Conflicts of interest and share dealings

Directors are obliged to disclose their shareholdings, additional directorships and any potential conflicts of interest, direct or indirect that may arise, at every meeting of the board. These are recorded in the minutes of the board meetings. Directors are also given the opportunity to submit an annual declaration of their interests and a list of directorships in terms of the Bell Code of Business Conduct and Sections 234 and 216 of the Companies Act, 1973.

In line with the JSE’s Listings Requirements and the prohibitions contained in the Insider Trading Act, all directors and senior management employees are barred from dealing in Bell’s shares during “closed periods” as provided for in terms of the JSE’s Listings Requirements.

Directors are compelled to disclose their intended share dealings and obtain written approval from the Chairman and Group Company Secretary, prior to dealing in the shares of the company. The Group Company Secretary, in conjunction with the corporate sponsor, publishes details of the transaction on the JSE’s stock exchange news service.Directors’ interests and shareholdings are disclosed on page 47 of this annual report.