CODE OF

CONDUCT

VERSION 3.0 APRIL 2021

TABLE OF
CONTENTS
Introduction 3 Gifts from Business 28

Digicel Aims 5 Use of Company Resources and Assets 29

Environment, Health and Safety 9 Compliance with Anti-Trust Laws 30

Ethical Behaviour 11 Fraud and Anti-Corruption 31

Conflict of Interest 20 Anti-Fraud Guidelines 32

Confidentiality 23 Anti-Money Laundering Guidelines 34

Quality of Public Disclosures 25 Anti-Bribery Guidelines 35

Clear Desk 26 Whistleblowing Policy 40

Employees Work Areas 27

2
 Introduction

INTRODUCTION
Digicel believes in creativity and innovation, excellent customer Employees should have proper consideration for others
service with a drive for results. Digicel also believes in corporate privacy and for topics that may be considered objectionable or
social responsibility, accountability, whilst retaining effective inflammatory.
relationships and integrity.
We value clear, respectful, and professional communication in
Employees are expected to conduct themselves in an appropriate all of our business interactions. Ambiguous and unprofessional
manner in all aspects related to their work with Digicel. communications – whether oral or written – can harm Digicel.
Even well-intentioned communications can be misinterpreted.
Digicel prohibits employees from intentionally harming or Examples of communications include email, presentation
threatening to harm other employees, clients, business partners, materials, voicemails, text messages, and instant messaging, as
visitors or property belonging to any of these parties. No employee, well as content in social media and websites.
officer or director of Digicel shall commit an illegal or unethical act,
or instruct others to do so, for any reason.

3
 Introduction

All employees must:

• Be respectful and professional in all business interactions, and work related encounters
both internally and externally. As an employee of Digicel, you are an ambassador of the
company name, brand and ethos and as such must act in an appropriate manner both
internally and externally.
• Not bring the Digicel name into disrepute.
• Not intimidate or harass other employees.

4
 Digicel Aims

digicel

AIMS
Core Aims
Excellence in Service Integrity and Transparency
Our customers are at the core of everything we do at Digicel. We aim to communicate in an open and courteous manner,
We aim to build enduring relationships with our customers by listening to each other, regardless of seniority or position. We aim
understanding and anticipating their needs and by providing them to be honest and ethical in all our business dealings, starting with
with superior service, products, and value. how we treat each other and our customers. We aim to keep our
promises and admit our mistakes.
Effective Relationships
We aim to treat each other with respect and dignity and we value Professionalism and Accountability
individual and cultural differences. Recognising that exceptional All employees, regardless of age, are expected to display a
quality begins with people, we aim to give individuals the authority level of maturity, in line with their position. As such, employees
to use their capabilities to the fullest extent in the interests of must demonstrate accountability for their actions and must take
our customers and the Digicel Group. We aim to create an ownership for decisions made or dealings undertaken. Digicel
environment that fosters personal growth, continuous learning, employees are expected to protect and enhance the reputation of
and professional development for all Digicel employees. the relevant Digicel market in which they work or represent, and
by extension the reputation of Digicel Group as a whole.

5
 Digicel Aims

Creativity and Innovation Our passion for results is demonstrated when:

Creativity is fundamental for growth and since our foundation, • We recognise achievement and reward high performance.
one of our key aims has been to pursue innovation in all that • We respond to the needs and expectations of our customers
we do. We endeavour to contribute positively to the lives of our and stakeholders with urgency.
customers by recognising their changing needs and by providing • We strive to take affirmative action to achieve our goals and
products and services they value. With global competition in mind, exceed expectations.
we strive to further develop our markets, differentiate ourselves • We continuously learn and improve our performance.
from competitors and to make our innovative ways of working de • We share information and knowledge with our co-workers and
facto standards. partners for corporate benefit.
• We adhere to the highest standards of our professions and
Drive for Results adopt best practices.
Delivering results is the cornerstone of what we do. All employees
are focused on achieving business goals and objectives.

Conduct Business Transparently

One of our core aims is to conduct business transparently, and we put this into
practice by:
• Communicating clearly, respectfully, and professionally in business.
• Treating customers, suppliers, and others fairly.
• Acting as a responsible corporate citizen, respecting human rights,
and managing the impact of our business on the world around us.
• Keeping accurate financial and other books and records.

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 Digicel Aims

Corporate Social Responsibility

Digicel has a reputation as a responsible corporate company. Violence and Anti Harassment
Our actions through our Foundation and various community We prohibit, in any form, threats or acts of violence and abuse
involvement activities demonstrate our long-standing passion against colleagues, vendors, suppliers, customers, or others.
for the communities in which we live and work. For us, corporate If you become aware of a threat or act of violent or abusive
responsibility means achieving business success in ways that behaviour in or near the Digicel workplace, notify management of
demonstrate respect for people and the planet and uphold the the details of the act or threat immediately. Managers who receive
values and high standards of ethics expressed in our principles such information should immediately notify Security and/or Human
and our policies. Resources as appropriate.

Digicel intends to be a leader in encouraging education and We are committed to providing a workplace free of harassment
enhancing the communities in which we do business. We do this in any shape or form based on personal characteristics such as
by challenging ourselves and others to continuously improve, race, colour, religion, gender, sexual orientation, national origin,
inspire, and strengthen our communities, as well as enabling ancestry, age or disability. We strongly disapprove of and do
technologies that improve the lives of people around the world. not tolerate harassment in any shape or form of employees by
managers or colleagues. We must treat colleagues, customers,
We demonstrate respect for people and the planet and ask all suppliers, vendors and others with dignity and respect.
our employees to consider the short and long-term impacts to
the environment, customers, employees, communities, and
all other members of the public and the community when they
make business decisions. In all our activities, we need to uphold
Digicel’s reputation as a role model for socially responsible
behaviour.

7
 Digicel Aims

Other Aims
Respect of Applicable Laws and Regulations We follow these principles in all areas of employment including
Digicel employees must conduct business in accordance with all recruitment, hiring, training, promotion, compensation, benefits,
applicable laws, rules and regulations as well as the provisions transfer, and social and recreational programs. As an employee
contained within this Code of Conduct. of Digicel, you must support Digicel’s commitment to diversity and
equal opportunity. Any discriminatory treatment of employees or
Diversity, Equal Opportunities and Non-Discrimination contractors is a violation of Digicel’s values outlined in this Code
We seek and value diversity in our workforce, as well as in our of Conduct or applicable law and will be met with appropriate
customers, suppliers, and others, recognising that a mix of people disciplinary action, up to and including the termination of the
enriches us and is essential to creativity and business growth. employee’s contract of employment, as appropriate.
We provide equal employment opportunity for all applicants and
employees. As a group, we are committed to equal employment If you believe that you have been the victim of, or if you have
opportunities and unbiased treatment of all individuals based on witnessed, employment discrimination, contact your manager or
qualifications and expertise and without regards to race, colour, the HR Department.
religion, gender, national origin, ancestry, language, age, disability,
medical condition, genetic information, marital status, pregnancy,
gender expression, gender identity, sexual orientation, political or
social conviction, civic or health status or any other characteristic
protected by local law, regulation, or ordinance. We also make any
and all reasonable accommodations for disabled employees and
applicants, as required by law.

8
 Environment, Health and Safety

environment,

HEALTH AND SAFETY

We comply with all applicable environmental, workplace health All suppliers, employees and contractors need to obey the safety
and safety laws, standards and guidelines that apply to our requirements that apply to our job and workplace. We must not
business. Sound safety practices are important in all of our begin or continue any work activity contrary to safety requirements.
workplaces. We strive to provide a safe and healthy work Employees have a duty to report conditions or practices that pose a
environment for our employees and to avoid adverse impact safety hazard or threaten the environment through our established
and injury to the environment and the communities in which we processes as soon as conditions or practices are witnessed.
conduct our business. Achieving this goal is the responsibility of all
officers, directors and employees of Digicel.

To protect our employees, the public, and our communities, we

conduct no activity without the proper safety precautions including
ensuring children safety in project areas and produce no product
without the proper safeguards. We believe workplace injuries and
illnesses are preventable.

9
 Environment, Health and Safety

Safety and Security Access rights are sometimes restricted usually from 6:30 am to
Building security is a necessary step to be taken to ensure the 7:00pm unless one’s job function requires access outside normal
personal safety of all Digicel employees, contractors and visitors working hours.
to Digicel occupied areas. Our policy will be reviewed from time to
time based on any significant changes in work practices, legislative 24-hour access is given only to employees with functions such as
requirements and any other necessary adjustments. Please note Security Response, Safety and other critical services.
that failure to comply with the requirements of any Digicel security
policy and procedures may result in disciplinary action. All employees must have their ID cards visibly displayed at all
times while on the company’s premises. Employees without ID
Access to Buildings cards will not be allowed access to the premises and must have
Access is granted to each employee or individual based on a verification process conducted by the Security and/or Facilities
their profile and considers elements such as department, job manager before a temporary ID card is issued. Temporary ID
function, location of desk, equipment and persons with whom cards will be issued for a maximum of two (2) working days.
interaction is necessary. Changes to default access can only be
made via approval from Human Resources, senior management, Where ID cards are lost or stolen this must be reported to the
the employee’s department head or senior management of the Facilities Security unit before a replacement card is provided.
location to which one is requesting access.

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 Ethical Behaviour

ethical

BEHAVIOUR
Digicel recognises the need for this Code of Conduct to be applied Our business is evolving rapidly and, as a result each of us is
equally to everyone it covers. The Chief People Officer will have being challenged by a quickly evolving and complex environment,
primary authority and responsibility for the enforcement of this which often requires us to provide quick responses under
Code of Conduct, subject to the supervision of the Governance pressure. A written policy such as this Code of Conduct cannot
Committee of the Board of Directors with responsibility for be exhaustive and cover all aspects of how to act in all business
corporate governance, or, in the case of accounting, internal situations. Digicel’s vendors and contractors are also expected to
accounting controls or auditing matters, the Audit Committee of respect Digicel’s Code of Conduct with respect to their dealings
the Board of Directors. Digicel will devote the necessary resources with Digicel employees, with Digicel, and with any other outside
to enable the Chief People Officer to establish such procedures as vendors and contractors. Accordingly, this Code of Conduct
may be reasonably necessary to create a culture of accountability emphasises a standard of ethical conduct that must be embraced
and facilitate compliance with this Code of Conduct. Questions in all our business dealings and relationships. Digicel, therefore,
concerning this Code of Conduct should be directed to the HR relies on your good judgement.
Department.
We encourage Digicel managers and directors to show leadership
through ethical behaviour and encourage employees to voice
concerns if faced with a potentially compromising situation.

11
 Ethical Behaviour

The purpose of the Code of Conduct is to:

• Encourage honest and ethical conduct, including fair dealing and the
ethical handling of conflicts of interest.
• Encourage full, fair, accurate, timely and understandable disclosure to our
interested parties such as bondholders.
• Encourage compliance with international and applicable local laws and
governmental rules and regulations.
• Ensure the protection of Digicel Group’s legitimate business interests,
including corporate opportunities, assets and confidential information
• Deter wrongdoing.

Disciplinary Action
If you fail to comply with the Code of Conduct or any applicable this Code of Conduct. This can be done through your supervisor/
law or regulation, you may be subject to disciplinary measures manager or the HR or Legal Department, or, in the case of
which may include the termination of the employee’s contract of accounting, internal accounting controls or auditing matters, the
employment. Audit Committee of the Board of the Directors should be informed.

Situations which may involve a violation of ethics, laws, rules, Digicel encourages all employees, officers and directors to report
regulations or this Code of Conduct may not always be clear and any suspected violations promptly and intends to thoroughly
may require the exercise of judgement or the making of difficult investigate any good faith reports of violations. Digicel will not
decisions. Employees, officers and directors should promptly report tolerate any kind of retaliation for reports or complaints regarding
any concerns about a violation of ethics, laws, rules, regulations or misconduct that were made in good faith.

12
 Ethical Behaviour

Disciplinary action will be taken against: • Managers or directors must not give implicit approval of any
• Any employee or director who authorises, directs, approves or action that may be unethical or potentially damaging to the
participates in violations of the Code of Conduct. reputation of Digicel Group. This includes ensuring that all
• Any employee or director who has deliberately or neglectfully statements relating to the quality of our products and services
failed to report violations or who has concealed violations of are valid and honest.
the Code or who has deliberately withheld relevant information • In addition, persons who violate the law during the course of
concerning a violation of the Code. their employment or, their mandate as director of any company
• Any employee or director who retaliates, directly or indirectly, within Digicel Group, may be subject to criminal and civil
or encourages others to do so, against any other employee or penalties, as well as payment of civil damages and/or legal
director because of a report by that employee or director of a costs to Digicel, any other relevant company within Digicel
suspected Code of Conduct violation. Group or third parties.
• Any manager or director who, under the circumstances, should
have known about a violation by the employees under his or her Digicel will formally advise the employee of any breach or offence
supervision and did not act promptly to report and correct it. committed with supporting evidence and the employee will be
• If an employee becomes aware that another employee has given every opportunity to state his/her case.
violated the Code of Conduct, he/she has a duty to report that
violation to their manager. Steps to rectify the problem and prevent All cases will be investigated in line with the disciplinary policy.
a reoccurrence can then be taken. Such reports will be treated
confidentially to the extent possible, and you will not be subject to
retaliation for reporting a suspected violation in good faith.

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 Ethical Behaviour

Books and Records

Accuracy and Completeness Financial Statements and Accounts
Digicel Group’s accounting personnel must ensure that the Employees involved in the preparation of Digicel’s financial
accounting and financial records for which they are responsible statements or the financial statements of any other company
meet the highest standards of accuracy and completeness and within Digicel Group, must do so according to generally accepted
are compliant with the requirements as set out by the Group CEO/ accounting principles and other applicable accounting standards
CFO. and rules.

Employees who have reason to believe that any of Digicel’s books Payments
and records, or those of any other company within the Digicel Employees may not make or approve any payment on behalf of
Group, are not being maintained in an accurate and complete Digicel, or any other company in Digicel Group, for which he/she
manner or in accordance with applicable law, must report this has signature power, if any part of the payment is to be used for a
immediately to the Group CFO and Digicel’s Group Head of purpose other than that described in the supporting document, or
Internal Audit or, alternatively, through Digicel’s Whistleblowing if the payment is for service that is not in adherence with Digicel’s
procedure. Code of Conduct.

Employees who feel pressured to prepare or destroy documents All receipts and disbursements must be fully and accurately
in violation of applicable law or company policy, or if he/she is described in the books and records of Digicel, or the relevant
aware that any misleading, incomplete or false statements have company within Digicel Group that is making the payment, and
been made to an accountant, auditor (external or internal) or must be supported by appropriate descriptive documentation.
attorney (external or internal) in connection with any audit, or
similar examination should report the matter to the Chief People
Officer or the Group Head of Internal Audit.

14
 Ethical Behaviour

Retention of Documents
Employees must retain all documents (including computer
records) which relate to an imminent lawsuit or ongoing
investigation, audit or examination initiated by Digicel or any other
company within Digicel Group, or to which Digicel or any other
company within Digicel Group is subject.

The destruction or falsification of a document in order to impede

a governmental investigation, audit or examination may lead to
prosecution for obstruction of justice. If you are not sure that a
document can be destroyed, consult your manager or the Group
HR Director.

Employees must consider that any email correspondence from a

Digicel computer/laptop or other device to be a permanent, written
record that can be monitored and inspected, subject to certain
limitations based on local privacy laws.

15
 Ethical Behaviour

Political Activities
Company Involvement Digicel or any other company within Digicel Group, including any
Any political contributions made by or on behalf of Digicel and any Digicel Group owned trademarks.
solicitations for political contributions of any kind must be lawful and
in compliance with Digicel’s policies. The laws of many countries Employees may not use their position to coerce or pressure
prohibit corporations from making political contributions. Companies other employees or directors to make contributions or support
in Digicel Group may only make political contributions if they are candidates or political causes.
permitted by, and are done in compliance with, local law.
Employees intending to run for public office or if elected to public
Employee Involvement office should consult with the Chief People Officer.
This policy applies solely to the use of Digicel assets and is not
intended to discourage or prevent individual employees, officers
or directors from making political contributions or engaging in
political activities on their own behalf. Employees have the right
to participate or not participate in the political processes as they
see fit. However, any political activities must be strictly limited to
employees’ time outside the office.

Employee contributions to a candidate for elective office or

a political party must not be, nor appear to be, made with or
reimbursed by, funds or assets from Digicel or any other company
within Digicel Group.

Employees may not devote any work time to any campaign for a
candidate or political party, nor may employees use or permit any
campaign or candidate to use any facility or property belonging to

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 Ethical Behaviour

Responsibility for our Customers’ Privacy

Data Protection to and including the termination of the employees contract of
Digicel is committed to complying with all the provisions of the employment.
Data Protection Act as it relates to privacy of its customers,
suppliers, consumers and employees information. Breaches of The primary goal of collecting personal data is to enhance service
the legislation by any of its employees will result in disciplinary quality. The use of personal data in this context includes that
action up to including the termination of the employee’s contract of which relates to internal business processes, authentication and
employment. fraud prevention, and fulfilment. Additionally, the information
may be used to contact customers about upcoming promotions
Information Collection and Use that may be of interest to them. Personal data is not used for
We are committed to protecting the reasonable privacy marketing purposes without the customer’s prior consent unless
expectations of everyone with whom we do business, including there is a pre-existing customer relationship and the customer is
our customers, consumers and employees. We believe contacted about Digicel’s products or services that are similar to
responsible stewardship of personal information helps maintain the ones the customer already uses.
trust in Digicel and in our products and services. We recognise the
importance individuals place on the ability to control the collection Many of Digicel’s employees and directors are entrusted with
and use of their personal information. important information about customers – information vital to our
ability to provide quality products and services. Employees are
Digicel will collect and process personal data only for specific responsible for safeguarding the privacy, confidentiality, integrity
and limited business purposes or where legally required to do and accuracy of all customer data entrusted to them or to which
so in accordance with the provisions of the Data Protection Act, they have access. Employees are also responsible for complying
which the individuals concerned will be informed about. Personal with local laws and regulations regarding customer privacy and
data about customers is not kept any longer than necessary. The data protection.
collection and provision of data will be undertaken in accordance
with the provisions of the Data Protection Act and any breach
of the same by employees will result in disciplinary action up

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 Ethical Behaviour

Sensitive Data
Digicel limits the processing of sensitive data to specific business
purposes stated in the privacy rules, which have been approved
by the individual, or to purposes required or authorised by law.
Sensitive data includes any information about ethnic origin,
political views, sexual orientation, health, race and religious
beliefs.

Digicel is also dedicated to protecting online privacy of children.

Consequently, personal information about children will only be
processed in accordance with applicable regulations. Breaches
of data regulations, such as but not limited to the sharing of
customer call details with third parties for example, will be subject
to disciplinary action which may include the termination of the
employee’s contract of employment.

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 Ethical Behaviour

Social Media
Employees are discouraged from discussing Digicel during their • Promptly report to the Group Communications Department,
personal use of social media, unless authorised by the Group any social media content which inaccurately or inappropriately
Communications Department. While business should only be discusses Digicel.
conducted through approved channels, we understand that
social media is used as a source of information and a tool to What you should never disclose:
communicate with friends, family and workplace contacts. The • Figures: Non-public financial or operational information.
guidelines to be observed when interacting in the electronic This includes strategies, forecast and virtually anything that
world include the same overall values, ethical standards and includes a euro, dollar or local currency symbol.
confidentiality policies that employees are expected to live by • Marketing campaigns and promotions or any type of
every day in the off-line world. information relating to them.
• Customer information: never share personal or any other
What you should do: information about customers.
• When discussing work-related matters that are within your • Legal information: Anything to do with a legal issue or
area of professional responsibility, you must disclose your legal case.
affiliation with Digicel. • Anything that is someone else’s property: This includes
• When commenting on the business, unless you are illegal music sharing as well as the sharing of copyrighted
authorised to speak on behalf of Digicel, you must state that publications and all logos or other images that are trademarked
the views expressed are your own and not those of Digicel. by Digicel.
• Be careful about the personal information you share online. • Confidential information: Do not publish, post or otherwise
• Act responsibly and ethically. When participating in online release information that is considered confidential or secret.
communities, do not misrepresent yourself. • Digicel documents: Never post documents, parts of
• Remember that our policy of Diversity and Equal Opportunity documents, images, video or audio recordings that have been
applies to social media sites. Be respectful of your colleagues made with Digicel property or of Digicel products, services or
and all persons associated with Digicel, including customers people or at Digicel functions or events.
and suppliers.

19
 Conflicts of Interest

conflicts of

INTEREST
A conflict of interest occurs when a person’s private interest If you are uncertain about the propriety of your conduct or business
interferes in any way, or even appears to interfere, with the relationship, consult your manager, or, in the case of a director,
interests of Digicel as a whole, including those of its subsidiaries the Group CEO or Chief People Officer.
and affiliates. A conflict of interest may arise when an employee,
officer or director takes an action or has an interest that may make You may never use your position as an employee within Digicel, or,
it difficult for him or her to perform his or her work objectively and information acquired during your employment or directorship in a
effectively. A conflict of interest may also arise when an employee, manner that may create a conflict, or the appearance of a conflict,
officer or director (or a member of his or her family) receives between your personal interests and the interests of Digicel.
improper personal benefits as a result of the employee’s, officer’s
or director’s position in the Company. You must not have interests outside Digicel that may make it difficult
for you to perform your professional duties for Digicel objectively
As an employee, you must be vigilant to any situation that could and effectively. You may not simultaneously work for, or with,
jeopardise the trust that you hold as a Digicel employee and to any person (whether an individual, a company or another type
avoid any kind of conflict between your personal interests and or corporate entity) or be a majority shareholder in any company
those of Digicel, or any other company within Digicel Group. who does business with, or competes against, Digicel, or any
other company within Digicel Group. No employee, partner of an
From time to time, situations may arise that will not be clear-cut. employee or member of an employee’s family may receive improper
personal benefits as a result of the employee’s position at Digicel.

20
 Conflicts of Interest

If an actual or perceived or potential conflict situation arises, you Any noncompliance with the principles of the conflict of interest
must report it immediately to your manager, who will discuss by any director or employee of Digicel Group or any of their family
the matter with the appropriate member of the Digicel Senior members may be met with appropriate disciplinary action, up to
Management Team. and including summary dismissal.

Outside Positions
Employees must disclose the following outside positions to the Chief People Officer,
who will determine if a conflict exists:
• He/she works, in any capacity, for a competitor, customer or supplier while
employed by Digicel.
• A family member works for, and holds a position that can influence decisions at a
company that directly competes with or does business with Digicel or any other
company in Digicel Group.
• A family member holds a position that interacts with positions of authority at a
company that directly competes with or does business with Digicel or any other
company in Digicel Group.

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 Conflicts of Interest

Fair Dealings
Each employee, officer and director of Digicel should endeavor to In the event of a violation of these provisions, Digicel and
deal fairly with customers, suppliers, competitors, the public and any employee, officer or director involved may be subject to
one another at all times. No one should take unfair advantage of disciplinary action as well as potential civil or criminal liability
anyone through manipulation, concealment, abuse of privileged for violation of this policy. You may not have an interest in a
information, misrepresentation of material facts or any other transaction involving Digicel, its competitor, customer or supplier
unfair dealing practice. No bribes, kickbacks or other similar other than as an employee, officer or director of Digicel and not
payments in any form shall be made directly or indirectly to or including routine investments in publicly traded companies.
for anyone, for the purpose of obtaining or retaining business or
obtaining any other favourable action.

Business Opportunities
You, or any of your family members, may not directly or indirectly
accept business opportunities, commissions or advantageous
financial arrangements from a supplier or business partner who
competes against any company within Digicel Group.

You may not purchase, for personal use, the goods or services of
the supplier of any company within Digicel Group on terms other
than those available to the general public or established by policy
of Digicel Group or the relevant company within Digicel Group.

You may not compete with Digicel for the purchase or sale of
property, products, services or other interests.

22
 Confidentiality

CONFIDENTIALITY
All records in any medium whether written, computer readable or Employees must not at any time during employment with
otherwise including information and data, drawings and private Digicel, divulge or communicate to any person other than those
notes about Digicel and all copies and extracts of them made or whose province it is to know, or unless authorised by Digicel,
acquired by the employee in the course of employment are among any information as to practice, business dealings or affairs of
Digicel’s most important assets. Digicel or any of its customers or clients, or any other confidential
information relating to Digicel received or obtained whilst in the
Employees must respect and maintain the confidentiality of services of Digicel.
information gleaned or collected in respect of themselves,
colleagues or others (e.g. salary, performance appraisals, Employees, may learn, to a greater or lesser degree, facts
medical history, or leaves of absence due to medical conditions). about business, plans, operations or “secrets of success” of any
Employees must not share this information with anyone either company in Digicel Group that are not known to the general public
inside or outside Digicel, except as is strictly necessary to perform or to competitors. Employees may not disclose any confidential
their job. Any breach of confidentiality will be subject to disciplinary information or trade secret to any person outside Digicel Group
action, which may include summary dismissal. nor use any such information for their own or someone else’s
benefit.
All staff will therefore be required, as a condition of employment,
to protect the intellectual property and proprietary information of
Digicel.

23
 Confidentiality

Confidential information or trade secrets may be disclosed to These restrictions will continue to apply after the termination of
other employees only on a “need to know” basis, such as if the the employee’s contract of employment, when all documents and
employee or director requires the information to carry out his or records containing such information must be relinquished, without
her responsibilities. Employees must first obtain their managers limitation in time. This will not apply, however, to information or
consent to disclose any such information on a “need to know” knowledge, which may come into the public domain.
basis. This does not over-ride any specific confidentiality
agreement that is already in place. Employees must not communicate or transmit confidential or
sensitive information through potentially non-secure external,
Employees may not disclose confidential or proprietary information online communication services, such as the Internet and social
or trade secrets belonging to third parties. More specifically, media sites.
employees are not permitted to possess or circulate improperly
obtained confidential or proprietary information or trade secrets
belonging to a competitor.

24
 Quality of Public Disclosures

quality of

PUBLIC DISCLOSURES
Digicel has a responsibility to provide full and accurate information
in our public disclosures, in all material respects, about our
financial condition and results of our operations. Our reports and
documents filed with or submitted to the United States Securities
and Exchange Commission and our other public communications
shall include full, fair, accurate, timely and understandable
disclosure.

25
 Clear Desk

clear

DESK
All employees must adhere to the specific security measures and Employees are responsible for maintaining their work areas neat
internal controls that have been established for safeguarding the and tidy, shredding confidential information and assuring the
integrity and validity of computer systems, data and information security of the company confidential/proprietary material in their
held in these systems, discs or hard copy. possession and similarly maintaining the security of Digicel’s.
Remember, that as a Digicel employee you are ambassadors for
All materials containing sensitive information including post-its, Digicel. This is something to bear in mind when we are in public,
notepads, letters, memos, extensions listings, and any other type especially when wearing the Digicel logo.
documents or hard drives should be removed from the visibility of
others once you are departing an area with these present.

26
 Employee Work Areas

employee

WORK AREAS
Digicel reserves the right to search unlocked and/or publicly All materials containing sensitive information including post-its,
used Company property at any time without consent. Digicel notepads, letters, memos, extensions listings, and any other type
may request a search of personal property at the worksite or documents or hard drives should be removed from the visibility of
locked company property assigned to an individual if there is others once you are departing an area with these present.
a reasonable suspicion that evidence of illegal or prohibited
activities resides therein. Refusal of such a request may result in
disciplinary action.

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 Gifts from Business

gifts from

BUSINESS
The exchange or provision of gifts, meals, entertainment and Digicel expects its employees and third parties to comply with the
travel (“GMET”) may create a real or perceived conflict of interest following principles when giving or receiving GMET:
or a situation where those expenses could be viewed as a bribe • We comply with anti-corruption laws.
under applicable laws and international standards. • The GMET must be for a legitimate purpose, such as to
promote, demonstrate, or explain a company product, position,
Employees or their family members may not accept gifts, gratuities or service.
or incentives of significant value offered by vendors or other who • The GMET must not place the recipient under any obligation.
provide, or may provide, the company with goods and services. • The GMET must be made openly and transparent, be
Employees should inform their manager of the entire offering and reasonable, and appropriate to the business relationship and
will decide on the proper course of action. Gifts of nominal value local customs, and not cause embarrassment by its disclosure.
of up to US$100 or less may be accepted. • Accurately record all GMET provided on Digicel’s behalf.

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 Use of Company Resources and Assets

u s e o f c o m pa n y

RESOURCES AND ASSETS

All Digicel employees are entrusted with protecting the property It is imperative to follow Digicel’s established procurement
of all companies within Digicel Group. Acts of dishonesty against process. Note that Digicel employees are forbidden to spend
any company within Digicel Group, or its customers, involving Digicel money to make any of the following transactions:
theft, destruction, misuse or misappropriation of property, including a. Political donations.
money, office equipment, or any other items of value, are prohibited. b. Charitable donations without approval.
Falsification, alteration or substitution of records for the purposes c. Personal use, including utilising the expense process
of concealing or aiding such acts is also prohibited. Similarly, inappropriately.
unauthorised use of digital signatures, regardless of the intention or What is my purpose?
purpose, is strictly prohibited.
Employees found guilty, after an internal investigation and in our
Digicel’s assets and resources are dedicated to achieve Digicel’s reasonable judgement, of such an act, are liable to be disciplined
business objectives. All Digicel employees are required to safeguard in line with our internal procedures, up to and including summary
and not misuse company assets and resources, and must never dismissal.
use them for unlawful, unethical or other inappropriate purposes.
Under no circumstances may company computers or other electronic Employees who suspect someone has committed such an act or
equipment be used to obtain, view or reach any pornographic, or who witnesses such an act should immediately report the matter
otherwise immoral, unethical, or non-business-related internet sites. to their manager or HR Department.

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 Compliance with Anti-Trust Laws

compliance with

ANTI-TRUST LAWS
Anti-trust laws prohibit agreements among competitors on such Anti-trust laws can be complex, and violations may subject Digicel
matters as price, terms of sales to customers and the allocation of and its employees to criminal sanctions, including fines, jail time
markets or customers. and civil liability.

As examples, in order to comply with

anti-trust laws, we must not:
• Communicate with any competitor relating to price, any term that affects pricing,
production levels, or the submission of bids or tenders.
• Divide or allocate markets or customers.
• Agree (whether in writing or not) with a competitor to boycott another business.
• Put inappropriate conditions of purchase or sales.
• Share commercially sensitive information with competitors (e.g. prices, sales volumes).
• Participate in meetings (including informal meetings and social gatherings) where any
of the above are discussed.

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 Fraud and Anti-Corruption

fraud and

ANTI-CORRUPTION
Fraud is an intentional deception made for personal gain.
Specifically, it is the deliberate deception of another individual/
group/entity in order to damage them, usually to unjustly obtain
property or services.

Fraud does not occur where there is a deliberate disregard for

organisational policies only; for fraud to occur there must be a
definite attempt to conceal activities. It should be noted that fraud
can be committed for or against an organisation.

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 Anti-Fraud Guidelines

anti-fraud

GUIDELINES
The following are the principles which shall govern the practices of affecting the prices, terms or conditions of sale of Digicel’s
all employees: products or services in relation to those of a competitor.
• Employees who deal with contractors, carriers, suppliers, • No agreement shall be made with a competitor affecting bids,
consultants, customers and other persons having business terms of bids or the decision to bid.
with Digicel, shall conduct such activities in the best interests • Employees shall not exchange information with respect to
of Digicel without favour or preference. prices, cost or other aspects of competition with any Digicel
• There should be no exchange of favours or gifts with competitor.
customers/suppliers, which could or appear to give rise to an • Employees should not participate in any activity that prejudices
obligation. the ability to carry out duties ethically.
• Employees shall not disclose proprietary information and trade • Employees should not forge, alter, remove or destroy any
secrets other than as required by Digicel. documents (whether physical or electronic) relating to any
• All reasonable precautions should be taken to ensure that product or service, sales or financial transaction, or customer,
Digicel’s internal information, or information which has been employee or vendor information or any other record of the
entrusted to Digicel by third parties (such as customers) will organisation in any form or format.
not be disclosed to unauthorised persons. • Employees should not access customer, partner or vendor
• Digicel, independently and unilaterally, determines the prices personal or corporate information and use such information for
and terms of sales of its products and services. Employees person gain.
shall not make any agreement with a competitor or customer • Employees should not intentionally misappropriate funds or

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 Anti-Fraud Guidelines

assets of the organisation. There should be no inflation of Occasional business gifts to, or entertainment of, non-government
expense claims or adjustment of supplier invoices for personal employees in connection with business discussions or the
benefit. development business relationships are generally deemed
• Employees should not enter into any ‘agreement’ with family, appropriate in the conduct of Company business. However,
friends, colleagues, customers, suppliers or any other third these gifts should be given infrequently and their value should
party to engage in any activity that would result in the loss of be modest. Gifts or entertainment in any form that would likely
revenue for Digicel or that would result in Digicel paying more result in a feeling or expectation of person obligation should not be
than what is reasonable for a product or service. extended or accepted.
• There should be no impropriety with respect to reporting
financial transactions. Practices that are acceptable in a commercial business
• No individual should use personal or other information about environment may be against the law or the policies governing
another individual to extort funds, property or favours for national or local government employees. Therefore, no gifts
personal use of gain. or business entertainment of any kind may be given to any
• Employees should not participate in any activity that infringes government employee without the prior approval of the Legal
on or diminishes the revenue or operation of the organisation, Department.
including but not limited to the following:
• Abuse of privileges or pre-requisites.
• Unauthorised allocation of accounts, cell phone handsets
and SIM cards.
• Transfer of unauthorised credits and air time.
• Unauthorised adjustment of credit limits and customer
billings.

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 Anti-Money Laundering Guidelines

anti-money laundering

GUIDELINES
Digicel is committed to preserving its reputation in the financial Digicel has adopted measures to reduce the extent to which
community by assisting in efforts to combat any attempted money Digicel’s facilities, products and services can be used for a
laundering and terrorist financing. Money laundering is the purpose connected with market abuse, financial crimes or terrorist
practice of disguising the ownership or source of illegally obtained activity. If you have any questions about our internal anti-money
funds through a series of transactions to “clean” the funds so they laundering process and procedure, consult the Legal Department.
appear to be proceeds from legal activities.

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 Anti-Bribery Guidelines

a n t i - b r i b e ry

GUIDELINES
In conducting business anywhere in the world, Digicel, all affiliates, item of value, to or from any person or organisation – including,
employees, officers and directors of Digicel, and all persons that but not limited to any legal entity, employee, contractor, supplier,
act as representative agent or advisor to Digicel must comply fully competitor, agent or government official, including any immediate
with applicable anti-corruption laws and refrain from any improper family members of government officials, and any government
action intended to obtain a business advantage. Digicel and its representatives, including government departments – under any
employees, representatives or agents are prohibited from directly circumstances, including to obtain or retain business, secure an
or indirectly offering, giving, promising, providing, soliciting or improper advantage or encourage inappropriate behaviour.
receiving any form of bribe, kickback or other corrupt payment or

35
 Anti-Bribery Guidelines

• This policy applies worldwide, without exception. • You may not offer or accept any improper payment, bribe,
• Indirect payment of bribes or other corrupt payments that may kickback, gratuity or gift that is given to you or by you with the
be carried out through third parties, such as representatives, intent to obtain or retain business or secure services anywhere
consultants, brokers, contractors, suppliers, joint venture or in the world. Any payment, gratuity or gift that is in violation of
affiliates, or any other intermediary or agent acting on behalf of local laws is prohibited.
Digicel is strictly in breach of the policy. • Digicel ensures that any payment made to any agent
• You may not engage in any form of commercial bribery, represents no more than an appropriate remuneration for
including the offer or acceptance of any improper payment, legitimate services rendered, and that no part of any such
gratuity or gift to obtain or retain business or secure services payment is passed on by the agent as a bribe.
anywhere in the world.
• No payments or provision of any other benefit shall be made or
offered, directly or through an intermediary, to any government
official or official of an international organisation for the purposes
of influencing any decision or obtaining any improper advantage.

36
 Anti-Bribery Guidelines

Facilitating Payments
Facilitation payments are often hard to distinguish from bribes. Digicel is strongly opposed to the making of facilitating payments.
Any payment made in an attempt to influence a government Digicel promotes measures to eliminate such practices, and
official’s decision as to whether to award or retain business or in applicable laws and regulations must be complied with at all times.
order to obtain an advantage is not considered to be a facilitating For clarification as to whether a particular payment is prohibited,
payment, but a bribe. please consult the Legal Department.

Extortion
Digicel will not give in to extortion. The act of extortion refers to a The local management or Legal Department will immediately
person obtaining a payment or other benefit from Digicel that is report the attempted extortion to the local authorities and will
not lawfully due through dishonest means, particularly threats. request the prosecution of the extorter.

All Digicel employees, representatives and agents that find

themselves confronted with extortion are encourage to inform their
line manager and the Legal Department of the attempt to extort
money or other benefits from Digicel.

Investigation
Any Digicel employee, representative or agent who suspects that
fraud, bribery or any act of corruption is being perpetrated should
not attempt to independently investigate any such activity. Rather,
they should report any suspicions to their manager or a senior
member of the Human Resources Team. Further details can also
be found within the Group Whistleblowing Policy.

37
 Anti-Bribery Guidelines

Discipline
As a global company, Digicel must comply with the laws of the Violations of laws and regulations have serious consequences,
many countries in which it does business. We are each responsible both for the company and for the individuals involved. Therefore,
for knowing and following all applicable laws or regulations. when questions arise on these or other legal matters, you should
always seek guidance.
We also must act in a manner that upholds the spirit and the intent
of the law. Where the Code or company guidelines differ from local Any employee found to have been participating in any fraudulent,
laws or regulations, we must always follow the higher standard. If corrupt or bribery activity will be subject to the disciplinary process
you believe the requirements of the Code conflict with local law, up to and including summary dismissal. In addition, bribery and
consult Legal. corruption violations may lead to prosecution, substantial fine and/
or imprisonment.

38
 Anti-Bribery Guidelines

Non-Retaliation
If an employee becomes aware that another employee has Employees who attempt to retaliate, directly or indirectly, or
violated the Code of Conduct, he/she has a duty to report that encourages others to do so, against any other employee or director
violation to their manager or Chief People Officer. because of a report by that employee or director of suspected
Code of Conduct violations, will be subject to strong disciplinary
Digicel will facilitate the investigation process to preserve action in accordance with the disciplinary policy, up to termination of
anonymity when dealing with reports about suspect activities. employment.
Steps to rectify the problem and prevent a reoccurrence can then
be taken. Such reports will be treated confidentially to the extent Employees who believe they have experienced retaliation for
possible, and you will not be subject to retaliation for reporting a reporting possible violations should contact the Chief People Officer
suspect violation in good faith. We do not tolerate any retaliation, or Legal department. Additionally, the organisation also pledges that
directly or indirectly, against anyone who in good faith reports it will not take action against an employee who legitimately reports a
possible violations of law, the Code, or other company guidelines, fraudulent or corrupt activity. Further details can be found within the
or who asks questions about on-going or proposed conduct. Group Whistleblowing Policy.

In cases where an individual makes a report and identifies him/ However, it should be noted that any employee who knowingly
herself, Digicel will take steps to ensure that said individual makes a false report of fraudulent or corrupt activity, will also be
will be protected from any reprisal by another member of staff. subject to disciplinary action, which may include summary dismissal.

External Contractors
Notwithstanding that the organisation does not have the level of with any suppliers, vendor or customer when it has been proven
control over an external contractor as it has over an employee, the that a fraudulent act has been knowingly committed against Digicel.
organisation reserves the right to terminate a contract for service

39
 Whistleblowing Policy

whistleblowing

POLICY
Summary
What is “whistleblowing?” What do you do if you think that someone in the organisation
A whistleblower is an employee, or a person external to the is doing something wrong?
organisation, who passes on information about a wrongdoing. You make contact with either of the following:
The act of passing on that information is known as “blowing the • Make contact with your line manager or a member of HR.
whistle” or “making a disclosure.” If you are uncomfortable about raising the matter with these
people, we encourage you to contact:
What are examples of wrongdoing? • The Group Company Secretary and Head of Corporate
If someone or a group of employees is bullying an employee, Compliance – Holly McNamara holly.hughes-mcnamara@
committing discrimination against an employee or customer, digicelgroup.com +17587205111 or
viewing porn in a workplace environment, committing fraud, • The Group Head of Internal Audit and Risk Management –
stealing, disguising a scheme, using the Company’s assets in Mawali Roberts Mawali.Roberts@digicelgroup.com
an illegal way, these would be examples of wrongdoing. +8683525716 or
• The Chairman of the Audit Committee of the Board of
Directors – Gregory Sparks greg.sparks22@gmail.com

40
 Whistleblowing Policy

What information do I need to provide? What will happen to me?

You should provide as much detailed information as possible The information that you provide will be treated with the strictest
about the wrongdoing including incident dates, times, offenders confidence. Management will not be informed of your report,
and any other information which will assist the company in without your consent. Your identity will not be disclosed in any
investigating the wrongdoing. internal investigation.

There will be no adverse consequences for anyone who reports a

whistleblowing concern in good faith.

Policy
Employee Complaint/Whistleblowing Procedures for To facilitate the reporting of employee complaints, the Company’s
Accounting, Auditing, Financial & Other Matters Audit Committee has established the following procedures for:
Matters Covered – Covering up wrongdoing and collusion • The receipt, retention and treatment of complaints regarding
amongst employees at all levels of the company. accounting, internal accounting controls, and general financial
matters, including without limitation, impropriety or fraud
The Company is committed to achieving compliance with related to the use of OpEx and CapEx, procurement, and
all applicable laws and regulations including, but not limited contract negotiations.
to, securities laws and regulations, accounting standards, • The receipt, retention and treatment of complaints regarding
accounting controls and audit practices. Any employee may compliance with any other legal or regulatory obligation or any
submit a good faith complaint in relation to the Company’s other matter that risks bringing the Company into disrepute.
compliance with its legal and regulatory obligations without • The confidential, anonymous submission of complaints by
fear of dismissal or retaliation of any kind. employees.

41
 Whistleblowing Policy

Fundamental Elements of the Whistleblowing Policy employee or customer, viewing porn in a workplace
• This policy is available to anyone who wishes to raise a concern environment.
about possible misconduct within our Company in relation to • Fraud or deliberate error in the preparation, evaluation, review
accounting, auditing and other matters. or audit of any financial statement of the Company.
• All staff are protected from victimisation, harassment or • Fraud or deliberate error in the recording and maintaining of
disciplinary action as a result of any disclosure, where the financial records of the Company.
disclosure is made in good faith and is not made maliciously or • Deficiencies in, or non-compliance with, the Company’s
for personal gain. internal accounting controls.
• Any disclosures will be investigated fully including interviews • Misrepresentation or false statements to, or by, an executive
with all the witnesses and other parties involved. officer or accountant regarding a matter contained in the
• Anonymity – should individuals make disclosures internally, financial records, financial reports or audit reports of the
the identity of the whistleblower will be protected at all stages Company.
in any internal matter. While the company can provide internal • The failure to fully and fairly report the Company’s financial
anonymity, it cannot guarantee this will be retained if external condition.
legal action flows from the disclosure. Whilst Digicel encourages • Fraud or bribery at any stage of the procurement process by
whistleblowers to identify themselves, anonymous calls will any employee.
nevertheless be taken seriously and investigated fully. However, • Fraud or bribery during contract negotiations by any employee,
the effectiveness of any whistleblowing enquiry may be limited regardless of contract value.
where an individual chooses not to be identified. • Misappropriation of Company funds or property by any
employee, regardless of value.
Matters Covered by this Policy • Commingling of the Company’s funds and/or assets with
These procedures relate to employee complaints regarding personal funds and/or assets.
any questionable conduct in relation to the Company’s legal or • Violations of competition laws and rules.
regulatory obligations, including without limitation, the following: • Money laundering or violations of sanction laws.
• Intentional breach of the law or other conduct that would expose • Insider trading (this is applicable as the company has bonds
the Company to liability or bring the Company into disrepute. which are tradeable).
• Bullying an employee, committing discrimination against an • Disclosure of confidential information.

42
 Whistleblowing Policy

How to Whistleblow What kind of information do you need to provide?

Employees with concerns regarding compliance matters should When you file a report (in person, in writing, online or by phone),
report their concerns to: please provide as much detailed information as you can to enable
• The Group Company Secretary and Head of Corporate our Company to assess and investigate your concern, such as:
Compliance – Holly McNamara holly.hughes-mcnamara@ • The background, history and reason for the concern.
digicelgroup.com +17587205111 • Names, dates, places and other relevant information.
• The Chair of the Audit Committee of the Board of Directors – • Any documents that may support your report.
Gregory Sparks greg.sparks22@gmail.com.
What are the consequences for me after reporting a concern?
Employees who so desire may forward concerns confidentially There will be no adverse consequences for anyone who reports
submitted in your complainant own language on a confidential or a whistleblowing concern in good faith. However, any individual
anonymous basis by regular mail or messenger without divulging found responsible for making allegations maliciously or in bad faith
his or her name. In such circumstances neither the Company may be subject to disciplinary action.
nor any other person shall seek to determine the identity of the
individual making the complaint. The mailing address is:

Digicel Group Holdings Limited

Clarendon House
2 Church Street
Hamilton HM11
Bermuda

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 Whistleblowing Policy

Treatment of Complaints Reporting of Complaints and Investigations

• Upon receipt, all complaints will be reviewed to determine A log of all complaints will be maintained; tracking their receipt,
whether the complaint pertains to the Company’s accounting, investigation and resolution, and a report thereof shall be
internal accounting controls, auditing, or general financial prepared and presented to the Audit Committee on a quarterly
matters. basis, or more frequently if necessary. Copies of all records
• If possible, receipt of a complaint will be acknowledged to relating to any complaint shall be retained for at least seven years.
the sender.
• The Chair of the Audit Committee of the Board of Directors will A report can only be followed up if it contains sufficient information
be notified of receipt of a complaint. and there is a reasonable possibility of obtaining further
• Complaints regarding the Company’s accounting, internal information.
accounting controls, auditing, or general financial matters
will be reviewed under the direction of the Audit Committee
or such other persons as the Audit Committee determines
to be appropriate. Confidentiality will be maintained to the
fullest extent possible, consistent with the need to conduct an
adequate review.
• Prompt and appropriate corrective action will be taken when and
as warranted, as determined by the Audit Committee.
• The Company will not discharge, demote, suspend, threaten,
harass or in any manner discriminate against any employee in
the terms and conditions of employment based upon any lawful
actions of such employee with respect to good faith reporting of
compliance complaints. However, any employee found making
false, misleading or malicious complaints will face disciplinary
action up to and including termination for cause.

44