Scancom PLC MTN GH Conflict of Interest Policy Signed

Scancom PLC (MTN Ghana)
Conflict of Interest Policy
Company Secretariat
Business Area
MTN-G012-Ghana- V02 2022
Policy CoSec- P Version
Reference
February 2022 January 2023
Effective Date Next Review
Date
Pala Asiedu Ofori

Policy Owner Signature
CEO on Selorm Adadevoh

Signature
behalf of
EXCO
Contents
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.
MTN Ghana’s reputation is based on integrity and trust in its business

relationships, and the delivery of products and services to its customers. In
safeguarding these values, MTN endeavours to uphold the highest ethical
standards and ensure compliance with relevant legislation and regulatory
guidelines in carrying out its business activities and fulfilling its obligations to
stakeholders.
Declaration is required to provide information to MTN Ghana and Stakeholders

with the relevant interests of an Applicable Person in ensuring proper governance,
accountability and transparency. Each Applicable Person has the responsibility to
submit a Declaration via the Conflict of Interest policy submission link published by
the Company Secretary or via such process as may be communicated by the
Company Secretary from time to time, for the declaration of interests.
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 assessment of whether a Declarable Interest constitutes a Conflict of Interest

entails a consideration of the impact of the interest declared on MTN Ghana’s
business in general, reputation, risk of financial loss, risk of criminal or civil
lawsuits and the potential breach of this Policy and MTN Ghana’s ethical standards.
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.
Persons with Legacy Businesses are potentially in a position of conflict of interest

because of the actual or likely conflict between their professional duties as
employees, and their private interests.
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
2. POLICY APPROVAL
This Scancom PLC (MTN Ghana) Conflict of Interest Policy is a

governance policy of as defined in the MTN Ghana Master Policy. Thus,
the Policy approval process, as set out in Annexure A herein applies.
3. DEFINITIONS AND ABBREVIATIONS
Term/Abbreviation Definition
Applicable All Directors, Employees of MTN Ghana, third party

Person contractors and direct contractors. Applicable
Persons shall refer to any or all of the persons listed
in this provision, as the context may so
admit or require.
Assessment The Assessment team refers to the MTN Ghana

Team Risk & Compliance team in coordination with the
Company Secretary, or the Board where
necessary, who will
assess a declared Declarable Interest to
determine whether or not a conflict exists.
Board /Directors The Board of Directors of Scancom PLC

Business An association between individuals or companies
Relationshi entered for
p commercial purposes.
CEO Chief Executive Officer
Close Associate A close personal or Business Relationship with a friend,

colleague, ex-colleague or connection.
Conflict/s A perceived, potential or actual situation in which a

of Interest direct or indirect conflict between the
professional duties and private interests of an
Applicable Person may result in personal bias,
obligations or loyalties which unduly influence the
objective exercise of that person’s duties or
impairs the reputation of his/her business area
in
relation to MTN’s stakeholders and or any interest of
MTN.
Declaration A formal acknowledgement made by an Applicable

Person in respect of any Declarable Interests, including
those of his/her Family Members, which are to be
recorded in a central
Repository (Register) that is managed by the
Company Secretary
Declarabl An External Financial or Economic Interest, Ownership

e Interest or Personal Financial or Economic Interest held by an
Applicable Person, including the following:
1. directorship or officer of any company or other

business entity;
2. dominant shareholding in any company or

other business entity;
3. trusteeship or officer of a trust;
4. participation in professional bodies, fora, or

activities where MTN’s time and resources are
being utilized;
5. other business partnerships; or
6. any other business held by or involving the

Applicable Person’s Family Member(s) where
MTN Ghana is directly or indirectly dealing with
such entity or business or
7. any other interest which may be perceived or has

the
potential to or actually influences the
Applicable Person’s duties or obligations
towards MTN Ghana.
EXCOM Executive Committee of Scancom PLC.
External Any monetary interests gained like salary or other

Financial payments for services or equity interests like
or shares, intellectual property rights and the like.
Economic
Interests
Family Member A parent, spouse, child, immediate in-laws, siblings,

nieces and nephews.
Legacy MTN Mobile Money Agency Businesses or

Busines Immovable property on which MTN Ghana masts
s and other equipment are situated, and that have
been properly declared by Applicable Persons as
Declarable Interests and are owned by Applicable
Persons, close associates or family members, on
or before the 1st of September
2020.
Ownership Claim, right or share of profits and losses of any

monetary interest, stocks, stock options, intellectual
property rights and the like.
Personal A direct material interest of an Applicable Person

Financial or (cash, cash equivalent, voucher, gift, service,
Economic advantage, benefit, discount, travel, hospitality,
Interest accommodation, sponsorship, other incentive, or
valuable consideration, other than:
1. an ownership interest;
2. any interest held by a person in a unit trust or

collective investment scheme;
3. training, that is not exclusively available to a

selected group of providers or
representatives, excluding travel and
accommodation associated with that
training;
4. products and legal matters relating to those

products;
5. general financial and industry information; or
6. specialized technical systems of a Third Party

necessary for the rendering of a service.
4. REVISION HISTORY
Date Version Modification/ comments
June 2020 V01 2020 Adoption of Group Conflict of interest

Policy in accordance with the Master
Policy
February 2022 V02 2022 The Policy has been reviewed to align with
the Securities and Exchange Commission
Corporate
Governance Code for Listed Companies (2020)

5. INTRODUCTION
5.1. MTN Ghana’s reputation is based on integrity and trust in its

business relationships, and the delivery of products and services
to its customers. In safeguarding these values, MTN endeavours
to uphold the highest ethical standards and ensure compliance
with relevant legislation and regulatory guideline(s) in carrying
out its business activities and fulfilling its obligations to MTN
stakeholders.
5.2. The Policy arose as a safeguard against Applicable Persons

having personal or business interests that have an actual or
potential influence, and or may be perceived to influence, the
independence and objectivity of their decision making due to
associations from which they may derive a benefit.
5.3. Furthermore, the Policy does not seek to discourage Applicable

Persons from contributing to outside activities that have a
benefit to society but to provide guidance for ethical conduct in
relation to their obligations to MTN Ghana in accordance with
relevant statutory and regulatory framework, and international
best practice.
6. PURPOSE OF THISPOLICY
6.1. The purpose of this Policy is to:
6.1.1. ensure that the actions of all Applicable Persons are

transparent;
6.1.2. ensure compliance with the key principles and standards set
out herein;
6.1.3. provide Applicable Persons with guidance and

awareness on identifying, declaring and managing a
Conflict of Interest;
6.1.4. protect MTN Ghana and Applicable Persons from any

Conflict of Interests; and
6.1.5. ensure compliance with statutory, regulatory and leading

best practice requirements.
7. SCOPE AND APPLICABILITY
7.1. This Policy addresses MTN Ghana’s position on compliance with

ethical standards in respect of Conflicts of Interest.
7.2. This Policy applies to all Applicable Persons as defined above.

8. POLICY STATEMENTS
8.1. MTN Ghana recognizes that the management of Conflicts of

Interest is of high importance in promoting ethical conduct.
The Declaration of Conflicts of Interest is therefore essential
in protecting the integrity and objectivity of MTN Ghana’s
decision-making process and strengthens confidence among
stakeholders in MTN Ghana’s business activities and its
procedural and governance structures.
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.
8.3. Any non-compliance or breach will be managed by and dealt with

by the Board or management of MTN Ghana as applicable and
shall be guided by the MTN Ghana Risk Escalation and
Acceptance Policy and/or subject to MTN Ghana’s consequence
management, as documented in the MTN Master 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.
9.1. The exercise of good judgment is always required by Applicable

Persons and during all interactions with MTN Ghana’s
stakeholders. All Applicable Persons are obliged to act in the
best interests of MTN Ghana.
9.2. Applicable Persons have a duty to utilise all the time and
resources belonging to MTN Ghana for the benefit of MTN
Ghana.
9.3. An Applicable Person must avoid Personal Financial or

Economic Interests or obligations which interfere or may
interfere with his/her independent exercise of judgment or
which conflict or may conflict with his/her professional duties or
obligations to MTN Ghana, MTN Ghana’s business activities and
the best interests of MTN Ghana or its Stakeholders.
9.4. Recusal of an Applicable Person from involvement in an

affected decision-making process (e.g. procurement,
recruitment etc.) should be enforced. However, care must be
exercised to ensure that all affected parties to the decision
have knowledge of the measures taken to protect the
integrity of the decision-making process where recusal is
adopted.

9.5. It is not permissible for an Applicable Person to:
9.5.1. conclude contracts or arrangements or receive or

place business on behalf of MTN Ghana for his/her
financial, economic or personal gain;
9.5.2. use his/her position or authority to influence or make

decisions that lead to any form of financial, economic
or personal gain for him/herself, his/her Close
Associates or Family Members;
9.5.3. use his/her position to solicit investment from MTN

Ghana in a business owned by him/her or his/her Close
Associates or Family Members;
9.5.4. use or disclose any information obtained from MTN

Ghana which is not generallyavailable
tothepublicforpersonal gain for him/herself, his/her
Close Associates or Family Members or for any reason
other than for business purposes authorised by MTN
Ghana
9.5.5. source or promote any commercial activities for a third

party for financial, economic or personal gain for
him/herself, his/her Close Associates or Family
Members;
9.5.6. either for him/herself or as the agent of another person,

solicit, coerce; interfere with, entice, or endeavour 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; or
9.5.7. engage in any other conduct that may influence

objectivity and neutrality or may be construed or
identified as constituting a Conflict of Interest or is
contrary to the spirit of this Policy.
10. DECLARATION OF INTERESTS
10.1. The purpose of a Declaration is to provide information to MTN

Ghana and Stakeholders with the relevant interests of an
Applicable Person in ensuring proper governance,
accountability and transparency. Declarable Interests or any
other interests which seem uncertain to an Applicable person
but have the potential to or actually influences the
judgement, deliberation or actions of an Applicable Person in
his/her professional capacity, or which might be perceived by

stakeholders as such, must be declared. (Shareholding in

listed companies of less than one percent (1%) would usually
be excluded unless it has potential to influence judgement,
deliberation or actions).
10.2. Each Applicable Person is required to attest whether he/she has

any Declarable Interest. Where he/she has such an interest, he
or she shall act in accordance with the below specified;
10.2.1 It is the responsibility of the Applicable Person to

ensure that his or her Declaration remains current
for the duration of his/her employment and or
appointment. In furtherance of this an Applicable
Person is required to update his/her Declaration as
and when a change occurs.
10.2.2 Employees are required to complete a Declaration in

respect of any Declarable Interest, subsequent to the
commencement of employment and before the end of
the year on an annual basis within the time frame
communicated by the Company Secretary.
10.3. Each Applicable Person has the responsibility to submit a

Declaration via the Conflict of Interest policy submission link
published by the Company Secretary or via such process as
may be communicated by the Company Secretary from time
to time, for the declaration of interests. An Employee shall
subsequently send a direct notification to their direct line
manager to inform him/her about their participation in the
Declaration exercise.
10.4. For the avoidance of doubt, the submission of a Declaration

is to acknowledge that the Declaration has been submitted to
the appropriate office and shall not be construed as an
approval of any actual, perceived or potential Conflict of
Interest.
10.5. Furthermore, where there has been a change of circumstances

in relation to an accepted Conflict of Interest by the
management of MTN Ghana, such change shall be deemed a
Declarable Interest and shall be declared in accordance with
this Policy.
10.6. Where a candidate/third party is being considered for

employment, contracting, procurement sponsorships, training,
development or business ventures at MTN Ghana, an employee
who is a Close Associate or Family Member of the candidate
must make a Declaration to this effect. An assessment is to be
undertaken and, where applicable, approval shall be granted
(see Clause 9).
10.7. Without prior written approval from MTN Ghana, no Applicable

Person who is a Close Associate or Family Member of any
candidate shall be permitted to be included in the
interviewing and decision-making process of the
candidate/third party and should recuse him/herself from
such process.
10.8. Applicable Persons who intend to or are entering into a

Business Relationship with Third Parties must declare such
Declarable Interest and shall only proceed upon an assessment
by the Assessment Team of the Declaration and a written
approval by management of MTN Ghana.
11. ASSESSMENT OF DECLARABLE INTEREST AND MANAGEMENT OF

CONFLICT OF INTEREST OTHER THAN FOR DIRECTORS
11.1. It is always best to avoid a Conflict of Interest situation;

Applicable Persons must avoid being in Conflict of Interest
situations.
11.2. The assessment of a declared Declarable Interest shall be done

by the Assessment Team.
11.3. The Assessment Team shall provide directions on the

management of a Conflict of Interest upon assessment, and the
management of MTN Ghana shall be responsible for
implementing the directions of the Assessment Team and
provide progress feedback to the Assessment Team.
11.4. The assessment of whether a Declarable Interest constitutes

a Conflict of Interest entails a consideration of the impact of
the interest declared on MTN Ghana’s business in general,
reputation, the risk of financial loss, the risk of criminal or
civil lawsuits and the potential breach of this Policy and MTN
Ghana’s ethical standards.
12. DECLARATION, ASSESSMENT OF DECLARABLE INTEREST AND

MANAGEMENT OF CONFLICT OF INTEREST FOR DIRECTORS
12.1. All persons, nominated, and or being considered for

appointment as Director(s) of MTN Ghana must declare any and
all Declarable Interest, which declaration shall be considered by
the Board before an appointment is made.
12.2. In addition to the disclosure in clause 10.1, a person nominated as a

Director of MTN shall disclose any family relationship with a Director,
majority or substantial shareholder of MTN or any of its principal
subsidiaries.

12.3. The Board shall at a meeting convened for that purpose,

consider the declarations made by the proposed candidate for
appointment to the Board, and make a determination that the
declarations will not influence the proposed Director in the
performance his/her duties and decision making before the
appointment is made.
12.4. The Company Secretary shall at the commencement of each

year obtain from the Directors of the Company, a declaration of
Directors’ Interests duly signed by the Director and setting out
the director’s designation and extent of interest either through
the Conflict of Interest policy submission link for Directors
published by the Company Secretary or via such process as
may be communicated by the Company Secretary from time to
time.
12.5. A Director shall immediately declare, any significant changes in

any Declarable Interest as soon as it arises.
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;
12.6.1. A Register of Insiders which Register shall include the Directors.
12.6.2. A Director shall promptly, and without fail, notify the

Company of any trading in the shares of the Company
notwithstanding the number of shares involved.
12.7. No Director shall hold the position of director in a company

licensed by the Securities and Exchange Commission as a
Broker/Dealer under section 109 of the Securities Industry Act.
12.8. Where a Director has a Declarable Interest relating to the

business or agenda item of a meeting, that Director shall
disclose such interest at the meeting and before the
consideration of the related business or agenda item.
12.9. The Chairperson of the meeting shall in consultation with

Directors present determine whether the declared Declarable
Interest puts the Director involved in a Conflict of Interest
position, and if so found that Director shall recuse himself
from the discussion or decision-making process of that
business or agenda item and the same shall be noted in the
minutes of the meeting. Where a Director is found not to be in
conflict, he or she shall carry out his or her normal duties as
Director.

12.10. In considering whether the declared Declarable Interest puts

a Director in a Conflict of Interest Position, the Board shall
have regard to the following;
12.10.1. The nature and extent of the declared Declarable

Interest; and
12.10.2. Whether a reasonable person would on the basis of

the declared Declarable interest conclude that the
Director would be influenced when considering
matter(s) before the Board.
12.11. In the event that a Conflict of Interest situation is made out,

the Board may require the Director involved;
12.11.1. To withdraw from discussions on the matter;
12.11.2. Not to receive any papers or other information on

the matter; and
12.11.3. In the case of a severe Conflict of Interest situation,

require the Director to resign from the Board.
12.12. This Policy applies to Directors except where excluded or

particularly provided for.
12.13. Executive Directors shall be required to comply with paragraphs

10.3 and 12.3 herein.
13. LEGACY MATTERS
13.1 Persons with Legacy Businesses, as defined above, are potentially in a

position of conflict of interest because of the actual or likely conflict
between their professional duties as employees, and their private interests.
13.2 The Legacy Guidelines shall be read together with this Policy and any other
relevant policy.
13.3 All matters concerning the management of conflicts of interest concerning

Legacy Businesses shall be recorded in the Conflicts of Interest Register.
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;
13.5.1 dealing with or taking up MML agency business,
13.5.2 entering into site leases with the Company.
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. ROLES AND RESPONSIBILITIES
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.
14.2 Should any individual be uncertain as to whether they are in a conflicted

situation, for example- whether the offer they wish to make or the offer
which has been made to him/her, or whether a particular action or omission
amounts to a Conflict of Interest, such employee shall follow the procedure
as set out in A above and shall make the declaration for assessment.
14.3 Management in each Division in conjunction with their teams, must,

on an ongoing basis, provide oversight and identify any actual,
perceived or potential Conflicts of Interest which may arise within his
or her area. These must be reported in accordance with this Policy.
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.
14.5 The Risk and Compliance Division is to disseminate a report to the

Audit Committee on all interests of Applicable Persons that have been
recorded as Conflicts of Interest. The report is to include
recommendations regarding any measures to be implemented in
respect of the management of such Conflicts of Interest.

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.
14.7 The Company Secretary must on an on-going basis provide oversight

and identify any actual, perceived or potential conflict of interest
which may arise.

15. REFERENCE DOCUMENTS
Document Name Publication Date Published By
MTN Ghana Anti-Bribery October, 2021 Internal Audit &

and Corruption Policy Forensic
Services
MTN Ghana Code of Conduct January, 2014 Risk and Compliance

and Ethics
MTN Ghana Master Policy November, Risk and Compliance

2018
MTN Ghana Gifts, Hospitality
and Entertainment Policy April, 2019
Risk and Compliance
Internal Audit &
MTN Ghana Whistleblowing Policy February 2022 Forensic
Services
MTN Ghana Privacy Policy February, 2021 Risk and Compliance
Risk Escalation and Acceptance Septembe Risk and Compliance

Policy r, 2021
Conflict of Interest Legacy February 2022 Company Secretariat

Guidelines

ANNEXURE A
POLICY APPROVAL PROCESS
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:
• Standards must be approved at the same forum as that of the Policy, as a

standard is a mandatory document; and
• Processes, Procedures, Guidelines and Manuals documents do not need to

follow the same approval Process as the Policy but may be approved by the
executive responsible for the Business Area. In addition, any immaterial
amendments to Policies can be approved by the head of the Business Area.

ANNEXURE B
GENERAL DECLARATION AFTER READING THE CONFLICT OF INTEREST POLICY
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.
Declared at (state place of declaration) this day of

,
(month and year).
Signature:
Name of Declarant:

ANNEXURE C
DISCLOSURE OF DECLARABLE INTERESTS
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
If YES complete the table below:

Question Answer
What Declarable Interest can you attest to:
1. directorship or officer of any company or

other business entity;
2. dominant shareholding in any company

or other business entity;
3. trusteeship or officer of a trust;
4. participation in professional bodies,

forums, or activities where MTN’s time
and resources are being utilised;
5. other business partnerships; or
6. any other business held by or involving

the Applicable Person’s Family Member(s)
where MTN Ghana is directly or indirectly
dealing with such entity or business or
7. any other interest which may be

perceived or has the potential to or
actually influences the Applicable
Person’s duties or obligations
towards MTN Ghana.
Name of entity or venture in which employee

has the Declarable Interest
Provide any additional information which will

be relevant to the Assessment Team in its
decision

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
If YES, complete the table below:
Question Answer
Describe the nature of the personal or

business interest.
State the corporate or business name

of such business interest, if applicable.
Specify which decisions have been

affected by this conflict of interest.
Describe how the personal or business

interests have actually influenced,
potentially influenced or may have
been perceived to influence your
decision-
making independence and objectivity.
Provide any additional information

which will be relevant to the
Assessment Team in
its decision.

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
Describe the nature of such Personal

Financial Interests.
State the value of the Personal Financial

Interest.
Specify which of your professional duties or

obligations have been affected by the
conflict.
State which of MTN Ghana’s business

activities, and best interests were affected
by the conflict.
Describe the way such Personal Financial

Interests 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.
Provide any additional information which

will be relevant to the Assessment Team in
its decision.

ANNEXURE C.4
Pursuant to clause 9.5.1 of the Conflict of Interest Policy, provide a

response to the question below:
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
Describe the nature of the contracts or

arrangements, also indicating where
such contracts were placed or were
received by
MTN Ghana.
State the value and the nature of the

financial or personal gain received
from contracts or arrangements.
State the corporate or business names

of
the other parties involved in the
contracts or arrangements.

which
will be relevant to the Assessment
Team in its decision.

ANNEXURE C.5
Pursuant to clause 9.5.2 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 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
Describe the nature of the influence of

the decision.
Describe the nature of financial or

personal gain received by you as a
result of using
your position or authority to influence
in MTN.
Describe the nature of financial or

personal gain received by the Close
Associate or Family Member as a
result of using your
position or authority to influence in
MTN.
State the name of the person or entity

from whom the financial or personal
gain was received.
Describe how you used your position

or authority to influence and make
decisions for the personal or business
gain yourself,
Close Associates or Family Members.

which

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
State the value of the solicited

investment.
State the name of business owned by

you, which solicited the investment.
Describe the nature of the soliciting

business owned by you your Close
Associates or Family Members.

Assessment Team in
its decision.

ANNEXURE C.7
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
Describe the information that was used

or disclosed without proper
authorisation.
State the value or describe nature of

personal gain or your Close Associates
or Family Members for yourself from
using or
disclosing this information.
Describe how the information was used

or disclosed.

which

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
Describe the nature of the commercial

activities involved.
State the value of the sourced or

promoted commercial activities.
State the corporate or business names

of the third-parties involved in the
commercial activities.
Describe the details of financial or

personal gain for yourself or Close
Associates or Family Members from
the commercial
activities.

Assessment Team in its decision.

ANNEXURE C.9
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
Provide the name(s) of employee(s)

whom you solicited, coerced, interfered
with, enticed, or endeavoured to entice
into
competitive business.
State the name of the business, firm,

undertaking or company that was,
directly
or indirectly, in competition with MTN.


ANNEXURE C.10
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
Provide details of such conduct which

may be considered a Conflict of Interest
or is
contrary to the spirit of this Policy?
Explain your motivation for pursing

such conduct.

Assessment Team in
its decision.

ANNEXURE C.11
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
Describe the nature of the Declarable

Interest.
Explain how these Declarable Interests

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?


ANNEXURE C.12
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
Were you part of the decision making

process?
Did you recuse yourself?
Was the Close Associate or Family

member successful in securing
employment, contracting, procurement
sponsorships,
training, development or business
ventures with MTN Ghana?

Assessment Team in
its decision.

ANNEXURE C.13
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
Describe the nature and details of such

business relationship.
Provide the names of the Third Parties

with
whom you intend to enter such
business relationships.

which
Team in its decision making.

ANNEXURE C.14
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
Describe the nature and details of the

situation.

which
Team in its decision making.

ANNEXURE C.15
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
State the name(s) of the employee(s)

involved.
Describe the nature and all relevant

details of such Conflict of Interest.

Assessment Team in its decision
making.

ANNEXURE C.16
Pursuant to the Conflict of Interest Policy provide a response to the question

below:
Do you or a family member or close associate own and/or operate a mobile

Do you or
money a family
Agent member or close associate own and/or operate a mobile money
Business.
Agent Business.
YES
NO
Question Answer
How many Mobile Money Agent

Business do you operate?
How many Mobile Money Agent

Business do your Family
Members or Close
Associates operate
Have you used your position or

confidential corporate information to
achieve a financial benefit for yourself
whiles operating the
Mobile Money Agent Business
Have you used your position or

confidential corporate information to
achieve a financial benefit for your
Family Members or Close Associates
whiles they operate the Mobile
Money Agent Business

Assessment Team in its decision
making.

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
State the name of the said dealer or

dealer company.
State when you were appointed as a

Director in the said dealer or dealer
company.
Have you in the previous year to date traded in the shares of MTN
Ghana?
YES
NO
State the nature of the trading.
State the number of shares traded.
State the name of the buyer or seller

involved in the said trading.
State the date of the said trading.

Do you have any family relations with any director or substantial shareholder of
MTN Ghana?
YES
NO
State the name of the director or

substantial shareholder.
State the nature of the relationship.
Nature of Interest Particulars

ANNEXURE C.18
OTHER CONFLICT OF INTEREST
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
If YES provide details in the table below:

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.
Declared at (state place of declaration) this day of
, (month and year).
Signature:
Name of Declarant:

Scancom PLC MTN GH Conflict of Interest Policy Signed

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Scancom PLC (MTN Ghana)

Conflict of Interest Policy

Pala Asiedu Ofori

CEO on Selorm Adadevoh

MTN Ghana’s reputation is based on integrity and trust in its business

Declaration is required to provide information to MTN Ghana and Stakeholders

The assessment of whether a Declarable Interest constitutes a Conflict of Interest

Persons with Legacy Businesses are potentially in a position of conflict of interest

This Scancom PLC (MTN Ghana) Conflict of Interest Policy is a

3. DEFINITIONS AND ABBREVIATIONS

Applicable All Directors, Employees of MTN Ghana, third party

Assessment The Assessment team refers to the MTN Ghana

Board /Directors The Board of Directors of Scancom PLC

CEO Chief Executive Officer

Close Associate A close personal or Business Relationship with a friend,

Conflict/s A perceived, potential or actual situation in which a

Declaration A formal acknowledgement made by an Applicable

Declarabl An External Financial or Economic Interest, Ownership

1. directorship or officer of any company or other

2. dominant shareholding in any company or

3. trusteeship or officer of a trust;

4. participation in professional bodies, fora, or

5. other business partnerships; or

6. any other business held by or involving the

7. any other interest which may be perceived or has

EXCOM Executive Committee of Scancom PLC.

External Any monetary interests gained like salary or other

Family Member A parent, spouse, child, immediate in-laws, siblings,

Legacy MTN Mobile Money Agency Businesses or

Ownership Claim, right or share of profits and losses of any

Personal A direct material interest of an Applicable Person

2. any interest held by a person in a unit trust or

3. training, that is not exclusively available to a

4. products and legal matters relating to those

5. general financial and industry information; or

6. specialized technical systems of a Third Party

Date Version Modification/ comments

June 2020 V01 2020 Adoption of Group Conflict of interest

6 For MTN Internal Use Only

5.1. MTN Ghana’s reputation is based on integrity and trust in its

5.2. The Policy arose as a safeguard against Applicable Persons

5.3. Furthermore, the Policy does not seek to discourage Applicable

6.1. The purpose of this Policy is to:

6.1.1. ensure that the actions of all Applicable Persons are

6.1.3. provide Applicable Persons with guidance and

6.1.4. protect MTN Ghana and Applicable Persons from any

6.1.5. ensure compliance with statutory, regulatory and leading

7. SCOPE AND APPLICABILITY

7.1. This Policy addresses MTN Ghana’s position on compliance with

7.2. This Policy applies to all Applicable Persons as defined above.

7 For MTN Internal Use Only

8.1. MTN Ghana recognizes that the management of Conflicts of

8.3. Any non-compliance or breach will be managed by and dealt with

9.1. The exercise of good judgment is always required by Applicable

9.3. An Applicable Person must avoid Personal Financial or

9.4. Recusal of an Applicable Person from involvement in an

8 For MTN Internal Use Only

9.5. It is not permissible for an Applicable Person to:

9.5.1. conclude contracts or arrangements or receive or

9.5.2. use his/her position or authority to influence or make

9.5.3. use his/her position to solicit investment from MTN

9.5.4. use or disclose any information obtained from MTN