Code of Conduct / Ethics

The Old Mutual Group has adopted and aims to abide by a Code of Business Conduct/Ethics. The Code includes information on relations with customers, suppliers, intermediaries, shareholders and investors, employees, government and the local community, competitors and compliance issues.

The Old Mutual Group has adopted and follows a Code of Business Conduct/Ethics.

Old Mutual plc and its subsidiaries (the "Group") Code of Business Conduct/Ethics

• Preamble
• Relations with Customers, Suppliers and Intermediaries
• Relations with Shareholders and other Investors
• Relations with Employees
• Relations with the Government and the Local Community
• Relations with Competitors
• Issues relating to International Business
• Compliance and Verification

A. Preamble

• As a Group we should maintain the highest ethical standards in carrying out our business activities. Our reputation is one of our most important assets. Maintaining the trust and confidence of all those whom we deal with is accordingly one of our most vital responsibilities, so in all of our operations our set of core values must be used to guide and direct the way we do business.
• We recognise our obligations to those with whom we have dealings - shareholders, employees, customers, suppliers, competitors and the wider community. Accordingly this code sets overall principles and guidelines for practice to be adopted throughout the Group. Individual businesses within the Group are required to adopt appropriate principles and processes to deal with specific ethical issues that arise in their specific circumstances.
• We will monitor ethical performance regularly in order to ensure that corrupt or unethical business practices are eliminated.

B. Relations with Customers, Suppliers and Intermediaries

• We believe that integrity in dealings with our customers and suppliers is a prerequisite for successful long-term business relationships. This principle governs all aspects of the Group's approach to its customers.
• In all advertising and other public communications, untruths, concealment and overstatement will be avoided. We will never deliberately give inadequate or misleading descriptions of products or services.
• In accepting business or entering contracts, employees are expected to observe the highest standards of integrity and to act in the best interests of the Group. Business should not be placed or accepted, or contracts or arrangements entered into, for any improper motive.
• In dealing with customers, suppliers or intermediaries, employees may not give or receive money or gifts of significant value.
• We will maintain the confidentiality of information received from customers, suppliers and intermediaries.

C. Relations with Shareholders and other Investors

• We will protect the interests of shareholders and other investors and will not do anything which will advantage one class of investor at the expense of another.
• Our accounting statements will be true and timely.
• We aim to generate an attractive return to investors on a long-term basis.
• We will communicate business policies, achievements and prospects honestly.

D. Relations with Employees

• Relations with employees are based on respect for the dignity of the individual.
• Our principle is to recruit and promote employees on the basis of their suitability for the job without discrimination in terms of race, religion, national origin, colour, gender, age, marital status, sexual orientation or disability unrelated to the task at hand. In South Africa this principle needs to be balanced against the requirement to address the issues of employment equity, and our practices will be cognisant of this.
• We will seek to provide a healthy and safe work environment. Employees for their part have a duty to take every reasonable precaution to avoid injury to themselves, their colleagues and members of the public.
• We do not countenance forced or child labour.
• We will recognise the efforts of the individual in helping to create the success of the Group. Pay systems will seek to recognise both the contribution of individuals and the performance of the sector of the business in which they work.
• We will encourage and help employees at all levels to develop relevant skills and competencies, through both work-related training and self-development, in order to progress their careers within the Group.
• Information received by employees in the course of business dealings will not be used for personal gain or any purpose except that for which it is given.
• Employees may not engage in any outside business interest or additional employment, which could in any way conflict with the proper performance of their duties, unless given specific written permission to do so by the relevant Business Head.
• Any personal interest, which an employee or a member of his/her immediate family has, in relation to the Group's business, must be disclosed. This conflict of interest could include directorships, significant shareholdings and employment of family members.
• We recognise the need to develop effective processes for communication and consultation with employees in the natural groupings in which they work and, where appropriate, for individuals to be suitably represented in negotiations. The rights of freedom of association and collective bargaining are respected, where allowed by law, to facilitate constructive dialogue.
• Our companies will have appropriate dispute procedures and will make all reasonable efforts to resolve issues without recourse to strikes or lockouts.

E. Relations with the Government and the Local Community

• We will take into account the concerns of the wider community including both national and local interests. We seek to serve the community by providing our services efficiently and profitably, and by providing good employment opportunities and conditions.
• We will support communities in which we operate. Charitable donations and educational and cultural contributions will be made within a policy set and reviewed by the Trustees of the Group's independent charitable foundations.
• The Environment: We are concerned with the conservation of the environment in its broadest sense, and recognise that certain resources are finite and must be used responsibly. We aim to limit the use of finite resources in all business ventures and in particular recognise our role in managing responsibility for buildings and land we occupy, waste management and usage of energy.
• Taxation: We will not evade tax obligations. We will record and report all transactions, including those where payment is made in cash. All taxable perquisites to which employees are entitled will be declared for tax purposes.

F. Relations with Competitors

• We will not unfairly damage the reputation of competitors either directly or by implication or innuendo.
• In any contacts with competitors, employees will avoid discussing proprietary or confidential information.
• We will not attempt to acquire information regarding a competitor's business by disreputable means. This includes industrial espionage, hiring competitors' employees to obtain confidential information, urging competitive personnel or customers to disclose confidential information, or any other approach which is not above board.
• We will not engage in restrictive trade practices or abuse any position of market dominance.

G. Issues relating to International Business

• We will respect traditions and cultures of each country in which we operate.
• We aim to contribute to the economic well being and social development of countries and communities where we conduct business.
• We will act responsibly in international trade and investment. In particular, inter-company pricing policy will be objectively justifiable.
• Where business practices differ in different countries in which the Group operates, we will favour consistent procedures among subsidiaries and associates. We will work for multilateral action aimed at achieving high common standards.
• We will comply with competition laws throughout the world. We will not take part in unlawful cartels.

H. Compliance and Verification

• Strict adherence to the provisions of this Code is a condition of employment with the Group.
• We aim to create the climate and opportunity for our employees to voice genuine concerns about behaviours or decisions that they perceive to be unethical.
• The Group Company Secretary is responsible for initiating and supervising the investigation of all reports of breaches of this Code and ensuring that appropriate disciplinary action is taken when required.
• The Group's auditors may be asked to report on any practice uncovered, in the course of their work, which appears to breach this Code.