Corporate Governance

ETHICS

Code of Ethics

AECI and all its businesses are committed to a policy of fair dealing and integrity in the conduct of their businesses. In support of the above, the Company has adopted a formal Code of Ethics with which all directors and employees are required to comply. The Code requires all employees to act with honesty and integrity and to maintain the highest ethical standards. First issued in 1997, the document was updated in 2006 and printed copies were distributed to all employees.

New employees also receive copies and, to maximise the updated Code's accessibility, it has been made available on AECI's intranet and on the intranets of operating companies, where available. The Code can only be amended by the Board.

The Code addresses the following:

• compliance with laws and regulations;
• conflict of interest - outside activities, employment and directorships; relationships with clients, customers and suppliers;
• business practices - gifts, hospitality and favours; remuneration; anti-competitive behaviour;
• Group funds and property;
• accounting standards; and
• security of information - obtaining and safeguarding information; access to information; insider trading.

Whistle-blowing programe

As part of the Code's revision process, a new service known as the EthicsLine was put in place. It is aimed at enabling employees, customers, suppliers and managers or other stakeholders, on a confidential basis, to raise concerns in cases where conduct is deemed to be contrary to ethical behaviour and the Code of Ethics. It is a free service for users and is administered by the accounting firm, Deloitte & Touche. Therefore, the service is totally independent of AECI and the anonymity of individuals reporting fraud, dishonest and inappropriate behaviour is protected. Legitimate issues and concerns reported are forwarded for appropriate action to the Group legal advisor, the chief financial officer and the head of Group internal audit.

Conflict of interest

The Company has adopted a formal Conflict of Interest policy and, in 2007, all employees with the ability to bind the Company (contractually or otherwise) were required to complete and submit an annual Conflict of Interest declaration. This practice will continue.

Fraud and illegal acts

The Group does not engage in or accept or condone engaging in any illegal acts in the conduct of its business. The Group's policy is to actively pursue and encourage prosecution of perpetrators of fraudulent or other illegal activities should it become aware of any such acts. A zero tolerance approach has been adopted.

Formal training for all employees on the Company's Code of Ethics, the EthicsLine, as well as applicable policies, will commence in 2008.