Prime encourages all employees and all other stakeholders, to report any situation of evidence or suspicion of breach of ethical principles, policies, laws and regulations, or any other improper or illegal conduct. An independent, secure, and reliable communication channel has been implemented, that covers our subsidiaries and is provided with security mechanisms to ensure the anonymity of the person making the report, who can monitor the progress made with his or her complaint. Acts of retaliation and claims made in bad faith will not be tolerated, and, if identified, will subject those responsible to the sanctions provided for in our disciplinary system.
If you would like to report any situation, follow this link: http://www.pogbv.ethicspoint.com/
A robust framework for governance not only reflects our commitment to run the Company effectively and efficiently but also highlights our proactive approach to ensuring accountability and fostering trust among our diverse stakeholders bases. The governance structure of Prime includes the following bodies:
Board of Directors: comprised of two members, the CEO and a Director, is responsible for the overall management and guidance of Prime and its subsidiaries.
Executive Management: comprised by four members, the CEO and the three General Managers (CFO, COO and Nigeria Managing Director), is responsible for providing strategic and operational leadership within Prime and its subsidiaries.
Supervisory Board: comprised by six members, appointed by the shareholders, supervises the conduct of business by the Board of Directors and approves the strategic, operational and financial plans and other material matters of Prime.
Audit, Risk, Compliance and Hedging Committee: comprised of three members, appointed by the shareholders, reviews the Company performance and plans in these matters and provide advice to the Supervisory Board.
Remuneration Committee: comprised of three members, appointed by the shareholders, to review the individual performance of the Executive Management team and provide advice on remuneration matters to the Supervisory Board.
Ethics and Compliance Committee: comprised by the managers of the Compliance, Legal, Health, Safety and Environment and Human Resources departments, manages the company-wide governance activities that will be described in the next sections.
Risk Management excellence is not only a strategic imperative but also a core value that defines our commitment to responsible business practices, especially in the landscape of the oil & gas sector. Prime maintains a systematic and rigorous process to identify, manage and mitigate its key financial, operational and corporate risks, fostering a forward-looking risk management approach to anticipate the events that could potentially deflect the Company from accomplishing its goals.
Prime attributes the preparation and maintenance of the risk management framework to the Ethics and Compliance Committee.
Prime is committed to operate in accordance with the highest business ethics standards. Our Code of Ethics and Business Conduct serves as a cornerstone of our organizational ethos, offering a clear and detailed roadmap for expected behaviors:
• respect for life, responsibility for the realization of human rights for all people;
• compliance with national and international laws and regulations;
• act with integrity, truth, transparency and equity in our relations with individuals and institutions;
• respect differences and diversity; multiplicity of cultures, experiences and perspectives of our team brings unique contributions to the business;
• negotiate with honesty, without taking advantage through manipulation, use of insider information or other practices of such nature;
• communication is clear and true, easily understandable and accessible to all interested parties.
Prime enforces the compliances to this conduct to its employees and to all parties with which it conducts business.
Prime attributes the preparation and maintenance of the Code of Ethics and Business Conduct and related training and assessment activities to the Ethics and Compliance Committee.
In addition to Risk Management, Prime has established a comprehensive Compliance Program that includes the following activities, designed and managed by the Ethics and Compliance Committee:
Environment and Social: Prime recognizes that climate change and the decarbonization of the global economy, within the context of the energy transition, present significant risk and opportunities to its strategy, operations, financial planning and the delivery of long-term shareholder value. Prime has a strong commitment to its environment and social initiatives and seriously cares for health and safety in deploying its operations. Our ESG and HSE activities are subject to annual external due diligence by a specialized firm. By subjecting ourselves to external scrutiny, we not only demonstrate our dedication to these matters but also actively seek opportunities for continuous improvement.
Third-Party Due Diligence: We conduct background checks on companies that Prime does or intends to do business with. We do not do business with sanctioned entities. Law and regulatory enforcements, politically exposed persons or negative media are carefully analyzed and taken in consideration before a decision is made of starting / continuing to do business with a third party.
Anti-Bribery and Corruption: Prime is against corruption in any form and stands firmly against bribery. Prime rejects situations of corruption and bribery of any kind, direct or indirect, active or passive, regardless of whether monetary values are involved. Strict rules were defined in areas of higher exposure such as facilitation payments, gifts, charitable donations, sponsorships, political contributions, insider trading, conflicts of interest, nepotism, money laundering, relations with agents and intermediaries.
Policies and Procedures: A set of internal standards were established that cover the relevant activities carried out at Prime, to assist in ensuring compliance with laws and regulations as well as consistency and completeness on carrying out our activities. The standards are reviewed on a regular basis to ensure that stay relevant in light of the size and complexity of our operations.
Whistleblower Channel: Prime has set up a whistleblower channel, overseen by an external entity. This channel serves as a vital mechanism to encourage individuals, internal or external to the Company, to report evidence or suspicion of non-compliance to laws, regulations, internal policies and procedures or ethical behavior, without the fear of facing retaliation. By entrusting the management of this program to an independent external entity, we aim to ensure the confidentiality and impartiality of the reporting process.
Prime reports and statements are correct, consistent, accurate and complete manner, without ambiguous information. To substantiate this pledge, we undergo semi-annual third-party audits carried out by a reputable audit firm. These rigorous examinations serve as a comprehensive validation of our practices, ensuring compliance with accounting and legal requirements. These audits play a pivotal role in maintaining the trust of our stakeholders, providing an objective and verifiable assurance that our operations are conducted with the utmost integrity and compliance.
Internal Audits are carried out to enhance and protect organizational value by providing objective assurance, advice and insight. The assignments are carried out with objectivity, independence, proficiency and due professional care. The objectives of the Internal Audit department are to identify key internal controls, test their operating effectiveness, report recommendations for improvement and promoting the implementation of remediation actions.
The Internal Audit department also carries out Partner’s audits of the non-operated ventures. The reports and statements of the operators are thoroughly reviewed to ensure compliance with the joint venture agreements, the laws and regulations, the alignment with the standards of Ethics and Conduct defined by Prime and the adherence to our Compliance Program.
Prime recognizes that climate change and the decarbonization of the global economy, within the context of the energy transition, present significant risk and opportunities to its strategy, operations, financial planning and the delivery of long-term shareholder value. Prime has a strong commitment to its environment and social initiatives and seriously cares for health and safety in deploying its operations, as per the IFC Performance Standards on Environmental and Social Sustainability. Prime commits to net zero by 2050 and is on track towards its goals for Scope 1 GHG reduction by 2025 and 2030 (25% and 35% respectively versus 2020 as baseline). Our ESG and HSE activities are subject to annual external due diligence by a specialized firm. By subjecting ourselves to external scrutiny, we not only demonstrate our dedication to these matters but also actively seek opportunities for continuous improvement.