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United Manganese Kalahari (Pty) Ltd (“UMK”) prohibits corruption in any form whether direct or indirect and is committed to the prevention of corruption through the implementation of this Anti-Corruption policy.
UMK has developed this policy in order to facilitate the observance of all anti-bribery and anti –corruption laws, regulations, and / or policies of South Africa and, in light of the fact that UMK does business outside of South Africa, we are also committed to observing some intranational and international laws and best practices as further set out in this document.


What are bribery and corruption?
In this document, “bribery” and ”corruption” bear the following meanings:
“Bribery” is the offering, promising, giving, accepting or soliciting of an advantage as an inducement for an action which is illegal, unethical or a breach of trust.
“Corruption” is the abuse of a position of employment and/or trust to gain an advantage in contravention of duty or law. It includes bribery, whether directly or indirectly through an agent, to act in any way that could be to the disadvantage of UMK.

General Prohibition
UMK prohibits bribery and corruption. Every person associated with UMK in any capacity is prohibited from authorising, offering, giving or promising anything of value directly or indirectly (via a business partner or agent) to a government official or anyone else to influence official action or to induce anyone to perform their work disloyally or otherwise improperly or to give rise to a situation which places anyone in a conflict of interest vis-à-vis UMK.


This policy will apply to all employees (whether permanent, fixed term or temporary), contractors, consultants, committee members and directors of UMK (hereinafter referred to as “UMK personnel”).
Where any policy adopted by UMK conflicts in any way with this Anti –Corruption policy, the Anti- Corruption Policy will prevail.


It is UMK policy to conduct all of its business in an honest and ethical manner. UMK has a zero tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships wherever it operates, implementing and enforcing effective systems to counter bribery and corruption.
UMK is committed to uphold all laws in the countries that it conducts business, with particular reference to laws countering bribery and corruption.

4.1. Our principles

We refuse to offer, give or receive bribes or improper payments, or participate in any kind of corrupt activity, either directly or through any third party. We will not offer, give or receive bribes or make or accept improper payment to obtain new business, retain existing business, or secure any improper advantage, and we won’t use or permit others to do such things for us.

We always:
Seek to avoid even the appearance of wrongdoing. An allegation of bribery or corruption can seriously damage the company’s reputation.
Report any attempts to bribe us, or to solicit bribes from us, and any suspicions we have about bribery and corruption.

We never:
Participate in any form of corrupt behaviour
Conceal or fail to record accurately and completely the true nature of UMK’s activities, or falsify or tamper with UMK’s books and records.
Pay more than fair market value for goods and services


This policy:
Sets out the responsibilities of UMK and UMK personnel in observing and upholding UMK’s position on bribery and corruption; and
Provides information and guidance to UMK personnel on how to recognise and deal with bribery and corruption issues
Why is compliance with this policy important? A breach of anti-corruption laws is a serious offence that can result in fines for UMK and UMK personnel and the imprisonment of UMK personnel. A breach of this policy will result in disciplinary action, which may result in dismissal of guilty UMK personnel.
UMK personnel are ultimately responsible for compliance with this policy, including identifying, escalating and managing actual or potential bribery and /or corruption risks to which they are exposed.
UMK encourages and expects its suppliers, contractors and consultants to adopt and uphold similar standards and principles.


6.1 General statement

Most countries have laws prohibiting bribery and corruption, including South Africa. Many countries even have laws that prohibit people and companies that reside or operate within their jurisdictions from engaging in corrupt conduct even when such conduct is committed outside the relevant country. In addition to having extensive anti-corruption laws, South Africa is a member of many international conventions that are aimed at combating corruption. Compliance with South African anti-corruption laws is essential, however UMK personnel must take note that the anti-corruption laws of other countries may well be applicable in relation to their conduct when traveling outside of South Africa. UMK will adopt a zero-tolerance stance should any UMK personnel face investigation locally or abroad for bribery and corruption related offences.

6.2 Local and foreign legislation

This policy has been developed bearing in mind the legislation and convention listed below and should, for purposes of further clarification, be read in conjunction with specific reference to the following regulatory requirements:

South Africa
Prevention and Combating of Corrupt Activities Act of 2004
Prevention of Organised Crime Act of 1998
Proceeds of Crime Act of 1996
Companies Act of 2008
King IV Report on Corporate Governance of 2016
UMK’s Policies and Procedures

Foreign Corrupt Practices Act of 1977 (United States of America)
Bribery Act of 2010 (United Kingdom)
Swiss Fundamentals of Effective Compliance Management
OECD Convention on Combating Bribery of Foreign Public Officials in International

Business Transactions of 1998
UN Convention Against Corruption of 2003


Tone from and at the top

Senior management is committed to upmost integrity, in particular to abidance by the law and internal behavioural guidelines as a key part of UMK’s corporate culture and an overriding principle of its business operations. Senior management must set high behavioural standards by leading in accordance with and implementing ethical guidelines outlined in the Code of Business Ethics Policy.

UMK must develop and introduce an appropriate procedural framework to comply with applicable laws and regulations. UMK seeks to ensure that its policies are transparent, clear, feasible, reasonable and commensurate with the identified risks.

Regular Compliance Risk Assessment:
UMK must take steps to identify, assess and revise, from time to time, any compliance risks inherent in its business in general and individual lines of business in particular. All risks are identified and assessed taking into account all information about current and planned activities, including investment and strategic plans, which is available at that time.

Due Diligence:
UMK personnel should comply with the procurement policy adopted by UMK.
UMK must not use the services of subcontractors, intermediaries, agents or other parties acting for, or on behalf of UMK, and it must not engage in joint ventures (consortia) to perform any actions, and it must not procure from suppliers/vendors if doing so may violate this policy and the Code of Business Ethics Policy, or may affect the reputation of UMK as well as the reputation of UMK personnel.
It is the responsibility of UMK personnel when employing suppliers, consultants or other third parties to conduct an appropriate due diligence process to ensure that the respective counterparties act in good faith and take a zero-tolerance approach to corruption and that our commissions or fee arrangements will not be used for bribes. If required the UMK Internal Audit department should be involved to perform more thorough due diligence of prospective counterparties.
UMK personnel may not give money or anything of value to any person if the circumstances indicate that it is probable that all or part of the money or other thing of value will be passed on to another individual in order to influence official action or obtain an improper advantage. In order to protect UMK against the risk of bribes given indirectly, UMK personnel must satisfy themselves that agents, consultants and other third parties who will have contact on behalf of UMK understand and abide by the Code of Business Ethics Policy.
To that effect, all contracts signed by UMK with counterparties must to the largest extent possible contain a clause requiring the counterparty to abide by the Code of Business Ethics Policy.

Proper Record Keeping:
Accounting records should reflect all transactions accurately and fairly. The system of internal control over financial reporting processes must be established and documented. UMK personnel should follow all internal controls, as well as applicable standards and practices for accounting and financial reporting.
False, misleading or other artificial entries are not to be made for any reason, including concealing the purpose or nature of payments. Such artificial entries could include the mischaracterization of improper payments such as commission payments, business development charges or processing fees.

Monitoring and Control:
UMK must arrange for an annual external audit to check the existence of internal control systems over financial reporting and review the accuracy and completeness of accounting records to confirm the reliability of financial reporting.
Internal Audit must evaluate the design and operational effectiveness of internal control systems, risk management processes (including compliance risks identification and assessment) and compliance with applicable laws and UMK’s internal regulations, including the principles and requirements set forth in this policy document.

The compliance system deployed by UMK consists of three major areas:

This policy document does not cover all elements of the compliance system as they are partially covered by other internal regulations. For example the internal control system over financial reporting is documented in the respective risk and control matrices, procurement, HR and other policies. The Code of Business Ethics Policy is also an integral part of the compliance system.


This policy sets out guidelines for every UMK personnel to enable each of them to manage the corruption risks that they may encounter while conducting business.

8.1. Political donations

Neither UMK nor any UMK personnel may make any direct or indirect contribution to any political party, organisation or individuals engaged in politics as a way of obtaining improper advantage for UMK’s business. Any political contributions by UMK must be lawful and have the prior approval in writing from the board of directors of UMK.

UMK must refrain from involvement in political activities that are intended, whether directly or not, to exert influence on government and public officials or other persons in their decisions affecting the opportunities to retain or expand the existing business available with UMK, or if such involvement may objectively be perceived as an attempt to exert such influence.

UMK personnel may engage privately in political activities during their free time outside of work. Personal engagement in political activities, including any resulting financial and time costs, is fully voluntary and must not interfere with work duties and/or give rise to a conflict of interest. When participating in such activities each employee should ensure that his/her personal political activities are not perceived to be those of UMK’s as such political activity may impact UMK’s business or reputation.

UMK refrain must from paying any expenses for, or on behalf of, government or public officials and their close relatives, including the provision of material and other benefits, intended, whether directly or not, to obtain any business opportunities and/or competitive advantages for UMK.

We always:

Make sure the contribution is appropriate and obtain pre-approval from UMK’s board of directors.

Ensure that we never offer or make any contribution as an incentive or reward for obtaining or retaining business or for any improper purpose.

Consider all potential conflicts of interests.

We never:

Make a contribution to a political party, organisation or individual engaged in politics unless the proper due diligence has been performed and we can confirm that the contribution is legitimate.

Use charitable donations as a substitute for political payments.

Use company time or resources without permission.

8.2 Charitable donations and sponsorships

UMK supports and sponsors appropriate charities and other non-profit organisations. UMK may make charitable contributions and offer sponsorships for the purposes of socio-economic development, research and know how, cultural and sporting activities, provided they are not for improper business purposes.

We always:

Make sure the charity is appropriate and obtain pre-approval in accordance with UMKs approval framework

Ensure that we never offer or make any charitable contribution as an incentive or reward for obtaining or retaining business or for any improper purpose.

Consider all potential conflicts of interests

We never:

Make a contribution to a charity unless the proper due diligence has been performed and we can confirm that the charity is legitimate and has all appropriate registrations.

Use charitable donations as a substitute for political payments

Use company time or resources without permission.

8.3 Facilitation payments

We will not make facilitation payments in any of the countries in which we do business, and will not allow others who work for UMK to make them.

What is a facilitation payment?

Facilitation payments (sometimes referred to as “grease“ payments) are usually small payments or gifts made to low-level public officials in order to speed up or “facilitate“ actions the officials are already duty-bound to perform. They can appear “harmless” because the payments involved are usually small amounts and partly because they are often regarded as a part of the local custom or the culture i.e. the way things are done. However these payments are illegal in South Africa and in other countries that we conduct business.

What we mean:

We make no distinction between facilitation payments and bribes. Any type of facilitation payment is prohibited, large or small. Even where such payments are perceived as business practice or acceptable under the local law and even if our competitors engage in such practices, no violations of this principle will be tolerated.

Coercion and extortion:

There is one exception where the facilitation payment is being extorted or you are being coerced to pay it. Extortion in this context means that your safety is under threat and there is no other alternative but to pay. In these circumstances, UMK will support you however the facilitation payment must be recorded clearly and reported to the Chief Executive Officer and the Chairman of the Board.

Legitimate fees:

Sometimes a legitimate fee is payable for a speedy service provided by the government. For example, a published amount to get a visa or a new passport more quickly from a consulate. Payment of such fee is acceptable provided there is a defined business need, the payment is transparent and open, and a receipt is obtained and the expense is properly recorded in UMK’s financial records.


We only use agents or other third-party representatives if we have to and if they are known to act to a standard consistent with UMK’s standards and always follow the approved process to engage them.

What we mean:

The advice and local knowledge of agents can sometimes be essential. However, they must operate at all times in accordance with UMK standards, particularly in relation to bribery and corruption. In order to protect UMK against the risk of bribes given indirectly, it is the responsibility of UMK personnel when employing agents and third parties to conduct an appropriate due diligence process. Third parties need to understand and formally agree to this and it is our responsibility to confirm that their behaviour remains compliant.

We always:

Follow the process set out in UMK’s compliance framework when retaining the services of an agent or other third-party representatives.

Verify and check the agents’ experience, background and reputation.

Ensure and understand what these third party’s services are, and that all monies paid are properly accounted for.

We never:

Permit anyone to offer or pay bribes or make facilitation payments on UMK’s behalf.

Enter into agreements that do not have a clear and proper commercial rationale.

Make payments to agents without having a binding written agreement in place and we know exactly what the payment is for. 

Watch out for:

Unusually large fees or cash payments.

Fees linked to a percentage of the project cost or value.

A request for money paid into a personal or offshore bank account.

Poorly defined services to be provided.

An agent being used as an intermediary or with links to a public official or his /her family members.

Someone who does not appear to have the experience, expertise or qualifications for what they are being engaged to do.

Lavish hospitality and gifts.


We treat our suppliers, contractors and other business partners and their staff with integrity and professionalism at all times. We do not engage in untoward or corrupt relationships with our suppliers, contractors and other business partners and we always conduct ourselves in accordance with the requirements of UMK’s procurement policy.

Right to audit contractual clause

UMK may require that its business partners keep proper books and records available for inspection by the company. UMK and the person to whom this policy applies must to the largest extent possible include in any contractual arrangement with a business partner, a “right to audit” clause, or other similar contractual requirement, for the duration of any agreement with UMK, and /or until delivery of all goods and /or services to UMK or until completion of all work for or on behalf of UMK.

Compliance with ethical standards from business partners:

UMK must make known its anti-corruption policy to its partners.

UMK should make it clear that it expects anti-corruption standards of its business partners equivalent to its own policy and procedures and should use its influence to encourage them to either pledge compliance with this Policy or to adopt a policy that is consistent with this policy.

Procurement practices:

UMK will endeavour to conduct its procurement practices in a fair and transparent manner.

UMK will endeavour to avoid dealing with contractors and suppliers or other business partners known or reasonably suspected to be paying bribes Compensation and payment to business partners.

UMK will not channel improper payments through agents or other intermediaries. Compensation paid to business partners should be appropriate and justified remuneration for legitimate services rendered.

We always:

Follow the process set out in the our procurement policy when retaining the services of suppliers, contractors and other business partners

Fair competition should at all times be encouraged amongst suppliers

Verify and check our suppliers, contractors and business partners’ experience, background and reputation

Ensure and understand what these suppliers, contractors and other business partners services are for and that all monies paid are properly accounted for,

We never:

Participate in any form of corrupt behaviour or permit anyone to offer or pay bribes or make facilitation payment/s on UMK’s behalf.

UMK will not enter into agreements that do not have a clear and proper commercial rationale.

Pay more than the fair market value for goods and services.

Receive cash amounts from suppliers, contractors and other business partners.

Make payments to suppliers, contractors and other business partners without having a binding written agreement (wherever possible) in place and we know exactly what

the payment is for.

Exchange sensitive information with suppliers, contractors and other business partner’s i.e. pricing, other customer’s information.

Watch out for:

Unusually large fees or cash payments.

Fees linked to a percentage of the project cost or value.

A request for money paid into a personal or offshore bank account.

Poorly defined service to be provided.

Someone who does not appear to have the experience, expertise or qualifications for what they are being engaged to do.

Lavish hospitality and gifts.


This policy covers activities relating to hospitality and gifts involving clients, government officials, politicians, business partners, suppliers or third parties with a vested interest in UMK (hereinafter referred to as “affected parties”) that could impair or create the appearance of impairment of our objectivity and independence with regard to our relationship with affected parties.

With the guidance of the UMK Code of Business Ethics, UMK encourages all UMK personnel who deal with affected parties on behalf of UMK to build appropriate relationships with existing and potential affected parties. With regards to such matters, good judgement is always required. However there must be an appropriate balance between building and maintaining strong relationships and ensuring our continued professionalism.

Gifts and Hospitality prohibition

No UMK personnel will directly or indirectly accept offers or agree to give gifts, hospitality or other form of gratification to or from any affected parties, whether for self-benefit or for the benefit of another person, which may improperly influence a business decision of UMK or an affected party or impair independence or judgement.

“Gratification” includes money, cash, vouchers, donations, gifts, loans, fees, rewards, valuable securities, property or interest in a property, the avoidance of loss, liabilities, penalties, forfeiture, punishment or other disadvantage, the invitation to social functions, sporting events, meals and entertainment.

We always:

Ensure that all reimbursable entertainment activities involving UMK personnel and affected parties should have a valid business purpose and the cost should be reasonable.

Ensure that generally no gifts and hospitality is/are given and/or received and in instances where the giving or receipt of such gifts and hospitality is pre-approved by a line manager or chairman of the board of directors (in the instance of directors) such gifts or hospitality must be declared on a gift register and signed–off by the line manager or chairman as aforesaid.

Check with the UMK legal officer or chief financial officer before offering any kind of gift or hospitality to any affected party (bear in mind generally such gifts and hospitality are not allowed by UMK).

A person authorised to approve of the giving or receipt of gifts or hospitality must satisfy him/herself beyond a reasonable doubt that the giving or receipt of such gifts or hospitality is not intended to influence business decisions in contravention of this policy. Where in doubt, then the approver is obligated to disapprove of the gift or hospitality in question.

This policy applies to all gifts, regardless of the value thereof.

We never:

Accept gifts or entertainment which might reasonably be perceived to have any influence on business transactions.

Give; promise to give or offer a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given.

Threaten or retaliate against another employee who has refused to commit a bribery offence or has raised concerns under this policy.

Solicit gifts or hospitality.

Offer or accepts gifts of cash or cash equivalent (e.g. vouchers).


UMK personnel should avoid situations in which personal interests or actions could conflict or appear to conflict with UMK’s best interests.

What constitutes a conflict of interest?

Conflicts of interest occur when UMK personnel have undisclosed direct or indirect personal or economic interests in a transaction. Usually, the conflict is about individuals benefiting at the expense of UMK or other UMK personnel. Perceptions of conflict of interest can be just as damaging as an actual conflict of interest. A conflict may occur where UMK personnel accept inappropriate gifts, favours, or kickbacks from vendors, or when UMK personnel engage in unapproved employment discussions with current or prospective contractors or suppliers.

On an annual basis, directors and senior management as well as employees who are in the procurement, government relations and marketing departments will be required to formally declare to the board of directors (or to any person that the board may delegate this function to) any conflicts of interest that they may have relative to the business of UMK.

We always:

Act in the best interests of UMK and disregard any personal preference or advantage and disclose all conflicts, whether real or potential to senior management.

We never:

Use UMK’s position, contacts or any knowledge gained at UMK for personal gain, or to benefit family and friends.

Pay third parties more than contractually agreed, market-based fees for goods and services.

Avoid entering into situations in which our personal, family or financial interests may conflict with those of UMK.

Create the impression that customers or suppliers have a contact in UMK who can exert influence on their behalf.


UMK complies with all legal requirements for the proper import and export of goods and services. UMK is committed to trading lawfully at all times, hence its policy is to comply with all trade regulations and restrictions imposed by recognised national and internal authorities.

All restricted trade practices are strictly prohibited.

As well as complying with all relevant laws, UMK must obtain all necessary licenses and permits to import and export goods, and in doing so, provide honest and accurate information to customs authorities.


UMK recruits employees that support its business needs. UMK strives to employ individuals that are most suitably qualified for the job, taking into account its commitment to employment equity legislation.

UMK establishes incentive schemes, which do not conflict with our ethical way of conducting business. Both long-term and short-term incentive schemes clearly define that compliance is a mandatory prerequisite to bonus eligibility.

Applicants previously holding an office with a government or municipal body must provide to UMK details of their recent employment if they resigned from that office less than two years before receiving a job with UMK.

We always:

Conduct our employment processes in accordance with the requirements of the recruitment and selection policy.

Perform the required background checks on prospective employees.

Recruitment of prospective employees is always based on a person’s ability and the considerations of the legislative requirements regarding recruitment in South Africa.

We never:

Use our position or contacts in UMK to arrange the appointment of family and friends.

Appoint someone without the necessary skills required for a position.

Do anything that creates the impression that a prospective employee has a contact in UMK who can exert influence on their behalf.

We are committed to:

Employing people who will uphold our values and our standards of ethical conduct.

Creating a working environment in which all people feel valued.

Provide effective bribery and corruption awareness training to our staff on a continuous basis.


Your responsibilities:

The prevention, detection and reporting of bribery and corruption is the responsibility of every UMK personnel and those working under UMK’s control.

It is the responsibility of all UMK personnel to raise concerns about any issue or suspicion of bribery or corruption

A UMK personnel who suspects actual or potential acts of bribery and /or corruption must disclose such information as soon as he/she becomes aware of the information 

Failure to disclose information would constitute an act of misconduct that could result in a disciplinary action, which could result in dismissal.

UMK reserves the right to terminate their contractual relationships with third parties if they breach this policy.


How to report

Employees are required, when discovering or suspecting bribery and /or corruption, to immediately report the issue or suspicion to any of the following:

Line manager

UMK Anti –Corruption Hotline

Chief Executive Officer and/or Chairman of the Board Non- disclosure of known acts of corruption will be seen in a very serious light. Members of the public, customers or service providers can report bribery and / or corruption to any of the following:

UMK Anti – Corruption Hotline which will then be forwarded to the Chief Executive Officer and Chairman of the Audit and Risk Committee, depending on the severity or seriousness of the reported issue.

Chief Executive Officer or any members of the Executive Team. All employees are encouraged to raise concerns about an issue or suspicion at the earliest stage possible. If you are unsure whether a particular act constitutes bribery or corruption, you must raise your concerns with your line manager or the Human Resources Manager.

UMK does not tolerate any form of retaliation, harassment or intimidation of a whistle-blower by others as a result of raising concerns through the UMK Anti –Corruption Hotline in good faith. All concerns will be investigated and appropriate action taken.

UMK Anti –Corruption Hotline Details.

The UMK Anti – Corruption Hotline is independently managed by Whistleblowers Hotline. The hotline details are:

Toll Free Number: 0800 660 009

International Number: +27 31 308 0600 

Toll Free Fax Number: 0800 212 689

• Online Web Queries: https://www.whistleblowing.co.za/enquiries/

Email: umk@whistleblowing.co.za 

Website: www.whistleblowing.co.za

• Mobile App: Available on Google and Apple stores


Our commitment:

We will comply with the bribery and corruption laws in all of the jurisdictions that we operate.

We will continuously evaluate and monitor our bribery and corruption risks.

We will continuously engage our suppliers, customers, agents, business partners and other third parties on our zero tolerance policy with regards to bribery and corruption.

We will provide continuous and effective training to our staff to ensure that they understand and implement this policy and all other relevant UMK policies.


Office 502, 5th Floor
44 Melrose Boulevard, Melrose Arch

Tel: +27 11 217 2800


To become a leading empowerment mining company with an objective of establishing a legacy of sustainable mining and socio-economic development that is environmentally responsible and meets the core needs of its stakeholders.