Presentation Overview Corporate Governance -Illustrated -Defined -Enterprise Principles UTi Global Policies -Overview of Global Policies -In Focus: Code of Conduct and Ethics -In Focus: Unauthorized Disclosures and Insider Trading -In Focus: Ethics Hotline and Complaint Procedures
Corporate Governance Illustrated IntegrityTransparencyFreedom of Expression Accountability through Empowerment SafeguardsCorporate Citizenship Local Procedures & Practices Local Procedures & Practices Local Procedures & Practices Information Sharing Community & Environmental Levels of Delegated Authority Risk Reporting & Disclosure Code of Conduct & Ethics Accounting & Finance Policies, IT Policies and Human Resources Policies Communication Standard Operating Procedures
Corporate Governance Defined IntegrityTransparencyFreedom of Expression Accountability through Empowerment SafeguardsCorporate Citizenship Local Procedures & Practices Local Procedures & Practices Local Procedures & Practices Information Sharing Community & Environmental Levels of Delegated Authority Risk Reporting & Disclosure Code of Conduct & Ethics Accounting & Finance Policies, IT Policies and Human Resources Policies Communication Standard Operating Procedures For all of us at UTi, Corporate Governance is the framework governing how each of us conducts UTi’s business. This framework is a disciplined structure, promoting fairness, transparency and accountability, that enables us to conduct business consistently throughout our organization while remaining agile and innovative. The framework comprises the enterprise principles that set the tone and the global policies that are supported by local procedures and practices. Our Aim Statement We are an agile, competent, disciplined and innovative team driving growth, performance and quantified value as the Primary Logistics Partner (PLP) to our global and local customers. We cherish long term relationships. We integrate our people, enterprise-wide processes and e-Business technology, with our partners, to deliver customized supply chain solutions, services, and information… worldwide.
Corporate Governance Enterprise Principles IntegrityTransparencyFreedom of Expression Accountability through Empowerment SafeguardsCorporate Citizenship Local Procedures & Practices Local Procedures & Practices Local Procedures & Practices Information Sharing Community & Environmental Levels of Delegated Authority Risk Reporting & Disclosure Code of Conduct & Ethics Accounting & Finance Policies, IT Policies and Human Resources Policies Communication Standard Operating Procedures Integrity – We aspire to the highest standards of ethical behavior that demonstrate honesty, fairness and trustworthiness. Transparency – All stakeholders can expect that information to which they are entitled is accurate, complete, relevant, timely and presented in such a way as not to mislead. Accountability through Empowerment – By empowering each individual, we create a culture of personal accountability and responsibility in such a way that innovation and the entrepreneurial spirit is encouraged and rewarded. Safeguards – We safe- guard our assets and manage our risks through sound business controls and the effective and appropri- ate use of resources. Corporate Citizenship – We embrace cultural diversity, accept our environmental responsi- bilities and are sensitive to our local communities. Freedom of Expression – We nurture candid relation- ships amongst our team members by providing a secure environment that respects all views and pro- motes open dialogue without fear of recrimination.
Corporate Governance Global Policies Page 1 of 5 Acquisition Policy – The purpose of this policy is to set forth guidelines for the approval of acquisitions, joint ventures, start-ups and similar transactions and to define the procedures for submitting such requests for review and authorization in accordance with the Global Levels of Delegated Authority policy. Code of Conduct & Ethics – All business will be conducted in accordance with our Code of Conduct and Ethics. No person is entitled, or may be authorized by any Personnel, to violate the law in the execution of his/her duties. Communication – UTi management has the responsibility to foster an atmosphere in which all Personnel may feel free to openly communicate and to ensure that all Personnel are given the freedom to access their supervisors to discuss business- related topics. All supervisors will be accessible to their staff members and will encourage open discussions, respecting differences of opinion and having the responsibility of making sound business decisions after giving consideration to all input. If an issue exists after a discussion between an employee or independent contractor and supervisor, then the employee or independent contractor will have access to the next level of management to discuss and resolve the issue and is encouraged to do so. Community & Environmental – The conduct of the Company’s business affairs must be made with due regard to and respect for the effect of such conduct on the local community, and may not conflict with our Code of Conduct and Ethics, nor contribute to environmental damage. Information Sharing – All Personnel must be given access to the information that they need in order to carry out their assigned job duties. All Personnel are required to protect the confidentiality of the information to which they are given access and not to use the information improperly. All Personnel will comply with our Policy Concerning Unauthorized Disclosures & Insider Trading.
Corporate Governance Global Policies Page 2 of 5 Levels of Delegated Authority – All commitments made on behalf of UTi shall be made in accordance with the levels of authority delegated as per this policy. All other authority not delegated as per the Delegated Authority Levels Matrix lies with the Board of Directors. All commitments will be properly authorized in writing prior to the time the commitment is made. Global and regional executives will delegate the authority granted to them under this policy after first approving the delegation of levels of authority process within their regions. Ethics Hotline Access Process – The Audit Committee of the Board of Directors has developed and adopted Compliant Procedures Regarding Accounting, Internal Accounting Controls and Auditing Matters (the “Complaint procedures:. These can be found in Attachment B of the UTi Code of Conduct and Ethics. Contract Review Policy – The purpose of this policy is to document and communicate the global contract review process as contemplated by the Global Levels of Authority Policy. All Contracts (as defined in the policy) entered into by UTi are subject to systematic review by the Legal/Risk Management group prior to signature. Among other items, the objective of this policy is to increase the efficiency of contract review through adoption of a standard process, as well as to reduce the overall risk profile of UTi. Emergency Communication Plan – UTi is committed to providing for the protection of employees, customers, customer’s property, and the public at large, in order to minimize injury, loss of life and damage resulting from any kind of disaster. The purpose of the communication plan is to provide guidance and direction to the UTi community in the event of an emergency.
Corporate Governance Global Policies Page 3 of 5 Pre-Approval of Deloitte Services – In all instances this form must be filled out before engaging Deloitte to provide any nonaudit services, including audit-related services, tax services, and all other permitted nonaudit services. Human Resources Policies – Human Resource policies will be developed as directed by the region executive and made available to Personnel at all operations. All Human Resource policies must reflect current laws and regulations. Human Resource policies must include, but are not limited to, the following: 1) Non-Discrimination Policy; 2) Grievance Policy; 3) Non-Harassment Policy; 4) Performance Review Policy; 5) Hiring and Termination Policy; 6) Training Policy; and, 7) Safety Policy. Information Technology Policy – All IT-related activities will be conducted in accordance with the Global Information Technology Policies Manual. All Personnel will comply with the Global Information Technology Policies Manual. The Global IT Department is responsible for creating, maintaining and distributing a manual relating to the Company’s corporate IT systems, to be implemented worldwide, which defines roles and responsibilities, as well as providing tools and informational background necessary to achieve the most effective and efficient use of resources. Insider Trading Policy – This is UTi’s policy concerning the handling of material non-public information regarding UTi or other companies whit home we deal and with the buying and selling of stock or other securities of UTi and those other companies.
Corporate Governance Global Policies Page 4 of 5 Reporting & Disclosure – All Personnel who provide reports or information of any kind, will ensure that they are accurate, consistent and complete, and submitted at the appropriate time. All reportable transactions, activities and required disclosures will comply with UTi corporate criteria, and applicable laws. Reports and information must be so presented as to not mislead the recipient. Personnel are responsible to be aware of who is and who is not entitled to information before it is disclosed, and to disclose infor- mation only to entitled parties. Standard Operating Procedures – The region executives are responsible for ensuring that SOP manuals and/or job descriptions are created, maintained and distributed to Personnel throughout each country. All Personnel will have access to Standard Operating Procedures or job descriptions for the functions they fulfill and will be responsible for conducting all of their activities in accordance with their respective SOP’s and/or job description. All managers will be conversant with the SOP’s for each individual reporting to them directly and sufficiently knowledgeable of the SOP’s for those other areas and processes that either affect their specific departments or enhance their ability to effectively control their areas of responsibility. Risk – All business activities will be conducted only after due consideration to all risks to which the Company may be exposed. All contracts and commitments will be entered into only with prior management knowledge in accordance with the Levels of Delegated Authority Policy and, if appropriate, legal consultation. No contract may be entered into without due consideration of all the terms binding the Company and their implications. Where practical, risks will be insured to limit and manage exposure to the Company.
Corporate Governance Global Policies Page 5 of 5 Group Controls Manual (GCM) – This manual sets forth the required controls which are required to be performed at each UTi location, including Global, Regional and Local levels, to most effectively comply with the internal control requirements of the Sarbanes- Oxley Act of 2002. All employees are required to maintain an adequate system of internal controls over financial reporting and financial stewardship. All UTi finance and accounting personnel should read and fully understand the contents of this manual to ensure that these controls are being performed in the appropriate locations and at the appropriate level of detail. Group Accounting Manual (GAM) – All financial submissions to Corporate are required to be based on the guidance contained within. This ensures the Group applies uniform calculation, presentation and valuation methods and makes the practical task of preparing the financial statements easier. If accounting issues arise which are not addressed explicitly in the Manual, the affected Company should consult with Regional and Global Finance. The Manual should be read and fully understood by all UTi Finance and Accounting personnel.
UTi Code of Conduct and Ethics UTi strives to achieve the highest business and personal ethical standards as well as compliance with all applicable laws and regulations. The code of Conduct and Ethics (the “Code”) applies to all directors, officers and employees of the Company, as well as UTi’s independent contractors and agents. All of us at UTi are required to read and be familiar with the Code and abide by the Code in all of our dealings.
Unauthorized Disclosures and Insider Trading An “insider” of the Company is any person who possessed material non-public information about the Company. This document contains UTi ‘s policy concerning the handling of material non-public information regarding UTi and its subsidiaries or other companies with whom we deal and with the buying and selling of stock and other securities of the Company and those other companies. This policy also applies to material non-public information relating to our customers and suppliers.
Ethics Hotline and Complaint Procedures The Audit Committee of UTi have developed and adopted Complaint Procedures Regarding Accounting, Internal Accounting Controls and Auditing Matters (the “Complaint Procedures”). These can be found on Inzalo in Attachment B of the UTi Code of Conduct and Ethics.