Code of Business Conduct

1. Introduction

It is a policy of ZIM that we conduct our business ethically and in conformance with the laws and regulations of all the countries in which we do business. For this and other reasons, the Corporation has earned a well-deserved reputation for high standards of business conduct. In order to preserve and build upon that reputation, we expect every employee to observe the highest standards of honesty, integrity and fairness in conducting the Corporation’s business and to avoid any action that might expose ZIM to potential embarrassment or liability.

In most situations, employees will be guided to the right decision by their personal values, discretion and good judgment. But as employees and representatives of ZIM, we must always consider how our actions affect the integrity and credibility of the Corporation as a whole. This Code of Business Conduct (the “Code”) sets out the principles that constitute our way of doing business and affirms our Core Values. It identifies the equally important commitments we have to our stakeholders.

For our employees we are committed to attracting, developing, motivating and retaining talented employees. We strive to provide a fair, challenging and rewarding work environment in an atmosphere of open communication; and to treat our employees at all times with fairness and respect.

For our customers we are committed to fulfilling their needs by providing them with solutions and services of real and enduring value. We are committed to fair and honest dealings and consider ourselves in partnership with our customers for the long-term benefit of both parties.

For our shareholders we are committed to disclosing the results of our operations on a timely basis and in a full, fair, accurate and understandable manner. We are further dedicated to providing a reasonable return on their investment by pursuing sound growth and earnings objectives while exercising prudence in the use of our assets and resources.

For our suppliers we are committed to obtaining the best value for ZIM on the basis of open and honest communication.

For our communities we are committed to good corporate citizenship and supporting activities that improve the communities in which we live and work.

2. Responsibilities

Employee responsibility

It is the responsibility of each employee to ask questions, seek guidance and express concerns regarding compliance with this Code of Business Conduct and the related procedures. Every employee should be aware of and abide by the laws, regulations and Corporation policies governing Corporation business activities, regardless of their job or geographic location. No employee will be subject to retaliation by ZIM for reporting in good faith a violation of this Code. The Code will be amended and updated from time-to-time as the situation warrants and employees will be notified of changes. Employees will be required to sign a Certificate of Compliance signifying they have read the Code and agree to comply with it.

The Corporation has a Compliance Officer to ensure the anonymity of any employee that issues a report in good faith of any violation in any of the Corporation’s policies and codes of conduct. Employees are referred to ZIM’s Non-Retaliation Policy

Board management responsibility and accountability

The Chief Executive Officer and management at all levels of the Corporation are responsible for ensuring adherence to this Code. They are supported by the other Senior Officers of the Corporation that are responsible for handling many of the issues outlined in this Code.

The Board of Directors has a general oversight function. Any significant deviation from the standards of conduct in this Code, whether actual or apparent, will be reported by management to the Board along with actual or proposed remedial actions.

Amendments to this Code will be reviewed and approved by the Board. Only the Board may grant a waiver of any provision of the Code. A request for such a waiver should be submitted in writing to the Board for consideration. Any amendment to or waiver of this Code will be publicly disclosed to the extent required by applicable laws or regulations.

Management is responsible for providing guidance and issuing procedures to assist employees in complying with ZIM expectations of ethical business conduct. Every manager is responsible for informing employees about Corporation policies and ensuring they are followed. They are also responsible for assisting employees to resolve questions/issues and for maintaining a work environment where constructive, frank and open discussion is encouraged, without fear of retaliation.

3. Business Practices

ZIM is committed to upholding the highest standards of ethical conduct in all business dealings and in all jurisdictions in which we operate.

Commitments to Customers

All commitments and agreements made by ZIM, whether verbal or written, and deviations from standard legal or commercial terms must be reviewed and approved in accordance with ZIM policies and procedures. Commitments must be pre-approved by the CEO or by the appropriate sales channel as applicable. Non-standard commitments must be reviewed by more senior levels of corporate management prior to being agreed with the customer.

On an annual basis, certain employees will be required to complete and sign a Business Practices Certification, declaring that, to the best of their knowledge, all documents and information concerning commitments and agreements relating to customer orders they have been associated with during the fiscal year have been submitted for review and approval.

Revenue Recognition Practices

ZIM is committed to financial reporting that is full, fair, accurate, understandable and widely distributed on a timely basis. This commitment entails adherence to both the words and intent of generally accepted accounting principles (GAAP) as defined in the United States. The basic premise is that revenue should be recognized when it is realized and earned. These two conditions are generally met when ALL of the following criteria are satisfied:

• There is a valid, unconditional contract between ZIM and the customer.
• The subject matter of the contract has actually been delivered to the customer.
• The contract price(s) is fixed or can be calculated based on an agreed formula.
• Payment of the contract price to ZIM is probable.

Only revenue meeting these and other applicable criteria is recognized and publicly reported. The ultimate responsibility for financial reporting and revenue recognition lies with the CFO; however, all employees involved in the approval process for customer transactions must be aware of these basic criteria and raise any concerns to the appropriate Finance or Sales personnel.

Disclosure and Accounting Standards

ZIM strives to maintain the highest standards to ensure that any disclosure by ZIM in a report or document that is filed with or submitted to any regulatory body, or that is disclosed in a public communication, will be full, fair, accurate, timely and understandable.

ZIM is committed to complying with applicable laws requiring that any material information relating to the business or prospects of ZIM will be disclosed in a timely manner and will be disseminated in a broad and non-exclusionary manner.

All corporate records are subject to audit, and financial records must be maintained in accordance with the requirements of law and generally accepted accounting principles. All accounts and records must accurately describe and fully reflect all Corporation transactions. No undisclosed or unrecorded account, fund or asset will be established or maintained. No false, artificial or misleading entries will be made in accounting books or records. No payment will be requested, approved or made with the intention that any part of such payment be used for any purpose other than that described in the documents supporting payment.

Competitive Intelligence

To be successful ZIM must understand its competitors and therefore, legitimate intelligence gathering about those competitors is a very important part of doing business. ZIM employees, however, must not obtain, possess, use or disclose the confidential or trade secret information of any third parties, including competitors, without the authorization and permission of the applicable third party. Employees must not use any illegal or unethical means of gathering data about competitors. Employees must not misrepresent themselves (e.g. pose as a customer) or offer any form of compensation in order to gain information. In addition, employees may not solicit confidential information from a competitor’s ex-employee now working for ZIM. If an employee receives or is offered questionable information, he/she must not distribute the information until it has been reviewed by ZIM’s legal counsel.

Bribery and Kickbacks

ZIM neither practices nor condones bribery wherever it is practiced. Employees must not give or offer anything of material value, directly or indirectly, to any customer or supplier as an inducement to obtain business or favourable treatment. Similarly, employees must not accept anything with a monetary value in return for giving favourable treatment to customers or suppliers either for themselves or others. Violation of this principle may result in disciplinary action (up to and including dismissal).

Gifts, Hospitality and Other Benefits

In general, the Corporation allows the acceptance of token gifts, business meals and entertainment provided their value is appropriate to the business purpose served; and accepting is consistent with local business norms and practices. In the case of a gift, it must be of sufficiently limited value in a form such that it cannot be construed as a bribe. Unacceptable benefits include cash, goods or services for personal use, reduced prices, work performed gratuitously, and loans of money, material or equipment on a preferential basis. If an employee feels that an exception to the above is justified by business circumstances, he/she must obtain approval, in advance, from their Vice-President. In some cases, an employee may feel that refusal of a gift would be construed as discourteous by the host. In these cases, employees should accept the gift on behalf of ZIM and report it to their manager who can decide how best to treat it.

Use Of Consultants, Contractors And Other Non-Employees

Individuals or firms engaged to consult for or otherwise represent ZIM or provide services to ZIM must act on the Corporation’s behalf in a manner consistent with this Code of Business Conduct and Ethics; and shall be required to comply with these practices in their contract with ZIM in the same manner as applies to ZIM employees.

4. Conflict of Interest

ZIM respects the privacy of every employee in the conduct of his/her personal affairs. However, all employees have a duty to ensure that their personal and financial interests do not conflict with, or appear to conflict with, their duties on behalf of ZIM. Employees must be able to perform their duties and exercise their judgments on behalf of the Corporation without impairment by virtue of an outside or personal activity, interest or relationship. If you have questions regarding whether your personal interests in a given situation could possibly conflict with your duties on behalf of the Corporation, please contact the CEO.

Insider Trading

All countries have strict laws prohibiting the buying and selling of shares using material corporate (“inside”) information that is not yet available to the public. This is called “insider trading” and is prohibited by law. Severe penalties can be imposed on employees, their families and recipients of this insider information. ZIM employees must not disclose non-public information to any other person. ZIM employees, ex-employees, consultants and contractors, as well as their immediate family members, must not buy or sell ZIM shares or other ZIM securities (options) when in possession of non-public inside information concerning ZIM. This restriction also applies to trading in the securities of any other Corporation based on inside information acquired as a result of employment with ZIM or from some other business association with ZIM. Providing “tips” to people outside the Corporation based on inside information about the Corporation (or other companies acquired as a result of your employment with ZIM) is also prohibited by law and by this policy.

Employees are governed by the ZIM Corporate Trading Policy.

Personal, Financial or Business Interests

Employees may not use their position as an employee of ZIM to derive or secure any personal, financial or other benefit for themselves, their relatives or associates. As well, employees may not use their position as an employee of ZIM to influence ZIM to do business with a friend or relative, or with a business in which the employee, a friend or relative has an interest. In those events, the employee must disclose any potential conflict and withdraw from any participation in the selection of that business or business relationship. Employees should not, directly or indirectly, have any significant financial interest in a competitor of ZIM or any enterprise that has business relations with ZIM. A “significant financial interest” is one that is so substantial that it creates a conflict between the employee’s personal or financial interests and that employee’s ability to act in the best interests of ZIM. Owning shares in a large publicly held Corporation is not a conflict unless holdings exceed five percent of the issued shares. It would also be improper for an employee or an ex-employee to acquire or “scoop” a business or financial opportunity that the corporation has an interest in pursuing. This includes stock in businesses being considered for acquisition. If an employee, directly or indirectly, enters into an activity or obtains an interest (or if one already exists) that appears to contravene any of the above, that employee must disclose the facts relating to the activity or interest in writing to ZIM’s CFO. The employee will be expected to take whatever action is determined by ZIM to be appropriate to cure any contravention that is found to exist.

Outside Activities

As a general rule, employees are free to use their own time as they wish. However, certain outside activities have the potential to interfere with job responsibilities or to constitute a conflict of interest. In these cases, employees should disclose these activities to their manager in advance and obtain approval. The manager may consult their own management, Human Resources or the CEO as necessary. Specifically, employees may not take up employment with or provide services to competitors, customers or suppliers of ZIM. They may not serve as directors or officers to any of these organizations.

Where ZIM employees start their own businesses or take on additional part-time work with organizations that are not competitors, customers or suppliers, the employee must notify his/her manager of this fact and it is the employee’s responsibility to ensure that these activities do not interfere with their job performance at ZIM. If such activities have any affect on the employee’s performance at ZIM, the employee may be required to cease the activity. Employees may not use ZIM time, resources or assets to run or further any other business activity.

Employees may participate in civic, charitable or professional activities provided the activities do not interfere with the employee’s job at ZIM. However, employees may not use the Corporation’s name to lend weight or prestige to an outside activity without prior permission.

Political Activities and Contributions

No corporate funds, facilities or assets may be contributed, loaned or used directly or indirectly to support or oppose any political party or candidate. Exceptions are unlikely and will only be made by senior corporate management. Employees may, of course, make personal contributions on their own; however, the employee must avoid any appearance that the contribution is being made on behalf of the Corporation.

Personal and Family Relationships

ZIM does not discourage relatives from working for the Corporation; however, employees should not normally supervise or be in a position to influence the hiring, job responsibilities or performance assessments of a relative. Where this situation arises, the Human Resources department should be notified and involved.

5. Protecting Assets and Proprietary Information

All ZIM employees are responsible for protecting the Corporation’s assets and ensuring they are used for business purposes only.

Company Property

It is the responsibility of all employees to use their best efforts to protect ZIM facilities, equipment and any other property from unauthorized use, loss, theft and misuse. Corporate assets may not be used for personal benefit, nor may they be sold, borrowed or given away without proper authorization. Occasional personal use of certain corporate resources (e.g. computer, photocopier, fax, e-mail) is acceptable; however, employees are expected to ensure that the interests of ZIM are not adversely affected and to consult their manager for approval if in any doubt.

Proprietary and Confidential Information

Information is also a key corporate asset and every employee has an obligation to protect it as carefully as the Corporation’s other property. ZIM employees must not obtain, possess, use or disclose the confidential or trade secret information of any third parties, including competitors, without the authorization and permission of the applicable third party. In this vein, the unauthorized disclosure of confidential, proprietary information belonging to ZIM, its customers or suppliers could destroy its value and give unfair advantage to others. Proprietary information includes, but is not limited to, product design and development information, business and strategic plans, pricing data, financial information, employee records, customer information and trade secrets.

ZIM maintains ownership rights to all information contained in its electronic resources, such as computers, and reserves its right to access this information at any time as provided by applicable law. Employee communications transmitted by the Corporation’s systems should not be considered private and are subject to being monitored, reviewed or accessed by the Corporation as provided by applicable law. By using ZIM equipment, employees consent to have such use monitored and restricted by authorized Corporation personnel as provided by applicable law.

An employee’s obligation to protect ZIM proprietary and confidential information exists whether or not the information is explicitly labeled or otherwise designated as being proprietary or confidential; and the obligation continues even after leaving the Corporation. ZIM’s legal counsel should be consulted whenever there is a question concerning the disclosure of ZIM proprietary information.

Patents

ZIM’s future depends on the development of new products and on protecting its rights in those products by every available means. The Corporation has implemented a Patent Program to seek, identify and register patentable inventions developed by its R&D organization. All inventions, discoveries or works developed or contributed to by employees in the course of their employment belong to ZIM.

Trademark and Copyright

Trademarks and Copyright are two forms of intellectual property developed by ZIM in the course of its business activities. A trademark is a word, symbol, design or combination of letters or numbers that identifies and distinguishes products and services in the marketplace; and builds goodwill and brand equity to the owner of the trademark. Copyright is the legal protection given to an author of an original artistic or literary work, including software, which is fixed in a tangible medium that arises upon its creation. This gives the author of the work the sole right to authorize the use or performance of that work. Copyright in works developed by ZIM employees belongs to ZIM. All copyrights in any works developed by consultants retained by ZIM should be specifically assigned to ZIM in the contract document between the consultant and ZIM. ZIM personnel who are responsible for retaining consultants or any other contractor to perform services should ensure that the retainer is subject to a written agreement that contains appropriate provisions protecting our copyright and other intellectual property rights.

Outside Requests For Information

In order that ZIM can communicate to the public with a single, consistent voice, outside requests for Corporation information should only be handled by authorized persons.

For more detail employees should refer to ZIM’s Fair Disclosure Policy.

6. Reporting Violations

Any director, officer, or employee of ZIM who has knowledge of a potential or suspected violation of this Code of Business Conduct and Ethics has an obligation to report relevant information to the persons listed below. ZIM provides a variety of methods for obtaining answers to any questions about ethics issues and for raising any concerns about a possible violation of this Code or applicable law. Your questions or concerns can be addressed to:

• Your manager, director or vice president; or
• ZIM’s legal counsel or HR.

Generally, your manager will be in the best position to resolve the issue quickly. Directors, officers, and employees can raise concerns orally or in writing. Reports will be treated confidentially to the extent possible and consistent with ZIM’ responsibility to address the issue.

No employee will be subject to retaliation by ZIM for reporting in good faith a violation of this Code.

Specifically, if the issue or concern relates to the internal accounting controls of ZIM or any auditing matter, you may bring it to the attention of the Chairman of the Audit Committee.

7. Penalties for Violations

ZIM is committed to taking prompt and consistent action against violations of this Code of Business Conduct and Ethics. Violations are subject to disciplinary action up to and including immediate termination. The following are examples of conduct that may result in discipline:

• Retaliation against any person within ZIM for reporting a conduct concern;
• Any action that violates this Code or applicable laws, rules, or regulations;
• Encouraging, requiring or requesting others to violate this Code or applicable laws, rules, or
• regulations;
• Failure to cooperate in internal investigations of possible violations of this Code or applicable laws, rules, or regulations; and
• Failure to demonstrate the leadership and diligence needed to foster compliance with this Code or
• applicable laws, rules, or regulations.

The above are examples only and are not meant to be an exhaustive list of the types of conduct that violate or potentially violate this Code. ZIM will evaluate suspected violations on a case-by-case basis. Reports of suspected violations will be promptly investigated internally, and an appropriate sanction will be imposed for violations, including reporting the violation to authorities, as determined at the Corporation’s sole discretion.

8. Certificate of Compliance

The mere act of producing a Code of Business Conduct and Ethics is not enough. The Corporation is also committed to ensuring that there are no gaps between our principles and our achievements. The Corporation must communicate its standards of conduct and employees must agree to follow them. Selected executives and employees will be required to sign a Certificate of Compliance signifying they have read the Code and will comply with it.

9. Help and Information

Employees are encouraged to bring any questions concerning this Code or its application to their manager. In many cases, what appears prohibited may, under certain circumstances, is permitted through disclosure and approval. No set of principles can eliminate the need for human judgment.

The Code is not intended to be a comprehensive rulebook. Most of the items covered are dealt with in more detail by policies and procedures. Certain situations may require specific advice from various departments. If an employee is in any doubt as to the applicability of this Code or any policies referred to in this Code, he/she should seek advice from their manager, the Human Resources department or the CFO.

10. Conclusion

ZIM aspires to the highest standard of moral and ethical conduct in its internal and external relationships. The policies included in this Code of Business Conduct will continue to build our reputation as an honest, reliable and ethical corporation.

Certificate of Compliance

I have read the attached Code of Business Conduct of ZIM, understand it and agree to abide by the policies outlined therein.

Dated at _____________this __ day of ___________, 200__.
(city, town)

____________________________ __________________
SIGNATURE

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NAME (please print)