The governing body governs the ethics of the organisation in a way that enables an ethical culture and responsible corporate citizenship.

Exception declaration

All the recommended practices in support of Principle 2 have been implemented.

Specific disclosures

(a) Disclosures in relation to organisational ethics:

1. Whether the governing body is satisfied with the effectiveness of the organisation's management of ethics in creating an ethical culture.
   
   The board is satisfied that Nedbank's management of ethics is effective in creating and sustaining an ethical culture across the organisation.
   
   Ethics is governed in a way that supports an ethical culture, where we seek to ensure that ethical practices and behaviours are effectively embedded across all functions and activities of the organisation. The board establishes the tone at the top, and the group has implemented a comprehensive governance structure aimed at giving effect to the responsibilities of the board in relation to ethics. In addition to signing the annual Board Ethics Statement, whereby the board (individually and collectively) commits to conducting itself according to the highest standards of integrity, the board, through the Group Transformation, Social and Ethics Committee (GTSEC), provides leadership and strategic guidance on how ethics should be addressed across the organisation. It does this by, among other things, conducting a review of and approving the Employee Code of Ethics and Conduct annually and providing oversight of the adoption and periodic review of all ethics-related policies.
   
   The board has delegated the management of ethics and human rights to Group Compliance: Group Reputational Risk and Ethics and provides oversight and guidance on all ethics initiatives implemented across the group, which include the implementation of ethics-related policies, training and awareness initiatives; employee conduct investigations; and other measures designed to promote an ethical culture. Additionally, the board ensures that independent ethics risk assessments are conducted for the group every 3 to 4 years and provides strategic guidance and oversight of the implementation of the ethics management plan, which is developed to address the outcomes of these assessments. The latest Ethics Risk and Opportunity Assessment, performed by The Ethics Institute, was finalised during 2025.
   
   GTSEC receives comprehensive reports from Group Reputational Risk and Ethics covering the state of ethics and human rights in the business. This report includes an overview of key trends and regulatory developments in relation to ethics and human rights, information on whistleblowing and employee conduct investigations, updates on ethics and human rights management across the group, and other ethics and human rights risk indicators from across the group. The report received by GTSEC recognises that being ethical goes beyond legal and regulatory compliance. It monitors all ethical requirements in terms of the Companies Act, 71 of 2008; the Banks Act, 94 of 1990; regulations; supervisory requirements; as well as all other requirements in terms of the Nedbank Code of Ethics and Conduct (including compliance by directors and employees with the group's Code of Ethics and Conduct) and related policies. In addition to this, the Group Chief Compliance Officer (Group CCO) has monthly meetings with the board Chairperson to provide an update on the group's performance in relation to ethics and human rights.
   
   For more information, please refer to the 'Ethics Review' chapter of our 2025 Governance Report.


 

2. Whether the governing body is satisfied that arrangements for the prevention and detection of fraud, corruption and money laundering are effective and that significant incidents have been appropriately responded to, to manage consequences and prevent future occurrences.
   
   Nedbank's Integrated Financial Crime Risk Management (IFCRM) Framework continues to support the group's commitment to ethical conduct, sound governance and sustainable value creation. Financial crime, as defined by Nedbank, includes cybercrime, commercial and violent crime (i.e. fraud, corruption and violent crime), money laundering, terrorist financing, proliferation finance and sanctions contraventions, exchange control violations, market abuse, tax evasion, and privacy breaches. We manage financial crime risk through preventative, detection and responsive measures – including timeous reporting, an embedded organisational culture of ethics and integrity, and risk management systems – that support and enable effective prevention of financial crime.
   
   For more information, please refer to the section with the heading 'Integrated financial crime risk management' in the 'Financial Crime' chapter of our 2025 Governance Report.

(b) Disclosures in relation to corporate citizenship:

1. Whether the governing body is satisfied that the organisation's purpose, values as well as the impacts and outcomes of its activities and outputs are congruent with responsible corporate citizenship.
   
   The board is satisfied that Nedbank's purpose and values, as well as the impacts and outcomes of its activities and outputs, are congruent with responsible corporate citizenship.
   
   Corporate citizenship is the recognition that an organisation is an integral part of society with concomitant rights, responsibilities and obligations towards it. Corporate citizenship is imbued within our vision of being Africa's most admired financial services provider and is crystallised in our purpose to use our financial expertise to do good. Our strategy is therefore purpose-led, is values-driven and takes into account the needs and expectations of the stakeholders and societies in which we operate. We have a responsibility to contribute positively towards the social, economic and environmental development of the societies in which we operate. The teams driving our sustainability and social responsibility strategy and processes through the organisation include Group Reputational Risk and Ethics; Sustainability; Human Resources (Learning and Development, Remuneration, and Transformation); Occupational Health and Safety; Group Financial Crime, Forensics and Security (GFCFS); Group Tax; and the Social Impact Unit.
   
   
   Society
   The board provides strategic guidance on matters that relate to Nedbank's impact on the well-being of society. From a human rights perspective we report through our biannual State of Ethics and Human Rights Report to the board, with periodic reviews of the Group Human Rights in Business Statement and an annual review of the Modern Slavery Act Statement included. Implementation of our human rights plan will continue during 2026 with a risk-based approach, considering the outcomes of the human rights impact assessment, which is in the process of finalisation.
   
   The board also provides direction in relation to the management of human rights risk as part of our commitment to conducting business ethically and responsibly. The Group Human Rights in Business Statement and the Modern Slavery Act Statement set out our commitments and further outline steps that we have taken to ensure that human rights are monitored, respected and upheld. Our clients in high-impact sectors are assessed on social impact, including human rights, through a social and environmental assessment. This assessment was again updated in 2025 to include more detailed declarations from stakeholders to enable comprehensive reporting and effective decision-making. Sign-off on social and environmental risk (which includes aspects of human rights in business) is a prerequisite for a credit committee considering a credit application. The board has also delegated responsibility for the management of human rights to several key functions across the organisation, and Group Reputational Risk and Ethics serves as the central function for the oversight and coordination of human rights considerations across the group.
   
   There are further arrangements in place for familiarising stakeholders (including suppliers) with the organisation's ethical standards and ensuring accountability with regard to these standards. Social and environmental risk is one of the risks that Nedbank actively monitors. Whether strategic or operational in nature, it is viewed as seriously as all other risks to which our business is exposed.
   
   In 2025, the social risk metrics that were developed in 2024 were piloted, refined and implemented, aligning with international best practices and environmental, social and governance (ESG) rating agencies' assessments. These metrics focus on transparent reporting of forced and child labour, assessing supplier compliance with child labour laws, and include metrics on reported violations of labour laws, incidents of workplace discrimination or harassment, unmet sustainable investment targets, investor engagement on ESG issues, and corruption and fraud cases related to sustainable funding. These metrics are now being included in board reports.
   
   Our commitment to community development is deeply ingrained in our corporate ethos. We believe in creating a positive and lasting impact that transcends mere financial contributions. Our corporate social investment (CSI) initiatives are designed to drive meaningful change, foster sustainable development, and uplift communities across South Africa. One of the cornerstones of our approach is the rigorous measurement of our initiatives' impact through social return on investment (SROI). By employing SROI, we quantify the social, environmental, and economic value generated by our projects, ensuring that our efforts deliver tangible benefits to the communities we serve. This methodology allows us to transparently assess the effectiveness of our programmes, optimise resource allocation, and maximise the positive outcomes for our stakeholders.
   
   For more information, please refer to our 2025 Society Report.
   
   
   Economy
   As a responsible corporate citizen, Nedbank recognises that a fair, transparent and sustainable tax system is fundamental to supporting strong economies and resilient societies. The board remains accountable for setting the group's tax philosophy and overseeing the governance, controls and behaviours that underpin our tax practices. In fulfilling this mandate, the board and the Group Audit Committee (GAC) ensure that our tax approach reflects our purpose-led strategy and our commitment to responsible corporate citizenship. Our tax strategy supports our role as a constructive participant in the economies in which we operate. We are committed to paying the right amount of tax, in the right place, at the right time, and to contributing our fair share to public finances within the framework of applicable tax laws. In doing so we act with integrity, prioritise certainty and transparency, and uphold the principle that tax is a core component of our economic contribution to society.
   
   We engage with revenue authorities in a manner that is open, professional and solutions‑oriented, supporting cooperative relationships that enhance trust and predictability. Consistent with global responsible‑tax expectations, we avoid aggressive tax planning, ensure our business structures are grounded in commercial purpose, and apply tax incentives only where aligned with sustainable economic outcomes. This enables us to contribute meaningfully to national priorities while supporting investor confidence, economic stability and long‑term value creation for all stakeholders.
   
   For more information, please refer to the 'Tax Review' chapter of our 2025 Governance Report.
   
   
   Environment
   The importance of sustainability, nature, mitigating climate risk, and ESG considerations has become increasingly central to our business strategy, operations, and risk management practices. The mandate of the Sustainability Risk Committee, a subcommittee of the Group Executive Committee (Group Exco), was broadened from oversight of climate risk to sustainability risk, aligning with the Group Sustainability and Climate Resilience Committee (GSCRC). By integrating sustainability, nature and ESG considerations into Nedbank's business strategies; enhancing our risk management frameworks; and engaging proactively with our clients and stakeholders, we continue to lay a solid foundation for our group's sustainable future. The governance of climate and sustainability risks has been firmly established in our frontline business to ensure the effectiveness of our 3 Lines of Defence (3LoD) Model.
   
   We have developed risk management and reporting tools in consultation with experts and stakeholders, including government departments, non-governmental organisations, and other institutions. These tools help clients meet statutory requirements, protect shareholder and stakeholder interests, and safeguard communities and the environment. They focus on high-impact industries such as agriculture, mining, oil, gas, construction, water infrastructure, manufacturing, and waste management. We fully recognise the interconnectedness of climate change and nature, and we are conducting a Nature Risk Assessment to understand the impacts and dependencies on nature of our clients in prioritised sectors of our portfolio.
   
   Climate change represents the most significant threat faced by society today, with widespread impacts. As a purpose-driven business, we are dedicated to taking a leading role in addressing nature loss and climate change, considering local socioeconomic conditions and climate vulnerabilities. We will persist in identifying, managing, and mitigating ESG-related risks through our ESG Risk Management Framework, Climate Risk Management Framework and the Social and Environmental Management System (SEMS) at a transactional level. Collaborating with stakeholders and clients, we aim to unlock ESG-related opportunities to deliver value for our stakeholders and broader society.
   
   For more information, please refer to our 2025 Climate Report.