Ethics, corruption and anti-bribery policy

Introduction and objectives

The policy sets out standards of professionalism and integrity to be maintained by individuals in all the Group's operations. Every employee in PCI-PAL PLC Group (the Company) has a right to maintain proper standards and in turn all employees have a duty to maintain these standards through their decisions, actions and communications. A heavier responsibility is borne by those who hold positions of authority. They must openly demonstrate leadership in applying the business practices outlined in this policy.

This policy provides guidance on the way all staff are expected to conduct themselves operating with integrity, fairness and in compliance with the law and regulatory requirements.

All agents, joint venture and other partners, sub-contractors and suppliers are expected to adhere to the principles of this policy in their dealings with the Company, and should be brought to their attention in your dealings with them.

Policy Statement

The Company expects its entire staff to operate with integrity and to high standards of ethical conduct when carrying out their duties on behalf of PCI Pal. They are expected to;

Behave honestly and fairly
Comply with all legal and regulatory requirements
Conduct themselves in a manner that will enhance the reputation of the Group
Treat others with respect
Safeguard the assets and property of the Group

Staff must not;

Use their authority or office for personal gain
Recruit or promote employees other than on their ability
Take unfair advantage of others through dishonest, unethical or illegal practices
Knowingly make any false or misleading statements
Mis-appropriate the assets or property of the Group
Seek to comply only with the letter of the law, rule or Group policy whilst ignoring the spirit, where such actions are not in accordance with this Ethics Policy
Vary from this Ethics Policy or any Group policy simply on the basis of "commercial necessity"

If in doubt as to your responsibilities, please ask (see below).

General

This policy provides general guidance on business ethics to all staff but should be read alongside other relevant Company policy statements and the express provisions of service contracts and contracts of employment.

The provisions of the policy will be rigorously enforced and any infringements could result in disciplinary action being taken under formal procedures including in the most serious cases dismissal from the Company, a police referral for criminal prosecution and a claim for recovery of loss or damage. Any person suspected of any infringement of this policy will be afforded an opportunity to explain his or her actions before formal disciplinary procedures are implemented.

Compliance with laws, rules and regulations

All senior managers should ensure that they are aware of the laws and regulatory requirements affecting their region and areas of operation and where necessary should seek advice from specialist managers or from the Company Secretary where appropriate. In particular, all senior managers should be aware of their responsibilities under the United Kingdom Listing Authority (UKLA) Listing Rules and the regulatory requirements and guidance relating to our core operations such as Health and Safety, and Anti-Bribery regulations.

Senior managers are responsible for ensuring their staff are familiarised with the contents of this Policy and other policies such as those detailed above.

Reporting any illegal or unethical behaviour

An 'open door' policy is encouraged throughout the Company so that, if necessary, any queries and concerns can be brought to the attention of management.

Senior managers should promptly report to the Board and CFO any illegal or unethical behaviour of which they become aware. All matters of suspected fraud, theft or mis-appropriation of Company property must be reported to the Board and CFO. If reporting through these channels is considered inappropriate, then the Company Chairman may be contacted.

Whilst the Company would consider any senior manager to have a responsibility to disclose serious breaches of this policy, the Whistle blowing Policy provides details of confidential reporting. The Company will not tolerate reprisal or bullying of anyone who in good faith reports a serious breach of this or any other policy. All senior managers are expected to co-operate fully in any internal investigation into illegal or unethical behaviour.

Confidentiality

Senior managers must maintain the privacy of non-public confidential information entrusted to them, its customers or any other party with whom the Company conducts business. Specific categories of confidential information that should never be disclosed to persons outside the Company, except where disclosure is authorised or legally required would include;

Business operating information, business and marketing plans, volume data, pricing policies, contract terms, production technologies, customer and supplier data as well as personal data as defined under the General Data Protection Regulation
Unpublished financial results, sales details, budgets, and business initiatives under consideration falling within the normal definition of inside information
Confidential information should not be improperly collected, stored or distributed, lost or destroyed

Conflicts of interest

Each senior manager owes a duty of care to the Company to avoid situations which may give rise to a conflict of interest. A conflict of interest occurs when the private interests or actions of an individual may interfere with the interests of the Company as a whole and make it difficult for an individual to perform their work objectively and effectively. Conflicts of interest may also arise where a senior manager or a member of their family received improper benefits or personal advantage as a result of his or her position in the Company. All such potential conflicts of interest must be notified to the individual's immediate line manager or to the appropriate member of the Senior Management Team and/or the Group Company Secretary.

All senior managers must disclose any direct or indirect interest including shareholdings and family relationships in any competitor company, contractor, supplier, consultancy, Joint Venture or other partner or any other person or body working with or providing goods or services to the Company.

It is particularly important that any senior manager engaged in purchasing activities or responsible for placing orders for work and services makes an annual declaration to the CEO of any material interests that they, their spouses or dependents have in suppliers, contractors, consultants or other third parties engaged by the Company.

Insider trading

Senior managers who have access to non-public information regarding the Company are not permitted to use or share that information for purposes of trading in Company shares or for any other purpose except the conduct of the Company's business. All non-public information should be considered confidential information. To use non-public information for personal financial benefits or to advise those who might make an investment decision on the basis of that information is both unethical and is a criminal offence. Detailed guidance is contained in the share dealing policy.

Financial compliance and records

The Company financial records should be complete and accurate so that they reflect the true state of the business and disclose the true nature of disbursements and transactions. All Company books, records, accounts and financial statements must;

be maintained in reasonable detail using standard Company systems
appropriately reflect the Company's transactions
conform both to applicable legal requirements and generally accepted accounting principles and to existing systems of internal control

In particular, it is prohibited to undertake transactions that contravene tax laws, legal regulations and/or policy or procedural requirements of the Company including;
Making any payment or cash back or offer any discount to a purchaser which is not disclosed to the Senior Management Team and CFO
Making or approving any payment with the understanding that any part of such payment is to be used for any purpose other than that recorded in the Company's books of account and by the documents supporting the payment
Establish undisclosed funds or assets or to make false or misleading entries in any books of accounts or accounting documents or to destroy accounting records and supporting documents within required statutory retention periods
Use Company funds or assets for any unlawful purpose
Knowingly make any false or inaccurate statements to any of the Auditors carrying out periodic reviews of the Company accounting records and internal controls

Anti-Corruption and anti-bribery

Corruption causes loss and damage, inhibits business growth, is harmful to the reputation of the business, and may result in criminal and civil liability and penalties for the Company and individuals. The Company and every related business prohibits its VPs, managers, officers and employees, from engaging in any form of corruption and/or bribery in relation to its business and affairs. Anti-corruption action by individual organisations is unlikely on its own to reduce corruption in our sector to any significant extent. There must, in addition, be concerted and collaborative action by all stakeholders and the Company will support all national initiatives and will work with other stakeholders to reduce corruption in the sector.

The UK Bribery Act 2010, which is applicable to all employees regardless of their location, specifically deals with the following:

Bribing another person (general offence 1)

This offence is concerned with the conduct of the payer of the bribe who, directly or through a third party, offers, promises or gives a financial or other advantage to another.

The Act distinguishes two cases:

Case 1: where the bribe/advantage is intended to bring about an improper performance by another person of a relevant function or activity or to reward such improper performance. The function or activity in this context could be of a public nature and includes any activity performed in the course of a person's employment or activities connected with trade, business or a profession.

Case 2: where the payer knows or believes that the acceptance of the bribe/advantage offered, promised or given in itself constitutes the improper performance of a function or activity.

Offences relating to being bribed (general offence 2)

This offence applies to the recipient or potential recipient of the bribe. There are four different situations set out in the Act where the recipient will be guilty if they requests, agrees to receive or accepts a financial or other advantage. It does not matter whether the recipient receives or accepts the advantage directly or through a third party or whether the advantage is (or is to be) for the recipient's or another person's benefit.

The company takes the anti-corruption and anti-bribery policies extremely seriously and will treat any breach as a disciplinary matter.

Accountability and support

Each senior manager is accountable and responsible for ensuring compliance with Company financial and other policies, including this policy, and where applicable, ensuring that adequate records are maintained to demonstrate compliance. Support is also provided at Board level through;

The use of external auditors who audit financial statements to ensure that they give a true and fair view of performance and to comment fully on financial control weaknesses identified in their management letters
Reports to the Audit Committee on the action taken over any significant control problems identified by external and/or internal audits, the Whistleblowing Policy and/or any other source
The control risk self-assessment process

Gift policy

The giving and receiving of gifts requires explicit agreement from a member of the Senior Management Team, and the Chief Financial Officer must be informed of these as they occur. Any gifts with a value greater than £250 must be reported to the Chief Financial Officer and logged in the Company Gift Register.

Links to other policies

All other relevant policies (for example, staff purchases and discounts, hospitality, gifts and entertainment) should be read in the light of and in conjunction with this Ethics Policy and Code of Conduct.

Questions about this policy

If you have any questions about apparent conflicts between this policy, the application of this policy and legal requirements and procedures, or about your conduct, or the conduct of others in a particular circumstance then please contact a member of the Senior Management Team and the CFO. Should you consider contact through these channels inappropriate please feel free to contact the Chairman of the Board. Alternatively, should you prefer to do so then refer your concerns via the Whistleblowing Policy.