 18ACCIDENT PREVENTION - 18SAFETY - 19MEDICAL ATTENTION - 19 - 20DISCIPLINE - 20 - 24TRANSFER - 24 - 25TRANSFER ALLOWANCES - 25HOUSING ALLOWANCE - 25TRANSPORT ALLOWANCE - 25UNIFORM WASHING ALLOWANCE - 26MEDICAL SUBSIDY - 26CESSATION OF EMPLOYMENT - 26RE – ENGAGEMENT - 27

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RETIREMENT - 27REDUNDANCY - 27REPATRIATION - 27REPATRIATION OF DECEASED EMPLOYEE’S FAMILY 28CERTIFICATE OF EMPLOYMENT - 28LOCAL RULES AND RELATED MATTERS - 28-31APPENDIX I GRANTS AND ALLOWANCES 32-34APPENDIX II AWARDS - BENEFITS 35-APPENDIX III CODE OF BUSINESS CONDUCT 36-48

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INTRODUCTION

You are welcome into the service of UAC OF NIGERIA PLC and its SUBSIDIARY

COMPANIES. You are encouraged to develop a critical and inquisitive mind in order

to benefit from the rich and enormous experience that exists in our business. Your

need for information about UAC OF NIGERIA PLC and its SUBSIDIARY

COMPANIES is very much appreciated. This manual has been designed to assist you

in that regard and you are therefore encouraged to acquaint yourself with its contents.

UAC OF NIGERIA PLC has remained a leading private sector contributor to the

Nigerian economy since 1879, when the name “UAC” was first used in the Company’s

annals. A diversified, food focused company. UAC Operates in the Foods, Paints,

Logistics, and Real Estate sectors of the economy. It has its registered Office at uac

House, 1-5 Odunlami Street, Lagos.

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NOTES

1. The word “Employee’ in this Handbook shall be understood as a staff whose position falls within Junior Staff or Senior Staff categories.

2. For the purpose of clarification or interpretation of any part of this Handbook, reference shall be made to the Head, Human Resources, Corporate Centre, UAC House 1 –5 Odunlami Street, Lagos.

3. Any reference to the masculine gender shall include the feminine gender.

4. Any reference to Company in the handbook covers Corporate Centre.

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CODE OF BUISNESS CONDUCT

I) COMPANY POLICY

UAC of Nigeria PLC as a good corporate citizen has a policy of integrity in all its

dealings. It is the Company’s long established policy not to offer or give any

inducement either directly of indirectly to retain business or gain any business or

financial advantage and to reject any demand for such inducement. It is the employee’s

responsibility to take all reasonable steps to ensure compliance with this policy,

including the maintenance of appropriate systems of internal control and to ensure

compliance with all relevant legislation. Actions contrary to this policy will not be

condoned by the management under any circumstances. Management will not criticize

employees for any adverse effects on business that may result from following this

policy.

II) CONFLICT OF INTEREST

The employee shall in all matters act loyally and faithfully to the Company and shall

not without the consent in writing by the Company engage or be interested or

concerned, either directly or indirectly as principal or agent, whether alone or in

conjunction with others, in any business of the Company or which may derogate from

his ability to render unalloyed services to the Company.

III) CONFIDENTIALITY

An employee shall keep the operations and dealings of the Company confidential and

shall not make public or press statement(s) where the subject matter is concerned with

the Company or any of its associated companies and sister Business Units without

prior clearance with the Head of Human Resources/Head of Unit.

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HUMAN RESOURCE POLICY

A Duties of the Employer

The Company on its part believes that it should arrange.

1. To create an enabling environment for the employee to develop his ability to the maximum and to pay careful attention to his work and process.

2. To give just consideration to an equal opportunity for engagement and promotion on the basis of merit.

3. To encourage loyal and efficient service by providing suitable security and conditions of work to all employees.

4. To provide reasonable medical services so as to help employees maintain good health.

5. In line with extant labour laws, to recognize the freedom of employees to form and join a responsible and truly representative Trade Union and Senior Staff Association.

6. To promote Joint Consultation in order to enable employees to have full opportunity to meet and speak frankly with the management on matters of mutual interest.

7. To enable employees to raise, when necessary, any personal matters affecting themselves and their work.

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B Duties of the Employees

The Company, on the other hand, expects from its staff.

1. A sense of personal responsibility for the quality and quantity of work produced based on the principle of a fair day’s work for each day’s pay

2. A constant endeavour to reduce loss of time to a minimum and to avoid any action likely to impede the work.

3. Personal care of all machinery, equipment, tools, materials and all amenities provided for the use of staff.

4. Constructive suggestions for the improvement of methods, efficiency and work conditions.

5. A sincere and active endeavour to be loyal, to be co-operative and establish friendly relations with fellow employees and Management, and faithfully carry out instructions.

TERMS OF EMPLOYMENT

6.1 GENERAL - ENGAGEMENT

It is to be clearly understood that the Company is not bound to follow the awards made to the employees of Government or other firms in respect of conditions of services relating to wages, overtimes, hours of business, leave, transport, medical expenses or concessions of any nature, but will endeavour to implement National Union agreement, which is more favorable to existing terms and conditions of employment

6.2 EMPLOYMENT CATEGORIESEmployment in the Company for all staff falls into six main categories and are pensionable.

These categories are:-1. Technical staff: T5 – T12. Clerical Staff: CG4 – CG13. Service Staff: S5 – S14. Drivers: DS5 – DS15. Secretaries: SC6. Supervisory staff: JC11 – JC12

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i CLERICAL STAFF

Each category is divided into grades with each grade having its salary range.

Clerical staffs are divided into four grades: Grade 1, Grade 2, Grade 3, Grade 4. Each grade has its own progressive salary range.

The normal minimum educational standard for entry is Ordinary National Diploma or equivalent.

All applicants unless exempted because of higher educational Qualification or because of previous practical experience, must pass the company’s entrance interview before being offered employment. This interview may be written consisting of papers in English, Mathematics and General Knowledge, and then followed by oral interview.

ii SECRETARIES

New entrants to the grade of secretary must possess OND (National Diploma) in secretarial Administration or its equivalent from (Private training school), good communication skills and must be very conversant with use of Microsoft office tool (M-S Word, Power point, Excel).

The new entrant will also be required to satisfy the Company with respect to his knowledge of other duties commonly performed by a secretary. It is noted that Secretaries and Senior Clerical Supervisors do not qualify for overtime pay.

iii DRIVERS

All drivers’ posts on the permanent establishment are

pensionable. Driving LicenseDrivers in employment of the Company will be reimbursed for the annual cost of renewal of their driving license, except that on first joining the company they will be required to be in possession of a current driving license that cost of which will not be refunded.

OvertimeDrivers may be required to report for duty up to half-an-hour before normal commencing time and they may be required to work up to half-an-hour after normal closing time without being eligible for overtime pay.

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6.3 PROMOTION

Promotion from a lower to a higher grade is dependent upon vacancies and on merit, technical ability and conduct. Promotion to vacancies in one department is not necessarily restricted to members of staff in that department alone.

6.4 ABILITY

Ability is something with which we are born and which can be developed by training and experience. It varies both in direction and the extent between one individual and another. Whereas we are usually able to say in what direction our abilities lie, since this is often a matter of personal preference and therefore, of aptitude, it is much less easy for the individual to determine the extent of his own ability, or the means whereby this can best be developed to as to assure for himself a successful career in our business.

6.5 RELIEF DUTY

All employees may be called upon to undertake periods of relief assignment in other stations away from that at which they are normally employed.

6.6 RELIEF/ACTING ALLOWANCE

The primary motive of relief duty is to give employees an opportunity for on the job training, which gives them good exposure and prepares them for higher job responsibility.

However, some compensation will be made to employees who successfully carry out a relief duty as follows:

Where a Junior Staff relieves in a Senior Staff position for a minimum of 4 weeks consecutively.

5% of Weekly Basic Salary of the Senior Staff or 10% of Weekly Basic Salary of the Junior Staff multiplied by the total number of weeks relieved. The lower of the two is payable and should not be more than 1/3 of the reliever’s monthly basic salary.

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7.1CONDITIONS OF EMPLOYMENT

Offer and Acceptance of Employment

i All offers of employment in the Company for staff falling under the above categories are signed by the Human Resource Manager.

The prospective employee is expected to confirm in writing his acceptance as clearly laid down in the letter of appointment by signing the duplicate copy.

ii Pre – Employment Medical ExaminationA prospective employee will be required to be medically examined by a Company appointed Doctor before an offer is made.

iii ProbationAll new entrants into the Company will be placed on probation for a period of not more than six months and upon satisfactory completion of the probationary period, his appointment will be confirmed in writing. If circumstances warrant, this period of probation may be extended further by a maximum period of six months. In accordance with the provisions of the Labour Act, the company reserves the right to extend the probation period should it so desire.

During this period either party may terminate the contract by giving the other 2 weeks notice in writing or making 2 weeks’ pay in lieu of notice.

7.2 CONFIRMATION OF EMPLOYMENT

On satisfactory completion of your probation period you will be given a letter of Confirmation.

7.3PERFORMANCE APPRAISALS

Throughout the employee’s career with the company, an annual appraisal will be made. The contents of appraisal report will be discussed with the employee concerned each year. The annual report will be used as the basis of deciding any merit increases of salary to be awarded. The report will also be used to decide the training required and the future development of the employee concerned. The summary of the report will be communicated to you in the following sentence “Your Annual Appraisal is Excellent/Very Good/Good/Fair/Bad” and a brief explanation will be given if the report is fair or bad. You may make representations to higher management if you consider that the report is inaccurate in fact, or does not reflect your perceived performance level.

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7.3.1 Grounds for withholding an increment

If you have not been previously warned by your Manager that a recommendation has been made that your increment should be withheld, you may expect to receive the standard increment for your grade. Double increments are awarded only in exceptional circumstances for consistently meritorious work throughout the year under review and are granted at the discretion of the Head of Human Resources on the recommendation of the departmental head.

You are not eligible for an increment until 1st January and 1st April for junior and senior staff respectively following completion of eight months service from the date upon which you were engaged on trial.

7.4TRAINING AND DEVELOPMENT

It is the Company’s policy to ensure that its employees are adequately trained and developed in order to realize their full potential so that they can make the maximum contribution towards the development of the business. Training may take various forms including on the job experience, internal or external courses, workshops, seminars digital learning.

7.5GRADING OF POSTS

All employee jobs are graded, the grade of the job being determined by the degree of responsibility it carries and the qualifications and experience required to carry it our effectively. Job grading are determined by a process of job evaluation, which is common throughout the company.

7.6 HOURS OF WORK

Normal working hours vary to some extent throughout Nigeria. Where any changes arise, it will be announced through notice boards and Joint Consultative Committees. You must conform to such time recording arrangements as may be in force in your department and be ready to start work at the stipulated time. You should not sign the attendance book for any other person, nor leave work without permission during normal working hours. Failure to report for work on time is a breach of contract and consequently a serious offence which may lead to your being marked absent leading to disciplinary action. Repeated absence or late- coming can also lead to the termination of your employment.

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If you are unable to attend work, you must the same way, send notice of the fact to the Head of your Department, together with a notice of the day on which you intend to resume work. Where such absence is due to ill-health, you must attend the company clinic, hospital, dispensary or doctor’s consulting room authorized by the company. Should you for reason of severe illness be unavoidably absent from your station or unable to attend the hospital at the authorized place, a certificate from a registered medical practitioner, obtained by you at your own expense, must be produced. Failure to give the required notice or produce the certificate mentioned above may result in your being noted as absent without permission.

8 REMUNERATION

8.1 Payment of wages:Wages for unionized staff will be paid once each month on dates that will be notified to employees by circular at the beginning of each year. No deductions will be made from wages by way of fine without the notification of the staff in writing.

8.2 Overtime:

Overtime as a regular feature of employment is recognized as being undesirable. Department establishments are drawn up in such a way as to ensure that the department is able to deal with all regular and predictable work without the necessity of working overtime. Overtime is not, therefore, normally paid to indoor clerical staff, but where genuine overtime is worked on tasks, which are extra to the normal duties of the post, and the overtime has been authorized in advance by management, those doing the extra work will be paid their entitlement.

All overtime worked must be authorized in advance by a Manager .See appendix (1) for payment of overtime rate.

8.3 PENSION FUND

The company has in place a Closed Pension Fund Administrator arrangement under the Pension Reforms Act 2014. However, all employees joining the company from January 1, 2015 are expected to join any of the recommended Pension Fund Administrator of his choice as soon as he assumes duty.

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8.3.1 Rate of ContributionEmployees are expected to contribute 8% of their total emolument made up of the total of salary, housing and transport allowances. The Company will complement with an additional 10% of total emolument.

Benefits and withdrawal from the fund are as specified by the relevant provisions of the Pension Reforms Act 2014 and the rules and guidelines issued by the Pensions Commission from time to time.

8.4 Gratuity/Annual Retention Allowancea. All non-management employees employed before 1st January, 2017 that

put in a minimum of 5 years’ service with the company will be eligible for Gratuity payment on cessation.

b. Effective 1st April, 2018, an Annual Retention Allowance will be paid annually in arrears.

c. Gratuity and redundancy benefits will be mutually exclusive i.e. no one employee will get more than one of these two as specified in appendix (ii).

d. Those who abandon their employment or are dismissed will not benefit from gratuity.

e. Those who resign their appointment to forestall dismissal will not benefit from gratuity.

8.5 Advance Against Gratuity Entitlement

The company provides opportunity for its long serving employees to take out advance against their accrued service gratuity. The aim of the advance is:

To provide an avenue for employees to access funds for projects that will enable them actualize their personal goals

To further motivate employees for higher productivity and thereby enhancing their adherence to the tenets of integrity.

Request for the advance shall be by way of application on the prescribed form and approval by the Head of a Business Unit subject to the following conditions:

Employees who have put in 10 years of service are eligible to access a percentage of their gratuity account balance as an advance against service gratuity. This is however subject to approval by the Head of a Business Unit.

Maximum allowable advance is 30% for all cadres of employees.

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When an advance is approved, this will be communicated to the fund custodian for payment. The employee salary account is credited with payment while equivalent units of amount paid will be withdrawn from members account at the ruling price in the month of payment.

The payment instalments will run for a period not exceeding 36 months and shall be converted to units at the unit ruling prices in the months following repayment.

Repayment before expiry of the period will not qualify an employee for another advance until 36 months of the initial advance. However, employees on retirement notice can apply for additional advance up to a maximum of 30% of final gratuity entitlement at management’s discretion.

8.6 (a) STAFF EDUCATIONAL SCHEME

The company encourages its employees to take academic courses in higher institution or professional examinations which will be of help to them in their day to day work and also enable them to progress as well as the company business in which they are employed.

(ai) QUALIFICATION FOR ASSISTANCE

Employee would be required to have put in a minimum of three (3) years service to be considered for the schemes. This will however not apply to Trainees who operate under special schemes (i.e Management Trainees and Graduate Specialists schemes). In addition, record of consistent good performance on the job as determined by our appraisal system will be considered. The Course of study or professional examination must be relevant to immediate and future need of both the employee and the company

(aii) APPROVAL

Prior approval of the Head of Human Resources must be obtained before commencement of courses.On satisfactory completion of the course and passing the final examination, the Head of Unit may recommend to the Head of Human Resources a refund of 75% of the course and examination fee to the student. Where courses are in stages, refund may be made after successfully completing each of the stages e.g. ICAN Foundation, PE1, PE2, etc.

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(b) CAR/MOTORCYCLE GRANTSenior Staff/Junior Staff Car/Motorcycle grant respectively is paid every four (4) years. Provided a minimum of 3/10 years’ service has been spent respectively. However, when they leave the company at any time within the expiry of the 4 year period, an amount equivalent to the unexpired period of the grant will be refunded by the employee or deducted from the employee’s final entitlement.

Employees’ right to Car/Motorcycle grant ceases forthwith upon cessation of employment. Grant not earned cannot be encashed or used to defray any indebtedness.

9. LEAVE

9.1 Leave Entitlement

On completing twelve (12) months service with the company, an employee shall be entitled to twenty five working days (senior staff) leave and Fifteen, Eighteen Twenty and Twenty Three working days (junior staff as per their grade) on full pay in each calendar year, to be taken at such time at the convenience of the company.

Leave must be taken in the year in which it is earned; it can only be accumulated at the request of the company and certainly not to be in arrears for more than 2 years.

9.2 Leave AllowanceAn employee is entitled to an annual leave allowance which is a percentage of the annual basic salary he receives at the date leave commences. The allowance will accumulated in the same way as leave itself when leave is accumulated, but leave allowance for the previous period when leave was not taken will be based on basic salary applicable to the period.

9.3 Sick LeaveSick leave will be granted by the company on the recommendation of the Company Doctor. Where sick leave is granted by a medical practitioner not employed or registered with the Company, the employee may be required to be examined by the Company Medical Officer or by a Doctor nominated by the Company.

9.4 Maternity LeaveFemale staff will be entitled to a maternity leave for a period not exceeding twelve(12)weeks. In pursuance of this provision, the following will apply:

(a) The Staff must have been in the employment of the company for at least twelve months and her appointment confirmed.

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(b) The staff should produce a medical certificate given by a registered medical practitioner stating that her confinement will probably take place within six weeks.Such certificate will need confirmation by the Company Doctor.

(c) The staff should apply in writing for the leave attaching the certificate mentioned in (b) above.

(d) Normal basic salary, including other entitlements, shall be paid during the period of maternity leave.

(e) Any extensions to the period of the maternity leave will be subject to recommendation of the company Doctor and shall be annual leave deductible.

(f) The nursing mother shall, in the three months following the maternity leave be entitled to one hour off duty to enable her attend to the new born baby. The hour can be taking either in the morning or in the evening i.e resuming one hour before the normal resumption time or closing one hour before the closing time.

9.5 Leave due on Termination/Resignation

An employee whose services are terminated or who resigns his appointment may or may not be eligible for leave at the time he leaves the company’s services. If he is due for leave, then he will be given the notice of termination of employment and required to take his leave during the period of notice. In calculating the leave due, the employee’s anniversary will be considered.

An employee who resigns without giving any notice will not be allowed any leave as by resigning without notice, he has terminated his agreement, and therefore, is no longer entitled to the benefit accruing from his agreement.

Payment in lieu of leave days will not be entertained for active or seceding employees; all outstanding leave should be taken as required or within the notice period for seceding employees.

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9.6 COMPASSIONATE LEAVE

A compassionate leave of not more than one calendar week (or five working days) may be granted to a bereaved employee on the death of father, mother, spouse or child. The employee however has to apply for it and if granted will not be deducted from his annual leave entitlement.

9.6.1 PATERNITY LEAVE

Male Staff will be entitled to a paternity leave for a period not more than one calendar week (or five working days) on the birth of a child by spouse. It can only be granted four times in the course of his career with the company.

9.7 CASUAL LEAVE

Application for casual leave will be considered on merit, it granted, it will be deducted from the next annual leave entitlement.

9.8 EXAMINATION LEAVEStaff sitting for an examination should normally so arrange his annual leave to coincide with the period of the examination. The employee must however apply for it attaching a copy of the examination time table to his application such leave granted shall be deducted from annual leave where the course of study has not been previously approved by the head of Unit.

10. ACCIDENT PREVENTION

SAFETYThe company attaches great importance to the observance of safety regulations. It is the responsibility of all, employee to acquaint themselves with the safety regulations, and ensure their observance. They must also acquaint themselves with the fire fighting equipment and procedure at their places of work. When an accident occurs causing injury, however small, the circumstances must be reported immediately to the Unit or Department Head.

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11. MEDICAL ATTENTION

In the interest of general health, an employee will, before and during employment be required to submit himself for medical examination by the Company’s Medical Officer or to other Medical Officer appointed by the company.

Effective 1st May, 2018, the company operates a HMO (Health Management Organisation) Scheme. The HMO will be responsible for the medical cost of employees covered by the scheme

11.1 Medical Treatment as a Result of NegligenceThe company reserves the right to refuse to pay for the medical treatment of staff if the treatment is necessitated by an employee’s own fault, indiscretion or negligence.

11.2 Duty to Report When Sick or in EmergencyAn employee not being on leave of absence, who is prevented by illness from performing his duties must report the fact immediately to his supervisor and must report to the authorized hospital for treatment. An employee who fails to comply with this order will render himself liable to be treated as having been absent without leave.

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11.3 Duty to comply with Medical AdviceAn employee who has reported for treatment to an authorized Medical Officer must comply with the advice given. It an employee fails to comply with this order he will render himself liable to disciplinary action.

11.4 Medical Examination during the Course of Employment

If for any reason it is decided that an employee should be examined by authorized Medical Officer, he must present himself for examination at the place and time instructed and must afterwards comply with the recommendation of the officer.

11.5 Infectious DiseasesIf you or any member of your family is suffering from any infectious disease, you should notify the Head of your department so that such measures as may be necessary for the protection of other members of the staff may be taken. Examples of such disease are:

Tuberculosis, Smallpox, Cholera, Yellow fever, Hepatitis, Meningitis, Typhoid fever and Acquired Immune Deficiency Syndrome (AIDS).

If you are found to be suffering from any infectious disease necessitating absence from work you will in the first instance be granted sick leave on full pay for three months or a period lesser than that as may be necessary before you are fit to return to work. If at the end of the three months you are not fit to return to work, but are likely to befit within a further three months, then you remain on sick leave on half pay for this further period also. However, if your return to work within a further three months is unlikely, then you will be invalidated from the company’s service.

12 DISCIPLINE

12.1 Procedure

12.1.1 Issues of Queries

An employee whose work or conduct calls for disciplinary action must be served by his immediate Manager or Supervisor, a query, clearly stating the allegation and inviting him to respond to the allegation made against him within 48 hours from the time of receipt of the form. The allegation or infraction will be clearly and concisely set out in simple language.

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The failure of an employee to reply within 48 hours will be regarded as an admission of the allegation or infraction. Failure to take advantage of the opportunity to reply is not by itself an infraction. When an employee’s explanation has been received the issuing manager will study the explanation and if he is satisfied with it, shall so inform the employee. If he is not satisfied or if no explanation is given he must take action as laid down below.

12.1.2 Letter of AdviceA Manager who is not satisfied with an employee’s explanation but who does not consider a case serious enough to warrant a letter of warning should make his comments and forward the query to the Human Resources Manager through his Head of Department.

12.1.3 Letter of Warning

FIRST WARNING:- If an employee commits an offence not amounting to serious misconduct, he may be given a warning, Prior to the written warning, a query will have to be issued by the Employee’s Manager who also obtains a reply and discuss with the Head of Department for approval. The Human Resources Manager will confirm to the employee that a first warning has been recorded against him.

12.1.4

SECOND WARNING:- For the second infraction, the employee’s Head of Department will recommend a second written warning by completing the appropriate form and forwarding to the Human Resources Manager, who will make recommendation to the Head of Unit for final action. Upon approval of recommendation by Head of Unit, the Human Resources Manager will inform the employee in writing of the decision on the warning. After a year of good conduct, following the date of issue of a warning letter, it will be expunged from employee’s personal record and the employee advised.

12.1.5 TERMINATION OF EMPLOYMENTWhen two letters of warning remain in an employee’s personal file and a third recommendation for a letter of warning is recommended, the employee’s service shall be terminated automatically

An employee will receive notification in writing of any recommendation to terminate his service on disciplinary grounds before a final decision has been made and action taken by management. He may be suspended from duty during this period at the discretion of management.

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Normally there is no appeal against a first warning, but an employee has the right of appeal to the Head of Human Resource against a second warning, or against a recommendation to terminate his services.

12.1.6 SUSPENSION FROM DUTYAn employee against whom is pending a disciplinary procedure likely to lead to dismissal or who has been arrested and is being held in detention by the police on a criminal charge may be suspended from duty for a specified period to enable him clear his name. Suspension will normally be on full pay, suspension on no pay being confined to cases where the employee is in custody, or subject to an official charge involving loss of revenue or fraud against the company. Different consideration will apply where an employee is being tried as an agent of the Company in respect of an offence allegedly committed by the Company. In all cases where an employee is convicted of a felony, he shall be suspended from duty without pay, (if not already so suspended) from the date of conviction. In all cases of suspension, full fact shall be reported immediately to the Head, Human Resources.

When an employee is acquitted on a criminal charge he shall be allowed to resume duty, unless the company lodges another complaint against him on the same matter of sufficient gravity to warrant continuance of suspension.

When an employee who has been suspended in connection with either a company allegation or criminal charge preferred by the State is exonerated or discharged and acquitted, his full pay shall be restored. A period of suspension from duty is not leave earning.

12.2 APPEALSIf you feel that you have not been fairly treated in relation to any aspect of your employment in the company, you are entitled to appeal to the Head of Human Resources. This should be done in writing through your Department Manager

The appeal will be given the consideration, which it merits and due notice taken of fresh facts on aspects, which were not previously evident.

12.3 ABSENCEAbsence from work without permission is a breach of contract, which will be dealt with in accordance with the company’s disciplinary procedure. If, therefore, exceptional circumstances make it essential for you to ask for leave of absence, you should make formal application to the head of your department whose responsibility it is to decide whether to authorize your absence and if so on what conditions.

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If you are unable to come to work because of illness you must do your best to inform the head of your department the same day. You must also, if possible attend the clinic, hospital, dispensary, or doctor’s consulting room authorized by the company for your branch. If you are unable to do so, you must at your own expense obtain a certificate from a registered medical practitioner stating that you are unfit to report for duty and giving the probable duration of your illness.

Absence without permission includes failure to return to work at the end of your leave. If, because of exceptional transport or other difficulties, it becomes apparent to you that there is a risk of your being unable to return to work on time, you should immediately write or telephone either to your manager or to the Human Resources Manager. In either event you will be called upon to explain your absence on your return. Whether or not the disciplinary procedure is involved will be a matter for your manager to decide.

Enough has been said to indicate that absence from work without permission is looked upon very seriously and treated accordingly. Absence from work due to serious illness or accident is another matter, which is covered by special regulations set out under “Medical” in this handbook.

12.4 DISMISSAL

The Company may dismiss an employee from its service summarily, if the employee is found wanting of an act of misconduct which is inconsistent with due performance of his obligations to the Company. Such acts include stealing, fraud, corruption, falsification of documents, etc. In such cases all privileges are forfeited.

A PROCEDURE(i) Query:- The employee in question should be given a written query which must state the specific allegations against him. The query must also give the employee a reasonable opportunity to respond to address the allegations against him either by way of response to a query and/or appearance before a Panel, ideally not less than 24 hours should be given to him

(ii) Hearing: - After the employee has turned in his representations, he must be given an opportunity for a fair hearing on his defense. Ideally, the manager who signed the query should not be on the Panel to investigate the allegations the employee. At the hearing, the employee must be asked specific questions to debunk or confirm whatever defense is contained in his response to the query. Language such as “accused” “guilty”, “Convicted” should be avoided.

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(iii) At the end of the hearing, if the company is satisfied that the employee has committed an act of misconduct, he may be summarily dismissed.

B, The letter of dismissal must state the reason for the dismissal. This is because unlike termination, the employer may only be dismissed on the ground of misconduct.

13.1 TRANSFER

Transfer / Disturbance Allowance

If you are transferred permanently from one Business location to another by the management, you will be paid a transfer allowance in accordance with your grade to cover incidental expenses consequent upon the move.

If public transport is involved, you will be entitled to take with you your baggage to the extent stipulated on your ticket. If this seems inadequate, you should transfer the matter to your manager whose decision will be final.

If you are married, the company will also arrange transport, or provide transport fare up to one wife and four children.

If you are being transferred at your own request, and special arrangement have been made to your wishes, you will have to meet all transport cost yourself, and you will not be entitled to draw transfer allowance

Your place of engagement will automatically be altered and will be shown as the place to which you have been transferred.

13.2 TEMPORARY TRANSFER.(i) Fare: When an employee is directed to make a temporary, transfer by the

company, the cost of the transfer to the employee alone will be borne by the company; tickets will be purchased by the company whenever possible.

(ii) Class of travel: The class of travel for staff on temporary transfer will be the same as laid down on appendix (1)

(iii) Transfer to associated CompaniesOnly in exceptional circumstances will members of staff be offered transfers to associated companies. Each member of staff is free to decide whether he wishes to accept the transfer bearing in mind the fact that the associated

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company’s terms and conditions of service may well be different in a number of respects from those, which he has hitherto enjoyed.

13.3 TRANSFER ALLOWANCES;- See Appendix 1,

14.1 ALLOWANCES

(I) Acting Allowance:Acting appointments are made to fill vacancies caused by temporary absence, to assess suitability for promotion or occasionally to the extra responsibility of a specialized job if limited duration.

An acting allowance can be made for any period up to six months. At the end of the acting period of a month or more provided that the duties of the post are satisfactorily carried out and, in those occupations.

14.2 (II) OUT – OF –STATION ALLOWANCE.

An employee who is assigned a duty outside his station and has to spend at least one night outside their normal place of work is eligible for out of station allowance at the rates shown in the appendix (I).

When an employee who is assigned a duty outside his work station is booked in a hotel by the company, the company will pay the cost of the hotel bill and the employee will not be eligible for payment in lieu of hotel accommodation.

14.3 HOUSING ALLOWANCEIt is not the policy of the company to provide housing or housing facilities for an employee. The company pays a housing allowance, which is negotiated by the National Trade Union (See appendix 1)

14.4 TRANSPORT ALLOWANCEA general transport allowance is granted to all employees up to supervisory grade as per appendix (1).

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14.5 UNIFORM WASHING ALLOWANCE

Uniforms are issued to employees, of whose work:

(a) Requires them to deal with or come in contact with the public or(b) Exposes their clothing to conditions of work, which cause more rapid

deterioration than is reasonable.These employees include drivers, technicians and any other category deemed fit by the company.

The company takes responsibility for the washing of uniforms, to ensure that a high standard of dressing is maintained.

However, if an employee through negligence loses his uniform or it deteriorates more rapidly than is reasonable, such employee may be considered to be guilty of an offence, and the Company’s Disciplinary Procedure may be applied. When uniforms are provided they must be worn at work.

15.1 MEDICAL SUBSIDYThe company does not provide medical treatment for the members of employee’s family, instead a medical allowance to subsidies medical expenses is granted. The rate applicable is paid once a year. See appendix (1)

16 CESSATION OF EMPLOYMENT

16.1 TerminationEither the company or the employee (through resignation) may opt to terminate the employment provided one month’s notice in writing or alternatively by payment of one month’s salary in lieu of notice by either side.

On termination of employment, an employee will be entitled to the following:-

- Salary up to the date of termination subject to above explanation

- All outstanding leave should be taken within the notice period plus leave allowance

- Service gratuity (if qualified)

- Pension subject to the provisions of the Pension Reform Act, 2014 or the

Regulations of the National Pension Reform Commission.

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16.2 RE – ENGAGEMENT

Former employee of the company, who resigned in good standing to accept employment elsewhere or for other reasons, or an employee sent on redundancy may be re-engaged if they meet requirements of the company policy on re-hire.

16.3 RETIREMENT

Employees who attain the age of fifty (50) years, regardless of their years in service are qualified to be placed on retirement with pension in compliance with the Pension Reform Act, 2014. In this case, the company will endeavour to advise employees one month before the date of retirement

Unless otherwise specifically agreed, employment shall terminate on the employee reaching the age of 60. The company will endeavour to advise employees six months before the date of retirement, provided 20 years qualifying service has been completed. Otherwise, the notice period of one month in line with their employment contract shall apply. If you are about to retire, or to be retired, it will be pleased to help and advise you in any way it can.

16.4 REDUNDANCYThe company makes every effort to absorb employees surplus to the requirements of one department in an alternative section of the business. No employee’s post is declared redundant until a full investigation has been made by the Human Resource Manager and the accredited representative of the Union informed of the circumstance.

When Management is compelled to reduce staff, the following factors are taken into consideration when deciding who must go. Efficiency, length of service, diligence, loyalty and health. As long a notice, as possible is given to any employee whom it is intended to declare redundant. Redundancy benefit is paid to those affected as shown in appendix (11)

16.5 REPATRIATIONThe company policy in this respect is to repatriate to the place of engagement any time an employee is placed on retirement by the company, provided that it is claimed within one month of date of retirement. The company will repatriate to the place of engagement the employee, his wife, four children and a reasonable amount of baggage.

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16.6 REPATRIATION OF DECEASED EMPLOYEE’S FAMILYA similar policy is followed in relation to the immediate family of a deceased employee who was a member of the permanent staff, but in this case widow may decide whether to return to her own or her late husband’s home town.

16.7 CERTIFICATE OF EMPLOYMENT.When an employee leaves the company’s service he will be given a certificate of employment on a standard form.

17 LOCAL RULES AND RELATED MATTERSIn addition to the overall rules, regulations, and conditions of employment found in this handbook, particular rules, regulations, or conditions of employment appropriate to individual departments, branches or sections of the company’s business are in force and may be altered at any time. You will be told of the local rules, regulations and conditions in force at the time of your joining the company, or on your being transferred from department, branch or undertaking to another.

Any changes subsequently instituted by management will only be made after having regard to any agreement, which may exist with the union, and to the importance of keeping the joint consultative committee and accredited representatives of the union informed before such changes are made.

Thereafter any change is announced through company notice boards. Once this has been done all members of staff deemed to have been informed and ignorance of notices will not be accepted as an excuse.

(i) Relationships with trade unionThe company’s policy is to work as closely as circumstance permit with the accredited representative of a trade Union recognized by management as representing the interest, and enjoying the support of the great majority of its employees. Accordingly, membership of such a trade union is encouraged.

(ii) Service AwardsAs a token of the company’s appreciation and esteem, the company presents to any employee who has served loyally and continuously, a service award as indicated in appendix (II)

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(ii) Change of Name or AddressIf you change your name or address, you should inform the Human Resource Manager, in writing through the head of your department. If, as a female member of staff, the change arises from your marriage, you should also advise whether you wish a change to be made in the recorded name and address of your next-of –kin.

(iv) Security AccountsThe company may require an employee entrusted with responsibility for money, goods or property of the company to establish a security account by depositing with the company an amount fixed by the company either by payment of a lump sum or by monthly payments.

Where any deficiency, loss, or damage arises in respect of money, goods or property for which the employee is responsible, the company may apply the balance of such deficiency, loss or damage. Interest at the rate of 4% of the nearest N of credit, and based on credit balances as at the first of January each year, will be credited by the company to security accounts and will be given a statement showing the amount at credit including any interest credited.

(v) Employee Compensation Act

If you sustain an accident at work and temporarily unable to carry out your normal duties, you are entitled to sick leave under the same terms and conditions that apply when you are unable to carry out duties because of illness.

If you are still unfit to work on the expiry of your sick leave entitlement, your case will be reviewed in the light of your Employee Compensation Act, and you will be paid such periodical payments or compensation as the Act prescribes.

(vi) Joint Consultative CommitteeA Joint Consultative Committee is established at the headquarters composing of management and staff representatives. The objective of the committee is to obtain a free exchange of comments and information on all aspects of the company’s business other than those which are the prerogative of the union, with a view to improving understanding, working methods, and overall efficiency.

(vii) Application of Conditions of Service to Women.

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Notwithstanding that throughout the conditions of service the masculine gender is used, the provisions thereof apply to employees of the female sex except that.

The child of a woman employee shall be deemed not to be entirely dependent on her unless the father of the child is dead or she is divorced from the father and has been awarded legal custody of the child.

(viii) The Right of SearchThe company may at any time ask its employee to submit to being searched whilst on or about to leave the company’s premises, and the employee on such request must comply provided that a female shall not search except a female.

(ix) Alcoholic LiquorYou must not bring into or consume alcoholic liquor in the company premises

(x) Gambling, Betting, etc.Gambling, betting, touting and the sales of goods are prohibited on the company premises or property. The taking of collections, sale of tickets, distribution of literature and the posting of notices on the company’s premises or property is also prohibited without the consent of the management.

(xi) SmokingIn certain areas of the company’s premises smoking is either dangerous, or unhygienic, and in the interest of all concerned smoking is prohibited in all the company’s premises.

(xii) Personal PropertyThe company takes every reasonable precaution to safeguard personal property necessarily brought into the company’s premises, but cannot accept any liability for the loss or damages to any personal property of employees.

(xiii) Public Holiday

Public Holiday are those days set out in the Public Holiday Ordinance and in the Federal and State Gazettes to be observed as public holidays. A public holiday in one state may not necessarily be a public holiday in another state.

(xiv) Public ArticlesYou may not submit to the press, articles dealing with the company’s interest or activities or the company’s condition of service, without first receiving the approval of your Had of Human Resource

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(xv) Sports And Social Activities

Management will give every possible and reasonable support to members of the staff taking part in sports and social activities, and in particular to the formation of representatives’ teams.

Staff selected as members of representative sport teams, other than company teams, may be granted leave of absence to participate up to a maximum of seven days per annum with pay. Any leave granted beyond that period will be unpaid leave.

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APPENDIX “ I “

ALLOWANCES

Grants and allowances

(1) OVERTIMEPayment for authorize overtime will be made at the following rate:

Weekdays - time and one quarterSaturday / Sunday - time and one HalfPublic Holiday - double time (see Note)

Hourly Rate:

Hourly rates are calculated in accordance with the following formulae, which show rate payable for hours worked outside the normal working hours of the Department depending upon the day on which overtime is worked.

For employees on a monthly salary

Monthly salary * 25 %195

NOTE: in view of the fact that time worked on public holiday inevitably prevents the free enjoyment of that holiday a minimum of hours overtime will be paid in all cases. The basic tare is calculated by dividing the monthly salary by 195, or the daily rate by 8 as the case may be. As all employees whether required to work or not, on a public holiday, are paid salary or wages for that day in the normal way, it follows that any hours worked on that day during the normal working hours of the department will only be paid for at basic rates subject to minimum of hours. This extra payment along with the hours worked on that day. Payment for hours worked on a public holiday outside the normal working hours of the department will be made in accordance with the formulae given above.

(2) LEAVE ALLOWANCE

(a) Junior Staff: 10% of Annual Basic Salary(b) Senior Staff: 12% of Annual Basic Salary

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(3) LEAVE DURATION(a) Supervisor / Equivalent Grade: 25 working days(b) Junior Staff 15, 18, 20 & 23 working day(C) Senior staff 25 working days

(4) OUT – OF – STATION ALLOWANCE

Where an employee makes his own arrangement for accommodation and lodging, the following allowance shall apply to the Staff:

(a) Accommodation:

Snr. Staff: As advised by office of Head, Human Resources Junior Staff: As agreed with Trade Group

(b) Transportation To & Fro will be borne by the company for Senior & Junior Staff

(5) PERMANENT TRANSFER ALLOWANCE:(a) Disturbance Allowance:

Junior Staff – As agreed with Trade Group Senior Staff – 1 month Basic Salary

(b) Resettlement Cash Grant (Junior Staff only) – As agreed with TradeGroup

(6) TRANSPORT ALLOWANCE:

Junior Staff : As agreed with Trade Group

Senior Staff : As advised by office of Head, Human Resources As advised by office of Head, Human Resources

(7) HOUSING ALLOWANCEJunior Staff - As agreed with Trade Group

Senior Staff: As advised by office of Head, Human Resources

(8) DEATH / BURIAL ASSISTANCE

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The burial assistance to the family of the deceased shall be:

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Junior Staff - As agreed with Trade Group

Senior Staff: As advised by office of Head, Human Resources

There will continue to be an official delegation to the burial and a vehicle for the corpse.

(9) MEDICAL ALLOWANCE:

Junior Staff - As agreed with Trade Group

Senior Staff: As advised by office of Head, Human Resources

(10) CAR/MOTOR CYCLE GRANT

Junior Staff (Motor Cycle Grant) - As advised by office of Head, Human Resources

Senior Staff (Car Grant): As advised by office of Head, Human Resources

(11) HOUSING LOAN SCHEMEJunior Staff -

Suspended Senior Staff

- Suspended

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APPENDIX “II “

AWARDS - BENEFITS

(1) REDUNDANCY BENEFITS

Junior Staff - As agreed with Trade

Group Senior Staff: NA

(2) SERVICE AWARDS

LONG SERVICE AWARDS

10 years Award Plaque + 10% of annual basic salary.

15 years Award Plaque + 15% of annual basic salary + 24” LCD TV or an equivalent gift voucher redeemable at designated shops

20 years Award Plaque + 20% of annual basic salary + 32” LCD TV or an equivalent gift voucher redeemable at designated shops

GOOD SERVICE AWARDS

25 years Award Plaque + 25% of annual basic salary + fridge-freezer or an equivalent gift voucher redeemable at designated shops

30 years Award Plaque + 30% of annual basic salary + deep freezer or an equivalent gift voucher redeemable at designated shops

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APPENDIX “III “ CODE OF BUSINESS CONDUCTOUR CORE VALUES

Customer Focus

We realize that the customer is the reason we exist. Therefore, we will focus all our efforts in satisfying the customer at all times. We will seek to understand what the customer wants and do it better than our competitors so as to remain a leader in business. Our philosophy is total customer service.

Respect for the Individual

We are committed to enhancing each other’s dignity and position, respecting each other in the way we relate and work. We will not look down on our subordinates or disregard our leaders. Everyone is important in UACN.

Integrity

We are responsible citizens committed to integrity and high moral values. We will be proud to be uncompromising in our approach to business ethics and decision- making. Our people are to be role models wherever they may be.

- Where do you stand?- What are those things you do when no one is watching?

Team Spirit

We need one another to be able to achieve our vision and goals, and we can only win if we co-operate and achieve together.

Innovation

We are committed to continuous improvement, constantly challenging the status quo and seeking ways to bridge knowledge gaps. We will put a high premium on quality and creativity in whatever we do. We will strive to meet market needs first and best.

Openness and Communication

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We will create an environment of warmth, co-operation and openness. We will tell it as it is always. The key to our success is to relate with one another upwards, downwards and laterally.

SCOPE

UACN Code of Business Conduct (Code) sets out the rules and principles that guide employees when acting for and on behalf of, UACN and its subsidiary Companies. The term “UACN” and “The Company” as used in this code covers UAC of Nigeria PLC and its subsidiary companies.“Employees” are all those employed by or in the Company, regardless of the type of contract (temporary or permanent).

The contents of this Code must be brought to the attention of customers, suppliers, agents, contractors, consultants and service providers who plan to or do business with the Company.

Every employee will receive a copy of this Code and the periodic updates. Employees are required to abide by the Code at all times.

STANDARD OF CONDUCT

We are a company of integrity and high ethical standards. Our reputation for honest, open and dependable business conduct, built over the years is an asset just as our people and brands.

We conduct our operations with respect for human rights and the interest of our employees and all our stakeholders.

EMPLOYEES

The UACN working environment is diverse; there is respect for the individual and everyone feels responsible for the performance and reputation of our company.

We recruit employees on the sole basis of qualifications and abilities needed for the work to be done. We provide equal opportunity to employees based on merit and do not permit discrimination.

We are committed to providing healthy and safe working conditions for all employees.

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We provide clearly communicated performance goals and performance standards, and the training, information and authority needed to do a good job.

We recognize, reward and promote employees based on

performance. We will not use any form of forced, compulsory or

child labour.

We will develop and enhance each individual’s skills and capabilities.

We will maintain good communication with employees and promote regular fora for interaction and timely dissemination of company information and consultation procedures.

We will respect the human rights, dignity and privacy of the individual and the right of employees to freedom from discrimination, freedom of association, freedom of expression and fair hearing.

We will treat individuals fairly and justly according to their abilities to meet the requirements and standards of their job. We will do so without regard to race, religion, colour, ethnic or national origin, disability, gender, age or marital status.

We will not tolerate employees being subjected to physical, sexual, racial, psychological, verbal or any other form of harassment or abuse.

SHAREHOLDERS

UACN will conduct its operations in accordance with standard practice and rules of good corporate governance.

We aim to provide sustained profitable growth and superior value to our shareholders.

We will provide timely, regular, reliable, accurate and clear information on our activities, structures, financial situations and performances to all stakeholders.

CUSTOMERS

UACN is committed to providing branded products and services which consistently offer value in terms of price, availability, accessibility, service, functionality, quality and are safe for their intended use. Our products and services will be accurately labelled, advertised and communicated.

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The company values its partnership with customers and consumers; we will treat them in the same manner we expect to be treated.

We will not mislead our customers nor offer, promise or provide anything to them in exchange for any inappropriate advantage to the company. Our products should be presented to our customers and consumers in an honest and forthright manner.

BUSINESS PARTNERS

We are committed to establishing mutually beneficial relationships with our business partners.

We expect our partners to adhere to principles consistent with our own.

SOCIETY & COMMUNITY

We strive to be a good corporate citizen by fulfilling our responsibilities to the societies and communities in which we operate.

CONFIDENTIALITY

All employees ARE NOT to disclose confidential information about the company to persons that are not authorized to have such information or may use the information for personal gain or otherwise misuse the information.

Employees are obliged to protect the Company’s confidential information at all times even after employment ends.

If your spouse/child/ward/parent(s)/sibling(s) works for a customer, supplier, contractor, service provider or competitor, you must disclose this information to the company through your Line Manager.

PRIVACY

The Company respects the privacy of all employees, business partners and consumers. We shall handle personal data responsibly and in compliance with all applicable privacy laws and company policies. Employees who handle the personal data of others must:

Act in accordance with applicable laws; Act in accordance with any relevant contractual obligations;

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Collect, use and process such information only for legitimate business purposes;

Limit access to the information to those who have a legitimate business purpose for seeing the information; and

Take care to prevent unauthorized disclosure.

OBEYING THE LAW

UACN as a good corporate citizen will carry out its operations and transact business within the laws and regulations of its operating environment.

Our employees will be required to comply with the laws and regulations of the areas where we operate in and outside Nigeria. Wherever relevant laws and regulations are more restrictive than the provisions of this Code, those laws and regulations shall prevail over the provisions in this Code.

Employees will abide by and apply all Company policies, procedures and standards in so far as these do not conflict with the laws of the country.

CONFLICT OF INTEREST

All employees are expected to act loyally and faithfully to the Company making business decisions in the best interest of the company. Employees are expected to avoid personal activities and financial interests or dealings that could conflict with their responsibilities to the company or deprive the company of legitimate information for personal gain.

All employees, their spouses, fathers, mothers, siblings and children/wards shall not do business with UACN as a Service Provider (Supplier, Contractor, Consultant, Professional Adviser etc.). An employee’s spouse, father, mother, siblings and children/wards can be a distributor of the company’s products with full disclosure by the employee to the company through his/her Line Manager.

Employees who find themselves in the above situations are expected to fill and sign a Disclosure Form which will be endorsed by their line manager and the Managing Director.

Outside employment and affiliations can result in conflict of interest. For example, serving as an officer or director, or acquiring or maintaining an ownership interest in a customer,

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supplier or competitor of UACN or its subsidiary companies. In other cases where there is no conflict of interest in line with extant company policy, employees can only serve as a Non-Executive Director, Trustee, Adviser or Consultant to any other company with the prior-written approval of the Group Managing Director/Chief Executive Officer through their Managing Director as the case may be.

Employees are expected to avoid engaging in any activity which is, or could be construed as, detrimental to the company. UACN employees must not seek gains for themselves or others through the use of their positions. This may occur through the deliberate use of UACN’s property or information for the benefit of family or friends.

BUSINESS INTEGRITYBriberyUACN will not give or receive, whether directly or indirectly, bribes or other improper advantages for business or financial gain. No employee may offer, give or receive any gift or payment which is, or may be construed as being, a bribe. Any demand for, or offer of, a bribe must be rejected immediately and reported to management.

FraudEmployees will not make use of any property, asset or resources belonging to the Company for any purpose (including personal use or gain) other than for their intended business purposes or as directed by their Managing Director.

Employees shall not for personal interest or gain (whether acting alone or in connivance with a third party) intentionally misstate or misrepresent facts/figures in an invoice, bill or other document by reason of which the company will suffer a loss as a result of overpayment or short supply of goods or services or alteration in quality specification.

CorruptionAn act of corruption occurs when one intentionally offers, promises or gives any undue money, products or services to a public (government) official to make the official act or refrain from acting in relation to the performance of official duties in order to obtain or retain business or other improper advantage in the conduct of business. Employees shall not engage in acts of corruption for or on behalf of the Company and are expected to report any attempt by a Government official to extort money from the company.

INSIDER TRADING

Trading in company securities on the basis of ‘inside information’, often known as

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‘insider trading’ is a criminal offence in Nigeria and many other Countries.

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Information about any listed company which is not generally available to the public and which could affect the market price of the securities of the company is inside information. Anything to which a reasonable investor would attach importance in deciding whether to buy, sell or retain such securities, is also inside information, if it is not publicly known. It is the employee’s responsibility to ensure that he does not breach insider trading rules.

Employees are precluded from trading (i.e. buying or selling) in the company’s securities during the close period as defined by the company or law and regulation from time to time.

You must not buy or sell UACN securities (shares) if you are in possession of inside information or confidential information about the company. Nor should you request another person to do same on your behalf or advise others to do same on the basis of such information. This prohibition applies even after leaving the services of UACN.

Employees shall not speak to or answer the question of any investor, analyst or the press on a year or quarter end results of the company during a close period as defined by law or regulation of the country or under the company’s policy from time to time.

You should contact the Company Secretary/Legal Adviser for guidance before trading in UACN securities.

INTELLECTUAL PROPERTY

The company’s trademarks, copyrights, patents, trade secrets, domain names, and related rights are protected by Intellectual Property laws, to assure our consumers/customers that UACN products they buy are genuine.

Trademark and related laws protect our brands. Copyrights protect our communications, unique advertising messages and designs. Our trade secrets, such as formulations, recipes, processes, price lists and customer lists, enable us to offer consumers unique products and provide a competitive advantage in the market. Our patents protect our inventions such as our unique technologies and production methods.

Infringing products are products that lead consumers to mistakenly confuse them with, or falsely link them to, UACN products. These can range from similarly named and/or designed products, to unrelated products using similar names, logos, packaging shapes, trade dress, colours or designs.

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Employees should promptly report any suspected counterfeit, adulterated, fake or product infringements so that we can take action and limit any potential negative impact on the company. We are all duty bound to respect the intellectual property of the company, by not divulging them or trading them off to competition or unauthorized individuals and organisations. We are also expected to respect the intellectual property of other organisations.

DATA MANAGEMENT & SECURITY

We will take reasonable steps to prevent unauthorized access to information we are responsible for or entrusted with, by keeping our user IDs secure, creating strong passwords and using systems responsibly. We will also protect the company’s information assets from accidental or unauthorized disclosure.

We will take particular care when people join, move or leave the company that their information access requirements are correctly provided, changed or removed.

The company has the right to inspect all materials stored on its computer systems.

We are required by laws, regulations and business purposes to keep certain types of information for specific periods of time and these requirements are set out in our retention schedules which we must follow.

Employees shall familiarize themselves and comply with the company’s datasecurity and information technology policies in force or issued and notified from time to time.

EXTERNAL COMMUNICATIONS

In today’s interconnected world, it is crucial that stakeholder communications are managed according to processes and rules which are well understood across the company. By ‘stakeholders’ we mean shareholders, investors, employees, media, communities, governments, business partners, customers and consumers.

Employees will not make public or press statement(s), write or address the press where the subject matter is concerned with the company or any of its business unit without prior clearance with the head of his business unit or the GMD/CEO in the case of a Head of Business Unit or Corporate Centre Unit respectively.

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Employees will not make political or policy pronouncements in their official capacity where the same can be construed as the company’s position or opinion.

Communication to stakeholders will be by authorized personnel of the company in line with the existing policy on granting interviews and communicating to stakeholders.

Employees will not give any letter of recommendation or reference on behalf of the company to a Service Provider (Supplier, Contractor, Customer, Consultant, Professional Adviser etc.) without approval from the Head of Business Unit. For personal references, employees should ensure they conduct a rigorous and satisfactory background checks before giving any letter of recommendation or reference to any person. Under no circumstance should an employee give any such recommendation or reference on the Company’s letter head paper.

COMPANY ASSETSEmployees will not make use of any property, asset or resources belonging to the Company for any purpose (including personal use or gain) other than for their intended business purposes or as approved.

Employees will not destroy or dispose of any Company assets, property, resources, accounts, records, or any other documentation without approval.

Employees will not travel with any companion at Company’s expense without prior approval.

Employees will take appropriate precautions to prevent theft, damage or misuse of Company’s resources.

BUSINESS GIFTS

Employees will not accept business gifts that could be perceived to jeopardize the integrity of their business decisions or that are in violation of the rules set by the company.

Employees will not accept business gifts where it is suspected that the giver expects a favour in return or that such gifts may influence the objective performance of the job.

Employees will not give or accept business gifts that go beyond normal business practice or are out of season.

If an employee is not certain whether it is legal or contractually permitted to offer, donate or receive a business gift of any kind, the employee should not offer, donate or

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receive it

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without consulting his Line Manager, Head of Department or Head, Human Resources, UACN.

Seasonal gifts of company products and company branded materials of reasonable value may be offered or received.

HEALTH, SAFETY & ENVIRONMENT

UACN is a socially responsible organization that is committed to ensuring that it provides a safe and healthy environment for its employees and every lawful visitor to its premises.

We will conduct our operations in compliance with applicable health, safety and environmental laws and regulations, company standards, procedures, practices and policies in the workplace. We will in carrying out our operations ensure that we do not cause any harm to the environment in which we operate.

Each of us should be aware of applicable safety and health policies, programmesand regulations and ensure that we avail ourselves of appropriate training for our role in order to conduct our activities in a safe, healthy and responsible manner.

COMPETITION

We support free enterprise and seek to compete fairly, ethically and within the framework of applicable competition laws.

We will not unfairly undermine the products of a competitor and any comparisons we may draw between our products and those of competitors will, to the best of our knowledge, be accurate and factual.

We will not engage in any illegal or illicit activity to obtain competitive information which may include theft, trespassing, bribery or invasion of privacy. We will not accept, disclose or use competitive information that we know or have reason to believe was disclosed to us in breach of confidentiality agreement between a third party and one of our competitors.

MONEY LAUNDERING

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Money laundering is the criminal practice of filtering money which has come from illegal activities through a series of transactions in order to ‘clean’ it and give it the appearance of being from legitimate sources.

We all need to be vigilant of circumstances that may indicate improper transactions or what are referred to as ‘red flags’. These would include occasions when a customer is unwilling to provide personal or business background information, wishes to receive or disburse funds into or from multiple accounts, wishes to pay with large amounts of cash or appears unconcerned with price, commissions or other transaction costs.

Payments from customers must be drawn on bank accounts titled in the name of the invoiced customer. Similarly, payments due to a vendor, supplier, service provider or other third party must be made in the 3rd party’s name or to a bank account titled in the name of the contracted vendor, supplier, service provider or other third party. Any exceptions to these policies must be pre-approved by the Head of the Business Unit. We will work with the company trade terms and accounting manuals.

POLITICAL ACTIVITIES

UACN and its subsidiary companies will act in a socially responsible manner within the laws of the countries and states in which they operate in pursuit of its legitimate commercial objectives.

UACN and its subsidiary companies will co-operate with governments and other organisations, both directly and through bodies such as trade groups, in the development of proposed legislations and other regulations which may affect their legitimate business interests.

UACN neither supports political parties nor contributes to the funds of groups whose activities are calculated to promote party interests.

GOVERNANCE & COMPLIANCE

The changes in our corporate governance are designed to strengthen the Board of Directors’ oversight of management and to serve the long-term interest of shareholders, employees and other stakeholders.

The UACN Board is responsible for ensuring that this Code is communicated to, understood and observed by, all employees. Day-to-day responsibility is delegated to the senior management of the subsidiary companies. They are responsible for implementing

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these principles, if necessary, through more detailed guidance tailored to meet their local needs and circumstances.

Compliance with these principles and the responsibility for being familiar with them rests with each employee. Assurance of compliance is given and monitored each year. Any breach of this code by an employee will be treated in line with the company disciplinary procedure and sanction grid. Every employee on an annual basis will be required to attest to this code by signing a statement of acknowledgement and compliance.

This code will be brought to the attention of any person with whom the company has a business relationship as a supplier, contractor, agent, service provider or consultant and for compliance with its provisions. A breach of this code should be a ground for terminating any such business relationship. All Service Providers on an annual basis will be required to attest to this code by signing an undertaking to abide by the code.

Breaches or suspected breaches of this Code should be reported to the Company through your Line Manager, Head of Department, Managing Director, Head of Human Resources UACN, or via email to ethicsline@uacnplc.com or the Whistle Blowing Lines 07030000026, 07030000027, 08088228888, 07080601222 orkpmgethicsline@ng.kpmg.com.

The Company will not discipline any employee for any loss of business resulting from adherence to this Code and other mandatory policies and instructions.

The Company Secretary/Legal Adviser shall on a quarterly basis report breaches of the code to the Board of UACN.

HOLD IT! TIME TO REFLECT

This Code, our policies, practices and procedures are by no means exhaustive. As such, it is expected that there are times you will be faced with situations not covered in these documents.

It is expected that when you are faced with a situation or issue not directly provided for in this Code, do ask yourself the following questions in making the right decision in the circumstance.

Is it legal? Is it consistent with our Code, Core Values and Culture? Is it ethically right?

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If you are still not sure – then contact the Head, Human Resources, UACN at ethicsline@uacnplc.com or 07043050022.