code of ethics & business conduct · 2019-09-05 · aeci code of ethics & business conduct...

CODE OF ETHICS & BUSINESS CONDUCTwww.aeciworld.com

2 AECI Code of Ethics & Business Conduct

3AECI Code of Ethics & Business Conduct

TABLE OF CONTENTS

01

02

03

04

05

06

07

LEADERSHIP PLEDGE

POLICY STATEMENT

ETHICAL BUSINESS PRACTICES

ROLES & RESPONSIBILITIES

COMPLIANCE & REPORTING

DEFINITIONS

TIP-OFFS ANONYMOUS NUMBERS AND E-MAILS

Page 4

Page 5

Page 6

1. No Corrupt Practices2. No Unfair Practices3. No Breach of Trust4. No Harmful Practices5. Ethical Data Management

Page 7 Page 7Page 8Page 8Page 9

Page 10

Page 12

Page 13

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01LEADERSHIP PLEDGEAECI has made a commitment to itsstakeholders to conduct itself accordingto its BIGGER values (being Bold and Innovative in the creation of value, of Going Green, and being Engaged and Responsible.) Meeting that commitment is necessary to maintain the trust and respect of stakeholders. Without that trust and respect, we have no licence to operate.

Unethical conduct by AECI and itsRepresentatives undermines thecommitment made to stakeholders. At its worst, unethical conduct adversely impacts the very fabric of the societies in which we conductour business by destroying ordistorting markets, increasingpoverty and inequality, and placingat risk human health and theenvironment for present and futuregenerations.

AECI Representatives are required, without exception, to conduct themselves ethicallyand to avoid and prevent conduct which maycreate the perception that we condone or tolerate unethical conduct. The AECI Code of Ethics and Business Conduct (the Code) sets

out the general ethical principles we have adopted and provides concrete examples of the standard of conduct expected of our Representatives.

The Code does not cover every situation thatrequires ethical decisions. Where AECI Representatives encounter circumstances not covered by the general rules they are required to seek guidance and advice and in all circumstances to report instances of unethical conduct.

You can be assured that AECI Representatives will receive the full support of AECI’s Leadership when they decline to participate in unethical or unfair business or expose corrupt practices. Equally, those who abuse the trust placed in them by AECI or its stakeholders cannot expect to remain within our ranks.

It is important that all of us read the Codeand keep it within easy reach to ensure thatwe live our values in the daily performance ofour duties. We trust that you will personallyplay a pivotal role in contributing to oursuccess by conducting yourselves accordingto the letter and spirit of this Code of Ethics and Business Conduct.

Mark Dytor, Chief Executive 1 July 2019Khotso Mokhele, Chairman


02POLICY STATEMENTAECI is a premier supplier of products and services in chosen markets on the African continent and in selected international markets.

AECI will conduct its business strictly within the limits of sound values and good corporategovernance, and ensure that it maintains a sustainable business that reflects this ethos.

AECI is committed to a policy of fair dealing and integrity. This commitment, endorsed by theAECI Board, is based on the fundamental belief that business should be conducted honestly,fairly and legally. AECI will not engage in unethical business practices. The AECI Leadershipexpects all employees and other Representatives to share this commitment to high moral, ethical and legal standards.


03ETHICAL BUSINESSPRACTICESUnethical conduct is often illegal. AECI Representativesmust ensure that, within their areas of responsibility,AECI is not involved in, or associated with, illegal activities.

AECI’s commitment to its BIGGER values requires that AECI Representatives go further thanlegal compliance. The ethical standard is founded on five focus areas:

AECI is respectful of the diverse cultures and histories of the societies in which it operates. Where appropriate, AECI will adapt its approach to have regard for legitimate and equivalent practices provided that such equivalent practices are noted and receive prior approval from the Board.

1

3

2

4

5

NO Corrupt Practices

NO Unfair Practices

NO Breach of Trust

NO Harmful Practices

Ethical Data Management


1. NO CORRUPT PRACTICES

2. NO UNFAIR PRACTICES

AECI is not interested in securing business or achieving profits through corrupt practices.Corruption imposes an unacceptable burdenon the societies in which we operate and leads to the withdrawal of investment, increases the cost of doing business and diverts benefits away from those who are entitled to them.

For the purposes of this Code, corruptpractices means any act intended to obtain or conceal an illegal corporate benefit and/or to secure the misuse of entrusted power forcorporate gain. Corrupt practices include avariety of situations including bribery,defrauding suppliers or customers, moneylaundering, tax evasion, cash or other formsof payment to secure a licence or a contract,improper donations or sponsorships to political or related organisations and excessive gifts or entertainment intended to influence the recipient to AECI’s benefit.

We can be found liable for (and our reputation can be harmed) by third parties who carry out acts on our behalf which, if carried out by us, would constitute a breach of this Code. We can also inherit the consequences of corrupt practices when, for example, we acquire compromised assets or businesses. As a result we are expected to conduct a thorough investigation of the background and ethical values of all intermediaries, joint venture partners, potential acquisitions, business partners and CSI recipients when there is a reasonable risk that our association may facilitate corrupt practices or negatively impact our good reputation.

Under no circumstances will any AECIbusiness pay facilitation fees to secure licences or business.

(For more detail, consult the No Corrupt Practices Guidance Notes).

AECI constantly seeks to establish competitiveadvantages by maintaining an appropriate cost base, deploying world-class innovative technology, and providing value-adding customer-centric service and excellence and professionalism in all areas of activity.

AECI Representatives may not permit the Company to be involved in, and must take steps to ensure that it is not implicated in or associated with, any form of anti-competitive behaviour. Examples include collusion with a competitor on pricing or market-sharing, acquiring the confidential information of a competitor by espionage, or deliberately engaging in a restrictive trade practice.

(For more detail, consult the No UnfairPractices Guidance Notes).

AECI requires that its workplaces be freeof any form of unfair discrimination andharassment and that proactive steps betaken in all aspects of the employmentrelationship, from recruitment through to hiring, performance evaluations, compensation and promotion to ensure that its workplaces are diverse, inclusive, dignified and representative of the societies in which we operate.

(For more detail, consult the No UnfairPractices Guidance Notes).


3. NO BREACH OF TRUST

4. NO HARMFUL PRACTICES

AECI considers any form of exploitationas being contrary to its core values. It isimportant to AECI that those persons whoperform work for or on its behalf be fairlyincentivised, rewarded and remuneratedin accordance with the Company’s agreements with them. In exchange, AECI expects and trusts that its Representatives will at all times perform their functions in the best interests of the Company and never attempt to secure a benefit or advantage that belongs to the Company or use or abuse the Company’s assets for their own benefit.

The trust relationship is breached whereRepresentatives steal from or defraud theCompany or abuse the Company’s assets or benefit and expenses policies, place themselves in a position where their personal interests and the interests of the Company

are in conflict, or where such a conflict is unavoidable fail to disclose the conflict and recuse themselves from any decision related to that conflict. It also occurs where Representatives request or receive gifts in exchange for awarding contracts to suppliers or sell valuable information.

Finally, it occurs when representatives fail to adhere to the Delegation of Authority Framework or otherwise ensure that the Company is protected from commercial and reputational harm or administrative or criminal fines by failing to diligently perform the functions that they have been entrusted with or concealing evidence of that failure.

(For more detail, consult the No Breach of Trust Guidance Notes).

AECI Representatives must ensure that AECI’s activities do not result in physical,psychological or emotional harm to itsemployees or the general public. AECI’s aspiration is Zero Harm.

Most human activity alters the environment.AECI Representatives must:

• constantly seek to improve processes, products and practices to reduce adverse and potentially adverse impacts of AECI’s activities on the environment;

• consider environmental sustainability in the assessment of the feasibility of new products and development;

• where an adverse but acceptable impact on the environment is unavoidable, to apply for and monitor and assess compliance with the conditions of all environmental permits and licences.

AECI promotes human rights and will take steps to ensure that these rights are respected in all of its operations and supply chains.

(For more detail, consult the No Harmful Practices Guidance Notes).


5. ETHICAL DATA MANAGEMENT

AECI embraces the opportunities, challenges and responsibilities presented by the Information Age. How an organisationgenerates, stores and shares informationis critical to its success. However, misuse ofinformation may result in harm to thatorganisation and to third parties.

AECI Representatives must:

• treat all information received from AECI or generated in the course of their duties as belonging to AECI (AECI Information) and confidential unless the transfer of that information is expressly permitted, necessary for the purpose of performing their duties or functions or the AECI Representative has a personal obligation under law to do so;

• when processing AECI Information in the course of their duties, to do so on a “need to know” basis;

• never use AECI Information for their own benefit without AECI’s consent;

• comply with any contractual or legal restrictions on the storage, use and transfer of third party information agreed to by AECI;

• not generate or transfer information about the Company that is false or reasonably likely to damage the Company’s reputation;

• not collect, process or store personal information other than in accordance with acceptable international norms and in strict compliance with the domestic legal requirements of the jurisdictions in which AECI operates.

(For more detail, consult the Ethical DataManagement Guidance Notes).


04ROLES & RESPONSIBILITIES

AECI BOARD SOCIAL & ETHICSCOMMITTEE

MANAGEMENT

Approves the Code, the ethics strategy and equivalent practice requests.

Creates an ethical workenvironment, identifies ethicsrisk areas, employs ethicalassessment in the selection of third party business partners and employees, performs specific business ethics judgment-calls, and implements appropriate corrective actions for violations of the Code.

Receives reports, oversees strategy formulation and provides guidance.


GROUP COMPLIANCE

EMPLOYEES THIRD PARTIES

Comply with the Code and report non-compliance throughdefined channels.

Comply with contractualundertakings.

Reviews the Code, implements strategy, provides training,operates the Ethics Desk andcompiles reports.

3rd


05COMPLIANCE &REPORTINGAlthough contravention of the Code is seen as a serious matter, AECI also recognises that any investigations into contraventions of this Code must be treated with utmost confidentiality. If employees suspect that their actions have contravened the provisions of the Code, they are advised to contact their immediate Supervisor or Manager or the Group Compliance Officer.

AECI Representatives subject to this Codemust report any conduct that they reasonablybelieve may be a violation.

The Tip-offs Anonymous Line is run by Deloitte. Deloitte is contractually obliged to ensure the anonymity of persons making reports.

AECI will institute disciplinary and othermeasures for violations of this Code.

Issue Persons to report to

• Anonymous and all reporting of any conduct that may be in violation of the Code

• Tip-offs Anonymous Line• Human Capital Business Partner and/or

Line Manager

• Third party AECI Representative • Tip-offs Anonymous Line • Group Compliance Officer

• Conflict of interest• Declaration of outside interests• Outside work employment• Declaration of gifts/hospitality

• Line Manager

• Where your direct Line Manager (Senior Manager) is involved, consider the seriousness of the allegation before choosing the appropriate reporting channel

• Human Capital Business Partner• Group Compliance Officer• Tip–offs Anonymous Line• If the Chief Executive is at issue, contact

the Chairman of the Board

• Bullying• Sexual harassment/harassment• Unfair discrimination• Etc.

• Line Manager• Human Capital Business Partner• Group Compliance Officer• If reported via the Tip-offs Anonymous

Line, the report will be attended to by the Group Human Capital Executive


06DEFINITIONS

AECI/the Company AECI Limited and all its subsidiaries, divisions, joint ventures and associates.

AECI Representatives Persons authorised to perform functions or duties for or on behalf of theCompany including the AECI Leadership, the Company’s employees and thirdparties when acting in that capacity or in other circumstances covered by this Code.

AECI Leadership The Board of Directors, the Chief Executive, the Chief Financial Officer and the other ExecutiveCommittee members of AECI.

Code AECI Code of Ethics and Business Conduct.

Group Compliance OfficerAECI’s Compliance Officer.

Line Manager Any employee at Paterson Level D or above responsible for managing staff.


07TIP-OFFS ANONYMOUS NUMBERS AND E-MAILS

BOTSWANA

GHANA

INDONESIA

MAURITIUS

CHILE

MALAWI

NetworkGeneric (from landline)MascomOrange

Generic local number

Entel

Telecom only

Entel

ZAIN, TNM & Access only MTL only

0800 600 644711197091144

544315491

18030169932

8020270001

12300206779

8478000 0847

Phone number

E-MAIL: [email protected]: +27 (0) 73 897 5055

MAIN NUMBER: +27 (0) 31 571 5709Representatives in all countries should use this number unless a country or business has been allocated a different number (as detailed below)

WEBSITE: www.tip-offs.comPOSTAL ADDRESS: KZN 138, Umhlanga Rocks, 4320 (SA)

English 24/7. French during SA business hours (Monday-Friday 08h00-17h00 CAT) and voice mail after hours


KZN 138, Umhlanga Rocks, 4320 (SA)

NAMIBIA

SCHIRM (GERMANY)

SCHIRM (USA)

TANZANIA

ZIMBABWE

Network

MTC

Airtel

EconetNetoneTelecel

080 0003 313+27 11 929 3334 08191847

0800 181 2227

18663177033

800780026

0808 5500/ 44610716 800 189/ 0716 800 1900732 220 220/ 0732 330 330

Phone number

Swahili during SA business hours (Monday-Friday 08h00-17h00 CAT)

Approved on 29 May 2019 and effective from 1 July 2019.

DRAFTERS:

REVIEWED AND SUPPORTED BY:

APPROVED BY:

SIFISILE MNDEBELECompliance and Ethics Manager

JANINE REDDISenior Legal Counsel

MICHAEL BROUCKAERTGroup Compliance Offi cer

KHOTSO MOKHELEZELLAH FUPHE

MARK DYTORMARK KATHAN

NOMINI RAPOOGroup Company Secretary

VERSION APPROVAL DATEVersion 1 2011

Version 2 2019

CODE OF ETHICS & BUSINESS CONDUCTGuidance Notes

2 AECI Guidance Notes

ABOUTThe AECI Code of Ethics and Business Conduct (the Code) sets out the general ethical principles adopted by AECI (also referred to as the Company or the Group) and provides examples of the conduct expected of its Representatives. It does not cover every situation that requires an ethical decision. Where AECI Representatives encounter circumstances that are not covered, they must seek advice and guidance. They must also report instances of unethical conduct.

Further assistance may be obtained from the Ethics Desk ([email protected]) or byreferring to the Frequently Asked Questions (FAQs).

AECI Representatives who conduct ethical, fair business and do not expose the Group tocorrupt practices will receive the full support of its Leadership. Equally, those who abuse thetrust placed in them cannot expect to remain in the Group.

It is important that all AECI Representatives read the Code and ensure that they live the BIGGER values of being Bold, Innovative in the creation of value, of Going Green, and being Engaged and Responsible in their daily work.

ETHICAL BUSINESS PRACTICESAECI is committed to the belief that business should be conducted fairly, honestly and legally. Itwill not engage in unethical business practices and expects all its Representatives to share itscommitment to high ethical, legal and moral standards.

Unethical conduct is often illegal. AECI Representatives must ensure that the Company is notinvolved in, or associated with, illegal activities.

There are five main focus areas:

1 NO Corrupt Practices

2 NO Unfair Practices

3 NO Breach of Trust

4 NO Harmful Practices

5 Ethical Data Management

3AECI Guidance Notes

CORRUPT PRACTICESCODE

AECI is not interested in securing business or making profits through corrupt practices.

Corrupt practices are any act intended to obtain or conceal an illegal corporate benefitand/or to secure the misuse of entrusted power for corporate gain.

Examples are:

• bribery and corruption;• cash or other forms of payment to secure a contract or licence;• defrauding customers or suppliers;• excessive gifting or entertainment intended to influence the recipient to benefit AECI;• extortion;• fraud;• quid pro quo political contributions and/or sponsorships;• inappropriate dealings with politically exposed persons;• tax evasion.

In no circumstances will AECI pay facilitation fees to secure business or licences.

AECI will not intentionally make false representations or conceal material facts or collude with others to do so.

CP1

CP2

CP3

CP4

Bribery and corruption

PUBLIC: AECI will not offer to pay or pay or blackmail a Representative of a governmentdepartment, government-owned or controlled business, political party or official, orcandidate for political office, in order to influence a business decision.

FACILITATION PAYMENTS: AECI will not offer to pay, employ or blackmail agovernment representative or intermediary to expedite, facilitate or reward theperformance of a public official.

PRIVATE: AECI will not offer to pay or pay a representative of a competitor, customeror supplier to force him or her to act in a manner that would constitute a breach of this Code if performed by an AECI Representative.

GENERAL RULES

Fraud


Extortion

CP5 AECI will not concede to any demand or request for payment that would constitutebribery and corruption unless in danger and a report is made as soon as possible.

Political contributions and sponsorships

AECI will not make donations to any political parties or candidates.

AECI Representatives may be involved in political activity in their own time and makepolitical contributions in their personal capacities. However, they must:

• ensure that their activities are not mistaken for the activities of AECI;• not use Company time, property or equipment;• always make clear that their views and actions are their own and not those of AECI;• never seek reimbursement in any manner from AECI for their contributions.

CP6

CP7

CP8

Socio-economic development/community development

Any donations made on behalf of AECI to qualifying organisations, whether through directfinancial contributions or knowledge, service and time, must be aligned to the Group’ssocio-economic development strategy.

Giving gifts

CP9 AECI recognises the practice of giving gifts and gestures of goodwill provided:

• they are in compliance with this Code and local law;• they are not made to any government official;• they are not made in cash or a cash equivalent (e.g. gift certificate, loan, stock,• voucher, etc.);• their value is under ZAR1 500 (unless authorised by the Managing Director of the• business) and under ZAR3 000 (unless authorised by the Chairman of that

business);• they are given in the name of the Company and received openly;• gifts valued above ZAR500 are declared;• the recipient is given a letter confirming the value of the gift;• they are not given when receiving a contract or tendering for business;• no attempt is being made to influence a discretionary decision and/or violate the

law or AECI’s policies and practices.


CP10

CP11

AECI recognises the gesture of hospitality provided:

• the total estimated value of the hospitality does not exceed ZAR15 000 (unless authorised by the Chairman of the business) and is authorised by the Managing Director of the business in respect of amounts between ZAR1 500 and ZAR15 000;

• in the case of government officials, hospitality is limited to refreshments provided during business hours, on business premises, and a record of the approximate value of the refreshments is acknowledged by the official;

• hospitality which costs more than ZAR500 is declared;• business activities dominate over entertainment or personal activities;• there is a link to the Company (e.g. location);• AECI Representatives are in attendance;• AECI has control over entertainment activities;• entertainment does not include nudity, sex or illegal substances;• AECI does not pay allowances or reimburse “personal activities” for guests on a

business trip or site visit;• entertainment is limited to guests who have a legitimate purpose for making a business

trip or site visit (i.e. no acquaintances, family members, spouses, etc.);• travel arrangements are the same as those available to AECI Representatives (e.g.

business class internationally and economy class domestically);• paid-for travel is for to and from places of business only.

Money laundering and terrorist financing

AECI will not participate in or conceal the true nature, source, location, movement orownership of property, or the receipt, conversion or transfer of property, knowing thatthe property is derived from criminal activity.

AECI will collect a minimum level of customer identification information from customerswho engage AECI in any money service activity.

AECI will use risk-based measures to verify the identity of each customer who engages inany money service activity, record customer identification information and the verificationmethods and results, and provide notice to customers that the Company will seek identificationinformation and compare it with government-provided lists of suspected terrorists.

AECI will not fund terrorism.

AECI will use its best endeavours to prevent its charitable donations from funding terrorism.

AECI will employ due diligence and monitoring when engaging or transacting withPolitically Exposed Persons.

Giving hospitality

Politically exposed persons

CP12

CP13

CP14

CP15

CP16


UNFAIR PRACTICESCODE

AECI Representatives must ensure that the Company is not associated with or implicated inany form of anti-competitive behaviour.

Examples are:

• acquiring confidential information of a competitor by espionage (spying);• colluding with a competitor on price or market-division and customer allocation;• engaging in restrictive trade practices.

AECI also requires that its workplaces be free of any form of unfair discrimination andharassment and that proactive steps be taken to ensure that its workplaces are diverse,inclusive, representative and dignified.

GENERAL RULES

Compete fairly

GENERAL CONDUCT: AECI competes independently and openly in every market where it is active. It will not:

• act in a manner that unfairly benefits or favours one customer over another;• interfere in others’ pricing methods;• obtain or share competitors’ commercially sensitive information.

FC1

FC2

FC3

FC4

FC5

Prohibited practices

PRICE FIXING: AECI Representatives may not cooperate with a competitor to set the price at which goods or services are offered in a market.

RESALE PRICE MAINTENANCE: AECI Representatives may not dictate the minimum price or maximum discounts and margins distributors and/or resellers can make.

MARKET ALLOCATION: AECI Representatives may not work with competitors to divide customers or markets by segment or territory. This includes agreements not to compete for specific bid opportunities and/or customers.

BID RIGGING: AECI Representatives may not discuss or agree with competitors on anyaspect relating to a bid or tender. This includes agreements not to compete for specificbid opportunities and/or customers.


FC7

FC6

FC8

FC9

FC10

FC11

FC13

FC12

BOYCOTTS: AECI Representatives may not participate in any agreement withcompetitors that restricts business with a particular party.

PREVENTING OR LESSENING COMPETITION: AECI Representatives may not enter into any agreement or practice that intends to negatively impact the competitive environment generally.

Abuse of dominance

ABUSE OF DOMINANCE (general): where AECI is dominant, Representatives may not engage in any activity that intends to restrain the ability of other companies tocompete, unless it is on the basis of better products and/or services or lower prices.

EXCLUSIVE PURCHASING: AECI Representatives may not induce customers to buy goods and/or services exclusively from the Company.

PREDATION: AECI Representatives must avoid all conduct that could be termed“predatory”, such as setting very low prices to force out a competitor.

EXCESSIVE PRICING: AECI Representatives may not charge excessive prices.

TYING ARRANGEMENTS: AECI Representatives may not force a customer to buy twounrelated AECI products as a bundle unless there are valid justifications to do so.

Information sharing

COMMERCIALLY SENSITIVE INFORMATION (CSI): this is information that couldinfluence a commercial decision or strategy of AECI or a competitor such asinformation regarding markets, prices and strategies.

The golden rules are:

• AECI Representatives may not discuss, obtain or share CSI with competitors (including their employees and representatives as well as independent consultants, third parties or trade associations);

• AECI Representatives may not share information with competitors regarding the Company’s strategies in terms of its customers, markets, prices, sales, territories, volumes, etc.;

• AECI Representatives may not receive information from a supplier regarding its offer to one of the Company’s competitors;

• AECI Representatives may not receive information from a customer regarding a competitor’s bid or offer unless the bidding process is structured accordingly.


Examples of diversity are:

• age;• disability;• family responsibility;• gender;• HIV status;• language;

• marital status;• nationality;• political opinion;• pregnancy;• race;• religion;• sexual orientation.

Discrimination

This is the prejudicial or unjust treatment of people particularly on the grounds of age, race or sex.

• AECI Representatives may not practice any form of unjustified/unlawful discrimination;• AECI Representatives may not make obscene comments and offensive jokes which

refer to peoples’ characteristics;• AECI Representatives must report incidents of unjustified/unlawful discrimination

relating to, for example:

• recruitment and hiring;• performance evaluations and advancement;• job assignments;• training opportunities;• disparity in compensation (remuneration);• benefits;• promotion.

FC15

FC16

Harassment

AECI prohibits any form of behaviour that constitutes harassment.

• SEXUAL HARASSMENT: this is unwelcome conduct of a sexual nature (physical, verbal or written) that makes a person feel humiliated, intimidated or offended.

• BULLYING: this affects a person’s mental and physical health as a result of repeated, unreasonable behaviour.

• QUID PRO QUO HARASSMENT: this occurs when a person forces someone to surrender to his/her sexual advances by “influencing” his/her employment opportunities and prospects in the future.

FC14

Dignity and diversity

AECI Representatives will respect the dignity of their peers while upholding aprofessional work environment that is diverse and inclusive as well as free from abuse,bullying, discrimination, intimidation and threats or acts of violence.


BREACH OF TRUSTCODE

AECI expects and trusts that its Representatives will at all times perform their functions in thebest interests of the Group and never attempt to secure a benefit or advantage thatbelongs to the Company or use or abuse the Company’s assets for their own benefit.

Breach of trust occurs when AECI Representatives:

• abuse the Company’s assets and/or its benefits and expenses policies;• defraud or steal from the Company;• place themselves in a position where their personal interests and the interests of the

Company are in conflict;• fail to adhere to Limits of Authority; • fail to perform their functions;• request or receive gifts in exchange for awarding contracts;• sell valuable Company information.

GENERAL RULES

BT1 Examples of AECI assets include commercial information and opportunities discovered byAECI Representatives in the course of their work as well as intellectual and physicalproperty.

• AECI Representatives may only use Company assets and resources to further the business’ interests;

• AECI Representatives must keep Company assets secure, safe and available to AECI at all times;

• AECI Representatives may not use Company assets for illegal acts or that may cause reputational harm to AECI;

• personal use of cell phones, data and laptops may not take precedence over AECI-related work (for more, refer to the AECI Group Information Technology Acceptable Use Policy);

• AECI Representatives may not remove and/or fail to return AECI assets timeously from and to AECI premises without prior permission from their business contact or Line Manager;

• AECI Representatives may request prior permission from their Line Manager or business contact should they wish to use AECI assets for personal purposes;

• permission is subject to managerial discretion and should be granted in exceptional circumstances only. Permission on any one occasion may not give rise to any expectation that permission will be granted again in the future.

Unauthorised use/abuse of AECI assets


AECI Representatives may not commit fraud and/or theft.BT2

BT3

BT4

BT5

Fraud and theft

Limits of Authority

Insider trading

Conflict of interest

• collusion;• concealment; • deception;• false representation; • forgery.

Examples of property that can be stolen are:

• benefits; • equipment; • information;• materials; • products;

• money; • office supplies; • time.

Examples of fraud are:

AECI Representatives must always act faithfully and honestly towards the Company.

AECI Representatives must report any fraudulent act or theft to the Company.

AECI Representatives may only act on behalf of AECI where they are authorised to do so.

• AECI Representatives must know and understand the Limits of Authority (for more, refer to the Delegation of Authority Framework);

• AECI Representatives may only make decisions within the limits of their authority;• delegations of Limits of Authority must be in writing and the limits of authority and

the period of delegation must be stated.

• AECI Representatives may not disclose any information that is likely to affect the AECI share price to any person other than another AECI Representative or a Service Provider on a “need to know” basis (for more, refer to the AECI Limited Dealing in Securities and Price Sensitive Information Policy);

• AECI Representatives may not trade or enter into an arrangement where AECI shares are traded with price sensitive information that has not been made public.

• AECI Representatives are always required to act in the best interests of AECI while performing their duties and to perform their duties in a lawful manner, with care and diligence;

• AECI Representatives must avoid actual or potential situations where their personal interests conflict with their duty to act in AECI’s best interests;

• an actual or potential conflict of interest which does or may affect an AECI Representative’s ability to perform a job or observe the duty of good faith may result in the amendment to the terms or termination of employment or appointment.


Actual conflict of interest

An employee is in a position to be influencedby his/her private interests when doing their job.

Perceived conflict of interest

An employee is in a positionto appear to be influencedby his/her private interestswhen doing his/her job.

Potential conflict of interest

An employee is in a positionwhere he/she may be influenced in the future by his/her private interests when doing his/her job.

AECI Representatives must make an annual declaration in the prescribed format recording:

• any financial interest in a business (interest of up to 5% in a listed company does not need to be declared);

• any directorships or management positions held in other businesses;• any work performed for remuneration outside the employment relationship with AECI;• any interest (employment, financial or services) that a related person has in a

business that competes or conducts business with AECI;• any romantic involvement or family and spousal relationships with other AECI

Representatives or representatives of AECI’s business partners and competitors.

AECI Representatives must update the Declaration within 30 days of the occurrence of a change.

AECI Representatives may not,without the prior written consent of their Line Manager:

• be directly employed full- or part-time by any person or other business;• conduct any business on behalf of another company other than being a member/

shareholder of that company;• perform any work for a third party for remuneration.

An AECI Representative who has approval to participate in outside work must ensure that this work does not:

• demand excessive amounts of his/her attention, energy and time which would deprive AECI of his/her best efforts;

• allow a conflict of interest which could interfere with his/her independent judgement in AECI’s best interests.

An AECI Representative may not sit on more than one outside board at a time without the prior approval of the AECI Executive Committee.

BT6

BT7

Declaration of outside interests

Actual and potential conflict of interest


The Chief Executive may not sit on more than one outside board without the prior approval of the Nominations Committee.

Where there is an actual or potential conflict of interest, AECI Representatives must:

• immediately bring the conflict to the attention of their Line Manager or BusinessContact in writing;

• refrain from taking part in any decision affected by the conflict.

ROMANTIC RELATIONSHIPS: while AECI does not prohibit romantic relationships, AECI Representatives are discouraged from becoming romantically involved. Romantic relationships may adversely affect the workplace and are likely to give rise to a potential conflict of interest.

COOLING OFF PERIOD: AECI Representatives may not appoint former AECI Representatives to supply goods and services to the Company for a period of one year of leaving AECI without the prior approval of the AECI Executive Committee or the Board (if the AECI Representative was a member of the Executive Committee).

AECI recognises the practice of receiving gifts and gestures of goodwill provided:

• they are in compliance with this Code and local law;• they are not made in cash or a cash equivalent (eg gift certificate, loan, stock,

voucher, etc.);• their value is under ZAR3 000;• they are given in the name of the Business Partner and received openly;• the AECI Representative is given a letter confirming the value of the gift;• no attempt is made to influence a discretionary decision and/or break the law or

AECI’s policies and practices;• AECI Representatives do not accept a gift when there is (or could be) a conflict of

interest;• persons responsible for approving gifts in excess of specified limits record the

reason for their permission and that no conflict of interest is likely.

AECI recognises the gesture of hospitality provided:

• the total estimated value of the hospitality does not exceed ZAR15 000 (unless authorised by the Chairman of the Business) and is authorised by the Managing Director of the Business in respect of amounts between ZAR1 500 and ZAR15 000;

BT8

BT9

Receiving gifts

Receiving hospitality


• business activities dominate over entertainment or personal activities;• business Partner Representatives are in attendance;• the Business Partner has control over entertainment activities;• entertainment does not include nudity, sex or illegal substances;• AECI Representatives do not accept allowances or reimbursements for “personal

activities” while on a business trip or site visit;• entertainment is limited to AECI Representatives who have a legitimate purpose

for making a business trip or site visit (i.e. no acquaintances, family members, spouses, etc.);

• travel arrangements are consistent with that offered to Business Partner Representatives;

• persons responsible for approving hospitality in excess of specified limits must record the reason for their permission and that no conflict of interest is likely.


• declare all gifts and hospitality on the prescribed form;• include the necessary written approval for gifts and hospitality exceeding the

specified value.

BT10

Declaration of gifts and hospitality


NO HARMFUL PRACTICESCODE

AECI Representatives must ensure that the Group’s activities do not result in physical,psychological or emotional harm to its employees or the general public.


• constantly seek to improve processes, products and practices to reduce the impact of AECI’s activities on the environment;

• consider environmental sustainability in the assessment of the feasibility of new products, acquisitions and the like;

• apply for, monitor and assess compliance with the conditions of all environmental permits and licences.

GENERAL RULES


• provide a safe and healthy workplace for all people;• provide a psycho-social wellness environment for AECI Representatives and the

general public in the areas the Company operates;• comply with all relevant SHE legislation and other duty of care legislative

requirements;• responsibly manage the Company’s environmental impacts;• provide responsible stewardship of products through their lifecycle;• foster and encourage open dialogue with SHE stakeholders;• ensure that business partners do not violate fundamental human rights, exploit

children or otherwise undermine the enforcement of international law.

Modern slavery is child labour (including using children for hazardous work andprostitution), forced labour (including forced marriage), human trafficking and slavery.

• AECI will not employ children or permit any modern slavery practices in its operations;

• AECI will use its best endeavours to ensure its business partners, customers and suppliers do not engage in, facilitate or support modern slavery practices.

NHP1

NHP2

Safety, Health and the Environment (SHE)

Modern slavery


ETHICAL DATA MANAGEMENT CODE


• treat all information received from AECI or generated in the course of their duties as belonging to AECI (AECI Information) and confidential.This applies both during and after employment;

• when processing AECI Information in the course of their duties to do so on a “need to know” basis;

• never use AECI Information for their own benefit without the Company’s consent;• comply with any contractual and legal restrictions on storage, transfer and use of third

party information agreed to by AECI;• not generate or transfer false information about the Company;• not collect, process or store personal information other than in accordance with

acceptable international norms and in strict compliance with local laws.

EDM1

EDM2

GENERAL RULES

• AECI Representatives must respect the right to privacy of people whose personal information is controlled or received by them;

• when AECI collects personal information, the people concerned must be told why it is needed and what it will be used for. They must consent to that use;

• AECI Representatives must ensure that when they share or store personal information, it is secure from unauthorised access;

• AECI Representatives must collect and share the minimum personal information required for business use and only for as long as it is needed (for more, refer to the AECI Data Retention Policy).

• AECI Representatives must treat all information generated or received in the course of their work as AECI Information and must comply with the access and distribution rules applicable where information has been categorised. Any AECI Information that has not been categorised must be treated as confidential and must only be shared on a “need to know” basis. AECI Information may only be shared with third parties where it is protected through a written agreement. This applies both during and after employment;

• AECI Representatives may not use information for their personal benefit without written permission. When requesting permission, AECI Representatives must disclose the full details of the benefit;

Personal information

Confidential information


• confidential information belonging to or about third parties must ordinarily be obtained directly from the third party and the legitimate use, sharing and destruction of any record must comply with the terms of any agreement with the third party.

• AECI Representatives must not communicate false or misleading information about AECI;

• requests for information must be in writing. Responses, other than in the normal course of business, must be approved by the Managing Director of the business to which the information relates or the AECI Executive Committee if the request refers to other businesses or the Group as a whole.

• AECI Representatives are personally responsible for any content they publish online;• AECI Representatives are free to associate themselves with the AECI brand.

However, they must include the disclaimer “The views expressed are my own. AECI is not liable for the content” (for more, refer to the AECI IT Acceptable Use Policy);

• AECI Representatives must not publish confidential or other information which may negatively impact AECI’s brand or reputation;

• AECI Representatives may not publish any grievance. Grievances must be dealt with through internal processes;

• the personal publication and sharing of hate speech, incitement to violence or illegal content is contrary to AECI’s values and may lead to disciplinary action.

• AECI Representatives using equipment linked to AECI servers have a duty to protect AECI from cyber attacks and scams. No e-mails or websites may be accessed or opened unless the AECI Representative is reasonably satisfied that it does not contain malicious software;

• where an AECI Representative’s duties or employment are complete or terminated, the Line Manager/business contact must ensure that all confidential information is returned or destroyed and access rights are terminated.

EDM3

EDM4

EDM5

Accurate information

Social media

Protection of corporate data


COMPLIANCE AND REPORTING If employees suspect that their actions have contravened the Code, they must contact theirimmediate Supervisor or Line Manager or the Group Compliance Officer. AECI Representatives also have an obligation to report any conduct that they reasonably believe may be a violation of the Code.

The Tip-offs Anonymous Line is run by Deloitte. Deloitte is contractually required to ensure anonymity.

AECI will institute disciplinary and other measures for violations of this Code.

• Third party AECI Representatives can report any unethical conduct to the Tip-offs Anonymous Line or the Group Compliance Officer.

• AECI employees can report any unethical conduct to the Tip-offs Anonymous Line or their immediate Line Manager.

• Where the immediate Line Manager is implicated or may be implicated, AECI employees can report any unethical conduct to the Tip-offs Anonymous Line or their Human Capital Business Partner.


TIP-OFFS ANONYMOUS NUMBERS AND E-MAILS

E-MAIL: [email protected]: +27 (0) 73 897 5055

MAIN NUMBER: +27 (0) 31 571 5709Representatives in all countries should use this number unless a country or business has been allocated a different number (as detailed below)

WEBSITE: www.tip-offs.comPOSTAL ADDRESS: KZN 138, Umhlanga Rocks, 4320 (SA)

BOTSWANA

GHANA

INDONESIA

MAURITIUS

CHILE

MALAWI

NetworkGeneric (from landline)MascomOrange

Generic local number

Entel

Telecom only

Entel

ZAIN, TNM & Access only MTL only

0800 600 644711197091144

544315491

18030169932

8020270001

12300206779

8478000 0847

Phone number

English 24/7. French during SA business hours (Monday-Friday 08h00-17h00 CAT) and voice mail after hours

NAMIBIA

SCHIRM (GERMANY)

Network

MTC

080 0003 313+27 11 929 3334 08191847

0800 181 2227

Phone number

SCHIRM (USA) 18663177033


KZN 138, Umhlanga Rocks, 4320 (SA)

Approved on 29 May 2019 and effective from 1 July 2019.

TANZANIA

ZIMBABWE

Airtel

EconetNetoneTelecel

800780026

0808 5500/ 44610716 800 189/ 0716 800 1900732 220 220/ 0732 330 330

Swahili during SA business hours (Monday-Friday 08h00-17h00 CAT)

DRAFTERS:

REVIEWED AND SUPPORTED BY:

APPROVED BY:

SIFISILE MNDEBELECompliance and Ethics Manager

JANINE REDDISenior Legal Counsel

MICHAEL BROUCKAERTGroup Compliance Offi cer

KHOTSO MOKHELEZELLAH FUPHE

MARK DYTORMARK KATHAN

NOMINI RAPOOGroup Company Secretary

VERSION APPROVAL DATEVersion 1 2011

Version 2 2019

code of ethics & business conduct · 2019-09-05 · aeci code of ethics & business conduct...

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