Download Directors` Code of Conduct

CROOKES BROTHERS LIMITED
DIRECTORS CODE OF CONDUCT
1. ORGANISATIONAL VALUES
A Director of the company abides by the fundamental values that underpin all activities of the company. These
are:

Accountability
All the company’s activities will be able to stand the test of scrutiny by its shareholders, public media and
other stakeholders.

Integrity and honesty
These will be hallmarks in dealing with fellow director’s, shareholders and employees as well as
individuals and institutions outside it.

Transparency
The company maintains an atmosphere of openness and transparency to promote the confidence of
shareholders, employees, lenders, regulatory bodies, public, media and other stakeholders.
2. ADDITIONAL UNDERTAKINGS
A director of the company will conform to and agrees to abide by the following, principles, policies and practices:
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Law, mission, policies, and charters

Abide by and comply with the Companies Act and any other applicable legislation and regulations in
all respects in the role as a director.

Support the company’s mission and consider his /her self its guardian.

Abide and comply with the company’s policies at all times.

Uphold the charters of the Board of Directors (the board) and other sub committees.
Confidentially

Maintain the confidentiality of the company’s business, intellectual property, processes, records and
agreements.

Maintain appropriate and reasonable security processes at the director’s home or other places of
business to ensure the safety and security of paper or electronic documents and records of the
company that the director may have in her /his possession.
Conflict of interest
 Always strive to act in the best interests of the company.
 Declare any conflict of interest or potential conflict of interest, or any circumstances that are likely or
might be viewed by others as a conflict of interest at any time, as soon as it arises.
 Submit to the scrutiny and judgement of the board and do as it directs regarding any actual or
potential conflict of interest.
 Consult with the Chairman of the company before accepting any appointment, whether it be in the
nature of an executive, non-executive or consultancy position, which could in any way be seen to be
in conflict which the position as a director of the company or which could jeopardise the company’s
current business or activities, and agree to abide by the Chairman’s decision in this regard.

Disclosures of personal interests
 Immediately notify the company’s secretary in writing of any additional appointment to any
organisation, or resignation from any appointment, to enable the secretary to promptly update my
personal particulars in the registers of directors’ and directors’ interests.
 Promptly complete and return to the company’s secretary all requests for updating or confirming my
personal information contained in the company’s records.
 Immediately notify both the company’s secretary and chief financial officer of any purchases, sales or
other changes to shareholdings in the company which the director may have a direct or indirect
interest therein.

Dealing in direct or indirect shareholdings in the company
 Acknowledge that the company’s shares are listed on the Johannesburg Stock Exchange and that
consequently the director is precluded from dealing directly or indirectly in the company’s shares
during any closed period.
 Consult with the Chairman of the company before offering for sale or disposing of any share in the
company that is owned directly or indirectly by the director.
 Comply with any rule of the Johannesburg Stock Exchange regarding the purchase, sale, restriction
or prohibition of sale of any shares in the company that is to be acquired or that is owned directly or
indirectly by the director and will promptly make all the required disclosures in regard to any changes
in the effected shareholding.

Person to person
 Not break the law or act in disregard of organisational policies of the company in relationship or in
conjunction with shareholders, fellow directors, employees, service providers, or anyone the director
come into contact with in the role as a director of the company.
 Strive to establish respectful, collegial and courteous relationships with all the director comes into
contact with in her /his role as a director of the company.

Protecting the company’s reputation
 Not speak as a director of the company to the media or in a public forum without the prior consent of
the board or as specifically authorised in a committee charter.
 Where it has not been feasible to obtain the board’s prior consent, and where it was in the interests of
the company to make any public statement, the director will inform both the Chairman of the board
and the CEO immediately after having spoken as a director of the company to the media or in a public
forum.
 When speaking as a director of the company, the director’s comments will reflect current company
policy even when these do not agree with the director’s personal views.
 Respect the company, board and individual director’s and or employee’s confidentiality.

Personal gain
 Other than the director’s fees approved by shareholders, re-imbursement expenditure and other
remuneration payable for other services approved by the board, not personally gain, whether directly
or indirectly, materially or financially from the role as director of the company, nor permit others to do
so as a result of wrongful actions or negligence.
 Document expenses and seek re-imbursement according to approved procedures and policies of the
company.
 Not accept gifts or hospitality in excess of approved limits or policies without the prior approval of the
board and to disclose the receipt of all gifts and hospitality in excess of the disclosable limits.
 Use organisational resources responsibly, when authorised, in accordance with company policy.

In the boardroom
 Strive to embody the principles of leadership in all actions and live up to the trust placed in the
director by the company and its shareholders.
 Abide by board governance procedures and practices.
 Strive to attend all board meetings and to tender apologies and reasons for absence ahead of time if
unable to attend.
 Study the agenda, board packs and other information sent to directors in good time prior to the
meeting and to be prepared to debate and vote on agenda items during the meeting.
 Request additional information deemed necessary for consideration at the meeting from the meeting
co-ordinator or secretary well before the meeting to enable this information to be circulated to all likely
attendees and thus aid meeting effectiveness.
 Engage in debate and voting in meetings according to procedure, maintaining a respectful attitude
toward the opinions of others while making her /his opinions heard.
 Honour the role of the Chairman of the meeting and respect his or her role as meeting leader.
 Accept the majority Board vote on an issue as decisive and final.
 Maintain confidentiality about what goes on in the boardroom unless authorised by the board to speak
of it.
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Enhancing governance
 Participate in induction, training and development activities of directors.
 Continually seek ways to improve board governance practices.
 Support the CEO in his /her executive role and, with fellow directors, seek development opportunities
for him /her and the company.
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Role of management
 Acknowledge that the role of the CEO and executives is to manage and direct the company’s
business and to implement the strategy, policy and decisions of the board.
 Undertake not to interfere or attempt to direct the activities of individual employees and if necessary
any requests for additional information required will be made through the company’s secretary or
executive directors.

Subsidiaries, associates and joint ventures
 Confirm that this Code of Conduct will apply to the director’s relationships with the business and
activities of all subsidiaries, associates or joint ventures of the company.
 Confirm that the director will always act in the best interests of the company should she /he be
appointed, as a representative or nominee of the company, to the board of any subsidiary, associate
or joint venture of the company.

Resignation
 Should the director wish to resign from the board or not seek re-election at the next annual general
meeting, to inform the Chairman in advance, stating the reason for my proposed action.
3. BREACH OF THE CODE
Individual director’s understand and acknowledge that substantial breach of any part of this Code of Conduct
may result in removal as a director of the company.
February 2012