Level 1 Nedbank Code of Ethics and Conduct Policy NEDBANK GROUP: GROUP COMPLIANCE

Ref: Driekie Havenga Nedbank Code of Ethics and Conduct Policy | 1

CONTENTS

1 The Nedbank Group view on ethical conduct 3.9 Inappropriate personal relationships 1.1 Structure of the Nedbank Code of Ethics 3.10 Dress code and Conduct 3.11 Political donations or sponsorships 1.2 What Mike Brown, our Chief Executive, says 3.12 Gossiping about ethics 3.13 Rumour mongering 1.3 The Nedbank conduct philosophy and business case 3.14 Social media for a responsible and sustainable organisation 3.15 Cellphone usage during working hours 1.4 Our values 3.16 Personal account and insider trading 1.5 International standards, best-practice guidelines 3.17 Personal financial management and specific legislation 3.18 Personal use of organisation resources 1.6 Nedbank Group Board Ethics Statement 3.19 Stakeholder engagement 1.7 Leading with integrity 3.20 Declaration of secrecy and privacy requirements 1.8 Who is covered by the code? 3.21 Removal of documents from organisation premises 1.9 Our core values in action 3.22 Preventing financial crime, bribery and corruption 1.10 Test for ethical conduct – What is fraud? – What is corruption? – What is dishonesty? 2. Our stakeholders – What is theft? 2.1 Our employees 3.23 Facilitation payments 2.2 Respecting our clients 3.24 Avoiding conflicts of interest 2.3 Fair and reasonable market conduct 3.25 Relationships with business partners 2.4 Shareholders 3.26 Gifts and entertainment 2.5 Responsible investing 3.27 Loyalty schemes 2.6 Competitors 3.28 Recording of meetings 2.7 Respecting society 3.29 Entrapment 2.8 Respecting the environment 3.30 Group Policies 2.9 Governments, regulators and supervisors 2.10 Competition law 2.11 Risk management relating to money laundering, 4. The Nedbank Group Ethics Office the financing of terrorist and related activities 4.1 The Ethics Office and sanctions 4.2 What does the Ethics Office do? 4.3 What does the Ethics Office not do? 4.4 Non-retaliation 3. General conduct guidelines 4.5 The Ethics Panel 3.1 Harassment and discrimination 4.6 The Managers Toolkit 3.2 Drug and alcohol abuse 4.7 Contact the Ethics Office anonymously 3.3 Physical security and confidentially 3.4 Occupational health and safety 4.8 Investigations 3.5 Smoking 3.6 Lending/Borrowing/Giving colleagues money 3.7 Intellectual property/Studying 5. Definitions 3.8 Electronic communication, training and acknowledgements Nedbank Code of Ethics and Conduct Policy | 2

1 THE NEDBANK GROUP VIEW ON ETHICAL CONDUCT

1.1 Structure of the Nedbank Code of Ethics ‘Nedbank is committed to the highest ethical and Conduct standards in conducting its business. These The code will introduce you to the behaviours and ethical standards reflect our belief that conduct that will create an open, fair and honest business should be conducted with integrity. environment where Nedbankers can flourish and the group can become a great employer and a great Personally, I believe this commitment is at organisation. The code underpins the work ethic that the core of our values that make Nedbank a is expected from all of us, our suppliers and business great place to work, a great place to bank associates and assists us in meeting every legal and moral obligation. and a great place to invest. The Code of Ethics and Conduct is our solemn promise The code is structured in the following manner: that these ethical standards will underpin • Mike Brown, our Chief Executive, gives his personal every feature of our endeavours, both belief and commitment to uphold the highest ethical standards and points out why it is important to follow corporate and individual. It sets out the this code and report behaviour that is inconsistent standards of conduct that our stakeholders with our values as a bank. (eg colleagues, clients, suppliers, national and • The code sets out the group’s conduct philosophy on international authorities, communities and how to build a responsible and sustainable business. • We look at a summary of our strategy and how the investors) can expect from us and we can values fit into the strategy. expect from them. This Code, together with • We look at international standards, best practice any business-specific policies in your area, guidelines and specific legislation we take into consideration and adhere to in our operations in provides a guide to help you understand and terms of conduct. live the Nedbank Values to make decisions • We see what the board as the ultimate governance that are good, right and fair. It also obligates structure of the group commits to in terms of any director, manager or employee who building a responsible and sustainable business. • The section on who is covered by the code talks witnesses any conduct that compromises about our responsibility to adhere to the code and or will compromise the Nedbank Values to report a concern or violation of ethics. to speak out. I urge every employee of • The section on how to raise a concern tells us how to Nedbank to read and clearly understand the request an opinion before we take action and how to report what we think might be a violation of ethics, behaviour expected from him/her and the including how to make a report in private without standards to which he/she will be held. Every providing your name. employee, supplier and agent of Nedbank • We also give an overview of examples of prevalent unethical behaviour. has a personal responsibility to comply with • All prospective employees must have knowledge of the provisions detailed in this code and to the conduct that will be expected of them as a group maintain the highest ethical standards to employee. Therefore, a copy of the code must be ensure that the group’s business practices given to all prospective employees by Group Human Resources for acknowledgement and commitment are conducted in a manner that, in all before the letter of appointment is signed. circumstances, are beyond reproach. This will ensure our future. I personally commit to the standards outlined in this code and know that each member of the Group EXCO team is as committed as I am. I ask each of you to do likewise in line with Nedbank’s positioning as a purpose-led and values-driven organisation.’

– Mike Brown, Nedbank Group, Chief Executive Nedbank Code of Ethics and Conduct Policy | 3

1.2 The Nedbank conduct philosophy and needs that we can enable a thriving society, create business case for a responsible and sustainable long-term value, ensure the success of our brand and organisation maintain trust with our stakeholders.

‘Trust. We are in the business of creating We believe that trust is also created by conducting trust. Without trust, we will not receive business in a responsible manner, with ethical leadership and values-based decisionmaking. This deposits or investments from clients and our means conducting business with more than just legal shares will not be attractive for investors. compliance, understanding that being legal is not Trust is based on ethics and gives rise to necessarily being ethical. effective corporate governance.’ ‘The law is a minimum standard for good – D Havenga, Nedbank Group Ethics Officer conduct – ethical, honest conduct in both We believe that our organisation is part of a nested the private and public sectors requires system bound by the social and environmental adherence to a much higher standard than systems that surround us. It is within these bounds that just abiding by the law. “Ethical behaviour” we must add value to the society in which we operate. is an individual value, with everyone having a We understand that our success is contingent on the personal moral compass and consciousness degree to which we deliver value to society. As such, it is regarding the subject. However, that does important to understand our role and how we can make a difference. Banks play a crucial role in facilitating not mean it is a complex issue. Ethical economic activity and enabling sustainable growth behaviour is doing what you know is the and development by moving capital from where it is right thing, considering everybody likely to where it is required. A deep understanding of our to be influenced by your decision. So, to purpose helps to guide strategy and decisionmaking and should result in an optimal balance between long- determine whether behaviour is ethical you term value creation and short-term results. cannot refer to a rulebook or textbook. Deep down, irrespective of the various customs or We have defined our purpose as ‘to use our financial expertise to do good for individuals, families, behaviours of communities, human beings businesses and society’. It follows, then, that it is intuitively know what the right thing to do is.’ through the considered development and delivery of products and services that satisfy unmet societal – Mike Brown, Nedbank Group, Chief Executive

1.3 Our values  Our values define our business and give us direction in our dealings with our stakeholders. Our values are reflected below.

INTEGRITY RESPECT ACCOUNTABILITY CLIENT-DRIVEN PEOPLE-CENTRED

We do what we say We treat all We admit our We know our clients We realise that we are going to do. stakeholders with mistakes. and their needs. we cannot achieve dignity and respect. our vision without We have a We deliver on time, on We treat them fairly engaged employees. responsibility track and on target. and with respect towards output and dignity. We support our and productivity. We report honestly employees to reach and transparently. We advise clients their full potential. We speak the honestly and truth. We are accountable according to We manage to all our stakeholders legislative principles. performance fairly. and the environment. We reward and recognise achievement fairly and responsibly. Nedbank Code of Ethics and Conduct Policy | 4

1.4 International standards, best-practice Environment guidelines and specific legislation • Principle 7: Businesses should support a International standards, best-practice guidelines and precautionary approach to environmental challenges; specific legislation provide legitimacy and effective • Principle 8: Undertake initiatives to promote guidelines for the implementation of an ethical culture greater environmental responsibility; and in our organisation: • Principle 9: Encourage the development and diffusion of environmentally friendly technologies. King IV™ Anti-corruption • Principle 10: Businesses should work against According to King IV™, the governing body of corruption in all its forms, including extortion an organisation’s primary governance role and and bribery. responsibilities include: • ‘Steering and setting strategic direction regarding the organisation’s strategy as well as the way At Nedbank we pride ourselves on being a leader in all in which specific governance areas are to be four of these areas and our strategy reflects this. We approached, addressed and conducted. also submit an annual Communication of Progress to the • ‘Approving policy and planning that gives effect UNGC in support of our commitment to the 10 principles. to strategy and sets direction. • ‘Ensuring accountability for organisational Our objectives for being a member of the UNGC are performance by means of, among others, as follows: reporting and disclosure. • adopting an established and globally recognised • ‘Overseeing and monitoring implementation and policy framework for the development, execution by management.’ implementation, and disclosure of environmental, social, and governance policies and practices; Incorporated in King IV™ is the ethics imperative • sharing best and emerging practices to advance for the board, ie not only to concern itself with practical solutions and strategies to common corporate governance, structure and process, but challenges; also in terms of ethical consciousness and conduct • advancing sustainable solutions in partnership with of the organisation. The underpinning philosophies a range of stakeholders, including UN agencies, of King IV™ consisting of integrated thinking, the governments, civil society, labour, and other non- organisation as an integral part of society, corporate business interests; citizenship and stakeholder inclusivity can only be • linking business units and subsidiaries across the brought to fruition if the organisation’s philosophy value chain with the UNGC’s local networks around is based on the foundation of ethics. Furthermore, the world, many of which are in developing and King IV™ also now refers to ethics in remuneration, emerging markets; recognition and performance management. • accessing the United Nations’ extensive knowledge of, and experience with, sustainability and Global Compact Local network South Africa development issues; The United Nations Global Compact (UNGC) is • utilising UNGC management tools and resources, a strategic policy initiative for businesses that and the opportunity to engage in specialised are committed to aligning their operations and workstreams in the environmental, social and strategies with 10 universally accepted principles in governance realms; and the areas of human rights, labour, the environment • using the Global Reporting Initiative principles in the and anti-corruption, as follows: group’s integrated reporting to ensure transparent Human Rights and accountable reporting to stakeholders. • Principle 1: Businesses should support and respect the protection of internationally proclaimed human The board takes into consideration all aspects of the rights; and abovementioned standards, guidelines and legislation • Principle 2: Make sure that they are not complicit in in the duties it delegates to the executive. human rights abuses. Labour The board monitors adherence to all these aspects • Principle 3: Businesses should uphold the freedom through the Group Transformation, Social and Ethics of association and the effective recognition of the Committee. right to collective bargaining; • Principle 4: The elimination of all forms of forced The board also commits to achieving results by doing and compulsory labour; business responsibly and sustainably, acknowledging • Principle 5: The effective abolition of child labour; and and committing to the Nedbank Group Board Ethics • Principle 6: The elimination of discrimination in Statement and being measured on adherence in the respect of employment and occupation. annual board evaluation. Nedbank Code of Ethics and Conduct Policy | 5

1.5 Nedbank Group Board Ethics Statement Shareholders Our financial and regulatory reporting will be true Ethical leadership starts at the top. That is why we and fair and produced in accordance with relevant require from our directors to commit to the Board corporate legislation and market requirements. The Ethics Statement annually. accounts we present to shareholders will be reliable, truthful, accurate and complete. We will try to paint as Preamble clear a picture as possible of the group’s position and As the Nedbank Group Board of Directors, we are prospects. There are no transactions that are ‘off the committed to high ethical standards and we promise books’. We communicate business policies, achievements to conduct our business honestly, scrupulously and and strategy to our shareholders and other investors with integrity. At the core of our code of Conduct honestly. We will not do anything that will advantage and Ethics are our values of integrity, accountability, one class of investor at the expense of another. We act respect, people-centeredness and being client- responsibly in international trade and investment. driven. These must be used to guide and direct the way we do business. We know that business depends The community on trust, which is why we do all we can to earn it and We serve and support communities in which nothing to impair it. we operate by providing equal-employment opportunities, delivering our service efficiently and The bank profitably, and funding community development We try to protect and enhance the bank’s name and initiatives. We support communities in which we reputation and we do not act in ways that would operate. Charitable donations and educational and bring discredit to it as the bank’s reputation is one cultural contributions will be made in accordance with of our most important assets. If we are faced with a the policies set and reviewed by our various charitable conflict of interest, we declare it. We look after the committees or foundations. We encourage our bank’s assets as if they were our own. We respect the employees to play a positive part in the community. confidentiality of both organisation and client matters. Government and regulators Our employees We respect the laws, traditions, customs and We do all we can to ensure that employees are cultures of each country in which we operate. We treated fairly and given every chance the bank can contribute to the economic, environmental, social and offer to realise their full potential. We work within a cultural wellbeing and development of countries and team and do all we can to support other members of communities in which we conduct business. We comply that team and of other teams in the bank. We do not with competition laws, do not evade tax obligation, and let personal ambition drive us to behaviour that we we record and report all reportable transactions. We would be ashamed of were it to be known. If we are do not make political donations. We never improperly leaders at any level, we set an example knowing that influence a decision made by a government official what we do, and refrain from doing, is as important or any public or private sector employee. We meet as what we say. our compliance obligations as established by our regulators across the group. We are transparent and As an equal-opportunity organisation, we cooperate with our regulators and we engage with recognise the need to ensure that all employees them constructively to assist with the development of are given opportunities to grow not only in terms of regulation where the group is concerned. organisation policies but also their broader career plans and development, taking into account the Competitors country’s transformation agenda. We seek competitive advantage through superior performance and products and never through Our clients and suppliers unethical or illegal practices. In our contact with We provide our clients with high quality and competitors we avoid discussing competitive, competitive products and services. We believe that proprietary or confidential information. We will integrity in dealings with our clients and suppliers is not attempt to acquire information regarding a prerequisite for successful long-term relationships. a competitor’s business by disreputable means. We believe in and support the empowerment of We will not engage in restrictive trade practices individuals through financial inclusion, and are or abuse any position of market dominance. committed to delivering financial services at reasonable costs to previously disadvantaged and The Nedbank Group’s reputation relies on the business low-income segments of society. conduct of every employee, and every boardmember. Nedbank Code of Ethics and Conduct Policy | 6

1.6 Leading with integrity Our reputation is our most valuable asset in business and we must therefore, at all times, do the right thing. ‘Power does not change who you are, it All employees must remember that they are only reveals who you are.’ responsible for reading, understanding and acknowledging all communication pertaining to their – Variation on the quote by Michelle Obama, function and the greater Nedbank community.

‘Being president doesn’t change who you The purpose of the code is to clarify what is deemed are, it reveals who you are.’ acceptable behaviour from a group employee at all times.

The board sets the example for the leadership of the group to: 1.8 Our core values in action • Be a role model and good example for employees. The Employee Conduct Pledge sets out the principles If leaders do not demonstrate good behaviour we of conduct acceptable to the group. All employees cannot cultivate an ethical culture. We encourage pledge to: our peers to act ethically and avoid even the • treat others with respect, dignity and humanity and appearance of something that seems unethical. respect the diversity of beliefs, cultures, convictions • Recognise and acknowledge ethical behaviour in and habits of the people of our bank and the others and encourage more of the same. countries in which we operate; respect the rights • Encourage employees to speak up and to challenge of others regardless of age, race, gender, sexual unethical behaviour in a respectful way. orientation or disability; • Remember that the most important thing we • foster a culture of respect for all persons in all do, is not the ‘what’ but the ‘how’ and the ‘why’. areas of our lives. Performance without ethics does not equal • strive in our personal, professional and leadership sustainability. capacities directly or indirectly not to associate • Meet with our direct reports and talk about ethical ourselves with sexual violence and abuse of behaviour in the office. We can either discuss a persons, including persons with disabilities; concern or provide positive feedback. • not associate ourselves with harmful practices • Never retaliate against someone who has raised a such as child labour, forced labour, slavery, forced concern or assisted in an investigation. Furthermore marriages and human trafficking; do not interfere should there be an investigation • do what is best for our bank, our country and our into a concern. planet; • Realise that if there is a conflict between the • act with professional integrity and abide by the business objectives and ethics, ethics must always values, policies and procedures of the group, come first. the laws of our country and the universal human • Never cover up unethical behaviour or ignore a principles of all that is good and just; concern. • be honest, reliable, fair and transparent in everything we say, write and do and accept responsibility; 1.7 Who is covered by the code? • not wilfully tamper with or destroy documentation All employees on the group’s payroll, including or information; permanent employees, fixed-term contractors and • refrain from engaging in or facilitating criminal and temporary employees working for the group or any corrupt activities; of its subsidiaries. • refuse to receive or pay a bribe and in terms of the group’s fraud and anti-corruption activities policies A fiduciary relationship is established from the report any attempted solicitation of a bribe and all moment an employee commences work with the other corrupt activities that come to our attention; group and extends to engagements or dealings • protect the group’s assets, information, reputation, with all stakeholders. This fiduciary duty extends to products, services and systems from misuse or abuse; your private time. In return for compensation and • not associate ourselves with a conflict of interest benefits you must ensure that your services are and to disclose to the group any real, potential or rendered in good faith and must in no way detract perceived situation where our private interests from the relationship of trust. The group expects or the interests of a member of our immediate all employees to uphold ethical standards, which or extended family (parents, siblings and their includes an obligation not to work against the immediate families) or other person close to us may group’s interests. create a conflict of interest or reputational risk; Nedbank Code of Ethics and Conduct Policy | 7

• decline to give or receive gifts or benefits in • refrain from remaining silent in the face of contravention of the group’s policies and not to corruption, theft, dishonesty, malice, disrespect, allow a gift, irrespective of value, to influence our intolerance, abuse or injustice; and, business decisions; • as a leader, manage performance fairly and • seek new, better and more innovative ways to do reward and recognise achievement fairly and our work and to do it to the best of our abilities; responsibly.

1.9 Test for ethical conduct To help us make the appropriate decisions expected of us in the Employee Conduct Pledge we use a simple test. Remember that conduct being legal is only the first step to conduct being ethical. Therefore we test ourselves whenever our compass goes off-direction or we don’t know what to do.

Ask yourself the following:

NO. YES. IS IT LEGAL? DON’T DO IT. PROCEED TO NEXT QUESTION..

Does it comply with our policies? No. Don’t do it. Yes. Proceed to next question.

Does it reflect our values and purpose? No. Don’t do it. Yes. Proceed to next question.

Do I protect our interests? No. Don’t do it. Yes. Proceed to next question.

Would it look good in the media? No. Don’t do it. Yes. Proceed to next question.

Would our fellow colleagues and No. Don’t do it. Yes. Proceed to next question. stakeholders approve?

Would my family and society approve? No. Don’t do it. Yes. Proceed to next question.

Does your gut tell me it is the right thing No. Don’t do it. Yes. to do?

You are making the right decision! Nedbank Code of Ethics and Conduct Policy | 8

2 OUR STAKEHOLDERS

2.1 Our employees In dealing with clients we may not give or receive, or Our business cannot be successful without talented encourage the giving or receipt of, cash gifts or gifts people. Talented people bring passion, client service in kind that may impair our judgement. Similarly, any and innovation to the table. We have learnt over hospitality or entertainment given or received in the time that clients sometimes not only need, but insist course of business will be reasonable and not open to on speaking to a person rather than an electronic interpretation as excessive and will be in compliance interface. with group policies.

We recognise our employees who collaborate, We maintain the confidentiality of any sensitive act responsibly and treat others with respect and information received from clients, suppliers and dignity. We also acknowledge that humility is a intermediaries, other than where expressly directed cornerstone of ethical leadership. Our common by local legislation or a court order. values provide the foundation for responsible business and for the way we treat one another. We Where business practices differ in the various provide a safe place to work, learn and thrive. We countries in which the group operates, we will favour reward employees fairly and responsibly in line with consistent procedures among subsidiaries and their contribution and performance. The group draws business partners and associates. We will work for strength from and celebrates diversity and inclusion. multilateral action aimed at achieving legal and The retention, growth and recognition of diverse ethical common standards. talent are fundamental aspects to our success.

We expect our employees to have a commitment to 2.3 Fair and reasonable market conduct agility, innovation, creativity and entrepreneurship Nedbank’s vision is to be the most admired financial to find new and better ways of addressing individual services provider in Africa by our clients, among others. and organisational challenges in alignment with ‘New We aspire to be a ‘great place to bank and invest’. Ways of Work’. To meet the standards of innovation We also pride ourselves on being distinctive through and creativity all employees must: listening to and understanding our clients’ needs. • consider alternatives other than the way we have always done it, when facing individual, team or Nedbank is a client-driven organisation and has organisational challenges; added this to its established values of respect, • be open to suggestions and constructive negative integrity, accountability and being people-centred. feedback to discern ways of improving processes or procedures, irrespective of their source; and We believe that the fair treatment of our clients • encourage others in the workplace to suggest through quality service delivery is the cornerstone creative and innovative alternatives by soliciting of our business. new ideas and listening openly to the ideas that are put forth. We are committed to: • Fair lending. • Compliance with regulatory requirements. 2.2 Respecting our clients • Marketing accurately and not misleading, including We believe that integrity in our dealings with clients the provision of appropriate information for clients is a prerequisite for successful long-term business to make informed decisions. relationships. • Client query and complaint resolution. • Delivering products and services based on client We ensure that all advertising and other public needs and not on incentives and sales targets. communications are accurate. Concealment and • Ensuring that employees comply with the Financial overstatement will be avoided. We will never Advisory and Intermediary Services Act (FAIS) fit- deliberately give inadequate or misleading and-proper requirements and have the necessary descriptions of products or services. authorisation to provide financial advice. • Financial inclusivity including disabled clients’ having In accepting business or entering into contracts we access to our buildings. will observe high standards of integrity and act in the best interests of the group, at the same time satisfying the relevant parts of our code. Business 2.4 Our shareholders will not be placed or accepted, or contracts or It is each employee’s responsibility to ensure that our arrangements entered into, with an improper reputation is protected at all times. Our choices must motive. always reflect our values. Nedbank Code of Ethics and Conduct Policy | 9

Therefore, we communicate business policies, • will not attempt to acquire information regarding a achievements and strategy to our shareholders competitor’s business by disreputable means; and and other investors. We will not do anything that • will not engage in restrictive trade practices or will benefit one class of investor at the expense of abuse any position of market dominance. another. Our financial and regulatory reporting will be true and fair and produced in accordance with relevant legislation and market requirements. We act 2.7 Respecting society responsibly in international trade and investment. We understand that our success is contingent on the degree to which we deliver value to society. As such, it is important to understand our role in society and 2.5 Responsible investing how society can be different because Nedbank is a We comply with the code of Responsible Investing in part of it. A deep understanding of our purpose helps South Africa (CRISA) which gives guidance on how to guide strategy and decisionmaking and should the institutional investor should execute investment result in an optimal balance between long-term value analysis and activities, and exercise rights to creation and short-term results. promote sound governance. The principles of CRISA require us to do the following: Nedbank takes into account the concerns of society, • Aim to incorporate sustainability considerations, including both national and local interests. We seek including environmental, social and governance, into to serve society by providing our services efficiently, its investment analysis and activities as part of the and by providing good employment opportunities delivery of superior risk-adjusted returns to the and conditions. Charitable donations and educational ultimate beneficiaries. and cultural contributions will be made in accordance • Demonstrate our acceptance of ownership with the policies set and reviewed by our various responsibilities in our investment arrangements and charitable committees or foundations. activities. • Where appropriate, consider a collaborative approach to promote acceptance and 2.8 Respecting the environment implementation of the principles of CRISA • We are concerned with the conservation of the and other codes and standards applicable to environment in its broadest sense, and recognise institutional investors. that certain resources are finite and must be used • Aim to recognise the circumstances and responsibly. relationships that hold potential for conflicts of • We aim to limit the use of finite resources in all interest and proactively manage these if they business ventures. In particular, we recognise the occur. importance of our environmental role in managing • Be transparent about the content of our policies, buildings and the land we occupy including effective how they are implemented and how CRISA is waste management and the careful use of energy applied to enable stakeholders to make informed and water and therefore act in a responsible assessments. manner. • Ensure that the business units responsible for • We aim to partner with clients and suppliers in investment activities take responsibility for the managing the group’s indirect environmental implementation of the requirements by CRISA. impact as far as possible, and work through various • To not invest or facilitate investment in any entity or partnerships and awareness initiatives and by activity or services that could be in breach of any way of product and service offerings to enhance sanctions obligation. environmentally responsible behaviour.

2.6 Competitors 2.9 Governments, regulators and supervisors We recognise that healthy competition will reflect in • We respect the laws, traditions, customs and appropriate products and services at competitive cultures of each country in which we operate. prices, and we therefore: • We contribute to the economic, environmental, • seek competitive advantages through superior social and cultural wellbeing and development performance and products and never through of countries and communities where we conduct unethical or illegal business practices; business. • avoid discussing competitive, proprietary or • We comply with competition laws in jurisdictions confidential information in our contact with where the group operates. competitors; • We will not evade tax obligations. Nedbank Code of Ethics and Conduct Policy | 10

• We comply with our reporting obligation. 2.11 Risk management relating to money • We never improperly influence a decision made laundering, the financing of terrorist and by a government official or other public or private related activities and sanctions employee. • We meet our compliance and risk management Nedbank will not be associated with or facilitate obligations, as established by our regulators and money laundering and terrorist financing, or breach supervisors across the group. We are transparent sanctions regimes that the group has subscribed to. and cooperate with our regulators; we engage with The group has introduced a Risk Management and them constructively to assist with the development Compliance Programme that comprises policies, of regulation, legislation, industry guidance, etc, principles, processes, practices, procedures and where the business is concerned. plans to ensure statutory duties and regulatory obligations, and agreed risk management standards 2.10 Competition law are met.

A competitive free market system leads to robust We must always be aware of our responsibility as economic growth and healthy competition that individuals to detect, prevent and report possible ensures consistent improvement of products and instances of money laundering, terrorist financing services. Competition law is governed by the and related activities and/or transactions. Employees Competition Act, 1998, as amended. The act confers must also be aware of the group’s obligations to on the competition authority extensive powers comply with all Financial Intelligence Centre Act designed to prevent anti-competitive conduct such as: obligations (eg client due diligence recordkeeping • restrictive horizontal and vertical practices; and reporting obligations). • abuse of a dominant position; and • mergers control enforcement.

We require all our employees to strictly adhere to the requirements of competition law. Breaches of competition law may result in disciplinary action that could lead to the dismissal of the employee concerned. Nedbank Code of Ethics and Conduct Policy | 11

3 GENERAL CONDUCT GUIDELINES

This is not an exhaustive list of possible unethical Events within the course and scope behaviour. The application of values and principles apply of employment to any set of circumstances. You may be required to attend social, strategic 3.1 Harassment and discrimination and work events including but not limited to team- building, strategy sessions and conferences organised Harassment and discrimination against any person is by the group. You will continue to be bound by the strongly prohibited. Some conduct, even if it is legal, group’s policies even in instances where such events may violate our policies regarding harassment and may be held outside of company premises and/or discrimination. Even conduct that takes place outside outside of work hours. When attending such events of work premises and after hours may violate our you are required to: (i) conduct yourself in a proper, policies. All employees must familiarise themselves responsible, professional and acceptable manner; with the definition of harassment, sexual harassment (ii) comply with applicable laws/rules/regulations, and discrimination as per the definitions section. the group’s policies, and the terms and conditions applicable to the event; (iii) refrain from any conduct that could potentially be prejudicial to the group or 3.2 Drug and alcohol abuse adversely impact its reputation; (iv) refrain from any Being in the possession of illegal drugs or under the conduct that may impact the safety of those around influence of intoxicating substances, or using illegal you; and (v) refrain from any conduct that may result drugs on organisation property as well as any offsite in damage to property. You may be held liable in the engagements with stakeholders not within business event of third party claims against the group, or any hours is in violation of the code. penalties imposed, that are due to or attributable to your negligence or wilful conduct. Moderate use of alcohol at business-related functions is allowed, as long as we practice Participation in certain events may carry inherent responsible drinking and don’t return to work after risks, depending on the nature of the event. Although the function having exceeded the legal limit. Please we will take reasonably practicable steps to ensure don’t drink and drive. your safety, it remains your responsibility to acquaint yourself with the risks that you may be exposed to, Consuming alcohol during work hours without look after your personal possessions, and inform the consent from the group while meeting with any group representatives responsible for the event if you stakeholders, giving a colleague your prescription are precluded from participating in the event (or any medicine or coming to work impaired from alcohol or aspects thereof) as a result of ill-health, disability or drugs at any time is a violation of the code. inability. If you wish to participate in any activity or use any available facility/amenity that (i) does not form part of the itinerary set by the group; and (ii) is not 3.3 Physical security compulsory; you are responsible for your own health Threatening behaviour, violence and assault will not and safety, and the safety of your possessions, and be tolerated on organisation premises. the group will not be liable for any loss or damage that may arise as a result of your participation in such If you have obtained a restraining order including activity, unless otherwise expressly prescribed by law. against a fellow colleague, listing any organisation properties as protected areas, you must disclose this Alcohol possession and consumption is strictly forbidden to management and People Security. on any transport made available to you by the group. The group may also require that no alcohol be consumed Weapons are not allowed on organisation premises. during the event or during certain parts of the event. This excludes security employees. You may be disallowed access to the event or arranged transport in the event that you arrive intoxicated.

3.4 Occupational health and safety In the event that you are incapacitated, you The group is a financial services provider that acknowledge that it may be necessary for the group considers its employees a valuable asset and or individuals responsible for the event to arrange for undertakes to safeguard them, as far as possible, immediate medical or other treatment. You will be against any threat to their health and safety arising responsible for the costs arising from such treatment from any work or operations associated with its (including conveyance by ambulance, aircraft or other business. Practice good safety habits. transport). Nedbank Code of Ethics and Conduct Policy | 12

3.5 Smoking All new and current employees to the group have Smoking on campus sites is allowed in designated three months to complete all compliance training areas only. The number of breaks and the duration and policy/document acknowledgements. Employees thereof must not negatively impact your job or may not argue that a policy does not apply to them working environment. As with any allowance, abuse in circumstances where they failed to acknowledge it. of this privilege may be met with the relevant management action. 3.9 Inappropriate personal relationships Inappropriate personal relationships (eg romantic) 3.6 Lending/Borrowing/Giving colleagues money that create a conflict of interests, reputational All employees are discouraged from these practices, risk or have any negative impact on the working as non-repayment could disrupt work relationships. environment are frowned upon. Where this has a Employees should not become involved in colleagues’ negative impact on the business environment or personal financial affairs. creates a reputational risk, it will be addressed by management. Forced separation of these individuals depending on the context of the situation (moving 3.7 Intellectual property/Studying employees to different areas where they do not negatively impact on each other or the working All work you do for the group in the execution of environment) is a possibility. your duties belongs to the group and you need to obtain authorisation from the group, in particular the business executive and Group Legal, if you need 3.10 Dress code to use any confidential or proprietary information belonging to the group in your studies or for Employee behaviour and actions must at all times any other purpose. If the use of confidential or display professionalism, including complying with proprietary information belonging to the group is the group’s dress code principles. then used in your studies, a formal non-disclosure agreement must be signed by the relevant academic institution. Confidential information or material 3.11 Political donations or sponsorships subject to copyright from previous employers may We will not make political donations or sponsorships. not be used in your current position.

Be aware that intellectual property created by you 3.12 Gossiping during your employment with the group becomes the Gossiping is considered harassment and will be property of the group. treated accordingly. Gossiping is any casual or unconstrained conversation or reports about other people, typically involving details that have not been 3.8 Electronic communication, training and confirmed as true. acknowledgements Electronic communication through the different group and business communication channels (eg 3.13 Rumour mongering NedNews), training and acknowledgements are Statements or comments made by employees about valid business tools to impart important information competitors are a direct reflection of the employee’s to employees and must be read and understood. character and possibly the group. Employees The importance of the declaration on the EGC are required to treat everyone with respect and Tool for communication acknowledgements must dignity and not create or spread rumours about be taken to heart. You acknowledge and certify competitors. that your electronic signature indicates that you have read and understood the document/policy. You also declare that if you did not understand 3.14 Social media any content in the document/policy, you would first The group does not object to or discourage the use consult with the appropriate person (line manager, of social media and regards it as an important tool ethics office, policy owner, and Human Resources in communicating and engaging with clients and key manager, Compliance and Governance Officer or stakeholders. While this policy is intended to foster Risk Manager) to understand the content before you an open and expressive environment we recognise acknowledge the document/policy. that the use of social media has risks connected to it Nedbank Code of Ethics and Conduct Policy | 13

and accordingly it is under an obligation to limit and, 3.17 Personal financial management where possible, avoid those risks. We must protect Employees must manage their personal accounts/ the privacy, security and image of the group and finances responsibly. As a financial institution, we its employees, clients and stakeholders, while at the need to gain the trust of our stakeholders through same time maintaining corporate security. effective governance, which includes that our own financial matters be in order. These principles and guidelines reflect conduct that group employees have to follow when engaging in online communication and are intended to create an 3.18 Personal use of organisation resources understanding of both the proper and improper uses Occasional use of telephones, email or copier machines of social media and to assist employees in their use for personal purposes is allowed. This excludes the use of social media tools as an individual. of these resources to manage/run your own personal business, which is considered a conflict of interest. Employees must at all times: Where there is excessive use of organisation resources • Be aware that nothing in the use of these platforms for private purposes, management is entitled to changes their responsibilities and obligations as an suspend the use of these resources. employee of the group. • Act ethically. • Obey local laws and adhere to local legal and ethical regulations. 3.19 Stakeholder engagement • Consult the relevant ethics or compliance officer Speaking to external stakeholders, ie the media or before publishing/posting any material to a regulators, on behalf of the group is only allowed social media platform or if an employee has any if you have the appropriate mandate from the confusion, or is uncertain, about whether to publish delegated spokesperson. Any breach is serious and something on social platforms or online media. will have appropriate repercussions. • Have particular regard to proprietary information and avoiding misrepresentation. 3.20 Declaration of secrecy and privacy Employees are not permitted to publish any content requirements on behalf of the group or content which may be As stipulated in the Declaration of Secrecy and perceived to be on behalf of the group, unless as part of employee terms and conditions of authorised by a delegated spokesperson. employment, employees have an obligation to: • observe the strictest confidentiality at all times during and after employment with regard to the 3.15 Cellphone usage during work hours business and affairs of the group, its clients and Excessive use of cellphones for texting and other other employees; and personal uses including as described in 3.14 above • refrain from accessing and using information can be distracting to other employees and may even pertaining to the group’s business and affairs. be restricted if it interferes with productivity or the Unauthorised access may render you subject work environment. to disciplinary action in terms of the group’s Disciplinary Code and Procedure by the group’s clients and other employees. 3.16 Personal account and insider trading Personal account trading occurs when an employee Did you know? of a bank or financial institution trade in financial When your service as employees or director of the group instruments where the risk and rewards are for his/ ends, you still have to protect confidential information. her benefit or that of a related party.

Insider trading occurs when a person gains access 3.21 Removal of documents from organisation to inside information and uses that information to premises trade, ie someone who uses their access to group or You may not remove any confidential record, stakeholder information for their own or someone document or other information relating to the else’s advantage. Insider trading is an offence which group’s financial trade, business and/or affairs from carries sanctions. any of the group premises unless authorised to do so Nedbank Code of Ethics and Conduct Policy | 14

by your line manager, either verbally or in writing in at an organisation’s disposal against a charge line with your job function. The unauthorised removal under section 7 of the UKBA is to prove that, despite of any confidential record, document or information a particular case of bribery, it nevertheless had may render you liable to disciplinary action in terms adequate procedures in place to prevent persons of the group’s Disciplinary Code and Procedure. associated with it from bribing other individuals.

We must take great care when engaging with third 3.22 Preventing financial crime, bribery and parties and ensure that we conduct sufficient due corruption diligence on all parties to ensure we know who The group will not be associated with or facilitate we are doing business with. The group has a zero money laundering or terrorist financing and has tolerance for corruption! introduced a Risk Management and Compliance Programme, which comprise policies, processes, What is dishonesty? practices, procedures and plans to ensure statutory Dishonesty is any misrepresentation of the truth, duties and regulatory obligations and agreed acting without honesty and integrity, and also lying, risk management standards are met. Rules have cheating or failing to disclose facts. An employee been defined, and in various countries legislation may be listed on the register of employees dismissed enacted with the purpose of combating money for dishonesty-related offences (REDS) for laundering and the financing of terrorist and related dishonesty-related misconduct, even if the employee activities by, inter alia, imposing certain duties on resigns prior to the disciplinary hearing. institutions and other persons who may be used to facilitate these offences. The group will manage What is theft? and, where necessary, decline business relationships, The unlawful and intentional appropriation of applications for business relationships and another’s property. As a leader who acts with transactions involving individuals, entities, countries, integrity, it is your responsibility to report any goods or activities targeted in applicable financial fraudulent or unlawful act or any form of dishonesty, sanctions legislation; and apply measures to combat fraud, theft or corruption that you suspect or are the proliferation of weapons of mass destruction and aware of, as well as promote a positive reporting other sanctioned activity. culture within your teams.

What is fraud? Employees have a duty to report financial crime, Fraud is unlawful and intentional misrepresentation bribery and corruption (to the relevant internal that causes actual prejudice or is potentially stakeholders) if an employee is aware of same, prejudicial to another. or suspects same.

What is corruption? Did you know? Corruption is using your job to obtain a benefit Tendering your resignation while actively under for yourself or someone else which you would not investigation will not absolve you of responsibility ordinarily have received. for dishonest conduct while you were an employee. If you are found guilty of dishonesty at a post- Recently, anti-bribery and corruption legislation termination enquiry, the group is required to list you have become a more prominent feature of the on the Banking Association’s register of employees international regulatory landscape. The group must dismissed for dishonesty-related offences (REDS). comply with the UK Bribery Act of 2010 (UKBA) as well as the South African legislation, the Prevention and combatting of corrupt Activities Act of 2004 3.23 Facilitation payments (PRECCA), and Regulation 43 of the Companies Facilitation payments are only allowed under two Regulations. circumstances: • When your life is in danger. Of particular importance in the UK Bribery Act is • When there is a medical emergency. section 7 of the Act which sets it apart from other legislation in that it creates a corporate offence. A These instances must immediately, or as soon as commercial organisation is liable under section 7 if reasonably possible after they have occurred, be a person ‘associated’ with it bribes another person declared to Group Risk, the Ethics Office and line intending to obtain or retain business or a business management. advantage for the organisation. The only defence Nedbank Code of Ethics and Conduct Policy | 15

3.24 Avoiding conflicts of interest Did you know? All employees of the group have an ethical obligation If the group provides a product or service to any third to act in the best interest of the group, provide a party associated with the group, as an employee you standard of care to clients at all times, and to not cannot provide this product or service in your personal to serve personal interests ahead of the group. capacity for remuneration or any other form of gratuity. Nothing in this code will restrict employees from Other examples of conflicts of interest: holding outside interests provided such interest • Employees and their immediate family members do not inhibit such employees or conflict with any (spouse, siblings and their spouses, children and their group clients. All outside interests must go through spouses, and parents) acting as suppliers to the group. a rigorous approval process to ensure compliance Suppliers who have family members working for with international best practice and that conflicts the group must declare it with Group Procurement are appropriately managed. The first approval will and employees who have family members providing be by the business compliance officer/ethics officer, services to the group must declare this as an outside followed by line management approval except in the interest on the Communication Acknowledgement and case of directorships, which have to be approved Declaration System. All these suppliers will be reviewed by the relevant cluster executive as well as the by Group Procurement and the decision made on the business compliance officer/Ethics Office. Employees use of these suppliers in terms of business strategy working in areas that are ‘high risk for corruption, eg and requirements. In future no further instances will be Procurement, will be dealt with more strictly. allowed where a direct family member of an employee can become a supplier of the group. When in doubt whether detecting a conflict of • In the case of employees being invited by suppliers interest exists, ask yourself the following: to attend conferences the group will be required to • Is it in the best interest of the group? pay the travelling and accommodation costs if we • Will it be in competition with any service, product deem it relevant and necessary for the employee or other business activity the group provides/ to attend. This will not be allowed as a contractual is involved with? (If you have your own business requirement by the supplier in future. Management venture, do you provide a service or a product in needs to decide if the cost of the employee any shape or form that the group provides to any attending these conferences is justified by the value third party?) that the group will receive from it. The conference/ • Does it have a negative impact on your work seminar costs as well as all gifts received during environment? For example, are you: the conference/seminar may be accepted as gifts – too tired to work; in accordance with policy and must be declared. – using bank equipment and resources for personal • Employees may not engage in any conduct, or purposes or to run/support your business venture, participate in any event, which may be perceived ie telephone, email, internet, copier machine, time to be marketing the supplier or endorsing any of its away from work; or goods or services. Employees may not express any – needing to conduct your private business views or opinions on behalf of the bank, or what may functions during business hours? be perceived to be on behalf of the bank, concerning • Is there any possibility that your conduct/ a supplier of the bank or the goods or services of a involvement in this interest may cause reputational supplier of the bank unless authorised to do so in terms risk or have a negative impact for the group? of the External and Internal Communications Policy. • Does it violate any confidentiality obligations of any • Employees are not allowed to become beneficiaries of our stakeholders? of a client’s will and testament unless the client is a family member or the relationship has been Did you know? established outside of the employee’s employment. Subject to applicable legislation, all personal use of • Being involved in a formal role or function in any bank resources, eg email and telephone usage, may political party (not membership). be monitored by the group. • Working for or being an owner of a real estate company you are in a position to recommend Where employees earn additional income in their banking services to clients that may include private time, they must discuss all potential conflicts/ referrals to other financial institutions. outside interests with line management before • Where employees are aware that they are included declaring the interest. If there is no conflict of in a will of a client, as a beneficiary in a trust where interests with the group and no reputational risk, the financial planner was instrumental in setting employees don’t have to declare the additional up the trust or included in insurance policies, eg life income, eg rental income. policy beneficiary. Nedbank Code of Ethics and Conduct Policy | 16

• Influencing a client to become a beneficiary in his/ • Potential conflicts of interest. her will or trust. • Safety and security payments in other countries • Using the property/resources of the group for (facilitation payments). personal purposes. • Acting as trustee on behalf of the group. • Using intellectual property/information as acquired in • Financial interests – should not hold a financial the course of business without permission of the group. interest in an organisation that competes or does • Disclosing confidential information to outsiders. business with the group. • Conducting a business or enterprise during working • Any outside employment. hours. • Abusing working hours/bank resources for personal It is the line manager’s responsibility to ensure that purposes. their employees have up-to-date declarations on • Running a business in competition with the group. the system. • Approaching clients/vendors of the group for personal use or building up your own business. Nepotism and cronyism Nepotism and cronyism are both forms of conflicts Declare the following: of interest. This occurs where employees use their • Membership on outside boards of directors, position or influence to unduly impact decisions made advisory councils, trade associations or government by business. related associations or organisations. – The number of non-executive directorships an Examples include: employee can hold will depend on the following: • Employees who introduce applicants to the group o Type of business (certain directorships will take or know these applicants as family members or up less time and effort than others). friends must not be involved in the recruitment o Impact on the employee’s duties/function. process of these candidates. o Whether it is a conflict of interest – the • Where family members work for the group, directorship will not be allowed. they may not work in the same business division All non-executive directorships must be and therefore not in the same reporting line. All approved/declined at cluster executive level instances of family members working for the group after consultation with business compliance will be looked at individually, in context. and the Ethics Office. • Employees with family members who are – The fees employees are paid: suppliers to the group must not be involved in any o Employees representing the group on boards decisionmaking regarding the onboarding process must pay the fees they earn over to the group. or the use of suppliers by the group. Employees o If an employee is a non-executive director on a must not approve any invoices for services/ board in his/her private capacity and attends products rendered by family members who are meetings during working hours (if agreed by suppliers of the group. line management according to operational • Personal relationships with suppliers or any other requirements), the fees must be paid over to third party associated with the group can possibly the group. lead to a conflict of interests or reputational risk. • Transactional interests, eg authority in tenders, structured deals, membership of credit approval committees and investments on behalf of the group 3.25 Relationships with business partners either as a connected person or related individual, If an employee has a personal relationship and subsequent recusal from these transactions. (friendships, romantic or familial) with a business • All private business interests in companies, partner, supplier or client to the group, they must partnerships and close corporations, whether active immediately recuse himself/herself from any related or dormant and until it is deregistered. Employees transactions or applicable processes and have no must specifically refrain from using their Nedbank influence or authority in any decision being made email to run their private business. where this party is involved. Please also note that • Affiliation (friendship, romantic or familial relationships) regardless of the personal relationship, the rules with a bank supplier, client or business associate. for giving and receiving gifts will be strictly applied. • Beneficiary of a personal trust trading on the stock Employees must declare the relationship as an market. outside interest. • Signing power on any Nedbank bank account in your personal capacity. Nedbank Code of Ethics and Conduct Policy | 17

3.26 Gifts and entertainment and parents) may utilise suppliers from time to time for their personal requirements. Care must be taken to ensure that the group is not prejudiced in any way, Gifts received by employees from other parties objectivity or perceived objectivity is not impacted, during the course of their employment discounts or preferential costing are declared in the Communication Acknowledgement and Declaration • Any payments for travelling and accommodation, System and written permission is obtained prior to eg hunting trips, conferences or any holiday type engagement from the employee’s line manager. gifts offered or paid by clients/suppliers/any other parties associated with the group, must not be According to the Independent Regulatory Board for accepted unless prior written approval is obtained Auditors we may only offer a registered auditor gifts from the Managing Executive of that specific cluster. that do not create threats to compliance with the • Solicitation of gifts within the ordinary scope fundamental principles of the auditor. These gifts of employment is strictly prohibited unless in would be considered trivial and inconsequential by a collaboration and with the approval of the Nedbank reasonable and informed third party and not be a threat Foundation, supporting Nedbank CSI initiatives. to compliance principles in that the offer is made in the • Own and third-party corporate identity gifts must normal course of business without the specific intent to be declared. influence decisionmaking or to obtain information. • All gifts received from the group must be declared with Human Resources for tax purposes. Refer to Strict prohibition the Taxation and Awards Policy. • Corporate hospitality, promotions and gifts are • Gift cards/vouchers. common ways in which bribery can be disguised. • Cash in any form. Even if legitimate, and these often are, they have • Any gifts from suppliers during the tender and the potential to create a perception of corruption. onboarding process except relationship-building/ • Bona fide hospitality and entertainment are often networking lunches/functions. used to build cordial relationships. However, if the • Travelling and accommodation for attending events hospitality is offered to influence another person on behalf of suppliers and/or endorse/promote the or organisation to secure business or a business supplier or its products/services. advantage, it can be considered corruption. • Where it would be impractical, inappropriate or Gifts received prohibited from any third party insulting to refuse to receive a gift that has been associated with the group unless prior written offered, an employee may accept the gift. This gift approval is obtained from the Managing Executive must be declared and handed over to the manager of that specific cluster: for safekeeping. The gift can be raffled/sold and • Travelling and accommodation – this includes the the proceeds given to charity. use of supplier holiday homes, game farms, etc. • Invitations to supplier (private) functions. Employees are not allowed to receive any gifts from suppliers apart from relationship-building or Employees are not allowed to receive more than six networking lunches/functions. The host (supplier) gifts, including entertainment, per annum from any must be present at this lunch/function. It must still be party associated with the group. declared as a gift received. • Example: If an executive is invited to a World No gifts may be received from public officials and Cup soccer event, the group will have to pay the public employees without prior sign-off from your travelling and accommodation costs unless prior managing executive. written approval is obtained from the Managing Executive of that specific cluster. The host may Gifts given by employees to other parties during pay the ticket for entrance to the venue as well as the course of their employment normally associated incidentals such as lunch and refreshments. This also need to be declared. • Gifts may only be given for legitimate business reasons and not as an inducement to do business. Employees are reminded that it is their duty • All gifts given to clients have to be declared. to establish the value of the gifts/gratuity/ • All gifts given to clients during marketing entertainment for declaration purposes. campaigns (Nedbank Golf, Ke Yona, etc) must be declared and a comprehensive report supplied to As per the Procurement Policy, employees and their the Ethics Office monthly. This includes VIP tickets, immediate family members (spouse, siblings, children hospitality passes, etc. Nedbank Code of Ethics and Conduct Policy | 18

• Gifts/entertainment (accommodation, vouchers, of such and agreed to be recorded, notwithstanding etc.) will be limited to suppliers and their spouses or any provisions of any law or legislation. Even though partners for that specific event. it is legal to record a meeting between two persons • All business lunches, functions, cocktails, etc, must without one person being aware of it, it is considered be declared. Instances exceeding R500,00 per unethical if the other party is not informed and has person will require line manager approval. not agreed to it. This is not relevant in the normal • Relationship-building initiatives with suppliers course of business where meetings are recorded and participation in client/supplier events such as for minute-taking requirements, eg OPCOM, EXCO corporate golf days must be declared. or any other committee meetings. This does not • All corporate card expenditure for gifts, networking apply to forensic and ethics investigation processes, and relationship building for clients/business in which event the specific approved governance associates must be declared. process is applicable and which process includes • Own and third-party corporate identity gifts must specific approval from the relevant executive, one be declared. example being point 3.29 in this Code.

No gifts may be given to public officials without prior sign-off at managing executive level. 3.29 Entrapment In terms of the Criminal Procedures Act if requested The Group Executive will from time to time determine by the State to participate in an entrapment the threshold values and levels of authorisation for process, the request must be approved by the Chief gift declarations. Governance and Compliance Officer or Chief Risk Officer and the Chief Executive Officer, prior to the entrapment taking place. 3.27 Loyalty schemes Any loyalty scheme bonus points obtained through the use of an organisation expense card or where 3.30 Group policies paid by the group, eg Voyager miles, remain the All employees must familiarise themselves with all property of Nedbank and must be used for business group policies. It is the line manager’s responsibility purposes, except where an employee has received to ensure that their employees have acknowledged explicit permission for personal use from the relevant policies according to requirements on the system. cluster executive in line with policy.

3.28 Recording of meetings Meetings of whatever nature may only be recorded if all participants to the meeting have been informed Nedbank Code of Ethics and Conduct Policy | 19

4 THE NEDBANK GROUP ETHICS OFFICE

4.1 The Ethics Office 4.6 The Managers Toolkit The Ethics Office continuously strives to support ‘The Ethics Office is the conscience of management in the execution of fair and reasonable the organisation, informing all employees behaviour towards employees. This Toolkit is available on the Nedbank intranet and provides supporting about what is good, right, fair and just in information to managers regarding the following: our business operations. There is no right • The Ethics Office employees and contact details way to do the wrong thing’ • Business Ethics Officers for the different clusters • The Group Employee Conduct Pledge – D Havenga, Nedbank Group Ethics Officer • Ethical leadership principles • Giving and receiving of gifts • Declarations of outside interests 4.2 What does the Ethics Office do? • The Nedbank values The Ethics Office partners with management to • Human Rights in business improve ethics risk management in the group. It • Persons with disabilities facilitates the embedding of an ethical culture to • Harassment solidify the governance of ethics across all levels • Treating Clients Fairly of the group, rolls out ethics standards across • Investing in honesty (fraud, corruption, dishonesty the group and enhances management reporting and theft) to improve ethical decisionmaking. The office • Dress code investigates ethics matters reported through • Business email etiquette Tip-offs Anonymous or directly to the Ethics Office • Meeting etiquette and related to the alleged violation of the code. • A guide to managing breaches/unethical behaviour in the workplace • Gossiping and social media 4.3 What does the Ethics Office not do • Grievance Policy and procedures • How to request guidance and report concerns The Ethics Office does not deal with any Human Resources policy or process-related incidents; these should be reported to Human Resources. It 4.7 Contact the Ethics Office anonymously does not deal with incidents related to theft, fraud and confidentially and dishonesty; these should be reported to the Employees and all other stakeholders are welcome to Nedbank Group Risk Reporting Line. When the Ethics contact the Ethics Office regarding advice, queries or Office receives reports of this nature, they will be complaints on any unethical behaviour or actions by forwarded to the appropriate area for investigation. our employees or any human rights transgressions by the group. The Ethics Office may be contacted for 4.4 Non-retaliation guidance and advice on whether a specific type of unethical behaviour needs to be reported. All employees who file a report with the Ethics Office in good faith will be protected from retaliation. On the There is a reporting obligation on all employees in other hand, we will also not tolerate retaliation against the group to report any unethical behaviour or action employees who make a report in good faith. Any they witness, through one of the following channels: attempt to determine the identity of a whistleblower • Talk to the Ethics Office: send an email to is considered a violation of the Whistleblowing Policy [email protected], or call and will result in disciplinary action. +27 11 29 40304. • Nedbank Group Risk Reporting Line: send an email to [email protected], or call 0860 100 340/ 4.5 The Ethics Panel +27 11 29 59555. This panel gives guidance and plays an oversight role Tip-offs Anonymous: call 0800 000 909, or send an to the Ethics Office with the investigation of material email [email protected]. tipoffs regarding unethical conduct and ensures that Website: www.tip-offs.com independent, objective and fair courses of action Postal address: Tip-offs Anonymous, are taken in instances of unethical behaviour or Freepost DN 298, Umhlanga Rocks, 4320 actions. The panel consists of the Chief Governance and Compliance Officer, Executive Head of Group Forensic Services, the Human Resources Director and the Group Ethics Officer. Nedbank Code of Ethics and Conduct Policy | 20

4.8 Investigations Group Financial Crime and Forensic Services When an employee has a grievance, he/she must investigates: follow the Human Resources process of reporting • Theft with internal employee involvement misconduct and laying grievances in accordance with • Involvement in any other criminal activity the Grievance Policy. • Fraud • Dishonesty The Ethics Office investigates all tipoffs reports of • Bribery and corruption the following nature: • Harassment Group Human Resources investigates: • Social media transgressions • All matters arising from breaches of HR Policy, • Conflicts of interest not related to fraud process and people practices as well as the • Human rights abuses People Risk Framework and including matters of • Nepotism/cronyism not related to fraud misconduct, incapacity and employee grievances. • Gifts incidents not related to fraud • Any other values-related conduct unbecoming of a group employee Nedbank Code of Ethics and Conduct Policy | 21

5 DEFINITIONS

Affiliation means the close involvement with a vendor or Employer includes the group and its subsidiaries and is service provider by an employee or a connected person. also referred to as the ‘group’. Ethics is concerned with that which is right and/or wrong, Business ethics: The principles, norms and standards that and should guide human conduct regarding whether an guide an organisation’s conduct of its activities, internal action is right or wrong, a motive is good or bad, and an relations and interactions with external stakeholders. outcome is desirable or undesirable. Facilitation payments are improper payments made Client: Includes current and future clients. to facilitate or expedite the performance of ‘routine’ governmental action where we initiate or engage in Code of Ethics and Conduct is the integration of the set of business with government or the private sector in group values and the rules and regulations that govern the South Africa or government and private sector in conduct of its employees. It is also an agreement between any other country. the group and its employees specifying standards of behaviour expected. Employees agree to the Code when Fraud: The unlawful and intentional making of a they join the group, and so agree to uphold its standards. misrepresentation which causes actual prejudice or which is potentially prejudicial to another. Conflict of interests means a person’s private interests interferes with the interests of the group. This usually Gift and Gratification: Anything that is received by an happens when the interest impairs the employee’s ability employee from a client, third party, supplier or a vendor to act impartially or influence a business decision. that at face-value could be considered a benefit or an advantage. Gratification includes: Connected person as per a circular issued by the Financial • money, whether in cash or otherwise; Services Board means: • any donation, gift, loan, fee, reward, valuable security, • A spouse or partner. property or interest in property of any description, • Minor children. whether movable or immovable, or any other similar • Any person in a business or profit sharing relationship with advantage; the employee, including partners in an investment club. • the avoidance of a loss, liability, penalty, forfeiture, • A trust in which the employee or any person mentioned in punishment or other disadvantage; bullets one and two is a beneficiary. • any office, status, honour, employment, contract • A organisation in which the employee or any person of employment or services, any agreement to give mentioned in bullets one, two or four is a shareholder. employment or render services in any capacity; • A pension fund (other than a pension fund managed • residential or holiday travel and accommodation; by the institution) of which the employee or any person • any payment, release, discharge or liquidation of any mentioned in billets one, two and three is a beneficiary. loan, obligation or other liability, whether in whole or in • Any other accounts where the person has a direct or part; indirect benefit. • any forbearance to demand any money or money‘s worth or valuable thing; Corruption is the unlawful use of an official position to gain • any other service or favour or advantage of any an advantage. It includes the offering/giving/soliciting or description, including protection from any penalty or accepting of an inducement or reward for doing any act disability incurred or apprehended or from any action in relation to the exercise, carrying out or performance of or proceedings of a disciplinary, civil or criminal nature the employee’s powers, duties or functions within the scope whether or not already instituted, and includes the of his or her employment relationship. For the purposes of exercise or the forbearance from the exercise of any this policy, corruption includes the definition of bribery as right or any official power or duty; defined in the UK Bribery Act 2010. • any right or privilege; • any real or pretended aid, vote, consent, influence or Employee is a person on the group’s payroll. This covers abstention from voting; permanent employees, fixed-term contractors and • any valuable consideration or benefit of any kind, temporary employees. including any discount, commission, rebate, bonus, deduction or percentage; and Employee’s family includes the employee’s spouse or • commercial gain or business promise. equivalent, siblings/spouses, parent, grandparent, child, grandchild and any person who is a blood relation of the employee. Nedbank Code of Ethics and Conduct Policy | 22

Harassment is unwanted conduct which has the purpose or • ridiculing or degrading someone, picking on them or effect either violating the employee’s dignity, or creating setting them up to fail. an intimidating, hostile, degrading, humiliating or offensive • Exclusion or victimisation. environment for them. • Unfair treatment, for example, based on race, gender, sexual orientation, pregnancy, age, disability, religion, HIV The definition, taken from the Protection from Harassment status, etc. Act 17 of 2011, means directly or indirectly engaging in • Overbearing supervision or other misuses of power or conduct that the perpetrator knows or ought to know – position. • Making threats/comments about job security without (a) causes harm or inspires the reasonable belief that foundation. harm may be caused to the employee or a related • Deliberately undermining a competent employee by person by unreasonably – overloading and constant criticism. (i) following, watching, pursuing or accosting of the • Preventing individuals progressing by intentionally employee or a related person, or loitering outside blocking promotion or training opportunities. of or near the building or place where the employee or a related person resides, works, carries on Discrimination means any act or omission including a business, studies or happens to be; policy, law, rule, practice, condition or situation which (ii) engaging in verbal, electronic or any other directly or indirectly: communication aimed at the employee or a related • imposes burdens, obligations or disadvantage on; or person, by any means, whether or not conversation • withholds benefits, opportunities or advantages from, ensues; or any person on one or more of the prohibited grounds. (iii) sending, delivering or causing the delivery of letters, telegrams, packages, facsimiles, electronic mail or Prohibited grounds are: other objects to the employee or a related person • race, gender, sex, pregnancy, marital status, ethnic or or leaving them where they will be found by, given social origin, colour, sexual orientation, age, disability, to or brought to the attention of, the employee or a religion, conscience, belief, culture, language and birth; and related person; or • any other ground where discrimination based on that (b) amounts to sexual harassment of the employee or other ground: a related person which includes unwelcome sexual – causes or perpetuates systemic disadvantage; advances. – undermines human dignity; or – adversely affects the equal enjoyment of a person’s The definition of sexual harassment from the Protection rights and freedoms in a serious manner that is from Harassment Act 17 of 2011 means any – comparable to discrimination on a ground mentioned.

(a) unwelcome sexual attention from a person who knows Independent contractors are not employees of a or ought reasonably to know that such attention is temporary employment service or of the person unwelcome; (institution) to whom they are providing a service to. (b) unwelcome explicit or implicit behaviour, suggestions, These individuals would also not be on the group’s payroll. messages or remarks of a sexual nature that have the effect of offending, intimidating or humiliating the Nedbank or the group means all clusters, business complainant or a related person in circumstances, units, divisions, subsidiaries that comprise the Nedbank which a reasonable person having regard to all Group Limited and Nedbank Limited and includes those the circumstances would have anticipated that the companies over which it exercises control. complainant or related person would be offended, humiliated or intimidated; Outside interest: An activity where an employee engages (c) implied or express promise of reward for complying in any non-standard bank business. with a sexually orientated request; or (d) implied or expressed threat of reprisal or actual Personal account trading as per a circular issued by reprisal for refusal to comply with sexually orientated the Financial Services Board encompasses individual requests. employees of a financial institution trading in securities or other financial instruments, the risks and rewards of which Harassment is further defined in terms of the CCMA are for their own personal direct or indirect benefit. guidelines and we included it in the code to illustrate examples of what harassment could constitute: The term ‘nepotism/cronyism’ as used in this policy is • Bullying. defined as ‘undue favour or favouritism displayed by one • Spreading malicious rumours, or insulting someone, employee to another, where the two employees concerned particularly on gender, race or disability grounds. are related individuals that arises in a Conflict of Interests’. 0519/10968 berry purple

Nedbank Code of Ethics and Conduct Policy | 23

Related person according to the Companies Act 71 of 2008 Third parties associated with the group include but are means an individual is related to another individual if they not limited to: clients, vendors, suppliers, business partners, are married, or live together in a relationship similar to a and stakeholders, eg a panel of attorneys, recruitment marriage or are separated by no more than two degrees agencies, travel agents, bond originators and brokers. of natural or adopted consanguinity or affinity. Unethical behaviour means behaviour that lacks morals, Supplier: Includes existing and potential suppliers, contractors, principles and values and does not adhere to proper rules sourcing partners, service providers, distributors, and of conduct. consultants who supply goods or services to the group, as well as any other third parties who may in future become vendors Values are norms or standards for right, good and fair of goods or services to the group. These suppliers subscribe conduct, underlying beliefs held by people about the way to the Supplier Code of Conduct which is based on this Code. life should be lived and/or business conducted.

Supervision includes issues relating to the appointment or reappointment of people, approval of or the change in status of employees, evaluation of performance for salary increment, promotion, dismissal, or scheduling of work assignments.

Nedbank 135 Rivonia Campus 135 Rivonia Road Sandown Sandton 2196 PO Box 1144 Johannesburg 2000 South Africa

FOR MORE INFORMATION PLEASE VISIT nedbank.co.za