Anti-Bribery Policy

1.      SCOPE

nFold is committed to acting professionally, fairly and with integrity in all our business dealings. As part of its commitment to ethical business practices, nFold will not tolerate any form of bribery or corruption.

This Anti-bribery Policy outlines the behaviour and principles required to support this commitment. It outlines nFold’s policies and procedures intended to ensure compliance with South African anti-corruption legislation.

2.      DEFINITIONS

• “ABC Officer” means the Anti-bribery and Anti- Corruption Officer;
• “Bribery” means the offering, giving, receiving, or soliciting of any item of value to influence the actions of an official, or other person, in charge of a public or legal duty;
• “Corruption” means a form of dishonesty or criminal offense undertaken by a person or organization entrusted with a position of authority, to acquire illicit benefit or abuse power for one’s private gain;
• “nFold” means nFold (Pty) Ltd a private company with limited liability incorporated in accordance with the laws of South Africa;
• “Employer” means nFold;
• “Employee” extends to include any contractor that performs any duties on behalf of nFold or by using the brand of nFold, regardless of whether such a person/company will qualify as an employee in terms of the Labour Relations Act 66 of 1995;
• “PRECCA” means The Prevention and Combating of Corrupt Activities Act 12 of 2004;
• “Threshold” means the maximum Rand value allowed per transaction. If a transaction exceeds your defined limit, the transaction is declined. The defined values are;
  • 00- R500.00 no approval required;
  • 00- R2500.00 approval required;
  • 00 > will automatically not be approved.

3.      OBJECTIVES

Anti-bribery laws and regulations can be complex. This policy will enable employees to recognise when issues arise; avoid prohibited conduct where the issues are clear, and promptly seek guidance where they are not.

Relevant employees will also be required to attend face-to-face anti-corruption training.

4.      POLICY

All nFold employees, officers and directors, and all those acting for or on nFold’s behalf are strictly prohibited from offering, paying, soliciting or accepting bribes or kickbacks, including facilitation payments.

The requirements set out in this policy apply to nFold, its wholly owned subsidiaries and joint ventures controlled by nFold, and all their employees, officers and directors. Joint ventures where nFold doesn’t have a controlling interest will be expected to comply with this/a comparable policy.

Agents, representatives and intermediaries who act on behalf of nFold, anywhere in the world, must comply with the nFold Code of Conduct and Business Ethics which includes the relevant Anti-bribery provisions, or a comparable code of conduct

Third parties such as suppliers and other contractors are expected to comply with the nFold Code of Ethics or a comparable code of conduct.

Given the serious nature of a breach, an employee’s failure to comply with this policy, whether intentionally or by an act of negligence, may lead to disciplinary action being taken that could ultimately result in termination of employment.

5.      RELEVANT LAW

• The Prevention and Combating of Corrupt Activities Act
  • Under PRECCA, the general crime of corruption happens when someone (“A”) gives (or offers to give) someone in a position of power (“B”) something to use their power, illegally and unfairly, for the advantage of A (or someone not directly involved). Someone who solicits a bribe is also guilty of corruption, even if the offer is turned down. Both A and B will be guilty of corruption.
  • The act doesn’t necessarily have to involve money exchanging hands. gifts, entertainment, property, employment, influence of a vote (for example in a tender process), discounts, or release from a loan are also viewed as gratification, under PRECCA.
  • PRECCA provides for extraterritorial jurisdiction –this means that even if an act of corruption was committed outside of South Africa, a court in South Africa will have jurisdiction over the offence, if certain conditions are met. The person to be charged must be a South African citizen and must ordinarily reside in South Africa or must be a corporate incorporated in South Africa.
  • PRECCA also requires all people in positions of authority in both the public and private sector to report corruption of R100 000 or more, to the police. Failure to report corruption is a criminal offence.
  • PRECCA imposes hefty penalties (fines and prison terms) for people who are convicted of corrupt activities. If convicted in the High Court, the guilty party can receive up to life imprisonment. If convicted in a regional Magistrates’ court, the guilty party can receive a sentence of up to 18 years in prison, whilst a prison sentence of up to five years can be imposed if convicted in the District Magistrates Court.

6.      WHAT IS BRIBERY?

• Bribery usually involves giving or offering money, a gift or something else of value to someone in business or government in order to obtain or retain a commercial advantage or to induce or reward from the recipient for acting improperly or where it would be improper for the recipient to accept the benefit. Bribery can also take place where the offer or giving of a bribe is made by or through a third party, i.e. an agent, representative or intermediary.
• Both the giving and receiving of bribes is prohibited in most jurisdictions. Bribes often involve monetary payments (or the promise of payments) but can include other benefits or advantages. For example, bribes could include:
  • lavish gifts, entertainment or travel expenses, particularly where they are disproportionate, frequent or provided in the context of ongoing business negotiations;
  • cash payments by employees or third persons such as consortium members, introducers or consultants;
  • the uncompensated use of company services, facilities or property;
  • loans, loan guarantees or other extensions of credit;
  • providing a subcontract to a person connected to someone involved in awarding the main contract;
  • engaging a local company owned by or offering an educational scholarship to a member of the family of a potential customer/public or government official;
  • political or charitable donations made to a third party linked to, or at the request of, someone with whom nFold does business; and
  • benefits such as the provision of an internship or work experience, whether paid or unpaid.

7.      NFOLD POLICIES AND PROCEDURES

• Facilitation payments
  • The nFold Anti-bribery Policy does not permit facilitation payments. Any request for a facilitation payment made of a nFold employee or representative should be reported to your line manager or ABC Officer.
  • There may be very exceptional circumstances where a facilitation payment is unavoidable (e.g. because of a threat to, or otherwise the impact on, an individual’s personal wellbeing or safety). Any such payments must immediately be brought to the attention of your line manager or ABC Officer and must be properly accounted for.
• Gifts and hospitality
  • The exchange or provision of modest gifts and hospitality may foster goodwill in business relationships. However, they must be strictly limited in value and frequency, in keeping with customary business practice and in accordance with all applicable laws.
  • Employees must not request, accept, offer or provide gifts or hospitality designed to induce, support or reward improper conduct including in connection with any business or anticipated future business involving nFold: for example, where they might be seen to compromise the receiver’s judgement and integrity.
  • This requirement extends to the provision or acceptance of gifts or hospitality through any third parties or to or by members of the family of an employee of an actual or a potential customer. In addition, employees must not provide gifts, hospitality or any other advantages to potential customers or government officials at their own expense.
• What constitutes a gift or hospitality for the purposes of this policy?
  • Anything of value –for example, would include tickets to a sporting/cultural event, gift certificates, prizes, discounts, loans, travel expenses, stocks or other securities and use of facilities e.g. a holiday home.
• When gifts or hospitality are acceptable?
  • You should use your own judgement to assess what is acceptable, taking account of this policy and the requirements for approval below.
  • Modest gifts and hospitality may usually be offered or accepted provided there is no expectation or belief that something will be given in return. Modest gifts and hospitality may include:
    • small gifts, including gifts of nominal value such as calendars, diaries, pens and other small promotional items such as samples;
    • occasional modest meals with people with whom you conduct business;
    • occasional attendance at modest entertainment events, e.g. a musical performance, the theatre or a modest sporting event; or
    • necessary and reasonable travel and accommodation expenses in connection with legitimate business trips.
    • Where gifts or hospitality do not fit into the above categories, or you are not sure whether they are otherwise appropriate, you must seek prior approval from your line manager or the ABC Officer before offering or accepting the gift or hospitality.
  • For the avoidance of doubt, the following will not require approval:
    • branded promotional products of nominal value (e.g. pens, calendars, t-shirts); or
    • common courtesies such as drinks, sandwiches or modest refreshments provided at nFold’s or a third party’s premises in connection with a legitimate business meeting.
    • Additional considerations
      • As well as considering the proportionality and intent behind the proposed gift or hospitality, you should also consider the frequency and appropriateness of timing. Relatively modest gifts and hospitality that are given/received frequently or, for example, during a contract negotiation period could be perceived as inappropriate. Therefore, even where a particular proposal does not exceed the approval threshold, you must satisfy yourself that it is not appropriate or prudent to seek approval and line managers will also bear such factors in mind when approving expenses.
    • There are certain cases where gifts and hospitality are never acceptable, namely:
      • gifts of cash or equivalents (e.g. gift certificates, loans, shares or share options);
      • gifts and hospitality that are indecent, inappropriate or would damage nFold’s integrity or reputation;
      • gifts and hospitality that breach any local law or regulation; and
      • gifts and hospitality that the recipient is not permitted to receive by their employer/principal.
    • As well as considering the proportionality and intent behind the proposed gift or hospitality, you should also consider the frequency and appropriateness of timing. Relatively modest gifts and hospitality that are given/received frequently or, for example, during a contract negotiation period could be perceived as inappropriate. Therefore, even where a proposal does not exceed the approval threshold, you must satisfy yourself that it is not appropriate or prudent to seek approval and line managers will also bear such factors in mind when approving expenses.
    • If you are the recipient of an unexpected gift or hospitality that appears to exceed the approval limits, you must declare the item to your line manager or the ABC Officer after the event. In respect of a gift, you may be required to return it, surrender it to nFold or give it to charity if it is not considered appropriate to retain it.

Procedure

• All gifts and hospitality which require approval will be fully documented in the local gifts and hospitality register.
• Outward gifts and hospitality that are below the approval thresholds will be subject to the usual expenses approval processes and will not be approved if the relevant approver considers the expense to have been inappropriate. Such an instance will be reported to the ABC Officer.
• The register and the expenses process will be subject to regular review by internal audit. Such review of the register will include monitoring, not only the value of individual gifts and hospitality, but also the frequency and aggregate value of gifts and hospitality offered/received by particular individuals/companies.
• If there is any room for doubt in this regard, written notice of the intention to make the gift or offer the entertainment/hospitality should be given to the recipient or the recipient’s employer/principal to enable them to advise in advance if acceptance by the recipient would contravene any applicable policies/local law.
• Please note that special considerations apply where you intend to offer a gift or hospitality to a public or government employee or official. Other than the nominal exemptions for low-value branded promotional products and modest refreshments at nFold’s or a third party’s premises referred to above, you will always require prior approval from your local ABC Officer and registration for gifts and hospitality which are offered to government officials. Your local ABC Officer will be able to advise you of any relevant local variations to the policy, for example in respect of customary gifts which are lawful and do not give rise to a perception of bribery or corruption.

8.      AGENTS, REPRESENTATIVES, INTERMEDIARIES AND OTHER THIRD PARTIES

• nFold and its directors and prescribed officers could be held criminally liable for the acts of agents, representatives and other intermediaries who are involved in bribery when they are acting on its behalf.
• nFold herby explicitly excludes any liability to any directors or prescribed officers where any unauthorised acts are performed by any of its agents, representatives, intermediates and other third parties.

9.      DEALING WITH GOVERNMENT

• nFold prohibits the provision of money, gifts, entertainment or anything else of value to any government or public officials for the purpose of influencing such officials in order to obtain or retain business or a business or commercial advantage, or otherwise in relation to decisions that may be seen as beneficial to nFold’s business interests.

10.  REPORTING ISSUES INTERNALLY

• All nFold employees are required to assist in tackling fraud, corruption and other malpractice within the organisation. If you are aware of, or suspect that bribery may be taking place within nFold, you should report your suspicions to an appropriate person (which will usually be your local ABC Officer).
• If you are in doubt that your concerns have been or will be dealt with properly, you should raise the matter directly with any senior company officer or one of the contacts provided through your operating company whistle blowing procedures or Protected Disclosures Act, Act 26 of 2000). This will enable nFold to investigate swiftly.
• It will not normally be appropriate to disclose your concerns outside the company or to a third party before nFold has had an opportunity to deal with the issue. If you ask for your identity to be protected, nFold will do its best to ensure this.
• No employee will ever suffer if nFold loses business as a result of his/her decision not to pay bribes or engage in corrupt activities. In addition, if you genuinely believe that there is some form of malpractice occurring and raise a concern in good faith and without malicious intent, nFold will ensure that you do not suffer any disadvantage in the workplace as a result of speaking up, whatever the outcome of the investigation.

11.  INVESTIGATIONS

• In addition to regular audits to verify compliance with relevant anti-corruption laws and more broadly with this and other nFold policies, practices and procedures, there may be individual instances in which nFold wishes to investigate a specific issue or allegation. In these events, an audit or investigation of records, books and accounts may be performed to prevent and detect violations of anti-corruption laws and procedures and to ensure compliance with this policy and other nFold policies, practices, and procedures.
• While performing such an audit or investigation, the investigating team may seek the assistance of any nFold Employees, and is authorised to retain accounting firms, external lawyers, or others, as deemed appropriate at the discretion of the investigating team. All Employees have a duty to comply with such requests for assistance and a negative inference may be drawn from any refusal to fully cooperate with such an investigation.