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SCOPE OF THE ETHICS POLICY

The Bayport Financial Services Ethics policy is inclusive of all areas of the business and applicable to all stakeholders, individual or corporate, public or private sector, natural or unnatural who interact with Bayport such as clients, executives and managers, employee, funders and counterparties, suppliers, shareholders, law makers and regulators as well as communities. It is recognised that the ability to enforce compliance by stakeholders who are not directly managed by the Group is limited.

BAYPORT'S COMMITMENT TO ETHICAL BEHAVIOUR

Bayport is committed to :

• Transparency in all dealings and disclosures

• Consistency in its social, legal and moral obligations

• Responsibility and accountability

• High levels of integrity and credibility

• Focussing on building long term relationships based on loyalty resulting from quality products and services

BAYPORT EMPLOYEES COMMITMENT TO ETHICAL BEHAVIOUR

Ethical behaviour goes beyond legal and compliant behaviour. It is the set of moral principles that govern or influence our behaviour, especially when there are no rules. Personal and corporate values are the driving forces behind ethical behaviour i.e.

• Behaving professionally inside and outside of work
• Not using position of authority and/or facilities provided by the company and/or Group to further your own, your friends' or your relatives' interests
• Not allowing personal interests to influence business decisions
• Disclosing any potential or actual conflicts of interest
• Behaving honestly in all actions
• Respecting viewpoints of all stakeholders, although these may differ from your own
• Zero-tolerance for bribery, corruption, fraud, abuse of power or any other form of unethical behaviour
• Protecting the property and assets of the company and/or Group, including intellectual property
• Maintaining integrity of records and transactions by abiding by allocated access rights
• Complying with the Bayport electronic and information security policy, including the use of e-mail and internet
• Ensuring that all actions comply with applicable laws and regulations, internal controls and policies and procedures
• Maintaining confidentiality around the company and/or Group processes, suppliers, clients and any other stakeholder relationship that are considered key to the Group
• Declaring all invitations and gifts in terms of the Gift Policy

The objective of this Ethics Policy is to create a culture in which ethical behaviour is encouraged and recognised with complete intolerance of unethical behaviour.

DESCRIPTIONS OF UNETHICAL BEHAVIOUR

Unethical behaviour appears in various permutations and degrees of intensity. The descriptions below are some of the known unethical behaviour, but should not be considered exhaustive.

• Theft: The misappropriation of property (including intellectual property) with the intention to steal and/or enrich someone other than the rightful owner.
• Fraud: The unlawful and intentional making of a misrepresentation, which causes actual and/or potential prejudice to another, whether or not there is personal benefit to the perpetrator. The use of the term is in its widest possible meaning and is intended to include all aspects of economic crime and acts of dishonesty.
• Corruption: The abuse of a position of power and/or employment to gain an advantage in contravention of duty, policy and process. It includes the offering/giving/soliciting or accepting of an inducement or reward for certain improper actions, either directly or through a nominee.
• Bribery: Bribery involves the promise, offering or giving of a benefit that improperly affects the actions or decisions of a staff member. This benefit may accrue to the staff member, another person or an entity. A variation of this manifestation occurs where a political party or government is offered, promised or given a benefit that improperly affects the actions or decisions of the political party or government.
• Embezzlement: This involves theft of resources by persons entrusted with the authority and control of such resources.
• Extortion: Coercing a person or entity to provide a benefit to a staff member, another person or an entity in exchange for acting (or failing to act) in a particular manner.
• Abuse of power: This involves a person using his or her positional power and mandate to improperly benefit another staff member, person or entity (or to improperly discriminate against another staff member, person or entity).
• Conflict of interest: This involves an individual acting or failing to act on a matter where the staff member has a direct or indirect interest or another person or entity that stands in a relationship with the staff member has an interest.
• Abuse of privileged information: This involves the use of privileged information and knowledge that a person possesses as a result of his or her employment or other positions held to provide unfair advantage to another person or entity to obtain a benefit, or to accrue a benefit to him or herself.
• Misconduct: Misconduct amounts to any breach of the employment contract and/or the Company's policies and procedures, by an employee. In terms of common law, any breach of the employment contract could result in the automatic review and possible termination of the contract. Misconduct by suppliers and other stakeholders are also covered by this policy.
• Nepotism: This involves a person ensuring that family members/friends are appointed to positions, or that family members are awarded contracts.
• Corporate crimes: The phrase is used to describe all acts rooted in dishonesty perpetrated against the Company and/or the Group, its clients or other stakeholders.
• Favouritism: This involves the provision of a service or resources according to personal affiliation (for example ethnic or religious) of an individual.
• Dishonesty: Dishonesty is a generic term embracing all forms of conduct involving wilful and intentional deception. It can consist of any act, behaviour or omission, which a person/entity is morally entitled to expect a stakeholder to perform. This may include withholding information or making a false statement or misrepresentation with the intention of deceiving.

A well-established whistle-blowing facility for which appropriate awareness has been created, supported by an active zero-tolerance culture within management, is one of the keys to addressing unethical behaviour.

WHISTLE-BLOWERS ARE PROTECTED AGAINST VICTIMISATION BY THE PROTECTED DISCLOSURES ACT 26 OF 2000

Providing a safe reporting mechanism for perceived misconduct or suspected fraudulent or improper behaviour is essential to the effectiveness of this Ethics policy. Any behaviour that may result in the Group or its stakeholders coming to any harm (including reputational) is reportable. Failure to report such behaviour in itself constitutes unethical behaviour. The details for reporting are any of the following channels:

Bayport's anonymous Ethics Hotline details are:

Ethics Line: 0800 BAYPORT (229 7678)
E-mail: ethics@remove-this.bayport.co.za
SMS: 39875 (standard rates apply)
Fax: 086 635 3673

There will be no tolerance for any retaliation against any person who makes reports in good faith and both the Company and the Group are committed to maintain the necessary internal systems and procedures to protect the confidentiality of whistle-blowers.

Remember, anyone who becomes aware or knows of possible misconduct or fraudulent behaviour has a responsibility to report such suspicions to a line manager, human resources practitioner, executive, or one of the above channels.

For the Group to carry out a formal and effective investigation of reported suspected improper acts, as much specific detail should be provided, in particular if possible, the following:

• What alleged wrong-doing you are reporting,
• Where and when the alleged wrong-doing occurred,
• Who was involved,
• How the individual or firm committed the act, and
• Why you believe the activity is improper

Remember that you will not be expected to prove the truth of an allegation, but need to provide sufficient information with regards to the grounds for your concerns. However, if you do not have all the details above, do not be deterred from reporting your suspicions as someone else may be reporting a different aspect of the very same concern.

GUIDANCE, CONFIDENTIALITY, ANONYMITY AND SUPPORT

There may be times when employees and/or stakeholders require support in the interpretation and implementation of this Ethics Policy. This may occur when they are unsure about a decision or action they are required to carry out, or when they observe or suspect inappropriate behaviour by others.

For this policy to be effective, sufficient guidance must be provided for employees and other stakeholders to understand and distinguish between ethical and unethical behaviour. Adequate information must also be provided with regards to the confidential and/or anonymous reporting process when behaviour incongruent with the principles of this Ethics Policy is observed.

• Guidance can be sought from line managers, human resources practitioners and/or executives if this Ethics Policy or other available documentation provides insufficient clarity on ethical guidance.
• Confidential reporting of suspected unethical or fraudulent behaviour can also be directed to line managers, human resources practitioners and/or executives. If confidentiality is required, this should be emphasised.
• Anonymous reporting of suspected unethical or fraudulent behaviour can only be reported via the two anonymous facilities, details of which were provided above.
  • These processes enable employees and other stakeholders to be identified for follow up without their identity being disclosed to the Group
  • Other than through these anonymous reporting facilities, the Group will not respond to anonymous reports. Executives and managers throughout the Group have been instructed to ignore: all unsigned letters, all telephone calls from people who are not prepared to identify themselves, and any communication from unidentified individuals to represent others.

All alleged incidents of misconduct will be investigated and everyone involved in these investigations is required to deal with reports of unethical behaviour in the strictest of confidence.