1. STATEMENT OF POLICY

The Society of Petroleum Engineers Nigeria Council (hereafter referred to as ‘the Council” or “SPENC”) is committed to good corporate governance and to applying best-in-class standards of behavior as well as providing transparency in how it conducts its affairs. The Council has therefore instituted this policy to ensure the leadership of SPENC is effective and collectively responsible for the success and achievement of the objectives of the Council. Accordingly, this policy strives to ensure Council members understand, quickly assume and grow into their roles of providing the framework for the various Sections within Nigeria to pursue common interests, thereby increasing the effectiveness of SPENC. Therefore the establishment of this policy will not only enhance the Council’s credibility and commitment to ethical and good corporate behavior but will also promote accountability as well as the early identification and mitigation of risks in its activities .

Specifically, this policy shall be governed by the following principles:

1)      The members of SPENC represent the group of people legally charged with the responsibility to govern the  Society.

 2)      The Council will be responsible to all stakeholders, that is, to everyone who is interested and/or can be affected by SPENC.

3)      The Council’s role is to provide leadership of the Council within a framework of prudent and effective controls which enables risks to be effectively assessed and managed

5)      All Council members are expected to take decisions objectively in the best interests of their SPE Section and the  Council

 6)      The Council shall be headed by the Chairman and consists of Council members who are representatives of each of the Sections which, make up the Nigeria Council.

 7)      A Board of Trustees in line with SPENC Operating Guidelines.

8)      The Council shall meet regularly to discharge its duties effectively, with a formal schedule of matters specifically reserved for its decisions.

10)  In the event the Council invests in and partly/wholly owns other affiliated companies or subsidiaries in which its investments lie, the Council will operate a flat structure, which will ensure the Councils’ investments, and interests are protected.

a)      Each subsidiary and affiliated  company will be a limited liability company governed by SPENC and headed by its own Director who reports directly to the Council.

 DEFINITION OF THE COUNCIL

SPENC is made up of SPE section members nominated by their sections  to volunteer their skills and time to the Council free of charge. The voluntary donation of time and talent is the Council’s most vital asset, which it strives to encourage and support. The activities of the Council are broadly split into (1) Design & Development of policies, procedures, programs etc and (2) Implementation of approved policies, programs, etc Council member responsibilities are largely skewed towards the design and development activities as well as the decision-making for activities requiring implementation.

Specifically, the Council shall:

 2.1.1. Ensure the Mission, Purpose and Values of SPE International is aligned with and incorporated into, the activities of the Council

 2.1.2. Ensure the objectives and goals of the Council are aligned with the purpose and values of SPE International and are clearly articulated and documented

 2.1.3. Ensure that procedures and practices are in place that protect the Councils’ assets, investments and reputation

2.1.4.     Ensure that the Council complies with all relevant laws, regulations, norms and codes of best practices

2.1.5.     Identify key risk areas and key performance indicators of the Council so as to ensure the Council achieves its objectives and goals, while recognizing the wider interests of society in general

2.1.6.  Provide continuity for the Council by ensuring it has a clearly defined and transparent process for the succession of Council members

2.1.7.   Establish standing committees and a secretariat, which shall be responsible  for the day-to-day management, administration and implementation of the Council activities and goals

2.1.8.  Select and appoint a Executive Director to whom the responsibility for the day-to-day management of the Secretariat is delegated  as well as evaluate the performance of the Executive Director

 2.1.9.         Ensure the Executive Director has the moral, professional and other support required to effectively executive his/her functions, in furthering the goals of the Council.

 2.1.10.    Ensure the orienting and continuing education of Council members

ORGANISATIONAL STRUCTURE

 The diagram below represents the organogram of SPENC:

Click to view chart

• The composition of the Board of Trustees (BOT) shall be in line with SPENC operating guidelines

• The inaugural Board of Directors for SPVLTD and their tenure shall be in line with SPENC’s resolution
• There shall be a dotted line relationship between the Secretariat and SPVLTD, with the former providing some oversight and monitoring of the SPVLTD’s activities, on behalf of SPENC

The diagram below represents the organogram of the SECRETARIAT:

The secretariat shall be headed by an Executive Director (ED), who shall be responsible for implementing all policies, programs, and guidelines, approved by the Council and its standing committees as well as the day-to-day running of the activities of the Council..

The diagram below represents the organogram of the SPE Ventures Limited:

 Click to view chart

COMPOSITION OF THE COUNCIL

SPENC shall be composed of representatives from all the Sections within Nigeria, in line with the operating guidelines of SPENC. In addition, SPENC shall constitute and operate the following standing committees to enable the discharge of its duties as well as the achievement of its objectives:

a)      Finance & Audit

i)         Finance Operations

ii)       Fund Raising & Section Contribution

iii)      Investment

iv)     Audit

b)      Technical  

i)         Programs & Projects

(1)    Educational Activities & Programs

(2)    Student Activities & Programs

(3)    Policy Activities & Programs

(4)    Community Relations Activities & Programs

ii)       Information Technology

iii)      Volunteer Network

c)       Management & Services

i)         Human Resources

ii)       Legal

iii)      Liaison with Sections

iv)     Communication & Marketing

4.1.   CHARTER FOR FINANCE & AUDIT STANDING COMMITTEE

Mission

The Finance & Audit Committee shall assist SPENC in fulfilling its oversight responsibilities with respect to: reviewing and monitoring spending policy for the Council in line with approved guidelines; reviewing and monitoring the Council’s budget, including program and management appropriations and capital spending; financial reporting process, the system of internal control, the audit process and the Council’s process for monitoring compliance with laws and regulations and the Council’s Code of Ethics. The Audit Committee shall appoint and manage the independent auditor.

 Organization

• The Committee shall consist of at least six (6) members. Either the Chairman of SPENC shall designate the Chair of the Committee or the Committee shall elect its Chair from among its members
• The Committee shall meet regularly in line with scheduled meetings of SPENC or at such other times as the Committee shall determine.
• A majority of the Committee shall constitute a quorum for the transaction of business at any meeting thereof, and the act of a majority of the members of the Committee present at any meeting at which a quorum is present shall be the act of the Committee.
• No member of the Committee shall accept, either directly or indirectly, any consulting, advisory, or other compensatory fee from the Council other than in the capacity of a member of the standing committee.
• At least one member shall have accounting or related financial management experience.

• The Committee may establish subcommittees of not less than 3 members and may delegate to such subcommittees any responsibilities of the Committee. The Chair of the Committee shall designate the Chair of any subcommittee. 

Roles and Responsibilities

Review and make recommendations to the Council with respect to budgets, funding, and financial planning.
Review and make recommendations to the Council on spending policy consistent with approved programs/projects needs and financial planning
Monitor spending vis-a-vis approved budget
Review and approve financial implications of all major proposed programs/projects and transactions
Recommend and monitor any corrective actions taken to ensure compliance with financial goals.
Attend to such other matters as the Council may from time to time determine.
Maintain minutes of Committee meetings and report regularly to the Council
Oversee the Council’s system of internal controls and preparation of financial statements. In fulfilling this responsibility, the Committee shall:

1. Be directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditor preparing or issuing an audit or any related work (including resolution of disagreements between management and the outside auditor regarding financial reporting) and the outside auditor shall report directly to the Committee;
2. Review the outside auditor’s qualifications, independence and performance;
3. Review the scope, approach and cost of the audit;
4. Pre-approve all audit services and non-audit services to be provided by the Council’s outside auditor. In fulfilling this responsibility, the Committee may delegate to the Chair of the Committee the authority to grant pre-approval of such services, provided notice of such approval is then given to the entire Committee at the next meeting;
5. Review the Council’s internal audit function, including review of the charter, plans, activities, staffing and organizational structure of the internal audit function;
6. Review significant accounting and reporting developments and issues;
7. Review the annual financial statements audited by the outside auditors;
8. Review suggestions for improvements in internal controls from the internal and outside auditors;
9. Have the authority to engage independent counsel and other advisors, as it determines necessary to carry out its duties;
10. Review and monitor the Council’s internal controls and exercise oversight of management’s handling of the Council’s major financial and legal risk exposures;
11. Establish procedures for the receipt, retention and treatment of complaints or concerns received by the Council regarding accounting, internal accounting controls or auditing matters, including confidential, anonymous submissions from employees and other stakeholders.
12. Ensure compliance with the Council General Contracting Procedure(GCP).
13. Setting investment policies (subject to approval by the Council) and guidelines, including policies and guidelines regarding investment vehicles, prohibited investments, Investment KPIs etc.
14. Overseeing investment and reinvestment of the funds of the Council. The actual investment functions shall be done by the officers and employees of the Secretariat and to external investment managers, if approved by the Committee.
15. Monitoring the management of the funds by reviewing written reports from investment staff and by discussions with investment staff at Committee meetings that focus on the primary determinants of returns
16. Evaluating investment performance of the fund based on a comparison of actual returns with the Council’s absolute return objective, and with such other benchmarks as the Council or Committee may from time to time select. The evaluation will take into account compliance with investment policies and guidelines and risk levels.
17. Work with Secretariat staff to establish a fundraising plan, strategies and calendar. These include annual appeals, sponsorship, grants etc and to ensure secretariat staff implement approved plans
18. Monitor fundraising efforts to be sure that ethical practices are in place, that donors are acknowledged appropriately, and that fundraising efforts are cost-effective.
19. To promote image, visibility and case for support within the community.
20. Attend to such other matters as the Council may from time to time determine.
21. Maintain minutes of Committee meetings and report regularly to the Council

4.2.   CHARTER FOR TECHNICAL (PROGRAMS & PROJECTS) STANDING COMMITTEE

 Mission

 The Technical Committee shall assist the Council in its review and oversight, of the Council’s programs and projects to ensure they support the Council’s objectives. The Committee is responsible for the development and assessment of the various programs, projects and initiatives that will ensure the objectives of the Council are not only achieved but are also aligned with the program objectives of SPE International. The Committee is also responsible for broadly defining and developing the Information Technology policies of the Council, specifically the Secretariat.

 Organization

• The Committee shall consist of approximately half of the members and no member shall serve on more than one Program Committee at a time. The Chair of the Council shall designate the Chair of each Committee.
• Due to the quantity of programs/project and in order to involve other competent members of the association, it is expected the Committee will establish subcommittees of not less than 3 members and may delegate to such subcommittees any responsibilities of the Committee. The Chair of the Committee shall designate the Chair of any subcommittee.
• The Program Committees shall regularly in line with scheduled meetings of the Council or otherwise as appropriate. In general, the Committees will meet in concurrent sessions, but when the subject matter warrants, two or more Committees may meet in joint session.

Roles and Responsibilities

• Develop the scope and actual content of all approved programs, projects and initiatives as well as ensure they are properly implemented by the Secretariat. The Committee shall ensure that the Programs/Initiatives developed accomplish the following, amongst other things:
  • Ensure the programs help petroleum professionals be widely regarded as competent, ethical, and environmentally sensitive, and provide a vital and sustainable service to society.
  • Ensure  the programs attract students to careers in the petroleum industry.
  • Ensure the programs help petroleum professionals have a clear understanding of, and to articulate, the concepts of social responsibility, and, as industry ambassadors, participate in public discussion to understand community and government concerns and to share their knowledge of the industry.
  • Maintain an ongoing dialogue with and between Secretariat staff, program beneficiaries and the full Council, including over the course of each year a review of:
    • Any new Programs/Initiatives and any appropriate substantive shifts in strategy for existing Programs/Initiatives;
    • The performance of Programs, Project and Initiative, including program effectiveness, strength of staff, adequacy of resources etc;
    • Budget allocation recommendations, matching funding and staffing requests to strategic gaps or opportunities already discussed; and

4.3.   CHARTER FOR MANAGEMENT & SERVICES STANDING COMMITTEE

 Mission

 The Management and Services Committee shall assist the Council in fulfilling its oversight responsibilities of governance, management, overall communications, marketing, public relations and visibility. The Committee shall review: the Council’s governance policies and procedures; compensation and benefit policy for Secretariat staff; legal and personnel policies; and such other matters as the Council o Trustees may from time to time determine.

Organization

• The Committee shall consist of two designated council members and the Executive Director of the Secretariat. The Chair of the Council shall designate the Chair of the Committee.
• The Committee shall meet regularly in line with scheduled meetings of the Councilor at such other times as the Committee shall determine.
• A majority of the Committee shall constitute a quorum for the transaction of business at any meeting thereof, and the act of a majority of the members of the Committee present at any meeting at which a quorum is present shall be the act of the Committee.
• The Committee may establish subcommittees of not less than 3 members and may delegate to such subcommittees any responsibilities of the Committee. The Chair of the Committee shall designate the Chair of any subcommittee.

• Review long-term infrastructure needs of the Secretariat including operating systems and facilities.
• Review and make recommendations to the Council with respect to the Council’s governance policies, procedures and basic governance documents, such as the Bylaws and Committee charters.
• Review the compensation and benefit policy of employees within the Secretariat
• Review legal and personnel matters of the Secretariat. In fulfilling this responsibility, the Committee shall: review legislative, regulatory and legal matters that may affect the Council; etc
• Ensure the secretariat develops a marketing plan that is consistent with the overall and approved objectives, programs, initiative etc of the Council
• Develop the identity standards and guidelines which ensure the establishment of a consistent brand and image for the Council
• Ensure the secretariat develops specific marketing and visibility activities which promote the case for supporting the Council to the public and reinforce fundraising programs and monitor their implementation
• Ensure the development of a media relations protocol, media release template, and media contact list.
• Review stand-by succession plans for the Executive Director
• Develop orientation and development plans for Council members
• Ensure new Council members receive full, formal and tailored induction on joining the Council.
• Ensure Council members have access to independent professional advice at the Council’s expense, where they judge it necessary to discharge their responsibilities as council members
• Ensure all council members have access to the advice and services of the Secretary, who is responsible to the Council for ensuring that Council procedures are complied with.
• Periodically review and assess the adequacy of this charter.
• Attend to such other matters as the Council may from time to time determine.
• Maintain minutes of Committee meetings and report regularly to the Boar