CONFIDENTIAL Annexure A SITA CODE OF ETHICS s t a t e i n f o r m a t i o n t e -1- c h n o l o g y a g e n c y CONFIDENTIAL Annexure A CONTENTS Page 3 Glossary of Terms 1 Introduction 4 2 Scope of the Code 4 3 Ethics 5 4 The Code of Ethics 6 5 Creating awareness 14 6 Compliance 14 7 Adoption of the Code 15 s t a t e i n f o r m a t i o n t e -2- c h n o l o g y a g e n c y CONFIDENTIAL Annexure A GLOSSARY OF TERMS Throughout this document, unless otherwise stated, the words in the first column below have the meanings stated opposite them in the second column: s “SITA” SITA (Pty) Ltd “Code” Code of Ethics for SITA t a t e i n f o r m a t i o n t e -3- c h n o l o g y a g e n c y CONFIDENTIAL Annexure A 1 INTRODUCTION This document comprises the Code of Ethics for SITA. The spirit of the Code is to support ethical and good business conduct by all individuals covered by it as reflected in the scope detailed in Section 2 below. Why should there be a Code of Ethics? The purpose of such a Code is the following: To serve as a brief description of SITA’s core values; and To provide a framework for identifying conduct that is ethical and acceptable for the employees and officials of SITA who, effectively, act as its agents at all levels. 2 SCOPE OF THE CODE In terms of the Code of Ethics, the Code shall apply to the Managers and Directors of SITA (including non-executive directors), employees and/or their representatives. s t a t e i n f o r m a t i o n t e -4- c h n o l o g y a g e n c y CONFIDENTIAL Annexure A 3 ETHICS Why should there be standards of ethics? To ensure that all stakeholders of SITA are aware of the basic values cherished by SITA; and To ensure accountability within SITA in terms of fundamental ethical values and value systems. What are the fundamental values and ethical standards cherished and expected by SITA? SITA identified the necessity for a belief system (Corporate Values) that would contribute to the way SITA treats its clients, makes decisions, develops its employees and partners with suppliers. The following statements reflect the belief system SITA is committed to sustaining: Client Orientation - SITA understands Government’s business requirements as being one of the most important critical success factors to chart the business relationship. SITA acknowledges the client as the reason for it being in business. Therefore, SITA seeks to evolve with its clients. Competency - Being a learning organisation, competency is created and maintained through continuous innovation and learning programmes, developing core strategic competencies required to prosper in a fast-changing environment. An e-leader in the Industry. s t a t e i n f o r m a t i o n t e -5- c h n o l o g y a g e n c y CONFIDENTIAL Annexure A Teamwork - Through the development of the individual, a firm base is established that enhances the individual to operate as part of a team that can consist of various representative levels of expertise and management from inside or outside the organisation. Fairness - SITA treats its staff fairly and ensures fair equitable procurement processes, whilst acknowledging the socio- economic policies of Government. Integrity - SITA, as an agent of the South African Government, is entrusted to deliver IT/IS and related services to, or on behalf of, participating departments and acknowledges the premium of trust bestowed upon the Agency. Integrity consequently forms a cornerstone in decision-making and daily operations. 4 THE CODE OF ETHICS SITA subscribes fully to the Code of Ethics which is reflected verbatim below. SITA (Pty) Ltd Code of Ethics SITA is committed to providing a working environment that is conducive to good business practice. Within this framework, every person involved in SITA shall subscribe to the Code of Ethics. This Code of Ethics shall apply to the managers and directors of SITA (including non-executive directors), employees and/or their representatives. s t a t e i n f o r m a t i o n t e -6- c h n o l o g y a g e n c y CONFIDENTIAL Annexure A All people to whom this Code of Ethics applies shall observe their ethical obligations in such a way as to carry on business without causing harm other than by fair commercial competitive practices. Executive Directors and Managers The directors and managers shall, by reason of their being in control of the business of SITA: be responsible to communicate this code and to ensure its understanding by all the employees of SITA; be responsible for the observance of the ethical obligations of SITA; take the necessary steps for compliance within SITA with the provisions of this Code of Ethics; and be honest and truthful in all their dealings at all times. A Manager has a responsibility to customers of SITA and in particular shall: market the products of SITA accurately; disclose all relevant information on the products which customers cannot reasonably learn for themselves; charge the agreed price or, where no price was agreed, a fair price; s t a t e i n f o r m a t i o n t e -7- c h n o l o g y a g e n c y CONFIDENTIAL Annexure A supply products with a promptness that at least meets the reasonable expectations of the customer and, where there is a delay, inform the customer before expiry of the contemplated delivery period; determine minimum quality standards for the products of SITA and ensure that these products conform to these standards; make known any standard of quality which is higher than the customary standard, and any price premium justified by such higher standard; provide customers with a ready means of lodging complaints about the quality of SITA's products; provide a reasonable guarantee that the products and services for which he/she are responsible conform to the standards of SITA, and replace any product which is below standard; not knowingly supply a defective or dangerous product; and respect the confidentiality of sensitive customer information. A manager shall manage SITA with a view to achieving the greatest possible return for SITA's stakeholders, and in particular shall: strive to reduce inefficiencies in SITA, and establish standards of efficiency in consultation with the other employees of SITA; introduce and employees maintain that the in SITA resources an of awareness SITA, by including time resources, are in limited supply; keep the costs of SITA at the lowest reasonable level; s t a t e i n f o r m a t i o n t e -8- c h n o l o g y a g e n c all y CONFIDENTIAL Annexure A not engage in a restrictive trade practice; and not permit or be involved in any way whatsoever in any acts of bribery and/or corruption. Managers shall in relation to SITA, act honestly and in good faith, and in particular shall: act within their powers, and in the interests and for the benefit of SITA; carry out their duties with the skill and care to be expected from a person of their knowledge and experience, and exercise their own judgement; not permit wastage of the assets of SITA; report accurately to the owners on the performance and prospects of SITA, and justify the confidence reposed in them; furnish to the auditors of SITA all information and explanations which such auditors require for the performance of their functions; not carry on the business of SITA negligently or recklessly; manage SITA in a way which does not unjustifiably increase the risk to creditors of SITA; and report honestly on the financial position of SITA to its creditors. s t a t e i n f o r m a t i o n t e -9- c h n o l o g y a g e n c y CONFIDENTIAL Annexure A Managers shall not place themselves in a position where their personal interests could conflict with their duties to SITA, and in particular they shall not: divulge confidential information of SITA to its competitors or otherwise make improper use of such information; carry on business on their own account when this is forbidden; accept secret profits, bribes or any other corrupt, or unconscionable benefits; acquire for personal benefit of any economic opportunity which is the same business as SITA; or use information which is not yet available to the public for their own gain. A manager shall ensure good buying practices with suppliers of SITA, and in particular he shall: inform a supplier of any bribe or attempted bribe by the supplier's personnel; terminate dealings with any supplier who bribes employees of SITA; and ensure that no bribe is paid to personnel of a supplier of SITA. s t a t e i n f o r m a t i o n t e - 10 - c h n o l o g y a g e n c y CONFIDENTIAL Annexure A The manager shall: deal courteously with employees, with due regard of cultural sensitivities and individual dignity; give due attention to the training and development of employees; and provide safe working conditions, including adequate machinery and equipment and competent supervision. In the appointment, treatment or promotion of employees, SITA shall: not restrict Affirmative Action and ensure adherence to the Equity Act; provide opportunities for individuals whose potential has been restricted by unethical legislation or social discrimination in the past; recognise employees' efforts by fair and adequate remuneration and other means; protect employees against physical, mental or emotional harassment; comply with the laws governing labour relations and conditions of employment; make this Code of Ethics and the reasons for it known to employees; deal openly and fairly when in collective bargaining processes with representatives of SITA employees; and manage SITA in such a way as not to unreasonably jeopardise job security of employees. s t a t e i n f o r m a t i o n t e - 11 - c h n o l o g y a g e n c y CONFIDENTIAL Annexure A The managers of SITA shall not: make dishonest allegations concerning competitors of SITA concerning their products; damage their competitors other than by accepted commercial competitive practice; or acquire confidential information of a competitor by improper means. The managers shall, in the carrying on of the business of SITA: pay due regard to environmental and public health considerations; not retrench employees without taking due consideration of the well-being of society at large; and participate within the means of SITA in projects which will uplift the community in which SITA operates. Employees shall perform their duties diligently and efficiently, and in particular shall: support and assist management to fulfil its commercial and ethical obligations as set out in this code; avoid any waste of SITA's resources, including time; respect the confidentiality of sensitive customer information; help fellow employees meet their obligations; avoid unreasonable disruption of production; use their capabilities and develop their potential, particularly in return for training received; s t a t e i n f o r m a t i o n t e - 12 - c h n o l o g y a g e n c y CONFIDENTIAL Annexure A not divulge any confidential information of SITA to its competitors or otherwise make improper use of such information; act honestly at all times and report any harmful activity they may come across at the workplace; commit to honouring their agreed terms and conditions of employment; not act in any way that may jeopardise the shareholders' rights to a reasonable return on investment; support and assist management to fulfil its commercial and ethical obligations as set out in this code; refuse any bribe, and report attempted bribery to a manager; report any harmful activity observed at the workplace; not abuse a strong collective bargaining position or engage in unreasonable industrial action; and join management in a commitment to improve productivity. An employee shall: not make a false accusation against a fellow employee; not intimidate a fellow employee; recognise fellow employees' rights to freedom of association; and pay due regard to environmental and public health considerations in and around the workplace. s t a t e i n f o r m a t i o n t e - 13 - c h n o l o g y a g e n c y CONFIDENTIAL Annexure A 5 CREATING AWARENESS In line with the SITA Anti-Corruption and Anti-Fraud Strategy: a copy of the Code of Ethics will be made available to every staff member of SITA; relevant sections of the Code shall be communicated to SITA’s suppliers, customers and clients; and the content and values entrenched in the Code of Ethics will be included in awareness programmes and education workshops. 6 COMPLIANCE All employees of SITA– a) shall sign an annual declaration that she or he has read, is familiar with, understands and will conform with this Code. Responsibility for ensuring that all employees have delivered this declaration lies with all managers; and b) who have doubts regarding a questionable situation that might arise, should immediately consult her or his manager who will secure clarity from the Head of Human Resources. s t a t e i n f o r m a t i o n t e - 14 - c h n o l o g y a g e n c y CONFIDENTIAL Annexure A 7 ADOPTION OF CODE _________________________________ Chief Executive Officer SITA (Pty) Ltd _________________________________ Chairperson: Board of Directors SITA (Pty) Ltd s t a t e i n f o r m a t i o n t e - 15 - c h n o l o g y a g e n c y