BUSINESS ETHICS AND CONFLICT OF INTEREST MANAGEMENT POLICY

Transcription

1 BUSINESS ETHICS AND CONFLICT OF INTEREST MANAGEMENT POLICY This policy applies to all companies falling within the ambit of the M-Group which include: MultiChoice South Africa, MultiChoice Africa, M-Net, SuperSport, Oracle, CommerceZone, DMTV, DSTV Mobile, DSTV Online, NMSCom, Orbicom and Smart Village. A reference to the Company in this policy shall be a reference to each of the individual companies in the M- Group. This policy applies to all the employees who are employed by the Company on a temporary or permanent basis, and all agents and contractors who are engaged by the Company. For purposes of this policy, employees, agents and contractors shall collectively be referred to as Employees and Employee shall be a reference to any one of them. 1. INTRODUCTION 1.1 The Company s success and reputation has thus far been built on its integrity which is evident from the way the Company provides services to customers and deals with third parties. 1.2 The purpose of this policy is to provide guidance on the management of conflicts of interest and the offering and receiving of gifts by defining: instances when Employees will be required to declare certain interests that may influence an Employee s judgement with regard to the proper performance of his/her duties or the furtherance of the Company s business interests; compliance measures that should be followed for the management of conflicts of interest; situations where Employees may receive gifts from third parties; and the process that must be followed by line managers should they wish to offer gifts to Employees.

2 2 2. DEFINITION OF CONFLICT OF INTEREST 2.1 All Employees of the Company must never permit their personal interests to directly or indirectly conflict, or appear to conflict, with the interests of the Company, its customers, suppliers and/or its associates (see Annexure A for a list of associates) Below are some examples of where a conflict of interest may exist. These examples are not exhaustive: real or perceived financial gain in any of the Company s suppliers or associates at a cost to the customer; an outcome in service delivery or a transaction executed that may be to the detriment of the Company, its associates or customers; receiving an income or commission from a third party which arises as a result of an Employee s employment with the Company or any of its associates; any non cash incentive that may be offered to an Employee from affecting or effecting any transaction; and any interest which involves the unauthorised access to, or use of, the Company s confidential information or personal information of any of the Company's directors and/or other Employees. 2.2 Employees must avoid representing the Company in any transaction with third parties with whom they have an independent business affiliation or relationship. Employees must avoid using the Company s contacts to advance their private business or personal interests at the expense of the Company, its customers or associates. 2.3 Employees need to exercise good judgment at all times and must ensure that they comply with the laws and regulations of the country. 2.4 How to declare an interest A declaration of interest should be made on a declaration form, a template of which is attached as Annexure B. The form is available on Sedibeng and must be completed and submitted electronically.

3 The Company will not disclose any information that is disclosed by an Employee without his/her prior consent unless the Company is legally obliged to do so. 2.5 When to declare an interest A declaration of interest form must be submitted by an Employee: on commencement of employment; after acquiring further interests during the Employee s employment by supplementing the initial declaration; and/or as soon as reasonably possible after becoming aware of a conflict Where an Employee is faced with an uncertain situation regarding whether a conflict of interest exists, or whether an interest acquired should be declared, he/she must seek the advice of his/her line manager or other superior and the Company s Legal Department. In assessing whether a conflict is material or of a lesser nature, regard must be had to the impact that such a conflict will have on the Company s reputation, financial loss and/or erosion of internal ethical standards. 3. MANAGEMENT OF CONFLICT 3.1 When an Employee suspects a potential conflict of interest, that member shall be obliged to discuss the matter with his/her immediate superior. The content of the discussion as well as any decision made must be minuted and reported to the General Manager. The superior and staff member will accept joint responsibility for the decision taken and such should be ratified by a General Manager. 3.2 All decisions made must be reported on a monthly basis to the CEO of the Company by the General Manager involved in that decision. 4. MANAGEMENT AND MITIGATION 4.1 The executive committee of the Company ( SSA ) will review all conflicts on a quarterly basis and make recommendations regarding steps to be taken to avoid a recurrence of behavior resulting in conflicts of interest. The CEO will accept responsibility for the implementation of the steps necessary. SSA must minute the discussion on conflicts of interest and the relevant extracts of the minutes must be

4 4 made available on request to the Compliance Officer appointed by the Company; the purpose of which is to enable the Compliance Officer to report on compliance with this policy. 4.2 Where a conflict is identified and a decision made, the nature of the decision must be communicated to the Employee or third party in writing as soon as possible. This applies regardless of whether the decision was made to cease doing business or continue with the business at hand despite the existence of the conflict. It is important for the preservation of the corporate integrity that these disclosures are made at all times. 5. GIFTS POLICY 5.1 It is not unusual in business to give and receive customary gifts and courtesies during the course of business relations with someone with whom the Company does business, or could potentially do business. Such gifts are sometimes referred to by the more formal and legal term - gratification, which is the term used in the Prevention and Combating of Corrupt Activities Act 12 of Employees are entitled to receive gifts from third parties provided they are not meant to influence the manner in which an Employee conducts his/her Company duties. It is however, an Employee s responsibility to use his/her judgment in considering whether or not to accept a gift. 5.3 When is it acceptable to receive gifts from third parties Receiving gifts aimed at expressing thanks or establishing good relations is admissible, subject to clause and to the further limitations listed below The following guidelines must be used by Employees to determine whether gifts offered by third parties (including suppliers and customers) are acceptable: an Employee can, in each financial year, accept promotional items from third parties such as calendars, T-shirts and pens; an Employee can accept gifts with a total and cumulative monetary value not exceeding R in each financial year without obtaining approval as contemplated below;

5 an Employee can, in each financial year, accept gifts with a total and cumulative monetary value of more than R but less than R , provided that approval has been granted by the Employee s General Manager; and gifts with a total and cumulative monetary value exceeding R during a financial year may only be accepted on the approval of the CEO of the Company Clauses to only apply if the gifts are received from one party during a financial year The Company acknowledges the potential difficulty in determining the value of gifts for purposes of complying with this policy. To this end, Employees are required to act reasonably and use good judgment to determine whether the gifts received from a third party have reached the limits set out herein. 5.4 Travel-related gifts and gifts relating to entertainment If a third party offers gifts in the form of travel and/or accommodation, or entry to, and entertainment at, sporting or other entertainment events, the Company requires treatment of these types of gifts in the manner set out in this clause If a third party, on weekdays, funds an Employee s travel to and/or from a business related function and provides accommodation, the Company will not consider such funding as a gift, provided that such funding is not on-going. If however, an Employee s partner or spouse receives such funding, the Company will consider it a gift and the Employee may require the approval of the General Manager or the CEO as provided for in clause or above If a third party funds an Employee s travel to and/or from a sporting or other entertainment event on weekends or public holidays, such funding will be considered a gift and the Employee may require the approval of the General Manager or CEO before accepting it. 5.5 It is not acceptable to try to circumvent this policy by receiving gifts through a friend, relative, partner or spouse.

6 6 5.6 Employees must follow the procedure set out in clause 5.8 to declare gifts received from third parties. 5.7 Items that will not be considered as gifts Any sample received from a third party which is offered to an Employee for business purposes will not be regarded as a gift. An Employee must however, disclose any sample that exceeds R in value in any financial year as a sample in the gifts register Any monetary payment (in whatever form) which is offered to an Employee, irrespective of the amount, will not be regarded as a gift and must be refused Where a gift, even if it falls within the types contemplated above, would cause an Employee any discomfort and/or doubt if accepted, the Employee should seek the advice of his/her line manager. If the Employee is still in doubt, the gift must not be accepted and the Employee must arrange for it to be returned to the third party offering the gift, under the cover of a polite letter declining the gift. 5.8 Declaration of gifts and samples and recordal in the gifts register An Employee must declare all gifts that are more than R in value (individually or cumulatively), or gifts received from one party that exceed R in value (individually or cumulatively) during a financial year An Employee should declare the gift as soon as possible after receipt and, in line with this policy, obtain the necessary approval to accept the gift. A template of the declaration form is attached as Annexure B When declaring the gift, an Employee must ensure that the following details are recorded - (i) the Employee s name; (ii) date of receipt of gift; (iii) description of the gift; (iv) name of third party from whom the gift is received and (v) estimated value of the gift. If the gifts are cumulative, the Employee must record all of the gifts received from the third party during that particular year The provisions of clauses to shall apply to samples that exceed R in value. 5.9 Who is responsible for monitoring the gift register

7 7 The gift register will be inspected by SSA on a quarterly basis Failure to comply with the gifts policy This policy takes the provisions of the Prevention and Combating of Corrupt Activities Act 12 of 2004 into account and Employees are, by law, required to comply with the Act. It is important for Employees to familiarize themselves with the provisions of the Act as it aims to strengthen measures to prevent and combat corruption and corrupt activities. Annexure C of this policy lists certain excerpts from the Act which are of importance to Employees A failure to comply with this policy may result in disciplinary action being instituted against the relevant Employee. Employees should note that certain instances of non-compliance with this policy may lead to summary dismissal Offering gifts to third parties The type and value of gifts that an Employee wishes to offer to a third party shall be at the discretion of the relevant division, with the approval of the General Manager of the division Gifts offered to Employees internally Line managers may, subject to the provisions of this policy, offer gifts to Employees. All gifts that are offered to Employees in terms of this clause 3.12 must, notwithstanding the value thereof, be approved by the relevant General Manager In addition, gifts with a value of more than R require the approval of the CEO prior to being offered to any Employee A request for approval to offer an Employee a gift must be submitted by the line manager to the General Manager and the CEO (as the case may be), together with a written motivation for offering the gift to the Employee If approval is granted, the line manager shall advise the Payroll Department of the value of the gift offered to the Employee for purposes of calculating the tax liability due on the fringe benefit received by the Employee. The line manager shall also

8 8 advise the Payroll Department of the date of receipt of the gift by the Employee to ensure that the tax payable is calculated in the relevant tax period Should an Employee return the gift prior to beneficial use thereof, the line manager shall advise the Payroll Department immediately of the return so that fringe benefit tax is not calculated on a gift that was not used by an Employee For purposes of clarity, teambuilding activities and attendance at conferences that relate to the Company s business or the Employee s duties shall not be regarded as gifts and accordingly the provisions of this policy shall not apply thereto. 6. PROCESSES AND PROCEDURES FOR COMPLIANCE WITH THIS POLICY The following internal procedures must be followed: 6.1 Training and educational material regarding how conflict of interests may arise and how to best be avoided must be provided to all Employees on an ongoing and constant basis 6.2 All Employees are required to familiarize themselves with Company s Business Code of Ethics and Conflicts of Interest Management Policy, Individual Code of Ethics Policy, Gifts Policy, Trading in Securities Policy as well as the Code of Conduct Policy. These documents can be found on Sedibeng. 7. NON-COMPLIANCE 7.1 The Company regards the failure or refusal to declare any conflict of interest that is contemplated above as a breach of an Employee s duty of good faith and a breach of this policy. 7.2 In circumstances where an Employee fails or refuses to disclose a conflict of interest, the Company may take appropriate disciplinary action against such Employee, including, where appropriate, dismissal. Dismissal may occur even in instances where an Employee has not benefited from the interest. 8. APPROVAL AND OWNERSHIP The policy is approved by the MultiChoice Africa (Pty) Ltd board of directors. The ownership of this policy is vested in the executive committee of the MultiChoice Africa (Pty) Ltd.

9 9 ANNEXURE A LIST OF ASSOCIATES MNET NMS Com Smart Village M-Web Group Commerzone MultiChoice Operations MultiChoice Technical Operations Dstv Online Dtsv Mobile

10 10 ANNEXURE B DECLARATION OF INTEREST FORM Name: Position: Date of Employment: Employee No: Nature of interest: Date interest realized or to be realized: Date: Note: This form must be completed and submitted on Sedibeng.

11 11 ANNEXURE B1 DECLARATION FORM: GIFTS You may, within each calendar year, accept customary gifts and business courtesies with a total monetary value exceeding R but less than R , provided that approval has been granted by your GM. You may accept customary gifts and business courtesies with a total monetary value exceeding R , provided that approval has been granted by the CEO of the Company. Name: Employee No: Position: Nature of gift Date received Estimated value Name of third party Note: This form must be completed and submitted on Sedibeng.

12 12 ANNEXURE B2 DECLARATION FORM: SAMPLE Name: Employee No: Position: Nature of sample Date received Estimated value Name of third party Note: This form must be completed and submitted on Sedibeng.

13 13 ANNEXURE C EXERPTS FROM THE PREVENTION AND COMBATTING OF CORRUPT ACTIVITIES ACT, 2004 Section 1 of the Act defines gratification as follows: gratification, includes- (a) money, whether in cash or otherwise; (b) any donation, gift, loan, reward, valuable security, property or interest in property of any description, whether movable or immovable, or any other similar; (c) the avoidance of a loss, liability, penalty, forfeiture, punishment or other disadvantage; (d) any office, status, honor, employment, contract of employment or services, any agreement to give employment or render services in any capacity and residential or holiday accommodation; (e) any payment, release, discharge or liquidation of any loan, obligation or other liability, whether in whole or in part (f) any forbearance to demand any money or money s worth or valuable thing; (g) any other service or favor or advantage of any description, including protection from any penalty or disability incurred or apprehended or from any action or proceedings of a disciplinary, civil or criminal nature, whether or not already instituted, and includes the exercise or the forbearance from the exercise of any right or any official power or duty; (h) any right or privilege; (i) any real or pretended aid, vote, consent, influence or abstention from voting; or (j) any valuable consideration or benefit of any kind, including any discount, commission, rebate, bonus, deduction or percentage;... Section 2(3) of the Act describes what is regarded as accepting, agreeing or offering to accept any gratification. It states: (a) A reference in this Act to accept or agree or offer to accept any gratification, includes toi. demand, ask for, seek, request, solicit, receive or obtain; ii. agree to demand, ask for, seek, request, solicit, receive, or obtain; or iii. offer to demand, ask for, seek, request, solicit, receive or obtain, any gratification.

14 14 (b) A reference in this Act to give or agree or offer to give any gratification, includes to- I. promise, lend, grant, confer or procure; II. agree to lend, grant, confer or procure; or III. offer to lend, grant, confer or procure Section 3 of the Act sets out what the general offence of corruption is. It states: Any person who, directly or indirectly- (a) accepts or agrees or offers to accept any gratification from any other person, whether for the benefit of himself or for the of another person; or (b) gives or agrees or offers to give any other person any gratification, whether for the benefit of that other person or for the benefit of another person, in order to act, personally or buy influencing another person so to act, in a manneri. that amounts to the(aa) illegal, dishonest, unauthorized, incomplete, or biased; or (bb) misuse or selling of information or material acquire in the course of the, exercise, carrying out or performance of any powers, duties or functions arising out of a constitutional, statutory, contractual or any other obligation; ii. iii. iv. that amounts to- (aa) the abuse of a position of authority (bb) a breach of trust; or (cc) the violation of a legal duty or a set of rules, designed to achieve an unjustified result; or that amounts to any other unauthorized or improper inducement to do not do anything, is guilty of the offence of corruption.