Corporate Governance

• No employee, officer, manager or board member may have a personal, financial or family interest that could in any way prevent the individual from acting in the best interests of the group; and
• Any employee, officer, manager or board member must be sensitive to appearances of conflicts of interest as well as to actual or potential conflicts of interest. Actual or potential conflicts of interest can take many forms including, for example, employment, consulting or agency relationships, business investments, receipt of improper personal benefits and competition, directly or indirectly with the group.

All actual or potential conflicts of interest must be reported to management promptly.

Any conflict of interest waiver relating to board members or senior member of the group may only be made after review and approval by the respective company board, in writing, upon the recommendation of the governance, risk and compliance function. Any such waiver, where appropriate, must be publicly disclosed to the extent required by law.

Employees, officers, managers and board members are prohibited from exploiting for themselves business opportunities discovered as a result of their position with the group. All such opportunities belong to the group and may not be used by employees, officers, managers and board members for personal gain unless first offered to the group and rejected by it in writing.

All employees, officers, managers and board members must submit an annual written statement confirming their compliance with the principles of being free from conflicts of interest.

All employees, officers and managers of the group should coordinate their written returns through the head of human resources and an appropriate summary statement of compliance be produced for review to the head of the governance, risk and compliance function.

Directors should include this separate statement with their annual statement of independence to the head of the governance, risk and compliance function.

Where these circumstances change, individuals should, on a timely basis, advise the head of human resources or the head of the governance, risk and compliance function, as appropriate, of the changed circumstances for their respective consideration and recommendation.