Conflict of Interest Policy

1. Purpose

The purpose of the Conflict of Interest (CoI) Policy is to enable Grindrod Logistics employees to easily identify, prevent or mitigate conflicts. Avoiding or preventing CoI is an integral part of Grindrod Logistics’ values and culture to protect both the Employee and Grindrod Logistics, reducing the likelihood of reputational damage, legal risks, loss of income and/or trust.

Refer to the downloadable document available at the end of this page.

2. Scope

Refer to the downloadable document available at the end of this page.

3. Definitions

This Policy is applicable to Grindrod Logistics, including their respective officers, board members, directors, employees and Third-Party providers, any person directly or indirectly linked to Grindrod Logistics.

For a full breakdown of the different types of CoIs, please refer to the downloadable document available at the end of this page.

4. Types of Conflict of Interest

A CoI arises when an Employee is engaged in activities which detract from the proper performance of their duties, obligations and responsibilities to Grindrod Logistics and which may influence the Employee not to act fairly, independently and objectively.

5. Conflict of Interest Prescriptive Rules

To prevent a breach of fiduciary duties, an employee of Grindrod Logistics may not without the prior approval of the Chief Executive Officer or its delegate:

• Enter into a second contract of employment if such an employer’s business interest is in conflict with that of Grindrod Logistics.

• Have any outside interests in any transactions to which Grindrod Logistics is a party, if such interests might in any way influence the performance of his duties for Grindrod Logistics.

• Use or disclose any information obtained from Grindrod Logistics sources, which is not generally available to the public.

• Authorise a loan to oneself; personal gain or for any reason other than that authorised for Grindrod Logistics purposes.

• Act in contradiction to Grindrod Logistic’s procurement policy.

• Secure, source, canvass or promote any business or business activities within Grindrod Logistics for an external company, supplier or contractor where such employee stands to gain directly or indirectly as friends, family, or in any other way which may be deemed to be personal or unethical.

• Act in any other manner that could be construed or interpreted as a conflict of interest.

• Influence or attempt to influence any third party, with the view of obtaining any appointment, promotion, privilege, advantage or benefit for themselves and / or a family member, friend or associate entity.

• Make judgements on behalf of Grindrod Logistics concerning a matter in which that staff member, or member’s spouse, partner or business associate, has a direct or indirect personal or private business interest.

• Mislead or attempt to mislead Grindrod Logistics in its consideration of any matter.

• Be involved in an external business venture with another employee from within Grindrod Logistics.

• Disclose any privileged or confidential matters or information.

• Be a party to a contract for the provision of goods or services supplied to Grindrod Logistics, or for the performance of any Grindrod Logistics work other than what the person is employed to do.

• Obtain any financial interest in any business of Grindrod Logistics or be engaged in any business, trade or profession other than the work of Grindrod Logistics and/or

• Conceal any benefit acquired or stand to acquire directly or indirectly from a contract concluded with Grindrod Logistics and fail to submit full details of such direct or indirect benefit.

• Utilise any Grindrod Logistics resources in the pursuit of outside interests without express permission to do so.

6. Declaration of a Conflict of Interest

The existence of a CoI does not necessarily mean that the activity at issue must be avoided or discontinued, unless specifically prohibited. Often, CoIs can be dealt with effectively through disclosure and other steps to resolve or manage the conflict. CoI declarations are required in the following instances:

• Prior to employment, the prospective Employee must complete a CoI Declaration Form (Annexure A) and is required to inform their prospective Line Manager and/or designated People Partner of any Related Persons employed at Grindrod Logistics, and/or to the best of the Employee’s knowledge, employed by competitors, suppliers and clients of Grindrod Logistics.

• Annually, as part of an ongoing CoI declaration process.

• If the Employee is faced with a CoI, during their employment (whether direct or perceived) the employee must immediately complete a CoI Declaration Form (Annexure A).

7. Assessment of COI Declaration

CoI declarations are required to be timely, comprehensive and truthful.

Where a CoI declaration reflects that a CoI may exist, the Employee’s Line Manager will evaluate whether a declared interest constitutes a CoI. If the employee does not wish to share the details of their CoI declaration with their Line Manager, they may select to have the assessment completed by a relevant SME within the CoI Declaration portal. If not prohibited, the Line Manager in consultation with the relevant SME can approve the declared interest, subject to a Conflict Management Plan.

The SMEs reviewing CoI Declarations and Conflict Management Plans are designated individuals within Grindrod Logistics’ Legal and Compliance team who will determine what further actions are required. The number of designated individuals involved will be limited to the extent possible.

8. Conflict of Management Plan

If a CoI exists and is not waivable, the Line Manager, in consultation with an SME, if required, will develop a written Conflict Management Plan to manage, reduce, or eliminate the potential for conflict of interest. The Conflict Management Plan may employ strategies including, but not limited to, the following:

• Public disclosure of significant financial interest

• Monitoring of the relevant employment duties

• Modification of duties of the Employee

• Disqualification from participation in conflicting employment activity

• Divestiture of the conflicting interest

• Severance of relationship that creates the conflict of interest.

9. Other Duties

Should an Employee become aware of a suspected breach of this policy by any Employee, Related Person, Third Party or external company they should report it to their Line Manager or if the employee wishes to remain anonymous, they can report it on Grindrod Logistics’ Whistleblower system.

Employees and Line Managers should not investigate suspected cases reported or identified by them but must report it to the Grindrod Logistics’ Whistleblower system.

9. Breach of the COI Policy

Failure to comply with the policy may result in disciplinary action, which could result in dismissal. Should the undeclared conflict result in damages (whether monetary or otherwise), Grindrod Logistics reserves the rights to recover such damages from the Employee.

Click here to download the full policy.