Code of Conduct and Business Ethics

Dear Colleagues,
From solid foundations in Financial Advisory with our Sister Company (Anthony Somefun Limited UK –a company regulated by the Financial Conduct Authority in the United Kingdom) , Banksome Group has developed into a truly diversified organisation, offering fully integrated services in Construction & Manufacturing, Financial Planning & Advisory, Project & Programme Management, Renewable Energy & Energy Conservation, and Real Estate & Facility Management.
Banksome’s strong commitment to the highest level of Integrity, Professionalism, Accountability, Client Satisfaction and Excellence (I-PACE) is not just the right way we believe business should be carried out but how we earn the trust and respect that is crucial to our survival and business success. Although the operations of some of the entities within the group spans across various continents with differing business conditions (e.g. United Kingdom, Africa, Middle East and Asia) the groups’ I-PACE values have universal application.
In engaging the Code of Conduct and Business Ethics, great emphasis has been placed on
transparency and due process in both the organisations business operations and relationship with all stakeholders. This document outlines a distinctive and acceptable standard of conduct in the work place. Conformed with, it will form an enviable corporate value which we will all be proud to bequeath as legacy to future stakeholders in the company
A sustainable company is an ethical company. To this end, conducting our business with high ethical standards and integrity is vital to maintain a steady growth and improving on current performances. It all begins with you; all directors, managers and employees are responsible
for understanding and complying with the Banksome Code of Conduct and Business Ethics. I am counting on your support to set a good example through your words and actions.

The success of Banksome Group depends on our reputation, performance, and how we treat others, whether they are employees, clients, suppliers, competitors, government authorities, or communities where we transact. While business practices and customs vary across cultures and geographies, Banksome Group has established a set of standards that we must meet in all continents where we do business, at all times, in order to be successful in our business. All employees of Banksome Group must adhere to the standards set out in this Code. In
addition, Banksome Group must only select contractor/subcontractors, workers, consultants, agents, suppliers and other third-party providers who act in a manner consistent with the standards contained in this Code of Conduct.
Banksome Group recognizes that other companies and their employees may sometimes observe less ethical standards than we do at Banksome Group. If you encounter or suspect such transgressions and feel that we suffer a business disadvantage as a result, report the matter promptly to the Compliance Department. Under no circumstances are you permitted to relax or violate this Code of Conduct. Neither Banksome Group policy nor the law exonerates your unethical conduct on the grounds that another company or individual has behaved unethically.

Vision
To be a leading conglomerate with a clear focus on innovation, excellence and continuous improvement.

Mission
We are committed to building long-term relationships based on integrity, performance, value and client satisfaction.

Core Values
Our core values are deeply embedded in Banksome DNA, “I-PACE”.

Integrity
We are driven by our commitment to doing things right at every given and protecting & promoting the reputation of Banksome. We are honest and act with integrity at all times. We do not tolerate unethical behaviour; we challenge it as a matter of personal responsibility, regardless of our position in the organization.

Professionalism
At Banksome we employ high levels of professionalism in our work and reward merit. We engage the most appropriate skills and competencies, continually seeking opportunities to improve through innovative and time efficient approaches. We work collaboratively towards our common goal of delivering value for money. In addition, at Banksome we share our knowledge of best practices with colleagues at all levels to enhance the quality of our services.

Accountability
We take initiatives and full ownership for our decisions and their outcomes. We take responsibility for our actions and deliver what we say we will do – People can trust us to deliver.

Client Satisfaction
At Banksome we make sure that each person who seeks our services is treated with personal respect, courtesy, compassion and sensitivity.

Excellence
We are keen and driven to always striving for excellence and quality in everything we do. The best is what we stand for at all times.

Banksome Group is committed to growing its business based on shared values and common principles that clearly assert its ethical standards and accountability for all its businesses. Banksome Group operates in accordance with an ethical business charter related to its values as stated in its Code of Business Ethics and Ethics Policy and strives to promote good practices within its sphere of direct influence in conformance with local regulations in the countries we operate.

BANKSOME GROUP IS COMMITTED TO:

• Opposing any form of discrimination or harassment and promoting diversity and mutual respect in the workplace. The use of corporal punishment, mental or physical coercion, or verbal abuse is strictly prohibited.
• Ensuring equal opportunity and freedom of association and promoting personal and professional development.
• Complying with applicable laws on working hours and ensuring that wages comply with applicable (local) regulations and meet the basic needs for living.
• Involving all required means to provide a healthy, safe and secure workplace environment.
• Operating in accordance with its main stakeholders’ expectations and implementing a responsible use of material resources with the aim of achieving sustainable growth.
• Ensuring the confidentiality of employees’ and client data.
• Complying with international trade laws, immigration laws and regulations.
• Ensuring every employee feels responsible for applying and promoting Banksome’s Code of Conduct and Business Ethics Policy within Banksome’s sphere of influence.
• Encouraging proactive behaviour: each one of us shall remain vigilant and report any violation of fundamentals rights and ethics principles following our “up-stream communication” procedure.
• Establishing and maintaining appropriate procedures for the evaluation and selection of contractors/subcontractors and suppliers based on their commitment to ethical, social and environmental accountability and their involvement in imposing this commitment on their own business partners.
• Ensuring good governance management.

A conflict of interest arises when your own personal interests or those of people close to you conflict with the impartial performance of your professional duties. Banksome is sensitive to even the appearance of a conflict of interest. The perception of a conflict of interest could arise where circumstances exist
which lead a reasonable person to think that you could be influenced. In order to avoid conflicts of interest you must conduct business in an open manner. All financial, business and other activities both inside and outside of your job must be lawful and free of any conflict of interest or even
the suggestion of a conflict of interest with your responsibilities to Banksome Group. The company expects its entire staff to exercise good judgement and the highest standards of integrity and accountability, and exemplary conduct in all business relationships which might affect the organisation.

To avoid conflicts of interest employees must:

• • Cease from using their position for personal gain or to advance the interests of family members, friends or others;
  • Cease from taking full-time or part-time outside employment without the prior written approval of Banksome
  • Cease from acquiring a business interest or participation in any activity that creates or appears to create an excessive demand on their time, attention or energy and thus, depriving the company of best efforts in executing their daily tasks;
  • Cease from such activities that would interfere or appear to interfere with the independent exercise o judgement in the best interest of Banksome Group;
  • Cease from any attempts to influence persons in office in order to obtain an improper gain or advantage on behalf of the company;
  • Cease from soliciting or accepting any item of value, including money, in return for a certain action or inaction, or for anything that could reasonably be perceived as creating such obligation.

Abuse of Office

Employees who misuse their official position for personal gains are liable to disciplinary action, immediate termination of employment or even prosecution. Staff should not take any action that may be interpreted as an attempt to benefit from their positions. Abuse of office includes but is not limited to the following:

• An attempt by staff to use their positions within the organisation for personal gains;
  Use of company funds/resources/assets for unauthorised, improper or personal use;
• Exertion of influence over contractors to the benefit of employees;
  The offering, payment, soliciting or acceptance of bribes in any form;
  The use of office time and/or office facilities by employees to conduct their personal business;
• Attempt by staff to cover up any impropriety by others in connection with the organisations business.

Gifts, Entertainment, Bribes/Facilitation Payments and Corruption/Fraud

As gifts and entertainment can be regarded as bribes, employees must only accept gifts or entertainment that would not be so regarded. Different companies offer a wide variety of gifts from conference souvenirs to material goods, services, promotional premiums and discounts. Common business courtesies that
are usually acceptable include occasional meals with outside business associates, or the acceptance of reasonable and customary gifts, and promotional items of nominal value such as hats, shirts, pens, notepads or coffee mugs. When other gifts outside those specified above are received from third
parties, the item must be returned with a clear explanation that the gift violates Banksome Group’s Gifts, Entertainment and Anti-Bribery Policy. You must also notify the relevant authority of any gift which is being received and/or returned. As previously stated, this Code of Conduct regulates business conduct and ethics; it is not intended to regulate or control private and personal affairs. It is not intended to apply to situations where a company offers you something of substantial value for personal reasons that have absolutely nothing to do with organisation. It may be hard to
tell whether you are being offered something in your personal capacity or as a Banksome Group employee. If you have the slightest doubt, you should review the proposed gift with your direct manager or compliance department before accepting it.

Violation of these rules may have severe consequences for Banksome Group and its employees. As a result, each employee must ask for advice when in doubt of what to do in a particular situation.

No employee may offer, give or receive a bribe when conducting business for Banksome.

A bribe is something of value (usually money) offered to a person in a position of trust to influence his or her judgment or conduct (i.e. to circumvent ethical or other rules).

Bribes can include but are not limited to cash payments, gifts, travel and entertainment, kickbacks, preferential treatment, unexplained rebates, payments for advertising or other disguised allowances or expenses.

Banksome Group will not tolerate any theft or fraud by any employee. Fraud is an act or intent to cheat, trick, steal, deceive, or lie. Fraud is an act of dishonesty and, in most cases, is a criminal act. Intentional acts of fraud are treated very seriously and will be subject to strict disciplinary action, up to
and including termination of employment and possible further legal recourse. Some examples of fraud include:

• Submitting false expense reports;
• Forging or altering cheques;
• Misappropriating assets or misusing company property;
  
              and
• Unauthorized handling or reporting of transactions.

Respect for Others

Employees are our most valuable resource and at Banksome we believe that all employees should be treated fairly and with respect. To ensure this we have established global standards that are followed at all Banksome Group Entities around the world. Banksome Group has zero tolerance for discrimination and is an equal opportunities employer. Employment decisions such as hiring, promotion, remuneration, benefits, termination, training opportunities and job assignments are based on qualifications, experience, competence and performance, and are not based on gender, race, national origin or other characteristics.
All managers, supervisors, and employees otherwise in positions of authority have an additional responsibility to maintain and support a healthy and conducive work environment.

Banksome is committed to providing a conducive, safe and healthy work environment for all employees. As an employee it is important that you help to maintain this environment by complying with all health and safety regulations and reporting any safety hazards, accidents or injuries immediately to your manager. Banksome Group strives to create a work environment that is free from harassment by co-workers, supervisors, providers of goods and services, contractors, and clients. All employees should be treated with respect. This includes:

• Using appropriate workplace language when dealing with colleagues and internal and external customers. Swearing in particular is unacceptable
• Any actual or threat of violence against co-workers, visitors or any other persons who are either on Banksome premises or have contact with staff or contractors in the course of their duties. Every threat of violence is serious and would be treated as such.
• All employees should be aware of the impact of their behaviour on others.
  Banksome Group has zero tolerance for bullying and harassment and considers it fundamental obligation of all employees to behave appropriately in the workplace.

Health, Safety & Environment
Banksome Group strives to provide each employee with a safe and healthy work environment. All employees are charged with the responsibility of maintaining a safe and healthy workplace by following health and safety rules and practices as embodied in the Company’s Health and Safety Policy and by reporting anomalies, near misses, accidents, and injuries.
Banksome prohibits the:

• Use, possession, distribution, purchase or sale of controlled substances illegal (including but not limited to illegal drugs and narcotics, prescription drugs obtained or misused without a legal prescription, or other unlawful substances or materials) on its premises while conducting business for the organisation or while operating company equipment;
• Unauthorised use, possession, distribution, purchase or sale of alcohol on Banksome premises, while conducting business for the company or while operating company equipment. Employees are also required to exercise adequate caution in their consumption of wine and other alcoholic drinks at business related functions held outside Banksome premises as their conduct at such functions have a direct impact on the image and goodwill of the organisation.

Public Statements & External Communications

All of Banksome Group’s public and external communication/statements must be strictly honest, fair, and free of intent to mislead or deceive. Where an employee’s responsibilities include direct interaction with customers, the press, or other public audiences, you must recognize that you are entrusted with a special obligation to make fair and honest statements. If an investigator, journalist, law enforcement official, or government official asks you for information about Banksome Group, you must refer the request immediately to the appropriate authority or compliance department.

Contractual Obligations

All contractual matters shall be treated as confidential and must be handled strictly in line with applicable procedures as instituted by Banksome Group. All negotiations and other matters leading to a contractual agreement shall be handled with necessary skill and diligence so as not to unduly expose the organisation to liabilities or give unfair advantage to any contractor and to ensure that no personal benefits are received.

Company Assets

Banksome Group’s property, such as its company cars, facilities and computer/communications equipment, is provided to you so you can perform business activities on behalf of Banksome Group. You may not perform non-Banksome work or solicit non-Banksome business on Banksome’s premises or by using Banksome Group’s equipment or while working on Banksome Group’s time. You may not under any circumstances use Bansome Group equipment to store or access pornographic or offensive materials or material that is discriminatory or contains derogatory references to national origin, race, colour, age, disability, religion, gender, sexual orientation, marital or family status, or any other protected characteristic.

Access to company internet, computer and telephone facilities are strictly provided for company business and all information processed, transmitted or stored within these assets belong to the company and can be monitored at any time, subject to applicable regulations. However, some personal use is nevertheless authorised if it stays strictly occasional and reasonable with no interference with the performance of official duties, not related to an illegal activity and not hampering the performance of the organisations critical resources.
It is the responsibility of all employees to protect company assets under th eir supervision and ensure their efficient use. Theft, carelessness, and waste have a direct impact on Banksome’s profitability.

Keeping Accurate Records

Several statutory regulations require that the organisation maintains adequate books and records of our business transactions. These books and records must, of course, be accurate. Dishonest reporting, for example, to management or auditors within Banksome Group, or to companies or people outside Bank Group, is strictly prohibited. “Dishonest reporting” includes not only reporting information inaccurately but also organizing it in a way that is intended to mislead or misinform those who receive it. Never make false or
misleading statements in financial reports, environmental monitoring reports, documents submitted to or maintained for government agencies, or status reports on contracts, particularly in situations where Banksome Group is serving a government customer. Dishonest reporting can lead to civil or even criminal liability for you and Banksome Group.

Employees are required to maintain and retain adequate, complete and accurate records and authorised personnel or shareholders may have the right, at any reasonable time, to inspect and audit these records.
More specifically:

• There shall be a recording of all business dealings;
• All books, records and accounts of the organisation must be kept in a complete and accurate manner;
• Financial and other business transactions must be recorded in such a manner as to reflect transactions in a true, fair and accurate manner;
• Invoices must reflect the true commercial transaction and not be intended to serve any illegal or improper purpose such as bribery;
• Fees and commissions to agents and other parties must be legal, proper and reasonable.
  
  Confidentiality, Intellectual Property

The term “Confidential Information” means all data and information which may include but is not limited to, statements regarding income, expenses or costs, financial projections, list of vendors, suppliers, employees, customers, potential customers, product research marketing, and strategic plans, trademarks and information crucial to both Party’s business that is: Directly or indirectly relating to Banksome Groupemployees, clients, vendors, agents or suppliers.

All information about Banksome Group business activities not available to the public shall be kept strictly confidential and shall not be sold, traded, published or otherwise disclosed to anyone in any manner whatsoever, including by means of photocopy, reproduction or electronic media, without the a written consent from a relevant reporting line of authority. Employees are to to take all necessary measures to preserve and insure the confidentiality of the organisations Proprietary Information.

Where a staff leaves the employment of Banksome Group for any reason , the staff must return all Banksome Group property including documents and media that contain proprietary or confidential information and may not disclose or use any proprietary or confidential information.

Negligible breaches of the Code will normally be resolved internally and may result in counselling or the clarification of procedures to avoid further breaches. More serious breaches may lead to disciplinary action, up to and including the termination of employment.

The intent of disciplinary action is not punitive but corrective, and may be necessary to safeguard the continued success of the company and its employees.

Breaches of this Code of Conduct and Business Ethics will be evaluated by the Board of
Directors or Members of the Management Team as convened by the Compliance Officer.

All employees have a duty to immediately report whatever you know or have heard about a situation that appears to you, in good faith, to be unlawful or unethical. When you have a concern related to the Code of Conduct and Business Ethics, discuss the question or concern directly with the person involved or contact your immediate supervisor for guidance. If it is uncomfortable for you or inappropriate to speak to your supervisor about your question or concern, you can contact:

• Human Resources
• The next line manager above your supervisor
• Compliance Department
• Ethics and Compliance Hotline