our business survival guide group ethics charter · the transaction capital ethics charter commits...

O U R B U S I N E S S S U R V I V A L G U I D E

GROUP ETHICS CHARTER

The Transaction Capital Ethics Charter, which was first issued in 2010, is our ethical compass. This document has evolved from a guideline to a living document which has cemented its place from the boardroom to the hallways of our business.

Ethics is a set of enduring personal rules (above and beyond the laws or policies that govern our country, industry, profession or company) that ensures we do what is right when the way ahead is not clear. It is in these moments that who we are determines what we do and we discover the depth of our values and character. And it is in these moments that we make or break our reputation. The same can be said of companies.

The reputation of a company is determined by the behaviour of its people, which in turn is determined by the company’s values and ethics. Our reputation is key to our ability to unlock opportunities for growth.

Transaction Capital has a reputation as a highly ethical Group, an unmeasurable asset to any organisation with highly skilled and talented people, who share the Group’s values and ethical approach to business and life in general.

Our Ethics Charter clearly outlines the Group’s core values of Integrity, Respect, Excellence and Innovation, signalling to all stakeholders that we will combine our humanity with our quest for excellence. In addition, it describes our guiding business principles that must direct all our business dealings – within the Group and with other stakeholders. As an ethical roadmap for the Group, every business should adopt the Transaction Capital Ethics Charter in its own appropriate manner.

All Transaction Capital employees should read, understand and uphold the principles in the Transaction Capital Ethics Charter, and make use of the Ethics Support section as guidance when seeking ethical advice or when reporting unethical conduct.

If each of us strive to follow the values and principles described in this Ethics Charter, I am confident that our Group will continue to build on our reputation as an ethical and successful financial services Group, one with which we are proud to be associated.

DAVID HURWITZ, Chief Executive Officer

Ethics is defined as a set of moral principles that govern or influence our behaviour, like a compass, guiding us in the right direction. At Transaction Capital, we strive to be recognised as a highly ethical, successful business by all our stakeholders.

David HURWITZ

A MESSAGE FROM THE CHIEF EXECUTIVE OFFICER

Group Ethics Charter TRANSACTION CAPITAL 1

“THE TRANSACTION CAPITAL ETHICS CHARTER IS OUR ETHICAL COMPASS.”

Group Ethics Charter TRANSACTION CAPITAL 2

PURPOSE AND SCOPE OF THE ETHICS CHARTER

The Transaction Capital Ethics Charter commits the Group and its employees to the highest ethical standards. Ethical awareness in the Group should be increased through the dissemination of the content of this Charter in the Group and is intended to provide assurance and confidence to stakeholders in their dealings with the Group. The Chief Executive Officer is the custodian of this Charter as he is ultimately responsible for compliance to the highest level of ethical behaviour.

The Transaction Capital Ethics Charter is provided to all employees during the recruitment process and is accessible in electronic or printed format for easy reference. As indicated above, this Charter is deemed to be incorporated in all contracts of employment. Performance management, training and induction programmes must incorporate the principles of this Charter. This Charter is also applicable to other stakeholders of the Group as defined below. Although the ability to enforce compliance is more limited with stakeholders who are not employees, efforts should be made to provide for compliance in contractual arrangements to the greatest extent possible.

All parties, individual or corporate; public or private sector; natural or unnatural who interact with the Transaction Capital Group, such as clients; executives and managers; employees; funders and counterparties; suppliers; shareholders; lawmakers and regulators as well as communities.

The degree to which the Group’s Vision, Mission and Core Values are embraced by all employees will reflect the Group’s positioning relative to others in the minds of our stakeholders. The role of the Transaction Capital Ethics Charter is to emphasise our commitment to the strategy and supporting statements as well as to clarify what is unacceptable behaviour.

AUTHORITY

IMPLEMENTATION

STAKEHOLDERS

POSITIONING

TRANSACTION CAPITAL 3Group Ethics Charter

“YOU CANNOT TALK YOUR WAY OUT OF A SITUATION YOU HAVE BEHAVED YOURSELF INTO.”


our MISSIONdescribes how we apply our competencies to achieve our vision

our VALUESdescribes how we act to achieve our vision

our VISIONdescribes our definition of victory

HOW WE THINK

These statements go beyond inspirational eloquence, to provide specific qualitative templates against which our performance and behaviour can be measured.


CLIENTS consider Transaction Capital’s divisions their first choice when choosing the specialised, innovative and differentiated services they provide.

SUPPLIERS see Transaction Capital and its divisions as demanding but fair clients whose expertise, interpersonal skills, efficient administration, financial stability and long-term sustainability make them attractive business partners.

FUNDERS regard Transaction Capital and its divisions as financially stable investments that provide exposure to niche market segments and exemplify the highest standards of risk management, transparency, disclosure, prudence, innovation, compliance, governance and ethics.

LAW MAKERS and REGULATORS experience Transaction Capital and its divisions as approachable, transparent and socially relevant corporate citizens that comply fully with the letter and spirit of all laws, regulations and codes.

EMPLOYEES consider Transaction Capital and its divisions as leading employers that provide personal development, advancement and appropriate reward in exchange for their commitment and performance.

EXECUTIVES and MANAGERS regard Transaction Capital’s strategy of empowering executives and devolving responsibility as intellectually stimulating and intrinsically rewarding, while demanding high quality and thought leadership.

SHAREHOLDERS regard Transaction Capital and its divisions as well understood, respected, transparent and ethical specialised financial services investments that provide consistent growth in high-quality risk-adjusted returns through innovative entrepreneurship, exceptional risk management and prudence.

SOCIETY shares in the value Transaction Capital and its divisions create by providing services that are relevant to under-served market segments and answer social needs.

Transaction Capital’s vision recognises that its success ultimately depends on its stakeholders having positive regard for the group and its divisions, which requires that Transaction Capital meets their legitimate needs and expectations as determined through constructive mutual engagement.

THE TRANSACTION CAPITAL

VISION


“IF YOU ARE NOT WILLING TO RISK THE UNUSUAL, YOU WILL HAVE TO SETTLE FOR THE ORDINARY.”


Providing specialised financial and allied services in selected higher-risk and under-served segments of the financial services sector.

INVESTMENT CASE


MISSION

Transaction capital is positioned in attractive market segments with specialised capabilities that enable a deep understanding of its chosen markets and a bespoke and robust capital structure generating appropriate risk-adjusted returns, is led by skilled and experienced management teams and underpinned by a robust governance framework and sound governance practices which together position it for sustainable growth and the delivery of a meaningful social impact.

Executing on Transaction Capital’s mission creates a compelling and unique investment case:


Transaction Capital’s values are embedded throughout its divisions, providing the foundational principles that guide how it does business and how it interacts with its stakeholders.


VALUES

INTEGRITY goes beyond complying with laws, regulations and company policy, to having strong moral principles that inform decisions and actions regarding Transaction Capital’s business and all its stakeholders.

EXCELLENCE means that Transaction Capital strives to always get better at what it does, which requires that its people take the time to improve themselves as individuals and as professionals, and being prepared for the next challenge.

RESPECT requires an understanding and appreciation of diversity and different perspectives, and the dignified and equal treatment of all stakeholders.

INNOVATION is what enables Transaction Capital to keep ahead of its competitors, overcome challenges, deal with new and difficult situations, and discover new ways to address the needs of its stakeholders.


“UNLESS YOU ARE GROWING FASTER THAN THE COMPANY, YOU ARE BECOMING REDUNDANT.”


OUR ETHICAL BUSINESS PRINCIPLES

We have the highest regard for the expectations, standards and reputation of all our stakeholders. We are therefore committed to the highest standards of ethics and corporate governance practices, as set out in our guiding business principles. These provide clarity on our commitment to proper behaviour in support of our strategic objectives.

Whenever you are in doubt whether or not an action is acceptable in Transaction Capital, reference should be made to the following guiding principles and the clarification provided for each of them.

To achieve this, we shall: w Comply with Charters, policies and

procedures and guidelines as communicated from time to time;

w Exercise our obligations with due care and the required skill;

w Meet the legitimate expectations of all our stakeholders;

w Adhere to independent auditing and financial reporting standards;

w Practice good governance in our business strategies and operations; and

w Honour our obligations and deliver on our promises.

In this, we shall: w Protect the assets of Transaction

Capital, including confidential and important information, money and equipment; and

w Uphold a zero-tolerance approach towards any forms of unethical behaviour and crime with regards to property rights, including those of our competitors.

As a transparent business we shall: w Be truthful and honest in all our

dealings and communications; w Be honest in accounting and

financial reporting; w Combat and report unethical

behaviour, theft, fraud or corruption;

w Refrain from victimising and commit to protect whistle-blowers; and

w Refrain from entering into or not disclosing potential conflicts of interest where these may arise.

Conflicts of interest may be caused by: – Outside activities, employment,

and directorships; – Relationships with customers and

suppliers; – Accepting gifts and entertainment;

and – Giving gifts and entertainment.

WE SHALL RESPECT THE PHYSICAL AND INTELLECTUAL PROPERTY OF TRANSACTION CAPITAL AND ITS VARIOUS

STAKEHOLDERS

WE SHALL REFRAIN FROM DECEPTIVE AND CRIMINAL

ACTS, SUCH AS THEFT, FRAUD AND CORRUPTION AND

MAKE TIMELY AND ACCURATE DISCLOSURE OF MATERIAL

INFORMATION

WE SHALL CARRY OUT TRANSACTION CAPITAL’S

BUSINESS IN A DILIGENT AND LOYAL MANNER


OUR ETHICAL BUSINESS PRINCIPLES CONTINUED

We shall: w Uphold basic human rights,

including those set out in the South African Constitution;

w Only engage suppliers and business partners whose practices are respectful of human rights;

w Ensure a safe and healthy work environment;

w Prevent any forms of harassment and discrimination in the workplace, whether on the basis of race, gender, religion, disability or sexual orientation; and

w Treat customers, staff and all other stakeholders with dignity.

We are committed to: w Negotiate in good faith and

refraining from coercion; w React immediately to client or

investor concerns and complaints; w Offer products and services that

strive to exceed client expectations; and

w Promote within Transaction Capital’s sphere of influence, public policies that promote economic and social development.

We shall: w Support free and fair competition

by not being involved in price-fixing or discussions with competitors, suppliers or customers that might reduce competition;

w Refrain from arbitrary or unjustified discrimination against anyone;

w Uphold fair labour practices; w Support freedom of association and

collective bargaining; and w Apply Transaction Capital policies

consistently.

We shall: w Report any observation of unethical

behaviour in the manner provided for in this Charter; and

w Report any suspected incidence of unethical behaviour in the manner provided for in this Charter.

We therefore shall: w Uphold all applicable laws, rules,

regulations and standards; w Be prudent in our use of natural

resources; w Pursue business practices that are

economically, socially, and environmentally sustainable and sensitive to the reasonable expectations of all stakeholders; and

w Support the development of South Africa and other countries in which we operate by paying our due taxes.

WE SHALL ENGAGE IN FREE AND FAIR COMPETITION

AND REFRAIN FROM COLLUSION IN ANY FORM

WE SHALL REPORT ACTS THAT CONTRADICT ANY OF OUR

ETHICAL BUSINESS PRINCIPLES

WE SHALL ACT AS A RESPONSIBLE CORPORATE CITIZEN BY RESPECTING THE LAW, THE NATURAL

ENVIRONMENT, THE COMMUNITIES IN WHICH WE

OPERATE AND THE PUBLIC IN GENERAL

WE SHALL RECOGNISE THE BASIC HUMAN DIGNITY OF

OTHERS

WE SHALL ENGAGE IN GOOD FAITH WITH PARTIES WHO

MAY HAVE LEGITIMATE CLAIMS AND CONCERNS REGARDING

TRANSACTION CAPITAL’S ACTIVITIES


ETHICS SUPPORT

There may be times when Transaction Capital employees require support in the implementation of the Transaction Capital Ethics Charter. This may occur when they are unsure about a decision or action they are required to carry out, or when they observe or suspect inappropriate behaviour by others.

GUIDANCE; CONFIDENTIALITY AND ANONYMITY

For this Ethics Charter to be effective, sufficient guidance must be provided for employees and other stakeholders to understand and distinguish between ethical and unethical behaviour. Adequate information must also be provided with regards to the confidential and/or anonymous reporting process when behaviour incongruent with the principles of this Ethics Charter is observed.

Guidance can be sought from line managers, HR practitioners and/or executives if this Ethics Charter or other available company documentation provides insufficient clarity on ethical guidance.

Confidential reporting of suspected unethical or fraudulent behaviour can also be directed to line managers, HR practitioners and/or executives. If confidentiality is required, this should be emphasised.

Anonymous reporting of suspected unethical or fraudulent behaviour can only be reported via the Whistle-Blowers anonymous reporting process.

• This process enables employees to be identified for follow-up without their identity being disclosed to the company.

• Other than through the Whistle Blowers anonymous process, Transaction Capital will not respond to anonymous reports. Executives and managers throughout the Group have been instructed to ignore all unsigned letters; all phone calls from people who are not prepared to identify themselves; and any communication from unidentified individuals claiming to represent others.

Cases of misconduct should ideally be reported as close to the source as possible (i.e. internally or at Group level); however, if this does not seem appropriate, the anonymous reporting option should be used. These anonymous reports are distributed to the Ethics Officer for investigation. All alleged incidents of misconduct will be investigated. All executives, managers, human resource practitioners and members of the Internal Audit department are required to deal with reports of unethical conduct in the strictest confidence.


HOW TO BLOW THE WHISTLE

Whistle-blowers are protected against victimisation by the Protected Disclosures Act, 26 of 2000.

Providing a safe reporting mechanism for perceived misconduct or suspected fraudulent or improper behaviour is essential to the effectiveness of this Ethics Charter. Any behaviour that may result in the Group or its stakeholders coming to any harm (including reputational) is reportable. Failure to report such behaviour in itself constitutes unethical behaviour.

Transaction Capital’s anonymous Ethics Hotline details are:

Free call: 0800 212 767

Free fax: 0865 222 816

SMS: 39875

E-mail: [email protected]

Website: www.whistleblowing.co.za

Please note that it is not appropriate to contact the Transaction Capital Ethics Hotline for ethics guidance and advice as this is a reporting facility only.

We assure you: we will not tolerate retaliation against any person who makes reports in good faith and that we maintain the necessary internal systems and procedures to protect the confidentiality of whistle-blowers.

Remember, anyone who becomes aware or knows of possible misconduct or fraudulent behaviour has a responsibility to report such suspicions to a line manager, HR practitioner, executive, Ethics Officer, or the Transaction Capital Ethics Hotline.

For the Group to carry out a formal and effective investigation of reported suspected improper acts, as much specific detail should be provided, in particular if possible, the following:

• What alleged wrongdoing are you reporting;• Where and when the alleged wrongdoing occurred;• Who was involved;• How the individual or firm committed the act; and• Why you believe the activity is improper.

Remember that you will not be expected to prove the truth of an allegation, but need to provide information with regards to the grounds for your concerns. However, if you do not have all the details above, do not be deterred from reporting your suspicions as someone else may be reporting a different aspect of the same concern.

Please note that this Transaction Capital Group Ethics Charter replaces all prior guidelines and supersedes anything to the contrary that may be documented in any other policy or charter. It is applicable from 1 June 2010. The information contained in this document and all specifics remain subject to any and all legislation and a basic legal knowledge is accepted in this document.

This Transaction Capital Group Ethics Charter is applicable to Transaction Capital Limited (“Transaction Capital”), each and every one of its subsidiaries and their employees, contractors and non-executive directors. In this regard, employees should note that the Group Ethics Charter is deemed to be incorporated in contracts of employment. All references to “Transaction Capital” or “Group” include references to the individual subsidiaries and/or all legal entities controlled directly or indirectly by Transaction Capital.

The Transaction Capital Ethics Charter was approved by the Board of Transaction Capital Limited on 4 March 2010, and certified in March 2010 by the Ethics Institute of South Africa (EthicSA) as conforming to the highest best-practice standards. This Ethics Charter was approved by the Board on 3rd September 2015.


INTEGRITY goes beyond complying with laws, regulations and company policy, to having strong moral principles that inform decisions and actions regarding Transaction Capital’s business and all its stakeholders.

RESPECT requires an understanding and appreciation of diversity and different perspectives, and the dignified and equal treatment of all stakeholders.

EXCELLENCE means that Transaction Capital strives to always get better at what it does, which requires that its people take the time to improve themselves as individuals and as professionals, and being prepared for the next challenge.

INNOVATION is what enables Transaction Capital to keep ahead of its competitors, overcome challenges, deal with new and difficult situations, and discover new ways to address the needs of its stakeholders.

EXCELLENCE

RESPECT

INTEGR

ITY

INNO

VATIO

N


VALUESTransaction Capital’s values are

embedded throughout its divisions, providing the

foundational principles that guide how it does business and how it interacts with

its stakeholders.


www.transactioncapital.co.za

Transaction Capital Limited (Reg No. 2002/031730/06)

Finance House 230 Jan Smuts Avenue (Corner Bompas Road)

Dunkeld West Johannesburg

2196

+27 (0) 11 049 6700

www.transactioncapital.co.za

If you have any queries, please telephone

EthicSA on +27 (0)12 342 2799

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