Code of Conduct

1. Purpose and Status of the Code

1.1 Purpose

The Fuel Wholesalers Association (Pty) Ltd (“FWA” or “the Association”) is committed to promoting a lawful, ethical, professional, competitive, safe and sustainable petroleum industry in South Africa.

This Code of Conduct (“the Code”) establishes the principles and standards of conduct expected of FWA members and provides a common framework through which members demonstrate their commitment to responsible participation in the petroleum industry.

• promote integrity and professionalism within the petroleum wholesale sector;
• encourage lawful and responsible petroleum trading;
• protect and enhance confidence in FWA membership;
• promote fair competition and ethical commercial conduct;
• support high standards of petroleum product integrity, safety and environmental responsibility;
• encourage constructive engagement between industry, government, regulators and other stakeholders;
• protect the reputation and institutional integrity of the FWA; and
• contribute to a resilient, inclusive, competitive and sustainable South African petroleum industry.

1.2 Status of the Code

Compliance with this Code is a condition of continued membership of the FWA, subject to the Association’s governing documents, membership terms, rules and applicable policies.

The Code does not replace any law, regulation, licence condition, contractual obligation or regulatory requirement applicable to a member. Where legislation or a regulatory requirement imposes a higher standard than this Code, that requirement prevails.

FWA membership does not constitute regulatory approval, certification of legal compliance, a petroleum licence, financial endorsement, or a guarantee by the FWA of a member’s conduct, products, services or commercial obligations.

Each member remains independently responsible for its own legal, regulatory, commercial and operational compliance.

2. Scope and Definitions

2.1 Application

This Code applies to all categories of FWA membership. Members must take reasonable steps to ensure that their directors, officers, employees, representatives and persons acting on their behalf conduct themselves consistently with the principles of this Code when undertaking activities relevant to FWA membership or the petroleum industry.

2.2 Definitions

Association or FWA means Fuel Wholesalers Association (Pty) Ltd.

Member means any natural or juristic person admitted to membership of the FWA in accordance with the applicable membership category, requirements and rules of the Association.

Petroleum Products includes petroleum products regulated under applicable South African legislation and other fuel or energy products relevant to a member’s petroleum-related activities.

Regulatory Authority means any national, provincial or local authority, regulator or statutory body having jurisdiction over activities undertaken by a member.

Stakeholder includes customers, suppliers, employees, contractors, communities, government, regulators, industry participants and other persons or organisations materially affected by a member’s activities.

3. Core Principles of FWA Membership

3.1 Integrity

Conduct business honestly, ethically and transparently.

3.2 Compliance

Respect and comply with applicable laws, regulations, licence conditions and lawful regulatory requirements.

3.3 Professionalism

Maintain standards of conduct that contribute positively to the reputation and development of the petroleum industry.

3.4 Accountability

Accept responsibility for business decisions, representations and conduct.

3.5 Fairness

Deal fairly with customers, suppliers, employees, competitors and other stakeholders.

3.6 Safety

Prioritise the health and safety of employees, contractors, customers, communities and the public.

3.7 Environmental Responsibility

Conduct operations responsibly and seek to prevent or minimise avoidable environmental harm.

3.8 Collaboration

Contribute constructively to the development of the petroleum industry while respecting competition law and the commercial independence of other participants.

4. Legal and Regulatory Compliance

4.1 General Obligation

Members must conduct their businesses in accordance with all laws and regulatory requirements applicable to their activities.

• petroleum licensing and regulation;
• competition law;
• taxation, customs and excise;
• occupational health and safety;
• environmental management;
• transport and dangerous goods;
• employment and labour;
• consumer protection;
• protection of personal information;
• corporate governance;
• municipal and land-use requirements; and
• other applicable national, provincial or municipal requirements.

4.2 Responsibility for Compliance

Each member is independently responsible for understanding and complying with the legal and regulatory requirements applicable to its business. Membership of the FWA does not transfer this responsibility to the Association.

4.3 Regulatory Cooperation

Members must engage honestly and professionally with Regulatory Authorities.

• provide materially false or misleading information to a Regulatory Authority;
• falsify regulatory documents;
• conceal material information where disclosure is legally required;
• improperly interfere with a regulatory process; or
• represent that FWA membership exempts them from regulatory requirements.

5. Petroleum Licensing and Regulatory Integrity

5.1 Licensing and Regulatory Representations

Any member making a representation concerning a petroleum licence, permit, approval, authorisation or regulated activity must ensure that the representation is accurate and not materially misleading.

• holds a petroleum licence or authorisation that it does not hold;
• has received regulatory approval that has not been granted;
• is authorised to undertake activities beyond the scope of its applicable licence or legal authority; or
• has a regulatory status materially different from its actual status.

5.2 Use of Licences and Credentials

• petroleum licences;
• licence numbers;
• regulatory certificates;
• company credentials;
• permits;
• approvals; or
• documentation belonging to another person or entity.

Members must not knowingly misuse, falsify, alter or improperly use such licences, credentials, approvals or documentation.

5.3 Supporting Arrangements and Documentation

• petroleum storage;
• product supply;
• transportation;
• insurance;
• operational capability;
• ownership or control;
• contractual relationships; or
• other information submitted to a regulator or commercial counterparty.

Members must not knowingly make materially false or misleading representations concerning these arrangements.

5.4 Unlawful Petroleum Activities

Members must not knowingly facilitate, participate in or materially assist unlawful petroleum activities. Where uncertainty exists regarding the legality of a proposed activity, members are expected to obtain appropriate professional or regulatory guidance before proceeding.

6. Ethical Business Conduct and Anti-Corruption

6.1 Integrity in Business

Members must conduct business honestly and in good faith and must not engage in fraud, deception, deliberate misrepresentation or other materially dishonest business practices.

6.2 Bribery and Corruption

Members must not offer, solicit, give or accept bribes, kickbacks or other improper inducements, or improperly attempt to influence public officials, regulators, procurement processes, customers, suppliers or other commercial counterparties.

6.3 Business Records

Members should maintain records appropriate to their business and as required by law. Records submitted to regulators, the FWA, customers, financial institutions or other stakeholders must not knowingly contain materially false or misleading information.

6.4 Fraudulent Documentation

The creation, alteration or use of fraudulent documentation relating to petroleum transactions, licensing, supply, storage, transport, product quality or other material commercial matters may constitute a breach of this Code.

7. Fuel Quality, Product Integrity and Lawful Provenance

7.1 Product Compliance

Members involved in the supply, storage, transport or handling of petroleum products must take reasonable measures appropriate to their role to ensure that products comply with applicable legal, regulatory and specification requirements.

7.2 Product Integrity

• unlawful fuel adulteration;
• illegal blending;
• deliberate product substitution;
• fraudulent misrepresentation of product grade or specification;
• concealment of known material contamination;
• falsification of product-quality documentation; or
• other deliberate practices intended to deceive customers or regulators regarding petroleum product integrity.

Knowing participation in such conduct may constitute a serious breach of this Code.

7.3 Lawful Sourcing and Provenance

Members must not knowingly misrepresent the source, ownership, specification or lawful provenance of petroleum products. Members should take reasonable measures, appropriate to their role and risk profile, to transact through lawful supply channels and maintain appropriate supporting documentation.

7.4 Quality Control

Members should maintain quality-control measures appropriate to the nature and scale of their activities. Where suspected contamination, off-specification product or another material product-integrity risk arises, members should act promptly and responsibly in accordance with applicable legal, contractual and safety requirements.

7.5 Traceability and Documentation

Where legally or operationally appropriate, members should maintain sufficient transaction and product documentation to support reasonable traceability within the supply chain.

8. Fair Competition and Competition Law

8.1 Principle

FWA strongly supports lawful and vigorous competition. Because the Association brings together businesses that may compete with one another, FWA activities must never be used to facilitate anti-competitive conduct.

8.2 Prohibited Conduct

• price fixing;
• bid rigging;
• market allocation;
• customer allocation;
• collusion;
• coordinated restriction of supply; or
• other prohibited anti-competitive conduct.

Members must not use FWA meetings, committees, events, communications, digital platforms or relationships to facilitate such conduct.

8.3 Competitively Sensitive Information

Members must exercise appropriate caution regarding the exchange of competitively sensitive information. FWA forums must not be used improperly to exchange confidential information concerning future pricing strategies, customer-specific commercial arrangements, margins, bidding strategies, market allocation or other competitively sensitive matters where such exchange may contravene competition law.

8.4 Independent Commercial Decision-Making

Every member must independently determine its own pricing, customers, suppliers, markets, commercial strategy and contractual arrangements, subject to applicable law.

8.5 FWA Competition Law Protocol

Members must comply with any Competition Law Protocol formally adopted by the FWA. A member who believes an inappropriate competition-related discussion is occurring during an FWA activity is encouraged to raise the concern immediately.

9. Health, Safety and Operational Responsibility

9.1 Commitment to Safety

Members must give appropriate priority to the health and safety of employees, contractors, customers, transport operators, communities and the public.

9.2 Safety Management

Members should maintain health and safety systems appropriate to the nature, scale and risk profile of their operations.

• risk assessments;
• employee and contractor training;
• emergency preparedness;
• incident reporting and investigation;
• safe operating procedures;
• appropriate personal protective equipment;
• contractor-management procedures; and
• continuous improvement measures.

9.3 Petroleum Handling

Members involved in petroleum storage, handling, loading, unloading or transportation must take reasonable measures to manage the inherent risks associated with petroleum products.

9.4 Incident Management

Material safety incidents must be managed and reported in accordance with applicable legal and regulatory requirements. Members should investigate significant incidents and implement appropriate corrective measures to reduce the likelihood of recurrence.

10. Environmental Responsibility

10.1 Environmental Stewardship

Members should conduct their activities in a manner that seeks to prevent or minimise avoidable environmental harm.

10.2 Compliance

Members must comply with environmental legislation, authorisations and regulatory requirements applicable to their operations.

10.3 Pollution Prevention

• spill prevention and response;
• leak detection and management;
• contamination prevention;
• responsible waste management;
• hazardous materials;
• environmental incident response; and
• remediation where legally required.

10.4 Environmental Incidents

Environmental incidents must be addressed promptly and reported to the appropriate authorities within the timeframes required by applicable law.

10.5 Continuous Improvement

Members are encouraged to identify commercially and operationally appropriate opportunities to improve energy efficiency, resource efficiency, emissions management, waste reduction and environmental performance.

11. Employees, Human Rights, Transformation and Development

11.1 Dignity and Respect

Members should provide workplaces in which people are treated with dignity and respect. Unlawful discrimination, harassment, intimidation and abusive conduct are inconsistent with FWA values.

11.2 Employment Practices

Members must comply with applicable employment and labour legislation.

11.3 Skills Development

Members are encouraged to invest in employee training, professional development, industry skills, leadership development, mentorship and development of future petroleum-industry professionals.

11.4 Transformation and Inclusive Participation

FWA supports the development of an inclusive and transformed South African petroleum industry. Members are encouraged, where appropriate, to contribute to lawful initiatives supporting skills development, enterprise development, meaningful economic participation, youth development, employment creation and broader transformation of the petroleum sector.

12. Responsible Commercial Conduct

12.1 Fair Dealing

Members should deal fairly, professionally and honestly with customers, suppliers and commercial counterparties.

12.2 Representations

Members must not knowingly make materially false or misleading representations concerning their business, licences, products, capabilities, commercial relationships, FWA membership status or services offered.

12.3 Contractual Conduct

Members are expected to enter commercial agreements in good faith and make reasonable efforts to honour their lawful contractual obligations. Commercial disputes alone do not necessarily constitute breaches of this Code.

12.4 Complaints

Members should maintain reasonable mechanisms appropriate to their business for dealing with legitimate customer or stakeholder complaints.

13. Community and Stakeholder Engagement

13.1 Constructive Engagement

Members recognise that petroleum activities can have significant economic, environmental and social impacts and are encouraged to maintain constructive stakeholder relationships, engage respectfully with affected communities, respond appropriately to legitimate concerns, respect local communities and cultural considerations, contribute positively to local economic development where reasonably possible, and communicate responsibly regarding matters affecting stakeholders.

14. Conflicts of Interest

14.1 Disclosure

Members participating in FWA governance, committees, procurement, disciplinary matters or decision-making processes must disclose material conflicts of interest where those conflicts could reasonably affect impartial decision-making.

14.2 Management of Conflicts

Where appropriate, a person with a material conflict may be required to disclose the conflict, recuse themselves from relevant deliberations, refrain from voting or take other reasonable measures to manage the conflict.

14.3 FWA Representatives

These principles also apply, where relevant, to directors, officers, committee members and authorised representatives acting on behalf of the FWA.

15. Confidentiality, Privacy and Information Security

15.1 Confidential Information

Members must appropriately protect confidential information obtained through FWA activities or commercial relationships. Confidential information must not be improperly used for personal or commercial advantage.

15.2 Competition-Sensitive Information

Confidentiality obligations do not authorise the exchange of information prohibited by competition law.

15.3 Personal Information

Members must handle personal information in accordance with applicable data-protection legislation, including the Protection of Personal Information Act where applicable.

15.4 Information Security

Members should implement reasonable technical and organisational information-security measures appropriate to their size, operations and risk profile.

15.5 Continuing Confidentiality

Obligations relating to genuinely confidential information may continue after membership ends where required by law, agreement or the nature of the information.

16. Responsible Use of FWA Membership, Name and Brand

16.1 Membership Representations

Members may accurately represent their membership status in accordance with FWA brand and membership rules.

16.2 Prohibited Representations

• the FWA guarantees their business or financial standing;
• the FWA guarantees their products or services;
• FWA membership constitutes regulatory approval;
• the FWA endorses a specific commercial transaction;
• the member speaks on behalf of the FWA without authority; or
• the member has received a certification or verification that has not actually been granted.

16.3 FWA Intellectual Property

The FWA name, logo, membership marks and other intellectual property may only be used in accordance with applicable FWA rules.

16.4 Membership Status

A member whose membership has expired, been suspended or terminated must cease representing itself as a current member in accordance with applicable FWA requirements.

16.5 Unauthorised Representation

No member may issue statements on behalf of the FWA without appropriate authority.

17. Conduct Affecting the Association

17.1 Institutional Integrity

Serious unlawful, fraudulent or materially unethical conduct that has a substantial connection to FWA membership or creates a material risk to the integrity of the Association may constitute a breach of this Code, subject to fair process.

17.2 Legitimate Independence and Criticism

Nothing in this Code prevents a member from expressing legitimate disagreement with FWA policy, raising concerns regarding FWA governance, making protected disclosures, exercising lawful rights, engaging independently with regulators or government, or participating in legitimate public debate. Good-faith criticism or disagreement does not, by itself, constitute misconduct.

18. Reporting Concerns and Protection Against Retaliation

18.1 Reporting

Members, employees and relevant stakeholders should be able to raise legitimate concerns regarding suspected serious misconduct. The FWA may establish appropriate reporting mechanisms for concerns relating to alleged breaches of this Code.

18.2 Good-Faith Reporting

No person should suffer improper retaliation for making a genuine report in good faith.

18.3 False or Malicious Complaints

Knowingly making materially false or malicious allegations may itself constitute misconduct. An allegation that is ultimately not substantiated does not become malicious merely because insufficient evidence exists to prove it.

18.4 Confidentiality

Reports should be handled with appropriate confidentiality, subject to fair process, applicable law, the rights of affected parties and the requirements of a proper investigation.

19. Complaints, Accountability and Disciplinary Principles

19.1 Complaints

The FWA may receive complaints concerning alleged breaches of this Code in accordance with its applicable Complaints and Disciplinary Procedure. An allegation does not itself establish a breach.

19.2 Scope of FWA Proceedings

FWA disciplinary proceedings concern membership standards and membership consequences. They do not determine criminal guilt, civil liability or regulatory liability, and do not replace the jurisdiction of courts, law-enforcement agencies or Regulatory Authorities.

19.3 Fair Process

A member accused of misconduct must ordinarily be informed of the material allegations, given a reasonable opportunity to respond, treated fairly and impartially, and informed of the outcome in accordance with applicable FWA procedures.

19.4 Investigation

The FWA may investigate or refer for investigation allegations that fall within the legitimate scope of the Association. The Board may appoint an appropriate committee, panel, independent person or suitably qualified adviser to assist in considering a matter.

19.5 Cooperation

Members are expected to cooperate reasonably with legitimate FWA investigations relating to their membership obligations, subject to applicable legal rights.

19.6 Outcomes

Where a breach is established through fair process, proportionate outcomes may include:

• guidance or corrective action;
• a request for a remedial undertaking;
• a formal warning;
• conditions attached to continued membership;
• suspension of membership;
• withdrawal of specified membership privileges; or
• termination of membership.

The appropriate outcome should take into account seriousness, intent, repetition, harm caused, cooperation, remedial action and previous relevant conduct.

19.7 Regulatory and Criminal Matters

Where appropriate or legally required, matters may be referred to the relevant authority.

19.8 Appeals or Reviews

Any right of appeal or internal review will be governed by the FWA’s applicable Complaints and Disciplinary Procedure.

20. Member Commitment and Responsibilities

20.1 Commitment

By becoming and remaining a member of the FWA, each member commits to:

• uphold the principles of this Code;
• act honestly in its dealings with the Association;
• maintain accurate membership information;
• comply with legitimate FWA membership requirements;
• avoid misuse of FWA membership or intellectual property;
• contribute constructively to the objectives of the Association; and
• support the advancement of a professional, lawful and sustainable petroleum industry.

20.2 Acknowledgment

Members may be required to acknowledge this Code upon joining and periodically reaffirm their commitment to it. Such acknowledgment represents a commitment to the Code and does not constitute an FWA certification or guarantee of compliance with all applicable laws.

21. FWA Governance and Institutional Responsibility

21.1 Institutional Commitment

The FWA should itself seek to uphold the principles it expects of its members.

• act impartially and professionally;
• manage conflicts of interest appropriately;
• protect confidential information;
• comply with applicable laws;
• promote fair and transparent governance;
• treat members consistently and fairly;
• maintain appropriate records;
• avoid inappropriate commercial favouritism; and
• ensure that disciplinary powers are exercised responsibly.

The Code therefore represents not only expectations of members, but an institutional commitment by the FWA to responsible industry leadership.

22. Supporting Policies and Procedures

22.1 Governance Suite

This Code may be supported by separate FWA governance documents, including:

• FWA Competition Law Protocol;
• FWA Complaints and Disciplinary Procedure;
• FWA Conflict of Interest Policy;
• FWA Protected Disclosure and Reporting Procedure;
• FWA Membership Brand and Logo Usage Rules;
• FWA Member Declaration and Annual Reaffirmation; and
• other policies approved by the Association from time to time.

These documents may provide operational detail without requiring amendment of the principles contained in this Code.

23. Review and Amendment

23.1 Review

The FWA will periodically review this Code to ensure that it remains relevant to the petroleum industry, consistent with applicable legal and regulatory developments, appropriate to the evolving role of the Association, and aligned with recognised standards of ethical and professional conduct.

23.2 Amendment

Amendments must be approved in accordance with the governance requirements of the Association. Members will be informed of material amendments.

24. Closing Commitment

24.1 Our Commitment

The Fuel Wholesalers Association believes that a strong petroleum industry depends not only on commercial success, but on trust, integrity, competence and responsible conduct.

FWA members form part of an industry that plays a critical role in South Africa’s economy, mobility, commerce, industry and energy security. Membership therefore carries both opportunity and responsibility.

Through this Code of Conduct, FWA members commit to advancing a petroleum industry characterised by:

Integrity. Compliance. Professionalism. Fair Competition. Safety. Responsibility. Collaboration.

Together, these principles strengthen individual businesses, enhance confidence in the petroleum wholesale sector and contribute to the long-term resilience and development of South Africa’s energy economy.