Corporate Governance March 2005. Agenda Background of the Corporate Governance Project Definition of Corporate Governance Enterprise Principles

Corporate Governance

March 2005

Agenda

Background of the Corporate Governance Project

Definition of Corporate Governance

Enterprise Principles

Global Policies

Relationship to Effective Controls Project

The Future

• Short-Term Deployment Plan

• Long-Term Sustaining Plan

Corporate Governance Supporting NextLeap as an Enterprise Project

UTiuBase

Deployment

eMpower5

Effective Controls

Business Intelligence

Supply Chain

Visibility Deployment

Corporate Governance

Contract Logistics Council

Productivity Project

People Strategy

Corporate Governance Illustrated

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Local Procedures & Practices Local Procedures & Practices Local Procedures & PracticesLocal Procedures & Practices Local Procedures & Practices Local Procedures & Practices

Local Procedures & Practices Local Procedures & Practices Local Procedures & Practices

Information Sharing Community & Environmental

Levels of Delegated Authority Risk Reporting & Disclosure

Code of Conduct & Ethics

Accounting & Finance Policies, IT Policies and Human Resources Policies

Communication Standard Operating Procedures

Corporate Governance Defined

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For all of us at UTi, Corporate Governance is the framework governing how each of us conducts UTi’s business.

This framework is a disciplinedstructure, promoting fairness,transparency andaccountability, thatenables us to conductbusiness consistentlythroughout our organizationwhile remaining agile andinnovative.

The framework comprisesthe enterprise principlesthat set the tone and theglobal policies that aresupported by localprocedures andpractices.

Our Aim Statement

We are an agile, competent, disciplined

and innovative team driving growth,performance and quantified

value as the PrimaryLogistics Partner (PLP)to our global and local

customers.

We cherish long termrelationships.

We integrate our people, enterprise-wide processesand e-Business technology,

with our partners, to delivercustomized supply chain

solutions, services,and information…

worldwide.

Corporate Governance Enterprise Principles

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Integrity – We aspire to the highest standards of ethical behavior that demonstrate honesty, fairness and trustworthiness.

Transparency – All stakeholders can expect that information to which they are entitled is accurate, complete, relevant, timely and presented in such a way as not to mislead.

Accountability through Empowerment – By empowering each individual, we create a

culture of personal accountability and responsibility in such a way that innovation

and the entrepreneurialspirit is encouraged and rewarded.

Safeguards – We safe-guard our assets and

manage our risks through sound business

controls and the effective and appropri-

ate use of resources.

Corporate Citizenship – We embrace cultural

diversity, accept our environmental

responsi-bilities and are sensitive to our local communities.

Freedom of Expression – We nurture candid relation-ships amongst our team members by providing a secure environment that respects all views and pro-motes open dialoguewithout fear ofrecrimination.

Corporate Governance Global Policies Page 1 of 3

Community & Environmental – The conduct of the Company’s business affairs must be made with due regard to and respect for the effect of such conduct on the local community, and may not conflict with our Code of Conduct and Ethics, nor contribute to environmental damage.

Levels of Delegated Authority – All commitments made on behalf of UTi shall be made in accordance with the levels of authority delegated as per this policy. All other authority not delegated as per the Delegated Authority Levels Matrix lies with the Board of Directors. All commitments will be properly authorized in writing prior to the time the commitment is made. Global and regional executives will delegate the authority granted to them under this policy after first approving the delegation of levels of authority process within their regions.

Information Sharing – All Personnel must be given access to the information that they need in order to carry out their assigned job duties. All Personnel are required to protect the confidentiality of the information to which they are given access and not to use the information improperly. All Personnel will comply with our Policy Concerning Unauthorized Disclosures & Insider Trading.

Code of Conduct & Ethics – All business will be conducted in accordance with our Code of Conduct and Ethics. No person is entitled, or may be authorized by any Personnel, to violate the law in the execution of his/her duties.

Risk – All business activities will be conducted only after due consideration to all risks to which the Company may be exposed. All contracts and commitments will be entered into only with prior management knowledge in accordance with the Levels of Delegated Authority Policy and, if appropriate, legal consultation. No contract may be entered into without due consideration of all the terms binding the Company and their implications. Where practical, risks will be insured to limit and manage exposure to the Company.


Reporting & Disclosure – All Personnel who provide reports or information of any kind, will ensure that they are accurate, consistent and complete, and submitted at the appropriate time. All reportable transactions, activities and required disclosures will comply with UTi corporate criteria, generally accepted accounting principles and applicable laws. Reports and information must be so presented as to not mislead the recipient. Personnel are responsible to be aware of who is and who is not entitled to information before it is disclosed, and to disclose infor-mation only to entitled parties.

Standard Operating Procedures – The region executives are responsible for ensuring that SOP manuals and/or job descriptions are created, maintained and distributed to Personnel throughout each country. All Personnel will have access to Standard Operating Procedures or job descriptions for the functions they fulfill and will be responsible for conducting all of their activities in accordance with their respective SOP’s and/or job description. All managers will be conversant with the SOP’s for each individual reporting to them directly and sufficiently knowledgeable of the SOP’s for those other areas and processes that either affect their specific departments or enhance their ability to effectively control their areas of responsibility.

Communication – UTi management has the responsibility to foster an atmosphere in which all Personnel may feel free to openly communicate and to ensure that all Personnel are given the freedom to access their supervisors to discuss business-related topics. All supervisors will be accessible to their staff members and will encourage open discussions, respecting differences of opinion and having the responsibility of making sound business decisions after giving consideration to all input. If an issue exists after a discussion between an employee or independent contractor and supervisor, then the employee or independent contractor will have access to the next level of management to discuss and resolve the issue and is encouraged to do so.


Accounting and Finance Policies – All accounting and finance-related activities will be conducted in accordance with the Global Accounting and Finance Policies Manual. All Personnel will comply with the Global Accounting and Finance Policies Manual. The Global Finance Department is responsible for creating, maintaining and distributing a manual containing accounting and finance policies to be implemented worldwide, which defines roles and responsibilities, as well as providing tools and informational background necessary to achieve the most effective and efficient use of resources. The Global Accounting Policies Manual will include the following: 1) Accounting policies related to transactions, processes, account balances and financial statement disclosures; 2) Internal control and disclosure control policies and guidelines; 3) Financial reporting requirements; 4) Corporate treasury procedures; 5) Corporate taxation procedures; 6) Insurance and risk management procedures; and, 7) Mergers and acquisitions procedures.

Human Resources Policies – Human Resource policies will be developed as directed by the region executive and made available to Personnel at all operations. All Human Resource policies must reflect current laws and regulations. Human Resource policies must include, but are not limited to, the following: 1) Non-Discrimination Policy; 2) Grievance Policy; 3) Non-Harassment Policy; 4) Performance Review Policy; 5) Hiring and Termination Policy; 6) Training Policy; and, 7) Safety Policy.

Information Technology Policies – All IT-related activities will be conducted in accordance with the Global Information Technology Policies Manual. All Personnel will comply with the Global Information Technology Policies Manual. The Global IT Department is responsible for creating, maintaining and distributing a manual relating to the Company’s corporate IT systems, to be implemented worldwide, which defines roles and responsibilities, as well as providing tools and informational background necessary to achieve the most effective and efficient use of resources.

Corporate Governance Relationship with Effective Controls Project

EnterprisePrinciple

EnterprisePrinciple

EnterprisePrinciple

EnterprisePrinciple Safeguards Enterprise

Principle

Corporate GovernanceFocus on Control Environment

LocalPetty CashProcedure

LocalCheck Signing

Procedure

LocalBad DebtProcedure

LocalCredit

Procedure

LocalHiring

ProcedureDocumentation

Reporting &Disclosure

Policy

Levelsof Authority

Policy

GlobalIT

PolicyEffective ControlsFocus on

Documentation

Effective Controls Project Relationship with Corporate Governance

Monitoring

Information & Communication

Control Activities

Risk Assessment

Control Environment

Opera

tions

Financ

ial

Repor

ting

Compli

ance

UN

IT A UN

IT B

AC

TIV

ITY

1

AC

TIV

ITY

2

1992 by the American Institute of Certified Public Accountants

© Deloitte & Touche LLP

Control EnvironmentThe control conscience of an organization. The “tone at the top.”

MonitoringThe process to determine whether internal control is adequately designed, executed, effective and adaptive

Risk AssessmentThe evaluation of internal and external factors that may impair an organization from achieving its objectives.

Information & CommunicationThe process which ensures that relevant information is identified and communicated in a timely manner.

Control ActivitiesThe policies and procedures that help ensure timely actions are taken to manage risks and execute management directives.

ComplianceEntity’s compliance with applicable laws and regulations.

OperationsEffective and efficient use of the entity’s resources.

Financial ReportingPreparation of reliable published financial statements.

Corporate Governance The Past & the Future

2/03

Kick-OffMeeting

5/03

Definition &

Enterprise

Principles

Finalized

12/04

FinalizePolicies, Includin

g Approval

s

1 Mar

Deploy at

Networks

Meeting

Completed Next Steps

7 Mar

Start Deploy-ment in Regions

30 AprComplet

eDeploy-

ment

Corporate Project Team deploys at Networks Meeting

Network Meeting Attendees deploy to Branch/ Site Managers

Branch/Site Managers deploy to all UTi personnel in their locations

The FutureShort-Term Deployment Plan

CIO

CFO

The FutureLong-Term Sustaining Plan

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ELT

Global Policie

s

Global Policie

sCorporate Governance Project Team II

Enterprise

Principles

Enterprise

Principles

Corporate Governance Providing a Strong Foundation

Strategy Foundation

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Documents

Corporate Governance March 2005. Agenda Background of the Corporate Governance Project Definition of Corporate Governance Enterprise Principles