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GuySuCo's Code of Conduct


CORE VALUES

New ways of organising people and work within the company are giving each of us more decision-making responsibilities.  Given the complexity and constantly changing nature of work and our world, no book of hard and fast rules – however long and detailed – could ever adequately cover all the ethical dilemmas people face.  In this context, every GUYSUCO employee, manager or director is asked to take leadership in ethical decision making.

PERSONAL VALUES AND CORPORATE INTEGRITY

In most situations, our personal values and honesty will guide us to the right decision.  But in our capacity as employees and representatives of GUYSUCO, we must also always consider how our actions affect the integrity and credibility of the Company as a whole.  Our business ethics must reflect the standard of conduct outlined in this Code of Conduct.

Our decisions as to what is ethical business practice in GUYSUCO must be guided by our core values that form the basis of our conduct as a business.  From these statements stem a series of commitments that we as GUYSUCO employees make to each other, to shareholders, customers, suppliers and the communities in which we do business.

A SHARED RESPONSIBILITY

Our core value on commitments emphasises our intention to fulfil our commitments and to do so with integrity.  It means that each employee is doing his or her best to live by the standard of business conduct outlined in this Code of Conduct.

ETHICAL COMMITMENTS

This document takes a more in-depth look at what it means to put these values to work in our company.  When individuals choose to disregard the Code we all could suffer from damage to corporate reputation and the ensuing loss of customers, community and employee goodwill and profitability.

The managers of the company are responsible, by reason of their being in control of the carrying on of the business of the company to:

¨        Communicate this code to the employees of the company;

¨        Be responsible for the observance of the ethical obligations of the company;  and

¨        Take the necessary steps to ensure behaviour that comply with the provisions of this Code of Ethics.

Employees will perform their duties diligently and efficiently, and in particular:

¨        Support and assist management to fulfil its commercial and ethical obligations as set out in this code.

KNOW WHAT’S RIGHT.  VALUE WHAT’S RIGHT.  DO WHAT’S RIGHT


COMMITMENTS TO GUYSUCO’s STAKEHOLDERS

This section outlines the commitments that GUYSUCO makes to stakeholders.  The ethical conduct of GUYSUCO is the collective conduct of its employees, managers and members of its board of directors.

The section “living the commitments” outlines more specific guidelines on each individual's role in making the commitments more than just words.

EMPLOYEES

GUYSUCO values the contribution of all its employees and treats each individual with respect.  With regard to employees GUYSUCO is committed to:

¨        Deal courteously with employees, having regard for cultural sensitivities and individual dignity;

¨        Give due attention to the training and development of employees;

¨        Provide safe working conditions including adequate machinery and equipment and competent supervision and will see to it that proper training/procedures are in place;

¨        Not unreasonably forbid an employee from carrying on other activities in companies which are not competitive with it, provided it does not interfere with the performance of the employee and proper prior written approval has been obtained. No GUYSUCO infrastructure, including time, will be utilised for other activities.

¨        In the appointment, treatment or promotion of employees of the company:

q       not discriminate on any ground which does not affect the carrying out of the duties of the employee;

q       provide opportunities for individuals, within the business requirements of the Company;

¨        Recognise employees’ efforts by fair and equitable remuneration and other means;

¨        Protect employees against physical, mental or emotional harassment on the company premises;

¨        Deal openly and fairly when involved in collective bargaining processes and consultation with representatives of the employees of the company;

¨        Manage the company in such a way as not to unreasonably jeopardise job security of employees.

¨        Communicate information with factual relevance to employees without divulging sensitive strategic information which would jeopardise the competitive position of the company

¨        Recognise the importance of its employees and the implementation of and compliance with the laws governing labour relations and conditions of employment.


SHAREHOLDERS

Profits are essential to the continued existence of the Company and to the well being of all that depend on it.  GUYSUCO seeks to provide sustainable value to shareholders, while maintaining financial prudence.

The company endeavours to act in the shareholders best interest and is committed to:

¨        Act within its powers and in the interests and for the benefit of the shareholders;

¨        Not permit wastage of the assets of the company;

¨        Report accurately on the performance and prospects of the company;

¨        Furnish to an auditor of the company all information and explanations which the auditor requires for the performance of their functions;

¨        Not carry on the business of the company negligently or recklessly.

CUSTOMERS

Customers deserve high quality products and service.  The business focus of all the company’s daily activities is to deliver customer satisfaction, superior value and product excellence through market leadership.

GUYSUCO will maintain high ethical standards in all our customer relations and all our employees share the commitment to provide quality products and uncompromising service to all our customers and consumers.

SUPPLIERS

GUYSUCO is fair in its choice of suppliers and honest in all business interactions with them.

Purchasing decisions are made on the basis of such criteria as competitive price, quality, service, reputation and the ability to deliver on time.

We honour purchasing agreements and will maintain high ethical standards in all our business transactions.

THE SOCIETY AT LARGE

GUYSUCO as a corporate citizen and business leader will uphold consistent corporate standards of ethical business conduct.

¨        Wherever it operates, the company abides by all national and local laws.

¨        GUYSUCO is committed to pay due regard to environmental and health issues that may arise because of its products, operations and business activities.  GUYSUCO’s environmental policies set minimum requirements for sound environmental practices.

¨        GUYSUCO, directly and through its employees, contributes to the general well being and improvement of the society at large.


¨        In winding up the company or a part thereof, GUYSUCO shall take due cognisance of the impact thereof on all stakeholders and the community in which it operates.

¨        GUYSUCO acknowledges the rights of all employees to participate in the political process.  However, employees are prohibited from using their positions within GUYSUCO or Company assets to influence the personal decisions of others to contribute to or otherwise support a political party or candidate.


LIVING THE COMMITMENTS

GUYSUCO’s ability to live up to its commitments and ethical standards is directly dependent on the day-to-day choices of everyone who does business in the company’s name.  GUYSUCO has firm expectations regarding the ethical behaviour of all stakeholders.  This section outlines the standard of ethical practice expected from each employee, manager and member of the board of directors.

OUR COMMON WORKING ENVIRONMENT

Each employee has responsibility for creating and sustaining a pleasant, secure, and productive working environment.

We will all strive to communicate our ideas and concerns in an honest and clear manner.  We will make sure that our criticisms are both direct and constructive, and accept candid feedback from others in the same spirit.  Developing our ability to resolve problems and work effectively as team members is an ongoing challenge.

Respect for the differences in background, experiences, perspectives and talents that each individual brings to the team are a fundamental value.

Employees and managers will:

¨        Not make a false accusation against a fellow employee;

¨        Not intimidate a fellow employee;

¨        Recognise fellow employees’ right to freedom of association;

¨        Deal courteously with other employees, having regard to cultural sensitivities and individual dignity;

¨        Act honestly at all times;

¨        Report any harmful activity observed at the workplace;

¨        Not engage in unreasonable industrial action;

¨        Join management in a commitment to improve productivity and company performance;

¨        Avoid unreasonable disruption of production;

¨        Use their capabilities and develop their potential as much as possible;

¨        Not divulge any confidential information of the company to its competitors, suppliers and other parties, or otherwise make improper use of such information;

¨        Commit to honouring their agreed terms and conditions of employment;


¨        Not act in any way that may jeopardise the shareholders’ rights to an optimum return on investment;

¨        Refrain from acting/behaving in a manner, which might damage the public image of the company;

¨        Avoid wastage of company resources;

¨        Not misuse drugs or alcohol, both legal and illegal, while conducting Company business.  GUYSUCO prohibits the use distribution or sale of drugs and alcohol on its premises;

¨        Not use their positions within GUYSUCO or company assets or premises to influence the personal decisions of others to contribute to or otherwise support a political party or candidate.

The shareholders will:

¨        Confer on the managers of the company sufficient authority to carry out the responsibilities imposed on the managers;

¨        Support managers with sufficient resources to attain approved business goals and objectives

RELATIONSHIPS WITH CUSTOMERS

Our credibility with our customers depends on our ability to fulfil our commitments.  Every time a GUYSUCO employee does not fulfil a commitment to a customer, some hard-earned customer trust is lost.

Managers and employees are committed to market the products of the company accurately and will:

¨        Honour Trading Terms and Agreements;

¨        DiGuySuCoose all relevant information regarding the products which customers cannot reasonably learn for themselves;

¨        Package the products in a manner which is not misleading and meets the customer’s reasonable expectations;

¨        Charge the agreed/informed price;

¨        Accurately supply and deliver the products according to order with a promptness that at least meets the reasonable expectations of the customer.

Managers are responsible to maintain quality standards, and in particular, will:

¨        Determine minimum quality standards for the products of the company and ensure that the products conform to these standards;

¨        Provide a reasonable guarantee that its products conform to the standards of the company;

¨        Not knowingly supply a defective or dangerous product;

¨        Provide customers with a ready means of lodging complaints about the quality of the company’s products.


Managers will manage the company with a view to achieve the optimum benefits for customers and will:

¨        Strive to reduce inefficiencies in the company, and establish standards of efficiency in consultation with the employees and customers of the company;

¨        Introduce and maintain in the enterprise an awareness by all employees that the resources of the company and it’s customers, including time resources, are in limited supply;

¨        Keep the costs of the company at the lowest reasonable level;

¨        Not permit any acts of bribery.

A manager shall respect the confidentiality of sensitive customer information.

We should not hesitate to let our customers know, in a respectful way, that we expect them to also deal with GUYSUCO in an ethical manner.

Customers must always endeavour to:

¨        Honour Trading Terms and Agreements

¨        Pay the company for products received, in accordance with the agreement between the parties, and only withhold payment on items which are in dispute;

¨        Raise concerns timeously within the agreement between the parties;

¨        Be transparent and fair in their negotiations with the company and act towards its employees with dignity and respect;

¨        Not abuse a position of market dominance or engage in a restrictive trade practice.

Customers must endeavour not to:

¨        Make false allegations concerning defects in products supplied to them by or through the company;

¨        Claim a full refund for goods supplied to them which they return, if they were damaged while in their possession and control;

¨        Divulge sensitive information where indicated.


 
RELATIONSHIP WITH SUPPLIERS

Our commitment to dealing fairly and honestly with suppliers means that employees responsible for buying materials and services on behalf of the Company must consciously and consistently guard their objectivity.

Employees and managers will ensure good buying practices with suppliers of the company and in particular will:

¨        Act fairly in its choice of suppliers

¨        Inform a supplier of any bribe or attempted bribe by the supplier’s personnel of an employee of the company;

¨        Terminate dealings with any supplier which bribes employees of the company;

¨        Ensure that no bribe is paid to personnel of a supplier to the company;

¨        Not give the impression that they have the authority to commit the company to a transaction for which they are not duly authorised.

¨        Supply the correct information to creditors when applicable

¨        Inform a creditor concerned of any inability by the company to meet any obligations;

¨        Will pay creditors according to sales/purchase agreements.

The managers of the company shall ensure compliance by the company with its debt obligations and in particular shall:

¨        Not apply funds acquired from a lender to a purpose which is contrary to any agreement with that lender;

¨        Manage the company in a way which does not unjustifiably increase the risk of the company

We should not hesitate to let our suppliers know that we trust them to also commit themselves to deal with GUYSUCO in an ethical manner.  These commitments are detailed in the section that deals with our commitments to our customers. We in particular expect our suppliers to:

¨        Ensure that they provide a sound and safe product;

¨        Have regard to the expectations of the company’s customers to receive products of good quality at a competitive price within the contemplated delivery period;

¨        Not to pay any bribes to managers or employees of GUYSUCO and to report to GUYSUCO any attempted bribery by the personnel of GUYSUCO.


 
GATHERING COMPETITIVE INFORMATION

GUYSUCO employees and managers will not use improper means of gathering information about competitors. Unacceptable means include:

¨        Theft and illegal entry

¨        Illegal electronic search

¨        Paying bribes for exchange of competitor information

¨        Misrepresentation to gain information

With regard to competitors, employees and managers should not:

¨        Make dishonest allegations concerning competitors or their products;

¨        Compete with their competitors other than by accepted commercial competitive practice;

PROTECTING THE ASSETS OF THE COMPANY

Collectively, we have a responsibility to protect the company’s assets and ensure their efficient use.  Theft, carelessness, unauthorised use and unnecessary waste have a direct impact on the Company’s profitability and, ultimately, on all of our jobs.

¨        Supplies and equipment purchased by the company are intended to be for GUYSUCO business purposes only.  Any other use – for after hours charitable work, for example – must receive prior approval from your authorised manager.

¨        Everyone involved in operating equipment, bears a responsibility for understanding its proper use and maintaining it in good condition.

¨        Information is a key corporate asset.  Release of business or technical information and documents to third parties must receive prior approval from your manager.

¨        Employees who have access to proprietary and confidential information – which may range from engineering designs to employee records, data entrusted to us by a customer or competitor – must take every precaution to keep it confidential.  Our obligation to protect GUYSUCO’s proprietary and confidential information continues even after we leave the Company.

¨        Protecting of company information also means reporting information completely and accurately.  Trying to hide bad news through misleading figures undermines trust over the long term.

¨        The reputation of the Company, its employees and its products are also important assets that you have a responsibility to protect.

¨        Staff should always conduct GUYSUCO business as if it is their own. Company funds, property, equipment, telephones, fax machines, copiers and all other items are to be used for GUYSUCO business purposes only.


 
USING COPYRIGHTED MATERIAL

In our daily activities we use materials which are protected by copyright laws.  These materials include for example computer software packages, books, publications, training manuals, methodologies and presentation slides.

Reproducing, distributing or altering copyrighted materials without the permission of the copyright owner or authorised agents is forbidden.  When we use such copyrighted materials we must always give credit to the copyright owner.

Many computer software packages are licensed to GUYSUCO for use in our daily activities.  These packages must not be illegally copied for personal, company or customer use.

Al work performed by employees during the course of their employment with GUYSUCO and eligible for copyright, shall be and remain the sole property of GUYSUCO and ownership of copyright shall vest in GUYSUCO.

CONFLICTS OF INTEREST

A “conflict of interest” occurs when our private interests interfere – or even appear to interfere – in any way with the interests of the company as a whole.

It is the responsibility of each employee to declare, in writing to the company, all interests in which the employee, his spouse, children or partners are involved, and which could affect the interests of the GUYSUCO group.

It is the responsibility of the employee to ensure that the information and documentation held by GUYSUCO regarding conflicting interests, are complete and up to date at all times.

Neglecting to declare conflicting interests can lead to disciplinary action and even dismissal.  The necessary forms to declare your interest can be obtained from your manager.

OUTSIDE ACTIVITIES

GUYSUCO employees, managers, and members of the board of directors must not serve as directors or managers of any company which might supply goods or services to GUYSUCO, buy goods or services from GUYSUCO, or compete with GUYSUCO, without prior approval.

There are cases, however, where an outside business, or additional part-time work does not constitute a conflict of interest.  Employees must get prior approval from the authorised General Manager and it is the employee’s responsibility to ensure that the two activities are strictly separated.

Employees must ensure:

¨        That they do not do the other interests’ work in GUYSUCO time

¨        That customers or colleagues from their outside activity do not contact them at GUYSUCO


¨        That they do not use GUYSUCO equipment , supplies, infrastructure or the time of GUYSUCO or it’s personnel, for their outside work or own interests.

¨        That they do not promote products or services from their outside business to other GUYSUCO employees during working hours.

¨        That they do not attempt to sell products or services from their outside interests back to GUYSUCO.

GIFTS AND ENTERTAINMENT

The guidelines on “gifts and entertainment” apply to anything given as a result of a business relationship for which the recipient does not pay fair market value.  This includes meals and beverages, travel and accommodation for business or vacation purposes, tickets or invitations to sporting or cultural events, discounts not available to the general public, cash, art objects, and any other merchandise or services.  The guidelines apply at all times:  they do not change during traditional gift-giving seasons, nor during the planning of a company event.

Business gifts and entertainment are courtesies designed to build understanding and goodwill among business partners.  The problem arises when they begin to compromise – or even appear to compromise – our ability to make objective and fair business decisions.  Offering or receiving any gift, gratuity, or entertainment that might be perceived to unfairly influence a business interaction involves the person in a conflict of interest situation.

For this reason, GUYSUCO employees must as a general rule not accept gifts and gratuities from suppliers or potential suppliers, except for promotional items of limited value (such as inexpensive pens, mugs, and calendars that bear the company’s name) and the occasional meal. 

The same standards apply to the company’s dealings with its customers:  GUYSUCO does not offer gifts and gratuities to employees of customers or potential customers, except for modest items for promotional purposes.  All such gifts must be properly reported on expense statements.

Business entertainment must also be moderately scaled and clearly intended to facilitate business objectives.  As a general guideline, business entertainment in the form of meals and beverages is acceptable, as long as it is modest, infrequent, and as far as possible on a reciprocal basis.

As these guidelines cannot cover every eventuality, the onus is on individual employees to use good judgement.  “Everyone else does it” is not sufficient justification. Any receiving of gifts and entertainment must be reported according to the following guidelines:

1.                  Declaration of gifts and entertainment received.

Management of each division must provide a register at the main reception desk of the division for the purpose of declaration of gifts and entertainment.  It is the responsibility of all employees and managers to enter details of all gifts and entertainment received in the register eg.

·         Invitation to attend functions and business meals

·         Gifts of limited value (excluding promotional items)


2.                  Gifts and entertainment that needs approval from General Management.

It is important to notice that gifts and entertainment, with the exception of business meals and gifts of limited value, are accepted on behalf of GUYSUCO. General Management will decide how to deal with the gifts and entertainment and will nominate the persons to attend any event on GUYSUCO’s behalf. The gifts and entertainment in this category include for example:

·         Golf invitations

·         Sporting events (Rugby, cricket etc )

·         Holidays and overseas trips

·         Any gifts of material value.

BRIBES AND KICKBACKS

Under no circumstances is it acceptable to offer, give, solicit, or receive any form of bribe, kickback, or inducement.  Under some conditions these are criminal actions that can lead to prosecution and disciplinary action which can lead to dismissal.

INVESTMENT AND SECURITIES TRADING

Any direct or indirect investment in one of GUYSUCO’s competitors, creates a potential conflict of interest.  GUYSUCO employees, managers and members of the board of directors must not invest in or control an organisation that competes with any business or activity of the company, without prior written permission (except in the case of publicly traded shares). Investment in an organisation that is or may be a supplier of goods and/or services to the company, with the exception for publicly traded shares, is also prohibited.

FAMILY AND FRIENDS

While conflict of interest guidelines are not intended to unduly interfere with an employee’s family or personal life, there are situations where the actions of family members and close personal friends may constitute a conflict of interest for the employee.

 For example, any gifts or other benefits offered to family members by suppliers or potential suppliers are considered business gifts subject to the gifts and entertainment guidelines.  If an employees’ spouse, relative, or close personal friend is an employee of or has a substantial interest in a business seeking to provide goods and services to GUYSUCO, the employee must ensure that he/she does not attempt to use his/her position in GUYSUCO to influence the bidding process or negotiation in any way.

If an employee is directly involved in purchasing functions, the employee must declare this conflict of interest to their managers immediately.


ACKNOWLEDGEMENTS

In preparing this Code of Conduct we use the work of other organisations.  We would like to give credit to those organisations that contributed to our endeavour to make GUYSUCO an ethical compliant company.

¨        Booker Tate Limited

We would also like to thank the many GUYSUCO employees for their input by reviewing drafts and raising comments and concerns.