Code of Ethics

-Last updated: January 23rd 2025

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1. Introduction

Brrng Digital Ltd (the "Company") is committed to operating with the highest standards of integrity, transparency, accountability, and professionalism in Kenya and all markets in which we operate. This Code of Ethics and Business Conduct (the “Code”) sets out the standards of behaviour expected of all employees, contractors, directors, partners, and any representatives acting on behalf of the Company.

2. Purpose of the Code

The Code aims to:

1. Provide a clear guide for ethical decision-making in all business operations.
2. Clarify expected standards of behavior to foster trust with customers, communities, regulators, and business partners.
3. Ensure compliance with applicable Kenyan laws, regulations, and accepted good-governance practices.
4. Protect the company’s reputation and brand and ensure long-term sustainability.

All team members are required to read, understand, and adhere to the Code. Violations may result in disciplinary action.

3. Core Values

1. Integrity: honesty, fairness, and doing what’s right even when not under scrutiny.
2. Transparency & Accountability: open, clear, and responsible business dealings and reporting.
3. Respect for People & Rights: fair treatment, dignity, inclusion, and respect for human rights.
4. Compliance with Law & Governance Standards: adherence to all relevant Kenyan laws, regulations, and recognized good practices, and, where compatible, internationally recognized standards such as anti-bribery conventions, human rights frameworks, and environmental regulations
5. Professionalism & Competence: delivering on our commitments with quality, responsibility, and continuous improvement.
6. Sustainability & Responsible Conduct: ethical business, fair competition, environmental and social responsibility in line with Kenyan corporate-governance guidance in the responsible pursuit of innovation

4. Legal & Regulatory Compliance

The Company commits to comply with all applicable Kenyan laws and regulations, including:

1. Anti-Bribery Act, 2016 (Cap. 79B) prohibiting bribery, facilitation payments, and improper influence.
2. Ethics and Anti-Corruption Commission Act (2011), Cap. 7H requiring cooperation with anti-corruption investigations.
3. Companies Act, 2015 establishing corporate governance, reporting, and accountability frameworks.
4. Data Protection Act, 2019 regulating responsible collection, storage, and handling of personal data.
5. Employment Act, 2007 safeguarding fair labour practices, workplace safety, and employee rights.

The Company also recognizes and seeks to adhere to major international laws and standards, to the extent that they do not contravene Kenyan law, including:

1. USA: Foreign Corrupt Practices Act (FCPA, 1977) – prohibits bribery of foreign officials.
2. UK: Bribery Act (2010) – addresses bribery and corporate responsibility.
3. EU: General Data Protection Regulation (GDPR, 2018) – standards for personal data protection.
4. International Financial Reporting Standards (IFRS) – standards for accurate financial reporting and transparency.

Employees must seek guidance when unsure of legal obligations.

5. Workplace Conduct

5.1 Respect and Inclusion

The Company promotes a workplace free from discrimination, harassment, bullying, or abusive behavior. All employees are treated equally regardless of gender, age, ethnicity, disability, religion, or background.

5.2 Health and Safety

Employees are expected to maintain a safe and healthy work environment and report hazards or unsafe behaviour promptly.

5.3 Professionalism

Employees must conduct themselves professionally in interactions with colleagues, clients, and third parties.

6. Conflict of Interest

Employees must avoid situations where personal interests conflict, or appear to conflict, with the Company’s interests. Examples include:

1. Financial interests in suppliers or competitors.
2. Outside employment interfering with Company duties.
3. Offering or receiving gifts that influence business decisions.
4. All potential conflicts must be disclosed to management.

7. Confidentiality and Data Protection

The Company safeguards personal and business information. Employees must:

1. Handle customer and Company data securely.
2. Use data only for legitimate, authorized business purposes.
3. Follow the requirements of the Data Protection Act, 2019 (Kenya)
4. Report suspected data breaches immediately.

Unauthorized disclosure of confidential information is prohibited.

8. Anti-Bribery and Anti-Corruption

The Company has zero tolerance for bribery or corrupt practices. Employees may not:

1. Offer, give, solicit, or accept bribes.
2. Make facilitation payments.
3. Provide anything of value to improperly influence a business decision.

Permissible gifts or hospitality must be reasonable, infrequent, and compliant with the Anti-Bribery Act.

9. Fair Competition and Market Conduct

The Company competes fairly and ethically. Employees must not:

1. Engage in price-fixing, bid-rigging, or market allocation.
2. Obtain competitive intelligence through illegal or unethical means.
3. Misrepresent the Company or competitors.
4. Lobby or use influence to gain an unfair advantage over competitors.

10. Accurate Reporting and Record-Keeping

All financial, operational, and business records must be accurate, complete, and maintained according to legal and policy requirements. Falsifying or manipulating records is strictly prohibited.

11. Protection and Proper Use of Company Assets

Employees must protect Company assets from loss, theft, misuse, or waste. Company resources should be used for legitimate business purposes only.

12. Social Media and Public Communications

Only authorized employees may speak on behalf of the Company. Employees must:

1. Must not share any confidential information online.
2. Be respectful and accurate when referencing the Company.
3. Comply with communications and branding guidelines.

13. Environmental Responsibility

The Company is committed to minimizing environmental impact. Employees should:

1. Adopt sustainable practices.
2. Use resources efficiently.
3. Support initiatives that reduce waste and consumption.

14. Working with Partners, Vendors, and Suppliers

The Company expects its business partners to uphold standards aligned with this Code. Employees must conduct due diligence and avoid engaging partners involved in unethical or illegal practices.

15. Reporting Concerns and Whistleblower Protection

Employees are encouraged to report suspected violations of the Code or laws. The Company prohibits retaliation against anyone who reports concerns in good faith. Reports may be made to:

1. Line managers
2. Human Resources
3. Designated Ethics Office or reporting channel

16. Accountability and Enforcement

Violations of this Code will be investigated and may result in disciplinary action, including termination of employment or partnership. Serious violations may be referred to law enforcement.

17. Acknowledgment

All employees and relevant stakeholders must acknowledge, annually, that they have read, understood, and agree to comply with this Code of Ethics and Business Conduct.

The Company is committed to upholding the highest ethical standards as we build communications solutions that empower businesses in Kenya and beyond.

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