01 // Policy Statement & Commitment
1.1 Zero-Tolerance Principle
JAMAZAVI LIMITED ("the Company," "JAMAZAVI," "we," "us," or "our") is committed to the highest standards of ethical conduct, integrity, and compliance with all applicable anti-bribery and anti-corruption laws.
We maintain a ZERO-TOLERANCE policy toward bribery, corruption, facilitation payments, kickbacks, and any form of improper inducement, whether committed by our employees, directors, officers, agents, contractors, consultants, partners, or any other person acting on our behalf (collectively, "Associated Persons").
1.2 Scope and Application
This Policy applies strictly to:
- • All directors, officers, employees, and workers of JAMAZAVI LIMITED, regardless of position, seniority, or location;
- • All subsidiaries, Affiliates, and controlled entities within the JAMAZAVI group;
- • All third parties acting on behalf of or representing JAMAZAVI, including agents, brokers, mandates, consultants, contractors, logistics providers, and joint venture partners;
- • All business activities, transactions, and relationships conducted by JAMAZAVI, including buyer-sourcing, mandate representation, logistics coordination, and advisory services in the petroleum and energy sector.
1.3 Governing Laws and Standards
This Policy is systematically designed to ensure full compliance with the following frameworks:
[A] Nigerian Law
- • Economic and Financial Crimes Commission Act, 2004 (as amended)
- • Corrupt Practices and Other Related Offences Act, 2000 (ICPC Act)
- • Money Laundering (Prevention and Prohibition) Act, 2022
- • Petroleum Act and associated regulations
- • Criminal Code Act and Penal Code
[B] International Law
- • UK Bribery Act 2010 (sections 1, 2, 6, and 7)
- • U.S. Foreign Corrupt Practices Act (FCPA)
- • OECD Convention on Combating Bribery
- • African Union Convention Against Corruption (2003)
- • UN Convention Against Corruption (UNCAC, 2003)
[C] Industry Standards
- • Nigerian Extractive Industries Transparency Initiative (NEITI)
- • IPIECA anti-corruption guidelines
- • TRACE International standards
- • Transparency International Business Principles
1.4 Board Commitment
The Board of Directors of JAMAZAVI LIMITED has approved this Policy and is fully committed to its implementation. The Board shall:
- • Provide adequate resources for anti-bribery and anti-corruption compliance;
- • Receive regular reports on compliance activities, investigations, and material risks;
- • Lead by example in ethical conduct and refuse all forms of bribery;
- • Hold management accountable for effective implementation.
02 // Core Policy Definitions
Means any financial or other advantage offered, promised, given, accepted, or solicited (directly or indirectly) to induce or reward the improper performance of a relevant function or activity, or to secure an improper business advantage. A bribe may take any form, including cash, gifts, hospitality, entertainment, travel, employment, donations, sponsorships, political contributions, charitable contributions, loans, favors, sexual favors, use of assets, or anything else of value.
Means the abuse of entrusted power for private gain, including bribery, embezzlement, fraud, extortion, nepotism, cronyism, collusion, and trading in influence.
Means a small, unofficial payment made to a public official to secure or expedite a routine, non-discretionary governmental action to which the payer is legally entitled. JAMAZAVI prohibits ALL facilitation payments, regardless of local custom or practice.
Means any person holding a legislative, administrative, or judicial office in a foreign country (whether elected or appointed), any person exercising a public function for a foreign country or public agency, and any official or agent of a public international organization (e.g., UN, World Bank, African Development Bank).
Means any employee, director, officer, agent, consultant, contractor, joint venture partner, or other third party acting on behalf of or representing JAMAZAVI.
Means an individual who is or has been entrusted with a prominent public function, including heads of state, heads of government, ministers, senior politicians, senior government officials, judicial or military officials, senior executives of state-owned enterprises, and their immediate family members and close associates.
Means any individual, company, or entity that is not an employee of JAMAZAVI but acts on our behalf or in connection with our business, including agents, brokers, mandates, consultants, introducers, subcontractors, logistics providers, and joint venture partners.
Means any item, service, entertainment, meal, travel, accommodation, or other benefit provided to or received from any person in connection with JAMAZAVI's business activities.
03 // Prohibited Conduct
3.1 Bribery of Public Officials (Domestic and Foreign)
It is strictly prohibited to offer, promise, give, authorize, or solicit any bribe to:
- • Any Nigerian public official (federal, state, or local government);
- • Any foreign public official;
- • Any official or agent of a public international organization;
- • Any candidate for public office;
- • Any political party or party official.
This prohibition applies regardless of:
- • Whether the bribe is made directly or through an intermediary;
- • Whether the public official requests or demands the bribe;
- • Whether the bribe is characterized as a "gift," "facilitation payment," "consulting fee," "commission," or any other label;
- • Local customs, practices, or competitive pressures;
- • The value of the bribe (no de minimis exception).
3.2 Bribery of Private Persons
It is strictly prohibited to offer, promise, give, authorize, or solicit any bribe to:
- • Any director, officer, or employee of a private company (including buyers, suppliers, refineries, logistics providers, or competitors);
- • Any agent or representative of a private entity;
- • Any person in a position of trust or fiduciary duty.
This includes kickbacks, secret commissions, improper rebates, or any financial advantage intended to secure an improper business advantage.
3.3 Facilitation Payments
JAMAZAVI maintains a ZERO-TOLERANCE policy toward facilitation payments, regardless of:
- • Local custom or practice;
- • The small value of the payment;
- • The routine nature of the governmental action;
- • Competitive pressure or time constraints;
- • Whether other companies in the market make such payments.
All payments to public officials must be:
- • Properly documented and recorded in JAMAZAVI's books and records;
- • Made through official channels (not in cash or to personal accounts);
- • Supported by official receipts or invoices;
- • For legitimate, legally required services only;
- • Pre-approved in accordance with this Policy.
3.4 Kickbacks and Secret Commissions
It is strictly prohibited to:
- • Pay or receive kickbacks, secret commissions, or undisclosed rebates in connection with any transaction;
- • Structure transactions to conceal improper payments;
- • Use inflated invoices, false documentation, or shell companies to disguise bribes;
- • Split commissions or fees with buyers, suppliers, or intermediaries in a manner not fully disclosed and documented.
3.5 Political and Charitable Contributions
All political contributions, charitable donations, and sponsorships must be:
- • Pre-approved by the Board of Directors or designated Compliance Officer;
- • Made only to legitimate, registered organizations;
- • Fully documented with receipts and purpose statements;
- • Not made to or for the benefit of any public official, political party, or candidate for office;
- • Proportionate to the legitimate business purpose and JAMAZAVI's corporate social responsibility objectives.
No contribution shall be made with the intent or understanding that it will influence any business decision, regulatory outcome, or procurement process.
3.6 Gifts and Hospitality
Gifts and hospitality may be offered or accepted ONLY if ALL of the following conditions are met:
The gift or hospitality serves a genuine business purpose (e.g., relationship building, product demonstration, site visit) and is not intended to influence a specific decision or action.
The value is modest and proportionate to the occasion. As a general guideline:
- • Individual gifts: Not exceeding USD 100 (or local currency equivalent) per occasion;
- • Business meals: Not exceeding USD 75 per person;
- • Entertainment/hospitality: Not exceeding USD 200 per person per event;
- • These thresholds may be adjusted by the Compliance Officer based on local cost-of-living indices, provided they remain modest and proportionate.
Gifts must not include cash, cash equivalents, gift cards, vouchers, loans, or securities. Gift certificates for specific, modest-value items may be permitted with pre-approval.
Gifts and hospitality to public officials are subject to heightened scrutiny. Any gift or hospitality to a public official must be:
- • Pre-approved by the Compliance Officer;
- • Recorded in the Gifts and Hospitality Register;
- • Compliant with the recipient's own organizational policies and applicable laws;
- • Not given during a tender, procurement, licensing, or regulatory decision process.
All gifts and hospitality must be:
- • Recorded in the Gifts and Hospitality Register;
- • Supported by receipts and documentation;
- • Disclosed to the Compliance Officer within five (5) business days.
Gifts and hospitality must not be given or accepted with the expectation of receiving any business advantage, favorable treatment, or improper influence.
3.7 Conflicts of Interest
All directors, officers, and employees must:
- • Disclose any actual, potential, or perceived conflict of interest promptly to the Compliance Officer;
- • Avoid situations where personal interests (financial, familial, or otherwise) could conflict with JAMAZAVI's interests;
- • Refuse to participate in decisions where a conflict exists;
- • Not use JAMAZAVI's position, information, or assets for personal gain.
Conflicts of interest include but are not limited to:
- • Personal financial interest in a buyer, supplier, or competitor;
- • Family relationships with public officials, buyers, or suppliers;
- • Outside employment or consulting arrangements that could conflict with JAMAZAVI's interests;
- • Acceptance of gifts, hospitality, or benefits from buyers or suppliers that could influence judgment.
04 // Third-Party Management
4.1 Due Diligence
Before engaging any Third Party to act on JAMAZAVI's behalf, we shall conduct risk-based due diligence including: [cite: 71]
- Verify legal identity, registration, and beneficial ownership; [cite: 71]
- Identify ultimate beneficial owners (UBOs) and screen against sanctions lists and PEP databases; [cite: 72]
- Obtain certified copies of incorporation documents, licenses, and regulatory approvals. [cite: 73]
- Conduct media and adverse information searches; [cite: 74]
- Verify professional credentials and references; [cite: 75]
- Check litigation, regulatory enforcement, and criminal records (where legally permissible); [cite: 75]
- Review TRACE or similar anti-bribery compliance certifications. [cite: 75]
- Review audited financial statements or bank references; [cite: 76]
- Assess reasonableness of fees and commissions; [cite: 76]
- Verify banking details and payment routing; [cite: 77]
- Ensure fees are commensurate with services rendered. [cite: 77]
- Require the Third Party to sign this Policy or an equivalent anti-bribery policy; [cite: 78]
- Require contractual anti-bribery representations, warranties, and covenants; [cite: 79]
- Require the right to audit the Third Party's books and records; [cite: 80]
- Require immediate notification of any bribery allegations or investigations. [cite: 81]
4.2 Third-Party Contracts
All contracts with Third Parties must include: [cite: 81]
- Explicit anti-bribery and anti-corruption clauses; [cite: 82]
- Prohibition on facilitation payments; [cite: 82]
- Right to terminate for bribery or corruption; [cite: 82]
- Right to audit books and records; [cite: 83]
- Indemnification for losses arising from bribery; [cite: 83]
- Compliance with applicable laws (UK Bribery Act, FCPA, etc.); [cite: 84]
- Annual compliance certification requirements. [cite: 84]
4.3 Commission and Mandate Agreements
Given JAMAZAVI's commission-based business model, special attention shall be paid to: [cite: 85]
- Transparency in commission calculation and payment; [cite: 85]
- Documentation of all services rendered to justify commissions; [cite: 85]
- Prohibition on commission splitting or sharing with buyers or public officials; [cite: 86]
- Verification that commission recipients are legitimate service providers and not conduits for bribery; [cite: 87]
- Recording of all commission payments in JAMAZAVI's books and records. [cite: 88]
4.4 Monitoring and Audit
Third Parties shall be subject to: [cite: 88]
- Periodic compliance reviews and risk reassessments; [cite: 89]
- Random audits of transactions and payments; [cite: 89]
- Annual compliance certifications; [cite: 89]
- Immediate investigation if red flags or allegations arise. [cite: 90]
05 // Financial Controls and Record-Keeping [cite: 1]
5.1 Accurate Books and Records [cite: 1]
JAMAZAVI shall maintain accurate, complete, and transparent books and records that: [cite: 1]
- Reflect all transactions and payments honestly and accurately; [cite: 1]
- Contain sufficient detail to enable reconstruction of any transaction; [cite: 1]
- Are supported by valid invoices, contracts, and documentation; [cite: 1]
- Are retained for the period required by applicable law (minimum seven (7) years); [cite: 1]
- Are subject to internal and external audit. [cite: 1]
5.2 Prohibited Accounting Practices [cite: 1]
It is strictly prohibited to: [cite: 1]
- Maintain off-books accounts or secret ledgers; [cite: 1]
- Make payments through shell companies, nominee accounts, or undisclosed intermediaries; [cite: 1]
- Record bribes, facilitation payments, or improper inducements as "consulting fees," "commissions," "marketing expenses," "gifts," or any other misleading description; [cite: 1]
- Destroy, alter, or conceal records to impede investigations; [cite: 1]
- Make cash payments to public officials or Third Parties (except for minor, documented, and pre-approved petty cash expenses in strict accordance with this Policy). [cite: 1]
5.3 Payment Controls [cite: 1]
All payments shall be: [cite: 1]
- Made through official JAMAZAVI bank accounts; [cite: 1]
- Supported by valid contracts, invoices, and purchase orders; [cite: 1]
- Approved by authorized personnel in accordance with delegated authority limits; [cite: 1]
- Subject to dual authorization for payments exceeding defined thresholds; [cite: 1]
- Recorded in JAMAZAVI's accounting system with appropriate coding. [cite: 1]
5.4 Expense Reimbursement [cite: 1]
All expense reimbursements shall: [cite: 1]
- Be supported by original receipts and detailed expense reports; [cite: 1]
- Be pre-approved for travel, hospitality, and entertainment; [cite: 1]
- Be reviewed and approved by a supervisor or manager; [cite: 1]
- Not include any improper payments, bribes, or facilitation payments. [cite: 1]
06 // KYC & Due Diligence Tracks
6.1 Buyer Due Diligence
Before engaging with any buyer, JAMAZAVI shall conduct risk-based due diligence including: verification of company registration, licenses, and import permits; identification of beneficial owners and screening against sanctions and PEP lists; assessment of financial capacity and creditworthiness; review of the buyer's anti-bribery policies; screening against international sanctions lists (UN, EU, OFAC, UK HMT); and verification that the buyer is not a front company or shell entity.
6.2 Supplier/Refinery Due Diligence
Before engaging with any supplier or refinery, JAMAZAVI shall: verify legal identity, licenses, and regulatory compliance; confirm ownership structure and beneficial owners; review the supplier's anti-bribery and ESG credentials; verify product quality certifications and inspection protocols; and ensure all payments are made strictly to official corporate accounts.
6.3 Compliance Red Flags Ledger
Personnel must be alert to the following red flags and immediately report them to the Compliance Officer:
07 // Politically Exposed Persons (PEPs)
7.1 PEP Identification
JAMAZAVI shall maintain systematic procedures to identify PEPs and their associates in all business relationships, including: screening of buyers, suppliers, Third Parties, and beneficial owners against premium PEP databases (World-Check, Dow Jones Risk & Compliance, or equivalent); enhanced due diligence for any PEP relationship; board-level approval for transactions involving PEPs; and ongoing monitoring and periodic re-screening.
7.2 Enhanced Due Diligence for PEPs
For any transaction or relationship involving a PEP, personnel must: obtain senior management or Board approval before proceeding; document the legitimate business purpose and proportionality of the transaction; conduct enhanced monitoring of payments and services; ensure all payments are made to official accounts with full documentation; and report any suspicious activity to the Compliance Officer immediately.
08 // Emergency Security Protocols
8.1 Prohibition
As stated in Section 3.3, facilitation payments are strictly prohibited. However, JAMAZAVI recognizes that in rare and extreme circumstances, individuals may face duress, threats to personal safety, or extortion by public officials.
8.2 Emergency Exception & Duress Frameworks
If an Associated Person is subjected to a genuine threat to life, limb, or personal liberty, and payment is made under duress to secure immediate release from danger:
- • The safety of the individual is the paramount consideration;
- • The payment may be made only to the minimum extent necessary to secure safety;
- • The incident must be reported to the Compliance Officer within twenty-four (24) hours;
- • A full written report must submit within five (5) business days detailing the official involved, amount, circumstances, and mitigation tracks;
- • The incident shall undergo formal review by the Compliance Officer and the Board of Directors.
This exception does NOT apply to: routine customs clearance facilitation, document processing, permit issuance, competitive pressure, time constraints, or claims of standard localized market practices.
09 // Reporting & Investigations
9.1 Reporting Obligations
All Associated Persons have an absolute duty to report any actual, suspected, or attempted bribery or corruption promptly; report any red flags or unusual transactions; cooperate fully with internal and external investigations; and never obstruct, interfere with, or retaliate against reporters.
9.2 Official Secure Communication Channels
Reports may submit anonymously through the whistleblowing hotline or secure online portal. Anonymous reporters are strongly encouraged to provide sufficient detail to enable comprehensive investigation.
If internal channels are inadequate, records can route straight to external structures: Economic and Financial Crimes Commission (EFCC), Independent Corrupt Practices Commission (ICPC), or TRACE International Hotlines.
9.3 Non-Retaliation Policy
JAMAZAVI strictly prohibits retaliation against any person who reports suspected bribery or corruption in good faith; refuses to participate in corruption; cooperates with an active investigation; or provides evidence or testimony. Retaliation is a serious disciplinary offense resulting in immediate termination of employment or contract, and instant referral to law enforcement.
Any person who believes they have been retaliated against should report it immediately to the Compliance Officer or through the whistleblowing hotline.
9.4 Investigation Procedures
All reports shall be:
• Logged and acknowledged within forty-eight (48) hours;
• Investigated promptly, thoroughly, and impartially by the Compliance
Officer or external investigators (where independence is required);
• Documented with findings and recommendations;
• Reported to the Board for material allegations;
• Kept confidential to the extent consistent with effective investigation
and legal obligations.
The subject of an investigation shall be informed of the allegations (to the extent consistent with the investigation) and given an opportunity to respond.
9.5 Disciplinary Action
If an investigation confirms a violation of this Policy:
- • Employees: Disciplinary action up to and including summary dismissal, forfeiture of bonuses, and immediate referral to law enforcement;
- • Directors and Officers: Removal from position, referral to the Board for governance action, and criminal prosecution referral;
- • Third Parties: Immediate termination of contract, complete forfeiture of fees, referral to law enforcement, and pursuit of civil remedies.
- • Criminal prosecution shall be pursued where warranted.
10 // Training & Education
10.1 Mandatory Training
All Associated Persons shall receive: initial anti-bribery and anti-corruption training within thirty (30) days of commencement of engagement; comprehensive refresher training at least annually; specialized training for high-risk roles (sales, procurement, logistics, government liaison); and detailed education on this Policy, red flags, reporting paths, and real-world case studies.
10.2 Training Content
Training shall cover: legal frameworks (UK Bribery Act, FCPA, Nigerian laws); this Policy and its practical application; red flags and recognition tracks; gifts and hospitality rules; third-party due diligence; financial controls; reporting procedures; and consequences of violations.
10.3 Training Records
All training events shall be documented, including attendance records, completion certificates, training materials, dates, and assessment results. Records are retained for the duration of employment plus seven (7) years.
10.4 Board and Senior Management Training
Directors and senior management shall receive enhanced training regarding: their personal liability under anti-bribery laws; corporate liability and the "failure to prevent" offense (UK Bribery Act Section 7); governance responsibilities for anti-bribery compliance; and risk assessment and mitigation strategies.
11 // Risk Assessment Controls
11.1 Annual Risk Assessment
JAMAZAVI shall conduct an annual bribery and corruption risk assessment including geographic risk (countries of operation, transit, and counterparty locations); sector risk (petroleum trading, government procurement, logistics); transaction risk (high-value transactions, complex payment structures, use of Third Parties); relationship risk (PEP exposure, state-owned enterprise dealings, government licensing); and historical risk (past incidents, industry enforcement trends).
11.2 Controls and Mitigation
Based on the risk assessment, JAMAZAVI shall implement proportionate controls: enhanced due diligence for high-risk relationships; additional approval layers for high-value or high-risk transactions; strict restrictions on cash payments and use of intermediaries; increased monitoring and auditing of high-risk activities; and geographical restrictions where risks are unacceptable.
11.3 Monitoring and Audit
The Compliance Officer shall monitor compliance with this Policy on an ongoing basis; conduct periodic audits of books, records, and transactions; review Gifts and Hospitality Registers; assess Third Party compliance parameters; and report to the Board of Directors at least quarterly.
12 // MERGERS, ACQUISITIONS, AND JOINT VENTURES
12.1 Due Diligence
Before entering into any merger, acquisition, or joint venture, JAMAZAVI shall conduct thorough anti-bribery due diligence on the target or partner, including: review of historical transactions and payments; assessment of relationships with public officials and PEPs; verification of licenses, permits, and regulatory compliance; review of litigation, investigations, and regulatory enforcement; and assessment of internal controls and compliance culture.
12.2 Integration
Post-transaction, JAMAZAVI shall: integrate the target/partner into JAMAZAVI's compliance framework; provide immediate training on this Policy; implement JAMAZAVI's financial controls and reporting systems; and conduct a comprehensive compliance review within ninety (90) days.
13 // RECORDS AND DOCUMENT RETENTION
13.1 Retention Period
All records relating to anti-bribery compliance shall be retained for a minimum of seven (7) years from the date of creation or the conclusion of the relevant transaction, whichever is later. This includes due diligence files, Gifts and Hospitality Registers, training records, investigation files, compliance reports, contracts, and payment documentation.
13.2 Access and Inspection
Records shall be made safely available to: internal auditors and the Compliance Officer; external auditors and legal advisors; regulatory authorities and law enforcement (as required by law); and TRACE International or equivalent certification bodies for audit purposes.
14 // POLICY REVIEW AND UPDATES
14.1 Annual Review
This Policy shall undergo a formal review annually by the Compliance Officer and be presented to the Board for approval. The review shall consider changes in laws, industry best practices, internal audit findings, risk assessment updates, and feedback from personnel and Third Parties.
14.2 Ad Hoc Reviews
This Policy shall be reviewed promptly if: there is a material change in JAMAZAVI's business or risk profile; a significant enforcement action or industry development occurs; an investigation reveals systemic weaknesses; or a regulatory authority requests or recommends updates.
14.3 Communication of Changes
All changes to this Policy shall be approved by the Board; communicated to all Associated Persons within thirty (30) days; incorporated into training materials; and posted transparently on the Website.
15 // COMPLIANCE OFFICER AND GOVERNANCE
15.1 Compliance Officer Appointment
JAMAZAVI has appointed a Compliance Officer responsible for: overseeing implementation of this Policy; providing guidance and training; receiving and investigating reports; maintaining records and registers; reporting directly to the Board; and liaising with regulatory authorities and external auditors.
JAMAZAVI LIMITED
Compliance Officer: Arijegbaju Adekunle Aremu
Title: Chief Compliance Officer / Legal Counsel
Email: contact@jamazavi.com
Phone: 09068171039
Address: Orchid Road, Lekki
Reporting Line: Reports directly to the Board of Directors
15.2 Board Oversight
The Board of Directors shall receive quarterly compliance reports from the Compliance Officer; review and approve this Policy annually; assess material compliance risks and mitigation strategies; ensure adequate resources for compliance activities; and lead by example in ethical conduct.
16 // CERTIFICATION AND ACKNOWLEDGMENT
16.1 Annual Certification
All directors, officers, and employees shall sign an annual certification confirming that: they have read, understood, and agree to comply with this Policy; they have completed required training; they are not aware of any violations (or have reported any known violations); and they understand the consequences of non-compliance.
16.2 Third-Party Certification
All Third Parties shall sign a certification confirming that: they have read, understood, and agree to comply with this Policy or an equivalent anti-bribery policy; they have not and will not engage in bribery or corruption in connection with JAMAZAVI's business; they will promptly report any violations; and they consent to audits of their books and records.
17 // Corporate Contact Registry
For questions, concerns, or reports regarding this Policy, please contact:
JAMAZAVI LIMITED
Compliance Officer / Legal Department
Email: info@jamazavi-petroleum-energy.com
Phone: +234 906 817 1039
Address: Orchid Road, Lekki
Website: www.jamazavi-petroleum-energy.com
Acknowledgment & Certification Form
JAMAZAVI LIMITED • CORPORATE COMPLIANCE COMPACT REGISTER
I hereby acknowledge that I have received, read, understood, and agree to comply with the JAMAZAVI LIMITED Anti-Bribery & Anti-Corruption Policy. I understand that:
- • Bribery and corruption in any form are strictly prohibited;
- • I have a binding duty to report any suspected violations;
- • I am fully protected from retaliation for good-faith reporting;
- • Violations may result in disciplinary action, termination, and criminal prosecution;
- • This Policy applies to all my activities on behalf of JAMAZAVI, regardless of location or local custom.
I certify that, to the best of my knowledge, I am not aware of any violations of this Policy. If I become aware of any violations, I will report them immediately through the channels provided.
Signature: _____________________________________
Name: _____________________________________
Title: _____________________________________
Date: _____________________________________