Code of conduct

1
Latest version : June 2020
 Contents
Message from the Chairman II. Safeguarding information and protecting data 8 V. Responsibilities and violation 12
& Chief Executive Officer 3 1.
Intellectual property 8 1.
Zero tolerance 12

2. Information and data 9 2. Reporting and investigations 13

Our vision 4 3. Personal data and privacy 9

VI. Implementation 13
Section A: Purpose and scope 5 III. Respecting people 10 1.
Effective date 13

1. Respect and promote human rights 10 2.

Applicability 13

Section B: Standards Of Conduct 5 2. Respect and dignity at work 10 3.

Training 14

I. Conducting Business With Integrity 5 3. Fair treatment and non-discrimination 11

1.
Anti-Trust 5

1.1 Free and fair competition 5 IV. Health, safety, and environment 11
1.2 Unlawful agreements 6 1.
Health and safety 11
1.3 Dealing with third parties 6 2. Protection of the environment 12
2.
Trade controls 6

3. Anti-money laundering 7

4. Anti-bribery and anti-corruption 7

5. Conflicts of interest 8

OCP Group - Code of Conduct 2

 Message from the Chairman
& Chief Executive Officer
Mostafa Terrab
Having performed successfully for a century, our Within this perspective, it is fundamental to
Group has become a leader in the phosphate industry. ensure that our corporate culture enables each
In the course of that journey, we have faced various of our employees, and third parties who work
challenges and experienced significant growth. with us to share a foundation of common values,
and to demonstrate irreproachable ethics. We
Becoming a fundamentally global Group, in a
also recognize the fundamental importance of
complex and highly competitive environment, has
maintaining an exemplary governance framework
heightened the importance of prioritising ethical
to preserve the interests of the Group and all of its
conduct and sustainable performance.
stakeholders. These are essential elements to help
We truly believe that delivering financial performance all of us navigate the diversity of the ecosystems
is not enough to prosper over time and that our in which we operate and act in accordance with
strength and wealth lie not only in our phosphate our values, standards, and ambitions for shared
reserves, but also in the way we operate and our prosperity and sustainability.
human capital. We are committed to making a
We are implementing this Code of Conduct to set
positive contribution to society and benefiting
out the standards and values we share as a Group.
all of our stakeholders, including shareholders,
It is the personal responsibility of each individual to
customers, employees, and the communities where
respect the Code of Conduct and to ensure that his
we operate.
or her teams observe it. It applies not only to OCP
In line with this conviction, we have developed a set of Group employees, but also to the third parties with
standards and guidelines driven by laws that may apply to us whom we work, and should serve as a reminder to
and our core values as a company. The standards set forth everyone of their duty to act in accordance with the
in this Code of Conduct are designed to help you ensure law and our ethical standards, thereby preserving
that your actions and decisions comply with applicable laws our reputation and the trust that our partners have
and contribute to sustainable long-term growth. placed in us for a century.

OCP Group - Code of Conduct 3

 Our Vision
Contribute to sustainably feeding
a growing world population
Over the course of the past century, the world phosphate rock to transporting it and
population has grown swiftly from less than processing it into fertilizers, our approach
2 billion in 1920 to more than 7 billion today, aims to promote sustainable agriculture by
and it is expected to reach approximately 9 doubling the Group’s mining capacity and
billion by 2050. This rapid population growth tripling its processing capacity by 2030,
requires a 77% increase in global agricultural while reducing its environmental footprint.
production in order to meet the food demands
We believe that our Group cannot achieve
of the world’s population.
this vision without focusing on long-term,
To this end, we must triple crop yields sustainable value creation, and fostering a
by 2050 and double phosphate nutrient culture of compliance. It is critical that we
consumption. Fertilizer production is not only support agriculture in meeting the
therefore crucial. Bearing this in mind, the needs of a growing world population, but
Group launched an industrial processing that we do so in a way that has a positive
strategy in 2008 that required an investment impact on society.
of almost MAD 200 billion. From mining

OCP Group - Code of Conduct 4

 Section A

PURPOSE
AND SCOPE
OCP Group (hereinafter “OCP” or “the Group”) is This Code of Conduct is applicable to the
determined to maintain equitable, transparent, entire OCP Group and all OCP Personnel,
fair, and honest business relationships across including in all Group affiliates and controlled
all locations where it operates. To this end, subsidiaries and joint ventures. We make
OCP expects each of its directors, officers, and good faith efforts to implement this Code of
employees (hereinafter, “OCP Personnel”), Conduct, or substantially similar standards, in
and suppliers, distributors, contractors, our minority and non-controlled subsidiaries
intermediaries, consultants, agents, and any and joint ventures. We require our Business
other third parties that perform services for Partners to comply with our Supplier Code of
us or act on our behalf (hereinafter, “Business Conduct to ensure that they also comply with
Partners”) to conduct business with integrity our standards.
and act in a fair and honest way, including by
complying with applicable laws, honouring
our corporate commitments, and acting in
accordance with our ethical standards.

5
 Section B

STANDARDS
OF CONDUCT

6
 I. Conducting business with integrity
1. Anti-trust
OCP is committed to conducting business in full compliance with the letter and spirit of laws that promote free and fair competition (“Anti-Trust Laws”).
Violating Anti-Trust Laws could lead to severe sanctions for both OCP and any OCP Personnel involved in the violation. Penalties and other consequences can include
imprisonment, fines, civil damages, and long-lasting reputational harm. Violations can also lead to decrees or orders that could restrict OCP’s freedom to operate.

1.1. Free and fair competition 1.2 Unlawful agreements

OCP Personnel are required to engage in fair and free Agreements with competitors or Business Partners to
competition, to understand and comply with the Anti- limit competition raise serious concerns under Anti-
Trust Laws of any country or economic union where OCP Trust Laws. Such an agreement need not be written
operates, and to avoid conduct that harms, or could be and signed—even an informal understanding with a
considered to harm, competition. These requirements competitor can violate the law. OCP Personnel must not
apply to every aspect of OCP’s business, including its enter into agreements that have the purpose or may have
dealings with Business Partners, competitors, and other the effect of limiting competition without prior approval
third parties. from the Legal Department.
Anti-Trust Laws require OCP to compete “on the merits.”
They prohibit OCP from colluding with its competitors or
from using a strong market position to prevent rivals
from competing.
Anti-Trust Laws vary from one country to another, and
conduct that is acceptable in one jurisdiction may be
prohibited by another. However, ignorance of Anti-Trust
Laws does not exempt OCP or OCP Personnel from their
obligation to comply with them. Accordingly, OCP Personnel
must consult the Legal Department whenever a potential
Anti-Trust question or concern arises.

OCP Group - Code of Conduct Section B : Standards of conduct 7

 1.3 Dealing with Third Parties
Anti-Trust laws cover many aspects of OCP’s dealings with its
customers and Business Partners, including pricing practices,
exclusive arrangements, discounting and terms of sale, product
bundling, and termination. OCP Personnel must consult with
the Legal Department before implementing any exclusive terms
or pricing models that may have the effect or excluding rivals or
constraining the pricing decisions of OCP’s distributors or resellers.
OCP also needs to ensure that its joint ventures and other business
arrangements comply with Anti-Trust Laws. OCP employees must
therefore consult with the Legal Department before entering into
joint ventures or other business arrangements.

Do
• Compete vigorously in the marketplace to ensure OCP’s success.
• Make sure that all decisions about pricing and output are made by
the Group alone, and not in coordination with its competitors.
• Consult with the Legal Department whenever competition issues
or concerns arise.

Don’t
• Discuss or enter into an agreement with a competitor to fix or
stabilize prices, limit output, allocate customers or territories, or
avoid poaching each other’s employees.
• Share competitively sensitive information with a competitor (e.g.,
pricing, bid plans, marketing or strategy plans, production plans).

OCP Group - Code of Conduct Section B : Standards of conduct 8

 2. Trade controls 3. Anti-money laundering
OCP Group complies with all employees must comply with Money laundering is the process of OCP Personnel are required to be
applicable import and export applicable import and export disguising the proceeds of crime to attentive to any unusual payment,
control laws and sanctions regulations, including securing conceal its unlawful origins. Money invoicing, or banking arrangements,
when conducting business any required licensing for items laundering is illegal and supports and to consult the Legal or Finance
around the world. imported or exported. other crimes, including bribery and Department in the case of any suspicion
As such, each employee must Failure to comply with these corruption, drug trafficking, terrorism, or concern. OCP Personnel must also
ensure that they do not enter into laws may expose OCP Group fraud, tax evasion, and others. OCP conduct verifications on the Business
any business relationship with and, in some countries, the is committed to complying with all Partners and customers with whom
actors subject to international employees concerned, to heavy applicable anti-money laundering laws they interact, sufficient to identify and
trade sanctions recognized fines, legal action, sanctions, and takes steps to prevent engaging address any financial crime risks our
by the Kingdom of Morocco or and/or criminal prosecution. in or facilitating money laundering or third party relationships may present.
sanctioned under any other related offenses.
applicable law. In addition,
Do Don’t
Identify suspicious transactions Accept abnormal settlement/payment
and contact the Legal or Finance methods.
Department for a clearance of any
such transaction.

OCP Group - Code of Conduct Section B : Standards of conduct 9

 4. Anti-bribery and anti-corruption
Bribery and corruption have the potential to tarnish the These prohibitions apply to bribery of both private parties
Do
reputation of OCP and violate the trust that we have built and government officials. Kickbacks and facilitation
during our century of existence. They can also threaten payments are also prohibited. Refer to the Anti-Bribery and Anti-
economic and social development, impair fair trade, Corruption Policy before offering or giving
OCP does not prohibit the exchange of gifts and hospitality.
and give rise to substantial criminal or civil penalties anything of value to a third party.
However, gifts and hospitality must be within the scope
for companies and individuals. OCP thus prohibits all
of honest and fair commercial practices and comply with
forms of corruption, including any direct or indirect act
of bribery.
the principles set forth in the OCP Anti-Bribery and Anti- Don’t
Corruption Policy available on our website.
OCP Personnel may not directly or indirectly: Give or accept anything of value that is
OCP Personnel must also comply with the guidance
intended to induce the recipient to grant
• Give, approve, promise, authorize, or offer to give set forth in the Anti-Bribery and Anti-Corruption
Policy concerning interactions with Business Partners, an improper favor or advantage.
anything of value with the intention of influencing
the recipient to take any improper action, or to charitable donations, political contributions and
refrain improperly from taking any action, which activities, and corporate transactions.
may result in an advantage or benefit to OCP or any
related party.
• Receive, accept, or agree to accept anything of
value if such item is intended to induce or reward
an improper action or lack of action, or to gain an
improper advantage.

OCP Group - Code of Conduct Section B : Standards of conduct 10

 5. Conflicts of interest
A conflict of interest can arise when a director,
officer, or employee of OCP has a personal
interest that has the potential to compromise, or
appear to compromise, directly or indirectly, the
individual’s ability to make objective decisions in
the interest of the Group.
Such an interest may be economic, financial, po-
litical, professional, or personal in nature, and
could concern any benefit to the individual or
in favour of his or her relatives, friends, or per-
sons or organizations with whom he or she has
or has had business relations unrelated to OCP
business.
OCP Personnel should seek to avoid direct or
indirect conflicts of interest where possible and
are required to declare any actual, perceived, or
potential conflict of interest to a manager.

OCP Group - Code of Conduct Section B : Standards of conduct 11

 II. Safeguarding information and protecting data
OCP’s intangible assets can be highly valuable and critical to our business. They should be guarded closely and used wisely. We are also committed to respecting applicable data
protection and privacy laws wherever we operate.

1. Intellectual property
OCP Group aims to protect and maximize the OCP Personnel are required to comply with
Do
potential of the intellectual property of the Group OCP’s intellectual property rules. These rules
and to respect the intellectual property rights of are designed to protect and preserve OCP’s Protect all intellectual property belonging to or
third parties. intellectual property, including such intellectual developed for the OCP Group.
property that OCP Personnel may develop,
Intellectual property includes patent rights,
access, or learn about. The rules require all OCP
trademarks, domain names, copyrights, design
Personnel to disclose promptly and in writing
rights, database rights, rights in know-how, trade
to OCP Group any materials or other work
Don’t
secrets, and other confidential information, and
product that they develop, alone or with others, • Use any intellectual property developed for or
all tangible and intangible embodiments of any
while employed by OCP. Such disclosures must
such rights. belonging to a third party in violation of OCP
comply with any directions that may be provided
Group intellectual property rules.
OCP invests in and promotes innovation that may by OCP Group. Such materials and other work
lead to the development of intellectual property. product will, subject to narrow exceptions, be • Use the Group’s logo (or any other intellectual
This intellectual property belongs to OCP and owned exclusively by OCP, and OCP will have property rights) on a document made available
may be very valuable. OCP Personnel may be the exclusive right to obtain and own intellectual to any third party, on any media type, without the
involved in the development of OCP intellectual property associated with such materials and Group’s written prior approval.
property or otherwise learn about, access, or other work product and to determine how the
become aware of it. materials, other work product and associated
intellectual property are used.

OCP Group - Code of Conduct Section B : Standards of conduct 12

 The OCP intellectual property rules also require
each employee, during and after the term of
employment, to assist OCP in securing and
protecting OCP intellectual property and to
comply with confidentiality requirements.
The intellectual property rules also limit certain
uses of third party intellectual property in
ways intended to reduce the risk of infringing
the intellectual property rights of others and
maximize the value of the OCP intellectual
property. OCP Personnel cannot use, without
OCP’s prior written permission, any intellectual
property that they develop, have access to, or
learn about in connection with their employment,
other than for purposes fulfilling their obligations
to OCP.

OCP Group - Code of Conduct Section B : Standards of conduct 13

 2. Information and data 3. Personal data and privacy
OCP Personnel collaborate extensively the Group, by complying with the OCP OCP is committed to protecting the per- OCP Personnel are required to comply
in performing their duties, and may Group Data Classification Policy. This sonal data of OCP Personnel, Business with the OCP Group Data Protection
need to share sensitive information to policy describes how we classify data, Partners, and any other third parties rules. The Charter describes the steps
do so. the safeguards in place to protect whose personal data we may process. OCP takes to protect the personal data of
sensitive information, and the rules OCP collects, uses, and shares perso- OCP Personnel, Business Partners, and
OCP Personnel are required to protect
OCP Personnel must follow when nal data in compliance with applicable any other third parties whose personal
and preserve the confidentiality of any
disseminating such information. data protection laws, and does so only data may be processed by OCP.
information considered sensitive by
for purposes related to its business ac-
tivities.
Do Don’t
Refer to the OCP Group Data Share information internally without
Classification Policy before sharing or first considering its sensitivity and
refusing to share information. implementing the safeguards required
by the OCP Group Data Classification
Policy.

OCP Group - Code of Conduct Section B : Standards of conduct 14

 III. Respecting people
1. Respect and promote human rights
OCP is committed to promoting and respecting internationally acknowledged human rights, including, among others, those expressed in the eight fundamental
conventions of the International Labour Organization (“ILO”) and the ILO’s Declaration on Fundamental Principles and Rights at Work.

We seek to: We do not permit the use of forced, trafficked, or such as information, participation, remedy, and
child labour in our own operations or those of our freedom of expression and association, is critical
• Avoid causing or contributing to adverse
Business Partners. We comply with applicable for the protection of a safe, clean, healthy and
human rights impacts through our own
laws related to wages, working hours, overtime, sustainable environment. Considering this key
operations and activities, addressing such
and workplace conditions, and we respect the interdependence and aligned with the UN’s
impacts when they occur.
rights to freedom of association and collective Framework Principles on Human Rights and the
• Prevent or mitigate adverse human rights bargaining. Environment, OCP considers the right to a safe,
impacts that are linked to our own operations, clean, healthy and sustainable environment to be
We also recognize the interdependence of human
products or services through our business one of the human rights that we seek to respect.
rights and environmental protection. All human
relationships, taking steps to ensure that our
beings depend on the environment in which The steps we take to fulfil these commitments
Business Partners meet our human rights
they live. A safe, clean, healthy and sustainable are described in greater detail in the OCP General
standards.
environment is integral to the full enjoyment Human Rights Policy, available on our website.
of a wide range of human rights, including the
rights to life, health, food, water and sanitation.
At the same time, the exercise of human rights

OCP Group - Code of Conduct Section B : Standards of conduct 15

 2. Respect and dignity at work
OCP is committed to fostering an inclusive, OCP Personnel who observe or experience conduct
supportive, and open work environment, free of that violates the standards set forth in this section
violence, intimidation, bullying, or harassment. OCP should contact the Human Capital Executive
will not tolerate such conduct, whether it is directed Management or report their concerns via the
at OCP Personnel or any other person interacting reporting hotline described below.
with the Group. All OCP Personnel are expected to
treat one another with respect and dignity, regardless
of gender, disability, age, academic background,
culture, religion, nationality, or other protected
characteristics under applicable law.

Do Don’t
Report and communicate any situation that may Treat others in a way that is disrespectful or
violate these standards. violates their dignity.

OCP Group - Code of Conduct Section B : Standards of conduct 16

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 3. Fair treatment and non-discrimination
OCP seeks to ensure that every employee, regardless of
Do Don’t
his or her gender, race, ethnicity, nationality, disability,
cultural background, religion, or any other protected Respect and treat every individual fairly Judge or treat others differently based on
characteristic under applicable law, is treated fairly and regardless of his or her background or protected gender, race, ethnicity, nationality, cultural
is provided with equal opportunities from the recruiting characteristics. background, or other protected characteristics.
phase through the development of his or her skills and
talent. OCP commits to create an inclusive ecosystem and
to plan career development based only on qualification,
merit and performance.
As such, OCP prohibits any form of discrimination in
employment and requires its employees to behave in
accordance with this principle in their dealings with each
other and with third parties.

OCP Group - Code of Conduct Section B : Standards of conduct 17

 IV. Health, safety, and environment
1. Health and safety
OCP is committed to protecting the health and safety ensure that no situation that could directly or indirectly any other operational or economic considerations. OCP
of all OCP Personnel, and any individuals who visit our compromise the health of anyone in the workplace is is committed to protecting and avoiding damage to the
facilities. permitted. security and well-being of all individuals and communities
affected by its operations.
Health is understood in a broad sense, consistent with OCP further expects that all OCP Personnel, and any
the World Health Organization’s definition: “Health is a individuals who may otherwise work at or visit our sites OCP Personnel are required to apply all best practices
state of complete physical, mental and social well-being and facilities, will comply with applicable workplace and safety rules in every aspect of their jobs. OCP will not
and not merely the absence of disease or infirmity.” safety rules and practices. OCP Group considers the tolerate any non-compliance with these rules.
Compliance with applicable employee health measures safety of OCP Personnel, collaborators and visitors,
are the responsibility of all OCP Personnel, who must and adjacent communities, to take precedence over

Do
• Report to OCP anyone who does not comply with
internal safety rules.
• Inform OCP of any difficulties encountered in
applying the safety rules.

OCP Group - Code of Conduct Section B : Standards of conduct 18

 2. Protection of the environment
OCP considers environmental protection to be a central focus of our and operations do not pose an undue risk to the environment, public
business, including in the conduct of our operations and throughout health, worker’s health, or the communities where we operate. This
our value chain. We are committed to minimizing our impact on includes complying with applicable environmental review, permitting
the environment and to promoting the responsible use of natural and reporting requirements, and conducting regular reviews of
resources, and all OCP Personnel and Business Partners have a role applicable environmental law and industry best practices.
to play in achieving this commitment. We will be transparent in our
OCP is committed to developing projects and products in a way that
reporting on our performance in meeting these objectives.
is consistent with the sustainable protection and preservation of the
OCP Personnel are required to comply with legislative and regulatory environment. OCP Personnel must consider short and long-term
requirements, international standards and industry best practices, environmental impacts in carrying out their work, including when
and the OCP General Environmental Management Policy (available choosing between different technological options.
on our website.), to ensure that OCP’s processes, projects, services,

OCP Group - Code of Conduct Section B : Standards of conduct 19

 V. Responsibilities and violation
All OCP Personnel must commit to respect this Code and related policies and procedures that OCP has implemented, or
may implement from time to time, to ensure compliance with the principles set forth in the Code.

1. Zero tolerance 2. Reporting and investigations

OCP will not tolerate any violation of the Code of Conduct, OCP has established a whistleblowing procedure factual basis for the report, or who provide relevant
related policies, or any laws or regulations applicable and commits to process complaints by following the information or otherwise assist in any investigation
to its business and activities. Any suspected violation of principles of fairness, honesty, and transparency. or inquiry of potential misconduct, will be protected
this Code must be reported, will be taken seriously and against retaliation. The reporting hotline is also
OCP Personnel should report immediately any
investigated promptly, and may lead to disciplinary actions available to Business Partners and any other third
suspected or actual violations of this Code.
up to and including termination. Violations of law may parties who may wish to report suspected violations
OCP Personnel may file reports internally
also result in civil and criminal penalties. of the Code.
with the Legal Department by contacting
whistleblowing@ocpgroup.ma OCP Personnel are required to cooperate fully and
truthfully with any internal or external investigation
Individuals may elect to report anonymously in
into alleged violations of law, this Code of Conduct,
Morocco, and in other jurisdictions to the extent
or any other form of misconduct.
permitted by local law. Individuals who report
potential misconduct in good faith, meaning that they
have a sincere and reasonable belief that there is a

OCP Group - Code of Conduct Section B : Standards of conduct 20

 VI. Implementation
1. Effective date 2. Applicability 3. Training
The Code of Conduct is effective on the « latest revision The Code is applicable to all OCP Personnel. In the event All OCP Personnel are obliged to read, understand, and
date » as indicated on the title page hereof. of a conflict between the law and this Code, and when it agree to comply with the principles set forth in this Code.
is not possible to comply with both, OCP Personnel are We will deliver training on the Code to help OCP Personnel
required to comply with the law. In the event of a conflict comply with this obligation.
between the Code and local practices, OCP Personnel
are to comply with the Code. Any such conflict that may
have an impact on OCP’s business should be reported to a
manager or the Legal Department.

OCP Group - Code of Conduct Section B : Standards of conduct 21

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