Code of Business Conduct
At ND Western Limited ("ND Western" or the "Company") we are committed to the utmost integrity in all dealings with our external and internal stakeholders. The Company will strive to uphold the highest levels of business ethics and personal integrity in all types of transactions and interactions. This Code of Business Conduct and Ethics covers a wide range of business practices and applies to all directors, officers and employees of the Company, collectively referred to herein as the "Obliged Persons." It is also expected that all suppliers, contractors, agents and consultants of ND Western will abide by the principles of this Code, and the Company will not hesitate to sever ties with any of such persons that is found to have violated the tenets of the Code.

The purpose of this Code is to guide the Obliged Persons in conduct that is fair, ethical, honest and lawful. The Code serves to:

1. Emphasise ND Western's commitment to ethics and compliance with the law;
2. Set forth basic standards of ethical and legal behavior;
3. Provide reporting mechanisms for known or suspected ethical or legal violations; and
4. Help prevent and detect wrongdoing.

Given the diversity and convolution of ethical questions that may arise in the course of the Company's dealings, this Code serves only as a rough guide. Faced with situations that are ethically abstruse or uncertain, Obliged Persons should first ask themselves the following questions:

• Is it legal?
• Is it the right thing to do?
• Would I be able to hold my head high amongst my family, friends and colleagues if my actions were made public by an informed and unbiased member of the press?

If further in doubt regarding the appropriateness of any intended course of action, advice should be sought from your supervisor or the Legal Department to ensure that all actions taken on behalf of the Company honor our commitment to the highest levels of business ethics.
  • Ethical Standards
  • Violations of Ethical Standards
1. Conflicts of Interest
A conflict of interest exists when a person's private interest interferes in any way with the interests of the Company. A conflict can arise when an Obliged Person takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest may also arise when an Obliged Person receives improper personal benefits as a result of his or her position in the Company. An Obliged Person should avoid transactions, commitments and other activities that are not in ND Western's best interests or that could involve a conflict between the Obliged Person's personal interests and the interests of ND Western, or that could involve a conflict in relation to the bid, award or administration of any contract or service to be provided by third parties to the Company. It would be a particularly uphill task to list every activity that could constitute a conflict of interest herein, but it is almost certainly a conflict of interest for an Obliged Person to work simultaneously for a competitor, customer or supplier. Conflicts of interest may not always be obvious, so if you have a question, you should consult with your supervisor or manager or, if circumstances warrant, the chief legal officer of the Company. An Obliged Person who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel.

2. Corporate Opportunities
Obliged Persons are prohibited from taking for themselves opportunities that are discovered through the use of corporate property, information or position, without the consent of the Board of Directors of the Company. No Obliged Person may use corporate property, information or position for improper personal gain, or may compete with ND Western directly or indirectly.

3. Fair Dealing
The drive by ND Western to outperform its competition can only be achieved through fair and honest means. Obliged Persons shall act at all times in good faith, with due care, and shall engage only in fair and open competition, by treating ethically competitors, suppliers, customers, contractors and colleagues. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. No Obliged Person should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair or underhand practice.

4. Gifts and Entertainment
In dealings with vendors, contractors, suppliers and other third parties (including representatives of government agencies), it is important to adhere to sound business practices that will not foist on an Obliged Person the notion of being indebted or obligated to any such third parties. It should be understood that the purpose of business entertainment and gifts in dealings with such third parties is to create good will and sound working relationships, not to exert improper influence or to gain an unfair advantage. No gift or entertainment should ever be offered or accepted by an Obliged Person unless it is:

1. Consistent with customary business practices;
2. Not excessive in value;
3. Not construed as a bribe or payoff and
4. Not violating any laws or regulations.

Gifts or payments may not be offered or given on behalf of the Company to any government official, political party or candidate for public office. Such payments may be in violation of federal law and could result in the imposition of fines on the Company or imprisonment of the affected Obliged Person, or both. Obliged Persons should discuss with their supervisors, managers or other appropriate personnel about any gifts which they think may be inappropriate.

5. Confidentiality
Obliged Persons must maintain the confidentiality of confidential information entrusted to them, except when disclosure is authorized by the chief legal officer of the Company or required by laws or regulations, as may be advised by the Legal Department. Confidential information includes all non-public information of ND Western that might be of use to competitors or harmful to the Company or its customers if disclosed. Such information includes but is not limited to financial information, business projections, oil and gas reserves, information on new wells, geologic prospects developed internally, drilling plans and results, and personnel records. It also includes information about suppliers and customers, and information that the said suppliers and customers have entrusted to the Company. The obligation to preserve confidential information continues even after employment ends or directorship ceases.

6. Protection and Proper Use of Company Assets
All Obliged Persons should endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability and it is a duty of everyone to keep an eye on the bottom-line. Any suspected incident of fraud or theft should be immediately reported for investigation. The Company's equipment should not be used for non-Company business, though incidental personal use is permitted. With particular regard to electronic media and services including computer systems, the Company e-mail system, telephones, voice mail, fax machines, on-line services, internet access, these belong to the Company and not to Obliged Persons. While incidental use of these systems for personal reasons is permitted, it is prohibited to make, download or forward harassing, derogatory, obscene, defamatory, threatening or offensive remarks to other people or groups. In addition, downloading, transmitting, or creating, through the internet or otherwise, material that is offensive or illegal because it discriminates against race, sex, sexual orientation, physical condition, tribe or nationality is strictly prohibited.

The obligation of Obliged Parties to protect the Company's assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or criminal penalties.

7. Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which the Company's ethical standards are built. In conducting the business of the Company, Obliged Persons shall comply with applicable governmental laws, rules and regulations at all levels of government in the Federal Republic of Nigeria and in any jurisdiction outside Nigeria in which ND Western may do business.

Although not all Obliged Persons are expected to know the details of these laws, it behooves every Obliged Person to know enough about the applicable local, state and federal laws to determine when to seek advice from the Legal Department.

8. Cooperation with Government and Regulatory Interventions
It is the Company's policy to cooperate fully with any government or regulatory interventions in any aspects of our business. ND Western will also in a timely manner render all returns required by its regulators. In reports and documents filed with or submitted to regulators by the Company, and in other public communications made by the Company, the Obliged Persons involved in the preparation of such reports and documents (including those who are involved in the preparation of financial or other reports and the information included in such reports and documents) shall make disclosures that are full, fair, accurate, timely and understandable. Where applicable, these Obliged Persons shall provide thorough and accurate financial and accounting data for inclusion in such disclosures. They shall not destroy or alter any Company documents in order to evade or deflect regulatory inquisition, or knowingly conceal or falsify information, misrepresent or omit material facts with the intention of misleading the Company's independent external auditors or investors.
1. Reporting Known or Suspected Violations
It is the responsibility of every Obliged Person to aid the Company in unearthing and addressing violations of this Code. You should talk to supervisors, managers or the Legal Department about known or suspected illegal or unethical behavior.

ND Western absolutely abjures any kind of retaliation against anyone for making a report in good faith or participating in any investigation into reports of violations of this Code or other unsavory or illegal conduct. Retaliation is defined as any adverse action taken against an employee because he or she exercised his or her duty to assist the company in promoting adherence to this Code. A few examples are:

• Creating an uncomfortable or hostile work environment
• Decreasing or marginalizing responsibilities or reporting relationships
• Transferring an employee

2. Accountability for Violations.
If the Company's investigations determine that this Code has been violated, either directly, by failure to report a violation, or by withholding information related to a violation, the offending Obliged Person may be disciplined for non-compliance with penalties up to and including removal from office or dismissal. Such penalties may include written notices to the individual involved that a violation has been determined, censure by the Human Resources Department, demotion or re-assignment of the individual involved and suspension with or without pay or benefits. Violations of this Code may also constitute violations of law and may result in criminal penalties and civil liabilities for the offending Obliged Person and the Company. All Obliged Persons are expected to cooperate in internal investigations of misconduct.

Because we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

• Make sure you have all the facts. In order to reach the right solutions, we must be as informed as possible.
• Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? Use your judgment and common sense. If something seems unethical or improper, it probably is.
• Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
• Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the questions, and he or she will appreciate being consulted as part of the decision-making process.
• Seek help from Company resources. In rare cases where it would be inappropriate or uncomfortable to discuss an issue with your supervisor, or where you believe your supervisor has given you an inappropriate answer, discuss it locally with your human resources manager or the chief legal officer.
• You may report ethical violations in confidence without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected to the maximum extent consistent with the Company's legal obligations. The Company in all circumstances prohibits retaliation of any kind against those who report ethical violations in good faith.
• Ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.