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United Manganese Kalahari (Pty) Limted (“UMK”) is committed to the highest standards of social and business practices. The delivery of success to our shareholders results from the efforts of our people. It is their resourcefulness, professionalism and dedication that gives UMK its edge as one of the forerunners in the Manganese industry.

To this end, all directors and employees are expected to observe the highest standards of integrity in the conduct of UMK business. The Board of Directors has approved a code of Business Ethics to provide a framework within which all business practices involving UMK must be conducted, managed and regulated.

This code of Business Ethics has been compiled in accordance with the common values shared by all involved in the business of UMIK, the general principles of law and internationally accepted ways of doing business ethically. In addition, comprehensive systems of control have been introduced to ensure that in attaining the objectives of UMK, we behave legally, ethically, appropriately and sustainably.



UMK is committed to treating all employees fairly, with respect and dignity and in order to honour this commitment,

UMK shall:

o Create and maintain a safe and healthy workplace through the design of the work environment, the planning and performance of work, the provision and use of all necessary equipment, tools and procedures, appropriate training and the constant identification and elimination of risks present in the workplace, and

o Take appropriate measures to ensure that employees refrain from using drugs or alcohol in the work environment which could affect such employees’ work performance and thereby posing a risk to the health and safety of other employees.



UMK shall:

o Reward employees fairly based on their qualifications and performance without discrimination on the basis of age, colour, creed, disability, ethnic origin, gender, marital or family status, religion or sexual orientation. In addition all promotions and recognition will be based purely on merit.

o Provide all employees with equal opportunities to training and skills development.

o Respect the privacy of all employees and safeguard the confidentiality of employee information, and

o Not tolerate behaviour which is tantamount to any form of harassment in the workplace and shall foster work environments that are free from harassment, intimidation and hostility of any kind.



UMK acknowledges that its activities potentially have an adverse effect on the environment. To manage its obligations,

UMK undertakes to:

o Understand the environmental impact of our activities and treat it as an integral factor in all decisions;

o Make the principles of sustainable development a fundamental part of UMK’s business strategies and day-to-day operations;

o Implement and maintain comprehensive environmental policies so that our actions are carried out in an environmentally responsible way;

o Be transparent about and accountable for our environmental performance;

o Refrain from doing business with third parties who do not conduct their business in an environmentally responsible manner; and

o Require all our business partners to have appropriate systems to safely handle hazardous materials.



Conflicts of interest are situations where employees may make decisions based on personal gain rather than in the best interest of UMK. Further, even though an employee may not allow personal interests to influence his/her decision–making, the appearance of conflict will jeopardize the trust of UMK’s shareholders should they perceive that decisions are made not solely with UMK’s best interest in mind. Our company policies governing the conflict of interest are set forth in the guidelines and procedures and are to be followed by all employees in their dealings with fellow employees, suppliers, customers and competitors, and any persons or business concerns which are affected by any of the operations or activities of UMK.

All employees are expected to complete a declaration of conflict of interest forms annually or as and when circumstances changes. The completed declaration of business interest forms are to be authorised by the CEO.

5.1. Outside business interests

UMK employees shall not:

o Operate in any capacity, serve as directors or work as employees or consultants for any competitor or any current UMK business partner without written approval by the CEO;

o Use the resources of UMK to run private businesses or to conduct work for another organisation;

o Confer any benefits, monetary or otherwise on a business partner or competitor of UMK in which such employee or a family member in his or her personal capacity holds a beneficial interest;

o Either personally, or his/her family or personal associates, directly or indirectly’ benefit from opportunities that may arise through the use of UMK’s intellectual property, information or position; and

o Be allowed to have an interest, either directly or indirectly, in any outside business unless such interest is disclosed in full by the line manager.


5.2. Gifts and presentations

o It is the general policy of UMK that personal gifts are discouraged. The only gifts allowable without prior approval are promotional material and edible or drinkable gifts with a cumulative value of less than R2000. All other gifts are subject to formal approval by the departmental manager, which will only be granted in exceptional cases. All gifts accepted, either with or without approval, have to be declared in the designated gift register within 24 hours of receipt;

o Any invitations received from a UMK Business Partner to attend any function, performance or sports event fall in the category of requiring prior approval by the departmental manager;

o As a general rule, employees should reject offers of sponsored travel and accommodation. If there is a valid business purpose to attend an event or function, UMK will pay for any travel and/or accommodation costs; and

o Any gifts presented to the company will be handled by the CEO.


5.3. Involvement with suppliers, customers, etc.

Employees and/or any members of their immediate families should refrain from being associated with suppliers, contractors, customers, competitors, joint ventures, partners, service providers or other entities involved in business dealings with UMK. Examples of inappropriate involvement include:

o The acquisition of an interest, regardless whether trivial or substantial, in a business entity that deals with UMK;

o Holding a partnership interest or having a profit–sharing or incentive arrangement, creditor/debtor relationship or similar economic involvement with any business entity that deals with UMK;

o Serving in any capacity in a business entity that deals with UMK, or Acceptance of a loan, advance or other non-monetary benefits from a supplier, contractor, customer or other business entity but excluding customary loans or advances from banks or other lending institutions; and

o Any possible association or potential conflict of interest should be reported to the Departmental Manager (or CEO in the case of Departmental Managers) without hesitation. Permission to continue with such an association might not be granted.


5.4. Use of confidential or proprietary information.

Employees and/or members of their immediate families should avoid activities which involve the use or misuse and/or the disclosure of confidential information or proprietary information of or concerning UMK or other companies gained by virtue of their employment, including more specifically the following:

o Divulging information that may give a supplier or customer of UMK an unfair advantage over his/her competition.


5.5. Personal use of company information and business opportunities

Employees and/or members of the immediate families shall not use the employee’s position with UMK for any personal gain or for the benefit of any third party, such as:

o Any personal exploitation of information to which an employee has access by reason of his or her employment with UMK; and

o Personal exploitation of any business opportunity in which UMK is or may be interested.



UMK’s books, records and accounts are to reflect accurately and fairly, in detail all transactions and acquisitions and dispositions of assets in accordance with the highest standards of integrity and generally accepted accounting principles. No employee shall make false or misleading statements to either the internal or external auditors of UMK in connection with the preparation, audit or examination of any financial statement or otherwise.

No payment made or to be made shall be approved without the adequate supporting documentation or with the intention or understanding that such payment is for the purpose other than that described in such supporting documentation.



UMK does not approve of the making of any payment in any kind (gifts, favours, etc.) to influence any act or decision relating to UMK business. No employee of UMK is to make, offer, promise, or authorize an unlawful or improper payment of any kind, whilst knowing that such payment is intended as a bribe, payoff or rebate in an attempt to coerce any individual into awarding business opportunities to UMK.

Employees are warned that such conduct could have serious consequences for the employee concerned.


UMK strongly believes in a free-market economy and embraces fair competition. Consequently, UMK avoids all actions that are anti-competitive or otherwise contrary to the laws that govern anti-competitive practices in the marketplace.


UMK respects the authority of the governments in the countries in which it conducts its business. It is therefore imperative that employees maintain an honest, transparent and ethical relationship with the government, their agencies, officials and personnel.

Employees must ensure that when providing company information to representatives of the government, that same is accurate, comprehensive and in compliance with applicable laws and regulations relating to corporate participation in public affairs.



UMK primary purpose is to deliver a return to shareholders over the long term. This implies that our business model must be sustainable and it is therefore a basic requirement that we conduct our business in a socially responsible manner. UMK is committed to continuously striving to improve the quality of life and contributing to the well-being of communities in which its employees reside.


UMK supports the protection of human life and dignity within our sphere of influence by subscribing to the principles laid down in the Universal Declaration of Human Rights.

UMK does not support child labour practices. Employment of children under the age of 15 years is prohibited (or a person who falls below the local legal minimum working age, if this is older than 15). All UMK business partners must adhere to this policy. Business partners must ensure that they do not recruit or utilize child labour, and it is their responsibility to ensure that the employee’s age is correctly established and recorded.


As representatives of UMK, all employees should be aware, when dealing with business partners that their behaviour is a reflection of UMK and are therefore expected to familiarize themselves with the norms, laws and customs of the respective countries and abide thereby.


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.