Special Ethics Obligations for Senior Officers with Financial Reporting Responsibilities


2
 
 MESSAGE FROM THE CHAIRMAN AND THE CHIEF EXECUTIVE OFFICER
 
             G C Campbell
 D J Pretorius
 Chairman
 
 09 February 2012


3
 
 
 INTRODUCTION
 Purpose and application of the Code
     In  addition  to  this  Code,  detailed  rules  and  procedures  are  recorded  in  freely  available  policy  and  procedure
 manuals. The company’s  formal  human  resources  policies and procedures,  including  this  Code are available
 at the Company's offices.
 Policy
     You  are  required  to  familiarise  yourself  with  the  following  broad  guidelines  contained  in  this  Code  to
 determine  proper  and  acceptable  conduct.  If  you  are  unsure  of  how  to  act  or  react  in  a  particular  situation,
 consult  your  supervisor,  senior  manager,  HR  manager,  the  compliance  officer  or,  in  the  final  instance,  the
 chief executive officer (CEO), as appropriate.


4
 
 THE COMPANY AND ITS EMPLOYEES
 Safety and Health
        Employment PracticesAll employees are entitled to fair employment practices. These include fair remuneration and the opportunity for advancement or
     Discrimination and Harassment
      Freedom of Association with Trade Unions or other Employee Representative Bodies
    Disciplinary Action


5
 
 Grievances
 Employees  are  encouraged  to  use  the  established  procedures  to  alert  management  to  any  concerns  or  feelings  of  injustice  arising out of their
 
 THE  COMPANY  AND   THE  ENVIRONMENT
      The  Company  expects  all  its  directors,  officers  and  employees  to  familiarise  themselves  with  the  content
 and terms of the Group Environmental Policy.
 THE  COMPANY  AND   THE  COMMUNITY
   As  a  good  corporative  citizen  the  company  is  involved  in  numerous  projects  in  the  communities  that  are  impacted  by  its operations. These projects generally focus on improving the lives of individuals in the most need.
  •
 
   •


6
 
 BUSINESS TRANSACTIONS AND PROCUREMENT
              The Company has implemented a centralised procurement function, which promotes the objectives of the South African Mining Charter.
 Financial Interest in a Supplier, Customer, Contractor or Other Service Provider
 Directors,  officers  or  employees  should  not  invest  in  nor  acquire  a  financial  interest,  directly  or  indirectly,  in  any  supplier, customer, contractor or
 bona fide
     Declaration of Interest


7
 
     The  employees,  officers  and  directors  of  the  Company  are  required  to  familiarise  themselves
 with  the  Company’s  Group  Procurement  Policy  as  well  as  with  the  Declaration  of  Interest
 Procedure.
 GIFTS, HOSPITALITY AND ENTERTAINMENT
           OUTSIDE EMPLOYMENT AND DIRECTORSHIPS
 Outside Employment
  Outside Directorships
   (a)
 
   (b)


8
 
 USE OF COMPANY SERVICES AND PROPERTY
   Company Motor Vehicles or Accommodation
    Company Workshops
   Use of Company Owned or Controlled Land
   Use of Company Owned or Licensed Computer SoftwareDirectors, officers and employees may not use, copy or distribute any licensed computer software of the Company without permission.
 Intellectual Property
     CONFIDENTIAL INFORMATION AND EXTERNAL COMMUNICATION
     If any uncertainty exists as to the confidentiality of any information, the director, officer or employee must seek a written ruling from the CEO.


9
 
 Communication with Business Partners and other Stakeholders
     Public Presentations
     Communication with the Press and/or Investment CommunityNo sensitive communication may be made to the press or investment community other than by the Company’s
    The  employees,  officers  and  directors  of  the  Company  are  required  to  familiarise  themselves  with
 the Company’s communications framework as contained in the Approvals Framework.
 SHARE INVESTMENTS AND DEALINGS
    Share DealingDirectors, officers and employees are reminded that it is a criminal offence to deal in or to encourage or discourage
      Reporting
      (a)
 
  (b)


10
 
 (c)
 
 number of shares;
 (d)
 
 total value of the transaction;
 (e)
 
 nature of the transaction i.e. purchase or sale;
 (f)
 
 nature and extent of their interest in the transaction;
 (g)
 DRDGOLD
 Directors' Dealing Policy & Procedure
 Closed Periods
    The Company expects all its directors, officers and employees to familiarise themselves with the content and
 terms of the DRDGOLD (1996) Share Option Scheme.
 The  directors  confirm  that  they  have  approved  and  familiarised  themselves  with  the  DRDGOLD  Directors’ Dealing Policy and Procedure.
 BAN ON PERSONAL LOANS
   SPECIAL ETHICS OBLIGATIONS FOR SENIOR OFFICERS WITH FINANCIAL REPORTING RESPONSIBILITIES
 Section  13  of  this  Code  is  intended  to  satisfy  the  requirements  of  section  406  of  the  United  States  Sarbanes-
 Oxley  Act  of  2002  and  the  SEC's  regulations  promulgated  pursuant  to  that  section.  Amendments  to,  and
 waivers of, this section of the Code will be disclosed as required by applicable U.S. laws and regulations.
      
        •
 
  •


11
 
   comply with applicable laws, rules and regulations.
   act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing
 one's independent judgment to be subordinated.
   respect the confidentiality of information acquired in the course of one's work except  when authorized or otherwise
 legally  obligated  to  disclose.  Confidential  information  acquired  in  the  course  of  one's  work  will  not  be  used  for
 personal advantage.
   achieve responsible use of and control over all assets and resources employed by or entrusted to you.
   promptly report to the compliance officer and the chairman of the Audit Committee of the Board of Directors any conduct
 that the individual believes to be a violation of law or  business ethics or any  provision of the  Senior Officers'  Code of
 Ethics, including any transaction or relationship that reasonably could be expected to give rise to a conflict.
 Violations of this  Senior  Officers' Code of  Ethics,  including failures  to report violations by others, will be  viewed  as a  severe
 disciplinary  matter  that  may  result  in  disciplinary  action,  including  dismissal.  If  you  suspect  that  a  violation  of  the  Senior
 Officers' Code of Ethics has occurred, you must report the suspected violation in accordance with those procedures set   out
 below in this Code. The Audit Committee of the Board of Directors shall determine, or shall designate appropriate persons to
 determine  appropriate  action  in  response  to  violations  of  the  Senior  Officers'  Code  of  Ethics.  No  one  will  be  subject  to
 retaliation because of a good faith report of a suspected violation.
 HONESTY WITH REGULATORS AND OTHER GOVERNMENT OFFICIALS
 The Company's officers and employees are expected to comply with applicable laws in all countries to which they travel, in
 which they operate and where the Company otherwise does business, including laws prohibiting bribery, corruption or the
 conduct of business with specified individuals, companies or countries. Any activity that could be perceived as an attempt to
 improperly influence or mislead government officials to obtain favorable treatment must also be avoided. Company policy, the
 United States Foreign Corrupt Practices Act (the "FCPA"), and the laws of many other countries prohibit the Company and its
 officers,  employees  and  agents  from  giving  or  offering  to  give  money  or  anything  of  value  to  a  foreign  official,  a  foreign
 political party, a party official or a candidate for political office in order to influence official acts or decisions of that person or
 entity,  to  obtain  or  retain  business,  or  to  secure  any  improper  advantage.  A  foreign  official  is  an  officer  or  employee  of  a
 government  or  any  department,  agency,  or  instrumentality  thereof,  or  of  certain  international  agencies,  such  as  the  World
 Bank  or  the  United  Nations,  or  any  person  acting  in  an  official  capacity  on  behalf  of  one  of  those  entities.  Officials  of
 government-owned corporations are considered to be foreign officials.
 The FCPA does allow for certain permissible payments to foreign officials. Specifically, the law permits "facilitating" payments,
 which are payments of small value to effect routine government actions such as obtaining permits, licenses, visas, mail, utilities
 hook-ups  and  the  like.  However,  determining  what  is  a  permissible  "facilitating"  payment  involves  difficult  legal  judgements.
 Therefore,  employees  must  obtain  permission  from  the  Executive  Officer:  Legal,  Compliance  &  Cosec  department  before
 making any payment or gift thought to be exempt from the FCPA.
 The fact that, in some countries, certain laws are not enforced or that violation of those laws is not subject to public criticism
 will not be accepted as an excuse for non-compliance. If you have a question as to whether an activity is restricted or prohibited,
 the Executive Officer: Legal, Compliance & Cosec can provide guidance to you.
 MAINTENANCE OF CORPORATE BOOKS, RECORDS, DOCUMENTS AND ACCOUNTS


All  records  are  to  be  kept  in  accordance  with  all  relevant  document  retention  policies  and  practices  of  the  Company.  It  is
 important that all books, records and accounts accurately and fairly reflect, in reasonable detail, the Company's assets, liabilities,
 revenues, costs and expenses, as well as all transactions and changes in assets and liabilities. These records are to be kept in
 accordance with International Financial Reporting Standards ("IFRS").
 The Company requires that no entry be made in the Company's books and records that intentionally hides or disguises the
 nature of any transaction or any liability, or misclassifies any transactions as to accounts or accounting periods; transactions must
 be  supported  by  appropriate  documentation;  the  terms  of  commercial  transactions  must  be  reflected  accurately  in  the
 documentation  for  those  transactions  and  all  such  documentation  must  be  reflected  accurately  in  the  Company’s  books  and
 records; and employees must comply with the Company's system of internal controls.
 The Company is committed to compliance with all applicable laws and regulations relating to the preservation of records.
 If  you  learn  of  a  subpoena  or  a  pending,  imminent  or  contemplated  litigation  or  government  investigation,  you  should
 immediately contact the Executive Officer: Legal, Compliance & Cosec. You must retain and preserve ALL records that may be
 responsive to the subpoena or relevant to the litigation or that may pertain to the investigation until you are advised by the legal
 department  as  to  how  to  proceed.  You  must  not  destroy  any  such  records  in  your  possession  or  control.  You  must  also
 affirmatively preserve from destruction all relevant records that without intervention would automatically be destroyed or erased
 (such  as  e-mails  and  voicemail  messages).  Destruction  of  such  records,  even  if  inadvertent,  could  seriously  prejudice  the
 company. Any questions regarding whether a particular record pertains to a pending, imminent or contemplated investigation
 or litigation or may be responsive to a subpoena or regarding how to preserve particular types of records should be directed to
 the Executive Officer: Legal, Compliance & Cosec.
 WAIVERS
 If you would like to seek a waiver to the Code of Ethics or the Financial Officer Code of Ethics you must make full disclosure of
 your particular circumstances to the compliance officer and the CEO. Only the Board of Directors can approve a waiver of the
 requirements of this Code for any director or executive officer. Only the Audit Committee of the Board of Directors can approve
 a waiver of the Senior Officers' Code of Ethics for any senior officer. Each such waiver shall be promptly disclosed publicly as
 required by applicable law or regulation. Under the SEC and NYSE rules, the Company is required to disclose waivers of the
 Code for executive officers or directors promptly to shareholders, along with the reasons for the waiver. Except as otherwise set
 forth in this Code, only the compliance officer or the CEO can approve a waiver of any provision of this Code for employees other
 then directors, executive officers and senior officers.
 BREACH OF CODE AND REPORTING UNETHICAL BEHAVIOUR
 Any breach of this Code, or any rule or procedure based thereon, will be viewed in a serious light, and persons committing such
 breach will be subject to disciplinary action, up to and including immediate termination, and may in addition be liable to face
 civil  or  criminal  charges.  In  addition,  disciplinary  measures,  up  to  and  including  termination,  may  be  taken  against  anyone
 who directs or approves breaches of this Code or has knowledge of them and does not promptly report and correct them in
 accordance with Company policies.
 The Compliance Officer
 The compliance officer for this Code is the Executive Officer: Legal, Compliance & Cosec, or such other individual as may be
 appointed by the Board of Directors. The responsibilities of the compliance officer are the following (i) ensuring that employees’
 questions or concerns about the Code are appropriately answered or addressed; (ii) assessing whether the goals and principles
 of  the  Code  are  being  followed  by  employees;  (iii)  investigating  reports  of  violations  of  the  Code;  and  (iv)  ensuring  that
 appropriate actions are taken if a violation occurs.


13
 
       •
 
    •
 
    •
 
   •
 
   •
 
     Compliance Mailbox
  
 Compliance Emailbox
  compliance@drdgold.com
    Whistleblower hotline


compliance officer, or  such  other individual  as may  be  appointed by  the  Board  of  Directors,  will investigate all reported possible Code violations promptly and with the highest degree of confidentiality that is possible under the specific circumstances. Your co-operation in the investigation will be expected.
 Investigative ProceduresReports  will  be  subject  to  internal  investigation  and  appropriate  corrective  actions.  Upon  learning  of  an  allegation  of
           NO RIGHTS CREATED
     Compliance with laws and other standardsThe  Company  is  subject  to  laws  and  regulations  in  South  Africa  and  in  other  countries  where  it  conducts  operations.  Directors,
      •
 
         •


ACKNOWLEDGEMENT
 
 I have received and read the Code of Ethics and Conduct of DRDGOLD Limited ("DRDGOLD"), and I understand its contents. I
 agree to comply fully with the standards, policies and procedures contained in the Code and with DRDGOLD's related policies
 and procedures and will raise any concerns about possible misconduct with the appropriate persons. I acknowledge that
 the Code is a statement of policies for business conduct and does not, in any way, constitute an employment contract or an
 assurance of continued employment.
 
 
 
 Printed Name
 Signature
 Date