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