Two Mountains

BACK

Conflict of Interests and Gifts Policy

When doing the right thing is at the heart of everything we do, it is every employee’s responsibility to disclose interests which may Impact Two Mountains.

I. PURPOSE OF THIS POLICY

  1. In accordance with an Employee’s obligation to act in the best interest of their employer, this policy regulates and provides processes and procedures to:
    1. timeously disclose and record outside interests
    2. manage conflicts of interests which may arise
    3. set guidelines for the giving and receiving of gifts
  2. In accordance with an Employee’s obligation to act in the best interest of the employer, it is not permissible for Employees to engage in conduct, whether by acting or failing to act, which would amount to a conflict of interest with Two Mountains.
  3. By ensuring the above is implemented, Two Mountains Group (“TMG”) will be able to:
    1. Allow Employees, where appropriate, to acquire and maintain personal outside interests, provided these interests do not interfere with or have the potential to interfere with their duties to Two Mountains, or improperly influence their judgment when acting on behalf of Two Mountains
    2. Protect Employees by providing a mechanism for the objective review and approval (or conditional approval) of their outside interests, gifts given and gifts received

II. SCOPE

  1. This Policy is applicable to all permanent and temporary Employees (including those subject to FAIS, see section VII) in the Two Mountains Limited Group, as well as officers, advisors and Contractors
  2. This Policy will apply to all subsidiaries within the Group. Where there are existing policies in place, they must be aligned to this Policy, unless such establish stricter norms of behaviour
  3. Exceptions to this policy are Two Mountains Non-Executive Directors and Trustees – see section VII

III. OBJECTIVES

  • Support the vision of being an employer and service provider of choice.
  • Consistent handling of matters of conflicts of interest throughout the Group.
  • Give effect to legislative obligations.
  • Provide managers with guidelines
  • Ensure employees understand their responsibilities.
  • Uphold Two Mountains values.
  • Promote transparency.

IV. DEFINITIONS

For purposes of this Policy the following definitions apply:

  1. Companies Act means Act 71 of 2008, as amended
  2. Company Secretary means the Group Secretariat function
  3. Conflict of Interest means
    1. A personal interest which, whether directly or indirectly, conflicts with, or could reasonably be perceived to conflict with, the interests of Two Mountains; and/or
    2. Circumstance in which a direct or indirect interest, particularly but not limited to a financial interest, that influences ones ability to perform functions properly.
  4. Contractor means any person (including their employees) who renders services to Two Mountains from time to time either as an independent contractor, agent, vendor, service provider, representative of any of Two Mountains’ licences or any other person appointed to act on behalf of Two Mountains who is not an Employee of Two Mountains.
  5. Director means an executive or non-executive member of a Board of a company, including an alternate director
  6. Employee means any person (excluding a contractor) who is employed by Two Mountains either on a permanent, fixed term, limited duration or casual basis and who receives or is entitled to receive remuneration
  7. FAIS Act means Financial Advisory and Intermediary Services Act 37 of 2002, as amended
  8. General Code of Conduct means Financial Advisory and Intermediary Services Act: General Code of Conduct for authorised Financial Services Providers and their representatives
  9. Family Member means any person connected by blood (grandparents, parents, siblings, blood relatives and children/descendants), marriage (spouse and in- laws), adoption or co-habitation to an Employee or Contactor
  10. Person includes any association, business, close corporation, company, concern, enterprise, firm, partnership, natural person, trust, undertaking, voluntary association or other entity whether corporate or unincorporate.
  11. Two Mountains means Two Mountains Group (“TMG”), which includes Two Mountains Financial Services (TMFS), Two Mountains Underwriters (TMU), and Two Mountains Burial Services (TMBS).

V. TIMING OF DISCLOSURES

  1. Disclosure of business interests (including pre-existing arrangements and gifts given and received) must take place annually from September, and when:
    1. The need arises from a change in circumstances
    2. Negotiations begin with a third party
    3. Decision-making process is underway and where a conflict of interest may arise
    4. Someone joins Two Mountains, through the recruitment process
  2. Disclosures must be made by consulting with Human Capital Business Partners (alternatively the HC Executive), disclosures must be made in writing to the appropriate line manager as well.  

VI. DISCLOSURES

Employees and/or Contractors who are unsure of whether to make a disclosure must err on the side of caution and make the disclosure rather than withhold the details of outside interests.

Every Employee and Contractor must disclose any personal and/or business activities in which they have a direct or indirect interest especially, but not limited to, the following circumstances:

General disclosures

  • Where income derived from that interest is more than 10% of Two Mountains Total Guaranteed Package in any 12 (twelve) month period for that Employee
  • They are involved in, or are able to influence, the decision-making process on behalf of Two Mountains relating to their personal and/or business activities

Family Members

  • If a Family Member is employed, promoted or transferred into a position, where the Employee is able to directly or indirectly influence the decisions relating to their personal and /or business activities

Recruitment

  • Employees must disclose relationships with applicants at the start of the recruitment process and must recuse themselves from all decision making

Procurement

  • Any Employee with an interest that may affect or could be seen to affect their impartiality in any procurement process must immediately declare their interest. In such an instance, the Employee may not be involved in the procurement activities in any manner whatsoever

Non-Executive Directors

  • Employees nominated to Non-Executive Director (NED) positions on Boards of any organisation (outside of Two Mountains) and wishing to accept such nomination in their personal capacity must note the following:
    • The Employee must disclose:
      • Company name and registration number
      • Location of Company headquarters
      • Nature and size of the business of the Company
      • Annual turnover or other relevant financial information
      • Portfolio to be held in the Board
      • Shareholding or Member Interests in the Company
      • Fees earned
      • Frequency, time needed and venue of scheduled Board meetings
      • Motivation for interest in the appointment
    • Approval for a NED appointment can only be granted by the segment’s Managing Directors who sit on the Two Mountains’ Exco or delegated senior manager
    • Appointment to NED positions will be limited to one such appointment, subject to requisite approval being given. A second NED appointment (which will be the maximum permissible amount) would be the exception and will require a motivation from the Employee (explaining the particular business benefit) and prior approval of the segment’s Managing Directors who sit on the Two Mountains Exco or delegated senior manager
  • Employees nominated to NED positions on advisory panels must note the following
    • Disclosure of details as per above is requiredApproval for a NED appointment can only be granted by the segment’s Managing Directors who sit on the Two Mountains Exco or delegated senior manager
  • NED appointments based on a Two Mountains nomination will be treated as follows:
    • Fees are payable to Two Mountains
    • Number of positions is not limited
    • Recognition for the NED appointment will be embedded in the performance and talent management process
  • Pre-existing appointments (for new joiners)
    • The disclosure of the NED position must be covered in the recruitment process and will be subject to assessment prior to offers being extended
    • If an employee holds a NED position prior to appointment, the conditions (if any) must be implemented post facto and as part of the onboarding process, based on the inputs sought from the segment’s Managing Directors who sit on the Two Mountains’ Exco or delegated senior manager
    • The employee must be informed of this condition of employment and policy

Examples of possible conflicts (this is not a closed list)

Whilst it would be impossible to deal with every situation that would constitute a real or perceived conflict of interest, below are some examples:

  • An interest that impacts ones independence, such as familial or personal connections, membership, association or affiliation to any group or organisation, etc.
  • Accepting benefits such as gifts, money, favours, or benefits from persons or businesses that have, or intend to have, business relationships with Two Mountains
  • Performing any work for competitors of Two Mountains
  • Having an economic or financial interest, exercising directly or indirect control (through Family Members or close connections), in activities of suppliers, customers, stakeholders or competitors of Two Mountains
  • Alternative employment whilst employed by Two Mountains

Things to think about

  1. Are you competing with your employer?
  2. Is there potential for you to abuse organisational influence to benefit yourself?
  3. Are you seeking do to business with your employer?
  4. Is there potential for abuse of intellectual property and/or confidential information?
  5. Will you be doing business with clients?
  6. Is there a possibility for reputational damage?
  7. Will you be using organisational resources (including time), to further your outside interest?
  8. Will this impact your work performance?
  9. Is your activity in the best interest of your employer?

THE PROCESS

The Decision

  1. In response to a declaration, the following may be the outcome of the application, which must be recorded by the line manager
    1. Approval of the interest or activity disclosed by the Employee: Where a conflict is deemed to be minimal and there is no risk of reputational damage to Two Mountains, as determined by the appropriate manager(s), approval is appropriate. If a manager is unsure on the treatment of a disclosure made, this must be escalated to the Human Capital Executive/Risk Officer in the business area for consultation
    2. Conditional Approval of the interest or activity disclosed by the Employee: This may include an approval which is subject to the Employee maintaining an acceptable standard of performance in their substantive role. If poor performance is identified by the business, the approval may be revoked
    3. Decline of the interest or activity disclosed by the Employee – Line managers will communicate to the Employee why the outside interest or gift (given or received) is not permissible
    4. Escalation of the interest or activity disclosed by the Employee to the appropriate second/further approver
  2. Management of the outside interest is the responsibility of both the Employee and Two Mountains’ line manager
  3. Two Mountains shall have the sole discretion to determine the appropriateness of the Employee’s involvement in a particular outside interest, activity, or gift (given or received)
  4. The Employee who is seeking approval may not commence with the interest or activity prior to the interest or activity being approved
  5. Neither Two Mountains nor any of its Group Companies will be liable for any costs incurred by an Employee in instances where a conditional approval has been granted
  6. Where the responsible manager is not suitably independent (e.g. where he or she is also involved in the conflict or perceived to be involved in the conflict), the disclosure must be escalated for consideration to level 2/further manager for consideration and approval.

Decline

Where the interest or activity that gives rise to the potential conflict of interest:

  • Is judged to be inappropriate, or
  • Has the potential to damage the Two Mountains interests and/or reputation,
  • Cannot be managed

Revocation of approval

Should it become necessary, a manager may revoke approval at any time after it has been given:

  • The Employee will be required to do all things necessary to address (as determined by the line manager) or remove the conflict and within a maximum of 30 (thirty) days of being made aware of the revocation.
  • Neither Two Mountains nor any of its Group Companies will be liable for any costs incurred by an Employee in instances where prior approval is subsequently revoked.

Review

Employees have the right to request a review of the decision to decline, or where conditional approvals are granted:

  • The request must be made in writing to the super senior or L2 Manager for her consideration within 5 (five) business days of receiving the outcome.
  • The request for review must include the reasons for the request, and copies of all documents relating to the original disclosure of the activity or interest.

VII. DISCLOSURE OF CONFLICTS LINKED TO LEGISLATION

  1. For South African Employees
    1. Employees subject to the FAIS Act – the FAIS Act, in particular the FAIS General Code of Conduct, requires that a financial services provider have measures in place to eradicate and/or manage conflicts of interests.
      Employees subject to FAIS will use the Two Mountains employee declaration, (to be incorporated in line with the Fit and Proper Declaration) and must engage their managers to confirm that all relevant declarations have been made.
    2. The Companies Act places a duty on a Director and/or Trustee to disclose any material information regarding any business or contract which Two Mountains may be interested or involved in, and not to use his/her position to gain a personal advantage or to knowingly cause harm to Two Mountains.
      Two Mountains Executives in Two Mountains’ entities, are referred to the Company Secretary for the Policy and Governance approved by the Corporate Governance Nomination Committee.
    3. Employees in all other regions in which Two Mountains operates are required to comply with local laws and rules on disclosures of interests and must consult local risk officers / business unit compliance officers if in doubt.

VIII. GIFTS

  1. A “gift” or “favour” includes any gratuitous service, loan, discount, money or article of value.
  2. Two Mountains recognises that Employees may receive or give gifts to each other and third parties, e.g. customers, suppliers, vendors, brokers, trustees, etc. With the giving and/or receiving of gifts, Employees must assess whether a business relationship might be altered or if there is an expectation that it might be influenced in some way.
  3. Subject to “Permissible Gifts”, point 1 below, all gifts must be declared to the Employee’s line manager and also recorded using the online platform, irrespective of value.
  4. In principle, if the aim of the gift (which is either given or received) is to create an expectation of a “favourable” act in return, then it is not a gift which is acceptable in terms of this policy.
  5. For the avoidance of any doubt, a conflict of interest may arise when the acceptance/giving, or the prospect of future gifts or favours, limits the Employee from acting in the best interest of Two Mountains in dealing with such person or organization.
  6. If a gift offered is not compliant with this Policy, the third party should be advised in writing of the decision to not accept the gift, as well as the reasons proffered as aligned to this policy.
  7. Employees must ensure that all gifts:
    1. Are made for the right reason (i.e. a clear act of appreciation)
    2. Will not place the recipient under any obligationAre made openly (if made secretly, the purpose might be suspicious)
    3. Are declared using the online system regardless of the value of the gift

Gifts not allowed (to or from third parties)

  1. Gifts or gift vouchers worth more than R2000.00 (Two Thousand Rand) or the equivalent thereof in local currency, unless there is prior approval from the Employee’s line manager.
  2. Travel costs, accommodation, or other related costs of any kind whatsoever for the Employee or Family Members
  3. Gratuity such as offering to pay a subscription, account, conference fees etc.
  4. Money/cash in any manner whatsoever
  5. Employees may not accept or give more than one (1) gift in respect of the same third party in any 3 (three) month period. In addition, the value of gifts from the same third party may not exceed R2000.00 (Two Thousand Rand, or the equivalent thereof in local currency) in the same calendar year.
  6. Family Members may not give or receive gifts from third parties on the Employee’s behalf

Permissible gifts (to or from third parties)

  1. Gifts under R2000.00 (Two Thousand Rand), or the equivalent thereof in local currency are allowed, subject to declaration
  2. Gifts between colleagues do not need to be declared

FAIS Employees and Gifts

  1. Notwithstanding point 9 from “Gifts not allowed” and point 1 from “Permissible gifts” above, employees who are subject to FAIS may not accept any gift from the same third party in the same calendar year worth more than R1000.00 (One Thousand Rand).

IX. VIOLATION OF THIS POLICY

  1. Two Mountains seeks to maintain high standards of ethical behaviour and professional conduct and has no appetite for conflicts of interest that could lead to a material risk to the Group and/or its stakeholder’s interests.
  2. Breach of this policy will be treated as serious misconduct. Breach will include non-disclosure, inaccurate and incomplete disclosure.
  3. Two Mountains reserves the right to take appropriate disciplinary action in terms of Two Mountains disciplinary policies and procedures in respect of any violation of this policy. Such action could result in an Employee’s dismissal, demotion, debarment or removal from a position.

X. COMMUNICATION AND AWARENESS

This Policy will be duly communicated in such form as deemed appropriate by Two Mountains. In this regard, the Policy shall be:

  1. Included in the induction process for all newly appointed Employees
    Available on the intranet (A specific Link to be created), or in hardcopy on request
  2. Shared with representative trade unions

XI. REVIEW / AMENDMENTS TO THIS POLICY

To evaluate its effectiveness and/or to take cognisance of changes to legislation, Two Mountains reserves the right to amend this policy from time to time in its discretion.

SPEAK UP!

  1. All Employees have a duty to read and understand this policy and to be aware of potential and actual conflicts of interest and to report them. If an Employee suspects or knows of a conflict of interest, this should be reported.
  2. Employees may report concerns regarding conflicts of interest using these contact details:
    1. toahotline@tip-offs.com (emails are anonymous)
    2. 0800 222 117 (free from a cellphone and landline) available 24 hours a day and in multiple languages

STATUTORY DISCLOSURES

  • Access the policy here.