1. Policy statement & guidance
3. Standards in conducting business
4. Compliance with law
6. Avoiding conflicts of interest
7. Commercial activities
8. Internal controls
9. Queries or concerns
1. Policy statement & guidance
The Board of Molins PLC is committed to the Group operating to the highest standards of ethical behaviour. It has established certain principles which it expects all businesses within the Group to adhere to and certain values that should be embodied in the day to day activities of the Group. It expects all employees of the Group, led by the members of the Board and the Group’s senior management, to encourage and support all other employees in acting in accordance with the policy.
In support of this policy and its principles, the Board has adopted guidance to help assist with their application. This guidance is contained in the rest of the Ethics Policy document, under the following headings:
- Standards in conducting business
- Compliance with law
- Avoiding conflicts of interest
- Commercial activities
- Internal controls
- Queries or concerns
In support of the Group’s business objectives, including that of operating to the highest standards of ethical behaviour, we aim for excellence in what we do through the application of the following values:
- honesty & integrity
- empowerment & responsibility
- delivery of commitments
- open communication
3. Standards in conducting business
We are honest and show integrity
3.1 All employees are required to practice the highest standards of honesty and integrity in fulfilling their duties. Molins, its customers, its suppliers and its other business partners and stakeholders, all place considerable trust in employees, therefore:
- employees must always represent themselves, and the Group’s business, openly to ensure that when communicating with other parties the nature of the employee’s purpose/role is understood;
- products and services should be designed and produced with safety and quality as imperative aims;
- marketing and selling should be robust but fair, with no misrepresentation of the features, terms and benefits of the products and services;
- communication should be clear and courteous, respecting the traditions of the individual or the local setting.
It is the Group’s policy neither to make political contributions nor to engage directly in party politics. This does not prevent the Group from lobbying by usual and lawful means to present its views and thus promote certain policies by public authorities which it believes will be beneficial for the business, its customers, employees and shareholders generally. Such lobbying must be on the basis of reasoned, logical argument and not seeking to impose undue pressure.
Employees, officers or representatives (including agents) of Molins must not engage in corruption anywhere in the world. Corruption includes, but is not limited to, bribery and/or the giving or receiving of an improper advantage. Employees, officers or representatives should be aware that corrupt behaviour is a criminal offence in all countries in which Molins does business and that penalties on conviction are severe. Engaging in corruption may also have the effect of making an individual liable to Molins for damages or other legal remedies, and for an employee or officer would constitute gross misconduct and would, after investigation, probably lead to dismissal without notice. Representatives who engage in corruption will have their agreements with Molins terminated with immediate effect.
The Group will not make a payment or gift nor grant any special favour or other consideration to a public official or government employee, or an employee or shareholder of a customer or potential customer, or to a third party facilitator (e.g. agent or customer representative, save for bona fide commissions as regulated by contract – see section 7.2), or to any other third party save for bona fide payments made under a properly formulated contract, unless it is a modest gift or entertainment which is:
- consistent with normal business practice in the locality;
- lawful under local laws;
- not likely to be seen as a bribe or pay-off;
- not intended to exert improper influence; and
- transparent and open for audit and inspection by the appropriate persons.
Where any doubt exists as to whether any payment or transaction of any kind would be of a proper nature or not, an employee or officer or representative should seek guidance before committing to or making such payment or transaction, from any one of their line manager, business Managing Director, Group Company Secretary, Group Finance Director or Chief Executive.
We treat people with respect at all times
3.2 The Group is committed to dealing with all people and organisations in a respectful way. This means treating others as we would wish and expect to be treated ourselves. We must ensure that the quality of what we deliver, both goods and services, is of a standard that the recipient should reasonably and properly expect. If we have disagreements these should be handled in a professional and courteous way, with a view to finding ways to resolve the issue in question.
Employees are empowered to perform their duties and take on responsibility
3.3 The Group is committed to ensuring that employees are given clear guidance as to what is expected of them and provided with the right support to perform their duties, and are then empowered to perform those duties. In turn, each employee is expected to accept the responsibility they have been given and perform their duties effectively, seeking help, support and guidance when necessary.
We deliver what we commit to
3.4 It is important to maintain and develop our reputation for delivering what we commit to. Employees should not make statements, either to colleagues, customers, suppliers or any other person, knowing those statements are not true or make promises that cannot be fulfilled. Commitments once made must be assiduously followed up and fulfilled. If circumstances arise where a commitment cannot be met, the affected party must be informed promptly with an appropriate alternative course of action agreed and documented.
We communicate openly, and we respect confidences
3.5 It is one of the roles of management to communicate with employees in an open way, keeping them informed of matters that are of relevance and interest to them. It is important to be aware that certain information might be of a confidential, personal or commercial nature, and in such circumstances such information must be treated sensitively and confidences respected. Employees should be encouraged to communicate with their managers and encouraged to bring forward ideas for improving any aspect of the business, as well as to bring forward matters that are affecting them in their work.
Equally, the Group is committed to appropriate, open communication with all of its stakeholders, including customers, suppliers, shareholders and business partners, having regard to confidential matters, reflecting the principles of this Ethics Policy.
4. Compliance with law
We comply with the law
4.1 It is Molins’ policy to comply with the laws applicable to its business in each country in which its business is carried out. No employee has authority to deviate or to direct that any other may deviate from this policy. Any doubt as to what the law is or how it should be interpreted in any situation should be referred to the relevant line manager or the Group Company Secretary.
Health and safety is paramount
4.2 The Group and its businesses have more detailed health and safety policies but, in brief, the Group has a responsibility to take all reasonably practicable steps to ensure protection for all persons affected by its operations. Each employee has a responsibility to consider carefully how to protect the health and safety of themselves and any others who might be affected by their activities, and to take all reasonably practicable steps to do so. Where appropriate, formal risk assessments should be developed, documented and periodically reviewed, and appropriate risk control measures identified and implemented before the relevant activity is undertaken.
Use of drugs and alcohol at work is prohibited
4.3 Molins is committed to the prevention of illegal activities and to the protection of its employees, its property and the public from any danger which might result from the use of drugs or alcohol. It is Group policy to provide a safe drug-free and alcohol-free work environment. Use or possession of illegal drugs or alcohol during working hours or on Molins Group premises is strictly forbidden (except in the case of alcohol if approval has been given by the business’ Managing Director in special circumstances), and is cause for discipline up to and including dismissal. It is the Group’s policy to provide reasonable assistance to employees who seek the Group’s help in overcoming an addiction to or dependence upon drugs or alcohol, although volunteering to participate in such an assistance programme will not necessarily prevent disciplinary action being instigated for violations of the policy which have already occurred.
As a UK listed company, we recognise and abide by the requirements of our regulators
4.4 The Company’s shares are traded on the London Stock Exchange and as such the Company is subject to regulation by the UK’s Financial Conduct Authority (“FCA”). This regulation takes two forms: the Rules of the UK Listing Authority, which place obligations upon the Company and its directors, and the FCA’s Code of Market Conduct which regulates actions by individuals. The Company endeavours to ensure that every employee is aware of their responsibilities. Any doubt as to the requirements of the FCA or how they should be interpreted in any situation should be referred to the Group Company Secretary.
We communicate promptly and appropriately with the stock market
4.5 The Company will make formal announcements as required and within the timescales set by the Rules of the UK Listing Authority. Only those individuals who are authorised to do so may issue announcements or speak about the financial performance of the Group (see section 5). The Company must not disclose price sensitive information selectively and whenever necessary the Board will ensure the prompt and public distribution of material information regarding the Company.
Information which may affect Molins’ share price must be kept confidential
4.6 Any employee may from time-to-time have unpublished confidential information about the Group, which if made public may materially affect the Molins PLC share price. In these circumstances employees must ensure they keep such information confidential and inform Group management appropriately – the directors and Group Company Secretary are responsible for ensuring such information is properly disclosed in accordance with 4.5 above. Such information includes (but is not limited to): sales or profit figures, anticipated numbers of large orders, margins, market share information, new product development and significant litigation by or against the Group. In many countries unauthorised disclosure of price sensitive information is a criminal offence as well as being contrary to the Rules of the UK Listing Authority.
We do not allow insider dealing and we do not indulge in ‘market abuse’
4.7 In the UK, trading in the shares of any company (or encouraging someone else to do so) whilst in possession of undisclosed price sensitive information about that company or its shares is a criminal offence punishable by a fine and/or imprisonment. There is similar legislation in most countries.
Under the FCA’s Code of Market Conduct it is also an offence (punishable by an unlimited fine) for anyone to participate in “Market Abuse”. The FCA definition of “Market Abuse” has been drawn very widely and it encompasses misuse of information, creating false or misleading impressions or distortion of the market and extends - for example - to putting misleading information about the company onto an internet bulletin board.
The Company will take a firm stand against any director or employee who takes part in "insider dealing" or “market abuse” whether in breach of the law relating to insider dealing or the FCA’s Code of Market Conduct. The Company reserves the right, after investigation, to treat any such breach as grounds for summary dismissal by reason of gross misconduct under its disciplinary procedure.
We deal in Molins shares at appropriate times
4.8 Employees of the Company who have been issued with a copy of the FCA’s Model Code on dealing in the Company’s shares (and their “connected persons” - as defined in that Model Code, e.g. a spouse) may only deal in Molins’ shares at the times and in the manner set out in the Model Code. The Model Code requires certain undertakings to be given and prior authorisation to be obtained, before shares in the Company can be bought or sold. Employees wishing to deal in the Company’s shares should contact the Group Company Secretary prior to dealing in the same.
We aim to help protect the environment
4.9 Molins is committed not only to compliance with environmental legislation but also to the progressive introduction of appropriate measures to limit the adverse effects of its operations upon the environment. In particular, reasonable efforts should be made to minimise waste arising from its operations, to recycle materials wherever possible and to consider methods of design or operation that minimises waste. The Group aims both to reduce its costs by this means and to promote good practice in use of resources at sustainable levels.
We do not discriminate - we respect the individual
4.10 The Group values diversity among its employees. In their day-to-day behaviour employees are expected not to discriminate in their relationships with each other and with customers, suppliers and other business partners, and also to encourage others to behave in a proper manner. Employment and promotion opportunities will be offered on the basis of merit regardless of race, colour, religion, age, sex, sexual orientation, disability and/or national origin. The Group aims to ensure freedom from harassment and bullying for all employees. It is the responsibility of each employee to act in non-discriminatory ways at all times and if an employee sees an example of possible discrimination, harassment or bullying taking place to bring those concerns to the attention of the Group’s management (see Section 9 for guidance).
We co-operate with law enforcement officials
4.11 Molins’ policy is to co-operate openly, honestly and courteously with all law enforcement officials acting within the scope of their duties, including officials responsible for health, safety and environmental matters. However, there are occasions when the circumstances or the Group’s policy and procedures may be innocently misrepresented by an employee with partial knowledge. Therefore any investigation by government officials, including any request or requirement for an interview of any employee “under caution” (i.e. taking evidence relating to the business which may be used in any subsequent proceedings against the Group or any individual), must be referred immediately to the Group Company Secretary. If the Group Company Secretary is unavailable, the Group Finance Director should be contacted urgently. The request or requirement for such an interview should be courteously deferred until advice is obtained from the relevant person and the Group Company Secretary’s details should be passed to the relevant official.
We keep confidences
5.1 Employees must at all times maintain confidentiality concerning the affairs of the Group, its customers, its suppliers and other employees. In particular employees must not during or after their employment disclose any confidential information about the operations, transactions, designs, accounts, finances or other affairs of the Group or employing business without express prior written consent.
5.2 See section 4.6 above for comments on unpublished price-sensitive information.
We are careful in what we say to the media
5.3 No information will be given to the following except by, or as authorised by, the Chairman, the Chief Executive, the Group Finance Director or Group Company Secretary:
- the London Stock Exchange and associated regulatory news services;
- shareholders, other investors and investment advisers;
- newspapers or other media with national or other wide public circulation, including wide circulation in business and financial fields.
5.4 In the case of local media and specialist trade journals, no information should be released without the prior clearance of the Managing Director of the relevant business. The Managing Director must exercise their judgement as to whether or not the information is potentially price sensitive, confidential or contains references to Group financial or strategic issues. If it does, or if there is any doubt, release should not be authorised without prior clearance from the Chief Executive, Group Finance Director or Group Company Secretary.
6. Avoiding conflicts of interest
We act in the Group’s best interests
6.1 Situations in which the Group’s interests and an employee’s personal interests are, or may be seen to be, in conflict must be avoided. In dealings with all current or potential customers, suppliers, contractors and competitors, all employees should act in the best interests of the Group, conscious that what we say and do represents Molins.
We do not accept gifts or entertainment .....
6.2 Any gift, entertainment, special favour or other consideration for an employee or another party which is in any way related to their position as an employee must not be sought nor accepted, save as set out in 6.3. It should be declined as diplomatically and courteously as possible (referring to this policy may be helpful).
..... unless it is within these boundaries
6.3 Modest gifts (other than money) or entertainments which do not have any improper or corrupt motives may be accepted provided they are:
- consistent with the law and normal business practice in the locality; and
- notified promptly to the employee’s immediate superior and recorded in the business’ gifts register; and
- not likely to be perceived as imposing any informal obligation or duty on the recipient, nor to cause embarrassment if publicly disclosed; and
- suitably modest.
6.4 Gifts such as professional stationery, e.g. diaries or calendars, are normally acceptable (unless contrary to local practice).
We avoid conflicts of interest
6.5 Employees must not act as director or consultant to any business not connected with Molins, nor be employed by any other employer, without written consent from their relevant Managing Director, who will keep a central register of such employments. However, the Group encourages employees to be involved in charitable, educational or other social pursuits which contribute to the local community, provided they do not interfere with the performance of the employee’s duties. Care must be taken not to associate the Group with any particular cause except in accordance with a formal sponsorship arrangement approved by the Group Company Secretary or Chief Executive.
6.6 Employees must notify immediately their relevant line manager of any arrangement or circumstance (such as ownership by a close family member of a substantial interest in any business which does business or seeks to do business with the Group) which might cause them not to act in the Group’s best interest or which might be perceived as such.
We do not use the Group’s resources for personal or political activities
6.7 Group resources, including time, materials, equipment and proprietary information must be used for Group business’ purposes only and not for personal benefit, without proper permission from Group management. Employees are free to take part in party political activity which does not use time, facilities or equipment of the Group (which might be understood to be a political contribution).
7. Commercial activities
We are honest and show integrity
7.1 Honesty and integrity contribute to the Group’s and the individual’s credibility and also to the efficiency of business transactions, as well as helping to ensure the Group complies with its legal and regulatory commitments. Employees should strive for good, long term relationships with customers, suppliers and other business partners and should represent themselves and the Group’s business openly, in a way that does not mislead others. For example, when discussing the Group’s products and services, employees should not hesitate to clarify such matters as to what is or is not included in a proposed selling price, what extras must be charged for and the effect of a reduced/increased price on quality and performance.
We pay legitimate sales commissions
7.2 All sales commissions paid to agents must represent appropriate remuneration for legitimate services and be in line with good business practice in the relevant locality. Any such arrangements must be clearly recorded and available for inspection under conditions of confidentiality by auditors and duly authorised law enforcement officers. Each business in the Group must have a policy relating to the appointment and retention of agents, with the objective of minimising the risk of corruption or of giving or receiving improper advantage, whilst meeting the Group’s legitimate aims of appropriate and proper commercial representation. The appointment and termination of agents, and material changes to agents’ contractual arrangements, are subject to approval as documented in the Group Delegation of Authority.
8. Internal controls
We keep proper records
8.1 The Group must maintain accurate records and conduct its affairs responsibly to ensure management control and to protect shareholder value. This includes the appropriate retention of correspondence and documents, including e-mails. Guidance in respect of the retention of certain documents is given in the Group Finance Manual.
We follow our procedures
8.2 The Company maintains a Corporate Governance Manual, Group Finance Manual and authorisation procedures which are distributed to the appropriate senior management in each operating business. It is the responsibility of senior management to ensure compliance with these documents and that each employee is aware as appropriate of any requirements by which he or she may be affected. The following general principles however should be known and understood by all employees:
8.3 The Group must keep complete, accurate and detailed books, records and accounts of all business transactions and a system of internal accounting controls to assure that:
- transactions receive proper authorisation;
- transactions are recorded as necessary to allow timely and accurate preparation of financial statements and to maintain accountability for assets;
- actual assets and book assets are audited (in line with Group policy) and adjustments made in accordance with proper accounting practices;
- transactions with customers and suppliers are documented, recorded and reported properly; and
- supporting documentation and authorisations are retained for inspection for at least six years (Group Finance Manual refers).
8.4 Employees are expected to answer requests for information from management and internal or independent auditors openly and honestly. Negative or harmful information should not be hidden from an employee’s line manager but should be promptly discussed so that corrective action can be taken.
8.5 The Group’s internal audit function will audit relevant aspects of the Ethics Policy as part of its activities.
9. Queries or concerns
9.1 Any queries about the meaning of this policy in particular circumstances should be raised with your line manager or referred to the Group Company Secretary.
What to do if concerned
9.2 In the first instance, an employee should raise any concerns about the conduct of the Company or an individual with their immediate superior provided they feel able to do so.
9.3 Any concerns about the conduct of the Group or of individuals which cannot, in the opinion of the employee, be discussed (or has already been discussed without being resolved) with the relevant line manager should be referred to any of the following:
- more senior local business management;
- the Chief Executive;
- the Group Finance Director or Group Financial Controller;
- the Group Company Secretary.
9.4 In general, any employee should feel free to raise matters with any of the above and be assured that confidences will be maintained on a need-to-know basis. However, if an employee is concerned about approaching a company manager or officer, a confidential and independent help-line provided by Expolink Europe Limited is available (telephone numbers in section 10).
9.5 It should be noted that the Group Company Secretary and the independent help-line have legal duties to raise appropriate matters with the Chairman and the non-executive directors. The independent help-line is able to take calls on a strictly confidential basis including not disclosing to the Company the accent or sex of the caller if asked to maintain confidentiality.
9.6 The objectives of this section are:
- to have concerns dealt with by local management if at all possible, but if not
- to provide a confidential method of raising concerns, and thus
- to ensure that this Ethics Policy is complied with.
9.7 The Board will take the necessary precautions to ensure that no employee of the Group, or of a supplier, customer or contractor, who raises a concern in good faith, either through line management, Expolink or with any other external regulatory or law enforcement agency, will be victimised or discriminated against in any way as a result of doing so.
9.8 The Group is committed to take a proactive approach to instigating internal investigations into allegations of unethical behaviour and to the disclosure of any material findings to the relevant authorities.
Confidential help-line - Freephone numbers
This information is included in the Group Ethics Policy booklets issued to all employees and interested third parties.