CORPORATE GOVERNANCE
The Board of Premier Farnell plc is committed to achieving high standards of business integrity, ethics and professionalism.
CODE OF ETHICS
A. INTRODUCTION*
This Code of Ethics (the Code) has been adopted by our Board of Directors (the Board) and summarises the standards that must guide our actions. The Code also underpins our core values of being:
The Group strives for a culture of honesty, openness and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Group’s business activities including, but not limited to, relationships with employees, customers, suppliers, competitors, the government and the public, including our shareholders. All employees and officers must conduct themselves according to the language and the spirit of this Code and seek to avoid any appearance of improper behaviour.
Failure to comply with this Code will be regarded as a serious disciplinary offence which may lead to dismissal from employment or removal from office.
If you become aware of any breaches of this Code you should report them to the Group Company Secretary..
For the purposes of this Code, references to “senior employees” are to those whose jobs fall in grade 8 or above. ‘Directors’ means a member of the Board of Directors of Premier Farnell plc and ‘Executive Directors’ refers to each of the Group Chief Executive Officer, the Group Finance Officer and the Group Operating Officer.
If you are in any doubt as to the interpretation of any situations which you feel may be in breach of this Code you should consult the Group Company Secretary.
Key points to remember are summarised below, followed by more detailed guidance on the specific areas of:
B. KEY POINTS
Personal behaviour
We will consider the consequences of our actions on others in the work place, and ensure that our behaviour does not impede our own or our colleagues' ability to perform our jobs effectively.
Confidentiality
We will exercise prudence and caution in using confidential information and in sharing it only with those who have a legitimate need to know.
Company property and time
We will only use Company property and time for business purposes.
Outside employment
We will not undertake employment outside the Company without prior approval.
Conflicts of interest
We will seek to avoid being in a position where our personal interests conflict, or might be thought to conflict, with those of the Group.
Improper payments
We will not offer inducements of a sort that would be considered bribes in the course of doing business - either to obtain business or to retain it.
Business gifts and entertainment
We will not make or accept gifts or benefits of a personal nature in order to influence decisions concerning our business.
The law
We aim to always act within the law of the territory in which we are doing business.
Whistleblowing
We will report behaviour which does not comply with the letter or the spirit of this Code. The position of employees reporting genuine concerns will be protected. Making a malicious or frivolous allegation will be treated as a serious disciplinary offence.
C. CONFLICTS OF INTEREST
General statement
Each director and each employee of the Group should seek to avoid a position where his or her actions, personal interest or activities are, or are likely to be, in conflict with the interests of the Group. If he or she finds himself or herself in that position, he or she should immediately notify the Group Company Secretary so that the ramifications of that conflict can be considered and appropriate steps taken to alleviate its impact.
It must be emphasised that an actual conflict of interest need not be present to constitute a violation of this policy. Activities that create the appearance of a conflict of interest must be avoided in order not to reflect negatively on the Group’s reputation.
Anything that presents a conflict of interest for a director or employee of a Group company would also present a conflict of interest for a member of the immediate family of the director or employee and other persons connected with him or her and, therefore, must also be avoided. For the purpose of this policy, “a member of immediate family” means spouse (including a civil partner), child (under 18 years of age and including a step child) or an individual having the same home as a director or employee. ‘Connected persons’ would include a company with whom the director or employee is connected as a major shareholder or director, a firm of which the director or employee is a partner and the other partners in that firm and the trustees of a trust of which the director or employee is a beneficiary (other than an employee share trust or a pension scheme).
Specific policies and guidelines
Business interests
No directors or employees of the Group should have any interest in private or public companies, partnerships or other concerns engaged in a business similar to or competing with the current or prospective business of the Group.
No director or senior employee of the Group should have any material shareholding in or hold any office at any major customer of, or supplier to, the Group (other than utility suppliers) where that holding or office would put the director or senior employee in a position to influence the Group’s trading arrangements with such customer or supplier.
These restrictions will not normally prevent holdings of up to 1% of the issued capital in a company which is quoted or traded on the London Stock Exchange, AIM or another recognised investment exchange. Investments of up to 1% of the units of any unit trust or similar fund are also allowed. Where the company is not quoted, any shareholder of over 5% of that company’s capital should be regarded as material.
Any director or employee who has any such interest should notify the Group Company Secretary immediately and provide full details of the nature of his or her interest. Interests which are fully disclosed and formally approved will not contravene this guideline. The interests of employees may be approved by the Group Chief Executive. Interests of directors require disclosure to and the approval of the Board. Where an interest is duly approved, the director or employee should continue to avoid putting himself or herself in a position where he or she is directly involved in the conflict (for example, by not taking part in decisions relating to that customer or supplier) and should update the Group Chief Executive Officer or the Board, as appropriate, should the nature or extent of his or her interest change.
No director or employee should participate in any preferential offers or arrangements made by such customers or suppliers (in this case “preferential” means offers or arrangements not made generally available by such customer or supplier).
Full-time senior employees of the Group may not have any outside employment, save with the prior approval of the Group Chief Executive. Other employees must obtain the prior written approval of their line manager before taking any outside employment and must specify the number of hours involved. Line managers must not give their approval where the outside employment would interfere with the conduct of the employee’s duties to the Group and must notify the relevant HR manager of any approvals which are given. Employees may not have any outside interests that are in any way detrimental to the Group’s best interests.
Business dealings
It is the policy of the Group to purchase all materials and supplies on the basis of price, quality and service. The Group will neither pay nor accept any bribe, gratuity or similar payment from anyone in connection with its business, including any sales or purchase transaction. Directors and employees must select customers, suppliers and other persons doing or seeking to do business with the Group and deal with such persons in a completely impartial manner, without favour or preference based upon any considerations other than the best interests of the Group.
Directors and employees are not permitted to borrow from or lend to customers or individuals or concerns with whom the Group does business, including such customers, individuals or concerns from whom the Group buys or to whom the Group sells goods or services. These guidelines do not apply to conventional loans from lending institutions.
Directors and employees may not benefit personally from any purchase by or sale to the Group of goods or services. Directors and employees may not derive personal gain from transactions involving the Group, including the sale or lease of real or personal property, unless such transactions and the personal interest involved have been disclosed fully to, and approved by, the Group Company Secretary.
Gifts and entertainment
Corporate gifts and entertainment should be tasteful but of insubstantial value, consistent with the status of the client or customer involved. In no event should corporate gifts, undisclosed payments or entertainment be such as to appear to be bribes or other improper forms of compensation or payment. As guidance, the individual making or receiving the gift should ask themselves whether they could easily justify the gift to the Group, the press and the public. Gifts or entertainment in any form that would be likely to result in a feeling or expectation of personal obligation should not be given or accepted. Any gift or entertainment which is given or accepted with a value in excess of £50 ($80 or €75) must be notified by employees to their manager in writing. Managers’ records of such notifications may be requested as part of internal audit reviews.
Public officials
Practices that are acceptable in commercial business environments may be against the law or policies governing national or local government employees. In addition, international legislation may make certain actions carried out in countries other than the home countries of the Group illegal in the Group’s home countries.
The United States Foreign Corrupt Practices Act prohibits giving anything of value directly or indirectly to any “foreign official” for the purpose of obtaining or retaining business. The UK Anti-Terrorism, Crime and Security Act extends offences relating to bribery of public officials to cover, amongst others, foreign public officials and to acts committed wholly outside the UK. Many other countries have enacted legislation to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions.
Therefore, no gift or business entertainment should be given to a government employee without prior approval from the Group Company Secretary.
Use of company services and resources
The services of staff and other Group resources shall be used strictly for the Group’s purposes and not for the purposes of serving, or in any manner personally benefiting, the Group’s employees and/or any third parties. Whenever it is proposed that third parties or employees are to be the recipients of such services or resources, prior written approval of the Group Company Secretary will be required.
Misappropriation of business opportunities
Directors and employees are prohibited from taking direct or indirect advantage of any business opportunity which is received by reason of their relationship with the Group and in which the Group may be interested, unless such opportunity has been presented for consideration by the Group, has been rejected and such activity is not otherwise prohibited under this policy. The presentation of the opportunity, its consideration and rejection should all be documented.
The basis of allowing any employee to proceed with the relevant opportunity should be the subject of written agreement between the employee and the relevant Group company.
Questions and issues
In as much as it is difficult to describe all of the circumstances and conditions that might be considered to involve an improper conflict of interest, any director or employee who has, or believes that he or she might have, a personal or financial interest which might conflict with this policy should immediately make all the facts known to the Group Company Secretary.
In the case of directors and senior employees, the Group Company Secretary will notify the Board of such disclosure. Any potential conflict involving the Group Company Secretary should be notified to the Group Chief Executive.
D. QUALITY OF PUBLIC DISCLOSURES
The Company has a responsibility to communicate effectively with shareholders so that they are provided with full and accurate information, in all material respects, about the Company’s financial condition and results of its operations. Our public communications, including reports and documents released pursuant to the rules of the UK Listing Authority shall include full, fair and accurate disclosure and shall be made in a timely manner.
The Company has established a Disclosure Committee to assist in monitoring such disclosures, but it is the responsibility of every employee involved in the disclosure process to adhere to this section of the Code.
E. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
The Group is strongly committed to conducting its business affairs in full compliance with all applicable laws, rules and regulations. No director or employee shall knowingly commit an illegal act or instruct others to do so, for any reason.
F. WHISTLE BLOWING
The Group takes a very serious view of any fraudulent behaviour, serious malpractice or general abuse occurring in the work place. If evidence of such occurrence comes to light, it will be dealt with quickly and disciplinary action will be taken against any employee found guilty of such actions.
In the light of this, any employee who becomes aware of possible malpractice is encouraged to report it to the relevant Group company. In return, the Group agrees to protect any such employees from reprisals and respect confidentiality. Any victimisation of employees reporting malpractice or attempt to deter them from raising such a concern will be treated as a serious disciplinary offence.
Reporting procedure
If any employee believes reasonably and in good faith that malpractice exists in the work place, then he or she should report this immediately to their own line manager. However, if for any reason they are reluctant to do so, then they should report their concerns to one of the following managers, specially designated for this purpose:
The Group Company Secretary
The Global HR Director
The Head of Internal Audit
Employees may also communicate confidentially with the Group Chief Executive Officer via the following email address: askharriet@premierfarnell.com.
Any such disclosure will be treated in the utmost confidence and will be immediately investigated. Following such a referral, a report will be given to the reporting employee about the outcome of the investigations and of any actions proposed.
Employees concerned about speaking to any member of staff can ask for advice and, subject to certain restrictions in some countries, can report concerns using the independent Trustline service who can provide independent and confidential advice.
Public Interest Disclosure Act
All UK employees will be protected under the Public Interest Disclosure Act 1998, where they make a “protected disclosure”. These are disclosures of information, which in the reasonable belief of the employee making the disclosure, tend to cover the following employer activities:
(a) a criminal offence has been, is being, or is likely to be, committed,
(b) that a person has failed, is failing or is likely to have failed to comply with any legal obligation to which he/she is subject;
(c) a miscarriage of justice has occurred, is occurring or is likely to occur;
(d) that health and safety of an individual has been, is being or is likely to be endangered;
(e) that the environment has been, is being or is likely to be damaged;
(f) that information relating to the above is being deliberately concealed.
Employees in other territories will be treated by the Company as if such legislation applied to them.
G. FRAUD
The Group is committed to the prevention of fraud within the Group, to the rigorous investigation of any such cases, and, where fraud or other criminal act is proven, to ensure that wrong doers are appropriately dealt with.
Action to take
In accordance with the whistleblowing section of this policy, there will be no recriminations against staff who report reasonably held suspicions of fraud. Any suspicion will be considered reasonably held if there is any justification at all to believe that a possibility exists that fraud or a similar offence may have taken place.
Equally, however, abuse of the process by raising malicious allegations could be regarded as a disciplinary matter.
If you believe you have good reason to suspect a colleague or other person of a fraud or an offence involving the Group or a serious infringement of Group rules, such as:
Your manager will report the matter to the Group Company Secretary. The Group will then investigate and take appropriate action.
Please be aware that time may be of the utmost importance to ensure that the Group does not continue to suffer a loss.
H. POLITICAL DONATIONS
Policy
The policy of Premier Farnell plc and its subsidiaries is NOT to make contributions to political parties or for political purposes. This applies equally to contributions in cash or in kind. The policy is set out each year in the Company’s annual report and accounts.
Under the UK Companies Act 2006 (the Act) , Premier Farnell plc and its subsidiaries must not make political donations or incur political expenditure unless the donation or expenditure has the prior approval of Premier Farnell plc’s shareholders.
Although, as stated above, the Group’s policy is not to make any such donations or incur any such expenditure, the concept of political donations and political expenditure in the Act are widely drawn. As a consequence, activities which would not previously have been regarded as “political” in nature may be caught and must be reported and monitored.
Reporting
Premier Farnell plc intends to seek shareholder approval annually to the making of political donations and to the incurring of political expenditure up to a maximum sum. In order to monitor compliance with the authorities sought and to ensure that the Group complies with the terms of the Act, all activities which may constitute political donations to a political party, political organisation or independent election candidate or which may be political expenditure must be reported in full in accordance with this policy.
The following must be reported:
Potential political donations or expenditure should be reported to the Group Company Secretary or Deputy Secretary. Full details of the amount and nature of the donation or expenditure, to whom it has been made and for what purpose should be given.
Such donations or expenditure should be reported before they are made or incurred.
I. DIRECTORS LOANS AND EXPENSES
The UK Companies Act 2006 contains a number of restrictions relating to loans or “quasi-loans” to directors and persons connected with them (including spouses, civil partners, children, step children, parents and companies or trustees associated with the director).
Group Policy
The Group policy is that no loans or quasi-loans should be made to any director or senior executive.
Difficult questions may arise as to whether expense arrangements amount to the making of a loan, accordingly:
J. TRADING ON INSIDE INFORMATION
Using inside information to trade in shares or securities or encouraging others to do so is illegal. Further information on inside information is set out in the Company’s inside information policy. All non-public information should be considered inside information and should never be used for personal gain.
You should familiarise yourself with the Company’s Share Dealing Code and contact the Legal Department with any questions you may have about your ability to trade in Company shares.
K. PROTECTION OF CONFIDENTIAL INFORMATION
Confidential information generated and gathered in the Group’s business is a valuable Group asset. Protecting this information is vital in the Group’s continued growth. All confidential information should therefore be maintained in strict confidence, except when disclosure is appropriately authorised or required by law or applicable regulation.
Unauthorised use or distribution of confidential information violates Group policy and could be illegal. Such use or distribution could result in negative consequences for both the Group and the individuals involved, including potential legal and disciplinary actions.
The obligation to protect the Group’s confidential information and to avoid its misuse continues after directors and employees have left the Group and you must return all such information in your possession on leaving the Group.
For the purposes of this Code “confidential information” means all information of a financial, strategic or business nature relating to the Group, its customers or suppliers and which is not in the public domain.
We respect the property rights of other companies and require our directors and employees to do the same.
L. WAIVERS AND AMENDMENTS
Any waivers of this Code for directors may only be granted by the Board.
Adopted by the Board
9 September 2008
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This Code of Ethics (the Code) has been adopted by our Board of Directors (the Board) and summarises the standards that must guide our actions. The Code also underpins our core values of being:
- Resourceful
- Totally reliable
- With integrity
- Customer focused
The Group strives for a culture of honesty, openness and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Group’s business activities including, but not limited to, relationships with employees, customers, suppliers, competitors, the government and the public, including our shareholders. All employees and officers must conduct themselves according to the language and the spirit of this Code and seek to avoid any appearance of improper behaviour.
Failure to comply with this Code will be regarded as a serious disciplinary offence which may lead to dismissal from employment or removal from office.
If you become aware of any breaches of this Code you should report them to the Group Company Secretary..
For the purposes of this Code, references to “senior employees” are to those whose jobs fall in grade 8 or above. ‘Directors’ means a member of the Board of Directors of Premier Farnell plc and ‘Executive Directors’ refers to each of the Group Chief Executive Officer, the Group Finance Officer and the Group Operating Officer.
If you are in any doubt as to the interpretation of any situations which you feel may be in breach of this Code you should consult the Group Company Secretary.
Key points to remember are summarised below, followed by more detailed guidance on the specific areas of:
- conflicts of interest
- quality of public disclosures
- compliance with laws
- whistle blowing
- fraud
- political donations
- directors’ loans and expenses
- trading on inside information
- protection of confidential information
B. KEY POINTS
Personal behaviour
We will consider the consequences of our actions on others in the work place, and ensure that our behaviour does not impede our own or our colleagues' ability to perform our jobs effectively.
Confidentiality
We will exercise prudence and caution in using confidential information and in sharing it only with those who have a legitimate need to know.
Company property and time
We will only use Company property and time for business purposes.
Outside employment
We will not undertake employment outside the Company without prior approval.
Conflicts of interest
We will seek to avoid being in a position where our personal interests conflict, or might be thought to conflict, with those of the Group.
Improper payments
We will not offer inducements of a sort that would be considered bribes in the course of doing business - either to obtain business or to retain it.
Business gifts and entertainment
We will not make or accept gifts or benefits of a personal nature in order to influence decisions concerning our business.
The law
We aim to always act within the law of the territory in which we are doing business.
Whistleblowing
We will report behaviour which does not comply with the letter or the spirit of this Code. The position of employees reporting genuine concerns will be protected. Making a malicious or frivolous allegation will be treated as a serious disciplinary offence.
C. CONFLICTS OF INTEREST
General statement
Each director and each employee of the Group should seek to avoid a position where his or her actions, personal interest or activities are, or are likely to be, in conflict with the interests of the Group. If he or she finds himself or herself in that position, he or she should immediately notify the Group Company Secretary so that the ramifications of that conflict can be considered and appropriate steps taken to alleviate its impact.
It must be emphasised that an actual conflict of interest need not be present to constitute a violation of this policy. Activities that create the appearance of a conflict of interest must be avoided in order not to reflect negatively on the Group’s reputation.
Anything that presents a conflict of interest for a director or employee of a Group company would also present a conflict of interest for a member of the immediate family of the director or employee and other persons connected with him or her and, therefore, must also be avoided. For the purpose of this policy, “a member of immediate family” means spouse (including a civil partner), child (under 18 years of age and including a step child) or an individual having the same home as a director or employee. ‘Connected persons’ would include a company with whom the director or employee is connected as a major shareholder or director, a firm of which the director or employee is a partner and the other partners in that firm and the trustees of a trust of which the director or employee is a beneficiary (other than an employee share trust or a pension scheme).
Specific policies and guidelines
Business interests
No directors or employees of the Group should have any interest in private or public companies, partnerships or other concerns engaged in a business similar to or competing with the current or prospective business of the Group.
No director or senior employee of the Group should have any material shareholding in or hold any office at any major customer of, or supplier to, the Group (other than utility suppliers) where that holding or office would put the director or senior employee in a position to influence the Group’s trading arrangements with such customer or supplier.
These restrictions will not normally prevent holdings of up to 1% of the issued capital in a company which is quoted or traded on the London Stock Exchange, AIM or another recognised investment exchange. Investments of up to 1% of the units of any unit trust or similar fund are also allowed. Where the company is not quoted, any shareholder of over 5% of that company’s capital should be regarded as material.
Any director or employee who has any such interest should notify the Group Company Secretary immediately and provide full details of the nature of his or her interest. Interests which are fully disclosed and formally approved will not contravene this guideline. The interests of employees may be approved by the Group Chief Executive. Interests of directors require disclosure to and the approval of the Board. Where an interest is duly approved, the director or employee should continue to avoid putting himself or herself in a position where he or she is directly involved in the conflict (for example, by not taking part in decisions relating to that customer or supplier) and should update the Group Chief Executive Officer or the Board, as appropriate, should the nature or extent of his or her interest change.
No director or employee should participate in any preferential offers or arrangements made by such customers or suppliers (in this case “preferential” means offers or arrangements not made generally available by such customer or supplier).
Full-time senior employees of the Group may not have any outside employment, save with the prior approval of the Group Chief Executive. Other employees must obtain the prior written approval of their line manager before taking any outside employment and must specify the number of hours involved. Line managers must not give their approval where the outside employment would interfere with the conduct of the employee’s duties to the Group and must notify the relevant HR manager of any approvals which are given. Employees may not have any outside interests that are in any way detrimental to the Group’s best interests.
Business dealings
It is the policy of the Group to purchase all materials and supplies on the basis of price, quality and service. The Group will neither pay nor accept any bribe, gratuity or similar payment from anyone in connection with its business, including any sales or purchase transaction. Directors and employees must select customers, suppliers and other persons doing or seeking to do business with the Group and deal with such persons in a completely impartial manner, without favour or preference based upon any considerations other than the best interests of the Group.
Directors and employees are not permitted to borrow from or lend to customers or individuals or concerns with whom the Group does business, including such customers, individuals or concerns from whom the Group buys or to whom the Group sells goods or services. These guidelines do not apply to conventional loans from lending institutions.
Directors and employees may not benefit personally from any purchase by or sale to the Group of goods or services. Directors and employees may not derive personal gain from transactions involving the Group, including the sale or lease of real or personal property, unless such transactions and the personal interest involved have been disclosed fully to, and approved by, the Group Company Secretary.
Gifts and entertainment
Corporate gifts and entertainment should be tasteful but of insubstantial value, consistent with the status of the client or customer involved. In no event should corporate gifts, undisclosed payments or entertainment be such as to appear to be bribes or other improper forms of compensation or payment. As guidance, the individual making or receiving the gift should ask themselves whether they could easily justify the gift to the Group, the press and the public. Gifts or entertainment in any form that would be likely to result in a feeling or expectation of personal obligation should not be given or accepted. Any gift or entertainment which is given or accepted with a value in excess of £50 ($80 or €75) must be notified by employees to their manager in writing. Managers’ records of such notifications may be requested as part of internal audit reviews.
Public officials
Practices that are acceptable in commercial business environments may be against the law or policies governing national or local government employees. In addition, international legislation may make certain actions carried out in countries other than the home countries of the Group illegal in the Group’s home countries.
The United States Foreign Corrupt Practices Act prohibits giving anything of value directly or indirectly to any “foreign official” for the purpose of obtaining or retaining business. The UK Anti-Terrorism, Crime and Security Act extends offences relating to bribery of public officials to cover, amongst others, foreign public officials and to acts committed wholly outside the UK. Many other countries have enacted legislation to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions.
Therefore, no gift or business entertainment should be given to a government employee without prior approval from the Group Company Secretary.
Use of company services and resources
The services of staff and other Group resources shall be used strictly for the Group’s purposes and not for the purposes of serving, or in any manner personally benefiting, the Group’s employees and/or any third parties. Whenever it is proposed that third parties or employees are to be the recipients of such services or resources, prior written approval of the Group Company Secretary will be required.
Misappropriation of business opportunities
Directors and employees are prohibited from taking direct or indirect advantage of any business opportunity which is received by reason of their relationship with the Group and in which the Group may be interested, unless such opportunity has been presented for consideration by the Group, has been rejected and such activity is not otherwise prohibited under this policy. The presentation of the opportunity, its consideration and rejection should all be documented.
The basis of allowing any employee to proceed with the relevant opportunity should be the subject of written agreement between the employee and the relevant Group company.
Questions and issues
In as much as it is difficult to describe all of the circumstances and conditions that might be considered to involve an improper conflict of interest, any director or employee who has, or believes that he or she might have, a personal or financial interest which might conflict with this policy should immediately make all the facts known to the Group Company Secretary.
In the case of directors and senior employees, the Group Company Secretary will notify the Board of such disclosure. Any potential conflict involving the Group Company Secretary should be notified to the Group Chief Executive.
D. QUALITY OF PUBLIC DISCLOSURES
The Company has a responsibility to communicate effectively with shareholders so that they are provided with full and accurate information, in all material respects, about the Company’s financial condition and results of its operations. Our public communications, including reports and documents released pursuant to the rules of the UK Listing Authority shall include full, fair and accurate disclosure and shall be made in a timely manner.
The Company has established a Disclosure Committee to assist in monitoring such disclosures, but it is the responsibility of every employee involved in the disclosure process to adhere to this section of the Code.
E. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
The Group is strongly committed to conducting its business affairs in full compliance with all applicable laws, rules and regulations. No director or employee shall knowingly commit an illegal act or instruct others to do so, for any reason.
F. WHISTLE BLOWING
The Group takes a very serious view of any fraudulent behaviour, serious malpractice or general abuse occurring in the work place. If evidence of such occurrence comes to light, it will be dealt with quickly and disciplinary action will be taken against any employee found guilty of such actions.
In the light of this, any employee who becomes aware of possible malpractice is encouraged to report it to the relevant Group company. In return, the Group agrees to protect any such employees from reprisals and respect confidentiality. Any victimisation of employees reporting malpractice or attempt to deter them from raising such a concern will be treated as a serious disciplinary offence.
Reporting procedure
If any employee believes reasonably and in good faith that malpractice exists in the work place, then he or she should report this immediately to their own line manager. However, if for any reason they are reluctant to do so, then they should report their concerns to one of the following managers, specially designated for this purpose:
The Group Company Secretary
The Global HR Director
The Head of Internal Audit
Employees may also communicate confidentially with the Group Chief Executive Officer via the following email address: askharriet@premierfarnell.com.
Any such disclosure will be treated in the utmost confidence and will be immediately investigated. Following such a referral, a report will be given to the reporting employee about the outcome of the investigations and of any actions proposed.
Employees concerned about speaking to any member of staff can ask for advice and, subject to certain restrictions in some countries, can report concerns using the independent Trustline service who can provide independent and confidential advice.
Public Interest Disclosure Act
All UK employees will be protected under the Public Interest Disclosure Act 1998, where they make a “protected disclosure”. These are disclosures of information, which in the reasonable belief of the employee making the disclosure, tend to cover the following employer activities:
(a) a criminal offence has been, is being, or is likely to be, committed,
(b) that a person has failed, is failing or is likely to have failed to comply with any legal obligation to which he/she is subject;
(c) a miscarriage of justice has occurred, is occurring or is likely to occur;
(d) that health and safety of an individual has been, is being or is likely to be endangered;
(e) that the environment has been, is being or is likely to be damaged;
(f) that information relating to the above is being deliberately concealed.
Employees in other territories will be treated by the Company as if such legislation applied to them.
G. FRAUD
The Group is committed to the prevention of fraud within the Group, to the rigorous investigation of any such cases, and, where fraud or other criminal act is proven, to ensure that wrong doers are appropriately dealt with.
Action to take
In accordance with the whistleblowing section of this policy, there will be no recriminations against staff who report reasonably held suspicions of fraud. Any suspicion will be considered reasonably held if there is any justification at all to believe that a possibility exists that fraud or a similar offence may have taken place.
Equally, however, abuse of the process by raising malicious allegations could be regarded as a disciplinary matter.
If you believe you have good reason to suspect a colleague or other person of a fraud or an offence involving the Group or a serious infringement of Group rules, such as:
- theft of Group property
- abuse of Group property or abuse of a position of trust
- deception or falsification of records (e.g., fraudulent time or expense claims)
Your manager will report the matter to the Group Company Secretary. The Group will then investigate and take appropriate action.
Please be aware that time may be of the utmost importance to ensure that the Group does not continue to suffer a loss.
H. POLITICAL DONATIONS
Policy
The policy of Premier Farnell plc and its subsidiaries is NOT to make contributions to political parties or for political purposes. This applies equally to contributions in cash or in kind. The policy is set out each year in the Company’s annual report and accounts.
Under the UK Companies Act 2006 (the Act) , Premier Farnell plc and its subsidiaries must not make political donations or incur political expenditure unless the donation or expenditure has the prior approval of Premier Farnell plc’s shareholders.
Although, as stated above, the Group’s policy is not to make any such donations or incur any such expenditure, the concept of political donations and political expenditure in the Act are widely drawn. As a consequence, activities which would not previously have been regarded as “political” in nature may be caught and must be reported and monitored.
Reporting
Premier Farnell plc intends to seek shareholder approval annually to the making of political donations and to the incurring of political expenditure up to a maximum sum. In order to monitor compliance with the authorities sought and to ensure that the Group complies with the terms of the Act, all activities which may constitute political donations to a political party, political organisation or independent election candidate or which may be political expenditure must be reported in full in accordance with this policy.
The following must be reported:
- Gifts or loans to any organisation which has a political or lobbying purpose or any independent election candidate
- Money spent in paying expenses of or in subscribing to any such organisation or candidate
- Money spent in preparing or publishing advertising or promotional material which could reasonably be construed as intended to give support to a political or lobbying organisation or an independent election candidate
- Attendance at events, such as dinners or seminars, which have a political or lobbying purpose
- Sponsorship of think tanks or lobbying organisations
- Attendance of politicians at company events
- Making company facilities, goods or services available to a political party, lobbying organisation or independent election candidate free of charge or at lower than the usual market price
- Paid time off given to employees to serve on local councils, lobby for political causes or undertake trade union activities.
Potential political donations or expenditure should be reported to the Group Company Secretary or Deputy Secretary. Full details of the amount and nature of the donation or expenditure, to whom it has been made and for what purpose should be given.
Such donations or expenditure should be reported before they are made or incurred.
I. DIRECTORS LOANS AND EXPENSES
The UK Companies Act 2006 contains a number of restrictions relating to loans or “quasi-loans” to directors and persons connected with them (including spouses, civil partners, children, step children, parents and companies or trustees associated with the director).
Group Policy
The Group policy is that no loans or quasi-loans should be made to any director or senior executive.
Difficult questions may arise as to whether expense arrangements amount to the making of a loan, accordingly:
- Prior to the entering into of any transaction or arrangement where doubt arises advice should be sought from the Group Company Secretary as to whether the transaction or arrangement is permissible and, if so, the procedure that must be followed.
- The private (ie family or non-business) elements of any business travel arrangements should be quantified and paid for by a director or senior executive prior to the booking of the travel arrangements.
- Foreign currency and/or travellers cheques provided to directors and senior executives should not exceed £5,000 and should not be used for private expenses. Upon return from a business trip unused currency or travellers cheques should be returned to the Company immediately.
- The personal element of any expenditure using Company credit cards should be separately identified and promptly reimbursed.
J. TRADING ON INSIDE INFORMATION
Using inside information to trade in shares or securities or encouraging others to do so is illegal. Further information on inside information is set out in the Company’s inside information policy. All non-public information should be considered inside information and should never be used for personal gain.
You should familiarise yourself with the Company’s Share Dealing Code and contact the Legal Department with any questions you may have about your ability to trade in Company shares.
K. PROTECTION OF CONFIDENTIAL INFORMATION
Confidential information generated and gathered in the Group’s business is a valuable Group asset. Protecting this information is vital in the Group’s continued growth. All confidential information should therefore be maintained in strict confidence, except when disclosure is appropriately authorised or required by law or applicable regulation.
Unauthorised use or distribution of confidential information violates Group policy and could be illegal. Such use or distribution could result in negative consequences for both the Group and the individuals involved, including potential legal and disciplinary actions.
The obligation to protect the Group’s confidential information and to avoid its misuse continues after directors and employees have left the Group and you must return all such information in your possession on leaving the Group.
For the purposes of this Code “confidential information” means all information of a financial, strategic or business nature relating to the Group, its customers or suppliers and which is not in the public domain.
We respect the property rights of other companies and require our directors and employees to do the same.
L. WAIVERS AND AMENDMENTS
Any waivers of this Code for directors may only be granted by the Board.
Adopted by the Board
9 September 2008
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