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Corporate Governance

Corporate Governance Documents

COMBINED MOTOR HOLDINGS GROUP CODE OF ETHICS 1. INTRODUCTION 1.1 Policy Combined Motor Holdings Limited and all its subsidiaries and operating divisions (collectively referred to here as “CMH”) are committed to a policy of fair dealing and integrity in the conduct of their business. This commitment, which is actively endorsed by the Board of Directors, is based on a fundamental belief that business should be conducted honestly, fairly and legally. CMH expects all employees to share its commitment to high moral, ethical and legal standards. All employees of CMH are required to take careful note of the contents of this Code and ensure that they comply with both the written word and the spirit of the Code. 1.2 Understanding the Code CMH’s Code of Ethics (“the Code”) applies equally to all employees. The Code is designed to inform employees of CMH’s policies in various areas. Employees are therefore required to study the Code carefully so that they understand CMH’s expectations and their own obligations. Compliance with the Code by all employees and certain other representatives is mandatory. If employees become aware of, or suspect, a contravention of the Code, they must promptly and confidentially advise CMH as set out in the Contravention of the Code section (section 12) of this document. The matter will be investigated and dealt with as set out in that section. If employees are in doubt about the application of the Code, they should discuss the matter with the person to whom they report or a person at the management level responsible for Human Resources, Internal Audit or the Company Secretary. 2. COMPLIANCE WITH LAWS AND REGULATIONS Employees must comply with all applicable laws and regulations which relate to their activities for and on behalf of CMH. CMH will not condone any violation of the law or unethical business dealing by any employee, including any payment for, or other participation in, an illegal act such as bribery, corruption or money laundering activities. Employees must ensure that their conduct cannot be interpreted as being in any way in contravention of applicable laws and regulations governing the operations of CMH. Employees should bear in mind that the perception of their actions by others is important, and should act accordingly. In particular, CMH requires strict compliance by all of its officers and staff with the provisions of the Competition Act. All dealer principals are required to be familiar with the competition laws and in particular, but without limitation, the provisions of sections 1 – 9 of the Competition Act no. 89 of 1998, as amended by amending acts of 1999 and 2000. If in the conduct of dealer principal operations, they are uncertain as to the lawfulness or competitive fairness of a particular action then the dealer principal concerned is to refer the matter to the company secretary before executing that action. 3. CONFLICT OF INTEREST CMH expects employees to perform their duties conscientiously, honestly and in accordance with the best interests of CMH. Employees must not use their positions, or knowledge gained through their employment with CMH, for private or personal advantage or in such a manner that a conflict or an appearance of conflict arises between CMH’s interest and their personal interests. Specifically, business opportunities presented to CMH may not be diverted to alternative suppliers for the personal gain of the employee. If employees feel that a course of action which they have pursued, are pursuing or are contemplating pursuing, may involve them in a conflict of interest situation or a perceived conflict of interest situation, they should immediately make all the facts known to the person to whom they report. This person should apply the spirit of the Code, and in most instances would be expected to consult his/her superior or Executive Committee (“Exco”) Member as considered appropriate. 3.1 Outside activities, employment and directorships We all share a very real responsibility to contribute to our local communities, and CMH encourages employees to participate in religious, charitable, educational and civic activities. Employees should, however, avoid acquiring any business interest or participation in any activity outside CMH which would create, or appear to create: 3.1.1 an excessive demand upon their time, attention and energy which would deprive CMH of their best efforts on the job; or 3.1.2 a conflict of interest – that is, an obligation, interest or distraction which would interfere or appear to interfere with the independent exercise of judgement in CMH’s best interest. Employees may not take-up outside employment, or have a significant business interest outside of CMH, without the prior approval, in writing, of the Chief Executive Officer (“CEO”). This approval is to be obtained annually by the employee concerned. Employees who hold, or have been invited to hold, outside directorships should take particular care to ensure compliance with all provisions of this Code. When outside business directorships are being considered, prior approval, in writing, must be obtained from the CEO. Such approval is not required in respect of personal interest investment companies. 3.2 Relationships with clients, customers and suppliers CMH recognises that relationships with clients, customers and suppliers give rise to many potential situations where conflict of interest, real or perceived, may arise. Employees should ensure that they are independent, and are seen to be independent, from any business organisation having a contractual relationship with CMH or providing goods or services to CMH, if such a relationship might influence or create the impression of influencing their decisions in the performance of their duties on behalf of CMH. 3.3 Receiving of “gifts”, hospitality and favours (Business Courtesies) Giving or accepting business courtesies is accepted within the South African business environment, provided that such courtesies are not excessive and are not given or received in order to unduly influence a business decision. An employee is not encouraged to accept gifts, hospitality or other favours from suppliers of goods or services. However, gifts of a relatively small monetary value (less than R2000) can be accepted. Higher amounts are only to be accepted on approval by the relevant Exco member. In respect of Exco members, permission must be obtained from the CEO. Given the nature of our business, there are overseas and local trips, product launches and promotional items of relatively high value organised and supplied by manufacturers, suppliers and finance houses. In these cases it is necessary for employees, prior to acceptance, to get the approval, in writing, of the relevant Exco members. In respect of Exco members, permission must be obtained from the CEO, and disclosure made at the first Exco meeting after the date on which the relevant details are known. 3.4 Giving/granting of “gifts”, donations and sponsorships Given the nature of our business gifts are granted to large corporate customers (e.g. fleet customers) from time to time. Such gifts: • Should only be granted to loyal customers who have supported the business unit or franchise in the past. • Not be excessive in terms of monetary value (<R3000) unless prior approval of the CEO is obtained. • Should not be seen as binding dependency to secure future business relationships. The approval of the relevant Exco member must be obtained prior to granting such gifts to customers. 3.5. Email and internet usage Access to facilities, whether by direct access or wi-fi, such as e-mail, internet and social media should not be abused. Employees may not use CMH e-mail for sending or receiving personal messages if they contain large attachments, or to send junk mail. Sending or receiving chain mail is prohibited. No employee should access or distribute any material that could offend others or bring CMH into disrepute (e.g. pornographic or political material, or material that could incite racial or religious hatred). Any involvement in activities such as computer hacking and wilful virus transmission is prohibited. 3.6 Personal investments CMH respects the right of all employees to acquire shares in CMH. However, management and employees who are in the possession of important non-public information, (e.g. sale or acquisition of a business, restructure) which could, when made public, affect the share price, must refrain from dealing in the shares of CMH during such periods. Furthermore, employees of CMH who are aware of the results of CMH may not deal in CMH shares during the periods from 15 August and 15 February to the dates on which the financial results for the half year and full year respectively are released on SENS. Employees who hold shares in CMH should familiarize themselves with the Group Information Policy which may be obtained from the Group Company Secretary or the Group Financial Director. Employees in any doubt as to whether they are contravening this section of the Code should seek advice from the Group Financial Director. 3.7 Remuneration No employee may receive commissions or other remuneration related to the sale of any product of CMH, except as specifically provided under an individual’s terms of employment. Spotters’ fees in respect of motor vehicles may be received only if authorised by the relevant Dealer Principal. 4. DISCRIMINATION All employees have the right to work in an environment which is free from any form of harassment or unlawful discrimination with respect to race, colour, sex, sexual orientation, place of origin, citizenship, creed, political persuasion, age, religion, marital or family status or disability. An employee should report any cases of actual or suspected discrimination or harassment as set out in the Contravention of the Code section of this Code (section 12). 5. ENVIRONMENTAL RESPONSIBILITY AND SUSTAINABILITY 5.1 Health and safety CMH is committed to taking every reasonable precaution to ensure a safe work environment for all employees. Employees who become aware of circumstances relating to CMH’s operations or activities which pose a real or potential health or safety risk should report the matter as set out in the Contravention of the Code section of this Code. Failure to adhere to health and safety regulations will lead to disciplinary action and/or possible dismissal. 5.2 Use of resources CMH is committed to conserving resources used in its business operations. All employees should use their best efforts to make efficient use of resources and to reduce the use of, re-use, and recycle supplies and materials wherever practical. 5.3 Environmental management CMH is committed to developing operating policies to address the environmental impact of its business activities by integrating pollution control, waste management and rehabilitation activities into operating procedures. Employees should give appropriate and timely attention to environmental issues. 6. POLITICAL SUPPORT CMH encourages the personal participation of its employees in the political process and respects their right to absolute privacy with regard to personal political activity. CMH will not attempt to influence any such activity provided there is no disruption to work place activities and it does not contribute to industrial unrest. CMH’s funds, goods or services, however, must not be used as contributions to political parties or their candidates without the written consent of the CEO. 7. CMH’S ASSETS CMH has developed and documented a number of internal controls to safeguard its assets and imposes strict standards to prevent fraud and dishonesty. All employees who have access to CMH’s resources in any form must at all times follow prescribed procedures for recording, handling and protecting such resources. Employees must, at all times, ensure that CMH’s resources are used only for legitimate CMH business purposes and to ensure that appropriate value is received by CMH for expenditures. If employees become aware of any evidence that CMH’s assets may have been used in a fraudulent, careless or improper manner, they should immediately report this contravention as set out in the Contravention of the Code section of this Code (section 12). Copyright infringement The infringement of copyright is both unethical and illegal, and will not be tolerated. In particular, any software that is used on the CMH’s computer equipment will be properly licensed. 8. CMH’S RECORDS CMH’s books and records should reflect all business transactions in an accurate and timely manner. Undisclosed, unrecorded or overstated revenues, expenses, assets or liabilities are not permissible, and the employees responsible for accounting and record-keeping functions are expected to be diligent in enforcing proper practices. Only valid accounting transactions may be recorded. Employees found manipulating accounting records, or preparing or recording invalid or unauthorised accounting transactions may be found guilty of fraud, and subsequently prosecuted. 9. DEALING WITH OUTSIDE PERSONS AND ORGANISATIONS 9.1 Prompt communications CMH strives to achieve complete, accurate and timely communications with all parties with whom it conducts business, as well as government authorities and the public. In addition, prompt internal communication is encouraged. A prompt, courteous and accurate response should be made to all reasonable requests for information and other client communications. Any complaints should be dealt with in accordance with internal procedures established by various operating areas of CMH and applicable laws. 9.2 Media relations In addition to everyday communications with outside persons and organisations, CMH will, on occasion, be asked to express its views to the media on certain issues. Only the CEO and Group Financial Director may discuss matters relating to the financial position of the Group. It is the task of each Exco member to always promote CMH’s business and image in the most effective way. 10. PRIVACY AND CONFIDENTIALITY In the regular course of business, CMH accumulates a considerable amount of information. The following principles are to be observed: 10.1 Access to information Information in respect of any confidential product, plan or business transaction of CMH, or personal information regarding employees, including their salaries, must not be disclosed by any employee unless and until proper authorisation for such disclosure has been obtained from the relevant Exco member. 10.2 Following termination of employment for whatever reason all information relating to, or derived from CMH, including customer lists, totem poles, financial records, gap reports etc., must be returned to CMH and may not, under any circumstances, be retained by an employee. 11. FRAUD All frauds, once identified, should be reported immediately to the relevant Franchise Manager, Group Financial Director and the Group Internal Audit Manager. 12. CONTRAVENTION OF THE CODE CMH regards any contravention of the Code as a serious matter. At the same time, any suspected or alleged contravention under investigation must be treated with utmost confidentiality. 12.1 Action to be taken by employees If employees believe that their own actions have or may have contravened the Code, or suspect that a contravention of the Code has been committed by another employee of CMH, they should, without confronting the other employee concerned promptly report this, preferably in writing to the person to whom they report, another appropriate senior person or Whistle Blowers. CMH is committed to conducting healthy business practices that support its values of mutual trust and respect, fairness and ethical behaviour, honesty, openness and transparency, integrity and accountability to the benefit of its customers, stakeholders and staff. Should an employee, former employee or third party have any experiences with any staff member, dealership, or division of CMH that contravene these values, please contact Whistle Blowers toll free on 0800 006280 so that these practices can be investigated and rectified. Whistle Blowers is an independent company engaged by CMH and calls can be made anonymously. The service is independent of CMH. Any such wrongdoing may be reported in total anonymity and without fear of discrimination. 12.2 Investigation by CMH CMH supports the principles of openness and transparency. Any investigation will be handled discretely and confidentially. A contravention of the Code may have a serious consequence to CMH and / or the employee. It may result in disciplinary action including termination of employment. Certain breaches of the Code could also result in civil or criminal proceedings. Persons to whom contraventions of the Code have been reported should: • promptly take the necessary action to conduct a comprehensive and well-documented investigation into the reported contravention; and • prepare and submit a report to the Group Internal Audit Manager, detailing the contravention of the Code, the results of the investigation, and the outcome of any disciplinary action.
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