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WCS Code Of Business Conduct And Ethics

 

Introduction

The purpose of this Code of Business Conduct and Ethics (the “Code”) is to define the standards and values which Winning Consortium Simandou SAU (“WCS” or the “Company”) expects its personnel to follow in all of their dealings with stakeholders and activities with the Company. This Code applies to all personnel of the Company and all of its affiliates, subsidiaries and any other entity controlled by the Company (collectively, the “WCS Group”), including every director, officer and employee of the WCS Group (the “WCS Personnel”).

The Code states basic principles that should guide the affairs of the WCS Group and addresses certain specific situations, but it is not intended to be comprehensive. Directors, officers and employees are encouraged to seek guidance on specific issues, particularly with respect to potential conflicts of interest. It is the individual responsibility of each WCS Personnel to comply with the Code. Each WCS Personnel is expected to read and become familiar with the Code and may be required, from time to time, to affirm in writing his or her compliance with the Code. This Code should also be provided to and followed by consultants, agents and representatives, including advisors, engaged by the WCS Group.

WCS operates in one of the most diverse and dynamic countries in the world. We value the cultural diversity of Guinea and understand the economic and social challenges many Guinean people face. We approach these challenges in a positive manner. By aiming to become the most successful and impactful business group in the country, we can contribute to the development of Guinea by empowering people in their private and business lives.

 

Guiding Principles

WCS and its affiliates are working in Guinea, with a successful track record on delivering promises and results. We act as responsible corporate citizens:

  • We foster sustainable development in Guinea by respecting people, preserving its natural environment and biodiversity.
  • We respect the traditional customs and communities in which we operate, and want to foster social, cultural and economic dvelopment in Guinea.
  • We aim at “Construct, Develop Guinea” by bringing wealth and improved livelihoods through our operations.
  • We provide to all our stakeholders with understandable, accurate andtimely public disclosure of information;

All WCS Personnel must:

  1. act honestly and in good faith with a view to the best interests of the WCS Group;
  2. exercise due care, diligence and skill in fulfilling the functions of their position;
  3. avoid conflicts of interest between work and personal affairs;
  4. exercise the powers attached to their employment, engagement or other relationship with the Company and use the assets of the WCS Group for the purposes for which they were intended;
  5. demonstrate honesty, truthfulness, respectfulness and integrity in all business dealings and interactions with the WCS Group’s shareholders, customers, suppliers, competitors and other employees; and
  6. act in accordance with all applicable laws and regulations, adhere to the ethical standards set out in the Code and follow the Company’s policies and procedures.

Ethical business conduct as outlined above applies to each and every WCS Personnal. Moreover, ethical business conduct also applies to business partners, suppliers and contractors. Therefore, we will take that into account in our choice of business partners to ensure that the Code for Business Conduct and Ethics is respected.

In addition to the Code itself, a number of policies and guidelines are being developed. They include:

  • Discrimination and harassement
  • Confidentiality
  • Relationship with Central and Local Authorities
  • Relationship with Local Communities
  • Relationship with Contractors, Suppliers, Vendors & Competitors
  • Bribery, Corruption and Extortions
  • Gift and Entertainment
  • Conflict of Interest
  • External Communications
  • Media Relations

 

1. Discrimination and Harassment

WCS is committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. WCS Personnel are encouraged to speak with the Company’s Human Resources Officer when a coworker’s conduct makes them uncomfortable and to report harassment when it occurs.

 

2. Confidentiality

  • All WCS Personnel are required to maintain and protect the confidentiality of all information and materials entrusted to them.
  • WCS Personnel have access to sensitive and confidential corporate information. Confidential information is any information obtained or developed in the WCS Group’s business that has not been made public by the Company through designated spokespersons or publicly disclosed documents. Release of such information may be harmful to the WCS Group, other WCS Personnel, suppliers and customers, and in some cases it may be illegal. WCS Personnel must use extreme care when dealing with confidential information to ensure that such information not be released to anyone inside or outside of the WCS Group who is not authorized or legally entitled to receive it. Treatment of confidential information must be in accordance with the Company’s Disclosure, Confidentiality &  Policy.

 

3. Relationship with the Authorities

We always act within the framework of applicable laws and regulations of Guinea in which we operate:

  • We abstain from, directly or indirectly, offering, promising or giving a public official a bribe or other undue advantage in order to obtain or retain business or other improper advantage.
  • We expect public officials not to solicit or expect us to render bribe or other undue advantage.
  • We abstain from any improper action to obtain business advantage.

 

4. Relationship with Local Communities

We promote good relationships with local communities, based on the following understanding:

  • Local communities are very important to WCS and are treated accordingly:
  • We are committed to delivering economic and quality of life benefits. We seek to enhance these benefits by either avoiding or significantly minimizing, wherever practicable, any adverse impacts that our activities might have on the environment and society.
  • We believe that investing in environmentally and social sound activities in the communities in which we operate is investing in the future of WCS, our planet and people.
  • We believe in interacting and contributing to the welfare and wellbeing of the Guinean communities in which we operate through appropriate community projects, sponsored in accordance with our Guidelines.

 

5. Relationship with Our Contractors, Suppliers, Vendors & Competitors

We promote fair dealings with our contractors, suppliers or competitors:

  • We conduct our business on the basis of the principles of fairness, good faith and integrity and we expect the same from those we do business with.
  • We provide transparent and accurate information.
  • We seek a fair price from our suppliers and contractors.
  • We abstain from, directly or indirectly, demanding or accepting from an employee of a business partner or competitor a bribe or other undue advantage for them to obtain or retain business or other improper advantage.
  • We expect third parties with whom we do business not to solicit or expect us to render a bribe or other undue advantage.
  • We compete fairly and honestly and comply with all applicable competition laws and regulations.

 

6. Bribery, Corruption & Extortion

WCS conducts its business on the basis of fairness, good faith and integrity and expects the same from those it does business with. Therefore, we have a policy of zero tolerance towards bribery, corruption and extortion. They constitute improper and unlawful actions to obtain a business advantage.

Therefore:

  • Under all circumstances, employees, representatives or agents of WCS must abstain from any improper action to obtain a business advantage.
  • “Improper action” means offering or receiving a bribe, kickback, any improper payment or other advantage to or from third parties.
  • We expect those with whom WCS does business, not to directly or indirectly offer, promise or give any bribe to an WCS Personnel, representative or agent of WCS. It includes intermediaries (e.g. consultants, contractors etc.) payingbribes to government officials to the advantage of WCS.
  • We make sure that any payment made to any agent represents no more than an appropriate remuneration for legitimate services rendered and that no part of any such payment is passed on by the agent as a bribe.

 

WCS follows “Guidelines for a Partnership Against Corruption” (Partnering Against Corruption Principles for Countering Bribery) of the World Economic Forum.

 

7. Guidelines on Gift & Entertainment

In conducting business:

  • We refrain from accepting from or offering to any (prospective) business partner gifts or other direct or indirect monetary advantages that might result in a conflict of interest.
  • We offer and receive entertainment, luncheons, or dinners that are in conformity with the social and business standing of our (prospective) business partners. We do not overstep the boundaries of customary and generally accepted local hospitality standards operating at all times within this, our Code, which overrides in the event of conflict.
  • We trade carefull when dealing with gifts and entertainment involving government officials.
  • Employees receiving or giving gifts will apply the same general guidelines as for entertainment.

 

8. Conflict of Interest  

The Company expects the employees to perform their duties conscientiously, honestly and in accordance with the best interest of the Company.

  • Employees must not use their positions, or knowledge gained through their employment with the Company for private or personal advantage or in such a manner that a conflict or an appearance of conflicts arises between the Company’s interest and their personal interest.
  • A conflict could arise where an employee, a member of an employee’s family or a business with which the employee or family is associated obtains a gain, advantage or profit by virtue of the employee’s position with the Company, or knowledge gained through that position.

If employees feel that a course of action which they have pursued, are pursuing or are contemplating pursuing, may involve them in a conflict of interest situation, or a perceived conflicts of interest situation, they should immediately make all the facts known to the person to whom they report.

 

9. External Communications

The Company strives to achieve complete, accurate and timely communications with all external parties with whom it conducts business, as well as government authorities and the public. In addition, prompt internal communication is encouraged. The Company shall not comment unfavourably on the products, management or operations of competitors. A prompt, courteous and accurate response should be made to all reasonable requests for information and other client communications. Any complaints should be dealt with in accordance with internal procedures established by the Company and applicable laws.

 

10. Media Relations 

In addition to everyday communications with outside persons and organizations, the Company will, on occasion, be asked to express its views to the media on certain issues.

  • When communicating publicly on matters that involve the Company’s business, employees must not presume to speak for the Company on any matter.
  • Employees approached by the media should immediately contact the designated company spokesperson.
  • An employee, when dealing with anyone outside the Company, including public officials, must take care not to compromise the integrity or damage the reputation of any outside individual, business, or government body, or that of the Company.
  • As a general rule, no employee of the Company is permitted to speak with the media on behalf of the Company except the designated company spokesperson.

 

11. Privacy

In the regular course of business, the Company accumulates a considerable amount of information. The following principles are to be observed:

Obtaining and Safeguarding Information

Only such information as is necessary to the Company’s business should be collected, used and retained. When personal information is needed, wherever possible, it should be obtained directly from the person concerned. Only reputable and reliable sources should be used to supplement this information. Information should only be retained as long as it is required by law or for business exigencies and such information should be physically secured and protected.

 

Access to Information

Information with respect to any confidential product, business plan or transaction of the Company or personal information regarding employees, including salaries must not be disclosed by any employee unless proper authorization for such disclosure has been obtained.

 

Use of Email and Internet Services

  • Email and internet services are provided by the WCS to assist WCS Personnel in carrying out their work. Incidental and occasional personal use is permitted, but never for personal gain or any improper purpose. WCS Personnel may not access, send or download any information that could be insulting or offensive to another person, such as sexually explicit messages, cartoons, jokes, unwelcome propositions, derogatory messages based on racial or ethnic characteristics or any other messages that could reasonably be viewed as harassment.
  • Messages (including voicemail) and computer information sent, received or created by WCS Personnel are considered WCS Group property and WCS Personnel should recognize that these messages and information are not “private”. Unless prohibited by law, the WCS Group reserves the right to access and disclose those messages and information as necessary for its business purposes. WCS Personnel should use good judgment and not access, send messages or store any information that they would not want to be seen or heard by others.

 

Implementation of the Code and compliance monitoring

The Company regards any contravention of the Code Business Conduct and Ethics (the Code) as a serious matter, at the same time, any suspected or alleged contravention under investigation must be treated with utmost confidentiality. If employees believe that their own actions have or may have contravened the Code, they should either advise the Human Resources, or Compliance department of the company. If employees suspect that a contravention of the Code has been committed by another employee of the Company, they should promptly and confidentially report this to the senior management of the Company.

  • By following this process, confidentiality will be maintained, and the matter will be investigated impartially.  All information will be treated confidentially and there will be no reprisal on those who blow the whistle on any illegal or unethical behaviour.
  • Advice and guidance on how matters of concern may be pursued can be obtained from the Human Resources or Compliance department.
  • As contravention of the Code is a serious matter, it may result in disciplinary action, including the termination of employment. Certain breaches of the Code could also result in civil or criminal proceedings.

 

Next Steps

Additional guidelines are being developed to provide guidance to WCS personnel and WCS’s Business Partners on how to conduct themselves in the workplace, marketplace, and in the environment and communities where the Company operates. We expect our partners to abide on the following core values:

  • Honestand ethical conduct in everything we do;
  • Aworkplace where all individuals are treated with respect and dignity, free from discrimination, harassment and violence;
  • Compliancewith applicable laws, rules and regulations;
  • Avoidanceand ethical handling of conflicts of interest; and
  • Mutual respect and understanding in partnering for sustainable development.
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