Nedbank Code of Ethics and Conduct Policy - Level 1 NEDBANK GROUP: GROUP COMPLIANCE - BankTrack
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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
acknowledgementsNedbank 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
environment where Nedbankers can flourish and the
business should be conducted with integrity.
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
how to build a responsible and sustainable business.
international authorities, communities and
• 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
request an opinion before we take action and how to
Nedbank to read and clearly understand the
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 ExecutiveNedbank 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
are met.
2.10 Competition law
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 itNedbank 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 soNedbank 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 defenceNedbank 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.You can also read
