Code of Ethics

Introduction

This code of ethics brings together the corporate practices applied by KCM in the conduct of business. It also provides a code of conduct for contractors engaged in KCM business as well as giving a clear guide to the behavior of employees and contractors.

Scope

This policy is applicable to all KCM employees and contractors.

Responsibilities

It is the responsibility of all employees and contractors to ensure that they comply with this code and develop
strong personal integrity and fair play, to uphold the principles of this policy at all times.

Policy
Code of Ethics for Employees
General

KCM is committed to a policy of fair dealing and integrity in the conduct of its business. This commitment, which is actively endorsed by the KCM Board of Directors, is based on a fundamental belief that business should be conducted honestly, fairly and legally. The Company expects all employees to share its commitment to high moral, ethical and legal standards.

Understanding the Code

This policy outlines the Company‘s Code of Ethics, which applies equally to all employees and other representatives of the Company. This code is designed to inform all employees of the Company policies in various areas. Understand the code carefully so that you understand the Company’s expectations and your obligations.

Compliance with the Code by all employees and certain other representatives is mandatory. If employees become aware of, or suspect a contravention of the Code, the matter should be reported to a senior official of the company.

If employees are in doubt about the application of the Code, they should discuss the matter with the person to whom they report or a person at management level who will answer the query or direct them further to Human Capital Management (HCM) or Legal Department.

Compliance with Laws and Regulations

Employees must comply with all applicable laws and regulations, which relate to their activities for and on behalf of the Company. The Company will not condone any violation of the law or unethical business dealing by any employee, including the receipt of payments or favors from suppliers, engaging in business transactions involving the Company for personal gain, and participation in illegal acts such as bribery or money laundering. Employees must ensure that their conduct cannot be interpreted as being in any way in contravention of applicable laws and regulations governing the operations of the Company.

Bribery and Corruption

Bribery is the offer, promise, giving, demanding or acceptance of an advantage as an inducement for an action which is illegal, unethical or a breach of trust.

The UK Bribery Act (“UKBA”) prohibits the company and its associated persons from offering, promising or giving any financial or other advantage to bring about the improper performance by another person of a relevant function or activity, to influence a foreign public official in performance of his or her official functions with an intention to obtain or retain business or an advantage in the conduct of business. Further, receipt of bribe is also covered by the act and is an offence under it. Stated more concisely the UKBA prohibits payment and receipt of bribes directly or indirectly through associated person.

A “public official’ includes anyone, whether elected or appointed, who performs public functions in any branch of national, local or municipal government anywhere in the world. It includes officials holding a legislative, administrative or judicial position of any kind. It also covers a person who exercises a public function, such as professionals working for public health agencies and officers in state owned enterprises”

“Facilitation payments are small or minor payments made to secure or speed up routine legal government actions”. Facilitation payments are bribes and prohibited under the UK Bribery Act

“Associated Persons means anyone who is engaged or paid to represent any entity in the Group and includes agents, representatives, intermediaries, introducers, sponsors, consultants, contractors and advisers or anyone else who acts on behalf of the organisation whose ability to represent such entity is established or implied by the terms of their arrangement”.

Employees shall not offer or provide an undue monetary or Facilitation payments, other advantage to any person or persons, including public officials, customers or employees, any Associated Persons, in violation of laws and the officials’ legal duties in order to obtain or retain business.

Agreements with consultants, brokers, sponsors, agents or other intermediaries shall not be used to channel payments to any person or persons, including public officials, customers or employees, and thereby circumvent the Group’s policies regarding bribery and corruption.

Conflict of Interest

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

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

If employees feel that a course of action which they have pursued, are pursuing or are contemplating pursuing, may involve them in a conflict of interest situation, they should immediately make all the facts known to the person to whom they report or to the Vice President – Human Capital Management or the Company Secretary.

Identifying Potential Conflicts of Interest

A conflict of interest can occur when an employee’s private interest interferes, or appears to interfere, with the interest of the Group as a whole. You should avoid any private interest that influences your ability to act in the interest of the Group or that makes it difficult to perform your work objectively and effectively.

Identifying potential conflicts of interests may not always be clear-cut. The following situations are examples of conflicts of interest:

Outside Activities Employment and Directorship

We all share a very real responsibility to contribute to our local communities and the
Company encourages employees to participate in religious, charitable, educational and civic activities.

Employees should, however, avoid acquiring any business or participating in an activity outside the Company, which would create, or appear to create:

Employees may not take up outside employment without the prior approval of the Manager Human Capital Management.

Employees who hold, or have been invited to hold, outside directorships should take particular care to ensure compliance with all provisions of this code. Special care should be taken if employees intend to become involved in any business, which supplies goods and services to Konkola Copper Mines plc.

When outside business directorships, partnership or consultancy engagements are being considered involving supplying of goods and services to KCM, prior approval must be obtained in accordance with the Declaration of Interests Procedure (KCM-CP-04).

 

All employees are obligated to deal fairly with fellow employees and with the company’s customers, suppliers, competitors and other third parties. Employees should not take unfair advantage of anyone through manipulation, concealment, and abuse of privileged information, misrepresentation or any other unfair-dealing practice.

Relationships with Clients, Customers and Suppliers

The Company recognizes that relationships with clients, customers and suppliers give rise to many potential situations where conflict of interest, real or perceived, may arise. Employees should ensure that they are independent from any business organization having a contractual relationship with the company or providing goods and services to the company, if such a relationship might influence or create the impression of influencing their decisions in the performance of their duties on behalf of the Company. In such circumstances, employees should not invest in, nor acquire a financial interest, directly or indirectly, in such an organization.

Relationships with Stakeholders

The Company’s ability to conduct business is directly affected by government decision making, and it seeks to have open and constructive relationships with the Government.

If you have contact with government officials during your work, or are asked to provide information in connection with a government or regulatory agency enquiry or investigation, you must make sure that any information you provide is truthful and accurate, and that company’s legitimate interests are protected.

Always be truthful, accurate, cooperative and courteous when dealing with government or regulatory agency officials. Notify and seek advice from your Legal representative if you receive a non-routine request from a government or regulatory agency official.

Stand firm against possible corruption. Never offer anything of value to obtain an actual or perceived improper advantage.

Gifts

As part of our overriding philosophy and good governance, Konkola Copper Mines Plc (the Company) discourages all its team members from receiving gifts except those of insignificant commercial value. Team members include all employees/retainers/advisors etc of the company. Individuals should make every effort to refuse or return gifts having commercial value. Under exceptional circumstances, if gifts are to be accepted, then the same should be reported to the immediate superior and deposited with the Company Secretary. Perishable gifts items may be distributed in office. Company Secretary should circulate details of such gifts to the Company CEO/Unit Head on a bi-monthly basis.

Offering gifts is a legitimate contribution to building good business relationships. It is important, however, that gifts never unduly influence business decision making or cause others to perceive an undue influence.

Entertainment

Bona fide hospitality and promotional, or other business expenditure which seeks to improve the image of a commercial organization, better to present products and services, or establish cordial relations, is recognized as an established and important part of doing business.

It is your responsibility to use good judgment in this area. As a general rule, you may give or receive entertainment to or from customers or suppliers only if the entertainment would not be viewed as an inducement to or reward for any particular business decision. Entertainment expenses should be properly accounted for on expense reports.

This policy should be following in letter and spirit.

For further guidance you should contact the Company Secretary / HCM Head.

Personal Investments

The Company respects the right of all employees to make personal investment decisions as they see fit, as long as these decisions do not contravene the conflict of interest provisions of this Code, any applicable legislation, or any policies or procedures established by the various operating areas of the company, and provided these decisions are not made on the basis of material non-public information acquired by reason of an employee’s connection with the Company. Employees should not permit their personal investment transactions to have priority over transactions for the Company and its clients.

When considering the application of this section, employees should ensure that no investment decision made for their own account could reasonably be expected to influence adversely their judgment or decisions in the performance on their duties on behalf of the Company. In addition, employees who are in possession of material non-public information shall not use this information themselves nor pass such information on to others for their use.

Employees involved in performing investment activities on behalf of the company and those who by the nature of their duties or positions are exposed to price sensitive information relating to the Company are subject to additional rules governing personal investments.

These may be imposed by the Companies Act, Stock Exchanges, Securities Regulation Panel and other regulatory bodies, industry associations and management. The rules include requirements for employees to:

Remuneration

Employees receive remuneration as determined by their contracts of employment. Employees are not entitled to extra payments outside the regular remuneration system.

No employee may receive commissions or other remuneration related to the sale of any product of the Company, except as specifically provided under an individual‘s terms of employment.

Employees may not receive any money or thing of value (other than the Company’s regular remuneration or other incentives), either directly or indirectly, for negotiating, procuring, recommending or aiding in any transaction made by or on behalf of the Company, nor have any direct or indirect financial interest in such a transaction.

Employment

All employees have the right to work in an environment, which is free from any form of harassment or unlawful discrimination with respect to race, colour, sex, place of origin, citizenship, creed, political persuasion, age, marital, or family status or disability.

An employee should report any cases of actual or suspected discrimination or harassment as set out in the contravention of the Code section of this policy. Employees with illness or disabilities may continue to work, provided that they are able to continue to perform satisfactorily, the essential duties of their jobs, and do not present a safety or health hazard to themselves or others.

Human Rights/span>

At KCM, upholding people’s fundamental rights is central in our everyday business operations.

At a minimum KCM will comply with all applicable local, state and national laws regarding human rights and workers’ rights where the company does business.

All our business is expected to be compliant with applicable regulations, and we strive to uphold all labour rights and to be aligned with national laws and internationally accepted practices. All employees are required to respect Human Rights.

Environmental Responsibility
Health and Safety

The Company is committed to taking every reasonable precaution to ensure a safe working environment for all employees.

Employees who become aware of circumstances relating to the company’s operations or activities, which pose a real or potential health or safety risk, should report the matter as set out in the contravention of the Code section of this policy.

Use of Resources

The Company is committed to conserving resources used in its business operations. All employees should use their best efforts to make efficient use of resources and eliminate waste.

Environmental Management

The Company is committed to developing operating policies to address the environmental impact of its business activities by integrating pollution control, waste management and rehabilitation activities. Employees should give appropriate and timely attention to environmental issues.

Political Support

The company encourages the personal participation of its employees in the political process and respects their right to absolute privacy with regard to personal political activity. The Company will not attempt to influence such activity provided there is no disruption to work place activities and it does not contribute to industrial unrest. Company funds, goods, or services, however, must not be used as contributions to political parties or their candidates, and Company facilities must not be made available to candidates or campaigns.

Company Funds and Property

The Company has developed a number of internal controls to safeguard its assets and demands full compliance with these to prevent fraud and dishonesty. All employees who have access to the Company ‘s funds in any form must at all times follow prescribed procedures for recording, handling, and protecting such funds. Operating areas may implement policies and procedures relating to the safeguarding of Company property, including computer software.

Employees must at all times, ensure that the company’s funds and property are used only for legitimate Company business purposes. Where an Employee’s position requires Company funds to be spent, it is the individual‘s responsibility to use good judgment on the Company’s behalf and to ensure that the Company receives appropriate value for such expenditure.

If employees become aware of any evidence that the Company’s funds or property may have been used in fraudulent or improper manner, they should immediately and confidentially advise the Company as set out in the contravention of the Code section of this policy.

Company Records

Accurate and reliable records of many kinds are necessary to meet the Company’s legal and financial obligation and to manage affairs of the Company.

The Company’s books and records should reflect all business transactions in an accurate and timely manner

Undisclosed or unrecorded revenues, expenses, assets or liabilities are not permissible, and the employees responsible for accounting and record-keeping functions are expected to be diligent in enforcing proper practices.

Dealing with Outside Persons and Organisations
Prompt Communications

The Company strives to achieve complete, accurate and timely communications with all parties as well as government authorities and the public with whom it conducts business.

A prompt, courteous and accurate response should be made to all reasonable requests for information and other client communications.

Any complaints should be dealt with in accordance with internal procedures established by various operating areas of the Company and applicable laws.

Media Relations

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

When communicating publicly on matters that involve Company business, employees must not presume to speak for the Company on any matter, unless they are certain that the views they express are those of the Company, and it is the Company’s desire that such views be publicly disseminated.

Employees approached by the media should immediately contact the Head Corporate Affairs or the Corporate Affairs Department on Telephone numbers as follows:

Head Corporate Affairs – 260 212 350076
Head Media Relations – 260 212 350126
Public Relations Officer – 260 212 350197

An employee, when dealing with anyone outside the Company including public officials, must take care not to compromise the integrity or damage the reputation of the outside individual, business, or government body, or that of the Company. As a general rule, the Company’s position on public policy or industry issues will be dealt with by senior management of the Company.

The text of articles for publications, public speeches and address about the company and its business should be reviewed in advance with the employee’s supervisor and the Corporate Affairs Department.

Employees should separate their personal roles from the Company’s position when communicating on matters not involving the Company business. Employees should be especially careful to ensure that they are not identified with the Company when pursuing personal or political activities, unless this identification has been specifically authorized in advance by the Company.

Privacy and Confidentiality

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

Obtaining and Safeguarding Information

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

Access to Information

Information with respect to any confidential product, plan or business transaction of the Company, or personal information regarding employees, including their salaries must not be disclosed by any employee unless and until proper authorization for such disclosure has been obtained. In addition, operating areas may implement policies and procedures to prevent improper transmission within the Company of Material non-public information concerning publicly traded companies.

Insider trading

Pursuant to the Listing Rules of the United Kingdom Listing Authority, where Konkola Copper Mines Plc’s parent company, Vedanta Resources, is listed, no employee of the company or any member of his/her immediate family living in the same household as the employee shall directly or indirectly purchase or sell any securities of the group while he/she is in possession of material non-public information affecting the Group. Also, employees may not ‘tip off’ others about important information regarding the Group, and should keep any information pertaining to the Group confidential. Failure to comply with these provisions could result in disciplinary action and severe criminal and civil penalties.

Contravention of the Code and Whistleblowing

The Company regards any contravention of the Code as a serious matter. Any suspected or alleged contravention under investigation must be treated with utmost confidentiality.

If employees believe that their own actions have, or may have, contravened the Code, they should either advise the person to whom they report or a person at management level responsible for Human Capital Management, Group Audit Services, Security Department or the Legal Department.

Employees should also be referred to our Whistleblower policy (KCM-P-02). Any Whistle-blowing incident can be reported through the CEO’s Office for investigation and will be treated with the strictest confidentiality using the following contacts:

Email: kcm.whistleblower@vedanta.co.in
Postal Address:
The Chief Executive Officer
KCM Whistle Blower
Konkola Copper Mines Plc
P.O Box 11271
CHINGOLA

The Company will protect the confidentiality and anonymity of the complainant to the fullest extent possible with an objective to conduct an adequate review. External stakeholders, such as vendors, customers, business partners, etc, have the opportunity to submit ‘Complaints’. However, the company is not obligated to keep complaints from non employees confidential but will maintain the anonymity of non employees. However we encourage individuals sending complaints/raising any matter to identify themselves instead of sending anonymous ‘complaints’ as it will assist in an effective complaint review process.

If employees suspect that a contravention of the Code has been committed by another employee of the company, they should promptly and confidentially report this, preferably in writing, to the Company. They should either advise the person to whom they report or one of the management level persons referred to above. They must not confront the individual concerned. By following this process, confidentiality will be maintained and the matter will be investigated impartially.

As contravention of the Code is a serious matter, it may result in disciplinary action, including the termination of employment. Certain breaches of the Code could also result in civil or criminal proceedings.

Policy against Retaliation

KCM prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations of the Code. Any reprisal or retaliation against an employee because the employee, in good faith, sought help or filed a report will be subject to disciplinary action, including potential termination of employment.

Code of Conduct for Contractors
General

In addition to any of the sections 5.1-5.8 of this code which may be applicable to KCM contractors and employees, KCM as a leading investor in the Zambian Mining Industry, establishes itself both as a world class Copper mining business and makes certain demands on its own management and employees and all its business partners to raise the operations to new levels. These demands are made across a wide spectrum of activities and include issues pertaining to:

KCM makes the same demands on contractors. It is a direct responsibility that all contractors, whether individuals or contractor firms, align themselves with these key principles.

Legal Compliance

Contractors must comply with all laws of Zambia. These include laws pertaining to labour matters, for example membership of NAPSA and contributions to Workers Compensation, immigration and work permits, health and safety, finance, revenue and taxation, importation and exportation of goods and equipment, and any other laws governing their operations.

Ethical Business Practices

Contractors are required to conduct themselves in an ethical manner at all times. KCM’s policy does not permit contractors to provide favours, services, gifts or any benefits to KCM employees. Any contractor who is approached to provide any benefit for a KCM employee is obliged to report this to a member of the Executive Committee of KCM. Contractors must comply with their contracts and render their services and expertise diligently and to the highest standard.

Risk Assessment and Management

Contractors are expected to provide competent trained staff that will carry out duties on KCM properties.

Contractors will be subject to and must comply with KCM rules regarding health, safety and protective equipment, and other rules and regulations. Contractors may not commence work without attending KCM’s induction for contractors. Contractors must always conduct their business with due regard for all standard operating procedures and policies in place at the mine. Contractors must ensure they are well acquainted with the operational procedures in areas in which they will be working.

Contractors are obliged to report all hazards to the KCM supervisors and managers of the areas they work in, in order to ensure the safety and health of workers is maintained.

Industrial Relations

At KCM, harmonious and effective working relationship between management, supervisors, employees, are critical to the achievement of the Company’s goals.

Contractors are expected to ensure that the industrial relations within their organizations are similarly harmonious and effective.

KCM expect the following as minimum evidence of compliance with this principle:

Responsible Corporate Citizenship

KCM has many important stakeholders, among them the community surrounding the operations, the workers of KCM, Unions, Local authorities such as the Town Councils, the District Administrators’ offices, the Zambia Revenue Authorities, and various other government departments.

In the community there are also hospitals, schools, churches, welfare organizations, other businesses all of which have connections with KCM.

It follows therefore that KCM values these relationships and desires to maintain its position and status in the area as a responsible business leader.

Any contractor doing work for KCM becomes an extension of KCM as far as conduct, both at work and outside work, is concerned. If contractors behave irresponsibly at work or in the community their actions are likely to impact on and harm the relationships, which KCM is trying to build and protect.

Of particular concern is the possibility of racially discriminatory behavior, which creates racial tension or disharmony in the community between Zambians and expatriate KCM employees and visiting contractors. Contractors found in fault will be prevented from working at KCM.

Consequences of Non-Compliance

This Code of Conduct is an integral part and parcel of all contract work taking place at KCM. Compliance with the Code is essential for the business goals of both the contractor and KCM to be achieved. Contracts may be reviewed and cancelled in the event of non-compliance and individuals working for contractors may be refused access to KCM.

When reading the attached p.d.f version of the policy

In addition to clauses 5.9, of any clauses 5.1-5.8 will apply, unless they are inapplicable since they relate to an individual employment relationship with KCM.

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