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:
August 2010
Next Review Date:
August 2011
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Contents
PREAMBLE ............................................................................................................................................... 3
Adcorp Values ......................................................................................................................................... 4
Implementation ...................................................................................................................................... 4
Breach ..................................................................................................................................................... 4
Interpretations ........................................................................................................................................ 5
The Code of Ethics................................................................................................................................... 5
Heath, Well-being and Safety ............................................................................................................. 6
Honesty ............................................................................................................................................... 6
Integrity, Professionalism and Avoidance of Conflicts of Interest ...................................................... 6
Performance of Duties. ....................................................................................................................... 7
Respect for the Individual, Diversity and Equality .............................................................................. 7
Compliance with all Laws and Government Regulations.................................................................... 8
Group Assets, Property and Information ............................................................................................ 8
Complaints and Disciplinary Procedures ................................................................................................ 9
Tipoff Line/Protected Disclosures Act..................................................................................................... 9
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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 Policy Manual 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.
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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, reckless incompetence or
negligence should be deemed as “non compliance” 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.
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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.
2.
3.
4.
5.
6.
7.
Health, 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
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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
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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 avoid any 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:
o Obeying the law
o Obeying all lawful and reasonable employer instructions
o Refraining from conduct which might impair work performance
o Not undertaking any employment which might conflict with official duties
o Showing reasonable care and to neither use nor allow the use of company
property, resources or funds for anything other than authorised purposes
o Being present at the workplace unless otherwise authorised
o 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.
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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
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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 company bona fide allegations in good faith and in terms of the Act.
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