Code of Conduct, Ethics & Disciplinary Procedure

1. Purpose

Forhill Limited is committed to maintaining the highest standards of integrity, professionalism, accountability, safety and ethical conduct in all its business activities.

This Code of Conduct, Ethics & Disciplinary Procedure establishes:

The standards of behaviour expected from all Team Members
The ethical principles governing business conduct
The Company's expectations regarding compliance, confidentiality, HSE and professional behaviour
The process for reporting and investigating alleged misconduct
The principles governing disciplinary action
The rights and responsibilities of employees during disciplinary proceedings
The process for appeal and corrective action

The purpose is to promote a workplace characterised by integrity, respect, safety, accountability, professionalism and continual improvement.

2. Scope

This Procedure applies to all persons working for or representing Forhill Limited, including:

Permanent employees

Probationary employees

Temporary employees

Interns

Directors and officers

Consultants

Contractors

Project personnel

Representatives acting on behalf of the Company

Where contractual or statutory requirements impose additional obligations, those requirements shall also apply.

3. Forhill Limited Core Values

All Team Members are expected to demonstrate the Company's core values.

3.1 Integrity

Act honestly, ethically and transparently.

3.2 Excellence

Strive for quality, professionalism and continual improvement.

3.3 Safety and Security

Prioritise the protection of people, assets, information and the environment.

3.4 Respect and Inclusion

Treat colleagues, customers, contractors and other stakeholders with dignity and fairness.

3.5 Innovation and Sustainability

Promote responsible innovation and sustainable business practices.

3.6 Accountability

Take responsibility for decisions, actions and results.

3.7 Teamwork

Work collaboratively to achieve common objectives.

4. General Code of Conduct

Every Team Member shall:

1. Act honestly and professionally.

2. Comply with Company policies and procedures.

3. Comply with applicable laws and regulatory requirements.

4. Protect Company property and information.

5. Protect client information and confidentiality.

6. Observe HSE requirements.

7. Treat colleagues and stakeholders respectfully.

8. Avoid conflicts of interest.

9. Report suspected misconduct.

10. Cooperate with authorised investigations.

11. Maintain professional standards when representing Forhill Limited.

12. Take responsibility for their actions and decisions.

5. Compliance with Laws and Regulations

Team Members shall comply with applicable Nigerian laws, regulations, contractual obligations and Company policies relevant to their duties.

Particular attention shall be given to applicable requirements relating to:

Employment and labour Anti-bribery and corruption Data protection and privacy Health and safety Environmental protection Financial and commercial activities Security operations Procurement Confidentiality Professional licensing and certification

Prohibited conduct includes, but is not limited to:

Bribery Corruption Fraud Theft Embezzlement Money laundering Discrimination Harassment Deliberate violation of applicable safety requirements

6. Conflicts of Interest

Team Members shall avoid situations where personal interests conflict, or appear to conflict, with the interests of Forhill Limited.

Potential conflicts may involve:

Family relationships Personal businesses Financial interests Suppliers Customers Competitors Contractors Recruitment decisions Procurement decisions

Any actual, potential or perceived conflict of interest shall be promptly disclosed to the Line Manager and/or Admin. HRQ Manager.

Where appropriate, the Company may require the employee to complete a Conflict of Interest Declaration Form. The Company shall determine appropriate measures to manage the conflict.

7. Gifts, Hospitality and Anti-Corruption

Team Members shall not offer, request, solicit or accept anything of value intended to improperly influence a business decision.

Gifts and hospitality must be:

Reasonable
Modest
Transparent
Appropriate to the business relationship
Consistent with Company policy
Free from any expectation of improper influence

Cash or cash equivalents shall not be accepted as business gifts. Any gift above twenty thousand Naira (#20,000) shall be disclosed to Management and recorded in the appropriate register.

No employee shall receive:

Kickbacks
Secret commissions
Undisclosed supplier incentives
Personal payments from customers or vendors
Benefits intended to influence procurement or contract decisions

8. Confidentiality and Data Protection

Team Members may have access to sensitive Company and client information.

Confidential information includes, but is not limited to:

CCTV footage Access-control information Vehicle-tracking data Security reports Client information Alarm information Smart-home configurations Passwords and access credentials Technical drawings System configurations Commercial information Employee records Financial information

Team Members shall:

Protect confidential information
Access information only when authorised
Use information only for legitimate business purposes
Prevent unauthorised disclosure
Follow applicable data-protection requirements
Report suspected information-security breaches immediately

Employees shall not photograph, copy, download, transmit, publish or disclose confidential client information without proper authorisation. A serious breach of confidentiality or unauthorised disclosure of sensitive client information shall constitute serious or gross misconduct.

9. Use of Company Property and Resources

Company property shall be used responsibly and primarily for legitimate business purposes. Company resources include:

Vehicles Tools Equipment Computers Mobile devices Software Security systems Demonstration equipment Company funds Fuel Internet and communication systems

Team Members shall:

Protect Company property from loss or damage
Use equipment appropriately
Report loss, theft or damage promptly
Not use Company resources for unauthorised purposes
Return Company property when requested or upon leaving the Company

10. Communication, IT and Social Media

Team Members shall communicate professionally and responsibly.

Employees shall not:

Publish confidential Company information
Disclose client information
Publish sensitive security information
Misrepresent the Company's position
Use Company information for personal benefit
Make unauthorised public statements on behalf of Forhill Limited

Only authorised persons shall formally represent Forhill Limited in public communications. Employees using personal social-media accounts shall ensure that confidential Company or client information is not disclosed.

11. Health, Safety and Environment

Safety is a fundamental requirement of Forhill Limited's operations.

Team Members shall:

Follow applicable HSE procedures
Use required PPE
Report hazards, incidents and near misses
Follow safe systems of work
Use equipment correctly
Follow electrical safety procedures
Follow working-at-height requirements
Observe emergency procedures
Follow applicable environmental controls

Employees shall not knowingly undertake safety-critical work without the required competence, authorisation, equipment or safe system of work. Substance abuse while on duty is prohibited.

12. Workplace Respect and Equal Opportunity

Forhill Limited is committed to maintaining a workplace free from:

Discrimination Sexual harassment Bullying Victimisation Intimidation Workplace violence Retaliation Abuse of authority

All Team Members shall treat colleagues, clients, contractors and stakeholders with dignity and respect. Complaints shall be handled confidentially and investigated appropriately. Retaliation against a person who makes a genuine complaint or report in good faith is prohibited.

13. Fair Competition and Procurement

Team Members involved in procurement or commercial activities shall act fairly, objectively and transparently. Suppliers shall be evaluated based on appropriate criteria including quality, capability, price, reliability, compliance, delivery capability, and relevant experience.

Employees shall not:

Accept kickbacks
Manipulate procurement processes
Favour suppliers for personal benefit
Conceal conflicts of interest
Receive undisclosed commissions

14. Professional Conduct

Employees are expected to be punctual, follow lawful instructions, perform assigned duties diligently, maintain professional appearance appropriate to their role, communicate respectfully, protect Company reputation, maintain appropriate workplace behaviour, cooperate with colleagues, and maintain required professional competence.

15. Reporting Violations and Whistleblowing

Team Members are encouraged to report suspected:

Fraud Theft Bribery Harassment Safety violations Data breaches Conflicts of interest Serious misconduct Other violations of this Code

Reports may be made through appropriate Company channels, including:

Line Manager
Admin. HRQ Manager
Managing Director
Other authorised reporting channels established by the Company

Forhill Limited prohibits retaliation against individuals who make genuine reports in good faith. False or malicious allegations made deliberately may themselves constitute misconduct.

16. Misconduct Classification

Forhill Limited shall generally classify misconduct into three categories.

16.1 Minor Misconduct

Unauthorised lateness
Minor procedural breaches
Minor unprofessional behaviour
Excessive personal use of Company resources
Minor failure to follow administrative procedures

16.2 Serious Misconduct

Repeated minor misconduct
Serious negligence
Insubordination
Harassment
Falsification of records
Serious breach of confidentiality
Serious violation of Company procedures
Repeated failure to comply with reasonable instructions

16.3 Gross Misconduct

Theft, Fraud, Bribery
Serious corruption
Fighting or violence
Intoxication while on duty
Gross negligence resulting in serious loss or injury
Serious unauthorised disclosure of sensitive client information
Sabotage
Serious cybersecurity or system-security violations
Serious deliberate HSE violations
Serious criminal conduct affecting employment

The classification of an offence shall take account of the facts, circumstances, severity, intent, consequences and employee history.

17. Principles of Disciplinary Action

Fairness

Employees shall be given an opportunity to respond to allegations.

Consistency

Similar cases should be treated consistently, taking account of relevant circumstances.

Proportionality

The disciplinary response should reflect the seriousness of the misconduct.

Due Process

The Company shall follow the established investigation and hearing procedure.

Confidentiality

Disciplinary matters shall be handled discreetly.

Documentation

Relevant decisions and evidence shall be appropriately recorded.

Right of Appeal

Employees have the right to appeal disciplinary decisions.

18. Disciplinary Process

The standard disciplinary process shall be:

Allegation/Report

Preliminary Review

Investigation

Written Notification of Allegations

Employee Response

Disciplinary Hearing

Decision

Disciplinary Action / Corrective Action

Right of Appeal

Record & Follow-Up

Not every case will necessarily require every stage where the circumstances or seriousness of the matter justify a different lawful approach.

24. Disciplinary Sanctions

The Company may apply progressive discipline where appropriate:

1. Informal counselling / documented verbal warning

2. Formal written warning

3. Final written warning

4. Suspension or other appropriate corrective action

5. Termination/dismissal where justified

The stages are not necessarily automatic. The appropriate sanction shall depend on the seriousness and circumstances of the case. Gross misconduct may justify dismissal without progression through all stages, subject to due process and applicable requirements.

32. Disciplinary Decision Matrix

The following matrix provides guidance rather than an automatic sanction:

Conduct	Indicative Classification	Possible Action
Minor lateness	Minor	Counselling / warning
Repeated lateness	Serious	Written/final warning
Minor safety breach	Minor	Counselling/training
Serious safety violation	Serious/Gross	Appropriate disciplinary action
Insubordination	Serious	Written/final warning or stronger action
Harassment	Serious/Gross	Appropriate disciplinary action
Theft	Gross	May lead to dismissal
Fraud	Gross	May lead to dismissal
Bribery	Gross	May lead to dismissal
Serious confidentiality breach	Serious/Gross	Appropriate disciplinary action
Violence	Gross	May lead to dismissal
Deliberate sabotage	Gross	May lead to dismissal
Poor performance	Capability issue	PIP/training/coaching

The actual classification shall depend on the facts and circumstances of each case.

38. Employee Acknowledgement

I acknowledge that I have received, read and understood the Forhill Limited Code of Conduct, Ethics & Disciplinary Procedure.

I understand that I am required to comply with the standards and requirements contained in this document and applicable Company policies.

I understand that failure to comply may result in disciplinary action.

Employee Name: _________________________

Employee ID: _________________________

Department: _________________________

Position: _________________________

Signature: _________________________

Date: _________________________

39. Document Approval

Prepared By:

Mr. Victor C. Philip

Admin. HRQ Manager

Date: January 01, 2026

Approved By:

Mr. Gogo Macaulay

Chief Executive Officer

Date: January 01, 2026

Document Control

Document Information	Details
Document Title	Code of Conduct, Ethics & Disciplinary Procedure
Document Owner	Admin. HRQ Manager
Effective Date	01 January 2025
Revision	01
Review Frequency	Annual
Status	Controlled Document