Corporate Governance

Annual Report 2012

As part of the continued commitment to strong governance for sustainability, first adopted in 2004, the Group Code of Conduct sets out the principles of conduct that each individual throughout Group operations is expected to adhere to. In 2011, a revised draft of the Group Code of Conduct was presented to the management team and selected external stakeholders. Feedback received was incorporated into a final draft and the revised Code of Conduct disseminated to all TITAN Business Units in July 2012. It is an addition shared with business partners, such as contractors and suppliers.

The Group Code of Conduct was revised in response to an increased need for further cohesion following the Group’s growth into many countries, to meet more of our stakeholders’ expectations and as a tangible commitment to our values and engagement to continuous improvement. It was also updated to reflect the U.N. Guiding Principles on Business and Human Rights for implementing the U.N. ”Protect, Respect and Remedy” framework and the Global Compact.

A number of new areas were included in the Group Code of Conduct including references to: sustainable growth, insider trading, communication, confidentiality, group assets fair competition, financial and non-financial reporting, violations, raising concerns and a section entitled “Your Feedback Matters”. Areas enriched in the new Code include further elaboration on human rights, fair competition, compliance, bribery and corruption, gifts and donations, employee relations, relations with customers and suppliers and implementation of the Code.

Areas enriched, such as provisions related to bribery, for example, were presented at our operations in 2012 in Egypt, where local management and employees were encouraged to explore how these provisions could be best served, while also respecting diversity and multiculturalism within the Group. Engaging with employees and managers in this way, by seeking their feedback and inputs at the appropriate juncture in the policy-development procedure, is a key to ensuring buy-in and proactive participation since these are rules that are not unilaterally imposed from the outside or above arbitrarily, but genuinely seek to align best practices internationally with prevailing cultural and national business practices as well as the TITAN way of doing business.

Finally, the Group Internal Audit Department reports annually to the Board of Directors on the outcomes of internal audits including incidents of non-compliance with Group standards and principles