Ethics Charter

8/3/2019 Ethics Charter

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ETHICS CHARTER

TN FINANCIAL HOLDINGS LIMITED

TN FINANCIAL HOLDINGS 1 TNFH EHTICS CHARTER

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THE TN FINANCIAL HOLDINGS ETHICS CHARTER

TN Financial Holdings believes that ethical conduct requires more than compliance with the laws, rules

and regulations that govern its business. We are an organisation that values collaboration, believes in the

power of synergy, takes accountability for actions, embraces diversity, and recognises leadership as being

critical to success. We are an organisation that is deeply committed to service and pursues outstanding

performance in every activity. Underlying and supporting ethics at TN Financial Holdings is the personal

integrity of each of our employees and the highest standards in their personal and professional conduct.

Our defined values are that we will be;

frank, but humble; which means being open about our intentions and giving informed opinions

whilst respecting the value of the contribution of others

honest, but shrewd; which means being truthful in all our endeavours, honest and forthright with

one another and with our customers, communities, suppliers and shareholders but not naive in our

approach.

efficient, yet still paying attention to detail; which means delivering what we have promised but

not cutting corners to do so

consistent, but dynamic; which means being reliable and providing valid data and information but

being able to see and create opportunities

innovative, without being reckless; which means being able to understand where a change will

bring greater value but within a regulatory framework and taking well calculated business risk

original, without having to re-invent the wheel; which means finding solutions that are built on

ground already well found and

hard working, yet finding time to enjoy Gods gift of life; which means we will deliver to or

above benchmarked performance standards but will also ensure that we honour and give time and

attention to other important aspects of our lives.


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1. INTRODUCTION

While the organisation is accountable to its shareholders, and is required to comply with the law, it places

equally great importance on taking into account the interests of all its stakeholders including its

employees, customers, clients and suppliers as well as the community and environment in which it

operates.

1.1 Employees

The organisation respects the dignity and rights of all employees. It endeavours to provide clear and fair

terms of employment and a fair remuneration policy, equal opportunities for all present and potential

employees, clean, healthy and safe working conditions, and encourages employees to develop themselves

and progress in their careers.

It does not discriminate on grounds of colour, ethnic origin, gender, age, religion, political or other

opinion, disability or sexual orientation, and will not tolerate any sexual, physical or mental harassment of

employees by any party.

1.2 Customers

The organisation treats its customers with respect. It seeks to be honest and fair in its relationships with

its customers, to provide the standards of products and services that have been agreed, and to take all

reasonable steps to ensure the quality of the goods and services we provide.

1.3 Suppliers and Subcontractors

The organisation treats it suppliers and subcontractors with respect. It seeks to be honest and fair in its

relationships with suppliers and subcontractors, has a policy not to offer, pay or accept bribes or

substantial favours will pay suppliers and subcontractors in accordance with agreed terms, and

encourages them to abide by the principles of this Charter.


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1.4. Community and Environment

The organisation seeks to be a good corporate citizen respecting the laws of the country, to make the

communities in which it works better places to live and do business, to be sensitive to the loan

communitys cultural, social and economic needs, and to protect and preserve the environment where it

operates.

1.5. Shareholders and Other Suppliers of Finance

The organisation acknowledges and accepts its responsibility to those who provide its funding. Being

financially accountable to its shareholders the Organisation will communicate to them all matters that are

material to an understanding of the prospects of the organisation, and will protect shareholders funds,

manage risks and ensure that funds are used as agreed.

1.6. Management and Staff Commitment

The management of the organisation will do all in its power to conform to the letter and spirit of this

Charter, and expects employees at every level to do the same

2.PROFESSIONAL ISM

TN Financial Holdings expects all employees at every level to act in a professional manner at all times.

Employees are therefore required to:

Discharge their responsibilities with thoroughness, competency, honest, integrity, objectivity,

diligence and due care.

Examine or review sufficient relevant factual information before presenting a report on any risk

management matter.


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Respect the confidential and proprietary nature of information received in the performance of

their duties, refrain from using such information for personal gain and not knowingly permit any

other person to use such information for personal gain.

Refrain from entering into any activity that is in conflict with the interests of the organisation, and

avoid activities or the acceptance of anything of value that prejudice their ability to objectively

discharge their professional duties and responsibilities.

Report organisational and individual misconduct and unlawful or unethical practices to the

appropriate executive level within the organisation.

Strive to enhance the knowledge and skills necessary to perform their duties competently and

effectively.

Maintain high standards of ethical conduct and character in both professional and personal

activities.

Employees are expected to be aware of the content of all legislation, regulations and internal rules

governing the execution of their duties, and to act accordingly. This Charter in no way attempts to

substitute for any of these requirements, nor can it cover every eventuality, but serves to guide staff at

every level as to the approach taken by the Organisation on ethical matters particularly where these are

not covered by legislation or regulation.

Whilst the Organisation therefore expects that employees should be able to make decisions on ethical

matters based on the principles espoused by the Charter, additional guidance is provided to cover those

areas where legislation and regulation alone cannot reflect in full the Organisations commitment to the

ethical conduct of its business.

3. THE TNFH ORGANISATION ETHICS OFFICER

The appointment by the Organisation of an Ethics Officer in no way indicates that the Directors absolve

themselves of their personal commitment to ensure ethical practices in the Organisation.


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The Ethics Officer is appointed to assist the Directors by providing guidance to employees on ethical

matters, to address any concerns that may have, and to receive from them in full confidence any reports

they believe should be made regarding any lapse in ethical conduct.

4. BUSINESS COURTESIES

4.1 Background

Organisation employees must act in a fair and impartial manner at all times and must maintain, and be

seen to maintain their objectivity in all business dealings.

There is a risk that the acceptance of gifts by employees, or the giving of gifts to those with whom the

Organisation does business, could prejudice or be perceived to prejudice this impartiality and objectivity.

At the same time the Organisation recognises that the giving and receiving of minor gifts, knows as

business courtesies, is a generally accepted practice in the business community.

A business courtesy is a present, gift, gratuity, hospitality, or favour from a person, firm or organisation

with whom the Organisation maintains or may establish a business relationship and for which fair market

value is not paid by the recipient.

A business courtesy may be a tangible or intangible benefit, including, but not limited to, such items as

gifts, meals, drinks, entertainment (including tickets and passes), recreation (including club fees and

charges), door prizes, honoraria, transportation, discounts, promotional items, or use of donors time,

materials, facilities or equipment.

Because of the importance of this matter, and for the avoidance of doubt, the Organisation has established

guidelines for staff to follow, which apply to all employees and their immediate families. The guidelines

cannot however be exhaustive and employees are expected to use good business judgement and to ask

questions when in doubt.

Following these guidelines will promote professional relationships and practices and a reputation for

integrity.


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4.2. Guidelines: General

All business courtesies offered to and accepted by Organisation employees are deemed to belong to the

Organisation in the first instance and employees do not have an automatic right to keep a business

courtesy for personal use.

When offered a business courtesy, employees must determine whether it is appropriate to accept the

courtesy and use it personally by applying the following guidelines.

If it is not appropriate to accept or retain the courtesy, the employee should either politely refuse the

business courtesy at the time it is offered and explain why, or follow the guidelines for disposition in

cases where declining the business courtesy at the time it is offered might cause offence to the donor.

Wherever there is any doubt whatsoever that the decision taken is correct, the employee should consult

the Organisations Ethics Officer at the earliest opportunity.

4.3.Guidelines: Determining Whether to Accept or Retain a Business Courtesy

An employee may keep a business courtesy when acceptance of the courtesy:

Promotes successful working relationships and goodwill with persons or firms with whom the

Organisation maintains or may establish a business relationship. Such courtesies include

infrequent business meals and entertainment that are shared with the person who has offered to

pay for the meal or entertainment. However, employees should use good judgement and decline

invitations for meals and entertainment that are inappropriately lavish or excessive;

Conforms to the reasonable and ethical practices of the marketplace, such as flowers, fruit

baskets, and other modest presents, that commemorate a special occasion;


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Does not create actual conflict of interest or divided loyalty, such as placing the interests of the

person or organisation that offered the courtesy above the interests of the Organisation, including

the Organisations interest in conducting business fairly and impartially, and;

Does not create the appearance of an improper attempt to influence business decisions, such as

accepting courtesies or entertainment from a supplier whose contract is expiring in the near

future.

Novelty, advertising, or promotional items of nominal value, such as calendars, pens and mugs may

generally be retained.

Employees, who award contracts, influence the allocation of business, decide or recommend on customer

facilities, or participate in negotiation contracts must be particularly careful to avoid actions that create

the appearance of favouritism or that may adversely affect the Organisations reputation for impartiality

and fair dealing.

The prudent course is to refuse a courtesy from a supplier when the Organisation is involved in choosing

or reconfirming a supplier, considering or reviewing customer facilities, or under circumstances that

would create an impression that offering courtesies is the way to obtain business from the Organisation.

Employees should refrain from accepting courtesies that they would not feel comfortable discussing with

their manager, co-workers or a member of the electronic or print media.

4.4. Guidelines: Unacceptable Actions

Asking for a business courtesy

Accepting a business courtesy when an attempt is being made by the donor :

To offer the courtesy in exchange for, or to influence, favourable action by the Organisation; or

To motivate an employee to do anything that is prohibited by law, regulation, or Organisation or

donor policy; or


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To gain an unfair competitive advantage by improperly influencing and employees discretionary

decisions.

Using a organisation position as a means of obtaining business courtesies, such as personal

discounts (on products, services, or other items). Employees may however accept Organisation-

approved discounts or discounts available to all Organisation employees.

Employees should avoid a pattern of accepting frequent courtesies from the same persons or companies.

Accepting gifts of substantial value intended for personal use away from the office, or any gift of money

however small, either of which would be considered by the Organisation to be the acceptance of a bribe.

4.5. Guidelines: Disposition of Unacceptable Business Courtesies

Whenever an employee has accepted a courtesy that does not meet the criteria for acceptance, he/she

should use the following courses of action:

Return it to the donor with a polite explanation that Organisation policy prohibits retention of the

business courtesy;

Promptly forward the courtesy to the Organisations Ethics Officer for disposition e.g. donation

to a charitable or educational organisation).

Retain the courtesy for display or use on organisation premises with the approval of the Ethics

Officer

Retain the courtesy for personal use with the approval of the Ethics Officer when the employee

pays the organisation an amount equal to the fair value of the business courtesy.


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4.6. Guidelines: Offering Business Courtesies

The considerations applicable to the acceptance of business courtesies should be taken into account in any

decision to offer a courtesy to a customer or to any other third party.

To ensure transparency and consistency no employee may offer any business courtesy to any third party

without the agreement in advance of his/her immediate superior.

Under no circumstances whatsoever is any business courtesy to be offered to any employee of

government, a local authority, parastatal organisation or regulatory authority, beyond the provision of

reasonable refreshment at any meeting held on organisation premises.

Organisation funds associated with the offer of any business courtesy must be properly recorded on the

organisations books and records in accordance with correct accounting procedures.

4.7. Exceptions

Any exceptions to these guidelines require the written approval of a Director of the organisation or of the

Ethics Officer. Such approval can only be expected in cases of major significance such as the invitation

of a prominent person to be a guest at a public function hosted by the organisation.

5. BUSINESS COMPETITION

5.1. Market Philosophy

The organisation believes that fair economic competition is the cornerstone of a vibrant economy, of

growth in the wealth of nations, of individual freedoms, and of the welfare of consumers at every level by

making possible the just distribution of goods and services.

The organisation will accordingly compete vigorously in an ethical and legitimate manner, foster open

markets for trade and investment, and promote competitive behaviour that is socially and

environtmentally beneficial and demonstrates mutual respect among competitors.


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It will act in accordance with fair business marketing and advertising practices and will take all

reasonable steps to ensure the quality of the financial and other services it provides.

The organisation will respect both tangible and intellectual property rights and will refrain from either

seeking or participating in questionable payments, favours or other inducements to secure competitive

advantages.

5.2. Marketing and Advertising

The organisation will ensure that all advertising and promotional material is clear, fair and reasonable and

not misleading, and free of omissions of material facts. Advertising will comply with appropriate

advertising authority guidelines.

Its marketing practices will emphasize the quality, service, and competitive features of the products and

services offered by the organisation, focussed on providing accurate information so that potential

customers can make informed decisions.

5.3. Statements about Competitors

It is the organisations policy to sell its products and services on their merits, and it will not make false or

misleading statements and innuendoes about competitors, their products or their services.

Any comparisons made to competitors and their products and services will be substantiated, complete,

accurate and not misleading.

5.4. Contact with Competitors

The nature of the business activity requires an unusually high level of contact and interaction between

direct competitors and the organisation recognises that such relationships require great care.


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The organisation will not enter into agreements or arrangements with other organisations, however

informally, that in any way restrict the functioning of the competitive system, such as price fixing or

dividing customers or territories.

This does not prevent the organisation from participating actively in business shows, standards

organisations, and trade or employer associations existing for the improvement of services or the

legitimate interests of the relevant business sector as a whole.

Employees in contact with other companies are required to limit their interaction to duly authorised

matters, and may not discuss pricing policy, contract terms, costs, customer data, marketing and product

plans, market surveys and studies, any other proprietary or confidential information.

5.5. Competitor Information

The organisation may collect information on competitors from a variety of legitimate sources for strategic

purposes and to evaluate the relative merits of its own products, services, and marketing methods. This

activity is proper and necessary in a competitive system.

In no case will the organisation use illegal or unethical business means to obtain competitive information,

nor will it permit the dissemination of properly-acquired information beyond those within the

organisation who have a legitimate need to know.

6. SUPPLIERS, LESSORS AND SUBCONTRACTORS

In this section the term supplier is taken throughout to refer to actual or potential suppliers or lessors of

goods and/or services, and includes subcontractors.

6.1. Relationships

The organisation believes that its relationship with suppliers should be based on mutual respect and trust,

and that it can treat its suppliers as partners.


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In deciding among competing suppliers, the organisation will weigh the facts impartially to determine the

best supplier.

The organisations commitment to dealing fairly and honestly with suppliers, and in ensuring that they

have confidence in the integrity of its procurement process, means those employees responsible for

buying or leasing materials and services on behalf of the corporation must maintain the highest standards

of integrity and ethical behaviour, and consciously and consistently guard their objectivity.

In practice, this means that no employee will accept or solicit any benefit from a supplier or potential

supplier that might compromise, or even appear to compromise, his or her objective assessment of the

suppliers product, service, reliability and price. The section of this Charter dealing with business

courtesies is accordingly of particular relevance to relationships with suppliers.

The organisation will endeavour to foster long-term stability in its supplier relationships in return for

value, quality, competitiveness, delivery and reliability. To facilitate this, the Organisation will share

information with suppliers and integrate them into its planning processes.

The organisation will undertake its procurement on clear terms fully understood by both parties, and

where business terms are changed will grant and expect a reasonable time to be allowed before

implementation.

The organisation will maintain complete and accurate records of all its dealings with suppliers, and will

respond without delay to any complaint by a supplier.

In the event that the organisation has a complaint about the goods or services provided by any supplier it

will advise the supplier promptly of the nature of the complaint and the corrective action the organisation

expects.

The organisation encourages suppliers to abide by the principles of this Charter.


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6.2. Confidentiality

The organisation will respect and protect any confidential or proprietary information shared with it by a

supplier, and will advise suppliers that they are trusted to do likewise.

The organisation will use suppliers personal and proprietary information only in ways explicitly agreed.

Expect where a public tender process has been used, the organisation will not advise any supplier of the

detailed prices, trading terms or product specifications offered by any competing supplier, but may

indicate to the supplier in broad terms only why the organisation has chosen to make a particular purchase

from another supplier.

6.3. Reciprocal Dealing

Seeking reciprocity is contrary to organisation policy; no supplier will be given any preference by virtue

of its being a customer of the organisation.

This does not mean that a customer of the organisation cannot be a supplier or that the organisation can

never consider its other relationships with the supplier when it is evaluating the supplier. It simply means

that the decision to purchase from a supplier must be made independently from that suppliers decision to

be a customer of the organisation.

No pressure or inducement will be placed upon or offered to any supplier regarding any relationship it

may have with a competitor of the organisation.

Payment

It is the organisations policy to ensure that payments to suppliers are made in accordance with the terms

and conditions agreed, except where a supplier fails to comply with those terms and conditions.


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7. COMMUNITY AND ENVIRONMENT

7.1. Social Commitment

While the organisation seeks to be a law-abiding corporate citizen of the country, it also believes that as a

business leader its obligations to society go beyond mere compliance with the law so that it can help to

make the community at large a better place in which to live and do business.

The organisation respects human rights and democratic institutions, peace, security, diversity and social

integration, and will promote them wherever practicable.

It will collaborate with those forces in the community dedicated to raising the standards of health,

education, workplace safety and economic well-being.

The organisation will be a good corporate citizen through charitable donations, educational and cultural

contributions, and encouraging employee participation in community and civic affairs, charitable

organisations, and other community activities of their choice.

Wherever practical the organisation will employ suitably qualified local staff and purchase local goods

and services from local suppliers.

7.2. Protection and Enhancement of the Environment

The organisation will endeavour to conduct its business in a manner that protects and enhances the

physical environment, conserves the earths resources, and contributes to the wider goal of sustainable

development.

It will minimise waste, use resources efficiently, and strive for continuous improvement in the prevention

of pollution.


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The organisation will make it known that environmental impact and the sustainability of development

will play a part in investment and lending decisions at all levels, and will be considered in the choice of

suppliers of material resources.

The organisation will as far as possible operate from premises that are harmonious with the surroundings

in which they are situated

8. CUSTOMERS

8.1. Relationships

The organisation is dedicated to maintaining strong relationships with its customers based on fairness,

honesty, transparency, integrity and mutual respect.

The organisation understands that its reputation is at stake with every customer and every service offered.

The organisation is therefore committed to providing value for money financial products and high quality

service.

8.2. Political Activity by Employees

The organisation respects and supports the right of all employees to become involved in civic affairs and

to participate fully in the political process without hindrance, provided their involvement and

participation is on an individual bases, in their own time, at their own expense and away from

organisation premises.

Any employee speaking out on public issues does so as an individual, and is required to ensure that no

misrepresentation or misunderstanding arises in this regard.

9. CONFLICT OF INTEREST


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The organisation recognises that employees private lives should be very much their own, but at the same

time must demand that any actual, potential or apparent division of loyalties be avoided at all costs.

Employees are obligated to place the organisations interest in any business transaction or relationship

ahead of any personal interest or personal gain. A conflict of interest may arise if an employee engages in

any activities or advances any personal interests at the expense of the Organisations interests, and it is up

to every employee to avoid situations in where their loyalty might become divided.

The nature of the organisations activity in society makes conflict of interest a particularly sensitive issue,

and places an extremely high onus on all concerned to ensure transparency in their business and personal

relationships. It is therefore essential that employees should avoid any activity, investment or interest that

might even create the impression of a potential conflict of interest and thereby reflect unfavourably upon

the integrity or good name of the organisation or themselves.

These requirements necessarily include both an employees direct relationships and those he/she might

have or be perceived to have through a relative or close associate. Furthermore, the all pervasive nature

of ethical considerations means they cannot be circumscribed by any formal definition of the closeness of

these indirect relationships; in minor matters the concern of the Organisation and society could well be

limited to immediate families whereas in major issues more distant relationships or associations become

relevant.

It must be recognised that any serious conflict of interest constitutes outright corruption.

Conflict of interest is therefore an extremely complex and wide-ranging issue in which each individuals

situation is different. It is incumbent on every employee to evaluate their own situation on a continuous

basis and to consider all possible factors in determining where the ethical path lies.

As a guide, there are three main principles to be considered:

Personal interests of employees or their associates must not influence or appear to influence the

organisations decisions in any matter, or interfere with the employees objectivity in performing

organisation duties and responsibilities.


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Business and personal activities must be kept separate, and certain types of relationships cannot

be permitted.

In any permissible relationship where an employee stands to benefit even fortuitously from any

decision made by the organisation it is imperative that full disclosure of the relationship is made

at the outset and before any benefit actually accrues. Depending on the circumstances such

disclosure could be appropriate before any person accepts employment with the organisation, or

as a personal relationship or association changes, or as the organisation itself changes its business

relationships.

Wherever there is any room for doubt, employees or potential employees should declare the matter to the

organisation through their manager or the Ethics Officer, and can expect the organisation to give fair

consideration of the issue and discuss it fully and frankly with them as required.

Potential conflicts can however frequently be identified and resolved correctly by any employee using

good judgement and an understanding of the ethical principles involved.

In order to assist employees in understanding and identifying where and how conflicts may arise, and in

thereby making informed decisions, it is useful to provide some guidelines regarding the most common

types of conflicts. Because of the variety of situations that can arise, and because of the numerous factors

to be considered, it must be appreciated that these guidelines can in no way be considered exhaustive.

9.1. Examples of Activities by Employees Creating a Clear Conflict of Interest

Accepting any outside employment whatsoever, except where their duties for the organisation

may require them to hold an office as a representative of the organisation, or in the case of duly

approved charity or welfare work.

Assisting a competitor in any way, directly or indirectly.

Acting as an employee, officer, director, partner, consultant, representative agent, or advisor,

whether or not for any remuneration or reward, of any supplier, customer or competitor of the

Organisation, or having a financial interest in any such supplier, customer or competitor.


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Having any personal financial or other interest, direct or indirect, which might affect their

judgement in the execution of their duties for the organisation.

Participating in any activity that might lead to or give the appearance of unapproved disclosures

of the Organisations proprietary information or proprietary information owned by others who

have entrusted such information to the organisation.

Except where required by law, acting as a consultant, advisor, or expert witness in a legal

process, such as a lawsuit, administrative proceedings, mediation, arbitration, dispute resolution,

government or private investigation, rule making procedure or similar process where the interests

of the organisation or of any of its suppliers or customers may be affected.

Having any financial involvement with an employee or representative of a supplier, customer or

competitor of the organisation with whom the employee regularly comes in contact while

performing organisation business.

Dealing directly, in the execution of organisation duties, with a family member or close personal

associate employed by a supplier, customer or competitor of the organisation.

Gaining unauthorised personal enrichment in any way through access to confidential information

or otherwise through the execution of their duties for the organisation.

9.2. Examples of Activities or Situations Requiring Disclosure to the Organisation

Having a financial or other interest in any organisations, firm, partnership, business venture, or

any other form of association including charities and sporting or social clubs, where the employee

could influence decisions made by that entity, or the Organisations business decisions with

respect to the entity.

Having a relative or associate engaged in an activity or having a financial or other interest which

would constitute a conflict of interest if the employee were themselves to engage in the same

activity or have the same financial or other interest.


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9.3. Relatives and Associates

The closeness of any family relationship or other association cannot be the sole criterion for establishing

whether or not a conflict of interest for any employee arises from the relatives or associates activities or

interests.

Due regard should be paid to the nature of the relationship or association, the nature and extent of the

activities or interests, the degree of influence carried by both the employee and by the relative or

associate, and all the surrounding facts.

When any doubt may exist, employees are expected to disclose the matter to the organisation. Provided

no delay is caused, employees may in the first instance discuss the matter with their immediate superiors,

who may refer the matter to the Ethics Officer for determination as to whether formal disclosure is

required.

The Organisation does appreciate that the small size of the business sector in Zimbabwe and the close-

knit nature of its society are likely to give rise to more apparent conflicts of interest through relationships

and personal associates than would be likely in many other countries. The organisation takes this

unavoidable situation into account and in no way intends to place unreasonable restrictions on the

economic activity of any person or family nor to inhibit their rights to freedom of association.

10. TARGETED RISK AREAS

The organisation recognises that employees carrying higher levels of responsibility and influence within

its corporate structure, and those carrying out certain duties, require particular attention with regard to

potential conflicts of interest, and may define these as Targeted Risk Areas.

Targeted Risk Areas include senior executive management and job functions that have significant contact

with customers, suppliers, partners, vendors, competitors and other stakeholders. Employees working in

these areas are required to complete an annual conflict of interest questionnaire. Where employees

respond affirmatively to any question in the questionnaire, a request for conflict of interest determination

will be required.


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11. TN Financial Holdings Ethics Charter Sign off

We certify that this manual has been adopted as the official Ethics Charter for TN Holdings

Limited.

Signed: 1. R. Chidembo:

Chairman: Board Audit Committee

Date:

2. A. Eastwood: _______________________

Non-Executive Director

Date:

3. P. Matikiti:


Date:

4. C. Maswi:


Date:

5. E. Hwenga:

Chairman: Board of Directors

Date:


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Ethics Charter