Management teams across the group understand and apply the code and create and maintain awareness of the code and associated policies, such as the legal compliance, anti-bribery and anti-corruption, competition and whistleblower policies.

The group ethics officer, supported by segment ethics officers, manage the ethics performance in a manner that embraces its ethical culture, ethics awareness and creating a sustainable mature ethical culture.

Reference to the code is included in new employees' contracts and their induction process. Communication messages on key ethical risks, such as anti-bribery and anti-corruption, conflicts of interest, health and safety, fraud, diversity, competition, anti-piracy, social media, and gifts were distributed to all employees in accordance with our annual ethics training and awareness plan. The group engages in various initiatives, such as hosting webinars, messaging, training, awareness, third party due diligence, etc. to improve the broader operating environment and culture, and ultimately combat corruption. As part of the 'International fraud awareness week' in November 2022, the group hosted a webinar facilitated by an external presenter on the topic 'Speaking up for Ethics'.

The code applies to the recruitment, performance evaluation and reward processes. Management teams are required to monitor adherence to the code and apply a zero-tolerance approach to violations. Sanctions are in place and action is taken, when necessary, which includes prosecution to the fullest extent of the law when appropriate.

The code is also included in third-party procurement contracts of certain major subsidiaries. Contractors, agents, suppliers and consultants who work with any group company are expected to be aware of and adhere to the code and comply with group policies.

Management focuses on implementing the code, policies and procedures addressing key ethical risks, such as conflicts of interest, gifts, entertainment, travel, political contributions, bribes, fraud, money laundering and acceptable business conduct. The code stipulates that all employees have a duty to avoid situations that give the appearance of conflict between personal interests and the group's interests. Further, all contributions to organisations and/or events linked to political parties are approved in accordance with the approval levels set out in the code.

Ethics activities, as well as the current state of ethics are regularly monitored and reported on to the relevant governance structures that oversee the group's ethics management. Ethical breaches where allegations have been confirmed as substantiated or partially substantiated, following investigations conducted, are reported to the board's social and ethics committee. The social and ethics committee assumes responsibility for the governance of ethics by setting the direction for how it should be approached in the group, overseeing and reporting on business and group-related ethics, considering specific disclosures and best practice as recommended by King IV. Internal audit, forensic services and risk management functions support the social and ethics committee, and the group legal compliance and ethics officer, supported by the segment CFOs who act as ethics officers, report to the committee regularly.

The group ethics officer assesses the ethics opportunities and risks on a 12-18-month basis. The ethics risk assessments highlight opportunities related to ethics that can be further capitalised and provide a clear understanding of unethical behaviours and practices that could pose a significant risk. The ethics management plan is informed by the results of the ethics risk assessment and is designed to mitigate the ethics risks identified and to unlock ethics opportunities. Planning related to the ethics risk assessment is concluded, and the launch is planned for early FY24.

The group internal audit team conducts regular reviews of the ethics management process and reports independently to the audit committee in accordance with its audit plan. Findings are reported to the audit, risk and social and ethics committees and the board.

Anti-Bribery and Anti-Corruption

Our detailed group anti-bribery and anti-corruption policy stresses the importance of our commitment to combating bribery and corruption transgressions and stipulates the consequences of bribery and corruption for our business and broader society. The policy also deals with key risk areas, including facilitation payments, government officials, third parties, donations, sponsorships, gifts and entertainment. We comply with applicable anti-bribery and anti-corruption laws and regulations in the countries where we operate, as well as international anti-bribery and anti-corruption best practice.

We consider any violation of this policy to be extremely serious, and we thoroughly investigate any allegations relating to bribery or corruption. Any non-compliance with the policy results in disciplinary action, including dismissal and/or criminal proceedings. We conduct periodic (12-18 month) bribery and corruption risk assessments across our business to assess and enhance the effectiveness of our policy, procedures and controls.

In FY23 the group implemented a new group gift policy providing guidance to all employees on the standard of conduct required by them when giving and receiving gifts. Gift standard operating procedures (SOPs) have been developed for each segment, considering the unique nature of each business, the areas they operate in, different currency units, approval levels, etc. These SOPs provide step by step guidance to employees on the standard of conduct required by them when receiving gifts from third parties, offering gifts to third parties or internal gifting to employees. These have also been uploaded to the group policy share point and the respective segment policy portals and have been communicated to all segment employees.

The group developed a new online gift declaration share point through which employees declare gifts offered and received. The online gift portal automatically compiles group/segment gift registers. Business unit financial managers conduct quarterly reviews of all gifts offered and/or given in their respective business units and report any discrepancies to the group ethics officer.

The forensics function monitors the group's whistleblower facility, which is operated by Deloitte's Tip-offs Anonymous, and is available in English, Setswana, IsiZulu, Tshivenda, Sesotho or IsiXhosa. The whistleblower policy states that allegations are handled confidentially, can be made anonymously and that the whistleblower/s are afforded legal protection. Where appropriate, internal audit, forensic services and/or external forensic consultants investigate reported matters. Significant allegations and fraud are reported to the audit, risk and social and ethics committees.

Training

Ethics training is included in onboarding new employees, who are also introduced to the principles of the code and related policies, and relevant case studies are discussed. Ethics-related e-learning modules on the code and the whistleblower policy are part of the MultiChoice Academy platform, which is available to all employees. The e-learning training modules cover all employees (including part-time and contractors) and the effectiveness thereof is closely monitored. It is mandatory for employees to complete the ethics e-learning module every two years.

Training activities are executed in accordance with the annual training and awareness plan. The Gifts/ABAC online learning module was rolled out during November 2022 and 5 135 participants have completed it. The ethics online learning module was rolled out during March 2023 with participants having 60 days to complete it.

The outcome of the major ethics related training and awareness activities rolled out during the year were as follows as at 31 March 2023:

Ethics training

Online training activities – broken down by audience	Total	Governing body	Employees	Third parties
Anti-Bribery and Anti-Corruption/Gifts	6 110	6	6 090	14
Better Place to Work	3 386	4	3 368	14
Total	9 496	10	9 458	28

Online training activities – broken down by segment	Total	Governing body	Employees	Third parties
MultiChoice South Africa	6 346	5	6 313	28
MultiChoice Rest of Africa	2 486	4	2 482	–
Irdeto	664	1	663	–
Total	9 496	10	9 458	28

Performance and future focus