The Conflicts of interest Policy.

We draft conflict of interest policy for Midland Cosmos ltd in Nigeria

This draft Conflict of Interest Policy for Midland Cosmos Ltd is designed to comply with the Companies and Allied Matters Act (CAMA) 2020 and the Nigerian Code of Corporate Governance (NCCG) 2018.

CONFLICT OF INTEREST POLICY: MIDLAND COSMOS LTD

1. Purpose

The purpose of this policy is to protect the interests of Midland Cosmos Ltd when it is contemplating entering into a transaction or arrangement that might benefit the private interests of a director, officer, or employee. This policy is intended to supplement, but not replace, the provisions of Section 306 of CAMA 2020 regarding directors' fiduciary duties.

2. Scope

This policy applies to all directors, senior management, and employees of Midland Cosmos Ltd.

3. Identifying a Conflict of Interest

A conflict of interest arises when a person’s loyalties or actions are divided between Midland Cosmos Ltd's interests and those of another person or entity. Examples include:

Outside Business Interests: Holding a directorship or significant shareholding in a competitor, supplier, or customer.

Related Party Transactions: Engaging in business with a company owned by a family member or close associate.

Corporate Opportunities: Exploiting for personal gain an opportunity that belongs to the Company.

Gifts and Hospitalities: Accepting gifts from third parties that could influence business decisions.

4. Disclosure Procedures

Annual Declaration: Every director and senior executive shall complete a "Declaration of Interest" form upon appointment and annually thereafter.

Ad Hoc Disclosure: If a conflict or potential conflict arises during the year, it must be disclosed immediately in writing to the Company Secretary or the Board Chairman.

Meeting Disclosures: At the start of every Board or Committee meeting, members must declare any interests in items on the agenda.

5. Management of Conflicts

Recusal: Any person with a conflict of interest shall not participate in the discussion or vote on the matter. They must exit the room during such deliberations.

Independent Review: The Board (excluding the interested party) will determine by a simple majority if a conflict exists and if the transaction is fair and in the best interest of Midland Cosmos Ltd.

Arm's Length Transactions: All related party transactions must be conducted on terms no less favorable to the Company than those available from independent third parties.

6. Records and Reporting

The Company Secretary shall maintain a Register of Interests, which will be updated regularly.

All disclosures and subsequent board decisions regarding conflicts must be meticulously recorded in the meeting minutes.

Material conflicts of interest and related party transactions must be disclosed in the Company’s Annual Report.

7. Violations and Sanctions

Failure to disclose a conflict of interest is a breach of fiduciary duty under Section 306(3) of CAMA 2020.

Accountability: Any secret profit made from an undisclosed conflict must be accounted for and returned to the Company.

Disciplinary Action: Violations may lead to disciplinary action, including dismissal for employees or removal from the Board for directors.

8. Policy Review

The Board of Midland Cosmos Ltd shall review this policy every three (3) years to ensure it remains aligned with evolving Nigerian regulatory standards.

Approved By: __________________________ (Board Chairman)

Date: January 18,

To complete the operational framework for Midland Cosmos Ltd, the following appendices and implementation guidelines should be attached to the main policy to ensure full compliance with the Nigerian Code of Corporate Governance (NCCG) and CAMA 2020.

Appendix A: Conflict of Interest Disclosure Form

Each Director/Employee must complete this form annually or when a new conflict arises.

1. Personal Details

Full Name: __________________________

Position: __________________________

2. Directorships and Shareholdings

List any companies where you or a close family member (spouse, child, parent) serve as a director or hold more than 5% of issued share capital:

3. Potential Conflicts

Describe any relationship, transaction, or involvement with external entities that may interact with Midland Cosmos Ltd (e.g., suppliers, clients, consultants):

4. Declaration

I hereby certify that the information above is true and complete. I agree to notify the Company Secretary of any change in these circumstances immediately.

Signature: __________________________ Date: _________________

Appendix B: Gift and Hospitality Thresholds

In line with Nigerian anti-corruption best practices, Midland Cosmos Ltd sets the following limits:

Nominal Value: Gifts with a retail value exceeding ₦50,000 (or as determined by the Board) must be disclosed to the Internal Audit department.

Prohibited Items: Cash gifts, loans, or high-value items (e.g., jewelry, electronics) from current or potential contractors are strictly prohibited.

Gift Register: The Company Secretary shall maintain a central Gift Register for all items declared.

9. Implementation and Training

Induction: New directors and staff must receive a copy of this policy as part of their onboarding process.

Whistleblowing: Employees are encouraged to report suspected undisclosed conflicts of interest via the company’s [Whistleblowing Portal/Hotline]. Midland Cosmos Ltd guarantees protection from retaliation for reports made in good faith.

Governance Oversight: The Statutory Audit Committee or the Governance/Remuneration Committee shall have the primary oversight role in monitoring compliance with this policy.

10. Legal Guidance for the Board

For Midland Cosmos Ltd to remain fully compliant in 2026, the Board should refer to:

The Corporate Affairs Commission (CAC) Portal for filing changes in directorship or significant control.

The Financial Reporting Council of Nigeria (FRCN) for updates on the Nigerian Code of Corporate Governance.

CAMA 2020 (Sections 303-307): Specifically regarding the legal voidability of contracts where a director failed to disclose an interest.

End of Policy Document

Disclaimer: This draft is for informational purposes and should be reviewed by a qualified Nigerian legal practitioner to ensure it meets the specific operational needs of Midland Cosmos Ltd.