Conflicts of Interest Management Policy

Introduction
1. The General Code of Conduct for Financial Services Providers and Representatives (the “Code”) published in terms of the Financial Advisory and Intermediary Services Act, No. 37 of 2002 ("FAIS"), requires every Financial Services Provider ("FSP") to adopt, implement and maintain a Conflict of Interest Management Policy.
2. All Employees of Coronation Asset Management (Pty) Ltd ("CAM"), Coronation Investment Management International (Pty) Ltd ("CIMI"), Coronation Alternative Investment Managers (Pty) Ltd ("CAIM") and their Associates (together "Coronation"), must perform their duties independently and act in the best interests of Coronation's existing and potential clients ("Clients"). Accordingly, this Policy applies to all Coronation Employees.
3. Coronation has introduced reasonable mechanisms to identify Conflicts of Interest between:
4. In considering potential Conflicts of Interest, Coronation considers: (i) the structure and business activities of Coronation; and (ii) any proposed new business activities of Coronation.
5. Coronation is obliged to render unbiased and fair financial services to Clients. Accordingly, we must take all reasonable steps to avoid any business activities and/or practices that may create Conflicts of Interest between Coronation and Employee interests, and the interests of Clients. If it is not possible to avoid a Conflict of Interest, Coronation will take all reasonable steps to mitigate the impact as well as appropriately disclosing any such Conflict of Interest to Clients.
6. Defined terms not otherwise defined herein are listed in the Appendix.
Purpose of this Policy
The purpose of this Conflicts of Interest Management Policy is primarily to provide mechanisms for the identification and management of Conflicts of Interest that may arise in the rendering of financial services to Clients.
Sub-Categories of Potential Conflicts of Interest and Employee Conduct
This Conflicts of Interest Management Policy applies to all Employees and must be read together with the related policies listed below, some of which reflect specific categories of Conflicts of Interest:
Coronation has identified sub-categories of potential conflicts of interest which are typical in the business of investment management, as well as standards of conduct expected of Employees. These include those listed and summarized below, each of which has an associated written policy and processes, where relevant:
- Gifts and Inducements: Coronation must use reasonable care and judgment to fairly manage potential or actual Conflicts of Interest between itself and its Clients and between different Clients. Employees must not accept or offer any gift or inducement likely to induce business or influence any business decision. Consideration must be given to whether Employees can remain objective and whether an Employee’s integrity may have been, or be perceived to have been, compromised.
- Outside Interests and Personal Account Investing: In relation to Outside Interests, Employees are expected to devote the whole of their time and attention during normal business hours, and reasonable additional time as may be necessary, to fulfil their business function at Coronation. As such, Employees must avoid or disclose any actual or potential Outside Interests in a business or entity other than those within the Coronation Group. An Employee has an "Outside Interest" if that Employee is directly or indirectly involved in any employment, ownership, position of authority (including any directorships, trusteeships, or similar positions) or control of a business, external interest or entity. In relation to Personal Account ("PA") Investing, unless specifically excluded in the policy, an Employee engages in PA Investing if that Employee or a Related Entity (as defined), directly or indirectly, holds or makes a securities investment/disinvestment. The policy places various obligations on Employees including disclosure of all PA trades, obtaining pre-trade permission to trade and providing brokers notes and/or statements to the Compliance Department periodically.
- Insider Trading: Coronation must have effective procedures in place to prevent an Employee from engaging in insider trading (market abuse) or from encouraging any other person to engage in insider trading. Employees must be aware of their obligations under the Financial Markets Act, 2012. Coronation must notify the Financial Sector Conduct Authority ("FSCA") without delay if it has reasonable grounds to suspect that a transaction in a security or any derivative instrument related to such a security constitutes insider trading. We have processes in place for the disclosure of material non-public information in relation to a company as well as ensuring that no trades are permitted in securities of such company.
- Code of Ethics: At the heart of Coronation’s philosophy and behaviour is our commitment to Clients. We are conscious that it can take decades to build a track record and a reputation, and only minutes to destroy it. In all that we do, we bear this in mind and the knowledge that Client satisfaction is key to the sustainability of our business. In recognition of this, we have developed a Client Charter. The Client Charter, together with our Six Values, as described in the policy, defines our philosophy, values, and culture, and drives our behaviour.
  Coronation’s Code of Ethics is fundamental to the philosophy, values and culture of the Coronation Group. We strive to be leaders in promoting the highest standards of ethics and professional excellence. High ethical standards are critical to maintaining stakeholder trust in us, the financial markets, and the investment profession. By “stakeholders” we include the public, regulators, clients, prospective clients, shareholders, employees, colleagues in the investment profession, and other participants in the global capital markets. All staff are required to behave in a manner consistent with the principles espoused in this Code of Ethics.
- Order Execution: Coronation has a regulatory obligation and fiduciary responsibility to act in accordance with the best interests of its Clients when placing orders with stockbrokers for execution. Our order execution process is designed to achieve the best possible result, and not necessarily the best possible price, for every client order, on a consistent basis considering a range of different criteria. When we execute an order or transmit an order for execution on behalf of our Clients, we will, subject to any specific instruction from a Client, take all reasonable steps to obtain the best possible result using our knowledge, experience and judgment in light of the prevailing circumstances when the order is given.
- Research and Execution Costs: Coronation is required to act honestly, fairly, and professionally in accordance with the best interests of Clients. This includes acting in the interest of Clients and disclosing all relevant benefits received through Client brokerage. We are required to make efficient decisions, in the interests of our Clients, in relation to trade execution and the purchase of ancillary services such as research, and we are required to be accountable and transparent in the costs charged to Clients.
- Proprietary Trading: Coronation does not engage in any proprietary trading; and
- Whistleblowing: Coronation is committed to conducting business with honesty and integrity. Every Employee has a responsibility to disclose any actual or potential criminal, unethical or other irregular conduct in the workplace (collectively "inappropriate conduct"). Coronation has a responsibility to take all necessary steps to ensure that Employees who disclose such information, in good faith, are protected from any reprisals because of such disclosure. Employees are encouraged to report any inappropriate conduct to senior management immediately. All reports that are made will be treated confidentially. Coronation acknowledges that circumstances may exist in which an employee might feel more comfortable reporting anonymously. For this reason, Coronation has subscribed to an external service which enables Employees to report inappropriate conduct anonymously.
Mechanisms through which Coronation identifies and manages actual or potential Conflicts of Interest:
1. All Employees are required to report any potential or actual Conflicts of Interest to the 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 e.g. 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 the Compliance Department immediately.
2. Non-Executive Directors are bound by their obligations in terms of the Companies Act, No.71 of 2008, the King Code of Corporate Governance and the JSE Listing Requirements to comply with the requirements relating to Conflicts of Interest.
3. Every Department Head must, on an ongoing basis, identify any actual or potential Conflicts of Interest which may arise within his or her area. These must be reported to the Compliance Department. The Compliance Department maintains a Conflicts of Interest Register which is reviewed periodically 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.
4. The Compliance Department will investigate any potential or actual Conflicts of Interest to determine whether such conflicts are conflicts as contemplated in FAIS or any other applicable legislation. The Compliance Department, in conjunction with senior management, will determine whether such Conflicts of Interest are avoidable or unavoidable conflicts.
5. If a Conflict of Interest is identified as being avoidable, then Coronation will adopt the necessary internal procedures to ensure that the activity that gives rise to the avoidable conflict is avoided.
6. If a Conflict of Interest is identified as being unavoidable, the Compliance Department, in conjunction with senior management, will establish a strategy to mitigate the risk of such Conflict of Interest impacting negatively on Coronation’s ability to render fair and unbiased services to affected Clients.
7. Coronation will disclose any specific Conflict of Interest impacting a Client to such impacted Client, together with the mitigation strategy employed.
8. Employees are encouraged to make use of the anonymous “whistleblowing hotline” which is available to all Employees, details of which appear in the Whistleblowing Policy and on the Compliance & Risk Home Page.
Guidelines in relation to Financial or Ownership Interests
1. No Employee may accept/give a Financial Interest or Ownership Interest from/to a Third Party, other than an Immaterial Financial Interest (refer to the Gifts and Inducements Policy.)
2. Coronation may not offer any Financial Interest to an Employee which incentivizes such Employee to:
  - Give preference to the quantity of business over quality of service rendered to Clients;
  - Give preference to a specific product supplier if it is possible to recommend more than one supplier to a Client; and/or
  - Give preference to a specific product if it is possible to recommend more than one product to a Client.
3. No Employee may directly or indirectly refer any actual or potential item of designated investment business to another person on their own initiative or on instruction from Coronation, if it is likely to conflict with any duty that Coronation owes to its Clients or any duty which such recipient firm owes to its Clients.
Representative’s entitlement to Financial Interest
1. As consideration for providing services to Clients, staff designated as Representatives under FAIS are entitled to remuneration by salary and other benefits in terms of their contracts of employments.
2. No Employee may receive a Financial Interest that leads to a potential Conflict of Interest between the Employee and any Clients.
3. No Employee may be remunerated in such a way that encourages that Employee to contravene this Policy.
Roles & Responsibilities
1. The Compliance Department is responsible for monitoring Coronation’s adherence to the Conflicts of Interests Management Policy (as well as adherence to the policies relating to the identified sub-categories of potential Conflicts of Interests).
2. All Employees are required to declare on an annual basis that they have read, understood, and complied with the requirements of Coronation’s Policies.
3. This Conflicts of Interests Management Policy and related policies are reviewed annually by the Compliance Department and relevant Department Heads, and where necessary, updated to ensure that the provisions remain sufficient to identify, assess, evaluate and mitigate Conflicts of Interest.
Consequences for non-compliance
If any Employee fails to comply with the contents of this Policy or avoids same through any means, it will be regarded as a breach of his/her employment contract. This will potentially render the individual liable to sanction under both FAIS and Coronation’s disciplinary procedures.
Training of relevant Policies
All Employees must know and understand the Conflicts of Interest Management Policy as well as the policies relating to the identified sub-categories of potential Conflicts of Interests, to the extent relevant to their roles & responsibilities. Appropriate training will be provided to all Employees on a periodic basis.
Acceptance and Publication of the Conflicts of Interest
The Board has adopted this Conflicts of Interest Management Policy, which is available to all Employees on the Compliance & Risk Home Page

Appendix

Associate means in the case of a company, any subsidiary or holding company of that company, any other subsidiary of that holding company and any other company of which that holding company is a subsidiary.

The following entities are Associates of CAM, CIMI and CAIM:

Coronation Fund Managers Limited ("CFM"), the Coronation holding company listed on the Johannesburg Stock Exchange
Coronation Investment Management SA (Pty) Limited ("CIM") (100% held by CFM)
Coronation Management Company (RF) (Pty) Limited (100% held by CFM via CIM)
Coronation Life Assurance Company Limited (100% held by CFM via CIM)
Coronation Investment Services (Pty) Ltd (100% held by CFM via CIM)
Coronation Global Fund Managers (Ireland) Ltd (100% held by CFM via CIMI)
Coronation International Ltd (100% held by CFM via CIMI)

Conflict of Interest means any situation in which Coronation or an Employee has an actual or potential Interest that may, in rendering a financial service to a Client:

Influence the objective performance of Coronation’s obligations to that Client; or
Prevent Coronation or an Employee from rendering an unbiased and fair financial service to that Client, or from acting in the interests of that Client. Including, but not limited to –
a Financial Interest, an Ownership Interest, and any relationship with a Third Party.

Employee means an individual who has entered a permanent, fixed term or temporary contract of employment with Coronation.

Financial Interest means any cash, cash equivalent, voucher, gift, service, advantage, benefit, discount, domestic or foreign travel, hospitality, accommodation, sponsorship, other incentive or valuable consideration, other than training, that is not exclusively available to a selected group of providers or representatives, on:

Products and legal matters relating to those products;
General financial and industry information; and
Technological systems of a Third Party necessary for the rendering of a financial service, but excluding travel and accommodation associated with that training.

Immaterial Financial Interest means any Financial Interest with a determinable monetary value, the aggregate of which does not exceed ZAR1 000 in any calendar year in relation to the same Third Party in such calendar year.

Ownership Interest means:

Any equity or proprietary interest, other than equity or a proprietary interest held as an approved nominee on behalf of another person; and
Includes any dividend, profit share or similar benefit derived from that equity or Ownership Interest.

The following entities have an Ownership Interest in CAM, CIMI or CAIM: CIM (100% of CAM and CAIM); and CFM (100% of CIMI).

Third Party means:

A product supplier within the financial services industry
A financial services provider
Any other service provider which provides or may potentially provide services
All clients or potential clients for whom Coronation renders a permitted financial service
Securities issuers
An associate of any of the above.

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