Policies

Introduction
This document describes the Complaint Handling Policy of Meyer Plc which is being implemented to ensure compliance with the laws and regulations relating to the Nigerian Capital Market in order to promote transparency and accountability to our stakeholders.

Definitions
For the purpose of this document, the Meyer Plc shall hereinafter be referred to as “Meyer” or “the Company” and the Securities & Exchange Commission shall be referred to as “SEC”.

Commitment
Our objective is to minimize damage to our reputation and reduce the risk of litigation by handling and resolving complaints from our investors or prospective investors, and stakeholders in a timely, effective yet consistent manner. All complaints received shall be treated with dispatch and confidentiality.
This policy has been established in accordance with the provisions of the SEC Rules relating to the Complaints Management Framework of the Nigerian Capital Market.

Application and Scope
The Complaint Management Policy is intended to assist Meyer’s Investors and enhance market integrity in the long run. The policy shall apply to the Stakeholders in relation to the operations of Meyer in the Capital Market.

In accordance with the rules provided by the SEC on Complaints Management of the Nigerian capital market, the following matters will not be considered complaints for deliberation by Meyer:

a. Complaints that are incomplete or not specific.
b. Allegations without supporting documents.
c. Statements offering suggestions or seeking guidance or explanation.
d. Seeking explanation for non-trading of shares or illiquidity of shares.
e. Expression of dissatisfaction with trading price of the shares of the Company.
f. Complaints made anonymously.
g. Disputes arising out of private agreements with the Company or intermediaries.
h. Any other matter as may be determined by the SEC from time to time.

Purpose of Complaints Management System
Meyer recognizes that complaints and their resolution:
• are about accountability,
• are an important part of customer service,
• are inevitable and must be managed effectively,
• cost money and reflect badly on Meyer if not handled properly, and
• can lead to business process improvement.

Therefore, the Complaints Management Policy is as follows:
• To make the complaint process transparent and accessible.
• To constructively set out its approach to complaints.
• To handle and resolve complaints in line with the framework of the SEC.
• To ensure that Meyer takes full ownership of complaints and that a positive and proactive approach is adopted to resolving the complaints in line with the guidelines of the SEC.

Procedure
Complaint(s) shall be considered for deliberation only when submitted in writing with the following required information:
a. Complainant’s Name
b. Membership/Shareholder Identification number (where applicable)
c. Date of Complaint
d. Contact details of Complainant (Mobile phone number, return address etc.)
e. Details of Complaint
f. Copy of Complainant’s Share certificate (where applicable)
Complaint(s) submitted by e-mail should be addressed to info@meyerpaints.com. Where the complaint(s) is submitted by post, it should be addressed to:

The Chief Compliance Officer
Meyer Plc,
No 32, Billings Way,
Oregun , Ikeja,
Lagos State.

Acknowledgement Letter
When Meyer receives a complaint, an acknowledgment letter shall be sent to the Complainant within 2 (two) working days of receipt if the complaint was sent by email and 5 (five) business days of receipt where the complaint was sent by post. The acknowledgement letter shall contain the following elements:

• Name of the person responsible for handling the complaint;
• Key elements of the firm’s Complaint Policy; and
• Projected time for resolution of the complaint

Complaints received shall be managed by Meyer on two levels. The first level shall be reviewed and possibly resolved by the Company Secretary; where the Company Secretary is unable to resolve the concerns of the Complainant, the complaint shall be referred to the Registrars of Meyer.

Meyer Plc shall strive to resolve complaints within 10 (ten) working days from the date the complaint was received. The competent authority shall be notified of the resolution of the complaint within 2 (two) working days.

Where the complaint is not resolved within 10 (ten) working days, the Complainant or Meyer shall refer the complaint to the relevant competent authority within 2 (two) working days. The letter of referral shall be accompanied by a summary of proceedings of events leading to the referral and copies of relevant supporting documents.

Meyer Plc shall maintain an electronic Complaints Register which shall contain the following details:
i. Name of the complainant
ii. Date of the complaint
iii. Nature of complaint
iv. Complaint details in brief
v. Remarks/comments

The Complaints Register shall be updated regularly and status reports of complaints filed therein shall be forwarded to the SEC quarterly.

Feedback And Responsiveness
Once decisions have been reached on complaints made, Complainants shall be advised of the outcome.
Complaints shall be tracked and time frames for resolution monitored while Complainants shall be entitled to progress report in respect of same.

Any internal problem revealed by a Complaint shall be communicated to the General Manager, Control & Compliance of Meyer who shall be responsible for the resolution of the internal problem revealed by the complaint.

Whistleblowing Policy 

1. Policy Statement
1.1 The Board and Management of Meyer Plc are committed to ensuring openness and effective communication in all the dealings of the Company with its officers, employees, regulators and all other stakeholders with whom it engages for business and other relations. This is in line with the Company‘s values and code of ethics. The Company recognizes that effective and honest communication is essential to maintain its core values and to ensure that negative business practices are detected and dealt with promptly with a view to preserving the reputation and integrity of the Company.

2. Objective of the Whistle Blowing Policy
2.1.The objective of this policy is to encourage everyone, whether part-time or full time staff, agents, consultants, contractors, suppliers, staff of suppliers, clients or people however remotely related to the Company’s (i.e. stakeholders), to report any business or other misconduct without risk to themselves or any inhibition or victimization. Appropriate incentives will be offered to a whistle-blower whose action significantly promotes the Company‘s interests.

3. Scope
3.1 The policy covers all employees of Meyer Plc and all other stakeholders mentioned above in clause 2.1.

4. The Policy
4.1 This policy will apply in all cases where an individual genuinely and in good faith has reasons to believe that misconduct is occurring, has occurred or may occur within or in relation to Meyer Plc, irrespective of location. Such misconduct will include but is not limited to the following:

• Commission or concealment of a criminal offence/fraud/theft or collusion to commit the same;
• Non-compliance with the laws of the Federal Republic of Nigeria or any legal obligations and breaches of statutory legal obligations;
• Any illegal or unethical operation;
• Serious un-professional or un-ethical behaviour, including harassment of any sort and/or bullying;
• Use of deception or manipulation of records or entries to obtain an unjust or illegal financial advantage for the business unit or personally;
• Miscarriage of justice;
• Sexual or physical abuse or harassment of any sort on any staff or stakeholder
• Endangering the health and safety of an individual;
• Damage to the environment;
• Corruption, bribery or blackmail;
• Intentional misrepresentation directly or indirectly affecting financial statements;
• Deliberate concealment of information relating to any of the above;
• Any conduct likely to bring the Company and/or its stakeholders to disrepute.

4.2 This policy is very distinct from the grievance procedure as enunciated in the Staff Handbook.

5. Procedure
5.1 As soon as a staff/stakeholder becomes aware of a situation representing misconduct as described above, the staff/ stakeholder should, in the first instance raise the matter with the line manager or, if they do not feel this is appropriate or where the line Manager is the person involved, with a superior authority to the line Manager.

5.2 In the event of an anonymous whistle blowing mode, a staff/stakeholder should contact the

Management on the following Hotline Channels:
Hot lines: +234 901 905 3749
Hot mail: whistleblower@meyerpaints.com

5.3 An anonymous whistleblowing email shall receive an automated acknowledgement of receipt via whistleblower@meyerpaints.com email within 24hours. Thereafter, a formal response will be provided within seven (7) days of receipt of the staff/ stakeholder’s complaint memorandum.

6. Investigation
6.1 Once an allegation of misconduct is made, the Chief Internal Auditor and the Chief Compliance Officer shall review all reported cases and initiate appropriate action, and if necessary escalate to the Managing Director/CEO or the Chairman of the Board for action and/or resolution and will endeavour to respond to the staff/ stakeholder within seven (7) days of receipt of the staff/ stakeholder‘s complaint memorandum indicating what investigation, if any, is planned.
6.2 Once the investigation is completed, it will be reviewed by Management subject to further review by the Board Governance & Establishment Committee as the case may be and the staff/ stakeholder will be advised of the outcome of the investigation as well as the corrective actions which are being taken.
6.3 Both the Chief Internal Auditor and Chief Compliance Officer shall provide the Statutory Audit Committee with a summary of reported cases, cases investigated, the process of investigation and the result of the investigation on a periodic basis, in line with the provisions of the SEC Code of Corporate Governance for Public Companies in Nigeria, 2011.
6.4 Where the MD/CEO is the officer of the Company against whom the complaint is being made, the complaint will be made to the Chairman of the Board and the Chairman of the Board can also be reported to the Statutory Audit Committee.<class=”bodystyle”>
6.5 Meyer is committed to running its business without misconduct and expects its employees and other stakeholders to share this objective. However, the Company also recognizes that whistle-blowing is a potentially sensitive issue. Therefore, if any staff/ stakeholder have reasons to believe that they are being victimized, or penalized in any way for whistle‐ blowing, or if the staff/stakeholder does not consider that they have had a satisfactory response to their disclosure, the stakeholder/staff should write to the Chairman of the Company setting out the facts in clear details.
6.6 All investigations conducted pursuant to a whistle-blowers complaint shall be concluded within thirty (30) days after receipt of the receipt of the whistle-blower‘s complaint.

7. Safeguards
7.1 All staff and stakeholders who desire to use the whistleblowing mechanism may opt to do so anonymously and all whistleblowing reports made by any staff/stakeholder shall be treated with utmost confidentiality.

7.2 The Company would take all reasonable steps to protect the interest and the identity of whistle blowers as being confidential disclosures made under anonymity. However, they should be aware that action taken as a result of their disclosure may lead to their identity needing to be revealed, particularly where relevant law enforcement agencies are involved.<class=”bodystyle”>
7.3 Any whistle‐blowing employee is protected against adverse employment actions (i.e. dismissal, demotion, suspension, harassment or other forms of discrimination) for raising allegations of misconduct by the Board of Directors of the Company and specific legislation in force in Nigeria. A whistle blowing employee is also protected even if the allegations proves to be incorrect, or unsubstantiated, provided the disclosure is made in good faith under the honest belief that the information and any allegation therein are true.

8. Disciplinary Action
8.1 If any allegation of misconduct is substantiated, appropriate disciplinary and/other action will be taken against the responsible individual(s), up to and including termination of employment, dismissal from service and criminal prosecution by the relevant authorities.
8.2 Furthermore, any act of retaliation or victimisation against a whistle‐ blowing employee will result in disciplinary action being taken against the perpetrator, up to and including termination of employment.
8.3 The malicious use of the whistle blowing mechanism will result in disciplinary action against a whistle‐blowing employee, up to and including termination of employment.

9. Consequences for Non-Compliance with this Policy
9.1 Company personnel will be advised of this policy and its importance.
9.2 All personnel are responsible for consulting, understanding, and complying with this policy. There is no circumstance in which any law or regulation should be disregarded in the conduct of the Company’s business.
9.3 Failure to comply with this policy may result in disciplinary action, up to and including termination of employment with the Company.

10. Reward /Recognition
10.1. A reward system to support and enhance an effective whistleblowing procedure can be established, subject to Board approval. The Company shall endeavour to provide training to staff on whistleblowing mechanism.
10.2 A recognition plaque and/or award will be granted to staff/stakeholders who genuinely use the whistleblowing mechanism in good faith and the facts are found to be true upon investigation, subject to the discretion and approval of the Board of Directors.

11. Annual Review of Policy
11.1 Subject to the final approval of the Board, this policy will be reviewed on an annual basis, or as required to ensure compliance with changing regulations or internal policy.

SECURITIES TRADING POLICY 

1. INTRODUCTION

This policy gives guidelines on the sale and purchase of securities of Meyer Plc (“the Company”) by any of its staff including Directors and Key Management Personnel

Key Management Personnel are those persons having authority and responsibility for directing and controlling the day to day activities of the Company, including any Director (whether Executive or Non-Executive).

The Company has determined that its Key Management Personnel are- Directors and other Executive Committee (EXCO) Members as defined in its organogram.

All staff, including Directors and the other stated Key Management Personnel, are encouraged to be long-term holders of the Company’s securities. However, it is important that care is taken in the timing of any purchase or sale of such securities. The purchase of these guidelines is to assist all staff (but more particularly Directors and Key Management Personnel) to avoid conduct known as ‘insider trading’.

Insider trading is the practice of dealing in a company’s securities (i.e. shares or options) by a person with some connection with a company (for example a Director, Employee, Contractor or Consultant) who is in possession of information generally not available to the public, but which may be relevant to the value of the company’s securities. It may also include the passing on of this information to another. Legally, it is an offence which carries severe penalties, including imprisonment. 

1. WHAT TYPE OF TRANSACTIONS ARE COVERED BY THIS POLICY?

This policy applies to both the sale and purchase of any securities of the Company in issue from time to time.

1. 1. Prohibition

Insider trading is a criminal offence. It may also result in civil liability. In broad terms, a person will be guilty of insider trading if:

1. That person possesses information which is not generally available to the market and, if it were generally available to the market, would be likely to have a material effect on the price or value of the Company’s securities (i.e. information that is ‘price sensitive’); and

1. That person:

1. Buys or sells securities in the Company; or
2. Procures someone else to buy or sell securities in the Company; or
3. Passes on that information to a third party where that person knows, or ought reasonably to know, that the third party would be likely to buy or sell the securities or procure someone else to buy or sell the securities of the Company.

1. 1. Dealing through third parties

The insider trading prohibition extends to dealings by individual through nominees, agents or other associates, such as family members, family trusts and family companies (referred to as “Associates” in these guidelines).

1. 1. GUIDELINES FOR TRADING IN THE COMPANY’S SECURITIES
      1. All staff must not, except in exceptional circumstances, deal in securities of the Company during the following “Closed Periods”.
      2. The period from 15 days immediately preceding the announcement to the Nigerian Stock Exchange of the Company’s annual results; and 24 hours after the release has been made;
      3. The period from 15 days immediately preceding the announcement to the Nigerian Stock Exchange of the Company’s half year results; and 24 hours after the release has been made;
      4. The period from 15 days immediately preceding the announcement to the Nigerian Stock Exchange of each of the Company’s quarterly results; and 24 hours after the release has been made;
      5. A period of two trading days before and 24 hours after any other Nigerian Stock Exchange announcement by the Company; and
      6. Such other periods as the Board may from time to time by notice in writing designate as a closed period.

1. 1. 1. 1. Discretion of the Board

The Board may at its discretion vary the rule in relation to a particular Closed Period by a memo to all staff including Directors and/or Key Management Personnel either before or during the Closed Period.

However, if a Director or Key Management Personnel of the Company is in possession of price sensitive information which is not generally available to the market, then he or she must not deal in the Company’s securities at any time.

1. 1. 1. 1. No Short-Term Trading in the Company’s Securities

Directors and Key Management Personnel must never engage in short-term trading of the Company’s securities for example buying and selling of shares within a period of thirty (30) days.

1. 1. 1. 1. Securities in other Companies

Buying and selling securities of other companies with which the Company may be dealing is prohibited where an individual possesses information which is not generally available to the market and is ‘price sensitive’. For example, where an individual is aware that the Company is about to sign a major agreement with another listed Company; they should not buy securities in either the Company (Meyer) or the other Company. This is subject to some defined and legitimate exceptions.

1. 1. 1. 1. Notification of period when all staff, Directors and/or Key Management Personnel are not permitted to trade

The Company Secretary will endeavour to notify all Directors or Key Management Personnel of the times when they are not permitted to buy or sell the Company’s securities as set out in this Policy. All other staff will be notified by the Company Secretary via memos which are displayed on the internet.

1. 1. 1. APPROVAL AND NOTIFICATION REQUIREMENTS TO BUY OR SELL THE COMPANY’S SECURITIES;
   2. 1. Directors must obtain the prior written approval of the Chairman/ Board
      2. The Chairman must obtain the prior approval of the Board.
      3. Key Management Personnel must obtain the MD/CEO’s approval.
      4. All requests to buy or sell securities must include the intended volume of securities and an estimated time frame for the sale or purchase.
      5. Copies of written approvals must be forwarded to the Company Secretary prior to the approved purchase or sale transaction.
      6. Notification- Subsequent to approval obtained in accordance with clause 4(e), any member of staff who (directly or through an agent or proxy) buys, sells, or exercises rights in relation to Company’s securities must notify the Company Secretary in writing of the details of the transaction within two (2) business days of the transaction occurring. This notification obligation operates at all times.

Exceptions- Any exemption, if issued, will be in writing and shall contain a specified time period during which the sale of securities can be made.

1. 1. 1. EFFECT OF COMPLIANCE WITH THIS POLICY

Compliance with these guidelines for trading in the Company’s securities does not absolve that individual from complying with the law, which must be the overriding consideration when trading in the Company’s securities.