Adcorp Holdings Limited

This code is applicable to all

Adcorp Group Companies

Code of Ethics and Business Conduct

Signed original is available for view in Group Human Resources

Reviewed by : Geraldine Hadjimacris
Approved by : Richard Pike
Approved by : Campbell Bomela
Approved by the Transformation Committee:
Chairman: R Ramaite / See minutes of meeting 28 September 2010
Date:
Next Review Date: / August 2010
August 2011

Contents

PREAMBLE

Adcorp Values

Implementation

Breach

Interpretations

The Code of Ethics

Heath, Well-being and Safety

Honesty

Integrity, Professionalism and Avoidance of Conflicts of Interest

Performance of Duties.

Respect for the Individual, Diversity and Equality

Compliance with all Laws and Government Regulations

Group Assets, Property and Information

Complaints and Disciplinary Procedures

Tipoff Line/Protected Disclosures Act

PREAMBLE

This code applies across the entire spectrum of the Adcorp Group. The purpose and intent of this code is to ensure that each of Adcorp’s directors and employees uphold the integrity and values of the company.

All directors and staff are personally responsible for complying with all applicable laws and regulations in South Africa and for knowing and complying with Adcorp’s Code of Ethics.

This code is designed to guarantee the integrity of all staff, to entrench strong client and supplier relationships, to enhance our results and inspire excellence in staff as well as ensure we continue as leaders and role-models in the industry.

Our extraordinary group is comprised of individuals who represent a diverse set of values, opinions, backgrounds, cultures and ambitions. We need to draw on this to ensure we develop extraordinary teams as teamwork is an inherent part of a successful business.

This code is a guideline / minimum requirement expected from all staff and is intended to clarify the Group’s expectations of staff. Furthermore, the Group expects staff to comply with the letter and spirit of this code, as well as the policies and procedures of the company. The company’s Human Resource PolicyManual provides more detail and additional policies that are not covered in this code.

Any violations of this Code of Ethics and Business Practice or SA law are subject to disciplinary action being taken, up to and including dismissal.Discipline may also be imposed for conduct that is considered unethical or improper even if the conduct is not specifically covered by this code.

No code or set of values can cover every ethical decision we face, just as no committee or policy can ensure complete compliance. Therefore, we are relying on employee’s common sense and judgment in their personal conduct.

All subsidiary companies are responsible for ensuring that their practices and policies are consistent with this code.

Adcorp Values

  • Be the best that you can be in everything that you do
  • Treat others the way you wish to be treated yourself
  • Consider the interests of the Group, the operating company, the team and the individual
  • Be transparent in your dealings – give the benefit of the doubt
  • No surprises
  • If it makes business sense……
  • Honour decisions taken

Implementation

This code reflects Adcorp's values. Adcorp is an extraordinary Group and is proud of its high standard of business conduct. This code has been put in place to protect Adcorp’s strong ethical reputation in the market place.

Being part of this extraordinary group requires special strengths and qualities. Adcorp staff are expected to be professional in their behaviour, diligent in the execution of their duties and to conduct themselves in a manner appropriate to our culture. All employees are expected to serve our clients in a fair and responsible way, irrespective of personal opinions and beliefs.

Adcorp employees are, therefore, ultimately responsible for conducting themselves in an ethical manner in compliance with applicable laws as well as our Code of Conduct. This code shall apply to, and bind, all employees.

Developing and applying principles to a wide variety of subsidiary businesses and services is a challenging undertaking. For this reason, changes to this code may be issued from time to time by Adcorp Holdings Executive Committee (EXCO), as approved by the Adcorp Board, which will immediately become binding upon all members when issued.

Breach

  • Non-Compliance:Breaches without dishonesty, intent, repetition, recklessincompetence or negligence should be deemed as “noncompliance” which could result in personal counseling and/or a warning.
  • Unethical Behaviours: More serious breaches, i.e. with dishonesty, intent, repetition, reckless incompetence or gross negligence, should be deemed as ‘unethical behaviour” and the appropriate disciplinary steps will be taken.

Behaviours which could be deemed a breach of the Code of Ethics, include:

  • Any breach of any rule or code that is characterised by dishonesty or intent
  • Gross professional negligence, incompetence, misconduct or unethical behaviour
  • Professional defamation
  • Criminal conduct

Interpretations

For an “unethical behaviour” to occur, the alleged behaviour must be sufficient in nature to “bring the employees and/or their profession and/or their employer” into disrepute.

Behaviours that could potentially merit such an outcome include:

  • Any breach of the specific clauses of the Code of Ethics
  • Dishonesty and/or misrepresentation
  • Professional incompetence
  • Negligence
  • Defamation and
  • Criminal conduct

The Code of Ethics

  1. Health, well-being and safety
  2. Honesty
  3. Integrity, Professionalism and Avoidance of Conflicts of Interest
  4. Performance of Duties
  5. Respect for the Individual, Diversity and Equality
  6. Compliance with all Laws and Government Regulations
  7. Group Assets, Property and Information

Heath, Well-being and Safety

Adcorp takes pride in providing and managing a safe and healthy working environment for all employees and complies with all regulatory requirements with regard to health and safety. In order to maintain this, all employees:

  • Must work in conformity with acceptable standards so as not to jeopardise fellow employees’ welfare, health or safety
  • Shall, during the course of their employment, endeavour to promote the well-being of the community

Honesty

Adcorp strives to market ourselves and our services based on our proven track record of honesty, quality, reliability and good value. As such:

  • Adcorp strictly prohibits any form of bribes, kickbacks or improper payment,directly or indirectly, either to clients and/or suppliers, or from clients and/or suppliers.
  • Adcorp employees will not be influenced by gifts or acts of kindness of any kind from clients and/or suppliers or potential clients and/or suppliers.Gifts of nominal value are permitted provided they are given as a gesture of professional gratitude and do not involve a company commitment
  • Adcorp employees will be held fully accountable and will be disciplined for any offences involving dishonesty, theft, breach of trust, deception or other fraudulent practice during the course of employment
  • Adcorp employees will uphold the integrity of the Group by reporting any serious wrongdoing that might be suspected, including fraud, theft, improper use of company funds and/or resources etc
  • Adcorp’s financial, accounting and other reports/records must be accurately and fairly reflected with regard to the transactions and financial condition of the Group in accordance with approved accounting practices and procedures
  • Any member of staff that is involved with the financials of the Group or its companies will ensure that all internal accounting and financial controls are in place and adhered to strictly
  • All public disclosures must be full, fair and accurate
  • Adcorp prohibits false and/or misleading entries in its books and records for any reason whatsoever and will not condone any undisclosed or unrecorded bank accounts or assets established for any purpose

Integrity, Professionalism and Avoidance of Conflicts of Interest

All employees are public representatives of the Group. To this end, regardless of inherent job pressures, all staff must act responsibly and in a manner that will uphold Adcorp’s reputation. Integrity is the core principle of all our behaviour. To this end, employees:

  • Must not be involved with any business or professional practice that is known to be of a fraudulent or dishonest nature
  • Shall not use association with other persons, corporations or partnerships to conceal unethical acts and relationships
  • Shall not knowingly continue in partnership, nor act in professional matters, with any person who has been dismissed from the Group because of unprofessional conduct
  • Should conduct their business honestly and impartially to avoid situations that might compromise their integrity and/or lead to conflicts of interest
  • Should take appropriate measures to discourage, prevent or correct unethical conduct of colleagues
  • Must avoidany business interest or association that may create a conflict between the interests of their client or employer and the public interest
  • Must at all times avoid all known or potential conflicts of interest. They must keep their employer fully informed on all matters, including financial interests, which could lead to such a conflict. In no circumstances should they participate in any decision that could involve them in conflict of interest
  • Must declare to their employer any interest or business involvement even where such is not a conflict of interest
  • Must declare to their employer any relationship with any party or person where such could be a conflict of interest
  • Must not accept financial or other valuable considerations from any client or supplier for personal gain, unless the circumstances are fully disclosed and agreed to by all interested parties
  • Shall neither disclose nor use confidential information gained during the course of their employment without express permission

Performance of Duties

Adcorp is committed to providing an environment that is conducive to effectively conducting business and enabling all employees to excel.

  • Employees should carry out their duties in an efficient and competent manner, including:
  • Obeying the law
  • Obeying all lawful and reasonable employer instructions
  • Refraining from conduct which might impair work performance
  • Not undertaking any employment which might conflict with official duties
  • Showing reasonable care and to neither use nor allow the use of company property, resources or funds for anything other than authorised purposes
  • Being present at the workplace unless otherwise authorised
  • Reporting any instances of serious wrongdoing to the appropriate authority
  • Shall not, in job application, resume, or during the ordinary conduct of affairs, claim a degree of competency they do not possess
  • Shall not accept assignments requiring competencies they do not have and for which they cannot effectively rely upon the assistance of colleagues, unless the supervisor has been adequately appraised
  • Have the responsibility to develop their own professional skills, knowledge and performance
  • Provide subordinates with opportunities for professional growth and development

Respect for the Individual, Diversity and Equality

Adcorp’s vital resource is its employees. Their knowledge, skills and commitment to the company’s vision and values are central to its success. Adcorp seeks to promote the individuality of its employees by respecting the dignity of each individual, valuing diversity and ensuring equality.

Employees:

  • Should respect the rights of their colleagues by treating them with courtesy and respect
  • Should avoid behaviour which might endanger or cause distress to their colleagues or contribute to disruption in the workplace
  • Should respect the privacy of individuals when dealing with personal information
  • Should not discriminate against any person due to gender, marital status, colour, race, ethnic or national origins, age, political opinion, employment status, family status, sexual orientation, ethnicity
  • Shall promote the principle of appointment upon the basis of merit and uphold the principle of adequate and appropriate remuneration for all staff and give due consideration to terms of employment
  • Shall not attempt to discredit any fellow staff member
  • Shall neither falsify nor misrepresent their own or their team member’s qualifications, experience and prior responsibility
  • Shall neither maliciously nor carelessly do anything to injure, directly or indirectly, the reputation, prospects or business of the company
  • Shall not use the advantages of their position to derive personal benefit
  • Shall respect the cultural background of colleagues, clients and suppliers
  • Shall give proper credit to those to whom credit is due and acknowledge the contribution of subordinates and others
  • Shall refrain from plagiarism in both oral and written communications and not knowingly accept credit rightfully due to another
  • Should protect the misuse/disclosure of all non-public company information

Compliance with all Laws and Government Regulations

Adcorp has positioned itself as a leader in the marketplace and as such is committed to doing business with integrity and according to all applicable laws. As such, all employees:

  • Shall inform themselves of the laws and regulations relating to the services industry in South Africa
  • Shall observe the requirements of the JSE
  • Shall observe the relevant laws and regulations relating to Intellectual Property. For example ownership of a report prepared for a company normally would remain with the company and not the author.

Group Assets, Property and Information

These include not only tangible assets but also intangible property such as software, trademarks, copyrights and other proprietary information and know how. All employees are expected to:

  • Respect Group assets and safeguard against waste and abuse
  • Protect from disclosure or misuse all trade secrets and confidential information including, but not limited to, financial information, acquisition plans, competitive position, strategies etc
  • Understand that all computer and email data created, received or transmitted using Adcorp IT resources are the property of Adcorp and are not to be considered private information of the user
  • Respect their position with regard to confidential information about that company that could affect the share price. Neither staff nor related parties may trade in Adcorp securities or the securities of other affected companies or disclose any information to others until the information has been disclosed to the public. Related parties include parents, spouses, siblings, children etc

Complaints and Disciplinary Procedures

The purpose of the company’s Code of Ethics is to maintain the professional esteem of the employees. Anyone should be able to make a complaint against an employee in relation to an alleged breach of the Code. Complaints against employees will be handled as follows:

  • All disciplinary matters will be dealt with via the individual operating company’s internal disciplinary procedures and according that company’s policy
  • All grievance matters will be dealt with via the individual operating company’s internal grievance procedures and according that company’s policy
  • All other matters relating to a civil, criminal or ethics claim will be dealt with by the individual operating company’s policies and procedures

This code does not replace the company’s current disciplinary policies or procedures in any way. The first port of call in any situation which is deemed inappropriate will be dealt with by the individual operating company’s internal disciplinary procedures and according to standard operating practices.

Only matters which cannot be dealt with internally and at operating level must be elevated to Adcorp Head Office.

Tipoff Line/Protected Disclosures Act

Adcorp has implemented a tip-off line to facilitate the anonymous reporting of fraud or dishonest behaviour.

In addition to the above, where the employee prefers not to remain anonymous, he or she is protected under the Protected Disclosures Act (commonly known as the “Whistleblowers Act”) in bringing to the attention of the companybona fide allegations in good faith and in terms of the Act.

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