Business Ethics Policy

Foreword

We atPRO RIDE Limited have an excellent reputation of conducting all of our business according to the highest principles of business ethics. We are proud of this reputation and we are committed to conducting our business activities with honesty, and in full compliance with the laws and regulations of the Republic of Uganda and any other country in which we currently do business in or shall do so in the future. We also believe in treating our employees with the same principles.

Every PRO RIDE Limited director, officer or employee, is expected to know where we stand on basic ethical issues, so that we can act accordingly.

The following Business Ethics Policy sets down the guidelines for business conduct at PRO RIDE Limited. It is our firm intention that these standards and rules guide the actions of all our team (from the top to the very low tier staff). We ask and require everyone to pledge his or her support to this important policy.

Statement of Policy

The PRO RIDE Limited Code of Business Conduct was prepared to provide all staff, as well as those with whom we do business and the general public, with a formal statement of our Company’s commitment to the standards and rules of ethical business conduct. All Staff are expected to review this Code, and in so doing, agree to comply with its principles. This Code should be considered the basis on which each staff member conducts business on behalf of PRO RIDE Limited, and is the cornerstone of PRO RIDE Limited‘s ethical business practices.

A code of conduct cannot cover all circumstances or anticipate every situation. Staff members encountering situations not addressed specifically by this Code are required to apply the overall philosophy and ethical standards observed by honorable people everywhere. Situations that are not covered may be reviewed with one of our section managers, or as appropriate, senior management of the Company.

Use of Company Funds and Assets

The assets of the Company are to be used solely for the benefit of the Company and only for valid business purposes.

The assets of PRO RIDE Limited are much more than our vehicles, physical plants, equipment, inventory, company funds, or office supplies. They include technologies, concepts, business strategies and plans, financial data, and other information about our business. These assets may not be improperly used to provide personal gain for Staff or others.

Staff may not transfer any of the assets to other people, except in the ordinary course of business. On occasion, some assets of the Company no longer needed in the business may be sold to Staff. Such sales must be supported by properly approved documentation signed by an appropriate authority other than the staff member benefiting from the purchase.

Confidential Information

As part of our job, we or you (individual staff member) may have access to confidential information about PRO RIDE Limited, its customers, suppliers and competitors.

Until material information has been made public, this information is not to be disclosed to coworkers who do not have a business need-to-know, nor to non-Staff (including former Staff) for any reason except in accordance with established corporate procedures, which may include confidentiality agreements when appropriate.

Staff members may not use confidential information obtained on the job for personal financial gain or other personal financial transactions. “Confidential information” includes information or data on products, business strategies, company manuals, material, processes, systems, procedures, etc., as well as all financial data.

If there is any question as to whether information is confidential material or whether it has been publicly disseminated, Staff members should take the initiative to consult with a Company officer or director prior to initiating any transaction, or discussing any significant information with anyone outside the Company.

Conflicts of Interest (Personal Financial Interests & Outside Activities)

Staff members are required to avoid any outside financial interest that might influence their work, company decisions or actions. Staff members are also required to avoid outside employment or activities that materially decrease the performance, impartiality, judgment, effectiveness, or productivity expected from them on his or her job. In other words, staff members should avoid situations in which their/your private interests conflict or interfere with their/your duty to be loyal to the Company.

Conflicts can arise from situations that benefit staff members directly, or from situations that have a negative impact on the Company. Examples of conflicts include the following situations:

1) Using your position in the Company to hire family members or friends, including consultants;

2) Making significant use of Company time or resources for private personal interests such as surfing the net or doing private mailings for your club;

3) Making significant use of Company time, equipment, work areas, phones or computers to benefit your private business interests such as doing private research to invent patents not related to Company interests, running an outside business, or working on personal equipment

4) Using your position in the Company to influence purchasing decisions for businesses you own, or are owned by family members or friends, so that the Company pays more than from other sources;

5) Influencing purchasing decisions to get event tickets or invites, services or goods for personal consumption;

6) Using Company resources to achieve promotions in professional or other organizations which are not work-related,

7) A personal or family interest in an enterprise that has material business dealings (e.g., competitors, supplies, and customers) with PRO RIDE Limited (this restriction does not apply to minimal holdings of the stock or other securities of a corporation whose shares are publicly traded, and which may incidentally do business with PRO RIDE Limited).

These situations are provided as illustrations, so this list is not complete.

If you are uncertain as to whether you may have a conflict of interest due to your investments or outside activities, you should consult with your manager, the Human Resource Department or senior management of the Company. If you have a conflict of interest, or are engaged in a transaction or relationship that could reasonably be expected to give rise to such a conflict, you must promptly report the conflict of interest to senior management of the Company. If you are a member of senior management or the Board of Directors, you may not engage in any activity giving rise to an actual or potential conflict of interest without the prior approval of our Audit Committee.

Compliance with Laws

The business of the Company must be conducted in compliance with all applicable laws, rules and regulations at all national and local levels of government in the Republic of Uganda and at all levels of government in any non-Ugandan jurisdiction in which we do business. In some cases, the interpretation of laws, rules and regulations may be difficult, but we have access to legal advice and will furnish such advice as necessary to enable all staff members to comply with this policy.

Dealing With Suppliers and Customers

We obtain and keep our business because of the quality and value of our products and services, and the respect and confidence we instill in our customers. Conducting business with suppliers and customers can pose ethical or even legal problems, especially in areas outside Kampala, remote or cross-border transactions where local laws and practices may be different from those with which we are familiar. The following guidelines are intended to help all Staff to make the “right” decision in potentially difficult situations:

Kickbacks and Rebates

Purchases or sales of goods and services must not lead to Staff or their families receiving personal kickbacks or rebates. “Kickbacks or rebates” can take many forms and are not limited to direct cash payments or credits. In general, if the staff member stands to gain personally through the transaction, it is prohibited. Such practices are not only unethical, but in many cases, are illegal.

Air travel miles and other travel award programs attributed to the staff member business travel are an acceptable personal reward for the inconvenience of travel.

Reciprocity

In many instances, PRO RIDE Limited purchases goods or services from a supplier who also buys goods or services from us. This practice is normal and acceptable, but any form of pressure for reciprocity with that supplier is not. Suppliers must not be asked to buy our products or services in order to become or continue to be a supplier to PRO RIDE Limited.

Gifts or Gratuities

Staff or any member of a staff member’s immediate family may not accept gifts of money under any circumstances, nor may they solicit non-monetary gifts, gratuities, or any other personal benefit or favor of any kind from suppliers or customers.

Staff and members of their family may accept unsolicited, non-monetary gifts from a business firm or individual doing or seeking to do business with PRO RIDE Limited only if:

(1) The gift is of nominal value; or

(2) The gift is primarily of an advertising or promotional nature. Gifts of more than nominal value may be accepted if protocol, courtesy or other special circumstances exist, as sometimes happens with international transactions. However, all such gifts must be reported to management, Controller or the Human Resource Department who will determine if the staff member may keep the gift, return it, or whether it should more appropriately become Company property.

Entertainment

From time to time, Staff members may offer or accept entertainment, but only if the entertainment is reasonable, occurs infrequently, and does not involve lavish expenditures. Offering or accepting entertainment, that is not a reasonable adjunct to a business relationship, but is primarily intended to gain favor or influence, should be avoided.

Payments to Agents, Representatives or Consultants

Agreements with agents, sales representatives, or consultants must be in writing in corporate standard format, and must clearly and accurately set forth the services to be performed, the basis for earning the commission or fee involved, and the applicable rate or fee.

Any such payments must be reasonable in amount, not excessive in light of the practice in the trade, and commensurate with the value of the services rendered.

The agent, sales representative or consultant must be advised that the agreement may be publicly disclosed and must agree to such public disclosure.

In some countries or as part of some of the contracts we enter into, there may be a prohibition of the use of agents or limit the rate of commissions or fees.

Payments to Government Employees

Payments of money, gifts, services, entertainment or anything of value may not be offered or made available, directly or indirectly, to any government official or employee.

Such payments or offers are never legal in the Republic of Uganda. Such payments should not be made in other countries, even if legal there, if they are in violation of Ugandan laws, regardless of the nationality of the recipient.

Other Improper Payments

Payments or offer of benefit of any kind other than those included in standard marketing policies of the Company may not be made to customers or prospective customers as an inducement for them to buy our products.

Only inducements specified in PRO RIDE Limited‘s marketing policies and available to all customers in similar circumstances on an equal basis may be offered by PRO RIDE Limited‘s Staff.

The use of PRO RIDE Limited‘s funds or assets for any unlawful or unethical purpose is strictly prohibited. Any payment which is improper when made by a PRO RIDE Limited member of staff is likewise improper if made by a commissioned agent, consultant, or other third party on behalf of PRO RIDE Limited, where PRO RIDE Limited knows or has reason to know that the payment to a third party is for any purpose other than that disclosed on the payment documentation.

Sales must not be billed at prices which exceed PRO RIDE Limited‘s normal prices for the product and level of distribution involved, to avoid questions of overbilling and possible rebates.

Books and Records

Falsification of Records

No fraudulent, false or artificial entries shall be made in any of the books or records of the Company or in any public record for any reason, nor should permanent entries in the Company’s records be altered in any way.

No payment or receipt on behalf of PRO RIDE Limited may be approved or made with the intention or understanding that any part of the payment or receipt is to be used for a purpose other than that described in the documents supporting the transaction.

“Slush funds” or similar off-book accounts, where there is no accounting for receipts or expenditures on corporate books, are strictly prohibited. (Reserves for contingencies accounted for on the books are not considered slush funds.)

In the event that we are doing business in an environment where certain discretionary funds are permitted or even encouraged by local law and custom and are in accordance with local practice, such funds may be established only with the prior approval of the CEO of PRO RIDE Limited (who will seek both sound external financial and legal counsel first)

Retention of Records

Disposal or destruction of the Company’s records and files is not discretionary with any staff member, including the originator of such records.

Legal and regulatory practice requires the retention of certain records for various periods of time, particularly in the tax, personnel, health and safety, environment, contract, and corporate structure areas.

In addition, when litigation or a client/government investigation or audit is pending or imminent, relevant records must not be destroyed until the matter is closed.

Destruction of records to avoid disclosure in a legal proceeding may constitute a criminal offense.

Disclosures in Reports and Documents

It is important that we provide our constituents with information that is accurate, complete, objective, relevant, timely and understandable. In particular, if you are the Company’s Chief Executive Officer, Chief Financial Officer/ Head of Finance and Administration, Managing Director, Chief Accounting Officer or a person performing similar functions, it is required that you must do your best to ensure that reports and documents filed with or submitted to a local regulatory authority or under contract to a firm contracting our services, or otherwise publicly communicated by the Company, contain full, fair, accurate, timely and understandable disclosure.

If any staff member becomes aware that any information contained in such reports or publicly communicated by the Company is materially false or misleading or omits material information, that staff member must promptly disclose that fact to either the head of our Audit Committee, or the Chairman of the Board of Directors in accordance with the Company’s procedures for the receipt, retention and treatment of complaints and concerns regarding accounting, internal control or auditing matters. Such reports may be made on an anonymous basis.

Competitive Practices

Communications with Competitors

It is not illegal and may be appropriate for representatives of PRO RIDE Limited and its competitors to meet and talk from time to time.

In such conversations, staff members should scrupulously avoid comment on such topics as pricing, production levels, marketing methods, inventories, product development, sales territories and goals, non-public market studies, and any proprietary or confidential information.

Discussions regarding customers must be limited to the exchange of credit information.

If the your job at PRO RIDE Limited brings you into contact with customers, competitors, or suppliers on a regular basis, you should be familiar with any antitrust issues that affect PRO RIDE Limited and consult with PRO RIDE Limited‘s legal counsel whenever questions arise that may involve antitrust implications.

Information about Competitors

As a business that competes in the marketplace, we seek economic knowledge about our competitors.

However, we will not engage in illegal or improper acts to acquire a competitor’s trade secrets, customer lists, and information about company facilities, technical developments or operations.

In addition, we will not hire a competitor’s employees for the purpose of obtaining confidential information, or urge competitors’ personnel, customers, or suppliers to disclose confidential information, nor shall we seek such information from competitors’ employees subsequently hired by PRO RIDE Limited.

Political Activities and Contributions

PRO RIDE Limited encourages each of its Staff to be good citizens and to fully participate in the political process, but Staff members who participate in partisan political activities must make every effort to ensure that they do not create the impression that they speak or act on behalf of PRO RIDE Limited.

Staff members are reminded that Ugandan law and the statutes of most states prohibit PRO RIDE Limited from contributing to political candidates, political parties, or party officials, except through approved methods such as Political Action Committees.

PRO RIDE Limited Staff visiting or residing in a country other than their home country should refrain from any political activities associated with that country.

Safety, Health and Environment

PRO RIDE Limited is committed to providing a safe and healthy work place for our Staff and for visitors to our premises. We are equally committed to preventing deterioration of the environment and minimizing the impact of our operations on the land, air and water.

These commitments can only be met through the awareness and cooperation of all PRO RIDE Limited Staff. We each have a responsibility to abide by safe operating procedures, to guard our own and our fellow staff member’s health, to maintain and utilize pollution control systems, and to follow safe and sanitary procedures for the disposition of industrial and hazardous waste materials.

Specific rules and instructions in each of these areas are published and posted in various places throughout the Company’s facilities, and it is the responsibility of each employee to become familiar with them and to observe them.

In the Republic of Uganda, and many other countries in which PRO RIDE Limited operates or shall operate in the future, regulatory agencies exist under federal, state or local jurisdiction to ensure compliance with safety, health and environmental protection laws and regulations. It is PRO RIDE Limited‘s policy to comply with both the letter and the spirit of the laws and regulations imposed by these agencies, and to attempt to develop a cooperative attitude with inspection and enforcement personnel from the agencies.

In keeping with this spirit, Staff are encouraged to report to their managers, conditions that they perceive to be unsafe, unhealthy or hazardous to the environment.

Dealing with Each Other

PRO RIDE Limited is committed to maintaining a positive constructive working environment where all Staff may pursue personal career satisfaction.

We will not tolerate harassment based on race, color, religion, sex, national origin, age, physical or mental disability, or any other protected characteristic afforded protection under the Republic of Uganda, state, municipal or local law. These forms of harassment not only violate Company policy but also are illegal. Regardless of the existence of such laws in any jurisdiction where we operate, discrimination or harassment against any person by another will not be tolerated.

Drugs

The use of intoxicating, addictive or illegal drugs on the job or on PRO RIDE Limited‘s premises is prohibited.

Use of prohibited substances off the job or off of PRO RIDE Limited‘s premises may also be the subject of corrective action if such use impairs the job performance of an a staff member, the reputation of the Company, or endangers the health or safety of other Staff.

Implementation

This Business Ethics Policy outlines the way we want to treat others, as well as the way we want to be treated. All Staff receive a copy of this policy and are expected to adhere to it. Staff members are encouraged to consult with line management, or as appropriate, senior management of the Company prior to taking any action whenever the proper course of conduct is in doubt. Any failure to adhere to this policy may result in disciplinary action, up to and including termination of employment.

PRORIDE LIMITED Employees

All Staff are expected to report violations of this policy.

Such violations of this policy or any other inappropriate activity in the workplace may be reported to any member of management, or via the anonymous and confidential reporting system maintained by the Company. The specific procedures for making such an anonymous and confidential report will be periodically communicated to all employees, and will be continually posted for employee access.

The Company’s audit team (internally formed comprised of elected staff at all levels or an independent appointed auditor) shall be responsible for receiving and investigating the anonymous reports. They, along with the Audit Committee as it deems appropriate, will timely investigate the allegations, and document their findings and conclusions. The executive officers of the Company will take action as directed by the Audit Committee.

Failure to report any violations of this policy, failure to cooperate with any investigation of any alleged violation of this policy or the submission of information that is known to be false in response to an investigation of any alleged violation of this policy is, in itself, a violation of this policy.

Reprisal action against any staff member or other person who in good faith reports suspected violation of this policy is not permitted, and any such reprisal actions will be deemed a violation of this policy.

Officers and Managers

All officers and managers are responsible for ensuring this policy is used to guide the actions of Staff. They are also responsible for investigating any alleged violations of the policy.

Board of Directors

The Board of Directors of PRO RIDE Limited believes management is conducting business in accordance to this policy.

The Board upon notification of willful violations of the policy shall assure that violations will be addressed, that the legal rights of individuals are protected, the Company’s legal obligations are fulfilled, and that proper corrective action is taken.

The Board will further see that measures are put into place to prevent recurrence of violations.

Waivers of the Policy

Any waiver of the policies set forth herein for executive officers or directors may be made only by the Board of Directors and must be promptly disclosed to shareholders as required by law.

 

 

John T. “Chipper” Adams

Executive Director /CEO, PRO RIDE Limited

September 2010

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