GROUP ANTI-BRIBERY & CORRUPTION POLICY


  1. PURPOSE

    • 1.1 Anti-Bribery legislation was introduced in the United Kingdom, effective 1 July 2011. It is applicable to Associated British Foods plc (ABF) and its global subsidiaries. Pursuant thereto, Illovo Sugar (PTY) Ltd is obliged to introduce such policies and procedures as will ensure that the company remains compliant with the intention and requirements of the UK legislation.
    • 1.2 It is intended to circumscribe offers / promises / gifts and or requests / agreements to receive / accept:-
      • 1.2.1 “advantages” including lavish gifts, entertainment, travel expenses; free use of company services; loans and guarantees; sub-contracts awarded to family members;
      • 1.2.2 “improprieties”, based on the notion of good faith / impartiality / reasonableness / breaching position of trust; an intention to influence a public official in the performance of their functions.

  2. SCOPE

    • The requirements set out in this Anti-Bribery and Corruption Policy (Policy) apply to Illovo Sugar (PTY) Ltd, its subsidiaries and any joint ventures in which Illovo has an interest (collectively, “Illovo”), and all their directors, officers and employees.

  3. RESPONSIBILITY

    • Responsibility for the maintenance and application of the policy vests in the Anti Bribery and Corruption officer appointed at Corporate level and in each country in which Illovo operates.

  4. REFERENCES

    • 4.1 Group Internal Code of Conduct.
    • 4.2 Code of Conduct and Business Ethics.
    • 4.3 ABF Anti-Bribery Policy.
    • 4.4 The Bribery Act 2000 (United Kingdom legislation).
    • 4.5 Prevention and Combating of Corrupt Activities Act, 2004 (Act No. 12 of 2004)

  5. TERMS, DEFINITIONS AND ABBREVIATIONS

    • 5.1 In this document:-
      • 5.1.1 “ABF“ – means Associated British Foods plc;
      • 5.1.2 “AB&C Officer” – means Anti Bribery and Corruption Officer.(7) 17 November 2014 2
    • 5.2 In practice, the words “bribery” and “corruption” are generally used interchangeably. Corruption is defined as the misuse of power by someone to whom it has been entrusted, for his own private gain. The most common form of corruption is bribery. Bribery usually involves giving or offering money, a gift or something else of value to someone in business or government (i.e. in either the commercial or the public sector) in order to obtain or retain a commercial advantage or to induce or reward the recipient for acting improperly or where it would be improper for the recipient to accept the benefit. Bribery can also take place where the offer or giving of a bribe is made by or through a third party, i.e. an agent, representative or intermediary.
    • 5.3 Both the giving and receiving of bribes is a criminal offence in most jurisdictions and such behaviour is also strictly prohibited by Illovo.
    • 5.4 Bribes often involve payments (or the promise of payments), but can include other benefits or advantages. For example, bribes could include:
      • 5.4.1 lavish gifts, entertainment or travel expenses, particularly where they are disproportionate, frequent or provided in the context of on-going business negotiations;
      • 5.4.2 payments made indirectly on Illovo's behalf, by employees or third parties such as agents or introducers;
      • 5.4.3 the uncompensated use of company services, facilities or property;
      • 5.4.4 providing a sub-contract to a person connected to someone involved in awarding the main contract;
      • 5.4.5 engaging a local company owned by or offering an educational scholarship or work experience/internship to a member of the family of a potential customer/ public or government official; and
      • 5.4.6 political or charitable donations made to a third party linked to, or at the request of, someone with whom Illovo does business.
    • 5.5 Facilitation payments are small payments or fees requested by government officials to speed up or facilitate the performance of routine government action (such as the provision of a visa or customs clearance). In some countries it may be considered normal practice to make such payments, but they are often nonetheless illegal in these countries.

  6. PROCEDURE

    • Facilitation payments
    • 6.1 Illovo does not permit facilitation payments.
    • 6.3 There may be very exceptional circumstances where a facilitation payment is unavoidable (e.g. because of a threat to, or otherwise the impact on, an individual’s personal well being (7) 17 November 2014 3 or safety). Any such payments must immediately be brought to the attention of your line manager or AB&C Officer and must be properly accounted for.
    • Gifts and Hospitality
    • 6.4 Employees must not request, accept, offer or provide gifts or hospitality designed to induce, support or reward improper conduct including in connection with any business or anticipated future business involving Illovo: for example, where they might be seen to compromise the receiver’s judgement and integrity.
    • 6.5 This requirement extends to the provision or acceptance of gifts or hospitality through any third parties or to or by members of the family of an employee of an actual or a potential customer. In addition, employees must not provide gifts, hospitality or any other advantages to potential customers or government officials at their own expense. Anything of value, such as a ticket to a sporting/cultural event, food or drink or travel expenses would constitute a gift or hospitality for the purposes of this policy. You should use your own judgement to assess what is acceptable, taking account of this Policy and the requirements for approval detailed in paragraph 6.8 below.
    • Nominal exceptions
    • 6.6 Modest gifts and hospitality may usually be offered or accepted provided there is no expectation or belief that something will be given in return. Where you are not sure whether a gift or hospitality is otherwise appropriate, you must seek prior approval from your line manager or the relevant AB&C Officer prior to offering or accepting the gift or hospitality as per the prescribed process.
    • 6.7 For the avoidance of doubt, the following will not require approval:-
      • 6.7.1 branded promotional products of nominal value (e.g. pens, calendars, t-shirts);
      • 6.7.2 common courtesies such as drinks, sandwiches or modest refreshments provided at Illovo's or third party’s premises in connection with a legitimate business meeting.
    • Prior approval for gifts and hospitality
    • 6.8 You must always seek prior approval for:-
      • 6.8.1 entertainment/hospitality (eg, a meal, invitation to a show or sporting event, business trip expenses, etc) that exceeds:-
        • (a) R1 000 per person per event (members of the group Executive Committee);
        • (b) R500 per event (all other staff);
      • 6.8.2 any gift the value of which exceeds R500 per person.
    • 6.9 In addition to considering the proportionality and intent behind the proposed gift or hospitality, you should also consider the frequency and appropriateness of timing. Even relatively modest gifts and hospitality which are given / received frequently or, for example, during a contract negotiation period could be perceived as inappropriate. Therefore, even where a particular proposal does not exceed the approval threshold, you must satisfy yourself that it is not inappropriate or prudent to seek approval, and line managers should also bear such factors in mind when approving expenses. If you are the (7) 17 November 2014 4 recipient of an unexpected level of gifts or hospitality which appears to exceed the approval limits, you must declare the item to your Line Manager or the AB&C Officer after the event. In respect of a gift, if its retention is not considered appropriate, you may be required to return it, surrender it to Illovo, or give it to charity.
    • 6.10 Some gifts and hospitality are never acceptable, namely:
      • 6.10.1 gifts of cash or equivalents (e.g. gift certificates, loans);
      • 6.10.2 gifts and hospitality that are indecent, inappropriate or would damage Illovo's integrity or reputation;
      • 6.10.3 gifts and hospitality that breach any local law or regulation;
      • 6.10.4 gifts and hospitality that the recipient is not permitted to receive by their employer/principal. If there is any room for doubt in this regard, written notice of the intention to make the gift or offer the entertainment/hospitality should be given to the recipient or the recipient's employer/principal to enable them to advise in advance if acceptance by the recipient would contravene any applicable policies/local law.
    • Gift and Hospitality Register
    • 6.11 All gifts and hospitality which require approval are required to be fully documented in a local Gifts and Hospitality Register. Outward gifts and hospitality which are below the approval thresholds will be subject to the usual expenses approval processes, and will not be approved if the relevant approver considers that the expense is inappropriate. Such instances are required to be reported to the AB&C Officer.
    • 6.12 The Register and the expenses process will be subject to regular review by Internal Audit. Such review of the Register will include monitoring not only the value of individual gifts and hospitality, but also the frequency and aggregate value of gifts and hospitality offered/received by particular individuals / companies.
    • 6.13 The register template to be used is as per the template provided by the AB & C Officer.
    • Agents, representatives, intermediaries and other third parties
    • 6.14 Illovo could incur criminal liability for the acts of agents, representatives and other intermediaries who are involved in bribery when they are acting on its behalf.
    • 6.15 Before engaging a third party you should consider whether the use of such a person is necessary; whether the proposed person is appropriate for the role (including by reference to their expertise and any possible conflict of interest); and whether the proposed remuneration is appropriate. The management of each Illovo group company is responsible for following the third party processes set out in the Bribery Risk Assessment for Third Parties (available on the Illovo intranet) and applying the relevant procedures in relation to the appointment of agents, representatives, intermediaries and other third parties, including the investigation and verification of such third parties’ owners, directors and business history.
    • 6.16 Agents, representatives and intermediaries engaged to represent Illovo’s interests must comply with the Illovo Code of Conduct and Business Ethics, including relevant anti-bribery provisions. Illovo’s expectations in this regard must be communicated to and (7) 17 November 2014 5 followed by such persons/entities, and appropriate contractual protections and safeguards must be put in place where necessary.
    • 6.17 Commission and other payments to any agents, representatives or intermediaries under an approved intermediary (or equivalent) agreement must be properly recorded, approved and paid in accordance with the agreement and any other legal requirements. All payments must be made by direct bank transfer (not to any third party) into the country in which the agent, representative or intermediary has its principal place of business or performs the services. Any request for payment to a third party of a commission, service fee or other fees in a manner that is not in accordance with this Policy must be approved by the AB&C Officer.
    • Dealing with governments
    • 6.18 While the principles of this Policy apply to dealings across both the public and private sectors, particular care is required in relation to any dealings with governments, government agencies, or government-owned or controlled businesses, particularly where a contract is already held with the relevant government or government entity and / or you are bidding for business from that government or government entity.
    • 6.19 Examples of government and public officials include:-
      • 6.19.1 anyone holding a legislative, administrative or judicial position, including government ministers, elected representatives of national, regional or local assemblies, officials of a political party, civil servants, magistrates or judges;
      • 6.19.2 an employee, officer, agent or other person acting in an official capacity for a government, government department, government or public agency, public enterprise, or commercial enterprise owned in whole or in part by a government; and
      • 6.19.3 an employee, officer, agent or person acting in an official capacity for a public international organisation, such as the World Bank, United Nations or the European Commission.
    • 6.20 Special considerations apply where you intend to offer a gift or hospitality to a public or government employee or official. Other than the nominal exemptions referred to in paragraph 6.6 above, you will always require prior approval from your local AB&C Officer, regardless of whether or not the value of the gift or hospitality is above or below the thresholds specified in paragraph 6.8.
    • 6.21 Approval from the AB&C Officer is required prior to offering a gift or hospitality to any government or public officials including in relation to:
      • 6.21.1 paying or reimbursing travel, hospitality or entertainment expenses (e.g. airfares, meals or hotel bills);
      • 6.21.2 making gifts; and
      • 6.21.3 making charitable contributions.
    • 6.22 All gifts and hospitality to government and public officials, other than the nominal exceptions referred to in paragraph 6.6 above, are also required to be entered in the local Gifts and Hospitality Register.
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    • 6.23 Your local AB&C Officer will be able to advise you of any limited relevant local variations to the Policy, for example in respect of customary gifts which are lawful and do not give rise to a perception of bribery or corruption.
    • Political donations
    • 6.24 It is the policy of Illovo not to make any political donations as an organisation. If employees choose to make personal donations from their own money, this must not be with a view to influence a third party for the benefit of Illovo, or in any way that might give the impression that such influence is intended
    • Charitable donations
    • 6.25 Illovo does contribute to the communities in which it does business and permits reasonable donations to charities from company funds. However, Illovo must be certain that charitable donations cannot be viewed as an attempt to buy influence for the benefit of Illovo or in any other way as being improper, and on a worst case basis are not disguised unlawful payments to private individuals or public officials in violation of anti-corruption laws. Care should be taken to ensure that the charity is legitimate and that any donation is not diverted to other beneficiaries. No charitable donation should therefore be made or agreed without first referring to your local AB&C Officer for approval.
    • Compliance and oversight
    • 6.26 Every Illovo employee is responsible for compliance with this Policy.
    • 6.27 Responsibility for oversight of the Policy and its enforcement has been assigned to the AB&C Officers at each Illovo operating subsidiary, with the assistance of Group Corporate Affairs department. Ultimate responsibility for the Policy is taken by the Illovo AB&C Officer. Adherence to the Policy will be subject to regular review by Internal Audit
    • 6.28 Illovo will also arrange regular training for relevant employees regarding this Policy and general compliance with anti-bribery obligations. All new employees whose day-to-day activities may be affected by this Policy will receive appropriate training within a reasonable time after commencing employment and will certify that they have received a copy of and will comply with this Policy and all associated laws and procedures.
    • Non-Compliance
    • 6.29 Given the serious nature of a breach, an employee’s failure to comply with this Policy, whether intentionally or by an act of negligence, may lead to disciplinary action being taken that could ultimately result in termination of employment.
    • Reporting Issues Internally
    • 6.30 All Illovo employees are required to assist in tackling fraud, corruption and other malpractice within the organisation. If you are aware of, or suspect that bribery may be taking place within Illovo, you should report your suspicions to an appropriate person (which will usually be your local AB&C Officer). If you are in doubt that your concerns have been or will be dealt with properly, you should raise the matter directly with any senior company officer or by contacting the Illovo Sugar Crimeline facility “Tip Offs Anonymous”.
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    • 6.31 This will enable Illovo to investigate the allegation swiftly and will ensure that your identity is protected in terms of the relevant group Fraud Policy.
    • 6.32 No employee will ever be prejudiced in any manner should Illovo lose business as a result of his / her refusal to pay bribes or engage in corrupt activities. In addition, if you genuinely believe that there is some form of malpractice occurring and you raise a concern in good faith and without malicious intent, Illovo is bound to ensure that you do not suffer any disadvantage in the workplace as a result of speaking up, whatever the outcome of the investigation.
    • Investigations
    • 6.33 There may be instances in which Illovo wishes to investigate a specific issue or allegation, in which event, an audit or investigation of records, books and accounts may be performed to prevent and detect violations of anti-corruption laws and procedures and to ensure compliance with Illovo policies, practices, and procedures.
    • 6.34 While performing such an audit or investigation, the investigating team may seek the assistance of any Illovo personnel. All personnel have a duty to comply with such requests for assistance.


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