Purpose and Scope

This Code of Conduct sets out the principles and expectations of PG Bison (Pty) Ltd, PG Bison Southern Cape (Pty) Ltd and Wood Chemicals SA (Pty) Ltd (“PG Bison”, “us”, “our”, “we”) as to how existing and new suppliers of goods and/or services, including their affiliates, representatives and employees, are to conduct business with us. In the context of this Code, the term “supplier” includes contractors and sub-contractors.

PG Bison, including all our employees, has a duty to comply with applicable laws and regulations and, in addition, King IV requires us to behave responsibly and ethically. We therefore expect our suppliers to operate with values comparable to our own and in a manner that is consistent with good corporate governance.

Suppliers are required to take steps to ensure that this Code is communicated throughout their organisations. Suppliers may be subject to inspections and/or audits to ensure compliance with this Code and specifically regarding labour practices, human rights and the environment.

We regard any contravention of this Code as a serious matter which could result in the termination of the business relationship with the supplier and possibly the institution of civil or criminal proceedings.

PG Bison requires its suppliers to commit to and comply with the minimum standards listed below.

1. Competition law

   PG Bison subscribes to the principles of free and fair competition as embodied in the relevant Competition laws of South Africa.

   We therefore require that all suppliers conduct their business in full compliance with applicable competition laws intended to promote free and fair competition, and do not enter into prohibited agreements or practices, formal or informal, such as price fixing, market sharing, bid rigging, collusion, “kickbacks”, etc.

2. Confidential and proprietary information

   Suppliers may not use for their own purpose or disclose to any third party, PG Bison’s intellectual property, trade secrets or other confidential, proprietary or sensitive information (“PG Bison’s Information”) without our prior written consent.

   Suppliers may disclose PG Bison’s Information to persons within their organisation strictly on a “need to know” or “need to use” basis and for the sole purpose of supplying goods and/or services to PG Bison.

3. Ethical dealings

   PG Bison seeks to deal with suppliers honestly and ethically and will give all potential suppliers fair consideration. Decisions will be based on objective criteria such as price, quality, B-BBEE status, service capability, reliability, track record and integrity.

   The giving or receiving of any kickbacks, bribes or similar payments of any sort is prohibited.

   Our employees may not receive any commissions, money or item of value other than regular remuneration and incentives as provided for in their terms of employment, either directly or indirectly, for negotiating, procuring, recommending or aiding in any transaction entered into on behalf of PG Bison, nor are they entitled to any direct or indirect financial interest in such transactions.

   Suppliers are required to demonstrate the same high ethical standards and to conduct business with integrity and fairness.

   PG Bison employees are prohibited from engaging in any private financial relationship with any supplier, its owners, shareholders, directors, partners or members including the investment in or acquisition of any financial interest for their own account in any supplier business, or with any of the owners, shareholders, directors, partners or members of such business, other than ordinary share dealings through a recognised stock exchange.

4. Anti-bribery

   Suppliers must not engage in any conduct that would put PG Bison at risk of violating anti-bribery laws. Company policy and anti-bribery laws around the world prohibit us and our employees from giving or accepting money or other inappropriate enticements, directly or indirectly, to coerce or persuade the award of a business opportunity to PG Bison or the supplier, as the case may be.

   Suppliers may not, in their business relationship with PG Bison, act in any way, that violates our policy or the anti-bribery laws around the world. Suppliers must also ensure, that their suppliers in the supply chain, do not engage in the giving or receiving of bribes, kickbacks or other similar improper or unlawful payments.

5. Gifts

   Suppliers should be aware that it is not permissible for PG Bison employees to give or receive gifts, hospitality or favours that could influence any business decision or that create the appearance of influencing such decision. Suppliers are therefore not to provide gifts, hospitality or favours to any of our employees, their family members or friends other than the following –

   • Promotional material and reasonable business entertainment such as business breakfasts, lunches, cocktail parties or dinners

   • Personal hospitality to events such as sporting events or theatres, provided that travel and accommodation costs are not included

   • Business conferences and/or seminars, provided that travel and accommodation costs are not included

   • Gifts to a maximum value of R2,000 (or the equivalent in local currency for operations outside South Africa) and less

   The giving or receiving of gift vouchers or other cash equivalents above R2,000 (or the equivalent thereof in local currency for operations outside South Africa) or cash (regardless of the amount) is always prohibited.

   Any deviations from this will only be allowed if permission is received in writing from a member of PG Bison’s executive committee.

6. Health and safety

   Suppliers who do business with PG Bison are required to provide a safe and healthy work environment for all employees working at their sites. In addition, any supplier employee or representative providing on-site services in one of our facilities is required to adhere to our safety standards and site rules.

7. International trade regulations

   Suppliers must adhere to all applicable trade and import regulations that apply to their activities.

8. Labour practices and human rights

   PG Bison is committed to fair labour practices in the workplace and expects its suppliers to take appropriate steps to ensure that they and their suppliers, subscribe to the same principles and practices, which include –

   • A prohibition of all forms of unfair discrimination

   • An intolerance of the inhumane treatment of employees and behaviour which is tantamount to any form of harassment in the workplace

   • A prohibition of the use of child labour

   • A prohibition of excessive working hours

   • Meeting or exceeding minimum wages

   • The recognition of the right of employees to freedom of association, organisation and collective bargaining

   • Respect for the privacy of all employees

   • The provision of equal opportunities without discrimination. In addition, all promotions and recognition will be based purely on merit.