Conflict Of Interest
COLLECTIVE INTERNAL POLICY ON MANAGING POTENTIAL CONFLICT OF INTERESTS AND INSIDER TRADING
LEGAL & TAX SERVICES (PTY) LTD
The company conducts its business honestly and ethically wherever we operate in the world. We constantly improve the quality of our services, products and operations and strive to create and maintain our reputation for honesty, fairness, respect, responsibility, integrity, trust and sound business judgment. No illegal or unethical conduct on the part of officers, directors, employees or affiliates is in the company’s best interest. The company will not compromise its principles for short-term advantage. The ethical performance of this company is the sum of the ethics of the men and women who work here; thus, we are all expected to adhere to high standards of personal integrity.
Conflict of interest
Officers, directors, and employees of the company must never permit their personal interests to conflict, or appear to conflict, with the interests of the company, its clients or affiliates. This may include but is not exclusive to:
• Real or perceived financial gain resulting from recommendations to our clients at a cost to the client.
• An outcome in service delivery or a transaction executed that may differ from the real interest of the client.
• Any non-cash incentives that may be received by the business from affecting any predetermined transaction and / or product.
• Effecting a transaction and / or product that may result in a benefit to another party other then the client.
Officers, directors and employees must be particularly careful to avoid representing the company in any transaction with others with whom there is any outside business affiliation or relationship. Officers, directors, and employees shall avoid using their company contacts to advance their private business or personal interests at the expense of the company, its clients or affiliates.
Representative incentives and remuneration
It is the policy of the company that no representative shall be remunerated as part of an incentive structure with its main or sole aim to increase production, by way of share options at a discount or by way of any cash on non-cash incentive, unless such incentive structure takes into account:
- A combination of quantitative and qualitative criteria; and
- Is not limited to a specific product supplier; and
- Is not limited to a specific product.
Any incentive as contemplated in this section must be linked to a particular incentive exercise and be approved by the CEO in writing prior to being implemented. All incentive projects must be disclosed to clients of the company who are approached with a view to doing business with them in relation to the incentive project and every incentive project must be attached to this policy, together with a description of the nature and basis of participation and any other rules as well as the duration of the incentive project.
No bribes, kickbacks or other similar remuneration or consideration shall be given to any person or organization in order to attract or influence business activity. Officers, directors and employees shall avoid gifts, gratuities, fees, bonuses or excessive entertainment, in order to attract or influence business activity.
In order to further ensure the adherence to this requirement, the official policy of the business is as follows:
Any gifts or gratuities over the value of R1 000 in the aggregate from any other person, including such person’s associate as defined in Financial Services Board Notice 58 of 2010 may not be accepted by any person within the organization and neither may such gifts or incentives be given by any person in the company, to any third party;
No gifts or gratuities may be accepted or given without written consent from Benjy Porter, the CEO of the company, and all such gifts and accompanying documentation must be registered in the non-cash incentive/ gifts register. In exercising his discretion, the CEO must have regard to any commission regulations or other laws which may be breached by the receipt of such gift. A written statement from the giver explaining the reason for and purpose of the gift must accompany any request for authorisation. This provision applies, without limiting the generality of the aforegoing, also to invitations to any functions, including lunches, dinners, training interventions and prize
The gifts register shall be a book with fixed and numbered pages, similar to a minute book and all entries shall be made in chronological order in the book. No pages may be removed from the book. The gifts register shall be audited by the company’s internal auditor or accountant on a monthly basis for the purpose of determining whether any gifts or incentives exceeded the aggregate value of R1 000.00. The results of the audit shall be communicated to the CEO. In determining whether any gift or incentive is to be allowed, the CEO shall have regard to this report.
Officers, directors and employees of the company will often come into contact with, or have possession of, proprietary, confidential or business-sensitive information and must take appropriate steps to assure that such information is strictly safeguarded. This information – whether it is on behalf of our company or any of our clients or affiliates – could include strategic business plans, operating results, marketing strategies, customer lists, personnel records, upcoming acquisitions and divestitures, new investments, and manufacturing costs, processes and methods. Proprietary, confidential and sensitive business information about this company, other companies, individuals and entities should be treated with sensitivity and discretion and only be disseminated on a need-to-know basis.
Officers, directors and employees will seek to report all information accurately and honestly, and as otherwise required by applicable reporting requirements.
Officers, directors and employees will refrain from gathering competitor intelligence by illegitimate means and refrain from acting on knowledge which has been gathered in such a manner. The officers, directors and employees of the company will seek to avoid exaggerating or disparaging comparisons of the services and competence of their competitors.
Violation of this Code can result in disciplinary action being taken against the person, including possible termination of services. The degree of discipline relates in part to whether there was a voluntary disclosure of any ethical violation and whether or not the violator cooperated in any subsequent investigation.
Management of conflicts
When any staff member of the company suspects a potential conflict of interest, that member shall be obliged to discuss the matter with his/her immediate superior. The content of the discussion as well as any decision made must be minuted. The superior and staff member will accept joint responsibility for the decision taken unless the decision is put forward for ratification to a more senior person in the company. In assessing whether a conflict is material or of a lesser nature, regard must be had to the impact that such a conflict will have on the company’s reputation, financial loss and internal erosion of ethical standards.
All decisions made must be reported on a weekly basis to the CEO, by the most senior person involved in that decision.
Material conflicts must be discussed with the CEO before any decision is made. Only the CEO or person authorised by him may make the final decision regarding a material conflict.
Management and mitigation
The executive committee of the company will review all conflicts on a quarterly basis and make recommendations regarding steps to avoid a recurrence of those aspects. The CEO will accept responsibility for the implementation of all steps necessary. Notice of the attention paid to conflict of interest must be contained in the minutes of the meetings of the executive committee and the relevant extracts of the minutes must be made available to the company’s compliance officer on request, the purpose of which is to enable the compliance officer to report on compliance with this policy.
Where a conflict is identified and a decision made, the nature of the decision must be communicated to the third party in writing as soon as possible. This applies regardless of whether the decision was made to cease doing business or continue with the business at hand despite the existence of the conflict. It is important for the preservation of the corporate integrity that these disclosures are made at all times.
List of associates and third parties
At the date hereof, the company structure and relationships are as follows:
1. All shares in Legal & Tax Services (Pty) Ltd are held by the Benjy Porter Family Trust, Various Kirsh Family Trusts and the Peter Maw Family Trust
2. Legal & Tax Services (Pty) Ltd owns 100 shares in Santam Risk Finance Limited (Centriq)
3. It is recorded that the company operates a legal expenses insurance business through which, from time to time, other enterprises may qualify as an associate of the company. These associates will be identifiable by the use of the company’s logo and credo “the right team to protect your rights” .
Staff training and general awareness
All the company’s staff must be trained on this policy. A copy of the policy must be provided to each staff member at inception of that staff member’s duties and updated versions must be circulated as and when they are updated. Moreover, all the company’s clients – existing and future, must be made aware of the existence of this policy. The policy must be posted on the company’s website under the section “Internal company policies”. It is the responsibility of the administration manager to ensure that the provisions of this paragraph are adhered to.