Group standards of business conduct policy (Code of ethics)
We are committed to ensuring that our business is conducted in all respects according to rigorous ethical, professional and legal standards. Adherence to applicable local laws and regulations, and the application of common sense, logic and the basic standards of behaviour expected in the society we participate in, should guide each employee in determining the correct course of action that supports these standards in their daily working lives.
The standards of business conduct for the Bunzl Group, set out below, provide employees with guidance on their personal conduct. While it is impractical to try to cover every potential circumstance, the following descriptions of the standards are intended to assist employees. A guiding principle should be that neither the Group’s overall integrity nor its local reputation would be damaged if full details of the business practice or transaction were publicly disclosed.
Standards
Conflicts of interest
All employees should avoid situations where personal interests could conflict, or appear to conflict, with the interests of Bunzl companies. Our reputation depends not only on our high quality services and products but also on the manner in which we conduct our relationship with suppliers, government officials, organisations and others outside Bunzl. Each employee must ensure that his/her conduct does not provide, or give the appearance of providing, him/her with personal gain at the expense of the Company or external business contact.
Making or receiving of illegal payments or inducements, such as bribes, are contrary to the policy of the Group and the funds and resources of the Group shall not be used directly or indirectly for any such purpose. It is Bunzl’s policy not to make any donations to political parties.
Compliance with laws, rules and regulations
Bunzl companies and their employees must observe the laws, rules and regulations of each country in which they operate. If there is any doubt guidance should be sought from the line manager who will decide whether to obtain specific legal advice.
Employees who are involved in the preparation of any information that will be included in any public communication to shareholders or investors or in any document or report that will be filed with the London Stock Exchange or the UK Listing Authority must ensure that such information is full, fair, timely and understandable. All such public communications may only be made through York House.
Dealing in Bunzl shares
Employees must not disclose unpublished “price sensitive” information to any person, whether or not an employee. All non-public information should be considered inside information and should never be used for personal gain and in many countries such action is unlawful.
Bunzl has a Code of Dealing, known as the Model Code, which details when affected employees and associated persons may deal in the shares or other securities of the Company. The Bunzl Code of Dealing in relation to the purchase, sale or other dealing in the shares of Bunzl plc should be observed at all times. Copies are available from the Company Secretary. Most notably, affected employees and associated persons should always obtain prior consent from the Company secretary before dealing in the Company’s securities.
Protection of confidential information
No employee shall without proper authority access, modify, disclose or make use of any trade secrets, confidential commercial Group or personal information for any purpose other than legitimately carrying out his or her duties. The obligation of confidentiality extends after employees cease working for the Group and covers disclosure to others.
Protection and proper use of company assets
Our assets provide us with the foundation to provide our services and products worldwide. Each employee is responsible for the protection and wise stewardship of our assets. This includes being responsible for the establishment of, and adherence to, procedures that ensure our assets are not put in jeopardy or used wastefully. Whether it is responsibility for, for example, efficient plant and office maintenance, energy conservation, security, protection of information or effective control procedures (including personal expenses), every employee must seek to use all our resources with efficiency, honesty and the highest standards of care.
All employees are prohibited from taking for themselves business opportunities that arise through the use of corporate property, information or position. This includes obtaining personal gain or competing with the Company.
Relationships with customers and suppliers
Each employee has the responsibility to ensure there are no compromises in delivering the highest standard of services and products and that every aspect of our operations which impacts upon quality promotes and reflects these standards. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information or misrepresentation of material facts.
The giving and receiving of gifts, entertainment and gratuities between employees and suppliers or other outside business acquaintances represents a source of potential conflict of interest. Any significant gift likely to be deemed as influential upon decision making is unacceptable.
Our employees
As employees, we should treat each other with respect, courtesy and decency. Disparagement, harassment or negative comments regarding fellow employees or business contacts are inconsistent with these standards and every employee should refrain from, and should discourage, such behaviour.
All Bunzl companies are committed to offering equal employment opportunity, including access to training, development and promotion opportunities, based upon the position and each employee’s abilities, performance and commitment to these standards. Specifically, it is contrary to these standards for there to be any discrimination that contradicts the Group’s Human Resources Policy.
Each employee is to ensure that his/her conduct does not place their personal safety or the safety of others in jeopardy. This requires an active participation in maintaining a safe working environment and includes observance of established safety procedures and making recommendations for changes where they are needed. In all circumstances, including when travelling on Company business, each employee is to conduct himself/herself in a professional, mature and responsible manner at all times.
Compliance with this code and reporting of any unethical behaviour
All employees are expected to comply with the Group standards of business conduct policy. Failure to do so will result in disciplinary action being taken which in the case of serious breaches could lead to dismissal.
Bunzl must be made aware of failure to adhere to the above standards, including any issues relating to accounting, internal controls and auditing matters. The details of any concern can be reported on a confidential or anonymous basis and should be reported honestly, accurately and without malice. In the first instance, any concerns should be raised with the individual’s line manager, director in charge or any other senior person within Bunzl with whom the employee feels comfortable. They will either act on the information or pass it to the relevant person who can deal with it.
If the matter is not dealt with in a manner the employee feels is appropriate, or it is not possible to discuss the matter with the line manager for any reason, the matter should be reported to the Director, Group Human Resources or Company Secretary based at York House, London. If the matter is connected with an Executive Director they will also report the matter to the Chief Executive. If the matter relates to the Chief Executive or another main Board Director, they will also report the matter to the Chairman or if appropriate the Senior Independent Director. Full contact details are posted on the notice board in each Bunzl facility including information as to how to report matters anonymously. Also any issues, including those handled locally, relating to accounting, internal controls and auditing matters should be notified to the Internal Audit Manager at York House at the time they are reported to the Company.
Employees should be satisfied that, in making a disclosure, they are acting in good faith and genuinely believe that the information and allegations are substantially true. Bunzl will respect the wishes of employees raising concerns if they ask for anonymity or confidentiality, but Bunzl may need to act to protect its employees, clients and businesses. Appropriate steps will be taken to ensure that the working environment and/or working relationship are not prejudiced as a result of the disclosure.
Bunzl may also take advantage of the full range of disciplinary sanctions against any employee who acts or attempts to act in a way prejudicial to an employee or director as a result of them making a qualifying disclosure, which may ultimately result in reporting their actions to the appropriate regulatory/enforcing body.
Bunzl reserves the right to treat malicious or false allegations under the appropriate local disciplinary procedure.
Scope
Every employee, director and officer of the Group is expected to comply with these standards and to behave in a mature, professional and responsible manner.
Responsibilities
Any amendments to the policy must be approved by the Board.
The Chief Executive is the sponsor of the Group standards of business conduct policy.
Business Area Heads are responsible for implementing, promoting and monitoring compliance with the policy throughout their Business Areas.
Business Area Heads shall report compliance with the Group standards of business conduct policy annually through the Company Secretary and Director, Group Human Resources.
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