Corporate Governance
We understand that our long-term sustainability and value creation will be driven by an integrated approach of our commercial objectives in alignment to our Environmental impact.
A cornerstone of sustainable growth
We consider world class Corporate Governance as a prerequisite and a cornerstone of sustainable growth. Our corporate governance system conforms to recognised standards, ensures the full exercise of the company’s shareholders’ rights, and allows for establishing effective relationships with the shareholders, investors, and other stakeholders.
At FIRST E&P our corporate governance is marked by the following goals and milestones:
- A whistle-blowing framework under the Code of Business Conduct (COBC) which encourages reporting of any illegal or unethical behavior to minimise the company’s exposure and prevents recurrence.
Please click here to view our Speak-Up/Whistleblowing policy. - Annual Conflicts of Interest disclosures by employees and Management.
- Mandatory COBC compliance certifications submitted by employees and Management annually in accordance with the COBC.
- Successfully operationalising a COBC which underscores the values of the company while promoting good conduct and investor confidence. All FIRST E&P’s employees and contractors are obliged to comply with the COBC; and
- Gifts and hospitality disclosures are made regularly by employees in accordance with the Gifts and Hospitality Policy thresholds.
Board of Directors
FIRST E&P has a Board of Directors which reflect an appropriate balance of knowledge, skills, and experience.
We believe that an effective Board is at the core of our ability to operate successfully in Nigeria and globally. As such, the Board of Directors is ultimately responsible for creating and delivering sustainable value and therefore oversees the governance framework. The Board is committed to the highest standards of corporate governance, which is critical to the integrity of the company and to maintaining shareholders’ confidence.
The Board is committed to the highest standards of corporate governance, which is critical to the integrity of the company and to maintaining shareholders’ confidence.
The Board is appointed by the shareholders to oversee management and to ensure that the long-term interests of all relevant stakeholders are preserved. Both the Board of Directors and Management team recognise that the long-term interests of shareholders are advanced by responsibly addressing the concerns of other stakeholders and interested parties including employees, business partners, contractors, host communities, regulators and the public.
Our Board is currently made up of three (3) executive and five (5) non-executive Directors. The Chairman is a Non-Executive Director and is responsible for providing overall leadership of the organisation and ensuring that we are governed in line with business principles, policies, guidelines, and standards. To ensure efficiency, effectiveness and foster best practice, the Board delegates some of its functions, duties, and responsibilities to well-structured committees.
The day-to-day management of the company is the responsibility of the Management team led by the Managing Director/ Chief Executive Officer. However, certain matters pertaining to strategy and the long-term interest of the company are reserved for the Board. The Board meets quarterly during each year and as the exigencies of business requires.
Sustainability Oriented Principles
Our corporate governance and internal controls are reinforced by sustainability-oriented policies such as:
1. Governance Principles
This is the principal framework for the governance of FIRST E&P. It sets out the framework with a view to protecting the triple bottom line. i.e., environment, people, and business. The Principles which are firmly built on sustainability stipulates the roles and responsibilities of the Board, qualifications for directorship and establishes the relevant Board Committees on:
(i) Audit, Risk and Portfolio Management
(ii) Renumeration, Establishment and General Purpose
(iii) Investment; and
(iv) Business Performance and Finance.
The Board Committees are each regulated in the discharge of their functions by Statutes which are consistent with international best practices.
2. Code of Business Conduct (COBC)
The COBC is a guide to the general principles that inform the way we work with each other and our relationships with customers, suppliers, vendors, competitors, government bodies and the public. It also provides practical advice to help employees in their day-to-day work.
3. Conflict of Interest Policy
This defines the requirement for identification, reporting and management of actual or potential conflicts of interest by individuals while working for or on behalf of FIRST E&P. This Policy ensures that conflict of interest is effectively managed to ensure compliance with local and international Anti Bribery and Corruption (ABC) legalisation. To ensure compliance, FIRST E&P’s Legal team maintains a Conflict of Interest Register which is periodically reviewed by the Board Audit, Risk and Portfolio Committee. Apart from voluntary declarations, employees are contractually obligated to make annual declarations of compliance.
4. Gifts and Hospitality Policy
Receipt and giving of gifts are risk sensitive issues and requires active management to avoid bribery and corruption risks to the company. Consequently, the Gift and Hospitality Policy sets out the rules and consideration which apply to the giving and receiving of gift by FIRST E&P employees, contractors or other business partners, to discourage conflict of interest and encourage compliance with ABC laws. The policy establishes acceptable thresholds for gift and creates pre-approval mechanisms for any gift which exceeds the acceptable thresholds. The Legal team maintains a Gift and Hospitality Register where all disclosed given/received gifts are recorded. The register is periodically reviewed by the Board’s Audit Committee.
5. Financial Authorities Standard
Our daily operations require approvals, and the Financial Authorities Standard (FAS) establishes various levels of approving authorities within the company. The FAS covers investment, credit support & treasury, contract, expenditure transaction and unbudgeted expenditure approvals. The FAS also explains the hierarchy and methodology for delegation of approval authority.
6. Contract and Procurement Policy
Establishes standards by which the Contract and Procurement (C&P) activities are conducted. It assures that all our C&P activities for the purchase of goods and services are managed in a manner that maximises business value. It also ensures that goods and services are procured competitively, economically, ethically, efficiently, and in compliance with all applicable legislative requirements, Nigerian or international. A Contract & Tender Board established by the policy reviews and provides approvals at key control points in the tender process for high and mid–value contracts, while ensuring compliance with processes, policies, and guidelines.
We remain committed to good corporate governance with a view to achieving our commercial objectives in a transparent manner and with integrity.
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