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Scancom PLC MTN GH Conflict of Interest Policy Signed
Scancom PLC MTN GH Conflict of Interest Policy Signed
Company Secretariat
Business Area
MTN-G012-Ghana- V02 2022
Policy CoSec- P Version
Reference
February 2022 January 2023
Effective Date Next Review
Date
1. EXECUTIVE SUMMARY........................................................................................................ 3
2. POLICY APPROVAL ........................................................................................................... 4
3. DEFINITIONS AND ABBREVIATIONS.................................................................. 4
4. REVISION HISTORY ............................................................................................................. 6
5. INTRODUCTION ............................................................................................................................. 6
6. PURPOSE OF THISPOLICY ..................................................................................... 6
7. SCOPE AND APPLICABILITY ................................................................................. 7
8. POLICY STATEMENTS ...................................................................................................... 7
9. KEY PRINCIPLES ...................................................................................................... 7
10. DECLARATION OF INTERESTS ...................................................................................... 8
11. ASSESSMENT OF DECLARABLE INTEREST AND MANAGEMENT OF
CONFLICT OF INTEREST OTHER THAN FOR DIRECTORS ................................. 9
12. DECLARATION, ASSESSMENT OF DECLARABLE INTEREST AND
MANAGEMENT OF CONFLICT OF INTEREST FOR DIRECTORS
10
13. LEGACY MATTERS ............................................................................................................. 11
14. ROLES ANDRESPONSIBILITIES .................................................................. 12
15. REFERENCE DOCUMENTS ...........................................................................................13
MTN Ghana Conflict of Interest Policy
1. EXECUTIVE SUMMARY
This Scancom PLC (MTN Ghana) Conflict of Interest Policy is a governance policy
and has been approved by the Board of Directors. It provides for the procedures to
be observed by Applicable Persons including Directors in making disclosures
concerning Declarable Interests, and for related matters. The purpose of the Policy
is to ensure statutory and regulatory compliance as well as compliance with best
practice requirements. It is also to ensure that the actions of all Applicable Persons
are transparent.
A Director shall at the time of being considered for appointment, and annually after
being appointed, or in the event of any significant change, disclose to the Board
any outside financial, economic or other interest or Declarable Interest. Any
Director having an interest in any matter that is the subject of discussion by the
Board shall declare the nature and extent of that conflict of interest to the Board for
consideration. The policy requires the Company Secretary to keep a Conflict of
interest register to record all conflict disclosure made by Directors.
The Policy requires all Directors to comply with the provisions of section 153 of the
Securities Industry Act, 2016 (Act 929) and MTN’s Insider Trading Policy and to
refrain from any insider trading and or dealings. The Policy prohibits Directors
holding the position of director in a company licensed by the Securities and
Exchange Commission as a Broker/Dealer under section 109 of Act 929.
The Audit Committee is responsible for reviewing the adequacy and effectiveness
of MTN Ghana’s systems of internal controls, relating to Conflicts of Interest, and
the means through which declarations are managed.
3 For MTN Internal Use Only
MTN Ghana Conflict of Interest Policy
2. POLICY APPROVAL
Term/Abbreviation Definition
1. an ownership interest;
4. REVISION HISTORY
February 2022 V02 2022 The Policy has been reviewed to align with
the Securities and Exchange Commission
Corporate
Governance Code for Listed Companies (2020)
6. PURPOSE OF THISPOLICY
6.1.2. ensure compliance with the key principles and standards set
out herein;
8. POLICY STATEMENTS
8.2. All disclosures made, and the register maintained in terms of this
Policy will be treated as confidential, as the case may be, and in
accordance with this Policy.
9. KEY PRINCIPLES
The key principles below are to ensure that any perceived, potential
or actual Conflicts of Interest are identified and addressed effectively.
9.2. Applicable Persons have a duty to utilise all the time and
resources belonging to MTN Ghana for the benefit of MTN
Ghana.
12.6. All Directors shall comply with the provisions of section 153 of
the Securities Industry Act and MTN’s Insider Trading Policy
and shall refrain from any insider trading and or dealings. In
this Regard, MTN shall keep and maintain;
13.2 The Legacy Guidelines shall be read together with this Policy and any other
relevant policy.
13.4 MTN Mobile Money Agency Businesses or Immovable property on which MTN
Ghana masts and other equipment are situated, that have been properly
declared by Applicable Persons as Declarable Interests and/or are owned by
them or their close associates or family members, on or before the 1 st of
September 2020, shall be addressed/treated in accordance with the Legacy
Guidelines Schedule, depending on the particular factors, risk rating and
category defined therein.
13.5 Unless otherwise provided in the Legacy Guidelines and subject to any
express written authority required therein, Applicable Persons are
prohibited, effective 1st September 2020, from exercising any discretion,
taking a decision, performing a function, or otherwise taking any action
which involves;
13.6 For the avoidance of doubt, where there is a conflict between the Legacy
Guidelines and the MTN Ghana Conflicts of Interest Policy, in relation to
Legacy Businesses, the guidelines shall take precedence.
14.1 All Applicable persons are required to submit to the website provided
any potential, perceived or actual Conflicts of Interest. Notification
must be given to the First Line Management in a one up principle with a
copy to the Company Secretary. The onus is on every employee to
comply with this Policy. Compliance is mandatory.
14.4 The Company Secretary shall maintain and provide oversight over
the Conflicts of Interest register. The Assessment Team and the
Board, as the case may be, shall review the Conflicts of Interest
register periodically to determine whether conflicts already
identified still pose a risk to MTN or whether the mitigation
strategies in place operate effectively or whether there are any
new or potential conflicts that may have arisen since the last
review or any continuing conflicts that have not been effectively
managed as directed.
14.6 The Audit Committee is responsible for reviewing the adequacy and
effectiveness of MTN Ghana’s systems of internal controls, relating to
Conflicts of Interest, and the means through which declarations are
managed.
ANNEXURE A
A. This Policy must be submitted to the Board for approval in accordance with the
MTN Ghana Master Policy and the Policy approval matrix and the applicable
Delegation and Level of Authority.
B. Should this Policy not be approved by the Board, it will not be regarded as a valid
Policy.
C. No individual has the authority to approve this Policy. In all instances the
provisions of the MTN Ghana Master Policy, read with the Delegation and Levels
of Authority, must be considered before submitting this Policy for approval.
D. Where it has been decided that this Policy requires supplementation with a
specific set of Processes, Procedures or Standards, the following shall apply:
I declare and confirm that I have read and understood the Conflict of Interest Policy of
MTN Ghana. I hereby agree to comply with the policy.
Signature:
Name of Declarant:
ANNEXURE C.1
Pursuant to the Conflict of Interest Policy, provide a response to the question below:
Have you had any Declarable Interest from the previous year to date?
YES
NO
ANNEXURE C.2
Pursuant to clause 5.2 of the Conflict of Interest Policy, provide a response to the question
below:
From the previous year to date, have you had any personal or business interests that
have actually influenced, or have the potential to influence or may be perceived to
influence the independence and objectivity of your decision-making due to
associations from which you may derive a benefit?
YES
NO
Question Answer
ANNEXURE C.3
Pursuant to clause 9.3 of the Conflict of Interest Policy, provide a response to the
question below:
Have you from the previous year to date undertaken any Personal Financial Interests
which conflict or may conflict with your professional duties or obligations to MTN
Ghana, MTN Ghana’s business activities, and the best interests of MTN Ghana or its
Stakeholders?
YES
NO
Question Answer
ANNEXURE C.4
From the previous year to date, have you concluded any contracts or
arrangements or received or placed business on behalf of MTN Ghana for your
financial or personal gain, or for the gain of a Family Member or Close Associate?
YES
NO
Question Answer
ANNEXURE C.5
From the previous year to date, have you by virtue of your position or authority at
MTN influenced or made decisions that led to any form of financial or personal
gain for yourself, Close Associates or Family Members?
YES
NO
Question Answer
ANNEXURE C.6
Pursuant to clause 9.5.3 of the Conflict of Interest Policy, provide a response to the
question below:
From the previous year to date, have you by virtue of your position at MTN
solicited for investment by MTN Ghana in a business owned by you, your Close
Associates or Family Members?
YES
NO
Question Answer
ANNEXURE C.7
Pursuant to clause 9.5.4 of the Conflict of Interest Policy, provide a response to the
question below:
From the previous year to date, have you used or disclosed any information
obtained from MTN Ghana, which is not generally available to the public, for any
gain for yourself, your Close Associates or Family Members or for any reason
other than for business purposes authorised by MTN Ghana?
YES
NO
Question Answer
ANNEXURE C.8
Pursuant to clause 9.5.5 of the Conflict of Interest Policy, provide a response to the question
below:
From the previous year to date have you sourced or promoted any commercial
activities for a third-party for any gain for yourself, your Close Associates or
Family Members?
YES
NO
Question Answer
ANNEXURE C.9
Pursuant to clause 9.5.6 of the Conflict of Interest Policy, provide a response to the
Question below:
From the previous year to date have you, either for yourself or as the agent of another
person, solicited, coerced, interfered with, enticed, or endeavoured to entice any
Employee of MTN to become employed in any business, firm, undertaking or
company, directly or indirectly, in competition with the business carried on by MTN
Ghana?
YES
NO
Question Answer
ANNEXURE C.10
Pursuant to clause 9.5.7 of the Conflict of Interest Policy, provide a response to the
question below:
From the previous year to date, have you engaged in any conduct that may be
construed or identified as constituting a Conflict of Interest or is contrary to the
spirit of this Policy?
YES
NO
Question Answer
ANNEXURE C.11
Pursuant to clause 10.1 of the Conflict of Interest Policy, provide a response to the
question below:
From the previous year to date, have you had, or are you aware of any Declarable
Interests or any other interests that have the potential to, or actually influence
your judgement, deliberation or actions as an Applicable Person in your
professional capacity, or which might be perceived by stakeholders as such?
YES
NO
Question Answer
ANNEXURE C.12
Pursuant to clause 10.6 of the Conflict of Interest Policy, provide a response to the
question below:
Are you a director in any company which is a or dealer or broker within the
meaning of the Security Industry Act, 2016 (Act 929)?
From the previous year to date, has any Close Associate or Family member of
yours been considered for employment, contracting, procurement sponsorships,
training, development or business ventures at MTN Ghana?
YES
NO
Question Answer
ANNEXURE C.13
Pursuant to clause 10.8 of the Conflict of Interest Policy, provide a response to the
question below:
From the previous year to date have you or do you intend to enter into any
Business Relationship with Third Parties?
YES
NO
Question Answer
ANNEXURE C.14
Pursuant to clause 14.2 of the Conflict of Interest Policy, provide a response to the
question below:
From the previous year to date, have you been or are you uncertain as to whether
you are in a conflicted situation, for example - whether an offer made or to be
made to you, or whether a particular action or omission amounts to a Conflict of
Interest?
YES
NO
Question Answer
ANNEXURE C.15
Pursuant to clause 14.3 of the Conflict of Interest Policy, provide a response to the
question below:
From the previous year to date, have you become aware of any actual, perceived
or potential Conflicts of Interest arising within your department, division or in the
Company?
YES
NO
Question Answer
ANNEXURE C.16
NO
Question Answer
ANNEXURE C.17
(ADDITIONAL FORM FOR DIRECTORS)
Pursuant to the Conflict of Interest Policy provide a response to the questions below:
Are you a director in any company which is a dealer or broker within the meaning
of the Security Industry Act, 2016 (Act 929)?
YES
NO
Have you in the previous year to date traded in the shares of MTN
Ghana?
YES
NO
Do you have any family relations with any director or substantial shareholder of
MTN Ghana?
YES
NO
ANNEXURE C.18
Are there any other interests, activities, investments or involvements that you think might
be relevant for full disclosure of all actual, apparent or potential conflicts of interest
YES
NO
ANNEXURE C.19
FINAL DECLARATION
I solemnly and faithfully declare that all information given by me in respect this Conflict of
interest submission is true, complete and accurate to the best of my knowledge, and that no
other situation of real, potential or apparent conflict of interest is known to me. I undertake to
inform MTN Ghana through the Company Secretary of any change in these circumstances.
Signature:
Name of Declarant: