Contents

1. INTRODUCTION…………………………………………………… 9
   • Purpose……………………………………………………………… 9
     • Objectives………………………………………………….. 9
     • Procurement…………………………………………… 9
     • Statement of Policy………………………………. 10

2. PROCESS………………………………………………………… 12

2.1.  Key Roles and Players………………………………… 12

3. PROCUREMENT PROCESS OVERVIEW……….. 13
   • Total Cost of Ownership (TCO)…………………….. 13
   • Delegation of Authority………………………………… 13
   • Declaration of Interest………………………………… 13
   • Advice and Assistance…………………………………. 13
   • Appointment of Consultants………………………… 14
   • Financial Soundness and Insurance Requirements………………………………………………. 14
   • Quality Management Assurance………………….. 14
   • Emergency Procurement……………………………… 14
     • Emergency Circumstances……………………. 15
     • Process…………………………………………………. 15
     • Emergency Orders (Outside Office Hours) 15
   • Ethics & Non-Compliance…………………………….. 16
   • Purchases outside the Process…………….. 16
4. PROCUREMENT METHODS…………………………….. 17
   • Purchase Requisitions……………………………….. 17
   • Placement of Orders………………………………….. 17
   • PO Exceptions………………………………………….. 17
   • Low Value Purchases…………………………………… 18
   • Sourcing Committee Spend and Tier Structure 18
   • Delegation of Authority……………………………. 18
5. Tender procedures and Process…………………….. 19
   • Document Structure…………………………………….. 20
   • Terms and definitions………………………………. 20
   • RFP Preparation………………………………………. 20
   • Sign‐off from End‐users…………………………… 21
   • RFP Preparation………………………………………. 21
   • Issue RFP to Chosen Suppliers………………… 21
   • Determine Weighting Criteria…………………… 22
   • Opening Tenders……………………………………… 22
   • Evaluate Tenders…………………………………….. 22
     • Interaction with Suppliers………………………….. 23
     • Negotiations with Suppliers………………………. 23
     • Risk and Compliance Report……………………… 23
     • Sign‐off of the Evaluation………………………….. 23
   • Sourcing Committee…………………………………… 24
6. Finalising Contracts……………………………………….. 29
7. SUPPLIER SELECTION……………………………………. 31
   • Local Empowerment………………………………… 32
   • Supplier Types…………………………………………. 32
     • Approved Suppliers………………………………. 32
     • Preferred Suppliers………………………………. 33
     • Strategic Suppliers……………………………….. 33
   • Supplier Database……………………………………. 33
   • Supplier Performance……………………………… 33
   • Supplier Payment…………………………………….. 34
   • Effect of Blacklisting………………………………… 34
8. Measurement………………………………………………….. 34
   • Introduction……………………………………………… 34
   • Implementation of a Procurement Checklist 34
   • Reference Documents………………………………….. 35

             List of Abbreviations

1. INTRODUCTION

1.1   Purpose

1. The purpose of this document is to set forth the policy and procedures of MTN Rwanda in respect of how products, goods and services are being The document will outline the process to be followed in procuring the products and services and how the contractual agreement are being set to insure that MTN Rwanda has taken all reasonable steps in a fair and transparent process to acquire its goods and services and avoiding any risk in managing its contractual obligations.
2. MTN Rwanda will endeavour to procure its goods and services from companies that comply and have met the pre‐set supplier selection criteria and conditions determined by the Cross Functional Team (CFST) within the organization. Thus, the supplier base of MTN Rwanda will reflect this requirement to position the company in the Rwanda Market as the company in the fore front of exercising the best practices in the corporate
3. For the purpose of this document the word “procurement”, “sourcing” and “purchasing” will be used interchangeably each one will mean the Procurement shall mean any activity where MTN Rwanda acquires any goods or services for its own usage.

1.1.1  Objectives

The objective of this policy and procedure is to establish a competitive advantage through procurement of “Best In Class” or “World‐Class” practices that enables MTN Rwanda to procure technologies, products and services that meet the needs of MTN Rwanda and its customers which will enable MTN Rwanda to supply services to the whole spectrum of the Rwanda Market in a cost effective and best possible overall value.

1.1.2   Procurement

The MTN Rwandacell business model is based on the centralization of the Procurement function and this includes the functionality of Support Services. The Procurement Process outlines an end‐ to‐ end responsibility for the Procurement department from recognition of the need to delivery of the order (Obtaining the needs from the users –HODs, sourcing quotes, Issuing RFI documents, Issuing RFP documents and negotiating with suppliers). Procurement is fully responsible for the

purchase of all goods and services and this includes specialist areas such as Network, IS, and Marketing, EBU and Mobile Money. Functional departments will provide expert input as required.

1.1.3   Statement of Policy

1. It is MTN Rwanda’s policy to procure technically suitable quality products and services that meets the needs of MTN Rwanda at the best overall value and in the most cost-effective manner. The award of business will be based on the pre‐set criteria and conditions that are determined by the CFST. It is the policy of MTN Rwanda that all suppliers will be treated fairly and in unbiased manner unless business needs dictate
2. Procurement will conduct its activities through a Cross Functional Team to maximize relevant input in the sourcing
3. All contract awards, purchase orders and commitment to purchase shall be done through the Procurement Policy
4. Procurement Policies, Procedures and Process and authorizations are executed per the Delegated Level of Authority (DLA) as amended from time to
5. All procurement activities will be performed in accordance with the Procurement Policy and Procedures as amended from time to time
6. All contracts and MTN Rwanda terms and Conditions will be sanctioned by Legal department before the contract can be signed or amended to protect MTN Rwanda from any Legal and or Regulatory
7. It is the policy of MTN Rwanda not to conduct business on Standard Terms and Conditions of the supplier and best efforts will be made to ensure that MTN Rwanda interests are protected through acceptable terms and
8. Procurement will take ownership and lead all commercial discussions and negotiations, including but not limited to pricing and contract terms, for sourceable goods and services
9. Procurement shall strive to conduct sourcing transactions based on fair, equitable, transparent, and free competition without involving personal interests or arbitrary considerations
10. Procurement shall comply with all relevant laws, regulations and MTN’s internal rules,

including spirit behind them, when conducting sourcing transactions

1. Procurement will ensure local supplier empowerment efforts will be made to develop local supplier pool
2. Procurement will utilize eSourcing tool for procurement actions as per the defined criteria
3. No supplier will be paid without an authorized PO/Contract, unless payments are for government fees such as taxes and general expenses e.g. utility payments, intercompany payments. Refer to Sievo Product Hierarchy on classification of non-sourceable and sourceable Spend
4. Procurement shall endeavour to prevent illegally acquiring or divulging confidential information regarding suppliers. The contractual obligations (non-disclosure agreements and confidentiality undertakings) always need to be adhered to by MTN personnel
5. Procurement will treat all suppliers in a fair and equitable manner
6. Procurement will not solicit or receive any personal benefit from suppliers, such as

entertainment or the acceptance of gifts and gratuities in accordance with MTN’s gift policy

1. All sourcing activities will be conducted with a view of the Total Cost of Ownership to MTN in line with the product / service lifecycle
2. Procurement will select the best and/or the most appropriate suppliers for MTN after considering such factors as the stability of their management foundation, quality of Goods and Services supplied, prices, supply stability, technology development capabilities, financial stability, CSR activities and business ethics reputation
3. Procurement will facilitate and manage supplier performance including any related consequences due to poor
4. Procurement will retain and keep under its control all relevant documents relating to Supply Chain Operations according to documentation retention standards established
5. Contract renewals and approval to roll contracts over will need to be submitted to Sourcing Committee for approval
6. Procurement will limit the number of intermediaries within the procurement process
7. Every effort will be made to optimize supplier tail
8. No verbal commitments will be made to
9. For the purpose of aligning with the local regulation on imported services, a local Tender should be run before opting for the foreign options. There should be tangible reasons to show that there is no local capacity, and this should be

NOTE: This document was developed in reference to MTN Group Supply chain Y’ello book, we are therefore guided by all the detailed clauses in the Y’ello book.

2.  PROCESS

PROCESSES – METHODOLOGY

Procurement Strategy

This section outlines the Vision, Mission and Strategic Objectives for MTN Rwanda.

Vision

To provide a world‐class Procurement service which creates value and contributes to MTN

Rwanda vision to be a leader in telecommunications in Rwanda.

Mission

To create sustainable mechanisms to increase value and standardize processes within Procurement while ensuring compliance to best practice

Strategic Objectives

• Standardize Procurement through‐out the operation.
• Ensure that Procurement is fully centralised within MTN
• Play a primary role to ensure that MTN Rwanda least cost operator objectives are met
• Establish and maintain partnerships with reputable strategic suppliers that will create
• Ensure compliance with Procurement best practice

2.1.     Key Roles and Players

CFO

The CFO is the custodian and executive manager of all procurement activities in the operation. The CFO ensures the implementation and adherence to the procurement policy and procedure.

Supply Chain Senior Manager and Procurement Manager

The Supply Chain Senior Manager and Procurement manager are responsible for:

• Establishment and maintenance of MTN Rwanda procurement policies and
• End‐to‐end procurement process from recognition of the need to delivery of the order (Obtaining quotes, Issuing RFI documents, Issuing RFP documents and negotiating with suppliers).
• Interfacing with suppliers and maintaining good relations with
• Purchase of all goods and services and this includes specialist areas such as Network and Marketing.
• Enforcing Group and Regional Contracts at MTN
• Filtering prospective Tenders to the Region or Group

3. PROCUREMENT PROCESS OVERVIEW

Procurement of all goods and services will be done by the Procurement Department, which is responsible for the procurement processes. Once a need or requirement is communicated to the Procurement department, they will assume full responsibility for the process. This includes but is not limited to the preparation of RFI’s, RFQ’s, RFP’s, negotiations and evaluation of suppliers, issuing of tenders, placement of orders and expediting.

3.1. Total Cost of Ownership (TCO)

Total Cost of Ownership (TCO) is a fundamental principle by which procurement at MTN Rwanda is undertaken. Value for money is the ideal combination of whole life‐cycle costs, referred to as Total Cost of Ownership (TCO), risk, and quality. TCO includes the purchase price, the cost of using and maintaining the equipment throughout its useful life and the cost of its disposal.

Risk varies with the purchase of different goods or services but must be managed using the principles of assessing the probability, determining the degree of impact, and planning possible mitigation.

3.2.   Delegation of Authority

All procurement will be conducted according to the delegation of Authority as approved by the Board of Directors of MTN Rwanda. Procurement department facilitates all Sourcing Committee Meetings.

3.3. Declaration of Interest

Business, personal or close family interests “Conflict of Interest” which may influence or may be deemed by others to influence an employees’ impartiality in any matters relevant to his or her duties should be declared. Any such declaration should be communicated in writing to the head of department, prior to the start of the procurement process or during the process if a conflict occurs then. Where the conflict of interest may influence the ability of the employee or representative to complete his/her duties, then that employee or representative should excuse themselves, or be asked to excuse themselves from performing that function.

For further information consult the Code of Conduct document

3.4.   Advice and Assistance

The Procurement department exists to advise and assist departments on all procurement related matters.

3.5.   Appointment of Consultants

In order to use Consultants/Contractors more effectively in MTN Rwanda, all appointments will be made with the prior approval of the CEO of MTN Rwanda for Procurement to process the orders and Finance to effect payment of such Consultants. The motivation for Consultants/Contractors should be authorised by the relevant HOD.

Consultants/Contractors cannot form part of the CFST. Their expertise can be used by the requesting Business unit employee interfaces and not with CFST (except where a Consultant has been asked specifically by the HOD to give specific advice on complex technology solution and the skill is not available internally).In this case the expertise of the Consultant will form part of the CFST recommendation and be noted as such. Consultants should not be given any Delegation Level of Authority to evaluate or sign‐off any Tender, Quotation and Invoices for payments. Contractors and Consultants cannot assume any level of Delegated Authority in the procurement process.

3.6.   Financial Soundness and Insurance Requirements

MTN Rwanda will conduct business with companies that are financially sound and are able to execute and support the services or products that are to be procured. Care should be taken when dealing with Local Empowerment companies so that they should not be penalized unduly because of their financial standing. It will be the responsibility of the Procurement Personnel to ensure that fairness is applied to create economic opportunities for Local companies with reasonable limits. Financial soundness shall mean a supplier who will be able to carry out the service/product supply without burden of risking the cash flow of the business unduly. For Local Empowerment purposes supplier contracts may be disaggregated to ensure that the company is in the position to supply without unduly risking the cash flow of the business.

3.7.   Quality Management Assurance

Quality Management Assurance (QMA) programs will serve to promote and encourage suppliers to maintain a “Best in Class” or “World Class” process in supplying MTN Rwanda. The QMA process will be implemented to ensure that suppliers meets MTN Rwanda quality standards, implementation of quality assurance programs and the acceptance or rejection of non‐ conforming products/services purchased through Procurement. The CFST will ensure that the standard quality of MTN Rwanda is adhered to in conjunction with the department representative. The department representative is accountable for the quality compliance component of the CFST.

3.8.   Emergency Procurement

The need for emergency procurement occurs when unforeseen events make it extremely urgent to obtain certain products, services and these products/services could not be obtained in time by means of formal RFx procedures. The unforeseeable urgency of the requirement and its impact on MTN must be clearly demonstrated before the approval. Poor planning will not be acceptable for bypassing the procurement process. Emergency procurement should not be confused with an “urgent” requirement, which upon review is deemed to have been foreseeable as opposed to Supply Chain’s definition of emergency. Procurement emergencies are defined as:

• Emergency Circumstances

Emergency purchases should be:

Immediate threats/risk to human life or safety,

• Immediate threats/risk of interruptions in the supply of network / communication to customers,
• Immediate quantifiable opportunity loss due to Marketing and Sales dynamics,
• Immediate threats/risk of substantial ecological damage,
• Immediate threat/risk of major consequential expense to MTN,
• Immediate threat/risk of serious damage to MTN’s reputation and good name (brand),
• Immediate threat/risk of legal suit against MTN
• Adverse immediate impact on business continuity/ cause business

When such an emergency arises, the Head of the Business Unit or CEO along with the head of Supply Chain decides on the action needed to mitigate the threat and authorizes the required procurement. In cases where an item is not available and must be expedited using airfreight, it is essential to refer to the Freight Policy for clarification on the deviation from recommended freight mode.

Emergency Procurement Form is prepared ex post facto and signed by the CEO and Head of Supply Chain, thereafter, provided to the respective sourcing committee, Group EXCO and Audit and Risk Committee for information and additional review if required. It is the responsibility of the service custodians to ensure that the threat facing MTN is alleviated. However, if the emergency happens within working hours but response is required within 24 hours, the MTN Head of Supply Chain’s written approval is a requirement to exempt the procurement of the goods or service from the RFx process. It is imperative that the Sourcing committee be provided with details of the emergency procurement, without exception, at its next sitting.

An emergency procurement method cannot be used to obtain retrospective approval for transactions that are not classified as an emergency as defined in this policy. Retrospective transactions should be reported to the Sourcing Committee and disciplinary action taken against individuals that have breached the policy.

• Process
• An emergency purchase order will be placed on the ordering system
• The end‐user will have the option to select alternative approvals, if the primary

requisition approver is not available, to ensure a speedy process

• The requisition will then be routed to the Procurement department
• Emergency Orders (Outside Office Hours)

The use of the emergency process is solely for use in the event of a genuine emergency e.g. because of a fire, flood, or adverse weather conditions or any other dire emergency outside office hours.

• The corresponding requisition must be raised on the system within 24 hours of the order number being issued
• The requisition must clearly cross‐reference the emergency order number
• A monthly report stating the emergencies should be kept by the Head of

3.9.   Ethics & Non-Compliance

All staff involved in the procurement process must do everything to promote the company’s interest, not their own. All negotiations and transactions must be done in an ethical manner, displaying the highest standards and professionalism. Compliance with all laws, regulations and procedures is mandatory in all transactions. This section should be read in conjunction with the MTN Code of Conduct document. Responsibility for compliance resides with both the individual and their line manager. Non‐compliance shall constitute misconduct or gross misconduct and will be dealt with in accordance with the appropriate disciplinary policy.

• Purchases outside the Process

No service or delivery will be paid for without an order number. Any person who commits MTN Rwanda to a purchase, a lease or any other commitment without a valid purchase order number will be personally liable for it.

4.    PROCUREMENT METHODS

Overview

The following guidelines should be applied to all goods and services procured. It applies to either a single item, falling within the price band, or multiple items which form a logical group and whose aggregate value falls within a particular price band. Any departure from these guidelines should be documented for audit purposes and will require justification.

4.1.    Purchase Requisitions

All purchase requisitions should be accompanied by three quotations, any departure from this guideline should be justified in writing. Only the procurement department is responsible for requesting quotations from Suppliers.

4.2.    Placement of Orders

Purchase Orders are formal Company documents used to make a purchase transaction official with a supplier. All purchase orders will be done through Procurement and where a contract does not exist a purchase order should contain standard terms and conditions that will serve as a contract to govern the transaction. All goods or services delivered to MTN Rwanda must quote an MTN Purchase Order number. Purchase orders sent out to suppliers must be signed by an Authorized Signatory from the procurement department.

• PO Exceptions

A PO must be raised for the procurement of all Goods and services, with the exception of the following:

• Staff and other advance payment
• Expense claims
• Utility payments
• Taxes
• Rental/Lease payments
• Restaurant
• Purchases ≤ USD $500
• Marketing Sponsorships
• Sellable tock

4.4. Low Value Purchases

One quote is required for purchases less than $500 otherwise three quotations are required for any purchase made unless tangible reasons are in place.

4.5. Sourcing Committee Spend and Tier Structure

4.6.        Delegation of Authority

The Delegation of Authority for Purchase Requisitions is as follows:

• If the amount is ≤ USD 500: Low purchase, there is no need of a PO and approval is required the procurement manager
• If the amount is >$500 to =<$1,000 a PO is needed, and approval is required by SCM Senior Manager
• If the amount is >$1,000 to =<$50,000 a PO is needed, and approval is required by CFO
• If the amount is >$50,000 and above a PO is needed, and approval is required by the CEO

5. Tender procedures and Process

A Tender process represents the manner in which approval for a spend value is obtained.

Where a Tender is to be followed as required in terms of this process, the process flow presented in the diagram below serves as a process guideline.

Figure 1: Tender Process Flow

This process will not be deemed necessary where the supplier has a GFA/local contract and agreed pricelist and when the value is equal or below $50,000, in that case the Procurement manager/SC Snr Manager will present the details of the supplier to the Sourcing Committee. Where necessary the terms of the GFA may be modified/amended for local conditions, and an in-country contract signed.

5.1.   Document Structure

This document provides an overview of the MTN Rwanda approach to issuing a Tender and is structured into the following main areas:

A.  Process:

This is further subdivided into:

1. Prepare RFP: This focuses on the requirements for completing a RFP document
2. Sign‐off: Before the RFP is issued the end‐user must approve the RFP

• Issue RFP: Issue the RFP to chosen suppliers through

1. Weighting Criteria: This section reflects when the weighting criteria should be agreed and what it should include
2. Tender Evaluation: This section indicates the various stages of the evaluation process

Sourcing Committee Preparation: This section includes the constitution of the various Sourcing Committee and the preparation of the Sourcing Committee report

• Terms and definitions

RFI ‐ Request for Information

A Request for Information (RFI) serves to request information from industry in order to address or learn about a particular issue. A response to a RFI requires very specific information about the supplier, such as corporate information including financial records and technical capabilities. The RFI could be considered a litmus test to determine whether necessary services and goods are available in the market or the ability of a supplier to provide it.

RFQ ‐ Request for Quotation

Request for Quotation (RFQ) is used when the specifications and requirements are known, and price only is requested. Price is the determining factor in selecting a supplier. An RFQ will be used for non-contract items or when a Price book is renegotiated.

RFP ‐ Request for Proposal

Request for Proposal (RFP) is a request for suppliers to tender for a service or contract. All detailed requirements of the tender may or may not be known at the time of issuing a tender and responses are subject to negotiation. Price must be a factor in the award but not the sole factor.

NOTE: MTN proposals will only contain these three (3) terms.

• RFP Preparation
• Procurement will facilitate the RFP creation
• A standard RFP Template is included in the toolkit
• Procurement will, in consultation with the end‐user, select the team who will form part of the cross‐functional evaluation team (CFT)
• Ideally members will comprise of Procurement and the relevant stakeholder (technical representatives) and depending on the value of the Tender, Risk and Compliance and / or Legal
• This team will be responsible for compiling the Tender as well as the evaluation thereof

• A RFP Template will be sent to the end‐user who will populate it with the required

technical information and / or specifications

• The CFT should ensure that the relevant business areas provide input, including scope of work, specifications, volume forecast, anticipated delivery schedule,
• The Tender evaluation criteria to be used during the evaluation process should be contained in the RFP document. However, the percentage breakdown (weighting criteria) should not be disclosed as this should only be determined prior to the Tender Evaluation
• Local content objectives and compliance frameworks should be included which are specific to each market
• At this time a pro‐forma contract should be prepared by Legal for inclusion in the RFP document, including key commercial terms to streamline the negotiation process, Including:
  • proposed payment terms
  • advance payment guarantee

o performance guarantee

o currency of pricing and payment

5.4. Sign‐off from End‐users

• Once the RFP has been drafted Procurement will request sign‐off of the RFP and confirm that it represents the end-user’s interests

• The RFP document must be approved by: o Relevant Stakeholder
  • Legal Representative (when necessary)
  • Procurement

• RFP Preparation

The Tender document should be allocated a unique code before loading into an online platform (eSourcing), hardcopy submission or sent via email in case it is proved that there are enough reasons to run a tender outside the online platform

• Issue RFP to Chosen Suppliers
• The suppliers selected to whom the Tender will be issued are based past service delivery of the supplier
• The Tenderers selected for participation in the RFP, must be informed in writing, g. via eSourcing platform, email, post, newspaper e.t.c.

When issuing the RFP:

• A pre‐tender meeting may be held with Tenderers at the discretion of the CFT
• There should only be one point of contact with the Tenderers and the Procurement Manager1 should fulfil this role
• No other employee may communicate with the Tenderers during the Tender process in the absence of a Procurement Manager
• Tenderers must be requested to send questions relating to the RFP, in writing, to the Procurement Manager
• A Question and Answer sheet addressing all queries will be sent to all Tenderers
• The Tender Delivery List is sent to the receptionist to record when completed Tenders are delivered by Tenderers and placed in the tender box
• Procurement informs the receptionist of the process to follow when tenders are delivered by Tenderers
• Determine Weighting Criteria
• During this process, weightings are assigned to the evaluation criteria to ensure that a fair and holistic evaluation is performed
• The weighted criteria should be decided after the Tender is submitted but before it is opened for evaluation
• Not all evaluation criteria have the same level of importance, therefore it is essential to determine these weightings before the actual evaluation so that the evaluation process remains objective

5.8. Opening Tenders

• The Tender Opening Procedure involves both the official closing of the Tender on the Tender closing date as stipulated in the RFP as well as the actual opening of the shared Tender documents from Tenderers
• In case the tender is not issued through eSourcing, the Tender should be opened with Procurement, Risk and Compliance and /or the Legal Representative present (when necessary)

1 A Procurement Manager operates in the Strategic Sourcing department and is responsible for issuing RFI’s, RFP’s and in addition concludes contracts with suppliers.

• Evaluate Tenders
• During the process of evaluating tenders, corporate governance matters need to be adhered to for example declaration with respect to conflict of interest and non‐ disclosure requirements
• It is important to ensure that the evaluation team has appropriate representation from key stakeholders
• An evaluation template is provided as a reference guide
• A briefing session must be held with the evaluation team prior to the start of the evaluation to agree on the weighting criteria and the process to be followed when evaluating.
• Once the evaluation begins, neither the evaluation criteria nor the weightings used for the evaluation can be

5.9.1.   Interaction with Suppliers

• It may be necessary to clarify any queries relating to the RFP with Tenderers on the shortlist
• Short listed Tenderers may be required to do presentations to clarify Tenders
• Site visits to the premises of short-listed Tenderers may be required
• No liaison with suppliers is allowed during tender process, other than regarding the Tender and this will be initiated by the Procurement

5.9.2.  Negotiations with Suppliers:

• The required MTN Rwanda representation (Technical, legal, Financial etc.) must be

pre‐determined before negotiations are held with suppliers

• The scope of the team and the roles and responsibilities must be defined
• Assemble a suitable negotiation team to conduct the negotiation
• Pre‐determine the negotiation strategy and tactics
• Record the negotiation sessions for future reference

5.9.3.   Risk and Compliance Report

• It is recommended that Risk and Compliance be involved throughout the Tender process
• The role Risk and Compliance plays is to ensure that due process has been followed throughout the Tender Process and to ensure that the evaluation of the Tenders is done fairly and objectively against predetermined evaluation criteria
• Risk and Compliance documents the process followed and highlights any discrepancies or points for future learning

5.9.4.   Sign‐off of the Evaluation

• The recommendation to the Sourcing Committee must be signed off by the Procurement

Manager and end‐user

• The end‐user signs off that he has the budget available should the Tender be awardedThe

end‐user also signs off that he is happy with the process and that the

Tender was undertaken as a result of his request

• Other relevant stakeholders may also be called upon to sign‐off on the document i.e. Risk and Compliance

5.10.   Sourcing Committee

a.    Introduction

These terms of reference are based on the requirements of good Corporate Governance and are in line

with the Procurement Y’ello Book requirement for Sourcing Committee

b.  Objective of the Sourcing Committee (“The Committees”)

The overall objective of the Committees is to consider (within their respective thresholds) all MTN Rwanda procurement sourcing and ensure that the procurement of goods and services is commercially and legally sound and conducted in a fair, honest, transparent and equitable manner. Including

• Endorsement on supplier landscape/strategy based on alignment with Group Operations Committee (GOC) and/or relevant functional unit
• Making sure that the SoW is to the satisfaction of the business
• Confirming the balance and quality of the multi-functional evaluation team
• Identification of any apparent bias in scoring by the team or individuals
• Assurance that all commercial, legal and reputational risks have been identified and mitigated
• That the best of business ethics has been deployed during the sourcing process

c. Role of Committees

• To review and endorse (or reject) the procurement process on all MTNR sourcing activities as per thresholds.
• Ensure compliance to the uniform group sourcing culture to promote consistent sourcing practices in line with the values of
• Ensure that the local sourcing activity is fair, honest, equitable, transparent, competitive and cost-effective.
• Furthermore, the Committee would ensure the strict confidentiality of proceedings and correspondence on all sourcing activity and related
• Promote local empowerment in a constructive and sustainable manner thereby ensuring sound economic development in Rwanda
• To have Delegation of Authority over Operating Company Sourcing Committees for any sourcing activity it reviews (to eliminate duplication and delay).

d. Submission of tenders and contracts to sourcing committees

• All sourcing activity that meets any one of the following conditions must be submitted to the respective Souring Committee for approval of award
  • Total value of the Sourcing activity (budgeted, current baseline or award value) during the contract period meets the threshold as defined in the table 5.
  • Contract renewals or rollover which contracts leads to a financial commitment
  • Sourcing activity that will lead to a contract award with financial commitment of greater than 2
• If neither of the above conditions are met but due to exceptional conditions (suspected fraud / bias) based on recommendations from Risk and Compliance Function Head and/or Sourcing Committee at time of initial submission the sourcing activity can be presented to the respective Sourcing
• Award of sourcing activities based on existing price books (PBs) / Group Frame Agreements (GFA) and/or supplier landscape should be presented by round robin resolution to the Sourcing Committee that approved the original
• THE ROLE OF THE CHAIRMAN
  • Ensuring all Committee members have an opportunity to participate in discussions in an open and encouraging manner; and
  • Where a matter has been debated significantly and no additional information is being discussed to call the meeting to order and ask for the debate to be finalised and the motion to be

e.      Authority and powers of the committees

• The Committees will have access to any information they require to fulfil their respective responsibilities.
• The Committees must ensure that any legal matters that could have a significant impact on the Company’s business have been properly reviewed by the Head of legal and regulatory as part of the tender adjudication process. The Committees are authorised by the Board to obtain outside legal or other independent professional advice, as they consider necessary to enable them to achieve their
• The Committees will have due regard to principles of good governance and codes of best practice.
• The Committee will have due regard to principles of corporate governance and codes of best practice.
• The committee shall be able to request Risk and Compliance to audit and review any sourcing activity and related processes where they feel such a review is

f.        Meetings

• Meetings shall be held as follows;
• SC meeting will be Bi-monthly or as and when
• If there is no business to be discussed or tenders to be considered, the Committees shall not sit.
• A quorum for decisions will be made of listed sourcing committee permanent members and voting in person, by video or tele-conference.
• All substantive members of the Committees shall be required to sign a declaration of interest form before the start of a meeting. Any member declaring a conflict of interest shall recuse him/herself from decisions of the Committee and the Chairman shall make the final
• A Sourcing Committee invited member supporting the particular sourcing submission should recuse him/herself from the commercial discussion and final decisions when Tenders from their respective functions are presented to the Sourcing
• Only Sourcing Committee members, Procurement and Risk and Compliance shall be present during the presentation on the commercials of a tender
• The Chairperson may invite such executives and senior management as appropriate to
• All Committee members and attendees shall receive from the Secretary of the Committee, not less than three working days, or such less period as necessitated by the circumstances, prior to the meeting, a formal agenda, together with working documentation where necessary, to ensure adequate preparation and effective contributions at
• Communication to both successful and unsuccessful vendors will be as made no later than 24 hours (unless otherwise agreed by the Committee)
• In the absence of the Chairperson, another member of the Committee shall Chair the meeting of the Tier I Sourcing Committee while the Chief Financial Officer shall Chair the meeting of the Tier II Sourcing Committee and the Chief Executive Officer shall Chair the Tier III Committee.
• The Tier III Committee shall in the absence of the Chief Financial Officer elect a Chairperson from the members
• In the event that a member of any Committee has been personally involved in the business decision that gave rise to the recommendation to the Committee or having any interest direct or indirect, then such a member will have to recuse him/herself from the related discussion and decision. This recusal shall be
• The Secretary of the respective Committees shall maintain a bound record of each meeting containing minutes of the Committee’s proceedings and persons in attendance as well as submissions, which shall be signed by the Chairperson and Secretary of the
• The minutes of the meetings shall be made available by the Secretary for inspection by any Member of the Board of Directors, External Audit, and Group Procurement or Risk Management, and a summarised schedule of tenders awarded by the Tier I, II and III Committees shall be tabled at each audit committee

g.      Notification

1. Notification by the Committee relates to the confirmation/validation of internal decisions that have already been made which may bind the company externally vis a vis third
2. Notification will also apply to single vendor procurement if the decisions were taken by:
3. the Board;
4. Single Source Motivation signed CEO, CFO and respective functional Executive; and
5. the Executive

h.Round robin decisions

1. It is a good governance for the Committee to keep round robin decisions to a
2. A decision that could be voted on at a meeting may instead be:
   1. submitted for consideration to the members; and
   2. voted on in writing by the
3. A decision contemplated
   1. will have been adopted if it is voted in favour by all the members of the committee; and
   2. if adopted, has the same effect as if it had been approved by voting at a

i. General

The Board or Chief Executive Officer, in consultation with the Chief Financial Officer, Procurement and Legal, may from time to time amend these terms of reference.

j.Dissolution

The Tier I and Tier II Committees may be dissolved by a resolution of the Company’s Board while the

Tier III Committee may be dissolved by the Chief Executive Officer.

k. Review of the terms of reference

These Terms of Reference will be due for periodic review on annual basis as and when necessary to ensure that they remain relevant to the business objectives of the Company and the mandate of the Group Sourcing Committee and are up to date with legislative and regulatory requirements.

l.Approval of terms of reference

These Terms of Reference shall be approved by the Chairman of the MTN Rwanda Board and the Chief Executive Officer.

m.   Meeting Content (For All SCs)

The SC meeting content will consist of the following:

• Round Robin Ratifications
• New SC Submission(s)
• Previously approved SC Submissions that have deviations to original recommendation
• Updates of past Sourcing Committee Submissions (i.e. award details)
• Procurement Waivers (i.e. Single Source Justifications )
• Tender Submissions (if requested from past SC meeting)
• Contract Renewals
• Emergency Procurement
• Supplier Performance Management Report

NOTE: Stock POs that are sourced from approved vendors are exempted from the SC approval. However, they are required to follow the other normal sourcing process.

6. Finalising Contracts

When finalising the contract:

• Once the outcome of the Tender process is known, the unsuccessful Tenderers should be informed accordingly
• Legal should be involved while the terms and conditions are being agreed and must provide input and finalise the Contract
• The designated signatory according to the Delegated levels of Authority (DLA) will sign the Contract
• Procurement and the Legal department will keep copies of the contract
• The Contract is maintained by:
  • Ensuring that the successful Contract is communicated to the relevant people
• Updating the measurement and control process
• Adding to or updating the approved supplier list Starting the Contracts Management process

6.1.    Contracts

The tender process will normally conclude by awarding a contract to a supplier. MTN Rwanda makes use of the following types of contracts:

Committal

• A committal contract which stipulates the exact quantities to be bought with the said specification, scope of work, conditions, or services to be bought over a period of time. This type of contract obligates MTN Rwanda to buy exact quantities and services from the suppliers on agreed terms and conditions before the expiry of the contract or annually. i.e. Contract to build a site

Non‐Committal

• A non ‐ committal contract is a contract with no definite quantities or strict service delivery timelines or schedules to purchase. It does however obligate MTN Rwanda to buy certain quantities as forecasted with reasonable volumes or service expectation within the stipulated parameters as set out in the tender requirements. This contract will enable MTN Rwanda to purchase as and when required with agreed period of months or years. i.e. Contract to a supply handset, Simcards, scratch cards

Blanket Contract

• Blanket Contracts are agreements entered into with a supplier who will deliver repetitive goods and / or services during a specified period according to the pre‐negotiated terms. Blanket contract agreements are not in themselves a commitment to spend money, but the

subsequent purchase order is. These purchase orders are placed by the Procurement Department. An example of typical items covered by a blanket purchase order is stationery or cleaning materials, motor vehicle repairs, etc.

• At the end of each financial year Blanket contracts will be reviewed and where necessary renegotiated.
• No Purchase order relating to a Blanket Contract may be issued for multiple years or remain open from one financial year to the

Payment Process

Payment of invoices will be affected in a three-way matching processing, which means that the invoice has to be authorized and accompanied by a Goods Received Note (GRN)/Parcial Acceptance Certificate (PAC) or Final Acceptance Certificate (FAC) and copy of the purchase order.

7.   SUPPLIER SELECTION

When selecting a supplier, careful consideration should be given to the following aspects; which includes but is not limited to the following:

• TCO – All aspects included in the product life cycle from purchase to disposal
• Financial Stability‐ Is the supplier dependant on the MTN business or is it able to sustain itself
• Service Excellence – Does the supplier provide after sales service, guarantees, hand‐over to

local partners etc.

• Delivery – Is the supplier able to provide within the required time frame required by MTN. Is the partner dependent on an international parent company or is it a small business
• Quality – Does the supplier have quality control mechanisms in place, Zero defect programmes and inspection procedures
• Reference Checks – Conduct independent reference checks on the supplier to ensure that the details provided are correct

7.1.Local Empowerment

MTN Rwanda supports Local Empowerment because it recognizes that it has a role to play in the development of the community and is committed to assisting the local industry. Although MTN Rwanda is committed to assisting the local industry, value for money remains a key policy imperative. It ensures that MTN Rwanda achieves the best possible outcome for the amount of money spent over the total life cycle of the purchase. The total life cycle cost is also referred to as Total Cost of Ownership (TCO). This however, does not necessarily mean selecting a Tenderer based on the lowest price or local content alone. Should a supplier be Foreign, every effort should be made to ensure that a local partner is engaged. Where this is not possible, some elements of the agreement with a supplier may be set aside for local participation as maintenance or other value-added service.

7.2.Supplier Types

Goods and services should be purchased from an approved supplier. Qualification as preferred and approved suppliers require an understanding of the supplier in terms of quality controls, compliance with statutory legislation, Health and Safety and Environmental policies as well as financial viability.

7.2.1.     Approved Suppliers

The approved supplier list consists of all the possible suppliers, which MTN Rwanda could transact with to meet its identified needs and requirements for the particular spend area under review. These suppliers should have fulfilled the supplier pre‐qualification criteria and be registered on the database. The suppliers which do not meet MTN Rwanda’s standards and requirements will not attain Preferred supplier status but may remain on the database for future reference and will need to undergo a supplier development program before being considered for future Tenders.

7.2.2.     Preferred Suppliers

Preferred suppliers are those who are approved and have previously delivered good service to MTN Rwanda. The suppliers to whom RFI’s, RFQ’s or RFP’s are issued will generally be taken from the preferred supplier list but may include Approved suppliers as well.

7.2.3.     Strategic Suppliers

Strategic suppliers are those with whom partnerships or collaborations have been formed. These relationships will be nurtured and monitored to ensure continuation of a mutually beneficial relationship. The importance of this is the creation of open and transparent relationships between the supplier and MTN Rwanda Ltd. These suppliers are distinguished by the criticality of the goods or service supplied and the value of the business.

7.3.Supplier Database

Any supplier who wishes to conclude business with MTN Rwanda should be registered on the supplier database. Suppliers who are not registered on the database are not excluded from tendering but should ensure that they are registered and verified before the closing date of the Tender. However, it is preferable that Tenders are issued to Preferred Suppliers but may include Approved Suppliers as well. Suppliers who form a Joint Venture to submit a tender must be registered and verified before the closing date of the Tender.

7.4.Supplier Performance

The suppliers work history with MTN Rwanda should be captured on the Supplier Database. At the

end of a contract term the supplier’s performance should be rated.

GOOD: Indicates that the supplier’s performance was above average, and the procurement officer can recommend the supplier without reservation.

FAIR: Means the supplier’s performance was acceptable and nothing specific prohibits the

procurement officer from recommending its service

UNSATISFACTORY: There are some aspects of the supplier’s performance that was not up to the required standard. This does not mean that the supplier is blacklisted but serves to caution Tender evaluators that pertinent information about that supplier may be necessary when considering that supplier for future tenders. This rating mechanism will be instrumental in determining whether a supplier moves from being an “Approved” supplier to a “Preferred” supplier.

7.5.Supplier Payment

Suppliers will generally be paid 30 days or above from date of receipt of invoice unless agreed otherwise in writing.

The Finance department will assume all responsibility for the payment of suppliers, once the user Department has verified the goods and or service and sent a signed payment authorisation.

7.6. Effect of Blacklisting

Consistently unsatisfactory performance may provide motivation to blacklist a supplier.

8. Measurement

8.1. Introduction

Measuring the application of this Procurement methodology is essential to ensure standardization of the process across the operation.

8.2. Implementation of a Procurement Checklist

Upon implementation of the Procurement methodology the Internal Audit function will perform a risk-based audit on Procurement. This audit will form part of the Exco approved annual audit plan with the objective of providing independent assurance on the effective operation of key controls.

In preparation for the audit and as a tool for internal control, the Procurement Checklist below should be used as part of a control self-assessment exercise. The Procurement Checklist is a list

of minimum requirements which can be used to measure the successful implementation of the Procurement methodology.

The basics of the Procurement Checklist are as detailed in the table below:

8.3.  Reference Documents

• Procurement Checklist
• Code of Conduct
• Group GSSC yellow book

1.        POLICY APPROVAL

As a subsidiary of MTN Group Ltd, MTN Rwandacell Pie (“MTN Rwanda” or “MTN”) is party to a Management Support Services Agreement with MTN Group, under which MTN Rwanda receives various services and support from MTN Group. Through this arrangement, MTN Rwanda received MTN Group’s Conflict of Interest Policy for purposes of localising.

This Conflict-of-Interest Policy is a governance policy as defined in the MTN Group Master Policy, which was also adopted by the Operating Companies. Thus, the applicable policy approval process, which includes approval by the MTN Rwandacell Board of Directors, as set out in section 5.6 and Annexure B of the MTN Group Master Policy, must be applied.

2. DEFINITIONS AND ABBREVIATIONS

The definitions contained in this Conflicts of Interest Policy must be read with the definitions in the MTN Group Master Policy. General definitions and abbreviations which are applicable across all MTNGroup Policies are provided for in the MTNGroup Master Policy and only Policy specific definitions provided for in this Policy.

3.        INTRODUCTION

• MTN Rwanda’s reputation is based on integrity and trust, its business relationships and the delivery of products and services to its customers. In safeguarding these values, MTN Rwanda endeavours to uphold the highest ethical Standards and ensure compliance with relevant legislation in carrying out its business activities and fulfilling its obligations to
• The Policy arose as a safeguard against employees having personal or business interests that have the potential to influence the independence and objectivity of their decision making due to associations from which they may derive a
• Furthermore, the Policy does not seek to discourage employees from contributing to outside activities that have a benefit to society but to provide guidance for ethical conduct in relation to their obligations to

4.        PURPOSE OF THIS POLICY

• The purpose of this Policy is to:
• ensure that the propriety actions of all Employees are transparent;
• ensure compliance with the key principles and Standards set out herein;
• provide Employees with guidance and awareness on identifying, declaring and managing a Conflict of Interest;
• protecting MTNand its Employees from any Conflict of Interests; and
• to ensure compliance to regulatory and leading practice

5. SCOPE AND APPLICABILITY

• This Policy addresses MTN Rwanda’s position on compliance with ethical Standards in respect of any Conflicts of
• This Policy applies to all Employees of

6. POLICY STATEMENTS

• MTN recognises that the management of Conflicts of Interest is of high importance in promoting ethical conduct. The Declaration of Conflicts of Interest is therefore essential in protecting the integrity and objectivity of MTN’s decision-making process and strengthens confidence among Stakeholders in MTN’s business activities and its procedural and governance
• All disclosure made, and the register maintained in terms of this Policy will be treated as confidential and in accordance with the MTNGroup Privacy
• Any non-compliance or breach will be managed in terms of the Group Risk Escalation and Acceptance Policy and/or subject to MTN’s consequence management, as documented in the MTN Group Master

7. KEY PRINCIPLES

The key principles below are to ensure that any potential or actual conflicts of interest are identified and addressed effectively.

• The exercise of good judgment is always required by Employees and during all interactions with MTN’s Stakeholders. All Employees are obliged to act in the best interests of
• Employees have a duty to utilise all time and resources belonging to MTN for the benefit of MTN.
• Employees must avoid Personal Financial Interests which conflict or mayconflict with his/her professional duties and obligations to MTN, MTN’s business activities, and the best interests of MTNor its
• Recusal of employees/ directors from involvement in an affected decision-making process (e.g. procurement, recruitment ) should be enforced. However, care must be exercised to ensure that all affected parties to the decision know of the measures taken to protect the integrity of the decision-making process where recusal is adopted.
• It is not permissible for Employees to:
• conclude contracts or arrangements or receive or place business on behalf of MTN for his/her financial or personal gain;
• use his/her position or authority to influence or make decisions that lead to any form of financial or personal gain for him/herself, his/her Close Associates or Family Members;
• use his/her position to solicit investment in a business owned by him/her, his/her Close Associates or Family Members;
• use or disclose any information obtained from MTN which is not generally available to the public for personal gain for him/herself, his/her Close Associates or Family Members or for any reason other than for business purposes authorised by MTN;
• source or promote any commercial activities for a Third Party for financial or personal gain for him/herself, his/her Close Associates or Family Members;
• either for him/herself or as the agent of another person, solicit, coerce; interfere with, entice, or endeavour to entice any Employee of MTN to become employed in any business, firm, undertaking or company, directly or indirectly, in competition with the business carried on by MTN; or
• engage in any other conduct that may be construed or identified as constituting a Conflict of

8.DECLARATION OF INTERESTS

• The purpose of a Declaration is to provide information to Stakeholders about the relevant interests of Employees in ensuring proper governance, accountability and transparency. Declarable Interests that have the potential to influence the judgement, deliberation or actions of an Employee in his/her professional capacity, or which might be perceived by Stakeholders as such, must be declared. (Shareholding in listed companies of less than 1% would usually be excluded unless it has potential to influence judgement, deliberation or )
• All employees are required to attest whether him/her has a Conflict of Interest that him/her should declare or not. Where him/her have a Conflict of Interest to declare, the below will
• It is the responsibility of Employees to ensure that such Declaration remains current For the duration of their
• Employees are required to complete a Declaration in respect of any Declarable Interests, subsequent to the commencement of employment and before the end of January, on an annual
• All Employees have a responsibility of ensuring that Declarations are submitted, as follows:
• Employees, notwithstanding 8.4.2, must submit a Declaration to their direct line manager;
• The Board Directors must submit a Declaration to the Board and the Group Company Secretary, OpCo EXCO must submit a Declaration to the OpCo Company Secretary, who must submit to the Group Company
• The submission of Declarations in terms of 8.4, is to acknowledge that the Declaration has been submitted and does not constitute an approval of any Conflict or potential Conflict of
• Furthermore, Employees are required to make a Declaration in writing in respect of Conflicts of Interest as they become apparent and in the case of a previously approved Declarable Interest, where there has been a material change of circumstances in relation to that
• Where a candidate/Third Party is being considered for employment, contracting, procurement sponsorships, training, development or business ventures at MTN, an Employee who is a Close Associate or Family Member of the candidate must make a Declaration to this effect. An assessment is to be undertaken and, where applicable, approval shall be granted (see Clause 9).
• Without approval from MTN, no Employee who is a Close Associate or Family Member of the any candidate shall be permitted to be included in the interviewing and decision-making process of the candidate/Third Party and should recuse him/herself from such
• Employees entering into a business relationship with Third Parties must ensure that any Conflicts of Interest are declared accordingly before the conclusion of any agreements or commencement of negotiations with such parties.

9.ASSESSMENT AND APPROVAL OF INTEREST

• Where the Declarable Interest does not present a significant risk of reputational damage to MTN or other risk, approval must be sought by Employees to continue with an activity in relation to a particular Once approval has been requested, an assessment of the Declarable lnterest(s) shall be undertaken.
• The assessment of whether a Declarable Interest constitutes a Conflict of Interest entails a consideration of the impact of the interest on MTN’s reputation, the risk of financial loss, the risk of criminal or civil lawsuits and the potential of a breach of this Policy and MTN’s ethical
• This assessment will be coordinated by the Risk and Compliance department, in conjunction with relevant
• Approval will be Facilitated by the Risk and Compliance department, after completion of the
• The following one-level up approval matrix shall apply:
• EXCO, CEOs and members of the Board must obtain approval from the OpCo Board (or OpCo equivalent);
• Level 4 Employees must obtain approval from the CEO; and
• Level 3H Employees and below must obtain approval from their Head of Department.
• Any interest relating to Directors which emerges should be declared prior to the start of the Board meeting and noted in each meeting in line with the Company Secretary process.

10.MANAGING OF CONFLICTS OF INTEREST AND DECLARABLE INTERESTS

• It is always best to avoid a Conflict of Interest situation; Employees must avoid being in a position where there is a Conflict of
• If the assessment, referred to in 9 above, requires the conflict to be avoided, this must be done immediately. This can include ceasing dealing with a specific third party or reassigning the conflicted Employee from his duties with respect to the Conflict.
• Prior to the start of a meeting that involves an interest, be it declarable, personal or external financial interests, the potentially conflicted employee/director must declare their
• Upon declaration, the chairperson will decide if the conflict is of such a nature that the employee/director must be excused from the meeting in as far as the decision-making is concerned.
• Where the conflicted employee/director is the chairing the meeting, the chairperson must declare such conflict and recuse himself/herself from the meeting or decision-making
• If the assessment, referred to in 9 above, finds that the Conflict of Interest does not pose a risk or the conflict cannot be avoided, the line manager and the Ethics Officer must develop control measures to reduce any negative effect or risk. An appropriate reporting system which provides Feedback about the conflict, its possible negative effects and what has been done to reduce any possible effects by the Employee and line manager must also be agreed upon with the Ethics Office and
• The MTN Conflict of Interest Practical Guide will provide further understanding on managing Conflicts of interest. 

11.REFERENCED DOCUMENTS/RELATED POLICIES

• In addition to the documents referenced below, this Policy must be read in conjunction with the MTN Group Conduct Passport, Group Risk Escalation and Acceptance Policy and Master Policy, which sets out the principles and related activities to provide guidance on minimum standards with which compliance is mandatory.

ANNEXURE A – ROLES AND RESPONSIBILITIES

All Employees are required to log any potential, perceived or actual Conflicts of Interest to First Line Management in a one up principle, as well as inform the Risk and Compliance department. The onus is on every Employee to comply with this Policy. Should any individual be uncertain as to whether they are in a conflicted situation, for example- whether the offer they wish to make or the offer which has been made to him/her, or whether a particular action or omission amounts to a Conflict of Interest, then he/she should contact formally First Line Management in a one up principle, as well as the Risk and Compliance Department, or the relevant Line Manager immediately.

Senior Management of each Business Area in conjunction with their teams, must, on an ongoing basis, provide oversight and identify any actual or potential Conflicts of Interest which may arise within his or her area. These must be reported to the Risk and Compliance Department.

The Risk and Compliance department provides oversight with respect to the Conflicts of Interest register which is maintained by the relevant Line Manager and/or specific mandated functions. This Conflicts of Interest register must be reviewed periodically by Senior Management to determine whether conflicts already identified are still valid, whether the mitigation strategies in place operate effectively and whether there are any new or potential conflicts that may have arisen since the last review.

The Risk and Compliance department is to disseminate a report to the OpCo Audit and Risk Committee on all interests of Employees that have been recorded as Conflicts of Interest. The report is to include recommendations regarding any measures to be implemented in respect of the management of existing Conflicts of Interest.

1. POLICY APPROVAL

This MTN Rwandacell Limited (MTN R) Anti-Bribery and Corruption Policy is a Governance Policy as defined in section 7.3 of the MTN R Master Policy. Thus, the applicable Policy approval process, as set out in section 5.6 and Annexure B of the MTN R Master Policy, must be applied.

2.  DEFINITIONS AND ABBREVIATIONS

The definitions contained in this MTN R Anti-Bribery and Corruption Policy must be read with the definitions in the MTN R Master Policy. General definitions and abbreviations which are applicable across all MTN R Policies are provided for in the MTN R Master Policy and only Policy specific definitions provided for in this Policy.

3.  INTRODUCTION

• MTN R understands that Corruption severely damages fair market competition and is a threat to the development of our society, economy and
• In recent years we have seen an unprecedented increase in the number of fines imposed, imprisonment of senior executives and big corporate names making the headlines due to Bribery and
• MTN R is committed to conducting its business in an ethical, transparent, accountable and fair manner, in compliance with the legislation and regulations of the jurisdictions in which MTN R operates and the rules and requirements of the stock exchanges that it is listed

4. PURPOSE OF THIS POLICY

The purpose of this Policy is to formally communicate MTN R’s stance towards the prevention of Bribery and Corruption and to provide guidance on recognising and dealing with Bribery and Corruption issues.

5. SCOPE AND APPLICABILITY

• This Policy applies to all Employees .
• This Policy also applies to Third Parties.
• Where appropriate the provisions of this Policy should be included within the relevant Third Party contracts.

6.POLICY STATEMENTS

• MTN R is committed to fair dealing when conducting its business and strives to always act with due skill, care and diligence. MTN R adopts a zero tolerance attitude towards Bribery and Corruption or any other associated act within the public or private
• MTN R shall apply its best efforts to prevent Bribery and Corruption. The term “best efforts” means taking, in good faith, all reasonable steps to achieve a culture of
• EXCO and the Board acknowledge that they set the tone at the top and maintain the overarching responsibility for ensuring that an entrenched value system exists within MTN R when it comes to Bribery and
• In order to prevent Bribery and Corruption, MTN R must ensure that the appropriate due diligence procedures are applied to any prospective Third Party and a risk based approach should be considered in order to ensure compliance with the relevant
• At no time will MTN R require a Third Party to make payments on or behalf of MTN
• Any non-compliance or breach will be managed in terms of the MTN R Risk Escalation and Acceptance Policy and/or subject to MTN R’s consequence management, as documented in the MTN R Master

7. KEY PRINCIPLES

The key principles below articulate the general prohibition in respect of Gifts, Hospitality and Corporate Expenses, Facilitation Payments, Political Donations, Charitable Donations and Sponsorship, Third Party due diligence and procurement practices.

7.1.General Prohibition

• MTN R prohibits the offering or receiving of a financial or other advantage, either directly or indirectly for the purpose of an undue benefit or to bring about or reward improper or tainted decisions, from any person or company, regardless of whether they are a Government or Public Official, private person, company or anyone acting on MTN R’s behalf.

7.2.Gifts, Hospitality and Corporate Expenses

• All Gifts or Entertainment must be granted or accepted according to the principles set out in the MTN R Gifts, Hospitality and Entertainment Policy which makes provision for limits, approval requirements and requires all gifts to be declared within a Gift The onus rests with Employees to familiarise themselves with the MTN R Gifts, Hospitality and Entertainment Policy.
• Special care must be taken when dealing with such Government or Public Officials. Government or Public Officials are likely to be subjected to strict internal requirements from the organisation to which they
• MTN R shall:
• avoid one-on-one engagements with any Government or Public Official;
• ensure that engagements take place at official places of business and that minutes are documented; and
• ensure that any Gifts or form of Entertainment provided, is appropriate, declared and authorised by the relevant

7.3. Facilitation Payments

• MTN R operates in an ethical manner and prohibits any type of Facilitation or
• In the event that an Employee is directed to make a Facilitation Payment due to the immediate threat of physical harm, the payment should be made and the details surrounding the payment should immediately be reported to senior management and Risk and

7.4. Political Donations

• All Political Donations made by MTN R must be in line with MTN R’s ethical principles and standards as set out in the MTN Political Donations
• All Political Donations made must be reported to the Remunerations Committee on a quarterly

7.5. Charitable Donations and Sponsorships

• As part MTN R’s role as a responsible corporate citizen, corporate sponsorships and charitable donations (including MTN Foundation) are encouraged to be
• Employees must take note of the following when it comes to dealing with charitable donations and sponsorships when acting on behalf of MTN R:
• a charitable donation or sponsorship is prohibited from being used to disguise any act or intended act of Bribery or Corruption. It may also not be paid directly, or in cash, to an individual or to any Third Party fundraisers;
• all potential charitable donations or sponsorships must be tested against the general principle, in that, it does not appear to place customers, Third Parties or Government or Public Officials under any obligations to provide a donation; and/or
• a register of all charitable donations and sponsorships contributed by or to MTN R must exist at MTNR and must be reported quarterly to the Board Audit and Risk Committee, where The Company Secretary, is to monitor and maintain this register.

7.6. Procurement Practices

• MTN R shall conduct all procurement in a fair and transparent manner. Where it is reasonably suspected that a specific Third Party offers or receives bribes, MTN R will avoid and discard any further dealings with such Third Party, and may terminate any agreement where bribes have been confirmed.
• Procurement documents will include a declaration of interest and anti-corruption

7.7. Third Party Due Diligence

• The engagement of Third Parties must be made on the basis of quality, service, price and availability, within the parameters of MTN R’s Policies, Procedures and any applicable laws and
• A due diligence initiative should be conducted, when the need arises, especially when engaging with a Third Party. MTN R must ensure the following information is obtained when performing a due diligence on a prospective Third Party:
• information relating to ownership, the corporate structure, the date and place of incorporation, the names of the officers and directors and a brief history surrounding the Third Party;
• information relating to the Third Parties ownership and interests in other organisations;
• any business, government or political affiliations of the Third Party;
• any business or financial references that are capable of verification;
• audited financial statements from the past two years, alternatively unaudited accounts certified by Senior Management;
• the standard terms of business, if any, should be requested together with instructions that will be required for payment of invoices;
• legal disclosures regarding any involvement by the Third Party in insolvency proceedings, criminal convictions or investigations and civil litigation (this includes any previous, pending or potential cases);
• local market rates should be obtained for the goods or services to be supplied and compared with the quoted rates from the Third Party;
• information relating to any PIP screening done on the Third Party;
• credit rating of the Third Party from a reputable commercial source;
• information debarred or restrictive parties lists to confirm if the Third Party or individual does not appear on any local, national or international listing of restricted parties (pursuant to trade regulations imposed by the US, UK or other nations) or of organisations debarred from bidding (e.g. Work Bank);
• media or internet search for feedback, testimonials, evidence or allegations of

previous illegal or unethical conduct; and/or

• searches on ABC
• The due diligence Process must be completed before the relationship with the Third Party is entered into and all stages of this Process must be documented and retained in accordance with applicable data protection laws and Policies.
• Due care and heightened vigilance must be applied when dealing with Government or Public Officials and Third Parties in highly volatile

8.  REPORTING OF BRIBERY AND CORRUPTION ISSUES

• All Employees and Third Parties who wish to remain anonymous, may call the MTN fraud hotline on 37283 or send an email to anonymous@tip-offs.net. (MTN Rwanda has its own internal reporting structure that they follow, please therefore refer to Risk and Compliance Department for further information).
• The fraud hotline is outsourced by MTN R to an external company to ensure anonymity of the caller. The external company is only obliged to report the incident MTN R and shall not divulge the identity or personal details of the caller unless the caller requests that his or her identity be made known.

9. REFERENCED DOCUMENTS/RELATED POLICIES

• In addition to the documents referenced below, this Policy must be read in conjunction with the MTN R Conduct Passport and Master Policy, which sets out the principles and related activities to provide guidance on minimum standards with which compliance is

ANNEXURE A – ROLES AND RESPONSIBILITIES

1. Board of Directors and CEO

The overall responsibility rests with the Board and the CEO to ensure that ABC control measures are implemented within MTN R.

2. EXCO

It is the responsibility of EXCO to ensure compliance with, and the execution of, this Policy within their relevant jurisdictions, operations and/or business units.

3.Board Audit and Risk Committee

The role of the Board Audit and Risk Committee is to:

• provide governance and oversight in terms of the execution of this Policy and ensure that the MTN R is compliant;
• review reports confirming any instances of Non-Compliance with this Policy; and
• escalate any reported issues concerning Bribery or Corruption to Group Fraud Risk Management and/or the GRC&CGC.

4.Risk and Compliance

It is the responsibility of Risk and Compliance to:

• implement and ensure that this Policy is annually reviewed and updated;
• implement and maintain a framework for reporting, recording and investigating occurrences of Bribery and Corruption;
• investigate, where necessary, reports of Bribery and Corruption in line with the MTN R Fraud Risk Management Framework;
• provide training and guidance on Bribery and Corruption and other high risk related matters; and
• report any issues of Non-Compliance to the Board Audit and Risk Committee, where appropriate.

5.Internal Audit and Forensic Services

It is the responsibility of Internal Audit and Forensic Services to serve as an assurance function on the execution of this Policy as well as to investigate any breaches received. Upon

conclusion of the investigation, the results will be distributed to the MTN R, CEO, Board Audit and Risk Committee, Risk and Compliance and the General Manager Risk and Compliance where appropriate and applicable.

6. Group Human Resources

Human Resources is responsible for:

• facilitating and supporting training on ABC; and
• ensuring that all new Employees receive ABC training which should include an introduction to the Just Say No Toolkit

7.Employees

Employees are required to raise their concerns and report any wrongdoing within the workplace to their immediate line manager, if their line manager is not available, they should escalate the report to the next level of management or to the Risk and Compliance Department. As a last resort, the matter should be escalated to the Forensic Audit Department or to any Executive.

Employees should also take note of the following when performing their duties, they should:

• exercise the highest standard of care, honesty and integrity in their daily duties;
• ensure that they are compliant with this Policy and that they adopt a zero tolerance approach towards Bribery and Corruption; and
• assist and co-operate in all investigations into Bribery and

8. Third Parties

It is the responsibility of every Third Party to:

• comply with this Policy; and
• assist and co-operate in all investigative and preventative actions surrounding Bribery and

ANNEXURE B: RED FLAGS

Below is a list of Red-flags relating to Bribery and Corruption that may be encountered at MTN Rwandacell which may raise concerns. This list is not exhaustive and is intended for illustrative purposes only. If any Employee encounters any of these Red-flags, the issue must be reported in conjunction with the reporting methods set out in the Whistleblowing Policy:

• an Employee becomes aware that a Third Party engages in, or has been accused of engaging in, improper or unethical business practices;
• an Employee learns that a Third Party has a reputation for paying bribes, require bribes to be paid to them, or has a reputation for having a “special relationship” with local or foreign Government or Public Officials’;
• a Third Party insists on receiving a commission or due payment before commencing with their duties (i.e. before committing to sign up for a contract with MTN or whilst carrying out a government function or process for MTN);
• a Third Party requests payment to be made in cash;
• a Third Party requests that payment is made to a geographic location which is different from where the Third Party resides or conducts business;
• a Third Party demands lavish Gifts or Entertainment prior to commencing with contractual negotiations or contractual provisions of service;
• a Third Party requests that a payment be made to ‘overlook’ potential legal violations;
• a Third Party requests some form of advantage to a friend or relative. Advantage may be an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory, monetary, financial or personal advantage;
• an invoice is received from a Third Party which appears to be non-standard or customised;
• a Third Party requests that a payment be made to a shell company and/or an offshore banking account;
• MTN has been invoiced for a commission or fee payment that appears larger when compared to the service provided;
• MTN R receives a request for commission which is larger than what is stipulated in the relevant MTN R contract;
• a Third Party requests or requires the use of an agent, intermediary, consultant or supplier that is not typically used by MTN R;
• an unusually generous Gift or lavish hospitality is offered by a Third Party;
• MTN R receives a payment request to be made in the name of someone who is different from the entity named in the relevant MTN R contract;
• a request is received for the backdating of documents; and/or
• it appears a situation is not transparent which may include improper payments, (e.g. where certain parties are involved in deals where roles are unclear, or where decision making appears to be illogical)

1.              POLICY APPROVAL 

This MTN Rwandacell Limited (MTN R) Gifts, Hospitality and Entertainment Policy is a Governance Policy as defined in section 7.3 of the MTN R Master Policy. Thus, the applicable Policy approval process, as set out in section 5.6 and Annexure B of the MTN R Master Policy, must be applied.

2. DEFINITIONS AND ABBREVIATIONS

The definitions contained in this MTN R Gifts, Hospitality and Entertainment Policy must be read with the definitions in the MTN R Master Policy. General definitions and abbreviations which are applicable across all MTN R Policies are provided for in the MTN R Master Policy and only Policy specific definitions provided for in this Policy.

3.              INTRODUCTION

• It is generally understood that Gifts, promotional material and hospitality expenses are reasonable and necessary business expenses which are aimed at improving the image of the organisation and/or establishing cordial relations with customers and Third
• However, Gifts and hospitality expenditure is an area that may be susceptible to abuse and misuse, if not carefully controlled. It is recognised that such expenditure or benefits received may be intended to be or even perceived to be a Bribe
• MTN R has a legal and reputational responsibility and in line with the BRIGHT strategy, to ensure that it maintains an objective relationship with customers and Third Parties and is not influenced by an Offer or an Acceptance of Gifts, the provision or receipt of Entertainment or the payment of expenses. It is therefore important that Employees of MTN R do not Offer or Accept Gifts or Entertainment or incur expenses which may improperly influence their judgement in relation to business transactions.

4.PURPOSE OF THIS POLICY

The purpose of this Policy is to provide the requirements with respect to the Offer and Acceptance of Gifts and Entertainment by Employees and to ensure that Employees are protected against any actual or perceived conflict of interest which may arise out of such Offer and Acceptance.

5. SCOPE AND APPLICABILITY

• This Policy applies to all
• This Policy also applies to Third Parties contracted by MTN
• Where appropriate the provisions of this Policy should be included within the relevant Third-Party contracts.

6.POLICY STATEMENTS

• MTN R is committed to fair dealing when conducting its business and strives to always act with due skill, care and MTN R adopts a zero-tolerance attitude towards fraud, Bribery, Corruption or any other associated act within the public or private sector.
• No Employee may Accept any Gift, Entertainment, hospitality or form of gratuity from any Third Party of MTN. Similarly, no Employee should Offer any Gift or gratuity to Third Party without the required
• Any non-compliance or breach will be managed in terms of the MTN R Risk Escalation and Acceptance Policy and/or subject to MTN R’s consequence management, as documented in the MTN R Master

7.KEY PRINCIPLES

The key principles regulate the offer and acceptance of Gifts, Entertainment and hospitality to and from customers, Third Parties and Government or Public Officials. It also provides guidance on the offering of Corporate Political Contributions.

7.1. Unacceptable Gifts

• MTN R adopts a “No Gift” stance except in instances provided for in paragraph 2.
• The receipt of certain types of Gifts, Entertainment and hospitality are not permissible, these include, but are not limited to:
• Any Gift of cash or cash equivalent (e.g. Gift certificates, loans, stocks, stock options, bonds or items of redeemable value);
• Gifts which are Offered, where there is an expectation or a desirable outcome that is required in return;
• Gifts which resemble services or other non-cash benefits;
• “Adult” Entertainment, or any sort of activity involving lewd behaviour; and
• Gifts which are provided frequently, considered to be lavish, appear to have improper values or create an inappropriate
• There are certain types of behaviour which MTN R considers as unacceptable and are never permissible, these include, but are not limited to:
• Persuading another Employee to be employed at a Third-Party organisation, which is considered to be in direct or indirect competition with MTN R;
• Allowing a Third Party, with whom they have a business relationship with, to influence his/her work practice and/or decisions; and
• Accepting Gifts from Third Parties during the pre-engagement or disengagement stages of a procurement process or during a specific
• In the event that an Employee is or becomes aware of a Third Party who has a financial interest in an agreement, such information must be disclosed to MTN
• All Employees of MTN R must ensure that particular care is taken when engaging with a Government or Public Employees must ensure that they avoid discussions which may be construed to be a Bribe and ensure that the appropriate authorisation is obtained in the event of an Offer or Acceptance.

7.2. Acceptable Gifts

• In order to strengthen business relationships, some Gifts are considered Acceptable whilst others are not. If a Gift is considered as Acceptable, an Employee is allowed to Accept it, on condition that such Acceptance should be once off every three (3) months i.e. an Employee shall be allowed to only Accept one Gift every three (3) months from a Third
• As an exception to the “No Gift” Policy, an Employee may Accept a corporate branded promotional Gift which has the value of USD50, on the following conditions:
• the Offering of the Gift is transparent, infrequent and is performed within the ordinary course and scope of business;
• the receipt of such Gift does not create an obligation on an MTN R Employee nor does it influence a decision or provide an undue advantage to the person giving the Gift;
• there is no legal or regulatory restriction relating to the Acceptance of such Gift;
• there is no doubt on an Employee to Accept such Gift; and
• the Gift is recorded accurately in the Gifts, Entertainment and Hospitality
• An Employee is allowed to Accept a Gift which consists of perishable or non-perishable items on condition that such Gift:
• must be shared with other Employees; or
• may be distributed to a charitable organisation, used within internal competitions or used in other Employee recognition programs at the discretion of the Line
• In order to maintain favourable business relationships, an Employee may Accept an invitation from a Third Party to any local events provided that he/she obtain permission from his/her Line Manager. This form of Acceptance must be recorded in the Gifts, Entertainment and Hospitality Register.
• Testing Devices received from original equipment manufacturers or Third Parties is considered to be property of MTN R and thus:
• only Employees involved in testing of the device will be allowed to receive such device;

and

• the Business Area who receives such device shall maintain a register detailing the testing devices that were
• Only upon prior written confirmation from the Executive or the Head of a department, shall an Employee be entitled to Accept Entertainment, which includes the attendance of sporting or cultural events, provided that:
• the Entertainment is associated with fostering a legitimate business relationship and is provided for in the normal course of business;
• it does not violate any of the Third Party’s rules, Policies or procedures and cannot be construed to be a Bribe; and
• due to its nature, such Entertainment is considered to be continuous event, which will not bring disrepute to MTN R’s
• An Employee will be allowed to Accept a ticket from a Third Party for an oversees sporting event provided that prior written approval is obtained from the General Manager of Risk and Compliance or the Any Hospitality related to the event, which includes the allowance of flights and accommodation shall not be Accepted by an Employee.
• In the event that an Employee is required to travel to an out-of-town business meeting which is to be held with a Third Party, all expenses accumulated from such travel will be borne by MTN R.
• An Employee will be allowed to Accept a discount from a Third Party, if it is a discount which is often made available to all
• In some instances, Third Parties may be requested to sponsor MTN events. Such requests:
• are subject to approval from the EXCO;
• must be made to Third Parties who have an existing contractual relationship with MTN R in order to avoid the creation of an expectation of a reciprocal reward;
• must not commence during the engagement or disengagement of the procurement processes; and
• must under no circumstance include a cash request by MTN R from a Third Party in order to sponsor the

7.3. Gifts from MTN R to customers and Third Parties 

• Except as otherwise indicated, no Gift exceeding USD200 may be Offered or Accepted to a customer or Third Party. Any Gift which falls between the values of USD200 to USD750, are subject to approval in accordance with the process outlined in Annexure ‘A’.
• Gifts of cash or cash are never appropriate and may under no circumstances be Offered by MTN R Employees to Third
• Gifts and Entertainment should not be Offered in circumstances which exist, where there is a direct or indirect intention to influence, or Bribe Third Parties.
• Employees are discouraged from Offering Gifts, Entertainment or any other preferential treatment to a customer or Third Party unless it is an inherent part of their job or the Gift is part of, or flows from, an action consistent with an approved business practice and is sanctioned in line with the delegation of
• In addition to the above, Employees must take steps to understand the customer’s, and/or Third Party’s policy on Accepting Gifts, hospitality and to observe, at all times, the customer or Third Parties requirements in this
• When dealing with Government or Public Officials, MTN R must ensure that particular care should be exercised when dealing with such individuals.

7.4. Gifts Offered which exceed USD200

• Any Gifts which exceed USD200 shall only be permitted in the event of extraordinary circumstances. Examples of such exceptions are outlined in Annexure ‘A’.
• Any approval required for such exceptions will be:
• recorded in the Gifts, Entertainment and Hospitality Register in detail;
• shared with the Company Secretary; and
• communicated to the EXCO and the Remunerations

7.5. Reward/Loyalty programs by MTN R

• Entertaining and rewarding key customers or Third Parties is a significant part MTN R’s business strategy. Entertainment will only be Offered to key customers or Third Parties:
• as a reward for loyalty to MTN R;
• as part of a formal and strategic incentive, or a recognition programme that has been approved in advance by the CEO;
• to a manager at an appropriate level as per clause 6.2; and /or
• the CEO will be responsible for identifying potential recipients for such

7.6. Gift Declaration

• All Employees must ensure that they attest to declarations in accordance with the process and form set out in Annexure ‘B’. The declaration must made prior to the Acceptance of a Gift from a Third Party and no later than three (3) calendar days after he/she has been made aware of such
• All Gift declarations shall require the approval of Line Management in the following circumstances:
• In terms for Level 3H and below – approval is required from the General Manager; and
• In terms of Level 4 (General Manager) and above – approval is required by the CEO or the functional Executive.

7.7. Gifts, Entertainment and Hospitability Register

• Management responsible for each Business Area must ensure that a Gifts, Entertainment and Hospitality Register is implemented and maintained, and that all Employees are made aware of, and have access to, the relevant
• The Gifts, Entertainment and Hospitality Register will be maintained by each department and the Company Secretary will be responsible for
• The Gifts, Entertainment and Hospitality Register must be submitted to the Company Secretary on a monthly

8. REFERENCED DOCUMENTS /RELATED POLICIES

• This Policy must be read in conjunction with the MTN R Conduct Passport and Master Policy, which sets out the principles and related activities to provide guidance on minimum standards with which compliance is

ANNEXURE A – ACCEPTANCE OF GIFTS AND HOSPITALITY

Offering of Gifts and Hospitality

Approval Matrix for Exceptions to the value of > USD200 and USD750

All exceptions will be required to form part of a quarterly report which is to be presented to both Group and EXCO as well as the Group and Remunerations Committee

ANNEXURE B – GIFT DECLARATION PROCESS AND FORM

1. In order to ensure that any form of Gift or Entertainment is regulated within MTN R, each Employee must ensure the following:

• All Gifts must be appropriate, declared and authorised by completing the requisite form which can be found on the HR online system. All Employees must ensure that ALL Gifts, whether they are Accepted or declined are declared by the relevant line
• In the event that HR online system is not accessible, Employees must complete a manual declaration form which is included in Annexure ‘C’.
• An Employee will be responsible for the initial estimation of the value of the For the purposes of measurement, the market price on the Acceptance date will be used to assess the value of the Gift. This is based on the principle of what the recipient would have paid on the open market.
• All Gift declarations must include the following details:
• The date that the Gift was Offered, Accepted or given to a Third Party;
• The name and the title of the recipient and the organisation of the recipient in the event that the receiving party is a Third Party;
• The circumstances involved in the offer, giving, or receiving of the Gift;
• A detailed description of the Gift including its current market value and the basis for the valuation;
• Whether there is any relationship; official or otherwise between the Employee and the source; and
• The approval for receiving the Gift where

MTN Rwandacell Limited Gifts, Hospitality and Entertainment Policy

ANNEXURE C: MANUAL GIFT DECLARATION FORM

Please ensure that all gift declarations are made in accordance with the latest Gifts Policy. Should you not be familiar with the policy, please request a copy from your local Company Secretary.

NB Note that registers should be maintained on monthly basis and signed off by the CEO on a quarterly basis as evidence of their approval. Registers should be provided for consolidation purposes to Company Secretary on a monthly basis.

ANNEXURE D – ROLES AND RESPONSIBILITIES

1. MTN R Board

• The Board of Directors and by extension the subsidiary boards are ultimately responsible for ensuring that an appropriate structure and process is in place to manage the Acceptance, receipt and giving of Gifts effectively.

2. Remunerations Committee 

• This Committee is responsible for reviewing the adequacy and effectiveness of internal control processes specifically relating to functions governing ethics risk, which would incorporate this specific

3. MTN R Risk and Compliance

• Risk and Compliance will be required to conduct periodic reviews to provide independent assurance on this Policy and to ensure that risks are being appropriately assessed, managed and
• Risk and Compliance must ensure that contraventions of this Policy are investigated and must ensure that they support the Human Resource and Company Secretarial department in creating awareness with respect to this Policy.

4.MTN R Company Secretary

• The Company Secretary shall:
• ensure that Employees understand and comply with this Policy;
• review declarations in order to identify trends and the quality of information submitted;
• submit on a quarterly basis, any significant Gift declarations and the Gifts, Entertainment and Hospitability Register to the MTN R Company Secretary;
• submit Gift declarations bi-annually to the Remunerations

5. MTN R Human Resources

• Human Resource department must liaise with Company Secretary to provide the relevant

6.Line Managers

• It shall be the responsibility of the Line Manager to:
• identify instances where Gifts have been Offered or Accepted by individuals within theirarea of responsibility and advise the Company Secretary accordingly;
• manage the Offering and Accepting of Gifts in accordance with this Policy;
• reject any Gift declaration that is prohibited in terms of this Policy and include reasons for such rejection; and
• seek advice, or support from the Company Secretary

1. POLICY APPROVAL

This is a Governance Policy as defined in the MTN Rwanda Master Policy. Thus, the applicable Policy approval process, as set out in Annexure B of the MTN Rwanda Master Policy, must be applied. Furthermore, as a subsidiary of MTN Group Ltd, MTN Rwandacell Plc (“MTN Rwanda” or “MTN”) is party to a Management Support Services Agreement with MTN Group, under which MTN Rwanda receives various services and support from MTN Group. Through this arrangement, MTN Rwanda received MTN Group’s Whistleblowing Policy for purposes of localising.

2. DEFINITIONS AND ABBREVIATIONS

The definitions contained in this MTN Rwanda Whistleblowing Policy must be read with the definitions in the MTN Rwanda Master Policy. General definitions and abbreviations which are applicable across all MTN Rwanda Policies are provided for in the MTN Rwanda Master Policy and only policy-specific definitions provided for in this Policy.

PREAMBLE

To the rest of the world, each of our actions represent MTN and we do our best to
conduct our business ethically to uphold the reputation of our brand. Our
sustainability depends on each of us accepting personal responsibility for doing the
right thing.
MTNer’s and associated parties are often in a good position to identify concerns
regarding misconduct or breaches of any MTN related policies and procedures or any
applicable law. Share your concerns promptly and honestly. We know it takes courage
to come forward and share your concerns.
MTN provides a conducive environment for confidential and anonymous reporting to
ensure no retaliation of any kind against anyone who makes a good faith report about
possible misconduct or legal violations. Regardless of who you report to, you can be
confident that you are doing the right thing, and that your concerns will be handled
promptly and appropriately.

3. INTRODUCTION

Speaking up and reporting concerns

• MTN is committed to the highest levels of ethics and integrity. MTN is also, committed
  to conducting its business in an ethical, transparent, accountable and fair manner, in
  line with our values and mission, and in compliance with the legislation and
  regulations of the jurisdictions in which MTN operates, including the rules and
  requirements of our stock exchange listings.
• We have a zero tolerance for bribery and corruption and are committed to ethical
  conduct. As such employees and as associated parties are encouraged to speak up
  when they see any conduct that violates laws, regulations or internal processes.

4. PURPOSE OF THIS POLICY

• The purpose of this policy is to encourage employees and associated parties to speak
  up and report conduct which they, in good faith, believe violates laws, regulations, or
  internal processes.

This policy aims to:

• encourage you to feel confident in raising serious concerns at the earliest
  opportunity and to question and act upon concerns about any unethical work
  practices;
• ensure that you understand your responsibility for reporting concerns;
• provide avenues for you to raise those concerns and receive feedback on any
  action taken;
• ensure that you receive a response to your concerns and that you are aware
  of how to pursue them if you are not satisfied;
• reassure you that you will be protected from possible reprisals or victimization,
  if you with reasonable belief have made any disclosure in good faith.

5. SCOPE AND APPLICABILITY

This policy applies to MTN Rwanda, all MTN OPCOs, all MTN staff and relevant
stakeholders including the following:

• all operations and subsidiaries in which the MTN Rwanda owns majority share
  or has management control;
• all officers, directors, employees and representatives of the entities referred
  to above, whether permanent, temporary or on contract, in all territories,
  regions and functions;
• service providers, suppliers and contractors acting on behalf of MTN and/or
  supporting MTN services;
• entities with a minority shareholding and joint ventures where management
  services are provided;
• All engagement with stakeholders irrespective of the context or objective.

The scope of this policy:

• is intended to cover concerns that fall outside the scope of other procedures
  and therefore does not replace a procedure that enable you to lodge a grievance
  relating to your own employment.
• does not relate to any customer queries that should be directed via the
  customer care channels, unless these customer queries directly relate to
• disclosures of any transgression by an MTN employee impacting MTN.

6. POLICY STATEMENTS

• MTN encourages employees and associated parties to speak up and report conduct
  which they, in good faith, believe violates laws, regulations, or internal processes.
  Employees and associated parties may report concerns anonymously. No concern is
  too small to report. We encourage you to speak up promptly and raise questions and
  issues honestly, no matter how difficult or sensitive.
• MTN acknowledges the courage it takes to come forward and share your concerns
  and therefore applies a no retaliation policy nor permit retaliation against anyone
  who raises questions or concerns about possible misconduct or legal violations to us
  or a government authority in good faith.
• MTN is committed to ensure confidentiality regardless of who you report to. There are
  several ways to raise issues, if you believe that a law may have been or could be
  violated, consult with the Rwanda Risk and Compliance or Rwanda Legal immediately.
  For other matters, you can talk to your direct line manager or another member of
  management or contact Human Resources.

7. KEY PRINCIPLES

SAFEGUARDS

Protection and Confidentiality

MTN undertakes to protect its employees and associated parties against any
occupational detriment or retaliation where:

• the disclosure was made in good faith, and employees and associated parties
  believed, at the time of the disclosure, that the information or allegation
  contained therein was substantially true;
• the disclosure was not made for the purposes of personal gain or malicious
  intent; and
• the disclosure was made in accordance with the reporting procedures
  prescribed in this policy.

MTN endeavours to take all necessary steps and precautions to protect and keep
confidential:

• all disclosures or transgressions reported to the MANCO/OpCo IAFS, direct line
  management, executive management or the whistleblowing facility; and
• the identity of employees and associated parties reporting conduct or
  concerns, including implicated individuals and/or third parties.

MTN offers reasonable personal protection to employees and associated parties and
persons living in the same household of the reporting employee/associated party,
should the need arise. This will be determined and authorised by the MTN Rwanda
Executive Internal Audit and Forensic Services.

As required by MTN, and where no other legal permissible prohibition exists, any
employee or associated party reporting conduct or concerns are required to abide to
confidentiality of information in terms of any disclosure or transgression reported to
MTN and via the whistleblowing facility.

Non-retaliation policy

• MTN strictly prohibits retaliation of any kind against anyone for reporting or
  supplying information about violations or potential violations of MTN’s related
  policies or procedures. As an MTN employee, you are safe from retaliation.

Protection against retaliation

• MTN strictly prohibits retaliation of any kind directed against an employee who
  reports an issue or concerning conduct. In turn, an employee who know or suspects
  that retaliation has taken place must report this information immediately. All
  occupational detriment or reprisals in breach of this policy, detected or reported, will
  be investigated by MANCO/OpCo IAFS. Acts of retaliation against a whistleblower in
  violation of this policy will be subject to disciplinary action, up to and including
  termination of employment
• Any investigation into allegations of potentially unethical, unlawful or unsafe conduct
  and practices will not influence or be influenced by any disciplinary or redundancy
  procedures that may already affect you. Neither will any of these procedures be
  stopped, temporarily or otherwise, as a result of reporting concerns.

Untrue / false reporting

Any concerns reported should be made in good faith. In the event that it is determined
that allegations have been made frivolously, maliciously or for personal gain,
disciplinary action may be taken. Any of the following actions will result in disciplinary
action, up to and including termination of employment:

• filing a report that is knowingly false;
• filing a report that is intended to threaten or damage an employee’s reputation;
  or
• taking any action against another employee that is considered retaliation.

Reporting – People support

When you have a question, problem or a concern, in most cases, your line manager
should be the first point of contact.

Whistleblowing Facility

• To ensure anonymity and confidentiality, MTN has acquired the services of an
  independent external service provider in the provision of a whistleblowing facility on
  behalf of MTN.
• This provides a secure platform in which employees and associated parties may
  report concerns anonymously. All reports are treated anonymously and confidentially
  unless the reporting employee or associated party provides express consent of their
  identity to made known.

What to report?

Employees and associated parties are encouraged report or receive information
about conduct or concerns which they, in good faith, believe violates laws,
regulations, or internal processes. Any serious concerns on or about any aspect of
MTN business or conduct of employees and associated parties can thus be reported
under this policy. This may include conduct that is:

• unlawful, fraudulent, corrupt; or
• against, or fails to comply with MTN guidelines, procedures, values, policies,
  codes of conduct, legal obligations; or
• falls below established standards of work practice; or
• amounts to improper conduct; or
• constitutes sexual, physical or emotional abuse of employees/associated third
  parties as defined in the MTN Rwanda Anti – Harassment and Discrimination
  Policy; or
• endangers the health and safety of any individual; or
• a miscarriage of justice; or
• unfair discrimination as defined in the Employment Equity Act and Promotion
  of Equality and Prevention of Unfair Discrimination Act; or
• an attempt to cover up any of the above.

Although you are not expected to prove beyond doubt the truth of an allegation, you
will need to demonstrate that there are reasonable grounds for your concern raised.
Include any proof that you may have to support the allegation (e.g. communication
records, invoices, etc). If you are in possession or aware of any other evidence and
where it can be located, the details should be provided to assist with the investigation.

MTN is committed to ensuring that all complaints are managed in a confidential and
non-discriminatory manner. A guidance note in the form of a whistleblowing
procedure has been developed on the process and escalation protocol when dealing
with complaints or when an employee or associated party comes forward, whether
directly to MTN management or anonymously through the whistle blower facility. For
more details on the whistleblowing procedure, see “Annexure A” and “Annexure C”.

8. HOW MTN WILL RESPOND?

• The response of MTN will depend on the nature of the concern raised and taking in
  account the whistleblowing procedure (see “Annexure A” and “Annexure C”).
• Initial enquiries will be made to determine whether an investigation is appropriate and
  if so, what form the investigation should take. Some concerns may be resolved by agreed action without the need for investigation. If an allegation requires
  investigation, MTN will complete a full, fair, objective and prompt investigation.
  Investigations conducted by Rwanda Internal Audit and Forensic Services or relevant
  OpCo, or by independent third parties on behalf of MTN, will be performed in an
  ethical manner and in compliance with the law and applicable MTN policies.
• All employees of MTN are obligated to cooperate fully with investigations and to
  promptly, completely and honestly comply with all requests for information,
  interviews or documenting during the course of the investigation.

Where appropriate the matters raised may:

• be investigated be internally by Internal Audit and Forensic Services;
• be referred to the relevant police service;
• form the subject of an independent inquiry.

Precise action such as feedback and interaction with the whistle blower (either
through the whistleblowing facility or directly should you identify yourself) will be
determined on a case-by-case basis, especially if doing so would breach on a duty of
confidence that MTN owes to another party , or if it is necessary to avoid prejudice in
the prevention, detection or investigation of a criminal offence.

9. POLICY COMPLIANCE

• Any disciplinary proceedings emanating from a breach of this policy shall be dealt
  with in accordance with the MTN’s Rwanda Disciplinary Code and Procedure
• Where an employee is suspected of breaching the policy, an internal investigation
  may be undertaken and, depending on the outcome thereof, disciplinary proceedings,
  civil and/or criminal legal action may be taken against the offending employee(s).
• Any non-compliance or breach of this policy maybe subject to MTN’s consequence
  management, as documented in the MTN Rwanda Master Policy.
• In the event that the OpCo is unable to comply with the provisions set out in this
  Master Policy or in a particular Rwanda Policy, the Dispensation Template set out in
  Annexure (E) in the Master Policy should be completed and submitted for approval to
  the Rwanda Policy Owner.

10. DOCUMENT CONTROL

• This policy may be reviewed annually or as may be required for compliance purposes
  and to maintain its relevance and applicability. Business and/or legislative
• Any reviews to this policy shall accordingly be facilitated by the policy owner(s).
• It is the sole responsibility of the policy owner(s) to ensure that any approved policy
  changes are accordingly communicated to the various stakeholders using the
  applicable channels.
• If the policy is not reviewed, within the specified time frame, then the provisions of the
  policy shall remain operational and applicable until the policy is next reviewed.
  requirements may necessitate more frequent review(s).

11. REFERENCED DOCUMENTS/RELATED POLICIES

In addition to the documents referenced below, this Policy must be read in conjunction with
the MTN Rwanda Conduct Passport and Master Policy, which sets out the principles and
related activities to provide guidance on minimum standards with which compliance is
mandatory.

ANNEXURE A – ROLES AND RESPONSIBILITIES

1. CEO, Executive Management and Line Management

• It is the responsibility of the CEO, executive management and line management to
  ensure compliance and implementation of this Policy in their relevant OpCo’s or
  business areas.
• Executive and line management should familiarise themselves with the obligations
  contained within this Policy and ensure that they comply with this policy in respect of
  any disclosure or transgression, by a whistleblower, reported to themselves.
• Executive and line management are responsibility for taking steps to create and
  maintain an ethical organisational culture in which employees and workers can blow
  the whistle without fear of retaliation.

2. Rwanda Risk and Compliance (or the OpCo equivalent)

2.1 It is the responsibility of Rwanda Risk and Compliance (or the OpCo equivalent) to:

• implement and ensure that this Policy is annually reviewed and updated;
• provide training and guidance on Whistleblowing related matters; and
• report any issues of non-compliance to the RC&CGC or the OpCo Audit and Risk
  Committee, where appropriate.

3. Whistleblowing Facility

• If you wish to speak up and report conduct which you, in good faith, believe violates
  laws, regulations, or internal processes, but given the seriousness and sensitivity of
  the issues involved and/or who is suspected, you do not want to report to your line
  manager or any other MTN representative, you are encouraged to use the
  whistleblowing facility.
• The whistleblowing facility shall receive and record as much information as possible
  relating to a disclosure made via a call, or review and record of any information
  provided via email or the website by an individual.
• The independent operator can field calls and/or written information supplied. The line operators will use an MTN-specific format that would address the needs of MTN.
  Specific questions related to complaint or information provided will be asked by the
  line operators. This will include (a) date of incident; (b) incident location; (c) description
  of incident; (d) nature/type of allegation; (e) how the incident observed or identified;
  (f) estimated loss or damage to MTN; (g) details of implicated individuals; (h)
  understanding if there is a threat to your personal safety, or do you fear victimisation/
  retaliation as a result of making this report; (i) did anyone attempt to conceal this
  incident. The line operators will prepare a confidential report detailing the information
  and provide it securely to MTN. You can use the unique reference number to follow up
  on the reported matter or to provide additional information
• The whistleblowing facility of the independent operator guarantees all callers
  anonymity, in that no caller identification exists, although calls are recorded and
  stored for quality purposes. This is a specific contractually bound relationship that no
  release of caller identification, including voice recordings, will be provided to MTN. The
  whistleblowing facility will receive calls and/or correspondence on an anonymous
  basis, or where the caller/information supplier wants to be identified on that basis,
  with specific reference to obtain information relevant to reporting fraudulent and
  unethical behaviour of MTN employees or associated parties.
• A report will be prepared, in a prescribed format, recounting the disclosure received.
  All personally identifiable information will be removed to ensure anonymity.
• The external service provider will issue a report relating to the disclosure to the
  authorised individuals of the MANCO / IAFS teams.

4. MTN Internal Audit and Forensic Services (IAFS)

• It is the responsibility of MANCO IAFS authorised individuals to evaluate the reports
  received from the external service provider and determine the path of MTN IAFS
  escalation in line with the MTN Anti-Fraud and Zero Tolerance Policy.
• It is the responsibility of MTN’s IAFS to inform the whistleblower (through the
  whistleblowing facility where relevant) within 21 days after the protected disclosure,
  of the decision
• to investigate the matter and, where possible, the timeframe of the investigation;
• not to investigate the matter and the reasons for the decision; or
• to refer the disclosure to another person or body.
• It is the responsibility of MTN’s IAFS to review the adequacy and effectiveness of
  internal control processes relating to functions governing Whistleblowing
  incorporated in this Policy.
• MTN’s IAFS is also responsible for the independent review, vetting and investigation
  of all Transgressions and disclosures received from line management, executive
  management or the Whistleblowing Facility.
• MTN’s IAFS must ensure that the identity of the whistleblower is protected at all times
  and in the event of reprisals against a whistleblower, investigate and recommend
  disciplinary actions against breach of this Policy.
• A quarterly report will be submitted to the MTN RC&GCC covering the number of
  reports received, the status of the investigation and/or action taken if so required by
  MANCO IAFS.
• Similarly, OpCo IAFS will submit a quarterly report to the respective OpCo Audit and
  Risk Committee covering the number of reports received, the status of the
  investigation and/or action taken if so required by the OpCo IAFS.

ANNEXURE B – METHODS OF COMMUNICATION – MTN WHISTLEBLOWING FACILITY

MTN acquired the services of an independent external service provider, to facilitate the
whistleblowing line on behalf of MTN. The whistleblowing facility will be known and advertised
internally as the MTN Whistleblowing Hotline “Tip-offs Anonymous”.
Disclosures can be made to Tip-offs Anonymous by utilising any of the following methods of
communication, 24 hours a day, 7 days a week, and 365 days a year:

Email Address:	anonymous@tip-offs.net
Website:	https://www.tip-offs.com
Free Post:	Tip-off Anonymous Free Post KZN 138 Umhlanga Rocks 4320 KwaZulu Natal South Africa
Call number:	37283 (For Rwanda)

Critical information to be considered when a disclosure is made, or a transgression is reported
to the whistleblowing facility:

• What is the suspicion or alleged wrongful acts?
• How is the whistleblower aware of this information?
• When did it occur?
• Where did it occur?
• How long has it been on-going?
• Is it still on-going?
• How often has it been occurring?
• Does the whistleblower have any documentary evidence related to the disclosure
  or transgression?
• Has the thistle-blower reported it before? If so, provide details.

If the whistleblower does not have all the relevant information as stated above, please
provide as much information as possible relating to the disclosure or transgression
reported as this will contribute greatly to the thorough investigation thereof.

ANNEXURE C – WHISTLEBLOWING REPORTING PROCEDURE

1. Reporting/disclosure of transgressions

1.1. If any employee, in good faith, reasonably believes or witnessed that there is, was, or
in future will be a transgression on the part of MTN or an employee then:

• the employee must, preferably, report the transgression to his/her direct line
  management;
• the employee can also report the transgression to:
• Employees, who wish to report or disclose any information relating to any
  transgression anonymously, may do so by means of the whistleblowing facility
  which allows reporting or disclosure via email, phone, free post or the website.

Managers are likely in the best position to understand your concern and take the
appropriate action. MTN management is committed to living up to high standards of
ethical behaviour. This means encouraging employees to ask questions, make
suggestions and report wrongdoing. Management must follow up on allegations of
wrongdoing that are brought to their attention and take appropriate corrective
action, including disciplinary and legal measures.

11.2. Additional people support resources for reporting concerns include:

• Human Resources
• OpCo Internal Audit and Forensic Services
• Manco Internal Audit and Forensic Services
• Rwanda Legal
• Rwanda Risk and Compliance

If any associated party seeks to report or disclose any information regarding any
transgression on the part of MTN itself or an Employee of MTN, they can directly
contact:

• the OpCo IAFS; or
• the MANCO IAFS; or
• the whistleblowing facility which allows reporting or disclosure via email, phone,
  free post or the website.

2. Whistleblowing facility

• A report will be prepared relating to the disclosure received and this will be forwarded
  to the authorised individuals within the related MANCO IAFS.
• In the event that a disclosure was made relating to one of the authorised recipients
  in the OpCo IAFS or an OpCo executive, the matter will be escalated to MANCO IAFS
  for perusal and review.

3. Acting on reported transgressions

• Any disclosure regarding a transgression made by an employee should be reported
  to the relevant OpCo IAFS for investigation, within 24 hours of the disclosure, and
  should not be investigated by direct line management or the OpCo executive.
• Direct line management or the OpCo executive should immediately escalate reported
  transgressions or disclosures to the MANCO IAFS, if such reports meet the following
  criteria:
• the incident implicates a member of EXCO;
  • the incident may cause serious reputational damage to the value of $100 000; or
  • the incident may involve or significantly affect other MTN operations
• Whenever a disclosure is made to the whistleblowing facility, a copy of the disclosure
  will be forwarded, in a report format, to the relevant OpCo IAFS for further
  examination or vetting after preliminary review by MANCO IAFS unless it implicates a
  member of OpCo IAFS
• It remains the responsibility of MTN’s IAFS to independently review and investigate
  all transgressions and disclosures received from direct line management, executive
  management and/or the Whistleblowing Facility.
• Any other concerns or transgressions, which do not fall within the scope of this Policy
  will be dealt with in accordance with all other relevant Policies or Procedures within
  the relevant MTN OpCo’s.
• MANCO IAFS reserves the right to escalate the transgression or disclosure, based on
  the nature and severity of the Transgression, to a reputable independent service provider or an independent commission after consultation with the functional Head
  of Forensics Services.

General Terms and Conditions

By signing this Subscription Agreement (the “Agreement”) between yourself, MTN Rwandacell Plc (“MTN”) and [Bank XYZ} (“Bank”), you, the undersigned identified buyer (“you” or “Buyer”), agree to purchase the phone (“the Device”), where the full repayment for the cost of the device is offset by a fixed monthly subscription to MTN Service Bundle (“Bundle Price”) over a period of 12 months (the “Tenor”), subject to the terms and conditions contained herein.

The Bundle Price of RWF 1,000 and RWF500 monthly quoted will be the committed sum payable each month for the duration of the Agreement and will not change unless you Default on your monthly repayments.

The Bundle Price covers your monthly repayment towards the cost of the Device, as well as a Data, Voice and SMS bundle service provided monthly by MTN, your network provider. Each month, you are required to make payment through MTN Mobile Money (“MoMo”) Account deductions equal to the Bundle Price. The deductions can be made daily, weekly, or monthly and the full monthly amount must be made prior to and/or on the required due date but not later than 1 day prior to the repayment anniversary date. With this agreement.

On the subscription anniversary date and following full subscription, MTN will provision the bundle for the following month.

The terms “We” or “Us” shall refer to MTN and/or the Bank.

Customer/ Responsible Party                                

Reference to “you” or “Buyer” means you are the individual and the customer on record. You understand and agree to be primarily responsible for and guarantee payment of any sums that become due under this Agreement. You are not allowed to sign on behalf of another individual, an organization, a business entity or government body and will be personally responsible for performance under this Agreement, if we subsequently discover the contrary.

Device Approval.

You hereby consent to provide any unique one-time password (“OTP”) approvals to the sales representatives/agents to facilitate the processing of financing for the Device.

Initial Payment by Customer. 

You shall make the first monthly subscription via your MoMo Account payment at the Point-of-Sale in MTN and partner Stores. This is a prerequisite to the application being approved. Where an upfront payment is required as a condition of the subscription plan selected, such payment will also be made via Momo Account at the Point-of-Sale.

Monthly Repayments.

Subsequent subscriptions will be made via the daily/weekly/monthly deductions from the MoMo Account of the equivalent amount equal to the monthly Bundle Price, prior to the subscription anniversary date.

On the monthly anniversary date, following full monthly subscription. MTN will provision the bundle offering – airtime, data and others for the following month. 

Under no circumstance would we be liable for any loss, expense or damage of any kind incurred by you due to non-compliance with this requirement.

Failure to subscribe shall result in the Device being automatically disabled by us. You will be able to enable your phone upon full payment of past due subscription amounts (please follow the instructions in the FAQ document attached to the Device pack).

Please note that the Bank reserves the right to report failure to repay to Credit Bureaus and any regulatory bodies or government institutions as applicable. All outstanding repayments will be collected by the Bank’s collection officers/agents and the Bank reserves the right to prosecute any customer for breach of contract.

Device Protection.

In the event of a theft, following presentation of required documentation to back up such claims of theft, the Bank will replace the smartphone with an equivalent smartphone at no cost to you. This phone replacement will however be limited to one occurrence in the 12-month contract period.

However, below insurance amortization rules will be applied:

1. in the event of phone replacement, affected customers will be requested to pay a percentage of:

• 20% for a device onboarded in MTN device financing in a period between 0-6 months
• 30% for a device onboarded in MTN device financing in a period between 7 Months to 12 months

1. in the event of broken screen replacement, affected customers will be requested to pay a percentage of:

• 20% for a device onboarded in MTN device financing in a period between 0-6 months
• 30% for a device onboarded in MTN device financing in a period between 7 Months to 12 months

Beyond this, you bear the entire risk of loss, theft, or damage to the Device from any cause during the term of the Agreement.

The bank reserves the right to close the open loan contract with the equivalent value cost of the lost device at the time of loss and reserves the right to offer the customer an upgrade when this clause is triggered.

E-signature.

You hereby declare that the signature below is your original signature, which is to be relied upon for the purposes of verifying the authenticity of electronic versions of your signature in documents. You also hereby declare that this record of your signature may be used for the purposes of verifying the authenticity of electronic signatures that are set out in agreements or documents as being the true representation of your written signature. It is your duty to notify us immediately in the event that you change your signature. We shall not be liable for any liabilities, losses or damages as a result of your failure to comply with this requirement.

Default.

You will be in default of this Agreement if any one of the following events (referred to as an “Event of Default”) occurs:

• you fail to subscribe to the bundle by the applicable due date;
• you are in breach of any covenant, representation or warranty in this Agreement;
• a bankruptcy petition is filed against you;
• Where you are unable to pay any other party in accordance with article 7 of the law No 075/2021 or 06/12/2021 relating to insolvency in Rwanda.
• you fail to disclose or provide false, misleading, or incorrect information in your application for device finance or during the Tenor of this Agreement;
• where you default in the performance or observance of any other term, condition or covenant or performance of any other obligation hereunder and such breach or default continues un-remedied within ten days of the receipt of a notice of the default, and
• you port your phone number in respect of the Device to a network other than MTN prior to the settlement of all your repayments.

Where you are in default under this Agreement, the outstanding balance of the Bundle Price for the remainder of the Tenor at the time will accelerate and immediately become due and payable. The Device will be disabled by us remotely and you will be unable to use the Device on any network. 

Remedies in the Event of Default.

Upon an event of default, we have the right to exercise any one or more of the following remedies: 

• disable the Device which will prevent you from using any of the device functionality;
• require you to immediately pay the outstanding unpaid amount financed;
• require you to pay us the costs of collection; and
• deposit enough funds in your Momo Account equivalent to the monthly Bundle Price and then follow the instructions in the FAQ document provided to you by the sales representative.
• deducting the outstanding unpaid amount from other phone numbers registered on the same national ID/Passport of your initial phone number used during MTN contractual agreement of in the MTN “Macye Macye”with banks.

Ownership of Device.

The Bank shall have legal ownership of the Devices until full and final payment by you to the Bank by payment of the Bundle Price when due. Legal title to the Device shall pass to you only after making full and final payment to the Bank including any charges in respect of the Device.

Non-Portability of Device

You hereby agree that you shall not port the Device phone number to another telecommunications network operator until you have fully discharged all your obligations to the Bank and MTN under this Agreement. Failure to comply will result in your phone being disabled by MTN.

Indemnity.

You are responsible for any and all liabilities, losses or damages, whether imposed on you or us, which are directly or indirectly attributable to you or any of your acts or omissions while the Device is in your possession. This provision shall survive the termination of this Agreement. To the extent permitted by law, you will reimburse us for any expenses we incur in connection with the defense of any claim or action you are responsible for under this Agreement including but not limited to, actual and reasonable attorney fees. 

Governing Law and Jurisdiction.

This Agreement and any claim, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by the laws of the Republic of Rwanda and referred to the courts of the Republic of Rwanda.

Additional Terms.

The Bank may, at any time, without your consent, assign or transfer this Agreement to an affiliate or third party. You may not assign this Agreement or any interest therein without the prior written consent of the Bank. We will check your credit record with a credit reporting bureau and your customer data records with MTN and you hereby consent to such processing, and you may not be able to purchase a Device under this Agreement if you do not meet the Bank’s applicable credit standards and criteria. 

Assignment and Disclosure of Information. 

You consent irrevocably to any future transfer and assignment by us of the loan, whether as part of a loan transfer scheme or otherwise. You also authorize us, that in the event of default, to disclose the outstanding balance due on the Devices and means of contacting you to credit reference agencies and collection agencies.  You also authorize us and Bank’s partners to process your payment transaction and other data as part of this agreement.

Customer Representations and Warranties.

You represent and warrant as follows:

• The information given to us verbally, via email or other electronic medium or in other form of writing as well as documents submitted in support of the Device financing are true, accurate and complete. You are solely responsible for the correctness of such information. We shall not be liable for relying on any documentation provided by you and also accept no liability for consequences arising out of any erroneous, incorrect or incomplete information supplied by you. If you suspect that there is an error in the information you have provided to us, you shall promptly inform us accordingly without undue delay. We will endeavor to correct the error whenever and wherever possible on a ‘best effort’ basis but shall have no liability arising therefrom.

This offer is subject to verification checks. In the event that your application is unsuccessful, your documents shall be returned to you.

Memorandum of Acceptance

I hereby accept the terms and conditions contained in this Subscription Agreement for Device Financing.

I have read and understood the statements above and my signature hereunder or the One Time Password (“OTP”) that I have given to the sales representative/agent represents my true and authentic consent and is evidence of my agreement to be bound by the terms of this Agreement between myself, MTN and the Bank.