M-Tech Industrial (Proprietary) Limited
(Registration Number 2000/020944/07)
Code of Ethics
M-TECH INDUSTRIAL has a reputation for honesty and integrity in its management practices and in all its business transactions. It is vital for the company and for each one of us, that we preserve this reputation and maintain the relationship of trust that must exist with all the individuals and companies with whom we have dealings. In varying degrees, we are all the custodians of M-TECH INDUSTRIAL's reputation. This code of conduct applies to all directors, executives, consultants and employees of M-TECH INDUSTRIAL. It is designed to help us understand our ethical and legal obligations in handling the company's business. Although this code of conduct does not cover every issue that may arise, it is intended to establish guidelines to which we can refer in situations where the proper course of conduct may not seem clear. The guidelines set out in this code of conduct are mandatory and, as such, must be observed by every one of us at all times. A member of the Executive Committee can advise and help make the appropriate decisions concerning our conduct at work and in business.
COMPLIANCE WITH LAWS
M-TECH INDUSTRIAL and its employees must comply with every local, state, national, international or foreign law or regulation that applies to the company's business. If we are unsure whether a particular legal provision is applicable or how it should be interpreted, we should consult with a legal representative. Ignorance of the law is generally not considered a valid defence when an infraction is committed, regardless of the jurisdiction where the company is operating.
Competition and Antitrust
M-TECH INDUSTRIAL is committed to strict observance of any applicable competition and antitrust laws and to the avoidance of any conduct that could be considered illegal. Agreements or arrangements may be found illegal even if they are not made in writing, since the conduct of the party involved can be sufficient to establish that a violation occurred.
Payments to Government Officials
M-TECH INDUSTRIAL will comply with the anti-corruption laws of the countries in which it does business. We will not directly or indirectly offer or give anything of value to any government official, including employees of state-owned enterprises, for the purpose of influencing any act or decision in order to assist the company in obtaining or retaining business or to direct business to anyone. We will also ascertain that any agents we engage to conduct business on our behalf are reputable and that they also will comply with these guidelines.
CONFLICTS OF INTEREST
M-TECH INDUSTRIAL recognizes that we all have our own individual interests and encourages the development of these interests, especially where they are beneficial to the community at large. However, we must always act in the best interests of the company and we must avoid any situation where our personal interests conflict or could conflict with our obligations toward the company. As employees and consultants, we must not acquire any financial or other interest in any business or participate in any activity that could deprive the company of the time or the scrupulous attention we need to devote to the performance of our duties. We must not, directly or through any members of our families or persons living with us or with whom we are associated, or in any other manner: i) have any financial interests that could have a negative impact on the performance of our duties, or derive any financial benefit from any contract between the company and a third party where we are in a position to influence the decisions that are taken regarding that contract; or ii) attempt to influence any decision of the company concerning any matter with a view to deriving any direct or indirect personal benefit. We must inform the Executive Committee in declaring any business or financial interests that could be seen as conflicting or possibly conflicting with the performance of our duties. If the Executive Committee considers that such a conflict of interest exists or could exist, they should take the steps that are warranted in the circumstances and report it to the Board of Directors and the Audit Committee.
Receiving Gifts or Benefits
We must not profit from our position with M-TECH INDUSTRIAL so as to derive personal benefit conferred on us by persons who deal or seek to deal with the company. Consequently, accepting any personal benefit, such as a sum of money, a gift, a loan, services, pleasure trips or vacations, special privileges or living accommodations or lodgings, with the exception of promotional items of minimal value, is forbidden. Any entertainment accepted must also be of a modest nature and the real aim of the entertainment must be to facilitate the achievement of business objectives. In general, offers of entertainment in the form of meals and drinks may be accepted, provided that they are inexpensive, infrequent and, as much as possible, reciprocal. As these instructions cannot cover every eventuality, we are all required to exercise good judgment. The saying "everybody does it" is not a sufficient justification. If we are having difficulty deciding whether a particular gift or entertainment falls within the boundaries of acceptable business practice, we should ask ourselves the following questions:
Is it directly related to the conduct of business?
Is it inexpensive, reasonable and in good taste?
Would I be comfortable telling other corporate partners that I gave or received this gift? Other employees? My supervisor? My family? The media?
Would I feel obligated to grant favours in return for this gift?
Am I sure the gift does not violate a law or a company policy?
Any gifts or benefits, received or given, should be declared in a "gift register" kept by the management secretary. The purchase of any item intended as a gift to another party must be approved and signed off by the Chief Executive Officer.
Corporate Boards of Directors
Before agreeing to sit on the board of directors of a business corporation, employees must obtain the authorization of the Chief Executive Officer. The purpose of this step is to ensure that there is no possible conflict of interest.
Employees who run for an elected office are required to so inform the Chief Executive Officer of M-TECH INDUSTRIAL. Employees who wish to participate in activities of a political or public nature must do so in a personal capacity only and during non-working hours.
We, as directors, officers or employees, are prohibited from
a) taking for ourselves personal opportunities that are properly within the scope of the company's activities.
b) using corporate property, information or position for our own personal gain, and
c) competing with the company; unless otherwise authorized by the Board of Directors of the company.
We owe a duty to the company to advance its legitimate interests to the best of our ability.
FAIR DEALING Stakeholder Relations
The company's prosperity is founded on our reputation and stakeholder satisfaction. M-TECH INDUSTRIAL expects us to preserve the quality of our stakeholder relations by maintaining business relationships that are based on integrity, fairness and mutual respect. Only clear, concrete, pertinent and honest information is to be given to our stakeholders. We must be careful to avoid making any statement to a stakeholder that could be misinterpreted.
Offering Gifts and Entertainment
The company expects us to refrain from offering gifts or granting favours outside the ordinary course of business to current or prospective corporate partners, their employees or agents or any person with whom the company has a contractual relationship or intends to negotiate any agreements. Employees who are called upon to do so may incur reasonable expenses for the entertainment of current of prospective partners or other persons who deal with the company, provided that such entertainment is in keeping with the person's position, is related to business discussions and appropriate accounts are kept.
Suppliers of the company are to be chosen in consideration of objective criteria, based on quality, reliability, price, utility and performance or service. Suppliers are to be treated justly, fairly and honestly. Fees and commissions are to be paid to consultants only in the course of ordinary business relations. Any fees must be substantiated by documentation demonstrating that the amount charged is commensurate with the value of the services rendered.
Data, information and documents pertaining to the company are to be used strictly for the performance of our respective duties and may be disclosed or communicated to persons outside the company only to the extent that the information in question is needed by such persons in connection with their business relations with the company, or where the information is already in the public domain or is required to be disclosed by law or court order. In case of doubt as to whether the information may be disclosed and to whom it may be disclosed, we should consult with the Executive Committee or legal representative. We are required, for the duration of our employment with the company and after our employment terminates, to keep such information confidential and to use the utmost discretion when dealing with sensitive or privileged information. Such information includes, in addition to intellectual property, business and financial information relating to our subsidiaries and investee companies, acquisition strategies and other information of a confidential nature. Confidential information must not be discussed with any unauthorized persons, whether company personnel or persons outside the company. We must take the necessary steps to ensure that documents containing confidential information, when sent by fax or other electronic media, are not brought to the attention of unauthorized persons, whether company personnel or persons outside the company. We must take the appropriate security measures when destroying documents that contain confidential information (regardless of the medium by which such documents are recorded). We must also keep confidential any similar information relating to the organizations with which the company has a business relationship of any kind. Any request for information concerning the company that originates with the media or a government agency should be directed to the Executive: Chief Executive Officer or Chief Financial Officer, depending on the nature of the information requested.
Personal information, that is, information relating to an individual that allows that individual to be identified, is protected, among other things, by laws in certain jurisdictions. M-TECH INDUSTRIAL fully supports the objectives of such legislation and applies rigorous measures to ensure compliance with its provisions. Any collection, retention, use or communication to third parties of personal information must be carried out in a manner that is respectful of the individual and in compliance withthe law at all times. Except in certain limited cases, personal information is to be used strictly for the performance of our respective duties and may be disclosed to third parties only where such disclosure has been authorized by the individual concerned. Such information must be kept in a secure place. In case of doubt as to the handling of personal information, we should consult with the Executive: Chief Executive Officer or Chief Financial Officer, depending on the nature of the information.
PROTECTION AND PROPER USE OF COMPANY ASSETS Accuracy of Records
The books, records, files and statements of M-TECH INDUSTRIAL must faithfully reflect the entirety of the company's assets and liabilities, as well as all of its operations, transactions and any other items related to its business, without omission or concealment of any kind, in accordance with applicable standards and regulations. All transactions must be authorised and carried out in accordance with the instructions of management. Transactions must be recorded in a manner that will allow accurate financial statements to be prepared and the utilisation of assets to be accounted for. No file is to be destroyed without the authorisation of management. Such authorization will be granted only if it is in keeping with applicable laws and company policy.
Property of the Company
The loss, theft or inappropriate use of the company's property is bound, sooner or later, to affect the company's profitability. The protection of the company's property by each one of us is a matter of integrity and honesty. We must use any property of the company entrusted to us in an appropriate manner, ensure that it is secure, and prevent theft, damage and premature wear from occurring. Company property must be used exclusively for the business of the company and may not be used for personal purposes unless we first obtain permission from a supervisor. M-TECH INDUSTRIAL encourages initiative, creativity and innovation on the part of its employees. Nevertheless, intangible property such as inventions, ideas, documents, software, patents and other forms of intellectual property related to the company's business, created or conceived by employees in connection with the performance of their duties, belong, on that basis, to the company. Subject to any mandatory applicable law, we may not derive profit from, or apply for a patent in our personal capacity for, any creation or invention conceived or made by us in the course of performing our duties. Software developed or acquired by the company may not be reproduced or tampered with, nor may it be used for any purposes other than those intended by the company. Software that is not owned or licensed by the company is not to be used on the work premises or in the company's business.
E-mail and the Internet
M-TECH INDUSTRIAL owns the e-mail and internet systems used in the workplace and thus we should use these systems primarily for work-related communications. Although we each have individual passwords to access the e-mail and internet systems, thecompany reserves the right, subject to applicable law, to access and monitor our use of these systems in appropriate circumstances. We are strictly prohibited from using the e-mail and internet systems for any improper or illegal purpose, including the transmission of messages, cartoons or jokes that could be construed as harassment of others on the basis of race, colour, religion, sex, age, national origin or disability.
RESPECTING THE M-TECH INDUSTRIAL COMMUNITY Work environment free of harassment and discrimination
M-TECH INDUSTRIAL is committed to providing a work environment that is free of any form of sexual or other harassment, whether it be harassment by an employee of another employee or harassment by an employee of a customer or supplier or vice-versa. M-TECH INDUSTRIAL is committed to ensuring that each of us is treated with fairness and dignity; accordingly, any discriminatory practice based on race, colour, sex, age, religion, ethnic or national origin, disability or any other unlawful basis will not be tolerated. The company seeks to provide each of us with equal opportunity for advancement without discrimination. However, distinguishing between individuals based on the aptitudes or qualifications required for a particular employment does not constitute discrimination. An employee who believes he or she has been the victim of or a witness to, a situation involving harassment or discrimination should immediately report that situation to a member of the Executive Committee. All such reports will be treated in confidence.
Occupational Health and Safety
M-TECH INDUSTRIAL makes every effort to provide us with a healthy and safe work environment, to conduct regular inspections to eliminate any dangerous conditions or behaviour and their causes, and to develop programmes dedicated to our safety and wellbeing. We must abide by the company's standards in safety matters, do our part to maintain a healthy and safe work environment and take the necessary steps to ensure our own safety and the safety of others.
Respect for the Environment
Respecting and protecting the environment is an important value to which M-TECH INDUSTRIAL subscribes. We must comply at all times with the environmental legislation applicable to M-TECH INDUSTRIAL and we have an important role to play in implementing the guidelines issued by the company in this regard.
A SHARED RESPONSIBILITY
Each one of us is responsible for adhering to the values of M-TECH INDUSTRIAL in our daily lives as employees of the company and for making every effort to ensure that our rules of conduct are respected by al. It goes without saying that conduct that is contrary tothese rules is punishable by disciplinary action up to and including termination of employment.
WAIVERS OF THIS CODE OF CONDUCT
A waiver of any provision of this code of conduct will only be given if it is deemed absolutely appropriate under the circumstances. A waiver of this code of conduct for executive officers or directors of the company will only be granted by the Board of Directors of the company or a committee of the Board. Any such waiver grated will be promptly disclosed as required by law or stock exchange requirement.
REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOUR
Any behaviour that deviates from this code should be reported immediately to a member of the Executive Committee. In the case of accounting, internal control and auditing issues, these may also be reported to the Audit Committee of the Board of Directors of M-TECH INDUSTRIAL. It is the policy of the company not to allow retaliation for reports of misconduct by others that we make in good faith. Employees are expected to co-operate in internal investigations of misconduct. This Code of Ethics may from time to time be amended by the Board, as and when required.
Approved by the Board of M-Tech Industrial (Proprietary) Limited at its meeting on 17 May